Exhibit 10.1
PURCHASE AGREEMENT (this "Agreement"), dated as of August 21,
2006, by and between TerreStar Networks Inc., a Delaware
corporation ("TerreStar"), and Motient Ventures Holding Inc., a
Delaware corporation (the "Purchaser").
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INTRODUCTION
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WHEREAS, the Purchaser purchased from TerreStar 8,190,008 shares of
TerreStar Common Stock pursuant to that certain Purchase Agreement dated as of
May 11, 2005;
WHEREAS, the necessary parties to the Stockholders Agreement (as defined in
Article VI) have taken all actions necessary to waive any rights thereunder that
would impede the consummation of the transactions contemplated by this Agreement
and have consented thereunder to the consummation of the transactions
contemplated by this Agreement;
WHEREAS, pursuant to the terms and subject to the conditions set forth in
this Agreement, the Purchaser desires to make an additional equity investment in
TerreStar; and
WHEREAS, TerreStar and the Purchaser have obtained all material consents,
authorizations, approvals, orders, licenses, permits and qualifications from, or
secured exemptions therefrom, and made all necessary filings, declarations and
registrations with, any governmental authority and any other person (if any),
required to be obtained or made by or with respect to TerreStar or the
Purchaser, as the case may be, in connection with the offer and sale of the
Shares (as defined in Article I), the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
AGREEMENT TO SELL AND PURCHASE
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Pursuant to the terms herein set forth, TerreStar hereby issues and sells
to the Purchaser and the Purchaser hereby purchases from TerreStar, 700,156
shares of TerreStar Common Stock (the "Shares") at a purchase price of
$30.53 per Share (the "Purchase Price").
ARTICLE II
CLOSING, DELIVERY AND PAYMENT
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2.1. Closing. The closing of the sale and purchase of the Shares under
this Agreement (the "Closing") shall take place contemporaneously with the
execution and delivery hereof at the offices of Gibson, Dunn & Crutcher LLP,
1050 Connecticut Avenue, N.W., Washington, D.C. 20036. The date of the Closing
is hereinafter referred to as the "Closing Date."
2.2. Delivery. At the Closing, TerreStar shall deliver to the Purchaser
one or more certificates representing the Shares to be purchased at the Closing
by the Purchaser, against payment of the purchase price therefor by wire
transfer of immediately available funds pursuant to wire instructions provided
to the Purchaser by TerreStar. The Purchaser shall pay the purchase price for
the Shares to be purchased hereunder upon delivery of the certificate(s)
representing the Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF TERRESTAR
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Except as disclosed in the disclosure schedule delivered by TerreStar and
incorporated herein, TerreStar hereby represents and warrants to the Purchaser
as follows:
3.1. Organization, Good Standing and Qualification. TerreStar is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. TerreStar is duly qualified and is authorized to do
business and is in good standing as a foreign corporation in all jurisdictions
in which the nature of its activities and of its properties (both owned and
leased) makes such qualification necessary, except for those jurisdictions in
which failure to do so would not have a Material Adverse Effect (as defined in
Article VI) on TerreStar.
3.2. Power and Authority. TerreStar has all requisite corporate power and
authority to enter into this Agreement and consummate the transactions
contemplated hereby. The execution, delivery and performance by TerreStar of
this Agreement and the consummation by TerreStar of the transactions
contemplated hereby have been duly authorized by all requisite action (and do
not or will not require any approvals or consents of the stockholders of
TerreStar that have not already been obtained), and this Agreement, when
executed will constitute a legal, valid and binding obligation of TerreStar,
enforceable against TerreStar in accordance with its terms except to the extent
that enforceability may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally and except to the extent that the
remedy of specific performance and injunction and other forms of equitable
relief may be subject to equitable defenses.
3.3. Subsidiaries. TerreStar does not own or control any equity security
or other interest of any other corporation, limited partnership or other
business entity. TerreStar is not a participant in any joint venture,
partnership or similar arrangement.
