ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED ISSUER AND [TRUSTEE], TRUSTEEIndenture • July 3rd, 2008 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • New York
INDENTURE, dated as of [●], 20__, among ICO Global Communications (Holdings) Limited, a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, ISSUER AND [TRUSTEE], TRUSTEEICO Global Communications (Holdings) LTD • July 3rd, 2008 • Radio & tv broadcasting & communications equipment • New York
INDENTURE, dated as of [·], 20__, among ICO Global Communications (Holdings) Limited a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • February 4th, 2010 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • Delaware
This Standby Purchase Agreement (this “Agreement”), dated as of January 29, 2010, is entered into by and between ICO Global Communications (Holdings) Limited, a Delaware corporation (the “Company”), and Eagle River Partners, LLC (the “Standby Purchaser”), a Washington limited liability company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 12, 2002, is between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (the “Company”), and TELEDESIC LLC, a Delaware limited liability company (the “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 17, 2000, is between ICO-Teledesic Global Limited, a Delaware corporation (the “Company”) Cascade Investment, L.L.C., a Washington limited liability company, (the “Holder”).
STOCK PURCHASE AGREEMENT among MICROSOFT CORPORATION, TECHNICOLOR USA, INC., TIME WARNER CONTENTGUARD HOLDINGS, INC., CONTENTGUARD HOLDINGS, INC., PENDRELL TECHNOLOGIES LLC and PENDRELL CORPORATION, AS GUARANTOR September 28, 2011Stock Purchase Agreement • November 7th, 2011 • Pendrell Corp • Patent owners & lessors • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 28, 2011, by and among Pendrell Technologies LLC, a Nevada limited liability company, (the “Buyer”), Pendrell Corporation, a Delaware corporation, as guarantor (the “Guarantor”), Microsoft Corporation, a Washington corporation (“Microsoft”), Technicolor USA, Inc., a Delaware corporation (“Technicolor”), Time Warner ContentGuard Holdings, Inc., a Delaware corporation (“Time Warner”), and ContentGuard Holdings, Inc., a Delaware corporation (the “Company”). Each of Microsoft, Technicolor and Time Warner is referred to herein individually as a “Seller” and collectively as the “Sellers”. Unless otherwise provided herein, capitalized terms used herein are defined in ARTICLE XI.
PENDRELL CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2012 • Pendrell Corp • Patent owners & lessors • Washington
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of , by and between PENDRELL CORPORATION (the “Company”), a Washington corporation, and (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • New York
INDEMNIFICATION AGREEMENT, dated as of August 11, 2000 (the “Agreement”), by and among ICO-Teledesic Global Limited, a Delaware corporation (the “Company”), and Eagle River Investments, LLC, a Washington limited liability company (the “Investor”).
ASSIGNMENT OF WARRANTSAssignment of Warrants • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
This Assignment of Warrants (the “Agreement”) is made as of December 19,2003, between Teledesic LLC, a Delaware limited liability company (“Teledesic”), The Boeing Company, a Delaware corporation (“Boeing”), and, solely for the purposes of Section 3 of this Agreement, ICO Global Communications (Holdings) Limited, a Delaware corporation (“ICO”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 15th, 2012 • Pendrell Corp • Patent owners & lessors
This Agreement and Plan of Merger (the “Plan”) is made and entered into as of November 14, 2012, by and between Pendrell Corporation, a Delaware corporation (“Pendrell Delaware”) and Pendrell Washington Corporation, a Washington corporation and a wholly owned subsidiary of Pendrell Delaware (“Pendrell Washington”).
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
This Restricted Stock Grant Agreement (this “Agreement”) is entered into by and between ICO Global Communications (Holdings) Limited (“Company”), and (“Recipient”), effective , 200 .
