REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2007, by and among Polaris Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
18,000,000 Units Polaris Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2008 • Polaris Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
Agreement made as of __________, 2007 between Polaris Acquisition Corp., a Delaware corporation, with offices at 2200 Fletcher Avenue, 4th Floor, Fort Lee, New Jersey 07024 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
AGREEMENT AND PLAN OF MERGER by and among VERIZON COMMUNICATIONS INC., VERIZON TELEMATICS INC. and HUGHES TELEMATICS, INC. Dated as of June 1, 2012Agreement and Plan of Merger • June 1st, 2012 • HUGHES Telematics, Inc. • Communications equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2012, is by and among Verizon Communications Inc., a Delaware corporation (“Parent”), Verizon Telematics Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and HUGHES Telematics, Inc., a Delaware corporation (the “Company”).
NON-QUALIFIED STOCK OPTION AGREEMENTAward Agreement • April 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec • Delaware
OPTION AGREEMENT (the “Award Agreement”), effective as of November 30, 2007, between HUGHES TELEMATICS, INC., a Delaware corporation (the “Company”), and Jeffrey Leddy (the “Optionee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2008 • Polaris Acquisition Corp. • Blank checks • New York
This Agreement is made as of _____________, 2008 by and between Polaris Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
and up to $20,000,000 in Incremental Loans as provided herein) AMENDED AND RESTATED CREDIT AGREEMENT among HUGHES TELEMATICS, INC., VARIOUS LENDERS, MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENT and MORGAN STANLEY & CO. INCORPORATED, as...Credit Agreement • April 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec
HUGHES TELEMATICS, INC. REGISTRATION RIGHTS AGREEMENT Dated as of February 7, 2011Registration Rights Agreement • February 8th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 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”).
TELEMATICS SERVICES AGREEMENTTelematics Services Agreement • September 11th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec
This Telematics Services Agreement (“Agreement”) is made effective as of June 4, 2007 (the “Effective Date”) by and between Hughes Telematics Inc., a Delaware corporation with a principal address at 41 Perimeter Center East, Suite 400, Atlanta, Georgia 30346 (“HTI”) and DaimlerChrysler Company LLC, a Delaware limited liability company with a principal address at 1000 Chrysler Drive, Auburn Hills, Michigan 48326-2766 (“DCC”).
GUARANTY AND COLLATERAL AGREEMENT dated as of March 31, 2008 among HUGHES TELEMATICS, INC., THE SUBSIDIARIES OF HUGHES TELEMATICS, INC. IDENTIFIED HEREIN and MORGAN STANLEY & CO. INCORPORATED, as COLLATERAL AGENTGuaranty and Collateral Agreement • April 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
GUARANTY AND COLLATERAL AGREEMENT (this “Agreement”) dated as of March 31, 2008, among HUGHES TELEMATICS, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto (whether as original signatories or as additional parties as contemplated by Section 7.14 hereof) identified herein and MORGAN STANLEY & CO. INCORPORATED, as collateral agent for the Lenders and the other Secured Creditors (as defined below) as party to the Credit Agreement described below (in such capacity, the “Collateral Agent”.
HUGHES TELEMATICS, INC. STOCK PURCHASE AGREEMENT Dated as of February 7, 2011Stock Purchase Agreement • February 8th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
This STOCK PURCHASE AGREEMENT, dated as of February 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”).
NON-QUALIFIED STOCK OPTION AGREEMENTAward Agreement • April 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec • Delaware
OPTION AGREEMENT (the “Award Agreement”), effective as of November 30, 2007, between HUGHES TELEMATICS, INC., a Delaware corporation (the “Company”), and Matthew Nord (the “Optionee”).
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and between POLARIS ACQUISITION CORP. (“Parent”) and HUGHES TELEMATICS, INC. (“Company”) ____________________ Dated March 12, 2009 ____________________Agreement and Plan of Merger • March 12th, 2009 • Polaris Acquisition Corp. • Communications equipment, nec • Delaware
This Agreement amends and restates the Amended and Restated Agreement and Plan of Merger, dated as of November 10, 2008 (the “Existing Agreement”), by and between Parent and the Company.
