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”).
TELEMATICS SERVICES AGREEMENTTelematics Services Agreement • April 6th, 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”).
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
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”.
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”).
TELEMATICS AGREEMENT Dated: 1/25/08 between HUGHES NETWORK SYSTEMS, LLC and HUGHES TELEMATICS, INC.Telematics Agreement • April 6th, 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 • April 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”).
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.
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
SHAREHOLDERS’ AGREEMENT DATED AS OF MARCH 31, 2009 AMONG POLARIS ACQUISITION CORP. AND THE PERSONS LISTED ON THE SCHEDULES HERETOShareholders’ Agreement • April 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 31, 2009, among Polaris Acquisition Corp. (“Parent”), a Delaware corporation, and each of the Persons listed on Schedule I hereto (each, a “Company Common Shareholder” and, collectively, the “Company Common Shareholders”), the Persons listed on Schedule II hereto (each a “Company Preferred Shareholder” and, collectively, the “Company Preferred Shareholders”), and the Persons listed on Schedule III hereto (each, a “Founder” and, collectively, the “Founders”).
AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • April 6th, 2009 • HUGHES Telematics, Inc. • Communications equipment, nec
AMENDMENT (this “Amendment”) to the Stock Escrow Agreement, dated as of January 11, 2008 (the “Original Agreement”), dated as of March 31, 2009, 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, HARTZ CAPITAL INVESTMENTS, LLC and ODESSA, LLC (collectively “Initial Stockholders”), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”), and LAZARD CAPITAL MARKETS LLC (“LCM”).
March 23, 2007 Personal and Confidential Keith Schneider 10608 Allenwood Lane Great Falls, Va. 22066 Dear Keith:HUGHES Telematics, Inc. • April 6th, 2009 • Communications equipment, nec • New York
We are pleased in this letter agreement (the “Agreement”) to extend an offer of employment with Networkcar, Inc. (the “Company”) for you to commence employment with the Company on March 26, 2007, or on such later date as you shall commence employment with the Company (the “Start Date”).
