EXHIBIT 10.44
MOTIENT CORPORATION
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of
November 12, 2004 by and among MOTIENT CORPORATION, a Delaware corporation, (the
"COMPANY"), and each investor listed on Schedule 1 hereto (each such investor,
individually, an "INVESTOR" and, collectively, the "INVESTORS").
WHEREAS, the Company has agreed to issue and sell to the Investors, and
the Investors have agreed to purchase from the Company, an aggregate of up to
$131,580,429.13 of shares (the "SHARES") of the Company's common stock, $0.01
par value per share (including any securities into which or for which such
shares may be exchanged for, or converted into, pursuant to any stock dividend,
stock split, stock combination, recapitalization, reclassification,
reorganization or other similar event, the "COMMON STOCK"), at a per share price
and upon the terms and conditions set forth in the Securities Purchase
Agreement, dated as of the date hereof, between the Company and the Investors
(the "SECURITIES PURCHASE AGREEMENT"); and
WHEREAS, the terms of the Securities Purchase Agreement provide that it
shall be a condition precedent to the closing of the transactions thereunder,
for the Company and the Investors to execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
1. DEFINITIONS. The following terms shall have the meanings provided
therefor below or elsewhere in this Agreement as described below:
"AFFILIATES" means any Person that, directly or indirectly, through one
or more intermediaries, controls, is controlled by, or is under common control
with, a Person, as such terms are used and construed under Rule 144, and with
respect to Tudor, in addition to the foregoing, the term "Affiliate" shall also
include the Related Entities, and in all cases including, without limitation,
any Person that serves as a general partner and/or investment adviser or in a
similar capacity of a Person.
"BOARD" means the board of directors of the Company.
"BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a federal legal holiday or a day on which banking institutions in the
State of Delaware are authorized or required by law or other governmental action
to close.
"CLOSING DATE" has the meaning set forth in the Securities Purchase
Agreement.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and all of the rules and regulations promulgated thereunder.
"PERSON" (whether or not capitalized) means an individual, partnership,
limited liability company, corporation, association, trust, joint venture,
unincorporated organization, and any government, governmental department or
agency or political subdivision thereof.
"PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
Registration Statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Shares
covered by such Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material
incorporated by reference in such Prospectus.
"REGISTRABLE SHARES" means, at the relevant time of reference thereto,
the Shares and the Warrant Shares (including any shares of capital stock that
may be issued in respect thereof pursuant to a stock split, stock dividend,
recombination, reclassification or the like), PROVIDED, HOWEVER, that the term
"Registrable Shares" shall not include any of the Shares or Warrant Shares that
are actually sold pursuant to a registration statement that has been declared
effective under the Securities Act by the SEC.
"REGISTRATION STATEMENT" means the Mandatory S-1 Registration
Statement, any Demand Registration on Form S-3, and any additional registration
statements contemplated by this Agreement, including (in each case) the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference in such registration statement or
Prospectus.
"RELATED ENTITIES" includes, with respect to Tudor, any entities for
which any of the Tudor Entities or any of its affiliates serve as general
partner and/or investment advisor or in a similar capacity, and all mutual funds
or other pooled investment vehicles or entities under the control or management
of any of the Tudor Entities, or the general partner or investment adviser
thereof, or any affiliate of them. For purposes of this Agreement (a) "Tudor
Entities" means each of the following: any entity for which Tudor Investment
Corporation or an Affiliate thereof acts as general partner and/or investment
adviser, Tudor Investment Corporation or any Affiliate thereof acts as general
partner and/or investment adviser, Tudor Investment Corporation, Tudor Group
Holdings, LLC, their respective Affiliates, or any Affiliate or Affiliated Group
of Tudor Investment Corporation and/or Tudor Group Holdings LLC, and (b) with
respect to the Tudor Entities, "Affiliated Group" has the meaning given to it in
Section 1504 of the Internal Revenue Code of 1986, as amended, and in addition
includes any analogous combined, consolidated or unitary group, as defined under
any applicable state, local or foreign income tax law.
"RULE 144" means Rule 144 promulgated under the Securities Act and any
successor or substitute rule, law or provision.
"SEC" means the Securities and Exchange Commission.
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"SECURITIES ACT" means the Securities Act of 1933, as amended, and all
of the rules and regulations promulgated thereunder.
"TUDOR" means, collectively, The Raptor Global Portfolio, Ltd., The
Tudor BVI Global Portfolio, Ltd., The Altar Rock Fund L.P. and Tudor Proprietary
Trading, L.L.C.
"WARRANTS" means the warrants to purchase Common Stock, dated as of the
date hereof, issued by the Company to the Investors pursuant to the Securities
Purchase Agreement, a form of which is attached hereto as Exhibit A.
"WARRANT SHARES" means the shares of Common Stock issued or issuable
upon the exercise of the Warrants.