RE: Retention AgreementPendrell Corp • March 4th, 2016 • Patent owners & lessors
This letter relates to your employment with Pendrell Corporation, a Washington corporation (“Pendrell”). You have served as Pendrell’s full-time chief product officer under the terms and conditions of an employment letter dated July 11, 2012, as supplemented by addenda dated January 1, 2015 and February 25, 2015 (collectively, the “Agreement”). In light of Pendrell’s decision to scale back product initiatives at ContentGuard, we have mutually determined that your duties no longer warrant full-time employment, which coincides with your desire to pursue activities outside of Pendrell. Therefore, we wish to terminate the Agreement to eliminate your full time employment relationship and replace the employment relationship with the consulting relationship described in this letter. We have agreed on the following.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2010 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment
This Amendment No. 1 (“Amendment”) to that certain Registration Rights Agreement, dated as of April 29, 2000 (“Agreement”), by and between ICO Global Communications (Holdings) Limited) (“Company”) and Eagle River Investments, LLC (subsequently assigned to Eagle River Satellite Holdings, LLC) (“Holder”) is made as of the 22nd day of April, 2010 (“Effective Date”) (Company and Holder, each a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Agreement.
SPACE SEGMENT CONTRACT Between ICO Satellite Management LLC And Space Systems/Loral, Inc.ICO Global Communications (Holdings) LTD • May 15th, 2006 • California
This Space Segment Contract (the “Contract”) is executed as of November 29, 2005 (“Execution Date”) and deemed entered into as of January 10, 2005 (the “Effective Date of Contract” or “EDC”) between ICO Satellite Management LLC, a limited liability company organized and existing under the laws of the State of Delaware, having an office and place of business at 2300 Carillon Point, Kirkland, Washington, 98033 (hereinafter referred to as “Purchaser”) and Space Systems/Loral, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at 3825 Fabian Way, Palo Alto, California 94303 (hereinafter referred to as “Contractor”). This Contract restates and amends the Satellite Contract entered into by Purchaser and Contractor as of January 10, 2005, as amended by Amendment One (1) entered into as of June 23, 2005, Amendment Two (2) entered into as of August 2, 2005, and Amendment Three (3) entered into as of September 23, 2005 (the
Amendment to Executive Employment LetterExecutive Employment Letter • January 6th, 2009 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment
This Amendment (“Amendment”) to that certain Employment Letter Agreement, dated as of April 23, 2006, by and between ICO Global Communications (Holdings) Limited and Craig Jorgens (“Agreement”) is made as of the 30th day of December, 2008 (“Effective Date”) by and between ICO Global Communications (Holdings) Limited (“ICO”), and Craig Jorgens (“Executive”), ICO and Executive each a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Agreement.
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • March 14th, 2017 • Pendrell Corp • Patent owners & lessors • Washington
This Stock Redemption Agreement (this “Agreement”) is by and between Highland Crusader Offshore Partners, L.P. (“Seller”) and Pendrell Corporation, a Washington corporation (the “Company”), effective March 9, 2017 (the “Effective Date”). Seller and the Company may be referred to collectively in this Agreement as the “Parties.”
LAUNCH SERVICES CONTRACT BETWEEN ICO SATELLITE SERVICES GP AND LOCKHEED MARTIN COMMERCIAL LAUNCH SERVICES, INC.Launch Services Contract • August 17th, 2006 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • New York
This launch services contract is made and entered into as of March [10], 2006 by and between ICO Satellite Services GP, a general partnership organized under the laws of the State of Delaware (“ICO”), and Lockheed Martin Commercial Launch Services, Inc., a corporation organized under the laws of the State of Delaware (“Launch Provider”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 17th, 2011 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • New York
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 15, 2011, is entered into by and among DISH Network Corporation (“DISH”) and ICO Global Communications (Holdings) Limited (“ICO”). DISH and ICO, and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Term Sheet (as defined below).
Amendment to Executive Employment LetterExecutive Employment Letter • January 6th, 2009 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment
This Amendment (“Amendment”) to that certain Employment Letter Agreement, dated as of October 19, 2007, by and between ICO Satellite Services G.P. and Michael P. Corkery (“Agreement”) is made as of the 30th day of December, 2008 (“Effective Date”) by and between ICO Satellite Services G.P. (“ICO”), and Michael Corkery (“Executive”), ICO and Executive each a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Agreement.
