EXHIBIT 10.47
NOTE EXCHANGE AND CONVERSION AGREEMENT
This NOTE EXCHANGE AND CONVERSION AGREEMENT (this "NOTE EXCHANGE AND
CONVERSION AGREEMENT"), dated as of November 12, 2004, is entered into by and
among MOBILE SATELLITE VENTURES LP, a Delaware limited partnership ("MSV LP"),
its general partner, MOBILE SATELLITE VENTURES GP Inc., a Delaware corporation
("GENERAL PARTNER"), the holders of convertible notes listed on SCHEDULE I
hereto (each individually, a "CONVERTIBLE NOTEHOLDER," and collectively, the
"CONVERTIBLE NOTEHOLDERS"), and MOTIENT VENTURES HOLDING INC., a Delaware
corporation ("MOTIENT," and together with the Convertible Noteholders, the
"NOTEHOLDERS").
RECITALS
WHEREAS, MSV LP and General Partner, intend to enter into a purchase
agreement (the "PURCHASE AGREEMENT") with Motient, pursuant to which Motient
will make an equity investment in MSV LP and General Partner (the "EQUITY
INVESTMENTS");
WHEREAS, prior to the date hereof Motient Services Inc. ("MSI")
assigned all of its right, title and interest in and under that certain
promissory note, dated as of November 26, 2001, as amended on August 21, 2003
and April 2, 2004, issued by MSV LP to MSI in the principal amount of
$15,000,000 (the "MOTIENT PROMISSORY NOTE") to Motient;
WHEREAS, prior to the date hereof Motient Corporation assigned all of
its right, title and interest in and under that certain convertible note, dated
as of August 12, 2002, as amended on August 21, 2003, issued by MSV LP to
Motient Corporation in the principal amount of $957,227.69 to Motient;
WHEREAS, in connection with the transactions contemplated by the
Purchase Agreement, General Partner's Board of Directors has determined that it
is in the best interests of MSV LP, the limited partners of MSV LP and the
Noteholders, and the Noteholders have agreed, to convert the Convertible Notes
into, and exchange the Motient Promissory Note for, units of limited partnership
interest of MSV LP and shares of common stock, par value $0.01 per share, of
General Partner ("GP SHARES") (such exchange and conversion, the "NOTE
EXCHANGE"); and
WHEREAS, in connection with the Note Exchange, the Noteholders will
become limited partners of MSV LP, entitled to all of the rights and privileges
specified in the Partnership Agreement (as defined below).
NOW, THEREFORE, in consideration of the agreements contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties to this Note Exchange and Conversion
Agreement hereby agree as follows:
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ARTICLE I DEFINED TERMS
Section 1.01. DEFINITIONS. The terms defined in this Article I shall,
for the purposes of this Note Exchange and Conversion Agreement, have the
meanings herein specified.
"AFFILIATE" means any person or entity that directly or indirectly
controls, is controlled by, or is under common control with, the specified
person or entity. As used in this definition, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, whether through ownership
of voting securities, by contract or otherwise.
"BOARD" means General Partner's Board of Directors.
"CLASS A PREFERRED UNIT" means a unit of limited partnership interest
in MSV LP with the rights and privileges specified in the Partnership Agreement
for Class A Preferred Units.
"CLOSING" means the consummation of the transactions contemplated by
this Agreement.
"CLOSING DATE" means the date of the Closing.
"COMMON UNIT" means a unit of limited partnership interest in MSV LP
with the rights and privileges specified in the Partnership Agreement for Common
Units.
"CONTROL PARTY" means, with respect to any Noteholder, (i) an Affiliate
that has direct or indirect majority voting control of such Noteholder, or (ii)
an Affiliate that has a majority of its voting interests held, directly or
indirectly, by a Noteholder or by persons or entities that have direct or
indirect voting control of such Noteholder.
