EXCHANGE AGREEMENT BY AND AMONG MOTIENT CORPORATION, MOTIENT VENTURES HOLDING INC., AND SKYTERRA COMMUNICATIONS, INC. Dated as of May 6, 2006Exchange Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 6, 2006 by and among Motient Corporation, a Delaware corporation (“Motient”), Motient Ventures Holding Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Motient (“Sub”), and SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec
THIS AMENDMENT NO. 3 (this “Amendment”) to the Amended and Restated Stockholder’s Agreement, dated as of November 12, 2004 of Mobile Satellite Ventures GP (“MSV GP”), as amended from time to time (the “Agreement”) is hereby adopted by the stockholders of MSV GP this 6th day of May 2006.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 6, 2006, is by and among (i) Columbia Space (QP), Inc., a Delaware corporation, Columbia Space (AI), Inc., a Delaware corporation, Columbia Space Partners, Inc., a Delaware corporation, Spectrum Space IV Parallel, Inc., a Delaware corporation, Spectrum Space Equity Investors IV, Inc., a Delaware corporation and Spectrum Space IV Managers, Inc., a Delaware corporation, (together, the “Blocker Corporations”), (ii) Columbia Capital Equity Partners III (QP), L.P., a Delaware limited partnership, Columbia Capital Equity Partners III (AI), L.P., a Delaware limited partnership, Columbia Capital Investors III, LLC, a Delaware limited liability company, Columbia Capital Equity Partners III (Cayman), L.P., a Cayman Islands exempted limited partnership, Columbia Capital Investors III, LLC, a Delaware limited liability company, Columbia Capital Employee Investors III, L.L.C., a Delaware limited liability company, Spectrum Equit
AMENDMENT NO. 2 TO TERRESTAR NETWORKS INC. STOCKHOLDER’S AGREEMENTS Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec
THIS AMENDMENT NO. 2 (this “Amendment”) to the TerreStar Networks Inc. (“TerreStar”) Stockholder’s Agreement, dated as of May 11, 2005, as amended from time to time (the “Agreement”) is hereby adopted by the Stockholders of TerreStar this 6th day of May, 2006.
FORM OF EXCHANGE AGREEMENT BY AND AMONG SKYTERRA COMMUNICATIONS, INC., [COLUMBIA / SPECTRUM BLOCKER CORPORATION] [COLUMBIA / SPECTRUM BLOCKER CORPORATION EQUITY HOLDER(S)] MVH HOLDINGS INC. AND MOTIENT CORPORATION Dated as of May 6, 2006Exchange Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 6, 2006 by and among SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”), [Columbia / Spectrum Blocker Corporation] (“Blocker Corporation”), [Columbia / Spectrum Blocker Corporation Equity Holder(s)] (“Columbia”), Motient Corporation, a Delaware corporation (“Motient”), MVH Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Motient (“MVH”) and together with Columbia and Motient, the “Funds”).
AMENDED AND RESTATED TERRESTAR NETWORKS INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec • Delaware
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of May 6, 2006, but to be effective for all purposes from and after the Effective Date as defined herein, by and among TerreStar Networks Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule I hereto.
REGISTRATION RIGHTS AGREEMENTAsset Purchase Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 6, 2006, is by and among Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd. and Bay Harbour Master Ltd., Continental Casualty Company, Maranello Holdings LLC, Scoggin IV LLC, Mr. Jeffrey Benjamin and Mr. Norman Brownstein (each, a “Holder,” together, the “Holders”) and SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”). Certain capitalized terms used herein are defined in Section 7 below.
PREFERRED REDEMPTION AGREEMENT among SKYTERRA COMMUNICATIONS, INC. and EACH OF THE SIGNATORIES HERETO Dated May 6, 2006Preferred Redemption Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
THIS PREFERRED REDEMPTION AGREEMENT (this “Agreement”) is made this 6th day of May, 2006 among SkyTerra Communications, Inc., a Delaware corporation (the “Company”), and each of the signatories identified on the signature page to this Agreement (collectively, the “Purchasers” and, individually, a “Purchaser”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 6, 2006 (the “Effective Date”), by and among Bay Harbour MSV, Inc., a Delaware corporation (“Bay Harbour”); Trophy Hunter Investments, Ltd. and Bay Harbour 90-1, Ltd., each a Florida limited partnership, and Bay Harbour Master Ltd., an exempt company with limited liability incorporated in the Cayman Islands (collectively, “Bay Harbour Parent”); MSV Rollup LLC, a Delaware limited liability company (“Holdings”); and SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”). Holdings and Bay Harbour are sometimes referred to herein as the “Constituent Companies.”
FORM OF ASSET PURCHASE AGREEMENTForm of Asset Purchase Agreement • May 11th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 6, 2006 (the “Effective Date”), by and among [Seller] (“[Seller]”), MSV Investors Holdings, Inc., a Delaware corporation (“Buyer”), and SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”).