3.4. Capitalization. The authorized capital stock of TerreStar consists of
50,000,000 shares of Common Stock, of which 32,269,075 shares are issued and
outstanding. All shares of TerreStar's issued and outstanding capital stock have
been duly authorized, are validly issued and outstanding, and are fully paid and
nonassessable. Except as set forth in Schedule 3.4 hereto, there are no existing
options, warrants, calls, preemptive (or similar) rights, subscriptions or other
rights, agreements, arrangements or commitments of any character obligating
TerreStar to issue, transfer or sell, or cause to be issued, transferred or
sold, any shares of the capital stock of TerreStar or other equity interests in
TerreStar or any securities convertible into or exchangeable for such shares of
capital stock or other equity interests, and there are no outstanding
contractual obligations of TerreStar to repurchase, redeem or otherwise acquire
any shares of its capital stock or other equity interests. There are no
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outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to TerreStar. Except pursuant to
the Stockholders' Agreement (as defined in Article VI) (and pursuant to which no
preemptive rights arise in connection with the transactions contemplated by this
Agreement), no stockholder or right holder of TerreStar is entitled to
preemptive rights. TerreStar has not, since its inception, declared or paid any
dividend or made any other distribution of cash, stock or other property to its
stockholders.
3.5. Issuance of Shares. The issuance, sale and delivery of the Shares by
TerreStar in accordance with this Agreement have been duly authorized by all
necessary action on the part of TerreStar. The Shares, when so issued, sold and
delivered against payment therefor in accordance with the provisions of this
Agreement, will be validly issued, fully paid and nonassessable. Assuming the
accuracy of the representations and warranties of the Purchaser contained in
Article IV, the offer, sale and issuance of the Shares will be exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and will have been, or following the Closing will be,
registered or qualified (or are exempt from registration and qualification)
under the registration, permit or qualification requirements of all applicable
state securities laws. The issue and sale of the Shares (a) is not subject to
any preemptive rights or rights of first refusal that have not been properly
waived or complied with (and any compliance therewith shall not result in the
issuance of any shares of Common Stock by TerreStar) and (b) will not result in
a right of any holder of securities of TerreStar to adjust the exercise,
conversion, exchange or reset price under such securities.
3.6. No Conflict. Except for (A) filings made pursuant to Regulation D
under the Securities Act or under state securities laws and (B) such
notifications or filings as may be required under the United States
Communications Act of 1934, as amended (the "FCC Act"), or the Canadian
Communications Acts (as defined in Article VI), as the case may be, the
execution and delivery by TerreStar of this Agreement, and the consummation by
TerreStar of the transactions contemplated hereby and compliance with the
provisions hereof will not (a) violate or conflict with, or require any consent,
approval, registration, authorization, qualification, designation, notice or
filing under, any provision of any domestic (federal, state or local) or foreign
law, statute, rule or regulation (including but not limited to the FCC Act, the
Canadian Communications Acts or the rules and regulations of the Federal
Communications Commission (the "FCC"), Industry Canada or the CTRC (as defined
in Article VI)), or any ruling, writ, injunction, order, declaration, judgment
or decree of any court, administrative agency or other governmental body
applicable to it, or any of its properties or assets other than violations or
conflicts which would not reasonably be expected to have a Material Adverse
Effect on TerreStar, (b) conflict with, or result in any violation or breach of,
or constitute (with due notice or lapse of time, or both) a default or loss of a
benefit under, or cause or permit the acceleration under, the terms, conditions
or provisions of any indenture, mortgage, guaranty, lease, license or other
contract, agreement or understanding, written or oral, to which TerreStar is a
party or to which its properties or assets is subject which could reasonably be
expected to have a Material Adverse Effect on TerreStar, (c) result in the
creation or imposition of any mortgages, liens, pledges, encumbrances, security
interests, deeds of trust, options, encroachments, reservations, orders,
decrees, judgments, conditions, restrictions, charges, agreements, claims or
equities of any kind (each, an "Encumbrance") upon any of TerreStar's properties
or assets which could reasonably be expected to have a Material Adverse Effect
on TerreStar, or (d) violate TerreStar's organizational documents.
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3.7. Consents. No permit, authorization, consent or approval of or by, or
any notification of or filing with, any person (governmental or private) is
required by TerreStar in connection with the execution, delivery and performance
of this Agreement, the consummation by TerreStar of the transactions
contemplated hereby, or the issuance, sale or delivery of the Shares (other than
(a) such notifications or filings required under the FCC Act, the Canadian
Communications Acts and applicable federal or state securities laws, if any,
which shall be made on a timely basis and (b) permits, authorizations, consents
and approvals which, if not obtained, could not reasonably be expected to have a
Material Adverse Effect on TerreStar).