"CONVERTIBLE NOTE" means any Convertible Note issued by MSV LP to a
Convertible Noteholder on (i) November 26, 2001, as amended on August 21, 2003
and April 2, 2004, totaling $55,000,000 in original principal amount, and (ii)
August 12, 2002, as amended on August 21, 2003 and April 2, 2004, totaling
$3,000,000 in original principal amount.
"CONVERTIBLE NOTEHOLDER" and "CONVERTIBLE NOTEHOLDERS" has the meaning
given to such terms in the Preamble.
"EQUITY INVESTMENTS" has the meaning given to such term in the
Recitals.
"EXCHANGE/CONVERSION PRICE" means $29.45.
"GENERAL PARTNER" has the meaning given to such term in the Preamble.
"GP SHARES" has the meaning given to such term in the Recitals.
"INVESTOR" has the meaning given to such term in the Recitals.
"MOTIENT" has the meaning given to such term in the Preamble.
"MOTIENT PROMISSORY NOTE" has the meaning given to such term in the
Recitals.
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"MSV LP" has the meaning given to such term in the Preamble.
"NOTE EXCHANGE" has the meaning given to such term in the Recitals.
"NOTE EXCHANGE AND CONVERSION AGREEMENT" has the meaning given to such
term in the Preamble.
"NOTEHOLDERS" has the meaning given to such term in the Preamble.
"PARTNERSHIP AGREEMENT" means that certain Limited Partnership
Agreement of MSV LP, dated as of November 26, 2001, as amended from time to
time, including on August 21, 2003 and April 2, 2004, by and among General
Partner and the limited partners named therein.
"PURCHASE AGREEMENT" has the meaning given to such term in the
Recitals.
"SECURITIES ACT" means the United States Securities Act of 1933, as
amended.
"STOCKHOLDERS' AGREEMENT" means that certain Stockholders' Agreement,
dated as of November 26, 2001 and amended from time to time, by and among
General Partner and each stockholder named therein.
"UNITS" means, collectively, the Common Units and the Class A Preferred
Units.
ARTICLE II NOTE EXCHANGE AND CONVERSION
Section 2.01. EXCHANGE OF THE MOTIENT PROMISSORY NOTE.
(a) Pursuant to the terms and subject to the conditions set forth in
this Note Exchange and Conversion Agreement, on the Closing Date all of the
outstanding principal and accrued interest under the Motient Promissory Note
through October 31, 2004 (which is shown on SCHEDULE I hereto), will be
exchanged for (i) a number of Common Units equal to the number determined by
dividing the entire outstanding principal amount and accrued interest owing on
the Motient Promissory Note through October 31, 2004 by the Exchange/Conversion
Price, and (ii) such number of GP Shares as shall be necessary to ensure that
Motient's PRO RATA ownership interest in General Partner is directly
proportionate to its ownership interest in MSV LP after giving effect to the
issuance of the Common Units as provided in clause (i) above. A portion of the
aggregate amount of the Motient Promissory Note exchanged pursuant to the
foregoing shall be deemed to be consideration for the GP Shares issued pursuant
to clause (ii) above, in an amount equal to the number of GP Shares issued times
$.01 per share. All accrued interest owing on the Motient Promissory Note for
the period November 1, 2004 to the Closing Date shall be paid by MSV LP in cash
on the Closing Date.
(b) Motient shall deliver the original Motient Promissory Note to MSV
LP for cancellation in exchange for certificates evidencing the number of Common
Units and GP Shares to which Motient is entitled. The number of such Common
Units and GP Shares to which Motient is entitled in respect of the Motient
Promissory Note is set forth on SCHEDULE I hereto. Motient agrees to pay, from
its own account, any transfer or similar tax levied or payable in connection
with such exchange.
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(c) Following the exchange of the Motient Promissory Note, Motient
shall be admitted as a limited partner of MSV LP and shall become a party to the
Stockholders' Agreement.
