Motient Corporation
MR Acquisition Corp.
00000 Xxxxxxxxx Xxxx.
Xxxxxx, Xxxxxxxx 00000-0000
May 17, 2001
Rare Medium Group, Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Apollo Investment Fund IV, L.P.
Apollo Overseas Partners IV, L.P.
AIF IV/RRRR LLC
1301 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Merger Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Agreement and Plan of Merger by
and among Motient Corporation ("Acquiror"), MR Acquisition Corp. ("Merger Sub")
and Rare Medium Group, Inc. (the "Company") dated as of May 14, 2001 (the
"Merger Agreement"). All capitalized terms used but not defined herein shall
have the meaning set forth in the Merger Agreement.
Acquiror, Merger Sub, the Company and the Preferred Stockholders hereby
acknowledge and agree that Schedule 6.09 of the Merger Agreement is hereby
amended to delete Part (b)(1)(a) thereto in its entirety.
This letter agreement may be executed and delivered in two or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
Rare Medium Group, Inc.
Apollo Investment Fund IV, L.P.
Apollo Overseas Partners IV, L.P.
AIF IV/RRRR LLC
May 17, 2001
Page 2
Please acknowledge your understanding of and agreement with the foregoing
by signing this letter agreement in the spaces provided below.
Sincerely,
MOTIENT CORPORATION
By:/s/Xxxxxx X. Xxxxxxx, Xx.
-----------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
-----------------------
Title: President and Chief Executive Officer
-------------------------------------
MR ACQUISITION CORP.
By:/s/Xxxxxx X. Xxxxxxx, Xx.
-----------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
----------------------
Title: Director
------------------------------------
AGREED AND ACCEPTED
this 17th day of May, 2001
RARE MEDIUM GROUP, INC
By: /s/Xxxxxx Xxxxx
---------------------------
Name: Xxxxxx Xxxxx
-------------------------
Title: Senior Vice President and General Counsel
-----------------------------------------
APOLLO INVESTMENT FUND IV, L.P.
By: Apollo Investment Fund IV, L.P., general partner
Apollo Capital Management IV, Inc., general partner
By:/s/Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx, Vice President
[signatures continued on next page]
Rare Medium Group, Inc.
Apollo Investment Fund IV, L.P.
Apollo Overseas Partners IV, L.P.
AIF IV/RRRR LLC
May 17, 2001
Page 3
APOLLO OVERSEAS PARTNERS IV, L.P.
By: Apollo Investment Fund IV, L.P., general partner
Apollo Capital Management IV, Inc., general partner
By:/s/Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx, Vice President
AIF IV/RRRR LLC
By:/s/Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx, Manager
