S-3ASR

As filed with the Securities and Exchange Commission on August 7, 2006
 

                                                                                                       Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MOTIENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	4812	93-0976127
(State of Incorporation)	(Primary S.I.C. Code Number)	(I.R.S. Employer
		Identification No.)

300 Knightsbridge Pkwy.

Lincolnshire, IL 60069

(847) 478-4200

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Registrant’s Principal Executive Offices)

Robert L. Macklin

General Counsel and Secretary

300 Knightsbridge Pkwy.

Lincolnshire, Il 60069

(847) 478-4200

(Name, Address, Including Zip Code, And Telephone Number,

Including Area Code, Of Agent For Service)

Copy to:

W. Mark Young

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

(713) 220-4200

Facsimile: (713) 220-4285

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, par value $0.01 per share	4,119,386 shares	$12.45	$ 51,286,356	$5,488

(1)	The shares registered hereby are shares which the selling stockholders will receive upon the closing of the exchange of their TerreStar Networks Inc. and TerreStar Networks Bermuda Ltd. common stock for shares of Motient Corporation common stock. All selling stockholders and Motient Corporation are contractually committed to complete such exchange.
(2)	Calculated in accordance with Rule 457(c) under the Securities Act of 1933 based on the average of the bid and asked price per share of our common stock on August 2, 2006, as reported in the Pink Sheets.

PROSPECTUS

MOTIENT CORPORATION

4,119,386 Shares of Common Stock

This prospectus relates solely to the offer and sale by the selling stockholders identified in this prospectus or a subsequently filed prospectus supplement of up to 4,119,386 shares of our common stock. The selling stockholders are offering all of the shares to be sold in the offering, but they are not required to sell any of these shares. The selling stockholders may sell the offered shares in public or private transactions, at prevailing market prices or at privately negotiated prices in transactions that may or may not involve the Pink Sheets or any exchange on which our shares are listed from time to time. In connection with these sales, the selling stockholders may use underwriters, broker-dealers, or agents, who may receive compensation or commissions for the sales. We will incur expenses in connection with the registration of the common stock, but we will not receive any of the proceeds from the sale of our common stock by the selling stockholders.

Motient has entered into binding agreements with the selling stockholders to exchange the shares of TerreStar Networks Inc. and TerreStar Networks Bermuda Ltd. that they own for shares of Motient Corporation common stock. These agreements are not subject to any closing conditions that are in the control of the selling stockholders. These exchanges have not yet occurred and Motient has therefore not yet issued the shares of common stock to the selling stockholders that it will ultimately be required to issue. These transactions are described further in “Summary - MSV and TerreStar Ownership Changes.”

Our common stock is not currently listed on any national securities exchange or on the NASDAQ Stock Market. Our common stock is currently quoted on the Pink Sheets under the symbol “MNCP”. On August 1, 2006 the last reported bid price for our common stock was $12.50.

The purchase of our common stock involves a high degree of risk. See “Risk Factors” beginning on Page 6 for a discussion of factors that you should carefully consider before purchasing the shares offered by this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is August 7, 2006.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements	1
Prospectus Summary	2
The Offering	4
Risk Factors	6
Use of Proceeds	20
Determination of Market Price	20
Selling Stockholders	21
Plan of Distribution	24
Legal Matters	25
Experts	25
Incorporation of Information Filed with the SEC	26
Where You Can Find More Information	26

If it is against the law in any state to make an offer to sell these shares, or to solicit an offer from someone to buy these shares, then this prospectus does not apply to any person in that state, and no offer or solicitation is made by this prospectus to any such person.

You should rely only on the information provided or incorporated by reference in this prospectus or any supplement. Neither we nor any of the selling stockholders have authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of this prospectus or any supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected financial position and operating results, our business strategy, and our financing plans are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” or “intend.” These forward-looking statements reflect our plans, expectations and beliefs and, accordingly, are subject to certain risks and uncertainties. We cannot guarantee that any of such forward-looking statements will be realized.

Statements regarding factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, or cautionary statements, include, among others, those under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview,” and elsewhere in this prospectus, including in conjunction with the forward-looking statements included in this prospectus. All of our subsequent written and oral forward-looking statements (or statements that may be attributed to us) are expressly qualified by the cautionary statements. You should carefully review the risk factors described in our other filings with the Securities and Exchange Commission from time to time, including our reports on Forms 10-Q and 10-K which will be filed in the future, as well as our other reports and filings with the Securities and Exchange Commission, or SEC.

Our forward-looking statements are based on information available to us today, and we will not update these statements. Our actual results may differ significantly from the results discussed.

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PROSPECTUS SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated by reference in this prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus and the documents incorporated by reference in this prospectus before deciding whether to invest in our common stock.

Company Overview

We are currently developing a satellite and terrestrial communications service through our majority-owned subsidiary TerreStar Networks, Inc, or TerreStar. In addition, we currently own a 43% interest in Mobile Satellite Ventures LP, or MSV, which is developing a similar service. TerreStar and MSV both plan to pursue ancillary terrestrial component, or ATC, based satellite communications networks, which we expect will allow them to integrate terrestrial wireless services with mobile satellite services, or MSS, in a virtually seamless wireless communications network. We have recently entered into agreements to consolidate the ownership of TerreStar under our company and to consolidate the ownership of MSV under SkyTerra Communications, Inc., or SkyTerra.

TerreStar

TerreStar is a development stage company in the process of building its first satellite. Through TerreStar, we plan to develop an integrated satellite and terrestrial communications network to provide continuous nationwide wireless services, including IP-based voice and high-speed data services, throughout the United States and Canada. TerreStar has contractual rights to receive, from one of its stockholders, 20 MHz of unshared spectrum throughout the United States in the 2 GHz MSS band, in two separate 10 MHz blocks of contiguous spectrum. This spectrum is eligible for ancillary terrestrial component, or ATC, authorization, under which we can integrate terrestrial wireless services with mobile satellite services, or MSS. ATC rules and policies permit the re-use of assigned satellite frequencies terrestrially in order to extend MSS availability, for example, to many indoor and urban areas where satellite signals cannot be received reliably. We expect that ATC will, for instance, allow a user to utilize a mobile phone that would communicate with a traditional land-based wireless network when in range of that network, but communicate with a satellite when not in range of such a land-based network.

MSV

MSV currently provides mobile satellite-based communications services with two satellites that allow customers access to satellite-based wireless data, voice, fax and dispatch radio services almost anywhere in North and Central America and in various coastal waters. Like TerreStar, MSV is also developing an ATC-based next-generation integrated wireless network. Upon the initial closing of the ownership consolidation transactions we recently entered into with SkyTerra, which are described in more detail below, our direct ownership interest in MSV will be reduced to 17.1% in exchange for shares of SkyTerra, and we expect that we will exercise our rights to exchange the remainder of our direct interest in MSV for additional shares of SkyTerra in the future. We expect to eventually distribute to our stockholders or sell most if not all of our interests in SkyTerra that we will receive in exchange for our MSV interests, so that in the future our business will be comprised primarily of the business conducted by TerreStar.

MSV and TerreStar Ownership Changes

TerreStar and MSV Ownership Consolidation Transactions. In May 2006, we entered into a series of agreements to consolidate the ownership of TerreStar under Motient and the ownership of MSV under SkyTerra, one of the other current investors in MSV and TerreStar. Upon the closing of the transactions under these agreements, which is expected to occur in the thirdquarter of 2006, Motient will receive shares of SkyTerra and issue shares of its common stock in exchange for shares of TerreStar.

Assuming that all of the other stockholders of TerreStar other than SkyTerra and TMI Communications Delaware, or TMI Communications, exercise their contractual “tag-along” rights to exchange their shares of TerreStar common stock with us on the same financial terms, our ownership of

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TerreStar will increase from 54.3% to 74.2% (each on a fully diluted basis) in exchange for the issuance of 13.1 million shares of Motient common stock. Some of these tag along rights may be exercised after the initial closing of the ownership consolidation transactions. We cannot assure you that all of the parties who have these tag-along rights will exercise them.

Also upon closing of the transactions under these agreements, Motient will initially transfer a 26.3% interest in MSV to SkyTerra in exchange for 29.1 million shares of SkyTerra common stock, 25.5 million of which we intend to distribute to our common stockholders as a dividend following the closing. We will also have the right for a five year period after the closing to transfer our remaining 17.1% interest in MSV to SkyTerra in exchange for an additional 18.9 million shares of SkyTerra common stock, a portion of which we intend to sell to pay income taxes incurred in connection with these transactions, a portion of which we may sell in the future for other general corporate purposes, and a portion of which we intend to distribute to the holders of our preferred stock pursuant to the terms of our preferred stock upon any conversion of the preferred stock into our common stock.

These transactions are subject to numerous conditions and we cannot assure you that we will be able to consummate them.

Sale of DataTac Network

We also have recently reached an agreement to sell most of the assets and liabilities associated with our legacy wireless business to one of our customers. This legacy business provides customers with two-way wireless data communication services via access to wireless data networks, such as the Sprint and Cingular networks, and our own DataTac network. We believe that this transaction will ultimately represent an immediate cash savings to Motient, and will allow us to focus our efforts more effectively on TerreStar’s satellite communications network. We anticipate that this transaction will close in the third quarter of 2006.

Corporate Information

We are a Delaware corporation with our principal executive offices located at 300 Knightsbridge Parkway, Lincolnshire, Illinois 60069. Our telephone number is (847) 478-4200. TerreStar is headquartered in Reston, Virginia. You may find all of our public filings with the Securities and Exchange Commission in the “Investor Relations” section of our website, www.motient.com. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Registration Statement on Form S-3.

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THE OFFERING

Common stock offered by the selling stockholders	4,119,386 shares
Common stock outstanding as of August 1, 2006	63,215,692 shares
Series A preferred stock outstanding as of August 1, 2006	90,000 shares
Series B preferred stock outstanding as of August 1, 2006	318,500 shares
Use of proceeds	All of the net proceeds from the sale of the common stock covered by this prospectus will go to the selling stockholders who offer and sell shares of the common stock. We will not receive any proceeds from the sale of the common stock offered by the selling stockholders.
Pink Sheets trading symbol	MNCP

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Summary Historical Financial Data

The following table sets forth Motient’s summary historical financial data as of the dates and for the periods shown. The historical data as of and for the years ended December 31, 2003, 2004 and 2005 were derived from our audited consolidated financial statements included in this prospectus supplement, and the historical data as of and for the quarterly periods ended March 31, 2005 and 2006 were derived from our unaudited consolidated financial statements included in this prospectus supplement.

	March 31, 2006			March 31, 2005		December 31, 2005		December 31, 2004		December 31, 2003
Statement of Operations Data:
Total Revenue		$       2,043		$       5,013		$      13,824		$     36,880		$      54,485
Total Expenses		18,896		26,465		140,003		83,467		103,224
General and Administrative		10,404		14,343		35,714		13,223		11,299
Other		5,558		8,443		88,316		54,680		70,459
D&A		2,934		3,679		15,973		15,564		21,466
Profit/Loss from continuing operations
before other (expense) / income		(16,853	)	(21,452	)	(126,179	)	(46,587	)	(48,739	)
Equity Loss in MSV		(8,193	)	(9,767	)	(25,059	)	(11,897	)	(9,883	)
Net loss		$    (20,055	)	$    (31,139	)	$   (139,281	)	$     (72,329	)	$    (62,122	)
Balance Sheet Data (at end of period indicated):
Cash and cash equivalents		$    149,051		$     12,100		$    180,774		$     16,945		$       3,618
Restricted cash		22,368		-		102,851		-		504
Investments		488,092		502,923		496,284		141,711		22,610
Total Assets		886,930		599,976		967,191		248,080		157,028
Working capital		190,074		3,677		216,636		8,751		(11,183	)
Other liabilities		337		580		343		675		33,189
Total equity		$    383,702		$    587,277		$    408,541		$    234,731		$      92,807
Other Data:
Net cash (used in) operating activities		$      (8,467	)	$      (5,924	)	$     (32,207	)	$     (18,354	)	$      (7,120	)
Net cash (used in) / provided by investing activities		$    (23,367	)	$           (10	)	$   (111,871	)	$   (120,662	)	$       4,893
Net cash provided by financing activities		$          111		$       1,089		$    307,907		$    152,343		$              5

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RISK FACTORS

An investment in our common stock involves risks. Any of the following risks, as well as other risks and uncertainties, could harm our business and financial results and cause the value of our securities to decline, which in turn could cause investors to lose all or part of their investment in us. The risks below are not the only ones we face. Additional risks not currently known to us, or that we currently deem immaterial, also may impair our business.

Risks Related to our Business

Our primary assets are our ownership interests in TerreStar and MSV, and therefore any factors that materially and adversely affect TerreStar and/or MSV will materially and adversely affect Motient.

We own approximately 43% of MSV and 55% of TerreStar (each on a fully diluted basis) and our ownership of TerreStar and MSV comprise substantially all of our value. We have entered into ownership consolidation agreements described herein or in documents incorporated by reference herein that will materially increase our ownership of TerreStar and decrease our ownership of MSV. The business plans of both TerreStar and MSV involve the development of a next-generation network that is subject to significant risks, many of which are described in this prospectus supplement. To the extent either MSV or TerreStar is unsuccessful in implementing and executing upon its business strategy, the value of our investment in TerreStar and MSV will be materially and adversely affected.

TerreStar needs substantial financing to develop and construct its network.

We expect to require significant funding to finance our business strategy, including construction and launch of our satellites, build out of our terrestrial network, development and deployment of our technology. The costs may be greater than our current estimates as we still need to finalize agreements for the construction of the terrestrial component of our network. We estimate that the total cost to develop and construct the satellite component of TerreStar’s network in the United States and Canada, including the costs of our first satellite, TerreStar-1, its launch, launch insurance and associated ground components, will be approximately $550 million. This estimate does not include the costs associated with constructing and launching a spare satellite, which we refer to as TerreStar-2, and which is required by the FCC to be completed within one year following the commencement of operation of TerreStar-1.

In addition, we will require significant funds to deploy the ATC portion of our network. If we decide to construct the towers for this terrestrial network, the total cost to deploy the network could be substantial, and the magnitude of this cost would depend on the choice of air interface technology, the number of markets deployed, the scope of the terrestrial build within each market and the targeted wireless service offering (limited mobile, portable or fully mobile). If we decide not to build some or all of the towers for the terrestrial component ourselves, we will incur costs to utilize existing terrestrial networks, which may include leasing space on tower sites at a substantial cost.

Our business is subject to a high degree of government regulation.