COLLATERAL TRUST AGREEMENT dated as of August 15, 2005 among ICO NORTH AMERICA, INC., ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, THE GUARANTORS PARTY HERETO FROM TIME TO TIME,Collateral Trust Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • New York
This COLLATERAL TRUST AGREEMENT (this “Agreement”), dated as of August 15, 2005, is entered into by and among ICO North America, Inc., a Delaware corporation (the “Company”); ICO Global Communications (Holdings) Limited, a Delaware corporation (“Parent”); the Guarantors (as defined below) from time to time party hereto; The Bank of New York, as collateral agent hereunder (together with its successors and permitted assigns in such capacity, the “Collateral Agent”); The Bank of New York, as trustee under the Indenture (as defined below) (together with its successors and permitted assigns in such capacity, the “Indenture Trustee”); the lender or administrative agent under the Loan Agreement (as defined below) which becomes a party hereto by executing and delivering a Collateral Trust Joinder (together with its successors and permitted assigns in such capacity, the “Lender”); and each other Person which becomes a party hereto by executing and delivering a Collateral Trust Joinder.
COLLATERAL TRUST JOINDERCollateral Trust • December 28th, 2006 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment
The undersigned, ICO Satellite North America Limited, a company organized under the laws of the Cayman Islands, hereby agrees to become party as an Obligor under the Collateral Trust Agreement dated as of August 15, 2005, by and among ICO North America, Inc., a Delaware corporation; ICO Global Communications (Holdings) Limited, a Delaware corporation; the Guarantors (as defined therein) from time to time party thereto; The Bank of New York, as collateral agent thereunder; The Bank of New York, as trustee under the Indenture (as defined therein); and the lender or administrative agent under the Loan Agreement (as defined therein) which becomes a party thereto by executing and delivering a Collateral Trust Joinder; and to be bound by the terms of said Collateral Trust Agreement as fully as if the undersigned had executed and delivered said Collateral Trust Agreement as of the date thereof.
Amendment to Executive Employment LetterExecutive Employment Letter • January 6th, 2009 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment
This Amendment (“Amendment”) to that certain Employment Letter Agreement, dated as of December 16, 2005, by and between ICO Satellite Services G.P. and David Zufall (“Agreement”) is made as of the 30th day of December, 2008 (“Effective Date”) by and between ICO Satellite Services G.P. (“ICO”), and David Zufall (“Executive”), ICO and Executive each a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Agreement.
WAIVERWaiver • July 1st, 2009 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment
This WAIVER (the “Waiver”) is made and entered into as of June 22, 2009 with respect that certain SUPPORT AGREEMENT (the “Agreement”) by and among DBSD North America, Inc., a Delaware corporation (formerly known as ICO North America, Inc., “DBSD”); the ICO Parties (as defined in the Agreement) and each of the undersigned holders (the “Participating Holders”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
ContractConsulting Agreement • February 6th, 2009 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • Virginia
SUPPORT AGREEMENTSupport Agreement • May 15th, 2009 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • New York
SEPARATION AGREEMENTSeparation Agreement • March 6th, 2015 • Pendrell Corp • Patent owners & lessors • Washington
This Separation Agreement (“Agreement”) is entered into by and between Pendrell Corporation and its subsidiaries (“Pendrell” or “Company”) and Benjamin G. Wolff (“Employee”) (collectively “Parties”) to set forth the terms and conditions of Employee’s separation from Pendrell effective November 19, 2014.
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITEDStock Option Letter Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD
We are pleased to inform you that you have been selected by ICO Global Communications (Holdings) Limited (the “Company”) to receive a stock option (the “Option”) to purchase shares (the “Option Shares”) of the Company’s Class A Common Stock. The Option is granted outside the Company’s 2000 Stock Incentive Plan (the “Plan”) and any shares issued upon exercise of the Option will not be issued from those shares authorized under the Plan. Notwithstanding the foregoing, and except as expressly provided otherwise herein, the Option is subject to the terms and conditions of the Plan, a copy of which is attached. The Plan is incorporated by reference into this Agreement, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan, except as expressly provided otherwise herein. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan, unless otherwise indicated in this Option Agreement.