(d) All of MSV LP's payment obligations in respect of the Motient
Promissory Note shall be deemed fully satisfied upon the exchange of the Motient
Promissory Note and payment of the accrued interest through the Closing Date as
provided herein, and Motient acknowledges that it shall cease to have any rights
with respect to the Motient Promissory Note or any claims or rights of action
with respect thereto, except the right to receive (i) Common Units, (ii) GP
Shares, and (iii) cash in respect of the accrued interest through the Closing
Date as provided herein.
Section 2.02. CONVERSION OF THE PRINCIPAL AND EXCHANGE OF ACCRUED
INTEREST UNDER THE CONVERTIBLE NOTES.
(a) Pursuant to the terms and subject to the conditions set forth in
this Note Exchange and Conversion Agreement, on the Closing Date all of the
outstanding principal amount of each Convertible Note (which is shown on
SCHEDULE I hereto), will be converted into a number of Class A Preferred Units
equal to the number determined by dividing the total outstanding principal
amount of such Convertible Note by $6.4465405156.
(b) Pursuant to the terms and subject to the conditions set forth in
this Note Exchange and Conversion Agreement, on the Closing Date the outstanding
accrued interest through October 31, 2004 under each Convertible Note marked
with an asterisk on SCHEDULE I hereto will be exchanged for (i) a number of
Class A Preferred Units equal to the number determined by dividing the total
amount of accrued interest owing on such Convertible Note through October 31,
2004 by the Exchange/Conversion Price, and (ii) such number of GP Shares as
shall be necessary to ensure that such Convertible Noteholders' PRO RATA
ownership interest in General Partner is directly proportionate to its ownership
interest in MSV LP after giving effect to the issuance of the Class A Preferred
Units as provided in clause (i) above. A portion of such exchanged amount shall
be deemed to be consideration for the GP Shares issued pursuant to clause (ii)
above, in an amount equal to the number of GP Shares issued times $.01 per
share. All accrued interest owing on the Convertible Notes marked with an
asterisk on SCHEDULE I hereto for the period November 1, 2004 to the Closing
Date shall be paid by MSV LP in cash on the Closing Date, and all accrued
interest owing on all other Convertible Notes through the Closing Date shall be
paid by MSV LP in cash on the Closing Date.
(c) Each Convertible Noteholder shall deliver its original Convertible
Note to MSV LP for cancellation in exchange for certificates evidencing the
number of Class A Preferred Units and, to the extent applicable, GP Shares to
which such Convertible Noteholder is entitled. The number of such Class A
Preferred Units and GP Shares, if any, to which each Convertible Noteholder is
entitled is set forth on SCHEDULE I hereto. Each Convertible Noteholder agrees
to pay, from its own account, any transfer or similar tax levied or payable in
connection with such conversion.
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(d) Following the conversion of the principal and, if applicable,
exchange of accrued interest, under the Convertible Notes, each Convertible
Noteholder shall be admitted as a limited partner of MSV LP and shall become a
party to the Stockholders' Agreement.
(e) The conversion of the principal and, if applicable, exchange of
accrued interest under, the Convertible Notes and the payment of cash for
accrued interest through the Closing Date, as provided in this Note Exchange and
Conversion Agreement shall satisfy all of MSV LP's payment obligations in
respect of the Convertible Notes and each Convertible Noteholder acknowledges
that it shall cease to have any rights with respect to the Convertible Notes or
any claims or rights of action with respect thereto, except the right to receive
(i) Class A Preferred Units, (ii) GP Shares, if applicable, and (iii) cash in
respect of the accrued interest through the Closing Date as provided herein.