The communications industry in which we operate is highly regulated by governmental entities and regulatory authorities, including the FCC and Industry Canada. Our business is completely dependent upon obtaining and maintaining regulatory authorizations to operate our planned integrated satellite and terrestrial network. For example, the FCC and/or Industry Canada could refuse to approve, or impose material conditions on, the assignments of 2 GHz authorizations to us. In addition, we could fail to obtain authorization to operate an ATC network, which we have not yet applied for. Failure to obtain or maintain necessary governmental approvals would impair our ability to implement our planned network, and would have a material adverse effect on our financial condition. Additional important risks relating to our regulatory framework are listed below under “Risk Factors –Regulatory Risks.”

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TerreStar’s success will depend on market acceptance of new and unproven technology.

Other than satellite radio, we are not aware of any integrated satellite and terrestrial wireless network in commercial operation. As a result, TerreStar’s proposed market is new and untested and we cannot predict with certainty the potential demand for the services it plans to offer or the extent to which we will meet that demand. There may not be sufficient demand to enable us to generate positive cash flow, and TerreStar’s cost structure may not permit it to meet its obligations. Among other things, end user acceptance of TerreStar’s network and services will depend upon:

• its ability to provide integrated wireless services that meet with market demand;

• its ability to provide attractive service offerings to its anticipated customers;

• the cost and availability of handsets and other user equipment that is similar in size, weight and cost to existing standard wireless devices, but incorporate the new technology required to operate on our network;

• federal, state, provincial, local and international regulations affecting the operation of satellite networks and wireless systems;

• whether competitors develop new and alternative technologies;

• the price of our service offerings; and

• general and local economic conditions.

We cannot successfully implement our business plan if we cannot gain market acceptance for our planned products and services. Any material miscalculation with respect to our service offerings or operating strategy will adversely affect our ability to operate our business, our financial condition and our results of operations.

Spectrum assets are difficult to value and may decline in value.

In the future, we may form strategic partnerships to maximize value for our spectrum, network assets and combined service offerings in the United States and Canada. Values that we may be able to realize from such partnerships would depend in part on the value ascribed to our spectrum. If valuations of spectrum assets decline, a partner may not be willing to invest a significant amount in us based on our spectrum and other assets or invest on terms attractive to us or our investors. Valuations of spectrum in other frequency bands have historically been volatile and we cannot predict at what amount a future partner may be willing to value our spectrum and other assets.

The FCC or Industry Canada could allocate additional spectrum that could be used to compete with us, or that could decrease the perceived market value of our wireless capacity. The FCC, for example, recently scheduled an auction of 90 MHz of spectrum in the 1.7/2.1 GHz range for August 2006. Additional spectrum auctions may be scheduled by the FCC and Industry Canada in the future. The FCC and Industry Canada may take other action, such as spectrum leasing, to promote the availability or more flexible use of existing satellite or terrestrial spectrum allocations. The acquisition by our competitors of rights to use additional spectrum could have a material adverse effect on the value of our spectrum authorizations.

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We may be unable to achieve our business and financial objectives because the communications industry is highly competitive.

In seeking market acceptance for our network services, we will encounter competition from many sources, including:

• existing satellite services from other operators;

• conventional terrestrial wireless services;

• traditional wireline voice and high-speed data offerings;

• terrestrial land-mobile and fixed services; and

• next generation integrated services that may be offered in the future by other networks operating in the 2 GHz MSS band, L-band or Big Low Earth Orbiting, or LEO, bands.

The communications industry includes major domestic and international companies, many of which have financial, technical, marketing, sales, distribution and other resources substantially greater than we do and which provide a wider range of services than will be provided by us. While we believe our services will be complementary to terrestrial wireless services, we may be adversely affected by competition from companies that provide services using existing wireless technologies.

We may also face competition from companies using new technologies and new integrated networks in the future. For instance, the FCC has authorized ICO North America and its affiliates, or ICO, to use radio frequencies for mobile satellite services within the 2 GHz MSS band. Although ICO currently has no operations in this band, they have announced plans to launch integrated networks similar to those envisioned by us. We will also face competition with respect to entering into strategic partnerships. Failure to offer services that compete effectively with potential competitors or to attract strategic partners would have a material adverse effect on our business and financial condition.

We may not be able to take advantage of, or may be negatively affected by, industry consolidation.

Industry consolidation could adversely affect us by increasing the scale or scope of our competitors and thereby making it more difficult for us to compete. We may pursue acquisitions, joint ventures or other strategic transactions on an opportunistic basis. However, we may not find or be able to take advantage of any suitable assets or facilities. If we do pursue acquisitions, joint ventures or other strategic transactions, we may face costs and risks arising from any transaction, including integrating a new business into our business or in managing a joint venture. These may include legal, organizational, financial and other costs and risks.

TerreStar’s network will depend on the development and integration of complex and untested technologies.

TerreStar must integrate a number of sophisticated satellite, terrestrial and wireless technologies that typically have not been integrated in the past, and some of which are not yet fully developed, before they offer their proposed ATC satellite network services. These include, but are not limited to:

• Satellites that have significantly larger antennas and are substantially more powerful than any satellites currently in use;

• Use of spot-beam technology;

• Development of chipsets for mobile handsets that are capable of receiving a satellite and ground-based signals;

• Development of integrated satellite and terrestrial-capable mobile handsets with attractive functionality and price; and

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• Development of ground infrastructure hardware and software capable of supporting our communication system and demands of our customers.

As a result, unanticipated technological problems or delays relating to the development and use of our technology may prove difficult, time consuming, expensive or impossible to solve. Any of these may result in delays in implementing our infrastructure and would adversely result our financial condition.

TerreStar’s satellites are subject to construction and delivery delays.

TerreStar is dependent on third parties to build and launch its satellites. The manufacture of such satellites is technically complex and subject to construction and delivery delays that could result from a variety of causes, including the failure of third-party vendors to perform as anticipated and changes in the technical specifications of the satellites. Delivery of the satellites may not be timely. Such delays could adversely affect achievement of TerreStar’s FCC and Industry Canada-required construction and launch milestones and the planned introduction of our network.

During any period of delay, TerreStar would continue to have significant cash requirements that could materially increase the aggregate amount of funding it needs. TerreStar may not be able to obtain additional financing on favorable terms, or at all, during periods of delay. Delays could also make it more difficult for TerreStar to secure strategic partnerships and could force us to reschedule the anticipated satellite launch dates. Another launch slot may not be available within the time period required to meet FCC milestones.

TerreStar’s satellites could be damaged or destroyed during launch or deployment or could fail to achieve their designated orbital location.

TerreStar’s satellite launches and deployments may not be successful. A percentage of satellites never become operational because of launch failures, satellite destruction or damage during launch or improper orbital placement, among other factors. Launch failure rates vary depending on the chosen launch vehicle and contractor. TerreStar may not be able to launch its satellites on vehicles with the highest success rates and, even if it does, these vehicles may experience launch failures despite their track records. Even if successfully launched into orbit, a satellite may use more fuel than planned to enter into its orbital location, which could reduce the overall useful life of the satellite, or may never enter or remain in its designated orbital location, which could render it inoperable. Deployment and use of the antennas on TerreStar’s satellites, which are larger than those on most commercial satellites, pose additional risks. If one or more of the launches or deployments fail, TerreStar will suffer significant delays that will damage its business, cause it to incur significant additional costs, and adversely affect its ability to generate revenue.

Satellites have a limited useful life and premature failure of our satellites could damage our business.

During and after their launch, all satellites are subject to equipment failures, malfunctions and other problems. A number of factors could decrease the expected useful lives or the utility of our satellites, including:

• defects in construction;

• faster than expected degradation of solar panels;

• malfunction of component parts;

• loss of fuel on board;

• higher than anticipated use of fuel to maintain the satellite’s orbital location or higher than anticipated use of fuel during orbit raising following launch;

• random failure of satellite components not protected by back-up units;

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• electromagnetic storms; and

• collisions with other objects in space.

The interruption of our business caused by the loss or premature degradation of a satellite would continue until we either extended service to end users on another satellite or built and launched additional satellites. If one of our satellites were to malfunction or to fail prematurely, it could affect the quality of our service, substantially delay the commencement or interrupt the continuation of our service, harm our reputation, and adversely affect our business and our financial condition.

Damage to TerreStar’s satellites may not be fully covered by insurance.

TerreStar intends to purchase launch and in-orbit insurance policies for its satellites from global space insurance underwriters. If the launch of TerreStar’s satellite system is a total or partial failure, its insurance may not fully cover its losses, and these failures may also cause insurers to include additional exclusions in TerreStar’s insurance policies when they come up for renewal. We may not be able to obtain additional financing to construct, launch and insure a replacement satellite or such financing may not be available on terms favorable to us. We expect that TerreStar will not buy insurance to cover, and would not have protection against, business interruption, loss of business or similar losses. Also, any insurance TerreStar obtains will likely contain certain customary exclusions and material change conditions that would limit our coverage.

TerreStar will depend on a limited number of suppliers and service providers to design, construct and maintain its network.

We will rely on contracts with third parties to design and build TerreStar’s satellites, as well as the terrestrial components of TerreStar’s network. These include the integrated MSS and ATC systems, technology for communications between the satellite and terrestrial equipment, and the development of a small, mass-market dual-mode MSS/ATC handset and/or chipset that will meet the FCC’s requirements, none of which exists today. We also intend to enter into relationships with additional third party contractors in the future for additional satellites, equipment and maintenance and other services relating to TerreStar’s network. There are only a few companies capable of supplying the products and services necessary to implement and maintain TerreStar’s network. As a result, if any of our third-party contractors terminates its business relationship with us, or we seek to find additional partners, we may not be able to find a replacement in a timely manner or on terms satisfactory to us. This could lead to delays in implementing TerreStar’s network and interruptions in providing service to our customers, which would adversely affect our financial condition. In addition, the development and rollout of the terrestrial network by these third parties may also be subject to unforeseen delays, cost overruns, regulatory changes, engineering and technological changes and other factors, some of which may be outside of TerreStar’s control. If TerreStar is not able to enter into partnering relationships and construct the terrestrial component of its network, it may not be able to implement its business plan and its financial condition could be adversely affected.

Delays in deployment of our terrestrial network due to limited tower availability, local zoning approvals or adequate telecommunications transport capacity would delay and reduce our revenues.

Our business strategy includes the deployment of a terrestrial network. Tower sites or leases of space on tower sites and authorizations in some desirable areas may be costly and time intensive to obtain. If we are unable to obtain tower space, local zoning approvals or adequate telecommunications transport capacity to develop our network in a timely fashion, the launch of our network would be delayed, our revenues would be delayed and less than expected and our business would suffer.

Our planned terrestrial network or other ground facilities could be damaged by natural catastrophes or man-made disasters.

Since our planned terrestrial network will be attached to buildings, towers and other structures around the country, an earthquake, tornado, flood or other catastrophic event or other man-made disaster or vandalism could damage our network, interrupt our service and harm our business in the affected area. Temporary disruptions could damage our reputation and the demand for our services and adversely affect our financial condition.

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TerreStar and its partners may not be able to identify, develop and market innovative products and therefore may not be able to compete effectively.

TerreStar’s ability to implement its business plan depends in part on its ability to gauge the direction of commercial and technological progress in key markets and to fund and successfully develop and market products in its targeted markets. TerreStar’s competitors may have access to technologies not available to TerreStar, which may enable it to provide communications services of greater interest to end users, or at a more competitive cost. TerreStar may not be able to develop new products or technology, either alone or with third parties, or license any additional necessary intellectual property rights from third parties on a commercially competitive basis. The satellite and wireless industries are both characterized by rapid technological change, frequent new product innovations, changes in customer requirements and expectations and evolving industry standards. If TerreStar or its partners are unable to keep pace with these changes, its business may be unsuccessful. Products using new technologies, or emerging industry standards, could make its technologies obsolete. If TerreStar or its partners fail to keep pace with the evolving technological innovations in its markets on a competitive basis, our financial condition and results of operation could be adversely affected. In particular, if existing wireless providers improve their coverage of terrestrial-based systems to make them more ubiquitous, demand for products and services utilizing TerreStar’s network could be adversely affected or fail to materialize.

A market for TerreStar’s services may fail to develop.

Demand for the services TerreStar plans to offer may not grow or be accepted generally, or in particular geographic markets, for particular types of services, or during particular time periods. A lack of demand could adversely affect TerreStar’s ability to sell its services, enter into strategic partnerships or develop and successfully market new services. In addition, demand patterns shift over time, and user preferences may not favor the services TerreStar plans to offer when its network is operational.

An economic downturn in the United States or Canada or changes in consumer spending could adversely affect our financial condition.

We expect that the primary user base for our network will include customers of partners we contract with and customers within certain vertical markets (for example, public safety, fleet management and consumer telematics). In the event that the United States or Canada experiences an economic downturn and spending by end users drops, our business may be adversely affected.

Demand for the services we plan to offer may not grow or be accepted generally, or in particular geographic markets, for particular types of services, or during particular time periods. A lack of demand could adversely affect our ability to sell our services, enter into strategic partnerships or develop and successfully market new services. In addition, demand patterns shift over time, and consumer preferences may not favor the services we plan to offer.

TerreStar depends on licenses of critical intellectual property from a competitor.

TerreStar licenses the technology it plans to use to operate its network from ATC Technologies, LLC, a wholly-owned subsidiary of MSV, which is one of TerreStar’s major competitors, and of which Motient currently is a significant stockholder. Following the MSV ownership consolidation transactions, we will cease to be a significant stockholder of MSV. MSV has rights to approximately 30 MHz of spectrum in the L-band and is positioned to achieve device transparency and plans to offer services that compete with the services that TerreStar plans to offer.

ATC Technologies granted to TerreStar a perpetual, non-exclusive, royalty-free, fully paid up, nontransferable (except for certain rights to sublicense), non-assignable, limited purpose right and license to certain patents and technologies owned by ATC Technologies for the sole purpose of providing 2 GHz MSS band services in any geographic territory in the entire world in which TerreStar, one of its affiliates or a joint venture or strategic alliance into which TerreStar has entered is authorized to provide 2 GHz MSS band services. ATC Technologies granted similar rights to the same intellectual property to MSV for L-band services in any geographic territory in the entire world where MSV, one of its affiliates or a joint venture or strategic alliance into which MSV has entered is authorized to provide L-band services. In addition, ATC Technologies

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granted rights to MSV International, LLC, or MSVI, a subsidiary of MSV, in and to the same intellectual property for the purpose of providing communications services anywhere in the entire world, excluding services relating to the 2 GHz MSS band. ATC Technologies has also contractually committed to license to us, pursuant to the same terms as set forth above, certain additional intellectual property that may be developed, licensed, acquired or used by MSV, MSVI or ATC Technologies during a collaboration period that will continue, unless terminated earlier, for a period of approximately seven more years.