TELEMATICS AGREEMENT Dated: 12/28/2007 between HUGHES NETWORK SYSTEMS, LLC and HUGHES TELEMATICS, INC.Telematics Agreement • June 2nd, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec
HUGHES NETWORK SYSTEMS, LLC (“HNS”), a Delaware limited liability company, with its principal place of business at 11717 Exploration Lane, Germantown, Maryland, 20876, USA; and
TELEMATICS SERVICES AGREEMENT DATED AS OF OCTOBER 31, 2007 BY AND BETWEEN HUGHES TELEMATICS, INC. AND MERCEDES-BENZ USA, LLCTelematics Services Agreement • July 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec
This Telematics Services Agreement (“Agreement”) is made effective as of October 31, 2007 (the “Effective Date”) by and between Hughes Telematics Inc., a Delaware corporation with a principal address at 41 Perimeter Center East, Suite 400, Atlanta, Georgia 30346 (“HTI”) and Mercedes-Benz USA, LLC, a Delaware limited liability company with a principal address at One Mercedes Drive, Montvale, New Jersey 07645 (“MBUSA”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2010 • HUGHES Telematics, Inc. • Communications equipment, nec • Delaware
This RESTRICTED STOCK AGREEMENT (this “Agreement”), effective as of the day of , 201 , is entered into by and between HUGHES Telematics, Inc., a Delaware corporation (the “Company”), and (the “Grantee” and, together with the Company, the “Parties”).
NUMBER - THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, DECEMBER 17, 2014 WARRANTSHUGHES Telematics, Inc. • February 8th, 2011 • Communications equipment, nec
THIS CERTIFIES THAT, for value received [ ] is the registered holder of a Warrant expiring December 17, 2014 (the “Warrant”) to purchase [ ] ([ ]) fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of HUGHES Telematics, Inc., a Delaware corporation (the “Company”) evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the date hereof, such number of Shares of the Company at the price of $5.99 per share, upon surrender of this Warrant Certificate and payment of the Exercise Price at the office of the Company, but only subject to the conditions set forth herein.
ContractMerger Agreement • July 30th, 2012 • HUGHES Telematics, Inc. • Communications equipment, nec
ContractMerger Agreement • July 30th, 2012 • HUGHES Telematics, Inc. • Communications equipment, nec
ESCROW AGREEMENT DATED AS OF MARCH 31, 2009 BY AND AMONG POLARIS ACQUISITION CORP., COMMUNICATIONS INVESTORS LLC, AS ESCROW REPRESENTATIVE, TRIVERGANCE, LLC, AS SPONSORS REPRESENTATIVE, AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS ESCROW AGENTEscrow Agreement • April 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec • Delaware
THIS ESCROW AGREEMENT, dated as of March 31, 2009 (the “Escrow Agreement”), by and among Polaris Acquisition Corp., a Delaware corporation (“Parent”), Communications Investors LLC, in its capacity as representative of the holders of shares of Company Common Stock (the “Escrow Representative”), Trivergance, LLC, in its capacity as representative of the Sponsors (the “Sponsors Representative”), and Continental Stock Transfer & Trust Company, as escrow agent (in such capacity, the “Escrow Agent”). Capitalized terms used herein shall have the meanings specified in Exhibit A.
HUGHES TELEMATICS, INC. REGISTRATION RIGHTS AGREEMENT Dated as of October 7, 2011Registration 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF LIFECOMM LLCLimited Liability Company Agreement • August 9th, 2010 • HUGHES Telematics, Inc. • Communications equipment, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of LIFECOMM LLC, a Delaware limited liability company (the “Company”), is made and entered into as of May 12, 2010 (the “Effective Date”) by and among HUGHES Telematics, Inc., a Delaware corporation (“HTI”), QUALCOMM INCORPORATED, a Delaware corporation (“QC”), and American Medical Alert Corp., a New York corporation (“AMAC”).