ARTICLE III REPRESENTATIONS AND WARRANTIES
Section 3.01. REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS. Each
Noteholder hereby represents and warrants to MSV LP and General Partner that, as
of the date of this Note Exchange and Conversion Agreement:
(a) It has the requisite power and authority to enter into and perform
its obligations under this Note Exchange and Conversion Agreement; this Note
Exchange and Conversion Agreement has been duly executed and delivered by it;
and this Note Exchange and Conversion Agreement constitutes its valid and
legally binding obligation, enforceable against it in accordance with and
subject to its terms, subject to applicable bankruptcy, insolvency, moratorium
or other similar laws relating to creditors' rights and general principles of
equity;
(b) Its performance of this Note Exchange and Conversion Agreement will
not require it to obtain the consent, waiver or approval of any person, and will
not violate, result in a breach of or constitute a default under any statute,
regulation, agreement, judgment, consent, decree or restriction by which it is
bound;
(c) It has obtained advice from its tax adviser as to, and understands,
the tax consequences of the Note Exchange and acknowledges that it has not
received or relied on tax advice from MSV LP, General Partner, or any of their
tax advisers in respect of the Note Exchange or the transactions contemplated by
this Note Exchange and Conversion Agreement;
(d) It is a sophisticated institutional investor and has sufficient
knowledge and experience in investing in private equity transactions and
early-stage companies in the communications and/or satellite services industry
so that it is capable of properly evaluating the risks and merits of its
investment in General Partner and MSV LP. Such Noteholder is able to bear the
substantial risks associated with its investment in General Partner and MSV LP,
including but not limited to loss of such Noteholder's entire investment;
(e) It is acquiring the Units and GP Shares for such Noteholder's own
account for investment purposes only, and not with a view to any distribution of
the Units or GP Shares in any manner that would violate the securities laws of
the United States or any other jurisdiction;
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(f) It represents that by reason of its, or of its management's,
business or financial experience, such Noteholder has the capacity to protect
its own interests in connection with the transactions contemplated in this Note
Exchange and Conversion Agreement;
(g) It represents that it is an "accredited investor" within the
meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act;
(h) It has (i) had the opportunity to ask questions of and receive
answers from General Partner, MSV LP and its management directly regarding
General Partner and MSV LP's business, management and financial affairs and the
terms and conditions of the Note Exchange, (ii) had the opportunity to review
General Partner and MSV LP's operations and facilities, and (iii) conducted and
completed its own independent due diligence with respect to its investment in
General Partner and MSV LP;
(i) It acknowledges and agrees that neither the Units nor the GP Shares
have been registered under the Securities Act and must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Such Noteholder understands that there is
no present intention of registering any Units or GP Shares. Such Noteholder has
been advised or is aware of the provisions of Rule 144 under the Securities Act
as in effect from time to time;
(j) In the case of Motient,
(i) It is the legal owner of the Motient Promissory Note
and it has not otherwise sold, pledged, assigned,
transferred, hypothecated or otherwise encumbered, in
whole or in part, any of its interest in the Motient
Promissory Note, and
(ii) The total amount of outstanding principal and accrued
interest under the Motient Promissory Note set forth
on SCHEDULE I hereto is a complete and accurate
disclosure of all MSV LP's obligations under the
Motient Promissory Note as of October 31, 2004; and
(k) In the case of each Convertible Noteholder,
(i) It is the legal owner of its Convertible Note and it
has not otherwise sold, pledged, assigned,
transferred, hypothecated or otherwise encumbered, in
whole or in part, any of its interest in its
Convertible Note, and
(ii) The total amount of outstanding principal and accrued
interest under its Convertible Note set forth on
SCHEDULE I hereto is a complete and accurate
disclosure of all MSV LP's obligations under its
Convertible Note as of October 31, 2004.
Section 3.02. REPRESENTATIONS AND WARRANTIES OF MSV LP AND GENERAL
PARTNER. MSV LP and General Partner hereby jointly and severally represent and
warrant to the Noteholders that, as of the date of this Note Exchange and
Conversion Agreement:
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(a) It has the requisite power and authority to enter into and perform
its obligations under this Note Exchange and Conversion Agreement; this Note
Exchange and Conversion Agreement has been duly executed and delivered by it;
and this Note Exchange and Conversion Agreement constitutes its valid and
legally binding obligation, enforceable against it in accordance with and
subject to its terms, subject to applicable bankruptcy, insolvency, moratorium
or other similar laws relating to creditors' rights and general principles of
equity; and
(b) Its performance of this Note Exchange and Conversion Agreement will
not require it to obtain the consent, waiver or approval of any person and will
not violate, result in a breach of or constitute a default under any statute,
regulation, agreement, judgment, consent, decree or restriction by which it is
bound.