2. MANDATORY FORM S-1 REGISTRATION.
(a) As promptly as possible after the date hereof, and in any
event prior to the date that is sixty (60) days following the Closing Date (the
"MANDATORY FILING DATE"), the Company shall prepare and file with the SEC a
Registration Statement on Form S-1 for the purpose of registering under the
Securities Act all of the Registrable Shares for resale by, and for the account
of, each Investor as an initial selling stockholder thereunder (the "MANDATORY
S-1 REGISTRATION STATEMENT"). The Mandatory S-1 Registration Statement shall
permit the Investors to offer and sell, on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, any or all of the Registrable
Shares. The Company agrees to use its best efforts to cause the Mandatory S-1
Registration Statement to be declared effective as soon as possible but in no
event later than the date that is one hundred twenty (120) days following the
Closing Date (the "MANDATORY EFFECTIVE DATE") (including filing with the SEC,
within three (3) Business Days of the date that the Company is notified (orally
or in writing, whichever is earlier) by the SEC that the Mandatory S-1
Registration Statement will not be "reviewed" or will not be subject to further
review, a request for acceleration of effectiveness in accordance with Rule 461
promulgated under the Securities Act (an "ACCELERATION REQUEST"), which request
shall request an effective date that is within three (3) Business Days of the
date of such request). The Company shall notify each Investor in writing
promptly (and in any event within one (1) Business Day) after the Company's
submission of an Acceleration Request to the SEC. The Company shall be required
to keep the Mandatory S-1 Registration Statement continuously effective
(including through the filing of any required post-effective amendments) until
the earlier to occur of (i) the date after which all of the Registrable Shares
registered thereunder shall have been sold and (ii) the second (2nd) anniversary
of the later to occur of (a) the Closing Date and (b) the date on which each
Warrant has been exercised in full and after which by the terms of such Warrant
there are no additional Warrant Shares as to which the Warrant may become
exercisable; provided, that in either case such date shall be extended by the
amount of time of any Suspension Period (as defined below). Thereafter, the
Company shall be entitled to withdraw the Mandatory S-1 Registration Statement
and, upon such withdrawal, the Investors shall have no further right to offer or
sell any of the Registrable Shares pursuant to the Mandatory S-1 Registration
Statement (or any prospectus relating thereto).
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(b) Notwithstanding anything in this Section 2 to the
contrary, if the Company shall furnish to the Investors a certificate signed by
the President or Chief Executive Officer of the Company stating that the Board
has made the good faith determination (i) that the continued use by the
Investors of the Mandatory S-1 Registration Statement for purposes of effecting
offers or sales of Registrable Shares pursuant hereto would require, under the
Securities Act and the rules and regulations promulgated thereunder, premature
disclosure in the Mandatory S-1 Registration Statement (or the Prospectus
relating thereto) of material, nonpublic information concerning the Company, its
business or prospects or any proposed material transaction involving the
Company, (ii) that such premature disclosure would be materially adverse to the
Company, its business or prospects or any such proposed material transaction or
would not be in the best interests of the Company and (iii) that it is therefore
essential to suspend the use by the Investors, of the Mandatory S-1 Registration
Statement (and the Prospectus relating thereto), then the right of the Investors
to use the Mandatory S-1 Registration Statement (and the Prospectus relating
thereto) for purposes of effecting offers or sales of Registrable Shares
pursuant thereto shall be suspended for a period (the "SUSPENSION PERIOD") not
greater than fifteen (15) consecutive Business Days during any consecutive
twelve (12) month period. During the Suspension Period, the Investors shall not
offer or sell any Registrable Shares pursuant to or in reliance upon the
Mandatory S-1 Registration Statement (or the Prospectus relating thereto). The
Company agrees that, as promptly as possible, but in no event later than one (1)
Business Day, after the consummation, abandonment or public disclosure of the
event or transaction that caused the Company to suspend the use of the Mandatory
S-1 Registration Statement (and the Prospectus relating thereto) pursuant to
this Section 2(c), the Company will as promptly as possible lift any suspension,
provide the Investors with revised Prospectuses, if required, and will notify
the Investors of their ability to effect offers or sales of Registrable Shares
pursuant to or in reliance upon the Mandatory S-1 Registration Statement.
(c) It shall be a condition precedent to the obligations of
the Company to register Registrable Shares for the account of an Investor
pursuant to this Section 2 or Section 3 that such Investor furnish to the
Company such information regarding itself, the Registrable Securities held by
it, and the method of disposition of such securities as shall be required to
effect the registration of such Investor's Registrable Securities.
(d) Notwithstanding anything in this Agreement to the
contrary, the Investors' sole remedy for the failure of the Company to file the
Mandatory S-1 Registration Statement as promptly as possible after the date
hereof, and in any event on or prior to the Mandatory Filing Date, or for the
failure of the Company to make effective the Mandatory S-1 Registration
Statement on or prior to the Mandatory Effective Date, shall be the vesting of
the Warrants as provided for therein.