TerreStar’s license agreements with ATC Technologies may be terminated, among other reasons, if any person directly or indirectly acquires control of TerreStar by ownership, control of voting securities, by contract or otherwise. In the event TerreStar’s license agreements with ATC Technologies are terminated, TerreStar may not be able to obtain licenses for alternative technologies on terms as favorable to it as those obtained through the license agreement with ATC Technologies, if at all. If ATC Technologies terminates or breaches its agreements with TerreStar or if TerreStar and ATC Technologies have a significant dispute regarding the licensed intellectual property, such termination, breach or significant dispute could have a material adverse effect on our business.

The intellectual property TerreStar licenses from ATC Technologies includes issued patents and technology subject to patent applications. In addition, any patents held by ATC Technologies may be challenged, invalidated or circumvented.

TerreStar also relies upon unpatented proprietary technology and other trade secrets, the vast majority of which TerreStar also licenses from ATC Technologies. While it is TerreStar’s practice to enter into confidentiality agreements with its employees and third parties to protect its proprietary expertise and other trade secrets, these agreements may not be enforceable, or, even if legally enforceable, TerreStar may not have adequate remedies for breaches of such agreements. The failure of TerreStar’s patents or confidentiality agreements to protect its proprietary technology or trade secrets could adversely affect its ability to implement its business plan and its financial condition. In addition, because TerreStar licenses much of the proprietary technology and trade secrets upon which it relies from ATC Technologies and because ATC Technologies also licenses that technology and those trade secrets to MSV and MSVI, with a right to sublicense, the failure of ATC Technologies, MSV, MSVI or any of their licensees or sublicensees to protect such proprietary technology and trade secrets or the lack of enforceability or breach of agreements entered into by ATC Technologies, MSV, MSVI or any of their licensees or sublicensees, could also adversely affect TerreStar’s ability to implement its business plan and its financial condition.

All of the intellectual property that TerreStar has licensed from ATC Technologies is subject to a first lien issued in favor of the holder of MSV’s outstanding senior secured notes due 2013. In the event that MSV defaults on its financial obligations under the notes and related obligations, the noteholders may require ATC Technologies to assign to the noteholders certain intellectual property rights, including patents and patent applications. TerreStar may be adversely affected in the event that ownership of the patents and know-how that it currently licenses from ATC Technologies is transferred to a third party.

We have a contractual obligation to assign or exclusively license to a competitor any intellectual property that we may develop, license, use or acquire over the next seven years.

In accordance with the same license agreement pursuant to which we obtain license rights from ATC Technologies for the critical intellectual property upon which we depend, we have a contractual obligation to assign to or, if we are prohibited from assigning, license to, ATC Technologies all intellectual property that we develop, license, use or acquire during a collaboration period, which will continue for approximately seven years. During this collaboration period, we, MSV and MSVI have agreed to assign or, if legally prohibited from assigning, license, intellectual property to ATC Technologies, which will, in turn, license back such intellectual property to us, MSV and MSVI, with the right to sublicense such intellectual property pursuant to the same terms under which we license other intellectual property from ATC Technologies. We have a separate eight-year contractual obligation to fund 50% of the intellectual property-related expenses incurred by ATC Technologies, including but not limited to research expenses, of which seven years are remaining. Pursuant to this contractual obligation, we have a contractual commitment to fund a minimum of $1 million dollars annually. We have the right to “opt out” of future intellectual property development projects if and to the extent that our financial obligation would exceed $1 million per year, and to forgo our right to receive license rights stemming from future projects. This collaboration could limit our ability to effectively differentiate ourselves from certain of our competitors.

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We may incur costs, and may not be successful, defending our rights to intellectual property upon which we are dependent.

In developing and implementing our network, we will need to develop or obtain rights to additional technology that is not currently owned by us or licensed to us. We may be unsuccessful in developing additional technologies required to develop and implement our network, and we may not be able to protect any intellectual property associated with technologies we develop from infringement by third parties. In addition, if we are able to develop or license such technologies, there can be no assurance that any patents issued or licensed to us will not be challenged, invalidated or circumvented. Litigation to defend and enforce these intellectual property rights could result in substantial costs and diversion of resources and could have a material adverse effect on our financial condition and results of operations, regardless of the final outcome of such litigation.

Litigation to defend and enforce our intellectual property rights could result in substantial costs and diversion of resources and could have a material adverse effect on our financial condition and results of operations, regardless of the final outcome of such litigation. Despite our efforts to safeguard and maintain our proprietary rights, we may not be successful in doing so, and our competitors may independently develop or patent technologies equivalent or superior to our technologies. We believe that third parties may infringe upon our intellectual property now and in the future.

We may be unable to determine when third parties are using our intellectual property rights without our authorization. The undetected or unremedied use of our intellectual property rights or the legitimate development or acquisition of intellectual property similar to ours by third parties could reduce or eliminate any competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations. If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of our resources and our management’s attention, and we may not prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property rights could have an adverse effect on our business, financial condition and results of operations.

Third parties may claim that our products or services infringe their intellectual property rights.

Other parties may have patents or pending patent applications relating to integrated wireless technology that may later mature into patents. Such parties may bring suit against us for patent infringement or other violations of intellectual property rights. The development and operation of our system may also infringe or otherwise violate as-yet unidentified intellectual property rights of others. If our products or services are found to infringe or otherwise violate the intellectual property rights of others, we may need to obtain licenses from those parties or substantially re-engineer our products or processes in order to avoid infringement. We may not be able to obtain the necessary licenses on commercially reasonable terms, if at all, or be able to re-engineer our products successfully. Moreover, if we are found by a court of law to infringe or otherwise violate the intellectual property rights of others, we could be required to pay substantial damages or be enjoined from making, using, or selling the infringing products or technology. We also could be enjoined from making, using, or selling the allegedly infringing products or technology, pending the final outcome of the suit. Our financial condition could be adversely affected if we are required to pay damages or are enjoined from using critical technology.

We are not cash flow positive and we will need additional liquidity to fund our operations and fully fund all of the necessary TerreStar capital expenditures.

We do not generate sufficient cash from operations to cover our operating expenses, and it is unclear when, or if, we will be able to do so. We will require substantial additional funds to meet capital expenditures and other non-operating cash expenses, including but not limited to capital expenditures required to complete and launch TerreStar’s satellite currently under construction, as well as its ground components. There can be no assurance that we will be able to acquire sufficient funds in the amounts or at the time that funding is required or that we will be able to obtain outside financing on acceptable terms, or at all. If we are not successful in raising additional financing, we may have to curtail or delay certain initiatives until such financing is secured.

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We will continue to incur significant losses.

If we do not become profitable, we could have difficulty obtaining funds to continue our operations. We have incurred net losses every year since we began operations. These losses are due to the costs of developing and building our network and the costs of developing, selling and providing products and services. Although we have significantly reduced our losses, we will continue to have losses in the future.

The value of our intangible assets in our financial statements is based on assumptions and estimates, which may not be correct.

The valuation of our intangible assets in our financial statements is based on various assumptions and other considerations, including the assumptions and estimates related to future periods that we used to determined these values. Although we have attempted to be as accurate as possible in making and applying the assumptions and estimates used in the valuation of our intangible assets, including but not limited to those outlined herein, we can provide no assurances that these assumptions and estimates for future periods will ultimately be proven correct. Our actual operating results for future periods may be materially different than our assumptions and estimates for future periods, which may cause the actual value of these assets to be materially different than our estimates. We will test these assets in the future for impairment, which may result in a decrease in the book value of these assets.

We do not expect to pay any cash dividends on our common stock for the foreseeable future.

We have never paid cash dividends on our common stock and do not anticipated that any cash dividends will be paid on the common stock for the foreseeable future. The payment of any cash dividend by us will be at the discretion of our board of directors and will depend on, among other things, our earnings, capital requirements and financial condition. In addition, pursuant to the terms of our Series A and Series B Preferred Stock, no dividends may be declared or paid, and no funds shall be set apart for payment, on shares of Motient common stock, unless (i) written notice of such dividend is given to each holder of shares of Series A and Series B Preferred not less than 15 days prior to the record date for such dividend and (ii) a registration statement registering the resale of shares of common stock issuable to the holders of the Series A and Series B Preferred has been filed with the SEC and is effective on the date Motient declares such dividend. Also, under Delaware law, a corporation cannot declare or pay dividends on its capital stock unless it has an available surplus. The terms of any future indebtedness of our subsidiaries also may generally restrict the ability of some of our subsidiaries to distribute earnings or make other payments to us.

We may have to take actions which are disruptive to our business to avoid registration under the Investment Company Act of 1940.

We may have to take actions which are disruptive to our business if we are deemed to be an investment company under the Investment Company Act of 1940. Our equity investments, in particular our ownership interests in MSV, may constitute investment securities under the Investment Company Act. A company may be deemed to be an investment company if it owns investment securities with a value exceeding 40% of its total assets, excluding cash items and government securities and subject to certain other exclusions. Investment companies are required to register under and comply with the Investment Company Act unless an exclusion or SEC safe harbor applies. If we were to be deemed an investment company, we would become subject to the requirements of the Investment Company Act. As a consequence, we would be prohibited from engaging in business as we have in the past and might be subject to civil and criminal penalties for noncompliance. In addition, certain of our contracts might be voidable, and a court-appointed receiver could take control of us and liquidate our business.

Ongoing litigation could negatively impact our value and our ability to successfully implement our business plan

Certain stockholders affiliated with one of our former directors, James D. Dondero, have initiated multiple lawsuits against Motient. Collectively, these lawsuits (i) seek damages related to the issuance of our Series A Preferred stock, including rescission, and (ii) seek to enjoin our proposed transaction to consolidate the ownership of MSV and TerreStar. If Mr. Dondero is successful in his claims, these suits could materially negatively impact the value of Motient, including but not limited to requiring Motient to rescind the outstanding Series A Preferred Stock. Although we believe these suits to be without merit, we can provide no assurances that we will ultimately prevail in these matters.

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Our failure to achieve and maintain effective internal control over financial reporting in accordance with the rules of the Securities and Exchange Commission promulgated under Section 404 of the Sarbanes-Oxley Act could harm our business and operating results and/or result in a loss of investor confidence in our financial reports, which could in turn have a material adverse effect on our business and stock price.

In the course of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005, which assessment was conducted over the course of 2005 and the first quarter of 2006 in connection with the preparation of 2005 audited financial statements and our Annual Report on Form 10-K, we identified one material weaknesses in our internal control over financial reporting. This material weakness in our internal control over financial reporting, as described in our Annual Report on Form 10-K, as well as any other weaknesses or deficiencies that may exist or hereafter arise or be identified, could harm our business and operating results, and could result in adverse publicity and a loss in investor confidence in the accuracy and completeness of our financial reports, which in turn could have a material adverse effect on our stock price, and, if such weaknesses are not properly remediated, could adversely affect our ability to report our financial results on a timely and accurate basis.

Although we believe that we have taken steps to remediate this material weaknesses, we cannot assure you that this remediation will be successful or that additional deficiencies or weaknesses in our controls and procedures will not be identified. In addition, we cannot assure you that our independent registered public accounting firm will agree with our assessment that our material weakness has been remediated.

Failure to complete the TerreStar and MSV ownership consolidation transactions could negatively impact our stock price and future business and financial results.

The closing of the TerreStar and MSV ownership consolidation transactions is subject to numerous conditions, many of which are not within the control of Motient or the other parties to the transactions, such as:

• the continued accuracy of the representations and warranties of the parties;

• the performance by the parties of their obligations under the agreements;

• receipt of all necessary FCC approvals;

• expiration or early termination of applicable waiting periods under anti-trust laws; and

• the effectiveness of various registration statements required by the agreements.

Although Motient and the other parties to the transactions have agreed to use their commercially reasonable efforts to obtain all necessary regulatory approvals and satisfy all other closing conditions, there is no assurance that the parties will receive the necessary regulatory approvals or satisfy the other conditions to the completion of the transactions.

Our intended dividend to the holders of our common stock of the shares of SkyTerra common stock that we will receive upon closing of the MSV ownership consolidation transaction could be delayed, and the value of those shares could decrease between the time of the closing and the time we are able to pay that dividend.

Upon the closing of the MSV ownership consolidation transactions, we intend to distribute 25.5 million of the shares of common stock of SkyTerra we receive in these transactions as a dividend to the holders of our common stock. This dividend will require registration of such common stock with the SEC, which is a condition to the closing of the MSV ownership consolidation transaction. However, the registration statement regarding this dividend could cease to be effective or otherwise be available for payment of the proposed dividend for various reasons beyond our control, such as the occurrence of material developments that require the registration statement to be updated or amended. In addition, the terms of our outstanding Series A Preferred Stock prohibit the payment of dividends on our common stock unless the resale of the shares of common stock into which this preferred stock is convertible is registered under an effective registration statement. As a result of a dispute with the holder of this preferred stock regarding its validity, we are currently unable to effect the

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registration of the resale of the shares of common stock underlying this preferred stock. We are working to resolve this dispute so that we can either register the resale of the underlying shares of common stock or determine that the preferred stock is not valid, in which case the restriction on the payment of dividends will be of no effect. Until this dispute is resolved, we will not be able to declare or pay the proposed dividend of the shares of SkyTerra common stock. The value of these shares of SkyTerra common stock could decrease between the time of the closing of the MSV ownership consolidation transaction and the date on which we are ultimately able to pay such dividend to our common stockholders, in which case the value of the dividend received by our common stockholders would be less than what they could have received had we been able to pay the dividend sooner.

Regulatory Risks

TerreStar could lose its FCC and Industry Canada authorizations and be subject to fines or other penalties.

TerreStar must meet significant construction and implementation milestones and comply with complex and changing FCC and Industry Canada rules and regulations to maintain the authorizations to use the assigned spectrum and orbital slot. The milestones include a successful satellite launch by November 2007 and certification that the system is operational by November 2008. Once the system is operational, we will be required to maintain satellite coverage of all 50 states, Puerto Rico, the United States Virgin Islands and all regions of Canada that are within the coverage contour described in our Industry Canada authorization, and provide an integrated service offering in these locations. We may not meet these milestones, satisfy these service requirements or comply with other applicable rules and regulations. Non-compliance by us with these or other conditions, including other FCC or Industry Canada gating or ongoing service criteria, could result in fines, additional conditions, revocation of the authorizations, or other adverse FCC or Industry Canada actions. The loss of this spectrum authorization could prevent us from implementing our business plan and have a material adverse effect on our financial condition.