Section 3.03. COVENANTS. Each party named below covenants to MSV LP and
General Partner that:
(a) Each of the Noteholders will use its commercially reasonable
efforts to take, or cause to be taken, all actions and do, or cause to be done,
all things necessary, proper and appropriate to consummate the transactions
contemplated by this Note Exchange and Conversion Agreement, pursuant to the
terms and subject to the conditions set forth herein, including, without
limitation, the execution or provision of additional documents or agreements
which may be necessary or desirable to confirm the foregoing upon the sole
discretion of General Partner;
(b) In the case of Motient, it will not, nor will it allow any Control
Party to, sell, pledge, assign, transfer, hypothecate or otherwise encumber, in
whole or in part, any of its interest in the Motient Promissory Note prior to
the consummation of the Note Exchange other than as set forth in this Note
Exchange and Conversion Agreement; and
(c) In the case of each Convertible Noteholder, it will not, nor will
it allow any Control Party to, sell, pledge, assign, transfer, hypothecate or
otherwise encumber, in whole or in part, any of its interest in the Convertible
Note held by such Convertible Noteholder prior to the consummation of the Note
Exchange other than as set forth in this Note Exchange and Conversion Agreement.
ARTICLE IV CONDITIONS PRECEDENT TO THE NOTE EXCHANGE
The consummation of the Note Exchange is subject to the prior
fulfillment or waiver as of the date of the Note Exchange of the following
conditions:
Section 4.01. PURCHASE AGREEMENT. The Purchase Agreement shall have
been entered into by each party thereto and shall be in full force and effect,
and all conditions precedent to the closing of the Equity Investments contained
in Articles V and VI the Purchase Agreement (unless such condition expressly
relates to the closing date of the Equity Investments or the consummation of the
Note Exchange) shall have been satisfied or waived in accordance with their
terms.
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Section 4.02. BOARD CONSENT. The Board shall have taken all corporate,
legal, tax and regulatory actions it deems advisable or necessary to authorize
the Note Exchange and the other transactions contemplated thereby.
Section 4.03. GOVERNMENTAL AUTHORITY. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or enforced by any United States court or United States governmental
authority which prohibits, restrains, enjoins or restricts the consummation of
the Note Exchange.
Section 4.04. REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in this Note Exchange and Conversion Agreement shall
continue to be true and correct in all material respects.
ARTICLE V WAIVER
Section 5.01. WAVIER BY CONVERTIBLE NOTEHOLDERS. By executing this
Exchange and Conversion Agreement, each Convertible Noteholder hereby waives the
requirements of paragraph 10 of its Convertible Note relating to a Reduction
Event (as such term is defined in such Convertible Note) and hereby acknowledges
and agrees that the terms and provisions of this Exchange and Conversion
Agreement shall govern the payment of the Convertible Notes.
Section 5.02. WAVIER BY MOTIENT. By executing this Exchange and
Conversion Agreement, Motient hereby waives the requirements of paragraph 10 of
the Motient Promissory Note relating to a Reduction Event (as such term is
defined in the Motient Promissory Note) and hereby acknowledges and agrees that
the terms and provisions of this Exchange and Conversion Agreement shall govern
the payment of the Motient Promissory Note.
ARTICLE VI ADDITIONAL PROVISIONS
Section 6.01. SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive the closing of the transactions
contemplated hereby.
Section 6.02. GOVERNING LAW. This Agreement shall be governed in all
respects by the law of the State of New York as such law is applied to
agreements between New York residents entered into and performed entirely in the
State of New York, without regard to the conflict of laws provisions thereof.
