0001277423-11-000040 Sample Contracts

HUGHES TELEMATICS, INC. REGISTRATION RIGHTS AGREEMENT Dated as of October 7, 2011
Registration Rights Agreement • October 12th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 7, 2011, by and among HUGHES TELEMATICS, INC., a Delaware corporation (the “Company”), and the entities and individuals designated on Schedule 1 hereto (each of which is herein referred to as an “Investor,” and together, the “Investors”).

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HUGHES TELEMATICS, INC. STOCK PURCHASE AGREEMENT Dated as of October 7, 2011
Stock Purchase Agreement • October 12th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

This STOCK PURCHASE AGREEMENT, dated as of October 7, 2011, by and among HUGHES TELEMATICS, INC., a Delaware corporation (the “Company”), and the entities and individuals designated on Schedule 1 hereto (each of which is herein referred to as a “Purchaser,” and together, the “Purchasers”).

SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 12th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York

SIXTH AMENDMENT (this “Amendment”), dated as of October 7, 2011, to the Amended and Restated Credit Agreement, dated as of April 9, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HUGHES TELEMATICS, INC., a Delaware corporation (“Borrower”), Networkfleet, Inc., a Delaware corporation (“Networkfleet”), HTI International, Inc. (“HTI International”), HTI IP, LLC (“HTI IP” and together with Networkfleet, HTI International, HTI IP and the Borrower, the “Credit Parties”), the lenders party thereto (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and MORGAN STANLEY & CO. INCORPORATED, as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

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