ARTICLE IV
REPRESENTATIONS OF WARRANTIES OF THE PURCHASER
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The Purchaser hereby represents and warrants to TerreStar as follows:
4.1. Organization, Good Standing; Power and Authority. The Purchaser is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization. The Purchaser has all requisite power and
authority to enter into and carry out the transactions contemplated by this
Agreement.
4.2. Authorization of Documents. The execution, delivery and performance
by the Purchaser of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all requisite corporate action
on the part of the Purchaser, and this Agreement when executed will constitute a
legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except to the extent that enforceability
may be limited by bankruptcy, insolvency or other similar laws affecting
creditors' rights generally and except to the extent that the remedy of specific
performance and injunction and other forms of equitable relief may be subject to
equitable defenses.
4.3. No Limitations. The Purchaser has not, directly or indirectly, made
any commitment, representation, or undertaking to any third party, nor is the
Purchaser or any of its subsidiaries or affiliates party to, nor are the
Purchaser's or any of its subsidiaries' or affiliates' assets or properties
subject to, any agreement, contract, commitment, obligation, understanding or
document, that (a) conflicts or could conflict with, or results or could result
in any violation or breach of, or constitutes or could constitute (with due
notice or lapse of time, or both) a default or loss of a benefit under this
Agreement, or (b) limits or that could limit the Purchaser's or its
subsidiaries' or affiliates' ability to perform their obligations, or that
adversely impacts or could adversely impact any of the Purchaser's or its
subsidiaries' or affiliates' rights under this Agreement. Whether in connection
with any offering of securities of the Purchaser the proceeds of which are used
to fund the investment contemplated by this Agreement, or otherwise, Purchaser
has not granted any rights to any party that would, or could reasonably be
expected to, have any adverse effect on the business, assets, operations,
governance, or regulatory status of TerreStar.
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4.4. Investment Representations.
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(a) No Registration. The Purchaser understands that the Shares (i) have not
been, and will not be, registered under the Securities Act or any state
securities laws, (ii) are being offered and sold pursuant to an exemption from
registration contained in the Securities Act based in part on the
representations of the Purchaser contained in this Agreement, and (iii) the
Shares may not be transferred unless such disposition is registered under the
Securities Act and applicable state securities laws or is exempt from
registration thereunder.
(b) Acquisition for Own Account. The Purchaser will acquire the Shares for
its own account, for investment only and not with a view to the distribution
thereof within the meaning of the Securities Act.
(c) Accredited Investor; Domicile. The Purchaser is an "accredited
investor" (as defined in Rule 501(a) under the Securities Act). The Purchaser is
a resident of the State of Illinois, and the Shares were offered and sold to the
Purchaser solely in the State of Illinois.
(d) Purchaser Able to Bear Economic Risk. The Purchaser has substantial
experience in evaluating and investing in private transactions of securities in
companies similar to TerreStar so that it is capable of evaluating the merits
and risks of its investment in TerreStar and has the capacity to protect its own
interests. The Purchaser understands that an investment in the Shares is highly
speculative and involves substantial economic risk. The Purchaser understands
that it must bear the economic risk of this investment indefinitely unless the
Shares that the Purchaser purchases are registered pursuant to the Securities
Act, or an exemption from registration is available for the resale of such
securities, and that the Purchaser may sustain, and is financially able to
sustain, a complete loss of its investment pursuant to this Agreement. The
Purchaser understands that TerreStar has no present intention of registering the
Shares. The Purchaser also understands that there is no assurance that any
exemption from registration under the Securities Act for the resale of such
securities will be available and that, even if available, such exemption may not
allow the Purchaser to transfer all or any portion of Shares under the
circumstances, in the amounts or at the times the Purchaser might propose.
(e) Purchaser Can Protect Its Interest. By reason of its or of its
management's business or financial experience, the Purchaser has the capacity to
protect its own interests in connection with the transactions contemplated by
this Agreement. Further, the Purchaser is aware of no publication of any
advertisement in connection with the transactions contemplated by this
Agreement.