Section 6.03. SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of Units or GP Shares from time to time. Nothing in
this Note Exchange and Conversion Agreement, express or implied, is intended to
confer upon any other party (other than the parties to this Note Exchange and
Conversion Agreement or their respective successors and assigns) any rights,
remedies, obligations or liabilities under or by reason of this Note Exchange
and Conversion Agreement, except as expressly provided in this Note Exchange and
Conversion Agreement.
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Section 6.04. SEVERABILITY. In case any provision of this Note Exchange
and Conversion Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby; PROVIDED, that no such severability
shall be effective if it materially and adversely affects the economic benefit
of this Note Exchange and Conversion Agreement to any party.
Section 6.05. EXPENSES. Each party shall pay all costs and expenses
that it incurs with respect to the negotiation, execution, delivery and
performance of this Note Exchange and Conversion Agreement.
Section 6.06. AMENDMENT AND WAIVER. This Note Exchange and Conversion
Agreement may be amended or modified, and the rights and obligations of the
parties to this Note Exchange and Conversion Agreement may be waived, only upon
the written consent of the parties to this Note Exchange and Conversion
Agreement. Notwithstanding the foregoing, any amendment, modification or waiver
of a provision of this Note Exchange and Conversion Agreement that applies to a
particular Noteholder but does not affect all Noteholders in a proportionately
similar manner may be effected without the consent of the other Noteholders
affected in the dissimilar manner.
Section 6.07. NOTICES. All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed facsimile if
sent during normal business hours of the recipient, if not, then on the next
business day, (c) five days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to (i)
MSV LP and General Partner at the address set forth on the signature page of
this Note Exchange and Conversion Agreement, and (ii) each Noteholder at the
address designated by such party in the Partnership Agreement or Stockholders'
Agreement.
Section 6.08. EQUITABLE RELIEF. Each Noteholder agrees that if it fails
to perform its obligations under this Note Exchange and Conversion Agreement for
any reason whatsoever, MSV LP shall be entitled to specific performance and
injunctive or other equitable relief, and each Noteholder hereby further agrees
to waive any requirement for the securing or posting of any bond in connection
with the obtaining of any injunctive or other equitable relief. This provision
is without prejudice to any other rights that MSV LP may have against any
Noteholder for any failure to perform its obligations under this Note Exchange
and Conversion Agreement.
Section 6.09. FURTHER ASSURANCES. Each Noteholder shall at any time and
from time to time promptly execute and deliver to MSV LP such further
instruments, consents and other documents and take such further action as
General Partner or MSV LP reasonably may require in order to carry out the full
intent and purpose of this Note Exchange and Conversion Agreement.
Section 6.10. INTERPRETATION. The titles of the sections and
subsections of this Note Exchange and Conversion Agreement are for convenience
of reference only and are not to be considered in construing this Note Exchange
and Conversion Agreement. All pronouns contained herein, and any variations
thereof, shall be deemed to refer to the masculine, feminine or neutral,
singular or plural, as to the identity of the parties hereto may require.
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Section 6.11. COUNTERPARTS. This Note Exchange and Conversion Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument. Delivery of
an executed counterpart of a signature page of this Note Exchange and Conversion
Agreement by facsimile shall be effective as delivery of a manually executed
counterpart of this Note Exchange and Conversion Agreement.
Section 6.12. ENTIRE AGREEMENT. This Note Exchange and Conversion
Agreement, the Schedules hereto and any other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and supersede any and all prior and
contemporaneous agreements or understandings, whether expressed or implied,
written or oral, between the parties with respect hereto and thereto. No party
shall be liable or bound to any other in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein and
therein.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Note Exchange and Conversion Agreement as of the date first above written.
MOBILE SATELLITE VENTURES LP
By: Its General Partner, Mobile
Satellite Ventures GP Inc.
By: /S/ RANDY SEGAL
------------------------------
Name: Randy Segal
Title: Secretary
Mobile Satellite Ventures GP INC.