2A. MANDATORY S-3 REGISTRATION RIGHTS.
(a) If, at any time any Registrable Shares are not able to be
resold pursuant to an effective Registration Statement, (i) Form S-3 (or other
equivalent form) is then available for the registration of such Registrable
Shares and (ii) the Company shall receive from any Investor (including for this
purpose its Affiliates) who holds (or who together hold) at least twenty-five
percent (25%) of the then outstanding Registrable Shares a written request or
requests (a "DEMAND NOTICE") that the Company effect a registration on Form S-3
(a "Demand Registration"), or any successor or substitute form, with respect to
all or a part of the Registrable Shares owned by such Investor(s), then the
Company will promptly give written notice of the proposed registration and the
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Investor's or Investors' request therefor to all other Investors, and use best
efforts to effect such registration, as soon as practicable and in any event
within thirty (30) days, of all or such portion of such Investors' Registrable
Shares as are specified in such request, together with all or such portion of
the Registrable Shares of any other Investor or Investors joining in such
request as are specified in a written request given by such other Investor or
Investors within ten (10) Business Days after receipt of such written notice
from the Company; provided, however, that the Company may temporarily suspended
the use of such registration statement for the same reasons and on the same
terms as described in Section 2(b) above. The Company shall not be required to
effect more than three (3) registrations pursuant to this Section 2A(a) during
any consecutive twelve (12) month period.
(b) It shall be a condition precedent to the obligations of
the Company to register Registrable Shares for the account of an Investor
pursuant to this Section 2 or Section 3 that such Investor furnish to the
Company such information regarding itself, the Registrable Securities held by
it, and the method of disposition of such securities as shall be required to
effect the registration of such Investor's Registrable Securities.
3. "PIGGYBACK REGISTRATION".
(a) If at any time any Registrable Shares are not able to be
resold pursuant to an effective Registration Statement, and the Company proposes
to register any of its Common Stock under the Securities Act, whether as a
result of an offering for its own account or the account of others (but
excluding any registrations to be effected on Forms S-4 or S-8 or other
applicable successor Forms), the Company shall, each such time, give to the
Investors twenty (20) days' prior written notice of its intent to do so, and
such notice shall describe the proposed registration and shall offer such
Investors the opportunity to register such number of Registrable Shares as each
such Investor may request. Upon the written request of any Investor given to the
Company within fifteen (15) days after the receipt of any such notice by the
Company, the Company shall include in such Registration Statement all or part of
the Registrable Shares of such Investor, to the extent requested to be
registered.
(b) If a registration pursuant to Section 3 hereof involves an
underwritten offering and the managing underwriter shall advise the Company in
writing that, in its opinion, the number of shares of Common Stock requested by
the Investors to be included in such registration is likely to affect materially
and adversely the success of the offering or the price that would be received
for any shares of Common Stock offered in such offering, then, notwithstanding
anything in this Section 3 to the contrary, the Company shall only be required
to include in such registration, to the extent of the number of shares of Common
Stock which the Company is so advised can be sold in such offering, (i) first,
the number of shares of Common Stock requested to be included in such
registration for the account of any stockholders of the Company (including the
Investors), pro rata among such stockholders on the basis of the number of
shares of Common Stock that each of them has requested to be included in such
registration, and (ii) second, any shares of Common Stock proposed to be
included in such registration for the account of the Company.
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(c) In connection with any offering involving an underwriting
of shares, the Company shall not be required under this Section 3 or otherwise
to include the Registrable Shares of any Investor therein unless such Investor
accepts and agrees to the terms of the underwriting, which shall be reasonable
and customary, as agreed upon between the Company and the underwriters selected
by the Company.
4. OBLIGATIONS OF THE COMPANY. In connection with the Company's
registration obligations hereunder, the Company shall, as expeditiously as
practicable:
(a) (i) furnish to each Investor copies of all documents filed
with the SEC prior to their being filed with the SEC, (ii) use commercially
reasonable efforts to cause its officers and directors, counsel and certified
public accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of such Investor, to conduct a reasonable investigation
within the meaning of the Securities Act, and (iii) notify the Investors of any
stop order issued or threatened by the SEC and use best efforts to prevent the
entry of such stop order or to remove it if entered.
