REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2008 • Skyterra Communications Inc • Communications services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2008, is by and between Boeing Satellite Systems Inc., a Delaware corporation (“Boeing”), and SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”). Certain capitalized terms used herein are defined in Section 6 below.
AGREEMENT FOR TRANSFER AND EXCHANGEAgreement for Transfer and Exchange • November 10th, 2008 • Skyterra Communications Inc • Communications services, nec • New York
Reference is made to that certain Stock Purchase Agreement (the “Harbinger Purchase Agreement”), dated as of September 12, 2008, by and among Harbinger Capital Partners Master Fund I, Ltd. (“Harbinger Master”), Harbinger Capital Partners Special Situations Fund, L.P. (“Harbinger Special” and, together with Harbinger Master, “Harbinger”) and Motient Ventures Holding Inc. (“Motient”), pursuant to which Harbinger will purchase from Motient 23,376,074 shares (the “Purchased Shares”) of the non-voting common stock, par value $0.01 per share (the “Non-Voting Common Stock”) of SkyTerra Communications, Inc. (the “Company”).
CONTRACT NUMBER: MSV-ATC-01Contract Amendment • November 10th, 2008 • Skyterra Communications Inc • Communications services, nec • New York
THIS AMENDED AND RESTATED CONTRACT AMENDMENT 3 by and between Mobile Satellite Ventures LP, a limited partnership organized and existing under the laws of Delaware ("MSV" or “Customer”), and Boeing Satellite Systems, Inc., a corporation incorporated under the laws of Delaware (“Contractor”) (hereinafter referred to individually as “Party” and collectively as the “Parties”) is made effective this 1st day of August 2008.
Harbinger Capital Partners Master Fund I, Ltd. Harbinger Capital Partners Special Situations Fund, L.P. Harbinger Capital Partners Fund I, L.P. Harbinger Co-Investment Fund, L.P. New York, New York 10022Stock Purchase Agreement • November 10th, 2008 • Skyterra Communications Inc • Communications services, nec • New York
Reference is made to that certain Stock Purchase Agreement (the “Harbinger Purchase Agreement”), dated as of September 12, 2008, by and among Harbinger Capital Partners Master Fund I, Ltd. (“Harbinger Master”), Harbinger Capital Partners Special Situations Fund, L.P. (“Harbinger Special” and, together with Harbinger Master, “Harbinger”) and Motient Ventures Holding Inc. (“Motient”), pursuant to which Harbinger purchased from Motient 23,376,074 shares (the “Purchased Shares”) of the non-voting common stock, par value $0.01 per share (the “Non-Voting Common Stock”) of SkyTerra Communications, Inc. (the “Company”).
Harbinger Capital Partners Master Fund I, Ltd. Harbinger Capital Partners Special Situations Fund, L.P. Harbinger Capital Partners Fund I, L.P. Harbinger Co-Investment Fund, L.P. New York, New York 10022Stock Purchase Agreement • November 10th, 2008 • Skyterra Communications Inc • Communications services, nec • New York
Reference is made to that certain Stock Purchase Agreement (the “Harbinger Purchase Agreement”), dated as of September 12, 2008, by and among Harbinger Capital Partners Master Fund I, Ltd. (“Harbinger Master”), Harbinger Capital Partners Special Situations Fund, L.P. (“Harbinger Special” and, together with Harbinger Master, “Harbinger”) and Motient Ventures Holding Inc. (“Motient”), pursuant to which Harbinger will purchase from Motient 23,376,074 shares (the “Purchased Shares”) of the non-voting common stock, par value $0.01 per share (the “Non-Voting Common Stock”) of SkyTerra Communications, Inc. (the “Company”).
WARRANT TO PURCHASE 626,002 SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT) OF SKYTERRA COMMUNICATIONS, INC.Warrant Agreement • November 10th, 2008 • Skyterra Communications Inc • Communications services, nec • New York
THIS IS TO CERTIFY THAT BOEING SATELLITE SYSTEMS INC. (“Boeing”), or its registered assigns, is entitled, at any time prior to the Expiration Date (such term, and certain other capitalized terms used herein being hereinafter defined), to purchase from SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the “Company”), 626,002 shares of Voting Common Stock of the Company at a purchase price of $10.00 per share (the initial “Exercise Price”). The amount and kind of securities obtainable pursuant to the rights granted hereunder and the Exercise Price are subject to adjustment pursuant to Section 4 hereof.