(f) TerreStar Information. The Purchaser has had an opportunity to discuss
the business, management and financial affairs of TerreStar with directors,
officers and management of TerreStar. The Purchaser has also had the opportunity
to ask questions of, and receive answers from, TerreStar and its management
regarding the terms and conditions of its investment. The Purchaser is not
relying on any representations, warranties or information as to TerreStar other
than the representations and warranties made to it herein or pursuant hereto.
4.5. No Conflict. The execution and delivery by the Purchaser of this
Agreement, and the consummation by the Purchaser of the transactions
contemplated hereby and compliance with the provisions hereof will not (a)
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violate or conflict with, or require any consent, approval, registration,
authorization, qualification, designation, notice or filing under, any provision
of any domestic (federal, state or local) or foreign law, statute, rule or
regulation, or any ruling, writ, injunction, order, declaration, judgment or
decree of any court, administrative agency or other governmental body applicable
to it, or any of its properties or assets, (b) conflict with, or result in any
violation or breach of, or constitute (with due notice or lapse of time, or
both) a default or loss of a benefit under, or cause or permit the acceleration
under, the terms, conditions or provisions of any indenture, mortgage, guaranty,
lease, license or other contract, agreement or understanding, written or oral,
to which it is a party or to which its properties or assets is subject, which
could reasonably be expected to have a Material Adverse Effect on the Purchaser
or on the Purchaser's ability to consummate the transactions contemplated by
this Agreement, (c) result in the creation or imposition of any Encumbrance upon
any of its properties or assets, which could reasonably be expected to have a
Material Adverse Effect on the Purchaser or the Purchaser's ability to
consummate the transactions contemplated by this Agreement or (d) violate its
organizational documents.
4.6. Consents. No permit, authorization, consent or approval of or by, or
any notification of or filing with, any person (governmental or private) is
required by Purchaser in connection with the execution, delivery and performance
of this Agreement, or the consummation by the Purchaser of the transactions
contemplated hereby (other than (i) notifications or filings required under the
Canadian Communications Act, the FCC Act and applicable federal or state
securities law, if any, which shall be made on a timely basis and (ii) permits,
authorizations, consents and approvals which, if not obtained, could not
reasonably be expected to have a Material Adverse Effect on the Purchaser's
ability to consummate the transactions contemplated by this Agreement).
4.7. Transfer Restrictions. The Purchaser acknowledges and agrees that the
Shares will be subject to restrictions on transfer as set forth in the
Stockholders' Agreement.
4.8. Legends. It is understood that the certificates evidencing the Shares
may bear one or all of the following legends, in addition to any other legends
required by applicable federal or state securities laws:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE ENCUMBERED,
PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT AND SAID LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY AND CONCURRED IN BY THE COMPANY'S COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR SAID LAWS OR SUCH
TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND
EXCHANGE COMMISSION UNDER SAID ACT AND PROMULGATED BY THE
APPLICABLE STATE SECURITIES REGULATORS UNDER SAID LAWS."
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"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS OF A STOCKHOLDERS' AGREEMENT AND ALL TRANSFERS ARE MADE
SUBJECT TO THE TERMS OF SAID STOCKHOLDERS' AGREEMENT. A COPY OF
THE STOCKHOLDERS AGREEMENT IS AVAILABLE FOR INSPECTION AND
EXAMINATION AT THE PRINCIPAL OFFICE OF THE COMPANY. THE COMPANY
WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST TO ITS PRINCIPAL
OFFICE AND WITHOUT CHARGE, A FULL STATEMENT OF THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE SHARES OF
EACH CLASS OR SERIES OF STOCK, AND THE QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SUCH RELATIVE RIGHTS AND PREFERENCES."
ARTICLE V
GENERAL PROVISIONS
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5.1. Confidentiality. Each party hereto agrees that, except with the prior
written consent of the other party, it shall at all times keep confidential and
not divulge, furnish or make accessible to anyone any confidential information,
knowledge or data concerning or relating to the business or financial affairs of
the other parties to which such party has been or shall become privy by reason
of this Agreement, discussions or negotiations relating to this Agreement, the
performance of its obligations hereunder or the ownership of the Shares
purchased hereunder. The provisions of this Section 5.1 shall be in addition to,
and not in substitution for, the provisions of any separate nondisclosure
agreement executed by the parties hereto.