(b) (i) prepare and file with the SEC such amendments and
supplements, including post-effective amendments, to each Registration Statement
and the Prospectus used in connection therewith as may be necessary to comply
with the Securities Act and to keep the Registration Statement continuously
effective as required herein, and prepare and file with the SEC such additional
Registration Statements as necessary to register for resale under the Securities
Act all of the Registrable Shares (including naming any permitted transferees of
Registrable Shares as selling stockholders in such Registration Statement); (ii)
cause any related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424; (iii) respond as promptly as possible to any comments received from
the SEC with respect to each Registration Statement or any amendment thereto and
as promptly as possible provide the Investors true and complete copies of all
correspondence from and to the SEC relating to the Registration Statement (other
than correspondence containing material nonpublic information); and (iv) comply
with the provisions of the Securities Act and the Exchange Act with respect to
the disposition of all Registrable Shares covered by such Registration Statement
as so amended or in such Prospectus as so supplemented.
(c) Notify the Investors and Investors' Counsel as promptly as
possible:
(i) when the SEC notifies the Company whether there
will be a "review" of a Registration Statement and whenever the SEC comments
in writing on such Registration Statement; and (ii) when a Registration
Statement, or any post-effective amendment or supplement thereto, has become
effective, and after the effectiveness thereof: (A) of any request by the SEC or
any other federal or state governmental authority for amendments or supplements
to the Registration Statement or Prospectus or for additional information; (B)
of the issuance by the SEC or any state securities commission of any stop order
suspending the effectiveness of the Registration Statement covering any or all
of the Registrable Shares or the initiation of any proceedings for that purpose;
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and (C) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Shares for sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose. Without limitation of any
remedies to which the Investors may be entitled under this Agreement, if any of
the events described in Section 4(c)(ii)(A), 4(c)(ii)(B), and 4(c)(ii)(C) occur,
the Company shall use best efforts to respond to and correct the event.
(d) Notify the Investors and their counsel as promptly as
possible of the happening of any event as a result of which the Prospectus
included in or relating to a Registration Statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading; and, thereafter, the Company will as promptly as possible
prepare (and, when completed, give notice to each Investor) a supplement or
amendment to such Prospectus so that, as thereafter delivered to the purchasers
of such Registrable Shares, such Prospectus will not contain an untrue statement
of a material fact or omit to state any fact necessary to make the statements
therein not misleading; provided that upon such notification by the Company, the
Investors will not offer or sell Registrable Shares pursuant to such Prospectus
until the Company has notified the Investors that it has prepared a supplement
or amendment to such Prospectus and delivered copies of such supplement or
amendment to the Investors (it being understood and agreed by the Company that
the foregoing proviso shall in no way diminish or otherwise impair the Company's
obligation to as promptly as possible prepare a Prospectus amendment or
supplement as above provided in this Section 4(d) and deliver copies of same as
above provided in Section 4(h) hereof), and it being further understood that, in
the case of the Mandatory S-1 Registration Statement, any such period during
which the Investors are restricted from offering or selling Registrable Shares
shall constitute a Suspension Period.
(e) Upon the occurrence of any event described in Section 4(d)
hereof, as promptly as possible, prepare a supplement or amendment, including a
post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading.
(f) Use best efforts to avoid the issuance of or, if issued,
obtain the withdrawal of, (i) any order suspending the effectiveness of any
Registration Statement or (ii) any suspension of the qualification (or exemption
from qualification) of any of the Registrable Shares for sale in any
jurisdiction, as promptly as possible (it being understood that, in the case of
the Mandatory S-1 Registration Statement, any period during which the
effectiveness of the Mandatory S-1 Registration Statement or the qualification
of any Registrable Shares is suspended shall constitute a Suspension Period).
(g) Furnish to the Investors and their counsel, without
charge, at least one conformed copy of each Registration Statement and each
amendment thereto, and all exhibits to the extent requested by such Investor or
their counsel (including those previously furnished or incorporated by
reference) as promptly as possible after the filing of such documents with the
SEC.
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(h) As promptly as possible furnish to each selling Investor,
without charge, such number of copies of a Prospectus, including a preliminary
Prospectus, in conformity with the requirements of the Securities Act, and such
other documents (including, without limitation, Prospectus amendments and
supplements) as each such selling Investor may reasonably request in order to
facilitate the disposition of the Registrable Shares covered by such Prospectus
and any amendment or supplement thereto. The Company hereby consents to the use
of such Prospectus and each amendment or supplement thereto by each of the
selling Investors in connection with the offering and sale of the Registrable
Shares covered by such Prospectus and any amendment or supplement thereto to the
extent permitted by federal and state securities laws and regulations.
(i) Use best efforts to register and qualify (or obtain an
exemption from such registration and qualification) the Registrable Shares under
such other securities or blue sky laws of the states of residence of each
Investor and such other jurisdictions as each Investor shall reasonably request,
to keep such registration or qualification (or exemption therefrom) effective
during the periods each Registration Statement is effective, and do any and all
other acts or things which may be reasonably necessary or advisable to enable
each Investor to consummate the public sale or other disposition of Registrable
Shares in such jurisdiction, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions
where it is not then qualified or subject to process.