We have not yet applied for, and may not receive, certain regulatory approvals that are necessary to our business plan.

We may be required to obtain additional approvals from national and local authorities in connection with the services that we wish to provide in the future. For example, we must apply for ATC licenses in the United States and Canada separately from any satellite authorizations we may already have. We cannot be granted an ATC license until we can show that we will comply in the near future with the FCC’s and Industry Canada’s ATC gating criteria, which we may not be able to satisfy. In addition, the manufacturers of our ATC user terminals and base stations will need to obtain FCC equipment certifications, and similar certifications in Canada. In addition, our future customers or partners, or our business strategy, may require us to launch additional satellites, including TerreStar-2, in order to increase redundancy and decrease the risk of having only one satellite in orbit. In order to do so, we must obtain regulatory approval for one or more additional orbital slots, or permission from Industry Canada to launch additional satellites into our orbital slot for TerreStar-1, as well as a waiver of the FCC requirement that our spare satellite remain on the ground.

Industry Canada and the FCC may refuse to grant these and other necessary regulatory approvals in the future, or they may impose conditions on these approvals that we are unable to satisfy. Failure to obtain any necessary regulatory approvals could impair our ability to execute our business plan, and could materially adversely affect our financial condition.

The FCC and Industry Canada may not permit TMI Communications to assign its authorizations to TerreStar, and the FCC many not permit the letter of intent authorization to be modified.

In December 2002, we and TMI Communications jointly applied to the FCC for authority to assign TMI Communications’ 2 GHz MSS authorization to us. Certain wireless carriers have opposed this assignment application, which will need to be amended to reflect certain changes in our ownership and the eventual assignment of the Canadian MSS authorization to us. The amendments may provide a new opportunity for parties to object to the proposed assignment. In addition, we and TMI Communications have agreed to the transfer of TerreStar-1 and the assignment of TMI Communications’ Industry Canada authorization to TerreStar Canada, which transactions are subject to the prior approval of Industry Canada. If the FCC or Industry Canada denies requests to complete these transactions, we will not be able to serve the U.S. or Canadian market as the

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licensee of the 2 GHz MSS satellite. We also have to apply to modify our FCC letter of intent authorization to reflect the actual technical details of our satellite. Third parties will have an opportunity to oppose the modification application.

The Industry Canada authorization to construct and operate a satellite in a Canadian orbital slot is held, and upon completion of construction, launch and in-orbit testing our satellite will be owned, by a Canadian entity over which we do not exercise control.

The Industry Canada authorization to construct and operate a 2 GHz MSS satellite in a Canadian orbital position is currently held by TMI Communications, and will be assigned to TerreStar Canada, both of which are entities that we do not and will not control. Upon completion of this assignment, which is pending Industry Canada approval, and upon completion of construction, launch and in-orbit testing, TerreStar-1 will be transferred to TerreStar Canada. Under the Radiocommunication Act (Canada) and the Telecommunications Act (Canada), and the regulations promulgated thereunder, we may only own a 20% voting equity interest in TerreStar Canada, along with a 33% voting equity interest in TerreStar Canada Holdings, which will be TerreStar Canada’s parent and 80% voting equity owner. The rules and regulations further provide that the business and operations of TerreStar Canada cannot otherwise be controlled by non-Canadians. TMI Communications, a Canadian-owned and controlled third party, will own a 66% voting interest in TerreStar Canada Holdings. Although we will have certain contractual rights with respect to the business and operations of, and certain negative protections as a minority shareholder in, both TerreStar Canada and TerreStar Canada Holdings, TMI Communications will control the boards of directors of TerreStar Canada and TerreStar Canada Holdings and, with certain exceptions, we have no ability to control the business or operations of TerreStar Canada, which will hold the Industry Canada authorization and will own TerreStar-1.

FCC and Industry Canada decisions affecting the amount of 2 GHz MSS band spectrum assigned to us are subject to reconsideration and review.

In December 2005, the FCC provided TMI Communications a reservation of 10 MHz of uplink spectrum and 10 MHz of downlink spectrum in the 2 GHz MSS band, and TMI Communications has a contractual obligation to assign that authorization to us. Two parties who have challenged the December 2005 ruling, and one party has also challenged a separate decision by the FCC to cancel its former 2 GHz MSS authorization. If these challenges succeed, the amount of 2 GHz MSS spectrum that is available to us may be reduced to a level that is insufficient for us to implement our business plan. Furthermore, in Canada, our spectrum could be reduced from 20 MHz to 13.3 MHz if Industry Canada determines that this is necessary in order to license another MSS operator in Canada. Any reduction in the spectrum we are authorized to use could impair our business plan and materially adversely affect our financial condition.

Our use of the 2 GHz MSS band is subject to successful relocation of existing users.

In the United States and Canada, our operations at the 2 GHz MSS band are subject to successful relocation of existing Broadcast Auxiliary Services, or BAS, licensees and other terrestrial licensees in the band. In the United States, Nextel Communications Inc., or Nextel, is obligated to relocate existing BAS users in our uplink spectrum and 2 GHz MSS licensees must relocate FMS users in the 2 GHz MSS downlink band. To the extent that Nextel complies with its BAS band clearing obligations, 2 GHz MSS licensees commencing operations thereafter would not have to clear the band themselves, but might be required to reimburse Nextel for a portion of its band clearing costs. Due to the complex nature of the overall 2 GHz MSS band relocation and the need to work closely with Nextel on band clearing, we may not make sufficient progress in the relocation effort or meet FCC requirements for relocating existing users and the start of our MSS operations may be delayed. Nextel has petitioned the FCC for permission to delay clearing the 2 GHz MSS band. If Nextel’s petition were approved or their activities otherwise delayed, our ability to implement our business plan and our financial condition and to satisfy FCC milestones could be jeopardized. Costs associated with spectrum clearing could be substantial. In Canada, existing users in the band must be given a minimum of two years notice to relocate.

Our service may cause or be subject to interference.

We will be required to provide our ATC service without causing harmful interference. In addition, we must accept some interference from certain other spectrum users. For example, the FCC may adopt rules for an adjacent band that do not adequately protect us against interference. In September 2004, the FCC issued an

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order allowing PCS operation in the 1995-2000 MHz band, which may be adjacent to the 2 GHz MSS band frequencies ultimately assigned to us. If the rules that the FCC adopts for the 1995-2000 MHz band do not adequately protect us against adjacent band interference, our reputation and our ability to compete effectively could be adversely affected. Requirements that we limit the interference we cause, or that we accept certain levels of interference, may hinder satellite operations within our system and may, in certain cases, subject our users to a degradation in service quality, which may adversely affect our reputation and financial condition.

ATC spectrum access is limited by technological factors.

We will operate with the authority to use a finite quantity of radio spectrum. Spectrum used for communication between the satellite and the ground will not be available for use in the ATC component of our network. In addition, communications with the satellite may interfere with portions of the spectrum that would otherwise be available for ATC use, further diminishing the availability of spectrum for the ATC component to an extent that cannot be quantified at this time.

Technical challenges or regulatory requirements may limit the attractiveness of our spectrum for providing mobile services.

We believe our 2 GHz MSS band spectrum with ATC capability must be at least functionally equivalent to PCS/cellular spectrum to be attractive to potential partners. The FCC and Industry Canada require us to make satellite service available throughout the United States and Canada. This requirement may limit the availability of some of our spectrum for terrestrial service in some markets at some times. If we are not able to develop technology that allows our partners to use our spectrum in a manner comparable to PCS/cellular operators, we may not be successful in entering into partnership arrangements.

Our ability to offer a fixed or fixed satellite service may be limited by the policies of the FCC.

2 GHz MSS frequencies are allocated for the purpose of providing mobile services. It is unclear whether the FCC would permit us, absent a waiver, to provide fixed or fixed satellite services on an “incidental or ancillary” basis. If we determine that we need to provide incidental or ancillary fixed or fixed satellite services to remain competitive and we are unable to obtain a waiver, our financial condition could be adversely affected.

We may face unforeseen future regulations that we find difficult, costly or impossible to comply with.

The provision of communications services is highly regulated. As a provider of communications services in the United States and Canada, we will be subject to the laws and regulations of both the United States and Canada. Violations of laws or regulations of these countries may result in various sanctions including fines, loss of authorizations and the denial of applications for new authorizations or for the renewal of existing authorizations.

From time to time, governmental entities may impose new or modified conditions on our authorizations, which could adversely affect our ability to generate revenue and implement our business plan. For example, from time to time, the United States federal government has considered imposing substantial new fees on the use of frequencies such as the ones we plan to use to provide our service. In the United States and Canada, the FCC and Industry Canada already collect fees from space and terrestrial spectrum licensees. We are currently required to pay certain fees, and it is possible that we may be subject to increased fees in the future.

Export control and embargo laws may preclude us from obtaining necessary satellites, parts or data or providing certain services in the future.

We must comply with United States export control laws in connection with any information, products, or materials that we provide to non-U.S. persons relating to satellites, associated equipment and data and with the provision of related services. These requirements may make it necessary for us to obtain export or re-export authorizations from the United States government in connection with any dealings we have with TMI Communications, TerreStar Canada, TerreStar Canada Holdings, and non-U.S. satellite manufacturing firms, launch services providers, insurers, customers, and employees. We may not be able to obtain and maintain the necessary authorizations, which could adversely affect our ability to:

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• consummate the transactions that are currently contemplated involving TMI Communications, TerreStar Canada and TerreStar Canada Holdings;

• procure new United States-manufactured satellites;

• control any existing satellites;

• acquire launch services;

• obtain insurance and pursue our rights under insurance policies; or

• conduct our satellite-related operations.

In addition, if we do not properly manage our internal compliance processes and violate United States export laws, the terms of an export authorization or embargo laws, the violation could make it more difficult, or even impossible, to maintain or obtain licenses and could result in civil or criminal penalties.

Our contractual relationships with potential strategic partners will be subject to government regulations.

We must ensure that our strategic partners comply with the FCC’s and Industry Canada’s ATC rules. This may require us to seek agreements with potential partners that provide for a degree of control by us in the operation of their business that they may be unwilling or unable to grant us.

In addition, the Communications Act and the FCC’s rules require us to maintain legal as well as actual control over the spectrum for which we are licensed. Our ability to enter into partnering arrangements may be limited by the requirement that we maintain defacto control of the spectrum for which we are licensed. If we are found to have relinquished control without approval from the FCC, we may be subject to fines, forfeitures, or revocation of our licenses.

Similarly, the Radiocommunication Act (Canada), the Telecommunications Act (Canada) and Industry Canada’s rules require that Canadians maintain legal as well as actual control over TerreStar Canada and certain of its licensed facilities. Our ability to enter into partnering arrangements may be limited by the requirement that Canadians maintain defacto control over TerreStar Canada and these licensed facilities in Canada. If TerreStar Canada is found to have relinquished control to non-Canadians, TerreStar Canada may be subject to fines, forfeitures, or revocation of its licenses, and may not lawfully continue to carry on its business in Canada.

FCC and Industry Canada regulations and approval processes could delay or impede a transfer of control of us.

Any investment that could result in a transfer of control of TerreStar would be subject to prior FCC approval and in some cases could involve a lengthy FCC review period prior to its consummation. The prior approval of Industry Canada is also required before any material change in the ownership or control of TerreStar Canada can take effect. We may not be able to obtain any such FCC or Industry Canada approvals on a timely basis, if at all, and the FCC or Industry Canada may impose new or additional license conditions as part of any review of such a request. If we are unable to implement our business plan and generate revenue to meet our financial commitments these regulations could impede or prevent a transfer of control or sale of our company to a third party with greater financial resources.

Rules relating to Canadian ownership and control of TerreStar Canada are subject to interpretation and change.

TerreStar Canada will be subject to foreign ownership restrictions imposed by the Telecommunications Act (Canada) and the Radiocommunication Act (Canada) and regulations made pursuant to the these acts. Future determinations by Industry Canada or the Canadian Radio-television and Telecommunications Commission, or events beyond our control, may result in TerreStar Canada ceasing to comply with the relevant legislation. If such a development were to occur, the ability of TerreStar Canada to operate as a Canadian carrier under the Telecommunications Act (Canada) or to maintain, renew or secure its Industry Canada authorizations could be jeopardized and our business could be materially adversely affected.

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USE OF PROCEEDS

The selling stockholders will receive all of the net proceeds from the sale of the common stock offered by this prospectus. Accordingly, we will not receive any proceeds from the sale of the common stock.

DETERMINATION OF OFFERING PRICE

The selling stockholders will determine at what price they may sell the offered shares, and such sales may be made at prevailing market prices, or at privately negotiated prices.

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SELLING STOCKHOLDERS

The following table and accompanying notes set forth certain information regarding the selling stockholders as of August 1, 2006 unless otherwise indicated. Under this prospectus, the selling stockholders and any of their respective transferees, assignees, donees, distributees, pledgees or other successors in interest may offer and sell from time to time an aggregate of 4,119,386 shares of common stock. In this prospectus, we refer to these holders collectively as the selling stockholders. The shares are being registered to permit public sales of the shares, and the selling stockholders may offer the shares for resale from time to time. See “Plan of Distribution.” The selling stockholders may offer all, some or none of the common stock listed below.

The table below sets forth the names of the selling stockholders and the number of shares owned, directly and beneficially, by such stockholders as of August 1, 2006 unless otherwise indicated. The number of shares of common stock outstanding on August 1, 2006 unless otherwise indicated was 63,215,692. Except as otherwise indicated, each person listed in the table has informed Motient that such person has (1) voting and investment power with respect to such person’s shares of common stock and (2) record and beneficial ownership with respect to such person’s shares of common stock.

The shares offered pursuant to this prospectus are shares that the selling stockholders will receive upon the closing of the exchange of their TerreStar Networks Inc. and TerreStar Networks Bermuda Ltd. common stock for shares of Motient Corporation common stock. All selling stockholders and Motient Corporation are contractually committed to complete such exchange, and there are no remaining closing conditions that are in the control of the selling stockholders.

If all of the shares are sold pursuant to this prospectus, then the selling stockholders will sell 4,119,386 shares of our common stock, or 6.5% of Motient’s common stock outstanding as of August 1, 2006.