ContractAssumption Agreement • April 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
ASSUMPTION AGREEMENT (this “Agreement”) dated as of March 31, 2009, among HUGHES TELEMATICS, INC. (formerly known as Polaris Acquisition Corp. and successor in interest to Hughes Telematics, Inc., a Delaware corporation, as the Original Borrower (as defined below)), a Delaware corporation (the “Company”), each Subsidiary Guarantor signatory hereto, the Administrative Agent and Collateral Agent (each as defined below) to (i) the Amended and Restated Credit Agreement, dated as of April 9, 2008 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Hughes Telematics, Inc., a Delaware corporation (the “Original Borrower”), the lenders from time to time party thereto (collectively, 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 for the Lenders and the other Secured Cred
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
WARRANT ESCROW AGREEMENT, dated as of _____________, 2007 (“Agreement”), by and among POLARIS ACQUISITION CORPORATION, a Delaware corporation (“Company”), BYRON BUSINESS VENTURES XX, LLC, PRAESUMO PARTNERS, LLC, MOORE HOLDINGS, LLC, VINCO VINCERE VICI VICTUM LLC, DAVID PALMER, MERITAGE FARMS LLC, CLOOBECK COMPANIES, LLC, GRANITE CREEK PARTNERS, L.L.C., ROXBURY CAPITAL GROUP LLC INCENTIVE SAVINGS PLAN, ALERION EQUITIES, LLC and ODESSA, LLC (collectively “Insider Purchasers”) and ________ STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Amendment AgreementAmendment Agreement • November 8th, 2010 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
This agreement (the “Agreement”) by and between HUGHES NETWORK SYSTEMS, LLC (“HNS”) and HUGHES TELEMATICS, INC. (the “Company”) and is executed this 5th day of November, 2010 in connection with the amendment and restatement of the Senior Unsecured Promissory Note, dated December 18, 2009, issued by the Company to HNS (the “Amended and Restated Note”).
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
FIFTH AMENDMENT (this “Amendment”), dated as of February 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”), the lenders party thereto (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • March 16th, 2010 • HUGHES Telematics, Inc. • Communications equipment, nec • Delaware
This Stock Option Agreement, including Schedule A hereto, (collectively, the “Agreement”) effective as of [Month Date, 201 ], sets forth the terms of a stock option (the “Option”) granted to (the “Participant”) by HUGHES Telematics, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of December 11, 2008, by and among HUGHES TELEMATICS, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto (each, a “Lender” and, collectively, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”) and MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent (in such capacity, the “Collateral Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
SECOND LIEN GUARANTY AND COLLATERAL AGREEMENT dated as of December 17, 2009 among HUGHES TELEMATICS, INC., THE SUBSIDIARIES OF HUGHES TELEMATICS, INC. IDENTIFIED HEREIN and PLASE HT, LLC, as COLLATERAL AGENTSecond Lien Guaranty and Collateral Agreement • December 22nd, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
SECOND LIEN GUARANTY AND COLLATERAL AGREEMENT dated as of December 17, 2009, among HUGHES TELEMATICS, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto (whether as original signatories or as additional parties as contemplated by Section 7.14 hereof) identified herein and PLASE HT, LLC,, as collateral agent for the Lenders and the other Secured Creditors (as defined below) as party to the Credit Agreement described below (in such capacity, the “Collateral Agent”.
ContractConsulting Agreement • March 15th, 2012 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
CONSULTING AGREEMENT (this “Agreement”) dated as of November 9, 2011, between HUGHES TELEMATICS, INC., a corporation organized under the laws of the State of Delaware (the “Company”) and Apollo Management V, L.P., a Delaware limited partnership (“Apollo”).
THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • February 8th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
THIRD AMENDMENT (this “Amendment”), dated as of February 7, 2011, to the Second Lien Credit Agreement, dated as of December 17, 2009 (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”), the lenders party thereto (the “Lenders”), PLASE HT, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.
HUGHES TELEMATICS, INC. STOCK PURCHASE AGREEMENT Dated as of October 7, 2011Stock 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 AGREEMENTCredit 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.
Subscription AgreementSubscription Agreement • November 29th, 2007 • Polaris Acquisition Corp. • Blank checks • New York
The undersigned hereby subscribes for and agrees to purchase _________ Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of Polaris Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $__________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Lazard Capital Markets LLC (“Lazard”). The Insider Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • March 16th, 2011 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
SECOND AMENDMENT (this “Amendment”), dated as of May 19, 2010, to the Second Lien Credit Agreement, dated as of December 17, 2009 (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”), the lenders party thereto (the “Lenders”), PLASE HT, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.