(j) Cooperate with the Investors to facilitate the timely
preparation and delivery of certificates representing the Registrable Shares to
be delivered to a transferee pursuant to a Registration Statement, which
certificates shall be free, to the extent permitted by the Securities Purchase
Agreement and applicable law, of all restrictive legends, and to enable such
Registrable Shares to be in such denominations and registered in such names as
such Investors may request.
(k) Cooperate with any reasonable due diligence investigation
undertaken by the Investors, any managing underwriter participating in any
disposition pursuant to a Registration Statement, Investors' Counsel and any
attorney, accountant or other agent retained by Investors or any managing
underwriter, in connection with the sale of the Registrable Shares, including,
without limitation, making available any documents and information; provided,
however, that the Company will not deliver or make available to any Investor
material, nonpublic information unless such Investor specifically requests and
consents in advance in writing to receive such material, nonpublic information
and, if requested by the Company, such Investor agrees in writing to treat such
information as confidential.
(l) At the request of an Affiliate, the Company shall amend
any Registration Statement to include such Affiliate as a selling stockholder in
such Registration Statement.
(m) Comply with all applicable rules and regulations of the
SEC in all material respects.
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5. EXPENSES OF REGISTRATION. The Company shall pay for all expenses
incurred in connection with a registration pursuant to this Agreement and
compliance with Section 4 of this Agreement, including without limitation (i)
all registration, filing and qualification fees and expenses (including without
limitation those related to filings with the SEC, The NASDAQ Stock Market, or
any national securities exchange upon which the Company's securities are listed
and in connection with applicable state securities or blue sky laws), (ii) all
printing expenses, (iii) all messenger, telephone and delivery expenses incurred
by the Company, (iv) all fees and disbursements of counsel for the Company and
Investors' Counsel, and (v) all fees and expenses of all other Persons retained
by the Company in connection with the consummation of the transactions
contemplated by this Agreement.
6. DELAY OF REGISTRATION. Subject to Section 11(d) hereof, the
Investors and the Company (other than with respect to Section 4(d) hereof) shall
not take any action to restrain, enjoin or otherwise delay any registration as
the result of any controversy which might arise with respect to the
interpretation or implementation of this Agreement.
7. INDEMNIFICATION. In the event that any Registrable Shares of the
Investors are included in a Registration Statement pursuant to this Agreement:
(a) To the fullest extent permitted by law, the Company will
indemnify and hold harmless each Investor and each officer, director, fiduciary,
agent, investment advisor, employee, member (or other equity holder), general
partner and limited partner (and affiliates thereof) of such Investor, each
broker, underwriter or other person acting on behalf of such Investor and each
person, if any, who controls such Investor within the meaning of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, (the
"LOSSES") to which they may become subject under the Securities Act or
otherwise, insofar as such Losses (or actions in respect thereof) arise out of
or relate to any untrue or alleged untrue statement of any material fact
contained in the Registration Statement, or arise out of or relate to the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or state securities or blue
sky laws applicable to the Company and leading to action or inaction required of
the Company in connection with such registration or qualification under such
Securities Act or state securities or blue sky laws; and, subject to the
provisions of Section 7(c) hereof, the Company will reimburse on demand such
Investor, such broker or other person acting on behalf of such Investor or such
officer, director, fiduciary, employee, member (or other equity holder), general
partner, limited partner, affiliate or controlling person for any legal or other
expenses reasonably incurred by any of them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 7(a) shall not apply to
amounts paid in settlement of any such Losses if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss,
damage, liability or action to the extent that it solely arises out of or is
based upon an untrue statement of any material fact contained in the
Registration Statement or omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, in
each case to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statement, in
reliance upon and in conformity with written information furnished by such
Investor expressly for use in connection with such Registration Statement.
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(b) To the fullest extent permitted by law, each Investor,
severally (as to itself) and not jointly, will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
Registration Statement, each person, if any, who controls the Company within the
meaning of the Securities Act, and all other Investors against any Losses to
which the Company or any such director, officer or controlling person or other
Investor may become subject to, under the Securities Act or otherwise, insofar
as such Losses (or actions in respect thereto) solely arise out of or are based
upon any untrue statement of any material fact contained in the Registration
Statement, or solely arise out of or relate to the omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in the
Registration Statement in reliance upon and in conformity with written
information furnished by such Investor expressly for use in connection with such
Registration Statement; and, subject to the provisions of Section 7(d) hereof,
such Investor will reimburse on demand any legal or other expenses reasonably
incurred by the Company or any such director, officer, controlling person, or
other Investor in connection with investigating or defending any such Losses,
provided, however, that the maximum aggregate amount of liability of such
Investor under this Section 7 shall be limited to the proceeds (net of
underwriting discounts and commissions, if any) actually received by such
Investor from the sale of Registrable Shares covered by such Registration
Statement; and provided, further, however, that the indemnity agreement
contained in this Section 7(b) or 7(e)shall not apply to amounts paid in
settlement of any such Losses if such settlement is effected without the consent
of such Investor against which the request for indemnity is being made (which
consent shall not be unreasonably withheld).