June 22, 2009 Mr. Craig Jorgens Orinda, CA 94563 c/o ICO Global Communications (Holdings) Limited 11700 Plaza America Drive, Suite 1010 Reston, VA 20190 Re: Separation Agreement Dear Craig:Consulting Agreement • June 25th, 2009 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • California
This letter sets forth the substance of the agreement (the “Agreement”) between you and ICO Global Communications (Holdings) Limited (“ICO Global,” and together with its affiliates, the “Company”) in light of the decision of you and the Company to separate.
Interim Services AgreementInterim Services Agreement • February 23rd, 2010 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • New York
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Virginia
THIS CONSULTING AGREEMENT (“Agreement”) is made effective as of March 1, 2006, by and between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (“ICO”), R. Gerard Salemme, an individual (“Consultant”).
SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • May 3rd, 2013 • Pendrell Corp • Patent owners & lessors • Washington
This Severance and Release Agreement (“Agreement”) is entered into by and between Pendrell Corporation (“Pendrell” or “Company”) and Thomas J. Neary (“Employee”) (collectively “Parties”) on February 25, 2013 to set forth the terms and conditions of Employee’s separation from Pendrell. In exchange for the benefits described in this Agreement that Employee acknowledges are over and above that to which Employee would otherwise be entitled, Employee agrees to execute this Agreement which includes a full release of all known and unknown claims.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • August 3rd, 2012 • Pendrell Corp • Patent owners & lessors • California
This AGREEMENT (“Agreement”) is entered into between ICO Global Communications (Operations) Limited (“ICO Operations”) and Pendrell Corporation (formerly ICO Global Communications (Holdings) Limited) (“Pendrell”) (collectively “ICO Parties”) and Eagle River Investments, LLC (“Eagle River”), on the one hand, and Boeing Satellite Systems International, Inc. (“BSSI”), and The Boeing Company (“Boeing”) (collectively, the “Boeing Parties,” and collectively with the ICO Parties and Eagle River, the “Parties”), on the other hand, and is entered into as of June 25, 2012 (“Agreement”).
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITEDStock Incentive Plan Stock Option Letter Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD
We are pleased to inform you that you have been selected by ICO Global Communications (Holdings) Limited (the “Company”) to receive a stock option (the “Option”) to purchase shares (the “Option Shares”) of the Company’s Class A Common Stock. The Option is granted outside the Company’s 2000 Stock Incentive Plan (the “Plan”) and any shares issued upon exercise of the Option will not be issued from those shares authorized under the Plan. Notwithstanding the foregoing, and except as expressly provided otherwise herein, the Option is subject to the terms and conditions of the Plan, a copy of which is attached. The Plan is incorporated by reference into this Agreement, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan, except as expressly provided otherwise herein. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan, unless otherwise indicated in this Option Agreement.
Amendment to Executive Employment LetterExecutive Employment Letter • January 6th, 2009 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment
This Amendment (“Amendment”) to that certain Employment Letter Agreement, dated as of November 1, 2005, by and between ICO Global Communications (Holdings) Limited and J. Timothy Bryan (“Agreement”) is made as of the 30th day of December, 2008 (“Effective Date”) by and between ICO Global Communications (Holdings) Limited (“ICO”), and J. Timothy Bryan (“Executive”), ICO and Executive each a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Agreement.
IMPLEMENTATION AGREEMENT BETWEEN ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED AND DISH NETWORK CORPORATION Dated as of March 15, 2011Implementation Agreement • March 17th, 2011 • ICO Global Communications (Holdings) LTD • Radio & tv broadcasting & communications equipment • New York
IMPLEMENTATION AGREEMENT, dated as of March 15, 2011 (the “Agreement”), between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (the “Seller”), and DISH NETWORK CORPORATION, a Nevada corporation (“DISH”). The Seller and DISH may be referred to individually herein as a “Party”, and together, the “Parties”.