5.2. Publicity; SEC Filings. Neither TerreStar nor the Purchaser shall,
without the prior written consent of the other party, except as may be required
by law, advertise, issue any press release or otherwise publicize the fact that
the parties have entered into this Agreement.
5.3. Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Purchaser and the
closing of the transactions contemplated hereby.
5.4. 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.
5.5. 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 the Shares from time to time. Nothing in this
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Agreement, express or implied, is intended to confer upon any other party (other
than the parties to this Agreement or their respective successors and assigns)
any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
5.6. Severability. In case any provision of this 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 Agreement to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a reasonably acceptable manner so that the transactions contemplated
hereby may be consummated as originally contemplated to the fullest extent
possible.
5.7. Amendment and Waiver. This Agreement may be amended or modified, and
the obligations of TerreStar and the rights of the Purchaser under this
Agreement may be waived, only upon the written consent of TerreStar and the
Purchaser.
5.8. Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party, upon any breach, default or noncompliance
by another party under this Agreement shall impair any such right, power or
remedy, nor shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of or in any similar breach,
default or noncompliance thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the Purchaser's part of any breach, default
or noncompliance under this Agreement or any waiver on such party's part of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement, by law or otherwise afforded to any
party, shall be cumulative and not alternative.
5.9. 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 TerreStar and the
Purchaser at the addresses set forth on the signature pages of this Agreement or
at such other address as TerreStar or the Purchaser may designate by 10 days
advance written notice to the other parties hereto.
5.10. Expenses. Each party shall pay all costs and expenses that it incurs
with respect to the negotiation, execution, delivery and performance of this
Agreement. For the avoidance of doubt, the Purchaser shall have no liability to
TerreStar in respect of any fees, commissions or other compensation that may be
payable by TerreStar to any brokers, finders, investment banks or similar
entities in connection with the transactions contemplated by this Agreement.
Similarly, TerreStar shall not have any liability to the Purchaser in respect of
any fees, commissions or other compensation that may be payable by the Purchaser
to any brokers, finders, investment banks or similar entities in connection with
the transactions contemplated by this Agreement.
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5.11. Attorneys' Fees. In the event that any suit or action is instituted
to enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.
5.12. Interpretation. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in
construing this 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.
5.13. Counterparts. This 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 Agreement by facsimile shall be effective as delivery of
a manually executed counterpart of this Agreement.
5.14. Entire Agreement. This Agreement, the Exhibits and 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.
ARTICLE VI
CERTAIN DEFINED TERMS
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"Canadian Communications Acts" means the Radiocommunication Act (Canada)
and the Telecommunications Act (Canada), including any amending or successor
legislation thereto, as well as all orders, decisions, policies, rules and
regulations of the CRTC and Industry Canada that are rendered or promulgated
thereunder.
"CRTC" means the Canadian Radio-television and Telecommunications
Commission.
"Material Adverse Effect" means a material adverse effect on the
properties, business, prospects, operations, earnings, assets, liabilities or
the condition (financial or otherwise) of the specified entity.
"Stockholders' Agreement" means that certain Stockholders' Agreement, dated
as of May 11, 2005, as amended, by and among TerreStar and each of the
stockholders named therein.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement as of the date first set forth above.
TERRESTAR NETWORKS INC.
By: /s/ Robert H. Brumley
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Name: Robert H. Brumley
Title: President and Chief Executive
Officer
Address for Notice:
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TerreStar Networks Inc.
12010 Sunset Hills Road
Reston, VA 20190
Attention: Chief Executive Officer
Facsimile: (703) 707-2472
With a copy to (which shall not constitute
notice to TerreStar):
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TerreStar Networks Inc.
12010 Sunset Hills Road
Reston, VA 20190
Attention: Legal Department
Facsimile: (703) 707-2472
Purchaser:
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MOTIENT VENTURES HOLDING INC.
By: /s/ Christopher W. Downie
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Name: Christopher W. Downie
Title: Executive Vice President
Address for Notice:
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300 Knightsbridge Parkway
Lincolnshire, IL 60069
Attention: General Counsel
Facsimile: (847) 478-4810