	Shares Beneficially Owned Prior To Offering (1)			Shares Beneficially Owned After The Offering (2)
Name Of Beneficial Owner	Number	Percentage	Shares Offered (3)	Number	Percentage
Fabian E. Souza	10,835	*	10,835	0	*
TSTR Investors, LLC (4)	1,187,210 (4)	1.9%	1,187,210	0	*
Rajendra Singh (4)	68,099 (4)	*	68,099	0	*
Columbia Capital Equity Partners III (QP), L.P. (5)	1,874,058 (6)	3.0%	1,263,932	610,126 (6)	1.0%
Columbia Capital Equity Partners III (AI), L.P. (5)	103,527 (7)	*	69,821	33,706 (7)	*
Columbia Capital Equity Partners III (Cayman), L.P. (5)	1,029,143 (8)	1.6%	694,091	335,052 (8)	*
Columbia Capital Investors III, LLC (5)	462,403 (9)	*	311,861	150,542 (9)	*
Columbia Capital Employee Investors III, LLC (5)	6,457 (10)	*	4,354	2,103 (10)	*
Spectrum Equity Investors IV, L.P.	399,653 (11)	*	359,640	40,013 (11)	*
Spectrum IV Investment Managers Fund, L.P.	4,760 (12)	*	4,283	477 (12)	*
Spectrum Equity Investors Parallel IV, L.P.	2,359 (13)	*	2,122	237 (13)	*

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Dean Ventures VII, LLC	7,440	*	7,440	0	*
Denise M. Guthrie	2,601	*	2,601	0	*
Marc Rowan	68,099	*	68,099	0	*
WBS, LLC	32,499	*	32,499	0	*
Tudor Proprietary Trading, L.L.C. (14)	399,557 (15)	*	2,691	396,866 (15)	*
The Tudor BVI Global Portfolio Ltd. (16)	746,636 (17)	1.2%	5,012	741,624 (17)	1.2%
The Altar Rock Fund L.P. (18)	36,490 (19)	*	221	36,269 (19)	*
The Raptor Global Portfolio Ltd. (20)	3,403,793 (21)	5.4%	24,575	3,379,218 (21)	5.3%

______________

* Less than 1% of the outstanding shares.

(1) Pursuant to Rule 13d-3 of the Exchange Act, a person is deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days, including the right to acquire through the exercise of an option or warrant or through the conversion of a security, and the shares that the selling stockholders will receive upon the closing of the exchange of their TerreStar Networks Inc. and TerreStar Networks Bermuda Ltd. common stock for shares of Motient Corporation common stock. All selling stockholders and Motient Corporation are contractually committed to complete such exchange, and Motient anticipates that the closing will occur within 60 days.

(2) Assumes that the common stock issuable upon the exercise of the warrants issued in the November 12, 2004, February 9, 2005 and April 15, 2005 private placements are not outstanding, and assumes that the shares of common stock underlying the Series A and Series B preferred stock are not outstanding.

(3) The share amount listed in this column assume that the selling stockholders will receive shares of Motient common stock upon the closing of the exchange of their TerreStar Networks Inc. and TerreStar Networks Bermuda Ltd. common stock for shares of Motient Corporation common stock. All selling stockholders and Motient Corporation are contractually committed to complete such exchange.

(4) Because Rajendra Singh is the controlling interest holder of TSTR Investors, LLC, he may be deemed to be the beneficial owner of shares beneficially owner by TSTR Investors, LLC. Mr. Singh disclaims such beneficial ownership.

(5) The general partner of Columbia Capital Equity Partners III (QP), L.P. and Columbia Capital Equity Partners III (AI), L.P. is Columbia Capital Equity Partners III, L.P. (“Columbia III”). The general partner of Columbia Capital Equity Partners III (Cayman), L.P. is Columbia Capital Equity Partners (Cayman) III, Ltd. Columbia III is the sole stockholder of Columbia Capital Equity Partners (Cayman) III, Ltd. Columbia III is also the managing member of Columbia Capital Investors III, LLC and Columbia Capital Employee Investors III, LLC. The general partner of Columbia III is Columbia Capital III, LLC. James B. Fleming, Jr., Harry F. Hopper III and R. Philip Herget, III control Columbia Capital III, LLC. As a result, Messrs. Fleming, Hopper and Herget exercise voting and investment control over all of the shares offered by Columbia Capital Equity Partners III (QP), L.P., Columbia Capital Equity Partners III (AI), L.P., Columbia Capital Equity Partners III (Cayman), L.P., Columbia Capital Investors III, LLC and Columbia Capital Employee Investors III, LLC, and may be deemed to have beneficial ownership over those shares. Messrs. Fleming, Hopper and Herget disclaim beneficial ownership of all of these shares, to the extent allowable by law.

(6) Includes 32,842 shares of common stock underlying a vested warrant. 

(7) Includes 1,815 shares of common stock underlying a vested warrant.

(8) Includes 18,035 shares of common stock underlying a vested warrant.

(9) Includes 8,104 shares of common stock underlying ag vested warrant. 

(10) Includes 114 shares of common stock underlying a vested warrant. 

(11) Includes 40,013 shares of common stock underlying a vested warrant. 

(12) Includes 477 shares of common stock underlying a vested warrant. 

(13) Includes 237 shares of common stock underlying a vested warrant. 

(14) Paul Tudor Jones II is the indirect controlling equity holder of Tudor Proprietary Trading, L.L.C. and,

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	as a result, may be deemed to be the beneficial owner of shares beneficially owned by Tudor Proprietary Trading, L.L.C. Mr. Jones disclaims such beneficial ownership.
(15)	Includes 14,898 shares of common stock issuable upon exercise of a warrant.

(16) Tudor Investment Corporation is the investment advisor of The Tudor BVI Global Portfolio Ltd. Because Paul Tudor Jones II is the controlling shareholder of Tudor Investment Corporation, he may be deemed to be the beneficial owner of shares beneficially owned by The Tudor BVI Global Portfolio Ltd. Mr. Jones disclaims such beneficial ownership.

(17) Includes 27,898 shares of common stock issuable upon exercise of a warrant.

(18) Tudor Investment Corporation is the general partner and investment advisor of The Altar Rock Fund L.P. Because Paul Tudor Jones II is the controlling shareholder of Tudor Investment Corporation, he may be deemed to be the beneficial owner of shares beneficially owned by The Altar Rock Fund L.P. Mr. Jones disclaims such beneficial ownership.

(19) Includes 1,294 shares of common stock issuable upon exercise of a warrant.

(20) Tudor Investment Corporation is the investment advisor of The Raptor Global Portfolio Ltd. Because Paul Tudor Jones II is the controlling shareholder of Tudor Investment Corporation, he may be deemed to be the beneficial owner of shares beneficially owned by The Raptor Global Portfolio Ltd. Mr. Jones disclaims such beneficial ownership.

(21) Includes 130,943 shares of common stock issuable upon exercise of a warrant.

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PLAN OF DISTRIBUTION

Motient has registered the shares offered by this prospectus on behalf of the selling stockholders, and will not receive any proceeds from the sale of the shares by the selling stockholders, although we will receive proceeds from the exercise of some of our various outstanding warrants to the extent they are exercised by the selling stockholders. These shares may be sold or distributed from time to time by the selling stockholders and any of their respective transferees, assignees, donees, distributees, pledgees or other successors in interest, all of whom we collectively refer to in this prospectus as “selling stockholders.” The selling stockholders may sell their shares at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices or in competitively bid transactions, which may be changed. Each selling stockholder reserves the right to accept or reject, in whole or in part, any proposed purchase of shares, whether the purchase is to be made directly or through agents.

The selling stockholders may offer their shares at various times in one or more of the following transactions:

• in ordinary brokers’ transactions and transactions in which the broker solicits purchasers;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus;

• in transactions involving cross or block trades;

• in transactions “at the market” to or through market makers in the common stock or into an existing market for the common stock;

• in other ways not involving market makers or established trading markets, including direct sales of the shares to purchasers or sales of the shares effected through agents;

• through transactions in options, swaps or other derivatives which may or may not be listed on an exchange;

• in privately negotiated transactions;

• in transactions to cover short sales;

• in underwritten transactions; or

• in a combination of any of the foregoing transactions.

The selling stockholders also may sell all or a portion of their shares in open market transactions in accordance with Rule 144 under the Securities Act provided that they meet the criteria and conform to the requirements of that rule.

From time to time, one or more of the selling stockholders may pledge or grant a security interest in some or all of the shares owned by them. If the selling stockholders default in performance of their secured obligations, the pledgees or secured parties may offer and sell the shares from time to time by this prospectus. The selling stockholders also may transfer and donate shares in other circumstances. The number of shares beneficially owned by selling stockholders will decrease as and when the selling stockholders transfer or donate their shares or default in performing obligations secured by their shares. The plan of distribution for the shares offered and sold under this prospectus will otherwise remain unchanged, except that the transferees, donees, pledgees, other secured parties or other successors in interest will be selling stockholders for purposes of this prospectus.

A selling stockholder may sell short the common stock. The selling stockholder may deliver this prospectus in connection with such short sales and use the shares offered by this prospectus to cover such short sales.

A selling stockholder may enter into hedging transactions with broker-dealers. The broker-dealers may engage in short sales of the common stock in the course of hedging the positions they assume with the selling stockholder, including positions assumed in connection with distributions of the shares by such broker-dealers.

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A selling stockholder also may enter into option or other transactions with broker-dealers that involve the delivery of shares to the broker-dealers, who may then resell or otherwise transfer such shares. In addition, a selling stockholder may loan or pledge shares to a broker-dealer, which may sell the loaned shares or, upon a default by the selling stockholder of the secured obligation, may sell or otherwise transfer the pledged shares.

The selling stockholders may use brokers, dealers, underwriters or agents to sell their shares. The persons acting as agents may receive compensation in the form of commissions, discounts or concessions. This compensation may be paid by the selling stockholders or the purchasers of the shares of whom such persons may act as agent, or to whom they may sell as principal, or both. The compensation as to a particular person may be less than or in excess of customary commissions. The selling stockholders and any agents or broker-dealers that participate with the selling stockholders in the offer and sale of the shares may be deemed to be “underwriters” within the meaning of the Securities Act. Any commissions they receive and any profit they realize on the resale of the shares by them may be deemed to be underwriting discounts and commissions under the Securities Act. Neither we nor any selling stockholders can presently estimate the amount of such compensation.

Motient has advised the selling stockholders that during such time as they may be engaged in a distribution of the shares, they are required to comply with Regulation M under the Securities Exchange Act. With some exceptions, Regulation M prohibits any selling stockholder, any affiliated purchasers and other persons who participate in such a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete.

Under Motient’s registration rights agreement with certain of the selling stockholders, Motient is required to bear the expenses relating to this offering, excluding any underwriting discounts and fees, brokerage and sales commissions, and stock transfer taxes relating to the sale or disposition of the shares.

Motient has agreed to indemnify certain of the selling stockholders and their respective controlling persons against some liabilities, including some liabilities under the Securities Act.

It is possible that a significant number of shares could be sold at the same time. Such sales, or the perception that such sales could occur, may adversely affect prevailing market prices for the common stock.

This offering by any selling stockholder will terminate on the date on which the selling stockholder has sold all of such selling stockholder’s shares.

LEGAL MATTERS

The validity of the common stock will be passed upon for us by Andrews Kurth LLP, Houston, Texas.

EXPERTS

The consolidated financial statements and schedules of Motient Corporation and subsidiaries as of December 31, 2004 and 2005, and for each of the three years in the period ended December 31, 2005, included in this prospectus, have been audited by Ehrenkrantz Sterling & Co., LLC, with respect to 2002 and Friedman LLP, successor-in-interest to Ehrenkrantz Sterling & Co., LLC, with respect to 2003 and 2004, an independent registered public accounting firm, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements and schedules referred to above have been included in this prospectus in reliance upon the authority of those firms as experts in giving said reports.

The consolidated financial statements and schedules of TerreStar Networks Inc. December 31, 2003 and 2004, and for each of the three years in the period ended December 31, 2004, included in this prospectus, have been audited by Friedman LLP, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements and schedules referred to above have been included in this prospectus in reliance upon the authority of those firms as experts in giving said reports.

The consolidated financial statements of Mobile Satellite Ventures LP appearing in Motient Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2005 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference.

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Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

INCORPORATION OF INFORMATION FILED WITH THE SEC

The SEC allows us to “incorporate by reference” information filed with the SEC. This means that we can disclose important information to you, without actually including the specific information in this prospectus, by referring you to those documents. The following documents which we have previously filed with the SEC pursuant to the Exchange Act are incorporated into this prospectus by reference; provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K:

• our Annual Report on Form 10-K for the year ended December 31, 2005 (filed March 30, 2006), as amended by our Annual Report on Form 10-K/A (filed April 28, 2006);

• our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (filed May 15, 2006); and

• our Current Reports on Form 8-K and Form 8-K/A filed with the SEC on May 11, 2006 as amended July 14, 2006, May 25, 2006, June 1, 2006, June 2, 2006, June 22, 2006 as amended July 14, 2006, June 26, 2006 and July 12, 2006.

All documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before all of the common stock offered by this prospectus is sold are incorporated by reference in this prospectus from the date of filing of the documents. Information that we file with the SEC will automatically update and may replace information in this prospectus and information previously filed with the SEC.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the SEC to register the shares as required by the federal securities laws. This prospectus, which constitutes a part of that registration statement on Form S-3, omits certain information concerning us and our common stock contained in the registration statement. Furthermore, statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement. Accordingly, you should reference the registration statement and its exhibits for further information with respect to us and the shares offered under this prospectus.

We also file annual, quarterly and special reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended. Our Exchange Act file number for our SEC filings is 0-23044. You may read and copy any document we file with the SEC at the following SEC public reference room:

Public Reference Room

100 F St. N.E.

Washington, D.C. 20549

You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet web site that contains reports, proxy statements and other information regarding issuers, including Motient, who file electronically with the SEC. The address of that site is http://www.sec.gov.

You should rely only on the information or representations provided in this prospectus and the registration statement. We have not authorized anyone to provide you with different information. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses to be paid in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, are as follows:

SEC Registration Fee	$5,488
Printing and engraving expenses	1,000
Accounting fees and expenses	20,000
Legal fees and expenses	1,000
Miscellaneous	2,000
Total	$29,488

Item 15. Indemnification of Directors and Officers

Motient Corporation is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of Title 8 of the Delaware Code gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145 also gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 145 further provides that, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145 also authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

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Our restated certificate of incorporation and restated bylaws provide for the indemnification of officers and directors to the fullest extent permitted by the Delaware Code.

All of our directors and officers are covered by insurance policies against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act of 1933.