By: /S/ RANDY SEGAL
------------------------------
Name: Randy Segal
Title: Secretary
ADDRESS FOR NOTICE FOR MSV
LP AND GENERAL PARTNER:
-----------------------
10802 Parkridge Boulevard
Reston, VA 20191-5416
Attention: General Counsel
Facsimile: (703) 390-2770
With a copy to (which shall
not constitute notice to
MSV LP OR GENERAL PARTNER):
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: David H. Engvall, Esq.
Facsimile: (202) 778-5307
[SIGNATURE PAGE TO NOTE EXCHANGE AND CONVERSION AGREEMENT]
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MOTIENT VENTURES HOLDING INC.
By: /S/ CHRIS DOWNIE
------------------------------
Name: Chris Downie
Title: EVP & COO
[SIGNATURE PAGE TO NOTE EXCHANGE AND CONVERSION AGREEMENT]
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MSV INVESTORS, LLC
By: /S/ JEFFREY A. LEDDY
-----------------------------
Name: Jeffrey A. Leddy
Title: CEO
TELCOM SATELLITE VENTURES II, INC.
By: /S/ HAL B. PERKINS
-----------------------------
Name: Hal B. Perkins
Title: Vice President and
General Counsel
TELCOM SATELLITE VENTURES INC.
By: /S/ HAL B. PERKINS
-----------------------------
Name: Hal B. Perkins
Title: Vice President and
General Counsel
SPECTRUM SPACE EQUITY INVESTORS IV-II,
INC.
By: /S/ KEVIN J. MARONI
-----------------------------
Name: Kevin J. Maroni
Title: Authorized Signatory
SPECTRUM SPACE IV PARALLEL II, INC.
By: /S/ KEVIN J. MARONI
-----------------------------
Name: Kevin J. Maroni
Title: Authorized Signatory
[SIGNATURE PAGE TO NOTE EXCHANGE AND CONVERSION AGREEMENT]
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SPECTRUM SPACE IV MANAGERS II, INC.
By: /S/ KEVIN J. MARONI
-----------------------------
Name: Kevin J. Maroni
Title: Authorized Signatory
SPECTRUM SPACE EQUITY INVESTORS IV,
INC.
By: /S/ KEVIN J. MARONI
-----------------------------
Name: Kevin J. Maroni
Title: Authorized Signatory
SPECTRUM SPACE IV PARALLEL, INC.
By: /S/ KEVIN J. MARONI
-----------------------------
Name: Kevin J. Maroni
Title: Authorized Signatory
SPECTRUM SPACE IV MANAGERS, INC.
By: /S/ KEVIN J. MARONI
-----------------------------
Name: Kevin J. Maroni
Title: Authorized Signatory
[SIGNATURE PAGE TO NOTE EXCHANGE AND CONVERSION AGREEMENT]
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COLUMBIA SPACE (QP) II, INC.
By: /S/ DONALD A. DOERING
------------------------------
Name: Donald A. Doering
Title: Authorized Signatory
COLUMBIA SPACE (AI) II, INC.
By: /S/ DONALD A. DOERING
------------------------------
Name: Donald A. Doering
Title: Authorized Signatory
COLUMBIA SPACE PARTNERS II, INC.
By: /S/ DONALD A. DOERING
------------------------------
Name: Donald A. Doering
Title: Authorized Signatory
COLUMBIA SPACE (QP), INC.
By: /S/ DONALD A. DOERING
------------------------------
Name: Donald A. Doering
Title: Authorized Signatory
[SIGNATURE PAGE TO NOTE EXCHANGE AND CONVERSION AGREEMENT]
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COLUMBIA SPACE (AI), INC.
By: /S/ DONALD A. DOERING
-------------------------------
Name: Donald A. Doering
Title: Authorized Signatory
COLUMBIA SPACE PARTNERS, INC.
By: /S/ DONALD A. DOERING
-------------------------------
Name: Donald A. Doering
Title: Authorized Signatory
[SIGNATURE PAGE TO NOTE EXCHANGE AND CONVERSION AGREEMENT]
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