(c) As promptly as possible after receipt by an indemnified
party under this Section 7 of notice of the threat, assertion or commencement of
any action, such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 7, notify the
indemnifying party in writing of the commencement thereof and the indemnifying
party shall have the right to participate in and, to the extent the indemnifying
party desires, jointly with any other indemnifying party similarly noticed, to
assume at its expense the defense thereof with counsel mutually satisfactory to
the parties; provided, however, that, the failure to notify an indemnifying
party promptly of the threat, assertion or commencement of any such action shall
not relieve such indemnifying party of any liability to the indemnified party
under this Section 7 except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have proximately
and materially adversely prejudiced the indemnifying party.
(d) If any indemnified party shall have reasonably concluded
that there may be one or more legal defenses available to such indemnified party
which are different from or additional to those available to the indemnifying
party, or that such claim or litigation involves or could have an effect upon
matters beyond the scope of the indemnity agreement provided in this Section 7,
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the indemnifying party shall not have the right to assume the defense of such
action on behalf of such indemnified party, and such indemnifying party shall
reimburse such indemnified party and any person controlling such indemnified
party for the fees and expenses of counsel retained by the indemnified party
which are reasonably related to the matters covered by the indemnity agreement
provided in this Section 7. Subject to the foregoing, an indemnified party shall
have the right to employ separate counsel in any such action and to participate
in the defense thereof but the fees and expenses of such counsel shall not be at
the expense of the Company.
(e) If the indemnification provided for in this Section 7 from
the indemnifying party is applicable by its terms but unavailable to an
indemnified party hereunder in respect of any Losses, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall, subject to the
maximum aggregate liability of any Investor as set forth in Section 7(b),
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified party in connection with the actions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative faults of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in Sections 7(a), 7(b) 7(c) and 7(d), any legal or other
fees, charges or expenses reasonably incurred by such party in connection with
any investigation or proceeding. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 7(e)
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph.
(f) The indemnity and contribution agreements contained in
this Section are in addition to any liability that any indemnifying party may
have to any indemnified party.
8. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to
the Investors the benefits of Rule 144 and any other rule or regulation of the
SEC that may at any time permit the Investors to sell the Registrable Shares to
the public without registration, the Company agrees to use best efforts to: (i)
make and keep public information available, as those terms are understood and
defined in Rule 144, (ii) file with the SEC in a timely manner all reports and
other documents required to be filed by an issuer of securities registered under
the Securities Act or the Exchange Act; (iii) as long as any Investor owns any
Shares or Warrant Shares, to furnish in writing upon such Investor's request a
written statement by the Company that it has complied with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act, and to
furnish to such Investor a copy of the most recent annual and quarterly reports
of the Company, and such other reports and documents so filed by the Company as
may be reasonably requested in availing such Investor of any rule or regulation
of the SEC permitting the selling of any such Shares without registration, and
(iv) undertake any additional actions reasonably necessary to maintain the
availability of a Registration Statement, including any successor or substitute
forms, or the use of Rule 144.
11
9. TRANSFER OF REGISTRATION RIGHTS. Each Investor may assign or
transfer any or all of its rights under this Agreement to any Person, provided
such assignee or transferee agrees in writing to be bound by the provisions
hereof that apply to such assigning or transferring Investor. Upon any such, and
each successive, assignment or transfer to any permitted assignee or transferee
in accordance with the terms of this Section 9, such permitted assignee or
transferee shall be deemed to be an "Investor" for all purposes of this
Agreement.
10. ENTIRE AGREEMENT. This Agreement constitutes and contains the
entire agreement and understanding of the parties with respect to the subject
matter hereof, and it also supersedes any and all prior negotiations,
correspondence, agreements or understandings with respect to the subject matter
hereof.
11. MISCELLANEOUS.
(a) This Agreement, and any right, term or provision contained
herein, may not be amended, modified or terminated, and no right, term or
provision may be waived, except with the written consent of (i) the holders of a
majority of the then outstanding Registrable Shares and (ii) the Company;
provided that any amendment or modification that is materially and
disproportionately adverse to any particular Investor (as compared to all
Investors as a group) shall require the consent of such Investor.
(b) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York. This Agreement
shall be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns and transferees, provided that
the terms and conditions of Section 9 hereof are satisfied. Notwithstanding
anything in this Agreement to the contrary, if at any time any Investor
(including any successors or assigned) shall cease to own any Registrable
Shares, all of such Investor's rights under this Agreement shall immediately
terminate.
