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
Reference 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 10.55 AMENDED AND RESTATED INVESTMENT AGREEMENT by and among MOTIENT CORPORATION, MOBILE SATELLITE VENTURES LLC, TMI COMMUNICATIONS AND COMPANY, LIMITED PARTNERSHIPInvestment Agreement • November 14th, 2001 • Motient Corp • Communications services, nec • New York
Exhibit D to October Investment Agreement FORM OFMotient Corp • November 14th, 2001 • Communications services, nec • Delaware
TOAsset Sale Agreement • November 14th, 2001 • Motient Corp • Communications services, nec
October 12, 2001 Rare Medium Group, Inc. 28 West 23rd Street New York, New York 10010 Attention: General Counsel RE: Note Purchase Agreement Ladies and Gentlemen: Reference is hereby made to the Note Purchase Agreement between Motient Corporation (the...Motient Corp • November 14th, 2001 • Communications services, nec • Delaware
Reference is hereby made to the Note Purchase Agreement between Motient Corporation (the "Company") and Rare Medium Group, Inc. (the "Purchaser"), dated as of April 2, 2001, as amended by letter agreements, dated October 1, 2001 and October 8, 2001, pursuant to which the Maturity Date was extended as provided therein (as so amended, the "Note Purchase Agreement"). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Note Purchase Agreement.
RECITALSForm of Stockholders' Agreement • November 14th, 2001 • Motient Corp • Communications services, nec • Delaware
October 8, 2001 Rare Medium Group, Inc. 565 Fifth Avenue 29th Floor New York, NY 10017 Attention: General Counsel RE: Letter Agreement Ladies and Gentlemen: Reference is hereby made to the letter agreement dated October 1, 2001 by and among Motient...Motient Corp • November 14th, 2001 • Communications services, nec • Delaware
Reference is hereby made to the letter agreement dated October 1, 2001 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") (the "Letter Agreement").
EXHIBIT 10.50a AMENDED AND RESTATED DOCUMENT STANDSTILL AND TERMINATION AGREEMENTStandstill and Termination Agreement • November 14th, 2001 • Motient Corp • Communications services, nec • New York
