EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 1, 2002, by and among Motient Corporation, a Delaware corporation (the "Company"), Prospect Street High Income Portfolio...Registration Rights Agreement • May 8th, 2002 • Motient Corp • Communications services, nec • Delaware
Contract Type FiledMay 8th, 2002 Company Industry Jurisdiction
RECITALSEmployment Agreement • March 30th, 2006 • Motient Corp • Communications services, nec
Contract Type FiledMarch 30th, 2006 Company Industry
AGREEMENTAgreement • March 28th, 1997 • American Mobile Satellite Corp • Communications services, nec • Virginia
Contract Type FiledMarch 28th, 1997 Company Industry Jurisdiction
EXHIBIT 10.40 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON...Motient Corp • April 26th, 2004 • Communications services, nec • Delaware
Company FiledApril 26th, 2004 Industry Jurisdiction
COMPANY STOCKHOLDER VOTING AGREEMENT (APOLLO INVESTMENT FUND IV, L.P.) THIS VOTING AGREEMENT (this "Voting Agreement") is entered into as of May 14, 2001 by and between Motient Corporation, a Delaware corporation ("Acquiror"), and the undersigned...Voting Agreement • May 24th, 2001 • Motient Corp • Communications services, nec • Delaware
Contract Type FiledMay 24th, 2001 Company Industry Jurisdiction
Exhibit 10.64a -------------- PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of December 30, 1997, made by American Mobile Satellite Corporation, a Delaware corporation (the "Pledgor"), to Hughes Communications Satellite Services, Inc., a California...Pledge Agreement • March 31st, 1998 • American Mobile Satellite Corp • Communications services, nec • New York
Contract Type FiledMarch 31st, 1998 Company Industry Jurisdiction
1 EXHIBIT 10.120Revolving Credit Agreement • June 26th, 2001 • Motient Corp • Communications services, nec • New York
Contract Type FiledJune 26th, 2001 Company Industry Jurisdiction
1 EXHIBIT 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 14, 2001, by and among Motient Corporation, a Delaware corporation (the "Company"), Apollo...Registration Rights Agreement • June 26th, 2001 • Motient Corp • Communications services, nec • Delaware
Contract Type FiledJune 26th, 2001 Company Industry Jurisdiction
RECITALSStockholders' Agreement • May 11th, 2005 • Motient Corp • Communications services, nec • Delaware
Contract Type FiledMay 11th, 2005 Company Industry Jurisdiction
EXHIBIT 10.44 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 14th, 2000 • Motient Corp • Communications services, nec • Delaware
Contract Type FiledAugust 14th, 2000 Company Industry Jurisdiction
1 EXHIBIT 99.1 SHAREHOLDERS AGREEMENTShareholders Agreement • July 9th, 1999 • American Mobile Satellite Corp • Communications services, nec • Delaware
Contract Type FiledJuly 9th, 1999 Company Industry Jurisdiction
Recitals Parties: A. The Parties to this Agreement are:Settlement Agreement • May 8th, 2002 • Motient Corp • Communications services, nec • New York
Contract Type FiledMay 8th, 2002 Company Industry Jurisdiction
February 9, 2005 MOTIENT CORPORATION COMMON STOCK PURCHASE WARRANT Void after February 9, 2010 This Warrant (the "Warrant") entitles ________________ (including any successors or assigns, the "Holder"), for value received, to purchase from motient...Motient Corp • February 14th, 2005 • Communications services, nec • Delaware
Company FiledFebruary 14th, 2005 Industry Jurisdiction
1 EXHIBIT 1 7,000,000 SHARES OF COMMON STOCK AMERICAN MOBILE SATELLITE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 1999 • American Mobile Satellite Corp • Communications services, nec • New York
Contract Type FiledJuly 26th, 1999 Company Industry Jurisdiction
October 1, 2001 Rare Medium Group, Inc. 565 Fifth Avenue 29th Floor New York, NY 10017 Attention: General Counsel RE: Merger Agreement and Note Purchase Agreement Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger by...Motient Corp • November 14th, 2001 • Communications services, nec • Delaware
Company FiledNovember 14th, 2001 Industry JurisdictionReference is hereby made to the Agreement and Plan of Merger by and among Motient Corporation ("Acquiror"), MR Acquisition Corp. ("Merger Sub") and Rare Medium Group, Inc. (the "Company," which, along with Acquiror and Merger Sub, is sometimes hereinafter referred to collectively as the "Parties"), dated as of May 14, 2001 (as amended through the date hereof, the "Merger Agreement"). Reference is also hereby made to the Note Purchase Agreement by and between Acquiror and the Company, dated as of April 2, 2001 (the "Note Purchase Agreement"). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement.