Item 16. Exhibits

Exhibit No. Exhibit

3.1	-	Restated Certificate of Incorporation of the Company (as restated effective May 1, 2002) (incorporated by reference to Exhibit 3.1 of the Company’s Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
3.2	-	Amended and Restated Bylaws of the Company (as amended and restated effective May 1, 2002) (incorporated by reference to Exhibit 3.1 of the Company’s Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
3.3	-	Certificate of Designations of the Series A Cumulative Convertible Preferred Stock, as corrected by the Certificate of Correction Filed to Correct a Certain Error in the Certificate of Designations of the Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K/A dated April 15, 2005)
3.4	-	Certificate of Designations of the Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated April 15, 2005)
3.5	-	Amendment to Restated Certificate of Incorporation (incorporated by reference to Motient’s Registration Statement on Form S-1 filed on June 24, 2005).
3.6**	-	Amendment to Restated Certificate of Incorporation.
4.1	-	Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
5.1**	-	Opinion of Andrews Kurth LLP.
10.42*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Christopher Downie (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.42)
10.43*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Christopher Downie (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.43)
10.44*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Myrna Newman (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.44)
10.45*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Myrna Newman (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.45)
10.46*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Robert Macklin (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.46)
10.47*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Robert Macklin (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.47)
10.48	-	Exchange Agreement dated May 6, 2006 by and among Registrant, Motient Ventures Holding Inc. and SkyTerra Communications, Inc. (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K initially filed on May 11, 2006).
10.49	-	Form of Exchange Agreement dated May 6. 2006 by and among Registrant, MVH Holdings, Inc., SkyTerra Communications, Inc., and certain corporations affiliated with Registrant, Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.2 of the current report on Form 8-K initially filed on May 11, 2006).
10.50	-	Registration Rights Agreement dated May 6, 2006 by and among Registrant, SkyTerra Communications, Inc., each of the Blocker Corporations and each of the stockholders of the Blocker Corporation (incorporated by reference to Exhibit 99.3 of the current report on Form 8-K initially filed on May 11, 2006).

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10.51	-	Form of Exchange Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated with Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.4 of the current report on Form 8-K initially filed on May 11, 2006).
10.52	-	Registration Rights Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated with Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.5 of the current report on Form 8-K initially filed on May 11, 2006).
10.53	-	Amendment No. 2 to TerreStar Networks, Inc. Stockholders’ Agreement (incorporated by reference to Exhibit 99.6 of the current report on Form 8-K initially filed on May 11, 2006).
10.54	-	TerreStar Networks Inc. Amended and Restated Stockholders’ Agreement (incorporated by reference to Exhibit 99.7 of the current report on Form 8-K initially filed on May 11, 2006).
10.55	-	Amendment No. 1 to Amended and Restated Stockholders’ Agreement of Mobile Satellite Ventures GP Inc. (incorporated by reference to Exhibit 99.8 of the current report on Form 8-K initially filed on May 11, 2006).
10.56	-	Asset Purchase Agreement dated June 19, 2006 by and among Motient Communications Inc., Motient Holdings Inc., Motient Services Inc., and Motient License Inc., Geologic Solutions, Inc and Logo Acquisition Corporation (incorporated by reference to Exhibit 10.56 of the registration statement on Form S-3 filed on July 25, 2006 (File No. 333-136046).
10.57**	-	Form of Exchange Agreement by and among Registrant and tag-along participants to the Exchange Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated with Columbia Capital and Spectrum Equity Investors.
23.1**	-	Consent of Friedman LLP, Independent Registered Public Accounting Firm.
23.2**	-	Consent of Friedman LLP, Independent Registered Public Accounting Firm.
23.3**	-	Consent of Ernst & Young LLP, Independent Auditors.
23.1**	-	Consent of Andrews Kurth LLP (included in Exhibit 5.1).
24.1**	-	Power of Attorney (included in signature page).

* Employment agreement.
**   Filed herewith.

Item 17. Undertakings

A. The undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs A(1)(i) A(1)(ii) and A(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports

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filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.

(C) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-4

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

B.     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

D. The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lincolnshire, State of Illinois, on the 7th day of August, 2006.

MOTIENT CORPORATION

By:/s/ Christopher Downie
	Christopher Downie, Executive Vice President,
	Chief Operating Officer and Treasurer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints, Christopher Downie and Myrna Newman, and each or any of them, his or her true and lawful attorney-in-fact and agent, each with the power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant in the capacities set forth below on 7^th day of August 2006.

Name	Title
/s/ Christopher Downie	Executive Vice President, Chief Operating Officer
Christopher Downie	and Treasurer (Principal Executive Officer)
/s/ Myrna J. Newman	Controller and Chief Accounting Officer
Myrna J. Newman	(Principal Financial Officer)
/s/ David Andonian	Director
David Andonian
/s/ Robert Brumley	Director
Robert Brumley
/s/ David Grain	Director
David Grain
/s/ Jacques Leduc	Director
Jacques Leduc
/s/ David Meltzer	Director
David Meltzer
/s/ Raymond L. Steele	Director
Raymond L. Steele

II-6

LIST OF EXHIBITS

3.1	-	Restated Certificate of Incorporation of the Company (as restated effective May 1, 2002) (incorporated by reference to Exhibit 3.1 of the Company’s Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
3.2	-	Amended and Restated Bylaws of the Company (as amended and restated effective May 1, 2002) (incorporated by reference to Exhibit 3.1 of the Company’s Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
3.3	-	Certificate of Designations of the Series A Cumulative Convertible Preferred Stock, as corrected by the Certificate of Correction Filed to Correct a Certain Error in the Certificate of Designations of the Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K/A dated April 15, 2005)
3.4	-	Certificate of Designations of the Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated April 15, 2005)
3.5	-	Amendment to Restated Certificate of Incorporation (incorporated by reference to Motient’s Registration Statement on Form S-1 filed on June 24, 2005).
3.6**	-	Amendment to Restated Certificate of Incorporation.
4.1	-	Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Amendment No. 2 to Registration Statement on Form 8-A, filed May 1, 2002).
5.1**	-	Opinion of Andrews Kurth LLP.
10.42*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Christopher Downie (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.42)
10.43*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Christopher Downie (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.43)
10.44*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Myrna Newman (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.44)
10.45*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Myrna Newman (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.45)
10.46*	-	Employment Agreement, dated November 21, 2005, by and between Motient Corporation and Robert Macklin (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.46)
10.47*	-	Amended and Restated Employment Agreement, dated March 8, 2006, by and between Motient Corporation and Robert Macklin (incorporated by reference to the Company’s Annual Report on Form 10-K, exhibit 10.47)
10.48	-	Exchange Agreement dated May 6, 2006 by and among Registrant, Motient Ventures Holding Inc. and SkyTerra Communications, Inc. (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K initially filed on May 11, 2006).
10.49	-	Form of Exchange Agreement dated May 6. 2006 by and among Registrant, MVH Holdings, Inc., SkyTerra Communications, Inc., and certain corporations affiliated with Registrant, Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.2 of the current report on Form 8-K initially filed on May 11, 2006).
10.50	-	Registration Rights Agreement dated May 6, 2006 by and among Registrant, SkyTerra Communications, Inc., each of the Blocker Corporations and each of the stockholders of the Blocker Corporation (incorporated by reference to Exhibit 99.3 of the current report on Form 8-K initially filed on May 11, 2006).

10.51	-	Form of Exchange Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated with Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.4 of the current report on Form 8-K initially filed on May 11, 2006).
10.52	-	Registration Rights Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated with Columbia Capital and Spectrum Equity Investors (incorporated by reference to Exhibit 99.5 of the current report on Form 8-K initially filed on May 11, 2006).
10.53	-	Amendment No. 2 to TerreStar Networks, Inc. Stockholders’ Agreement (incorporated by reference to Exhibit 99.6 of the current report on Form 8-K initially filed on May 11, 2006).

 
II-7

10.54	-	TerreStar Networks Inc. Amended and Restated Stockholders’ Agreement (incorporated by reference to Exhibit 99.7 of the current report on Form 8-K initially filed on May 11, 2006).
10.55	-	Amendment No. 1 to Amended and Restated Stockholders’ Agreement of Mobile Satellite Ventures GP Inc. (incorporated by reference to Exhibit 99.8 of the current report on Form 8-K initially filed on May 11, 2006).
10.56	-	Asset Purchase Agreement dated June 19, 2006 by and among Motient Communications Inc., Motient Holdings Inc., Motient Services Inc., and Motient License Inc., Geologic Solutions, Inc and Logo Acquisition Corporation (incorporated by reference to Exhibit 10.56 of the registration statement on Form S-3 filed on July 25, 2006 (File No. 333-136046).
10.57**	-	Form of Exchange Agreement by and among Registrant and tag-along participants to the Exchange Agreement dated May 6. 2006 by and among Registrant and certain funds affiliated with Columbia Capital and Spectrum Equity Investors.
23.1**	-	Consent of Friedman LLP, Independent Registered Public Accounting Firm.
23.2**	-	Consent of Friedman LLP, Independent Registered Public Accounting Firm.
23.3**	-	Consent of Ernst & Young LLP, Independent Auditors.
23.1**	-	Consent of Andrews Kurth LLP (included in Exhibit 5.1).
24.1**	-	Power of Attorney (included in signature page).

* Employment agreement.

** Filed herewith.

II-8

EX-3.6

EXHIBIT 3.6

CERTIFICATE OF AMENDMENT TO

RESTATED CERTIFICATE OF INCORPORATION OF

MOTIENT CORPORATION

MOTIENT CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:   That the Corporation was originally incorporated under the name “American Mobile Satellite Consortium, Inc.” pursuant to the General Corporation Law of the Sate of Delaware on May 3, 1988;

SECOND: That the present name of the Corporation is Motient Corporation;

THIRD:              That the Board of Directors duly adopted resolutions proposing to amend the Restated Certificate of Incorporation (the “Certificate”) of the Corporation as set forth below, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the approval of the stockholders therefor; and

FOURTH:          That the following amendment was duly adopted and approved in accordance with the provisions of Sections 211 and 242 of the General Corporation Law of the State of Delaware by the required vote of the stockholders of the Corporation pursuant to an a meeting of the Stockholders of the Corporation held on July 12, 2006:

Section 4.1 of Article 4 of the Certificate is hereby amended and restated in its entirety to be and read as follows:

4.1 Authorized Shares

The total number of shares of all classes of stock that the Corporation shall have authority to issue is Two Hundred Five Million (205,000,000), of which Two Hundred Million (200,000,000) of such shares shall be Common Stock having a par value of $.01 per share (“Common Stock”), and Five Million (5,000,000) of such shares shall be Preferred Stock having a par value of $.01 per share (“Preferred Stock”).

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate of Amendment of the Restated Certificate of Incorporation as of August 4, 2006.

MOTIENT CORPORATION
By:	/s/ Robert Macklin
	Robert Macklin,
	General Counsel and Secretary

EX-5.1

Exhibit 5.1

[ANDREWS KURTH LLP LETTERHEAD]

August 7, 2006

Motient Corporation

300 Knightsbridge Parkway

Lincolnshire, Illinois 60069

RE: Motient Corporation Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Motient Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing of its Registration Statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the sale of up to 4,119,386 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), proposed to be offered by the selling stockholders named therein (the “Selling Stockholders”). The Shares are to be issued by the Company to the Selling Stockholders pursuant to the terms of the Exchange Agreements (defined below) described in the Registration Statement.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Restated Certificate of Incorporation, as amended, of the Company on file with the Secretary of State of the State of Delaware (the “Certificate of Incorporation”), (ii) the Amended and Restated Bylaws of the Company as in effect on the date hereof and at the time of the adoption of the resolutions by the Board of Directors approving the issuance of the Shares, as certified to us by a Company officer, (iii) the Exchange Agreements by and between the Company, certain of the Selling Stockholders and MVH Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MVH Holdings”), each dated May 6, 2006, and the form of Exchange Agreement filed as an exhibit to the Registration Statement to be entered into by and among the Company, MVH Holdings, and certain of the Selling Stockholders (collectively, the “Exchange Agreements”), (iv) certain resolutions of the Board of Directors of the Company, as certified to us by a Company officer, (v) a specimen certificate representing the Common Stock, and (vi) such other documents and records as we have deemed necessary and relevant for purposes hereof. We have relied upon certificates of public officials and officers of the Company as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. As to all matters of fact material to such opinion, we have relied upon representations of officers of the Company.

In our examination, we have assumed and have not independently established or verified (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to the authentic originals of all documents supplied to us as certified, conformed, photostatic or faxed copies. In rendering the opinion set forth below, we have assumed that the certificate or certificates evidencing the Shares will be manually signed by one of the authorized officers of the transfer agent and registrar for the Shares and registered by such transfer agent and will conform to the specimen stock certificate examined by us evidencing the Common Stock.

Our opinion below assumes that the Shares will be issued in accordance with the terms of the Exchange Agreements and all requisite steps will be taken to comply with applicable requirements of state laws regulating the offer and sale of securities.

Based upon the foregoing, and subject to the limitations and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that, when issued, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

Motient Corporation

August 7, 2006

Page 2

The foregoing opinion is based on and is limited to the General Corporation Law of the State of Delaware, and we render no opinion with respect to the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and the prospectus which forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations issued thereunder.

This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein, or of any subsequent changes in applicable law. This opinion is intended solely for your use as an exhibit to the Registration Statement for the purpose of the above-referenced registered re-sale of Shares and is not intended to be relied upon by any other person or for any other purpose.

