ContractSecurity Agreement • February 15th, 2007 • Motient Corp • Communications services, nec • New York
SECURITY AGREEMENT dated as of February 14, 2007, among TerreStar Networks Inc., a Delaware corporation (the “Issuer”), and any entities that may become Guarantors in the future under the Indenture (as defined below) (the foregoing, collectively, the “Grantors”) in favor of U.S. Bank National Association, as the trustee and collateral agent for the Holders under the Indenture referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
Motient Ventures Holding Inc. Motient Corporation One Discovery SquareContribution Agreement • February 15th, 2007 • Motient Corp • Communications services, nec • New York
This letter agreement (this “Agreement”) is to document the obligation of Motient Ventures Holding Inc., a Delaware corporation (“MVH”), to contribute to TerreStar Networks Inc., a Delaware corporation (“TerreStar”), at MVH’s option, either (i) 8,644,406 shares of common stock issued by SkyTerra Communications, Inc. (“SkyTerra”) (such shares, the “SkyTerra Shares”) or (ii) cash in an amount equal to the proceeds (net of selling expenses and taxes) from the sale of the SkyTerra Shares to one or more third party buyers, in either case in exchange for a number of shares of common stock of TerreStar equal to the product of (A) (x) the average of the bid and ask prices for one SkyTerra Share at the close of trading on the last trading day prior to the day of such contribution divided by (y) the fair market value of one share of TerreStar common stock at the close of trading on such last trading day prior to the day of such contribution (as determined in good faith by the board of directors