EXHIBIT 10.65 ------------- STOCK PURCHASE AGREEMENT FOR THE ACQUISITION OF MOTOROLA ARDIS ACQUISITION, INC.Stock Purchase Agreement • March 31st, 1998 • American Mobile Satellite Corp • Communications services, nec • New York
Contract Type FiledMarch 31st, 1998 Company Industry Jurisdiction
betweenWarrant Agreement • May 1st, 2002 • Motient Corp • Communications services, nec • Delaware
Contract Type FiledMay 1st, 2002 Company Industry Jurisdiction
EXHIBIT 3 JUNIOR SUBORDINATED SECURED EXCHANGEABLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD OR OFFERED FOR SALE IN THE...Note Purchase Agreement • October 18th, 1999 • American Mobile Satellite Corp • Communications services, nec • New York
Contract Type FiledOctober 18th, 1999 Company Industry Jurisdiction
EXHIBIT 10.45 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of June 29, 2000, by and among MOTIENT CORPORATION, a Delaware corporation (the "Company"), each stockholder signatory hereto (the "Investors") and...Registration Rights Agreement • August 14th, 2000 • Motient Corp • Communications services, nec • Virginia
Contract Type FiledAugust 14th, 2000 Company Industry Jurisdiction
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PLEDGORPledge Agreement • March 22nd, 2004 • Motient Corp • Communications services, nec • New York
Contract Type FiledMarch 22nd, 2004 Company Industry Jurisdiction
EXHIBIT 10.38 MOTIENT CORPORATION COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of April 7, 2004 and is by and among (i) MOTIENT CORPORATION, a Delaware corporation, with its principal office at...Common Stock Purchase Agreement • April 26th, 2004 • Motient Corp • Communications services, nec • New York
Contract Type FiledApril 26th, 2004 Company Industry Jurisdiction
Motient Corporation 10802 Parkridge Boulevard Reston, VA 20191-5416 MOTIENT CORPORATION STOCK AWARD PLAN Restricted Stock Agreement Notice of GrantRestricted Stock Agreement • August 27th, 2001 • Motient Corp • Communications services, nec
Contract Type FiledAugust 27th, 2001 Company Industry
Exhibit 10.6 MOTIENT CORPORATION STOCK AWARD PLAN As Amended and Restated To Be Effective May 23, 2000 1. Definitions In this Plan, except where the context otherwise indicates, the following definitions apply: A. "Agreement" means a written agreement...Motient Corp • March 29th, 2002 • Communications services, nec
Company FiledMarch 29th, 2002 Industry
Exhibit 10.1 MOTIENT CORPORATION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of April 15, 2005 and is by and among MOTIENT CORPORATION, a Delaware corporation, with its principal office at 300...Securities Purchase Agreement • April 18th, 2005 • Motient Corp • Communications services, nec • New York
Contract Type FiledApril 18th, 2005 Company Industry Jurisdiction
Revised by Amendment 7 AMENDMENT NO.7 TO THE AMSC/HUGHES MSAT SPACECRAFT CONTRACT This Amendment No. 7 to the MSAT Spacecraft AMSC-S/C-11/90-001 dated 10 December 1990 (the Contract) as amended, is made effective this 2nd day of December 1997 by and...American Mobile Satellite Corp • March 31st, 1998 • Communications services, nec
Company FiledMarch 31st, 1998 Industry
EXHIBIT 10.26 FIRST AMENDMENT TO SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this "Amendment"), is made as of January 30, 2003, by and between M&E Advisors L.L.C., as collateral agent for the Secured Parties (in such capacity,...Security Agreement • March 22nd, 2004 • Motient Corp • Communications services, nec
Contract Type FiledMarch 22nd, 2004 Company Industry
STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of April 3, 2001 is between Motient Corporation, a Delaware corporation (the "Company" or "Pledgor"), and Rare Medium Group, Inc., a Delaware corporation (together with...Stock Pledge Agreement • April 11th, 2001 • Motient Corp • Communications services, nec • New York
Contract Type FiledApril 11th, 2001 Company Industry Jurisdiction
INTRODUCTION ------------Purchase Agreement • August 21st, 2006 • Motient Corp • Communications services, nec • New York
Contract Type FiledAugust 21st, 2006 Company Industry Jurisdiction
RECITALSSublease Agreement • March 29th, 2002 • Motient Corp • Communications services, nec • Virginia
Contract Type FiledMarch 29th, 2002 Company Industry Jurisdiction
VOTING AGREEMENTVoting Agreement • February 14th, 2005 • Motient Corp • Communications services, nec • New York
Contract Type FiledFebruary 14th, 2005 Company Industry Jurisdiction
EXHIBIT 10.43 MOTIENT CORPORATION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is dated as of November 12, 2004 and is by and among MOTIENT CORPORATION, a Delaware corporation, with its principal office at 300...Securities Purchase Agreement • November 15th, 2004 • Motient Corp • Communications services, nec • New York
Contract Type FiledNovember 15th, 2004 Company Industry Jurisdiction
AMENDMENT NO. 2 AND WAIVER OF REVOLVING CREDIT AGREEMENT AND AMENDMENT NO. 1 OF SUBSIDIARY GUARANTIESAmerican Mobile Satellite Corp • March 30th, 2000 • Communications services, nec • New York
Company FiledMarch 30th, 2000 Industry Jurisdiction
19,000,000.00 May 1, 2002 FOR VALUE RECEIVED, MVH HOLDINGS INC., a Delaware corporation ("Borrower") hereby promises to pay to the order of, RARE MEDIUM GROUP, INC. (together with any and all of its successors and assigns and/or any other holder of...Investment Agreement • May 8th, 2002 • Motient Corp • Communications services, nec
Contract Type FiledMay 8th, 2002 Company Industry
amongRevolving Credit Agreement • May 15th, 1998 • American Mobile Satellite Corp • Communications services, nec • New York
Contract Type FiledMay 15th, 1998 Company Industry Jurisdiction
EXHIBIT 10.42 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT, SUCH...Motient Corp • August 16th, 2004 • Communications services, nec
Company FiledAugust 16th, 2004 Industry