Very truly yours,

/s/ Andrews Kurth LLP

EX-10.57

Exhibit 10.57

EXCHANGE AGREEMENT

BY AND AMONG

MOTIENT CORPORATION,

MVH HOLDINGS INC.,

AND

[TSTR STOCKHOLDER]

Dated as of August ___, 2006

TABLE OF CONTENTS

			Page
ARTICLE I Purchase and Sale
Section	1.1	Sale of TerreStar Shares and Motient Shares	1
Section	1.2	Closing	1
Section	1.3	Deliveries	2
ARTICLE II Representations and Warranties of FUND
Section	2.1	Organization	3
Section	2.2	Title to TerreStar Shares	3
Section	2.3	Authority Relative to this Agreement and the Registration Rights Agreement	3
Section	2.4	Consents and Approvals; No Violations	4
Section	2.5	Purchase Entirely for Own Account	4
Section	2.6	Reliance Upon Holder’s Representations	4
Section	2.7	Receipt of Information	5
Section	2.8	Investor Status; etc	5
Section	2.9	Liens for Taxes	5
Section	2.10	Brokers or Finders	5
Section	2.11	Restricted Securities	5
Section	2.12	Legends	6
ARTICLE III Representations and Warranties of MOTIENT
Section	3.1	Corporate Organization; Related Entities	6
Section	3.2	Capitalization	6
Section	3.3	Authority Relative to This Agreement	7
Section	3.4	Consents and Approvals; No Violations	7
Section	3.5	Reports and Financial Statements	8
Section	3.6	Absence of Certain Changes or Events	9
Section	3.7	Litigation	9
Section	3.8	Compliance with Law	9
Section	3.9	Absence of Undisclosed Liabilities	10
Section	3.10	No Default	10
Section	3.11	Taxes	10
Section	3.12	Intellectual Property	11
Section	3.13	Permits	11
Section	3.14	Contracts	11
Section	3.15	Insurance	12
Section	3.16	Ownership of TerreStar Common Stock	12
Section	3.17	Purchase Entirely for Own Account	12
Section	3.18	Reliance Upon Holder’s Representations	12
Section	3.19	Receipt of Information	12
Section	3.20	Investor Status; etc	12
Section	3.21	Brokers or Finders	13

i

Section	3.22	Restricted Securities	13
Section	3.23	Issuances Exempt	13
Section	3.24	No Integrated Offering	13
ARTICLE IV Additional Agreements
Section	4.1	HSR Act and FCC Approval	13
Section	4.2	Blue Sky Laws	14
Section	4.3	Compliance with TerreStar Documents	14
Section	4.4	No Transfers; No Alternative Transactions	15
Section	4.5	Commercially Reasonable Efforts	15
Section	4.6	Public Announcements	16
ARTICLE V Conditions to Closing of MOTIENT and SUB
Section	5.1	Representations and Warranties	16
Section	5.2	Performance	16
Section	5.3	Intentionally Omitted	16
Section	5.4	Certificates and Documents	16
Section	5.5	Compliance Certificate	16
Section	5.6	Final Order of FCC and Industry Canada Approval	17
Section	5.7	Intentionally Omitted	17
Section	5.8	Intentionally Omitted	17
Section	5.9	FIRPTA Certificate	17
Section	5.10	Amended TerreStar Stockholders’ Agreement	17
Section	5.11	MSV Exchange Agreement	17
Section	5.12	Columbia/Spectrum Exchange Agreements	17
ARTICLE VI Conditions to Closing of FUND
Section	6.1	Representations and Warranties	17
Section	6.2	Performance	18
Section	6.3	Opinion of Motient’s Counsel	18
Section	6.4	Certificates and Documents	18
Section	6.5	Compliance Certificate	18
Section	6.6	FCC and Industry Canada Approvals	18
Section	6.7	Intentionally Omitted	18
Section	6.8	Effective Registration Statement	18
Section	6.9	Registration Rights Agreement	18
Section	6.10	Holder Exchange Agreements	18
ARTICLE VII INDEMNIFICATION
Section	7.1	Survival of Representations and Warranties	18
Section	7.2	Obligation to Indemnify	18
Section	7.3	Indemnification Procedures	19
Section	7.4	Notices and Payments	20
Section	7.5	Limited Remedy	20
ARTICLE VIII Miscellaneous
Section	8.1	Termination	21

ii

Section	8.2	Survival	21
Section	8.3	Expenses	22
Section	8.4	Counterparts; Effectiveness	22
Section	8.5	Governing Law	22
Section	8.6	Notices	22
Section	8.7	Assignment; Binding Effect	23
Section	8.8	Severability	23
Section	8.9	Entire Agreement; Non-Assignability; Parties in Interest	23
Section	8.10	Headings	23
Section	8.11	Certain Definitions	23
Section	8.12	Amendments and Waivers	24
Section	8.13	Specific Performance	24
Section	8.14	Exclusive Jurisdiction	24
Section	8.15	Waiver of Jury Trial	24

Schedule A	Motient Disclosure Schedule
Exhibit A	Registration Rights Agreement
Exhibit B	Form of Amended and Restated TerreStar Stockholders’ Agreement
Exhibit C	Form of Legal Opinion of Counsel to Motient

iii

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of August ___, 2006 by and among Motient Corporation, a Delaware corporation (“Motient”), MVH Holdings Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Motient (“Sub”), and [TSTR Stockholder] (“Holder”).

RECITALS:

WHEREAS, subject to the terms and conditions hereof, at the Closing (as defined below) Motient, through Sub, intends to purchase from Holder, and Holder intends to sell to Sub, (i)
_______________ shares of common stock, par value $0.001 per share (the “TerreStar Networks Shares”) of TerreStar Networks, Inc.(“TerreStar”) and ___________ shares of common stock par value $0.01 per share (the “TerreStar Bermuda Shares” and, together with the TerreStar Networks Shares, the “TerreStar Shares”) of TerreStar Networks Bermuda Ltd. owned by Holder, in exchange for ) _____________ shares (the “Motient Shares”) of common stock, par value $0.01 per share (“Motient Common Stock”), of Motient, in each case as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event declared or effected prior to the Closing; provided, that no adjustment shall be made for the Rights Offering (as defined below).

AGREEMENT:

NOW, THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1     Sale of TerreStar Shares and Motient Shares. Subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, at the Closing, Holder will purchase from Motient, and Motient shall issue and sell to Holder, the Motient Shares, and Motient will purchase from Holder, and Holder shall sell to Sub, the TerreStar Shares.

Section 1.2     Closing. The Closing (the “Closing”) of the purchase and sale of the TerreStar Shares in exchange for the Motient Shares shall be held at the offices of Andrews Kurth LLP, 450 Lexington Avenue, New York, New York on the first business day immediately following the day on which the last to be fulfilled or waived of the conditions set forth in Articles V and VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to fulfillment or waiver of those conditions), shall be fulfilled or waived in accordance herewith; or (b) at such other time, date or place as Motient and Holder may agree in writing. The date on which the Closing occurs is hereinafter referred to as the “Closing Date.”

Section 1.3     Deliveries.

(a)     Simultaneously with the execution of this Agreement, Motient and Holder shall execute and deliver (i) the Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”), (ii) Amendment No. 2 to the TerreStar Networks Inc. Stockholders’ Agreement; and (iii) the Amended and Restated TerreStar Stockholders’ Agreement dated as of May 6, 2006 (the “Amended TerreStar Stockholders’ Agreement”) in the form attached as Exhibit B, both (ii) and (iii) to be effective in accordance with their terms.

(b)     At the Closing:

(i)     Holder shall deliver to Motient and/or Sub the following (collectively, the “Holder Closing Deliveries”):

(ii)     certificates registered in Holder’s name representing the TerreStar Shares or an affidavit of lost certificate with respect to any lost, missing or destroyed certificate in form reasonably satisfactory to Motient;

(iii)     a duly executed stock power evidencing the transfer of the TerreStar Shares from Holder to Sub and in such form reasonably satisfactory to Motient or an affidavit of lost certificate with respect to any lost, missing or destroyed certificate in form reasonably satisfactory to Motient as shall be effective to vest in Motient good and valid title to the TerreStar Shares, free and clear of any Lien (as defined below) other than Securities Law Encumbrances (as defined below) or pursuant to the TerreStar Documents (as defined below);

(iv)     [a certificate of good standing for Holder from the Secretary of State of the State of
[________]; and]

(v)     an affidavit certifying as to Holder’s non-foreign status in accordance with the requirements of Section 1.1445 -2(b) of the Internal Revenue Service Treasury Regulations.

(c)     Motient and/or Sub shall deliver to Holder the following (collectively, the “Motient Closing Deliveries”):

(i)     a certificate registered in Holder’s name representing the Motient Shares;

(ii)     an effective registration statement (the “Registration Statement”) registering the resale by Holder or the Holder’s beneficial owners of the Motient Shares;

(iii)     certified resolutions of Motient and Sub’s Board of Directors approving this Agreement and the transactions contemplated hereby; and

(iv)     a certificate of good standing for Motient and Sub from the Secretary of State of the State of Delaware.

2

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF FUND

Holder represents and warrants to Motient and Sub, as follows:

Section 2.1     Organization. [Holder is a limited [partnership][liability company] duly organized, validly existing and in good standing under the laws of the State of [Delaware] and Holder has the requisite limited [partnership][liability company] power and authority to own or lease its properties and to carry on its business as is presently being conducted. Holder is duly qualified to do business as a foreign limited [partnership][liability company], and is in good standing, in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a Holder Material Adverse Effect.] A “Holder Material Adverse Effect” means a material adverse effect respecting the ability of Holder to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein, except to the extent that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.

Section 2.2     Title to TerreStar Shares. As of the date hereof and at all times until and including at the Closing, Holder owns, of record and beneficially, the TerreStar Shares free and clear of any and all option, call, contract, commitment, mortgage, pledge, security interest, encumbrance, lien, Tax, claim or charge of any kind or right of others of whatever nature (collectively, a “Lien”) of any kind, other than pursuant to applicable securities laws (“Securities Law Encumbrances”) or the TerreStar Documents (defined below). Upon the Closing, (x) Sub shall be vested with good and valid title to the TerreStar Shares, free and clear of any Liens of any kind (other than Securities Law Encumbrances or the TerreStar Documents) and (y) Holder shall not own, of record or beneficially, or have, by conversion, warrant, option or otherwise, any right to interest in or agreement to acquire any shares of TerreStar common stock[, other than options to purchase shares of TerreStar common stock]. The “TerreStar Documents” means the TerreStar Stockholders’ Agreement dated May 11, 2005, as amended (the “TerreStar Stockholders’ Agreement”), the TerreStar Parent Transfer/Drag Along Agreement dated May 11, 2005, the Certificate of Incorporation of TerreStar Networks Inc. and the Amended and Restated Bylaws of TerreStar Networks, Inc., as the same may be amended from time to time.

Section 2.3     Authority Relative to this Agreement and the Registration Rights Agreement. Holder has the requisite [limited partnership][limited liability company][corporate] power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Holder, and the consummation by Holder of the transactions contemplated hereby have been duly authorized by the Holder, and no other proceedings on the part of Holder are necessary to authorize this Agreement or for Holder to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Holder and, assuming the due authorization, execution and delivery thereof by Motient and Sub, constitutes the valid and binding obligation of Holder, enforceable against it in accordance with its terms.

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 Section 2.4    Consents and Approvals; No Violations. Except in connection or in order to comply with the applicable provisions of (a) the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Act of 1934, as amended, and the rules, regulations or policies of the Federal Communications Commission and any successor thereto (“FCC”) and Industry Canada and any successor thereto (collectively, the “Communications Laws”), neither the execution and delivery of this Agreement or the Registration Rights Agreement, nor the consummation of the transactions contemplated hereby or thereby will, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the organizational documents of Holder, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holder or its respective properties or assets, including but not limited to the TerreStar Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by or with respect to Holder in connection with the execution and delivery of this Agreement or the Registration Rights Agreement by Holder or the consummation by Holder of the transactions contemplated hereby or thereby, except for such consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Holder Material Adverse Effect.

Section 2.5     Purchase Entirely for Own Account. The Motient Shares will be acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, in each case, in violation of applicable securities laws, and Holder has no present intention of selling, granting any participation in, or otherwise distributing such Motient Shares except in compliance with applicable securities laws. It is understood that nothing herein shall prevent Holder from distributing the Motient Shares to its beneficial owners, in compliance with Section 5.1 of the Registration Rights Agreement and applicable securities laws.

Section 2.6     Reliance Upon Holder’s Representations. Holder understands that the Motient Shares will not be registered for issuance to Holder under the Securities Act and the sale provided for in this Agreement and Motient’s issuance of the Motient Shares hereunder will be made in reliance upon an exemption from registration under the Securities Act pursuant to Section 4(2) thereof, and that, in such case, Motient’s reliance on such exemption will be based on Holder’s representations set forth herein.

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Section 2.7     Receipt of Information. Holder believes it has received all the information it considers necessary or appropriate for deciding whether to acquire Motient Shares. Holder further represents that it has had an opportunity to ask questions and receive answers from Motient regarding the terms and conditions of the offering of Motient Shares and the business and financial condition of Motient and to obtain additional information (to the extent Motient possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or which it had access. The foregoing, however, does not limit or modify the representations or warranties of Motient in this Agreement or the right of Holder to rely upon such representations or warranties. Holder has received, nor is it relying on, any representations or warranties from Motient or Sub, other than as provided herein; provided that the foregoing shall not affect any right Holder may have on account of fraud.

Section 2.8     Investor Status; etc. Holder certifies and represents to Motient that it is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act and was not organized for the purpose of acquiring the Motient Shares. Holder’s financial condition is such that it is able to bear the risk of holding the Motient Shares for an indefinite period of time and the risk of loss of its entire investment. Holder has sufficient knowledge and experience in investing in companies similar to Motient so as to be able to evaluate the risks and merits of its investment in Motient.

Section 2.9     Liens for Taxes. There are no Liens arising from or related to Taxes (defined below) on or pending against the TerreStar Shares other than Liens (defined below) for Taxes that are not yet due and payable. “Tax” means any and all federal, state, local, foreign or other tax of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Tax Authority, including taxes on or with respect to income, alternative minimum, accumulated earnings, personal holding company, capital, transfer, stamp, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers' compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added.

Section 2.10   Brokers or Finders. Holder has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

Section 2.11   Restricted Securities. Holder understands that the Motient Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Motient Shares or an available exemption from registration under the Securities Act, such Motient Shares must be held indefinitely. In particular, Holder is aware that such Motient Shares may not be sold pursuant to Rule 144 or Rule 145 promulgated under the Securities Act unless all of the conditions of the applicable rule are met. Among the conditions for use of Rules 144 and 145 is the availability of current information to the public about Motient.

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Section 2.12   Legends. It is understood that the certificates evidencing the Motient Shares will bear one or both of the following legends:

(a)     “These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to Motient Corporation that such registration is not required.”

(b)     Any legend required by the laws of the State of Delaware or other jurisdiction.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MOTIENT

Except as otherwise specifically provided in the Disclosure Schedule of Motient attached hereto and incorporated herein by reference which clearly identifies the relevant section of this Agreement (the “Motient Disclosure Schedule”), Motient and Sub, jointly and severally, represent and warrant to Holder, as follows:

Section 3.1     Corporate Organization; Related Entities. Motient and Sub are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Motient and Sub are duly qualified to do business as a foreign corporation, and are in good standing, in each jurisdiction in which the ownership of their properties or the conduct of their business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect. The copies of the certificates of incorporation and bylaws of Motient and Sub heretofore made available to Holder are complete and current copies of such instruments as presently in effect. A “Motient Material Adverse Effect” means a material adverse effect respecting (a) the business, assets and liabilities (taken together) or financial condition of Motient and its subsidiaries on a consolidated basis or (b) the ability of Motient to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein, except to the extent (in the case of either clause (a) or clause (b) above) that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.

