WARRANT AGREEMENT IRIDIUM COMMUNICATIONS INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of September 29, 2009Warrant Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • New York
This Warrant Agreement (this “Agreement”) is made as of September 29, 2009, by and between Iridium Communications Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
TRANSITION SERVICES, PRODUCTS AND ASSET AGREEMENTTransition Services, Products and Asset Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • Arizona
This Iridium Transition Services, Products and Asset Agreement (the “Transition Agreement” or the “Agreement”) is entered into as of December 11, 2000, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Iridium Holdings LLC, a Delaware limited liability company (“Iridium Holdings”), and Iridium Satellite LLC, a Delaware limited liability company (“NewCo”). Motorola, Iridium Holdings and NewCo are referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
INTELLECTUAL PROPERTY RIGHTS AGREEMENTIntellectual Property Rights Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • Illinois
This Intellectual Property Rights Agreement (“AGREEMENT”) is entered into by MOTOROLA, Inc., a Delaware corporation with its principal offices located at 1303 East Algonquin Road, Schaumburg, Illinois 60196 (“MOTOROLA”) and IRIDIUM SATELLITE LLC, a Delaware limited liability company with principal offices located at 44330 Woodbridge Parkway, Leesburg, VA 20176 (“NEWCO”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • Maryland
THIS AGREEMENT is made as of the 18th day of September, 2006 (the “Effective Date”), by and between IRIDIUM HOLDINGS LLC., a Delaware limited liability Company (the “Company”) and IRIDIUM SATELLITE LLC, a Delaware limited liability Company (“Satellite”) (together “Iridium”) and MATTHEW J. DESCH (“Executive”).
16,000,000 Shares GHL ACQUISITION CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • New York
GHL Acquisition Corp., a Delaware corporation (the “Company”), and, from and after the closing of the Company’s acquisition of Iridium Holdings LLC, a Delaware limited liability company (“Iridium”), Iridium Communications Inc., proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 16,000,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), immediately after the closing of the Company’s acquisition of Iridium. The aggregate of 16,000,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional 2,400,000 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “
SENIOR SUBORDINATED TERM LOAN AGREEMENT DATED AS OF DECEMBER 11, 2000 BETWEEN IRIDIUM SATELLITE LLC, as Borrower, and MOTOROLA, INC., as LenderSenior Subordinated Term Loan Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec
SUBSCRIBER EQUIPMENT TECHNOLOGY AGREEMENT (Manufacturing)Subscriber Equipment Technology Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • Illinois
This Subscriber Equipment Technology Agreement (“AGREEMENT”) is effective as of September 30, 2002 by and between Motorola Inc., a Delaware corporation, acting though its Commercial Government Industrial Solutions Sector, with principal offices located at 1303 East Algonquin Road, Schaumburg, IL 60196 (“MOTOROLA”), and SE Licensing LLC, a Delaware limited liability company, with offices located at 1600 Wilson Boulevard, Suite 1000, Arlington, VA 22209 (“SEL”). MOTOROLA and SEL may be referred to individually as “party” and jointly as the “parties.”
Indemnification ContractIndemnification Contract • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec
Iridium Satellite LLC (“IS”) The Boeing Company (“Boeing”), Motorola, Inc. (“Motorola”) and the United States (“the Government”) make this contract to support the transfer of ownership and control of the Iridium Communications System (hereafter “ICS”). As used in this contract, the “Iridium Communications System” or “ICS” shall mean the complete integrated satellite-based digitally switched communications system originally deployed by Motorola, including some non-functioning satellites (i.e., those listed in Annex A) or components thereof in orbit. For purposes of this contract, the ICS does not include and shall in no event be interpreted to include (a) any subscriber equipment (b) activities of the Satellite Network Operation Center (SNOC) except those that are directly related to the operation, maintenance or de-orbit of satellites or (c) operations of the government’s gateway under contract DCA100-97-D-0001.
= Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of The Securities Exchange Act of 1934, as amended. AMENDED AND RESTATED AGREEMENT FOR...Manufacturing Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • Delaware
This Agreement sets out the terms and conditions upon which Celestica will manufacture and supply to the Customer certain Products and supply certain Services as herein defined.
ContractNote • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE LAWS.
SUBSCRIBER EQUIPMENT TECHNOLOGY AGREEMENT (Design)Subscriber Equipment Technology Agreement • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • Illinois
This Subscriber Equipment Technology Agreement (“AGREEMENT”) is effective as of September 30, 2002 by and between Motorola Inc., a Delaware corporation, acting though its Commercial Government Industrial Solutions Sector, with principal offices located at 1303 East Algonquin Road, Schaumburg, IL 60196 (“MOTOROLA”), and SE Licensing LLC, a Delaware limited liability company, with offices located at 1600 Wilson Boulevard, Suite 1000, Arlington, VA 22209 (“SEL”). MOTOROLA and SEL may be referred to individually as “party” and jointly as the “parties.”
AMENDMENT NO. 013 TO CONTRACT NO. BSC-2000-001 BETWEEN IRIDIUM CONSTELLATION LLC AND THE BOEING COMPANYContract No. BSC-2000-001 • September 29th, 2009 • Iridium Communications Inc. • Communications equipment, nec • Delaware
This Amendment No. 013 (the “Amendment”) to Contract No. BSC-2000-001 (as amended, the “Contract”) between Iridium Constellation LLC, a Delaware limited liability company (“Owner”) and The Boeing Company, a Delaware company (“Boeing”) incorporates a Time and Material (T&M) billing rate for work performed during CY 2006 on the Broadband Special Project under Annex 18 to this Contract. The CY 2006 Time and Material (T&M) hourly billing rate is set forth in Annex 5 of the Contract. This Amendment is dated and effective as of April 15, 2006 (“Effective Date”). Owner and Boeing may be individually referred to as a “Party” and collectively referred to as “Parties”. Capitalized terms used but not defined in this Amendment are used as they are defined in the Contract.