(c) Any notices to be given pursuant to this Agreement shall
be in writing and shall be given by certified or registered mail, return receipt
request. Notices shall be deemed given when personally delivered or when mailed
to the addresses of the respective parties as set forth on Exhibit A or Schedule
1 hereto, as applicable, or to such changed address of which any party may
notify the others pursuant hereto, except that a notice of change of address
shall be deemed given when received. An electronic communication ("ELECTRONIC
NOTICE") shall be deemed written notice for purposes of this Section 11(c) if
sent with return receipt requested to the electronic mail address specified by
the receiving party on Exhibit A or Schedule 1 hereto, as applicable. Electronic
Notice shall be deemed received at the time the party sending Electronic Notice
receives verification of receipt by the receiving party.
12
(d) The parties acknowledge and agree that in the event of any
breach of this Agreement, remedies at law will be inadequate, and each of the
parties hereto shall be entitled to specific performance of the obligations of
the other parties hereto and to such appropriate injunctive relief as may be
granted by a court of competent jurisdiction. All remedies, either under this
Agreement or by law or otherwise afforded to any of the parties, shall be
cumulative and not alternative.
(e) This Agreement may be executed in a number of
counterparts. All such counterparts together shall constitute one Agreement, and
shall be binding on all the parties hereto notwithstanding that all such parties
have not signed the same counterpart. The parties hereto confirm that any
facsimile copy of another party's executed counterpart of this Agreement (or its
signature page thereof) will be deemed to be an executed original thereof.
(f) Except as contemplated in Section 9 hereof, this Agreement
is intended solely for the benefit of the parties hereto and is not intended to
confer any benefits upon, or create any rights in favor of, any Person
(including, without limitation, any stockholder or debt holder of the Company)
other than the parties hereto.
(g) If any provision of this Agreement is invalid, illegal or
unenforceable, such provision shall be ineffective to the extent, but only to
the extent of, such invalidity, illegality or unenforceability, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement, unless such a construction would be unreasonable.
(h) This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their permitted successors and assigns.
[Signature Pages Follow]
13
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.
MOTIENT CORPORATION
By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Executive Vice President and Chief
Operating Officer
PURCHASERS:
/S/ ▇▇▇▇ ▇. WATERFALL
------------------------------------------------
Name: ▇▇▇▇ ▇. Waterfall
/S/ ▇▇▇▇▇ ▇. MARGENS
------------------------------------------------
Name: ▇▇▇▇▇ ▇. Margens
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Rollover ▇▇▇
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 401K Plan and Trust
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, III
------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, III
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Rollover
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
14
Entity Name: AHAB PARTNERS, L.P.
By:
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: General Partner
Entity Name: AHAB INTERNATIONAL, LTD.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
Entity Name: TRACER CAPITAL PARTNERS L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member of the Investment
Manager
Entity Name: TRACER CAPITAL PARTNERS QP L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member of the Investment
Manager
Entity Name: TRACER CAPITAL OFFSHORE FUND LTD.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member of the Investment
Manager
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
15
Entity Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ FAMILY
FOUNDATION
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President and Trustee
Entity Name: CARDINAL PARTNERS 2000, L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President of G.P., Cardinal
Investment Company, Inc.
Entity Name: CARDINAL PARTNERS, L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President of G.P., Cardinal
Investment Company, Inc.
Entity Name: CLEARVIEW CAPITAL PARTNERS,
L.P.
By: CLEARVIEW CAPITAL MANAGEMENT, LLC
AS INVESTMENT ADVISOR
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
16
Entity Name: CLEARVIEW INSTITUTIONAL PARTNERS,
L.P.
By: CLEARVIEW CAPITAL MANAGEMENT, LLC
AS INVESTMENT ADVISOR
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Entity Name: CLEARVIEW CAPITAL MASTER FUND, LTD.
By: CLEARVIEW CAPITAL MANAGEMENT, LLC
AS INVESTMENT ADVISOR
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Entity Name: GCM LITTLE ARBOR MASTER FUND, LTD.
By: CLEARVIEW CAPITAL MANAGEMENT, LLC
AS INVESTMENT ADVISOR
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Entity Name: MWV EMPLOYEE RETIREMENT
PLAN GROUP TRUST
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Trustee
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
17
Entity Name: XERION PARTNERS II MASTER
FUND LIMITED
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Entity Name: OZ MASTER FUND, LTD.
By: OZ MANAGEMENT, L.L.C.
AS INVESTMENT ADVISOR
By: /S/ ▇▇▇ ▇. OCH
--------------------------------------------
Name: ▇▇▇ ▇. Och
Title: Senior Managing Member
Entity Name: OZ MAC 13 LTD.
By: OZ MANAGEMENT, L.L.C.
AS INVESTMENT ADVISOR
By: /S/ ▇▇▇ ▇. OCH
--------------------------------------------
Name: ▇▇▇ ▇. Och
Title: Senior Managing Member
Entity Name: FLEET MARITIME, INC.
