Exhibit 2
ACQUIROR STOCKHOLDER VOTING AGREEMENT
(Baron)
THIS VOTING AGREEMENT (this "Voting Agreement") is
entered into as of May 14, 2001 by and between Rare Medium Group, Inc., a
Delaware corporation (the "Company"), and the undersigned stockholder (the
"Stockholder") of Motient Corporation, a Delaware corporation ("Acquiror").
WHEREAS, pursuant to that certain Agreement and Plan of
Merger, dated as of May 14, 2001 (the "Merger Agreement"), by and among
Acquiror, the Company and MR Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Acquiror, among other things, Merger Sub will be
merged with and into the Company (the "Merger") and, as a result of the
Merger, the separate corporate existence of Merger Sub shall cease and the
Company shall continue as the surviving corporation of the Merger and in
order to induce Company to enter into the Merger Agreement, the Stockholder
has agreed to execute and deliver to Company this Voting Agreement;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used and not defined
herein shall have the meanings specified in the Merger Agreement.
2. Voting; Grant of Proxy and Further Assurances. The
Stockholder hereby irrevocably agrees, during the Term (as defined below),
to cast all votes attributable to that number of shares of Acquiror Common
Stock beneficially owned or hereafter acquired by the Stockholder and over
which the Stockholder has direct or indirect voting power (the "Shares") at
any annual or special meeting of stockholders of Acquiror, including any
adjournments or postponements thereof, or written consent of stockholders
in lieu thereof , in favor of the approval and adoption of the Merger and
the Merger Agreement and against any Competing Transaction for Acquiror.
3. Non-Interference. The Stockholder hereby agrees during
the Term not to (a) grant any proxies, deposit any Shares into a voting
trust or enter into a voting agreement with respect to any Shares; or (b)
take any action which would have the effect of preventing or inhibiting the
Stockholder from performing the Stockholder's obligations under this Voting
Agreement.
4. Termination. This Voting Agreement and any Proxy
delivered hereunder shall terminate and shall have no further force or
effect as of the earlier to occur of such time as the (a) Merger shall
become effective in accordance with the terms set forth in the Merger
Agreement, (b) the provisions of Section 2.01 of the Merger Agreement or
any other material term or condition of the Merger Agreement shall have
been modified or amended without the prior written consent of the
Stockholder, or (c) Merger Agreement shall have been terminated in
accordance with the terms thereof (such time being the "Termination Time").
For purposes of this Voting Agreement, "Term" shall mean the period from
the date hereof until the Termination Time.
5. Misclellaneous. This Voting Agreement (a) constitutes
the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties hereto with
respect to the subject matter hereof and (b) shall not be assigned by
operation of law or otherwise. This Voting Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
regard to any principles of Delaware conflicts of law. The parties hereto
agree that any suit, action or proceeding seeking to enforce any provision
of, or based on any matter arising out of or in connection with, this
Voting Agreement or the transactions contemplated hereby shall be brought
in the United States District Court for the District of Delaware or any
Delaware State court sitting in Wilmington, Delaware having subject matter
jurisdiction, and each of the parties hereby consents to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding
which is brought in any such court has been brought in an inconvenient
forum. Process in any such suit, action or proceeding may be served on any
party anywhere in the world, whether within or without the jurisdiction of
any such court. The parties hereto agree that if any of the provisions of
this Voting Agreement are not performed in accordance with their specific
terms or are otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to
determine, and that the parties shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity. This
Voting Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and nothing in this Voting Agreement, express or
implied, is intended to or shall confer upon any other person or persons
any rights, benefits or remedies of any nature whatsoever under or by
reason of this Voting Agreement. This Voting Agreement shall not be
amended, altered or modified except by an instrument in writing duly
executed by each of the parties hereto. No delay or failure on the part of
either party hereto in exercising any right, power or privilege under this
Voting Agreement shall impair any such right, power or privilege or be
construed as a waiver of any default or any acquiescence thereto. No single
or partial exercise of any such right, power or privilege shall preclude
the further exercise of such right, power or privilege, or the exercise of
any other right, power or privilege. No waiver shall be valid against any
party hereto, unless made in writing and signed by the party against whom
enforcement of such waiver is sought, and then only to the extent expressly
specified therein. Each of the parties hereto hereby agrees to take or
cause to be taken such further actions, to execute, deliver and file or
cause to be executed, delivered and filed such further documents and
instruments, and to obtain such consents as may be necessary or as may be
reasonably requested in order to fully effectuate the purposes, terms and
conditions of this Voting Agreement. This Voting Agreement may be executed
in counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts shall together constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Voting Agreement, or have caused this Voting Agreement
to be duly executed and delivered in their names and on their behalf, as of
the date first written above.
RARE MEDIUM GROUP, INC.
By:
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Name:
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Title:
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BARON CAPITAL PARTNERS, L.P.
By:
By:
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Name:
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Title:
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