By: OZ MANAGEMENT, L.L.C.
AS INVESTMENT ADVISOR
By: /S/ ▇▇▇ ▇. OCH
--------------------------------------------
Name: ▇▇▇ ▇. Och
Title: Senior Managing Member
Entity Name: ORE HILL HUB FUND LTD.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Partner
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
18
Entity Name: HIGHLAND EQUITY FOCUS FUND, L.P.
By: HIGHLAND CAPITAL MANAGEMENT, L.P.
ITS GENERAL PARTNER
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Entity Name: HIGHLAND CRUSADER OFFSHORE
PARTNERS, L.P.
By: HIGHLAND CAPITAL MANAGEMENT, L.P.
ITS GENERAL PARTNER
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Entity Name: HIGHLAND EQUITY FUND, L.P.
By: HIGHLAND CAPITAL MANAGEMENT, L.P.
ITS GENERAL PARTNER
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Entity Name: GREYWOLF CAPITAL PARTNERS II L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: COO
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
19
Entity Name: GREYWOLF CAPITAL OVERSEAS
FUND
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: COO
Entity Name: YORK CAPITAL MANAGEMENT, L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO of its General Partner
Entity Name: YORK SELECT, L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO of its General Partner
Entity Name: YORK INVESTMENT LIMITED
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO of its Investment Manager
Entity Name: YORK SELECT UNIT TRUST
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO of its Investment Manager
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
20
Entity Name: YORK CREDIT OPPORTUNITIES
FUND, L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO of its General Partner
Entity Name: YORK GLOBAL VALUE PARTNERS,
L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Title: CFO of its General Partner
Entity Name: YORK/GREEN CAPITAL
PARTNERS, L.P.
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO of its General Partner
Entity Name: ROCKBAY CAPITAL
INSTITUTIONAL FUND, LLC
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Investment Manager
Entity Name: ROCKBAY CAPITAL
OFFSHORE FUND, LTD.
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Investment Manager
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
21
Entity Name: ROCKBAY CAPITAL FUND, LLC
By:
--------------------------------------------
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Investment Manager
Entity Name: THE RAPTOR GLOBAL
PORTFOLIO LTD.
By: TUDOR INVESTMENT CORPORATION
AS INVESTMENT ADVISOR
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
Entity Name: TUDOR PROPRIETARY TRADING, L.L.C
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
Entity Name: THE ALTAR ROCK FUND, L.P.
By: TUDOR INVESTMENT CORPORATION
ITS GENERAL PARTNER
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
Entity Name: THE TUDOR BVI GLOBAL
PORTFOLIO LTD.
By: TUDOR INVESTMENT CORPORATION
AS TRADING ADVISOR
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
22
Entity Name: THE CATALYST CREDIT
OPPORTUNITY FUND OFFSHORE,
LTD.
By: CATALYST INVESTMENT MANAGEMENT, LLC
ITS MANAGING MEMBER
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Principal
Entity Name: THE CATALYST CREDIT
OPPORTUNITY FUND, L.P.
By: CATALYST INVESTMENT MANAGEMENT, LLC
ITS MANAGING MEMBER
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Principal
Entity Name: DCM LIMITED
By: CATALYST INVESTMENT MANAGEMENT, LLC
ITS MANAGING MEMBER
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Principal
Entity Name: LC CAPITAL MASTER FUND, LTD.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
Entity Name: MILLENNIUM PARTNERS, L.P.
By: MILLENNIUM MANAGEMENT, L.L.C.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Operating Officer
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
23
Entity Name: ▇▇▇▇▇▇ BROTHERS FOR THE
BENEFIT OF ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇
By: ▇▇▇-▇▇▇▇▇-▇▇
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Retirement Planning Specialist
Entity Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ROLLOVER
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Entity Name: CY OFFSHORE FUND, LTD.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Director
Entity Name: CS OFFSHORE FUND, LTD.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Director
Entity Name: SINGER CHILDREN'S
MANAGEMENT TRUST
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Trustee
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
24
Entity Name: LOEB PARTNERS CORP.
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Entity Name: RNR II, LP
By:
--------------------------------------------
By: /S/ ▇▇▇▇▇▇▇ ▇. ENG
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. Eng
Title: CFO
Entity Name: TEJAS SECURITIES GROUP, INC.
401K PLAN AND TRUST
By: FBO ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ TTEE
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
Entity Name: ▇▇▇▇▇▇ HEDGECAP LIMITED
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
25
EXHIBIT A
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All correspondence to the Company shall be addressed as follows:
Motient Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Executive Vice President and Chief Operating Officer
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇,
▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇.
with copies to:
Motient Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
All correspondence to the Investors shall be addressed as set forth in Schedule
1 below.