Section 3.2     CapitalizationAs of the date of this Agreement, the authorized capital stock of Motient consists of (i) 200,000,000 shares of Motient’s common stock, par value $0.01 per share (the “Motient Common Stock”), _______________ of which are issued and outstanding and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (“Motient Preferred Stock”), 450,000 of which are designated as Series A

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Cumulative Convertible Preferred Stock and 90,000 of which are issued and outstanding and 500,000 of which are designated as Series B Cumulative Convertible Preferred Stock and 318,500 of which are issued and outstanding. Motient has no other designations of Motient Preferred Stock. As of the date of this Agreement, (x) ___________ shares of Motient Common Stock are reserved for issuance pursuant to Motient’s stock option plans (each a “Motient Stock Option Plan”), a list of which is set forth on Schedule 3.2 of the Motient Disclosure Schedule, (x) _______________ shares of Motient Common Stock are reserved for issuance upon the exercise of outstanding warrants to purchase shares of Motient Common Stock, [(y) 2,500,000 shares of Motient Common Stock are reserved for issuance upon the exercise of outstanding non-transferable common stock purchase rights held by certain of the holders of Motient Common Stock as of December 17, 2004 in a rights offering (the “Rights Offering”)] and (C) certain Exchange Agreements dated as of the date hereof by and between Motient, Sub and certain holders of TerreStar Shares. All the issued and outstanding shares of Motient’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of statutory preemptive rights and contractual stockholder preemptive rights, with no personal liability attaching to the ownership thereof. Except the Motient Preferred Stock, pursuant to the Motient Stock Option Plan and as set forth in (x) and (y) above, Motient (i) does not have and is not bound by any outstanding subscriptions, options, voting trusts, convertible securities, warrants, calls, commitments or agreements of any character or kind calling for the purchase, issuance or grant of any additional shares of its capital stock or restricting the transfer of its capital stock and (ii) is not a party to any voting trust or other agreement or understanding with respect to the voting of the capital stock or other equity securities of Motient.

(b)     The Motient Shares have been duly and validly authorized, and, when issued upon the terms hereof, will be fully paid, nonassessable and free of statutory preemptive rights and contractual stockholder preemptive rights, with no personal liability attaching to the ownership thereof.

Section 3.3     Authority Relative to This Agreement. Motient and Sub have the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Motient and, if applicable, Sub and the consummation by Motient and, if applicable, Sub of the transactions contemplated hereby and thereby have been duly authorized by Motient’s and, if applicable, Sub’s Board of Directors, and no other corporate or stockholder proceedings on the part of Motient or Sub are necessary to authorize this Agreement or for Motient or Sub to consummate the transactions contemplated hereby. This Agreement and the Registration Rights Agreement have been duly and validly executed and delivered by Motient and, if applicable, Sub and, assuming the due authorization, execution and delivery thereof by Holder, constitute the valid and binding obligations of Motient and, if applicable, Sub, enforceable against Motient and, if applicable, Sub in accordance with its terms.

Section 3.4     Consents and Approvals; No Violations. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will, conflict with, or result in any

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violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the organizational documents of Motient or Sub, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Motient or Sub or its properties or assets, including but not limited to the TerreStar Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Motient or Sub in connection with the execution and delivery of this Agreement by Motient or Sub or the consummation by Motient or Sub of the transactions contemplated hereby except for such consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Motient Material Adverse Effect.

Section 3.5     Reports and Financial Statements.

(a)     Except as set forth on Schedule 3.5(a) of the Motient Disclosure Schedule, Motient has timely filed all reports required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “Motient SEC Reports”), and has previously made available to Holder true and complete copies of all such Motient SEC Reports. Such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted 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 were made, not misleading. The consolidated financial statements of Motient included in the Motient SEC Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein), in all material respects, the consolidated financial position of Motient and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Motient and its consolidated subsidiaries for the periods then ended. Except as disclosed in the Motient SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of Motient since December 31, 2005.

(b)     Except as set forth on Schedule 3.5(b) of the Motient Disclosure Schedule, Motient maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria 

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applicable to such statements and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(c)     Since January 1, 2005, neither Motient nor, to Motient’s knowledge, any director, officer, employee, auditor, accountant or representative of Motient has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of Motient or Motient’s internal accounting controls, including any complaint, allegation, assertion or claim that Motient has engaged in questionable accounting or auditing practices. No attorney representing Motient, whether or not employed by Motient, has reported “evidence of a material violation” (as defined in 17 CFR Part 205) to Motient’s board of directors or any committee thereof or to any director or officer of Motient.

Section 3.6     Absence of Certain Changes or Events. Except as set forth in the Motient SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 3.6 of the Motient Disclosure Schedule, since December 31, 2005, (i) Motient has conducted its business and operations in the ordinary course of business and consistent with past practices and (ii) there has not been any fact, event, circumstance or change affecting or relating to Motient which has had or could reasonably be expected to have a Motient Material Adverse Effect or as set forth on Schedule 3.6 to the Motient Disclosure Schedule. Except as set forth on Schedule 3.6 of the Motient Disclosure Schedule or as could not reasonably be expected to represent a Motient Material Adverse Effect, the transactions contemplated by this Agreement will not constitute a change of control under or require the consent from or the giving of notice to a third party pursuant to the terms, conditions or provisions of any Motient Contract (defined below).

Section 3.7     Litigation. Except for litigation disclosed in the notes to the audited financial statements of Motient as of and for the period ended December 31, 2005, or in Motient SEC Reports filed subsequent thereto but prior to the date of this Agreement, as of the date hereof, there is no suit, action, proceeding or investigation pending or, to the knowledge of Motient, threatened against Motient or with respect to which Motient could be required to provide indemnification or to otherwise contribute to liabilities or damages relating thereto, the outcome of which has had or could reasonably be expected to have a Motient Material Adverse Effect; nor is there any judgment, decree, injunction, rule or order of any Governmental Entity outstanding against Motient having, or which has had or could reasonably be expected to have a Motient Material Adverse Effect.

Section 3.8     Compliance with Law. Motient has not violated any Laws and is in compliance with all Laws, other than where such violation or noncompliance, individually or in the aggregate, has not had and could not reasonably be expected to have a Motient Material Adverse Effect. Motient has not received any notice to the effect that, or otherwise been advised that or is aware that, Motient is not in such compliance with any Laws, and Motient has no knowledge that any existing circumstances are reasonably likely to result in such violations of any Laws.

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Section 3.9     Absence of Undisclosed Liabilities. Except for liabilities or obligations which are accrued or reserved against in Motient’s consolidated financial statements (or reflected in the notes thereto) as of and for the period ended December 31, 2005 as included in the Motient SEC Reports or which were incurred after December 31, 2005 in the ordinary course of business and consistent with past practice, Motient has no liabilities or obligations (whether absolute, accrued, contingent or otherwise) of a nature required by GAAP to be reflected in a balance sheet (or reflected in the notes thereto) or which have had or could reasonably be expected to have a Motient Material Adverse Effect.

Section 3.10   No Default. As of the date of this Agreement, Motient is not in breach or violation of, or in default under (and no event has occurred which with notice or lapse of time or both would constitute such a breach, violation or default), any term, condition or provision of (a) its certificate of incorporation or bylaws, or (b) (x) any order, writ, decree, statute, rule or regulation of any Governmental Entity applicable to Motient or any of its properties or assets or (y) any agreement required to be filed as a “Material Contract” as an exhibit to Motient’s Annual Report on Form 10-K for the year ended December 31, 2005 or any periodic Exchange Act report required to be filed since then (a “Motient Contract”), except in the case of this clause (b), which breaches, violations or defaults, individually or in the aggregate, have not had and could not reasonably be expected to have a Motient Material Adverse Effect.

Section 3.11   Taxes. Except as would not reasonably be expected to have a Motient Material Adverse Effect:

(a)     Motient has timely filed all Tax Returns required to be filed by them (taking into account all applicable extensions) and all such Tax Returns are true, correct and complete in all respects.

(b)     Motient has paid all Taxes due and payable.

(c)     There is no pending or, to the knowledge of Motient, threatened examination, investigation, audit, suit, action, claim or proceeding relating to Taxes of Motient.

(d)     Motient has not received notice of a determination by any taxing or other Governmental Entity that Taxes are owed by Motient (such determination being referred to as a “Tax Deficiency”) and, to the knowledge of Motient, no Tax Deficiency is proposed or threatened.

(e)     All Tax Deficiencies asserted against Motient have been paid or finally settled and all amounts asserted in any Tax Deficiency to be owed have been paid.

(f)     There are no Liens arising from or related to Taxes on or pending against Motient or any of its properties other than statutory Liens for Taxes that are not yet due and payable.

(g)     As used in this Agreement, “Tax Return” means any return, report or similar statement (including any attached schedules) required to be filed with respect to Taxes and any information return, claim for refund, amended return, or declaration of estimated Taxes.

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Section 3.12   Intellectual Property.

(a)     Motient owns or holds licenses or otherwise has such rights to use, sell, license or dispose of all of the intellectual property rights used in the conduct of the business of Motient as currently conducted, with such exceptions as individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect.

(b)     With such exceptions as individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect, (i) the operation of Motient’s business and the manufacture, marketing, use, sale, licensure or disposition of any Intellectual Property in the manner currently used, sold, licensed or disposed of by Motient does not and will not infringe on the proprietary rights of any person, nor has such an infringement been alleged within six years preceding the date of this Agreement (other than such as have been resolved); (ii) there is no pending or threatened claim or litigation challenging or questioning the validity, ownership or right to use, sell, license or dispose of any such Intellectual Property in the manner in which currently used, sold, licensed or disposed of by Motient, nor is there a valid basis for any such claim or litigation, nor has Motient received any notice asserting that the proposed operation of Motient’s business or the use, sale, license or disposition by Motient of any of the Intellectual Property of Motient conflicts or will conflict with the rights of any other party, nor is there a valid basis for any such assertion in each case; and (iii) none of the Intellectual Property used in the conduct of the business of Motient as currently conducted is being infringed by any person and Motient has not asserted any claim of infringement, misappropriation or misuse within the past six years.

Section 3.13   Permits. Motient has, and is in compliance with, all Motient Permits required to conduct its business as now being conducted, except any such Motient Permit the absence of which, individually or in the aggregate, has not had and could not reasonably be expected to have a Motient Material Adverse Effect (“Motient Material Permits”). All Motient Material Permits are valid and in full force and effect. There is not now pending, or to the knowledge of Motient, threatened, any action by any person or by or before any Governmental Entity to revoke, cancel, rescind, modify or refuse to renew any Motient Material Permits and, other than as set forth on Schedule 3.13 of the Motient Disclosure Schedule, there exist no facts or circumstances that would reasonably be expected to give rise to such action. “Motient Permits” means all licenses, permits, franchises, approvals, authorizations, certificates, registrations, consents or orders of, or filings with, any Governmental Entity used or held for use in the operation of Motient’s business and all other rights and privileges granted by a Governmental Entity necessary to allow Motient to own and operate its business without any violation of law.

Section 3.14   Contracts. All Motient Contracts that are material to the business or operations of Motient taken as a whole have been filed as exhibits to Motient’s Annual Report on 10-K for the year ended December 31, 2005 or any periodic Exchange Act report required to be filed since then, are valid and binding obligations of Motient, and, to the knowledge of Motient, the valid and binding obligation of each other party thereto, except such Motient Contracts that, if not so valid and binding, individually or in the aggregate, have not had and could not reasonably be expected to have a Motient Material Adverse Effect. Neither Motient nor, to the

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knowledge of Motient, any other party thereto, is in violation of or in default in respect of, nor has there occurred an event or condition, that with the passage of time or giving of notice (or both), would constitute a default under or permit the termination of, any such Motient Contract except such violations or defaults under or terminations that, individually or in the aggregate, have not had and could not reasonably be expected to have a Motient Material Adverse Effect.

Section 3.15   Insurance. Motient’s insurance policies are in all respects in full force and effect in accordance with their terms, no notice of cancellation has been received, and there is no existing default or event that, with the giving of notice or lapse of time or both, would constitute a default thereunder. Motient has made available to Holder true and correct copies of all insurance policies maintained by Motient as of the date of this Agreement.

Section 3.16   Ownership of TerreStar Common Stock. As of the date hereof, Motient and its subsidiaries own an aggregate of [19,551,697] shares of TerreStar common stock and immediately prior to the Closing Motient and its subsidiaries will own not less than [19,551,697] shares of TerreStar common stock (in each case as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event with respect to the TerreStar common stock that is declared or effected prior to the Closing).

Section 3.17   Purchase Entirely for Own Account. The TerreStar Shares to be transferred to Motient will be acquired for investment for Motient’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, in each case, in violation of applicable securities laws, and Motient has no present intention of selling, granting any participation in, or otherwise distributing the same except in compliance with applicable securities laws.

Section 3.18   Reliance Upon Holder’s Representations. Motient understands that TerreStar Shares will not be registered under the Securities Act and the sale provided for in this Agreement will be made in reliance upon an exemption from registration under the Securities Act, and that, in such case, Holder’s reliance on such exemption will be based on Motient and Sub’s representations set forth herein.

Section 3.19   Receipt of Information. Motient and Sub believe that they have received all the information it considers necessary or appropriate for deciding whether to acquire the TerreStar Shares. Motient further represents that it has had an opportunity to ask questions and receive answers from Holder regarding the terms and conditions of the TerreStar Shares and the business and financial condition of TerreStar and to obtain additional information (to the extent Holder possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or which it had access. The foregoing, however, does not limit or modify the representations or warranties of Holder in this Agreement or the right of Motient to rely upon such representations or warranties. Motient has not received, nor is it relying on, any representations from Holder, other than as provided herein.

Section 3.20     Investor Status; etc. Motient and Sub each certify and represent to Holder that it is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act and was not organized for the purpose of acquiring the TerreStar Shares. Motient’s financial condition is such that it is able

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to bear the risk of holding the TerreStar Shares for an indefinite period of time and the risk of loss of its entire investment. Motient has sufficient knowledge and experience in investing in companies similar to TerreStar so as to be able to evaluate the risks and merits of its investment in TerreStar.

Section 3.21   Brokers or Finders. Except for fees which shall be borne solely by Motient, neither Motient nor Sub has incurred, nor will either of them incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

Section 3.22   Restricted Securities. Motient understands that the TerreStar Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the TerreStar Shares or an available exemption from registration under the Securities Act, such TerreStar Shares must be held indefinitely. In particular, Motient is aware that such TerreStar Shares may not be sold pursuant to Rule 144 or Rule 145 promulgated under the Securities Act unless all of the conditions of the applicable rule are met. Among the conditions for use of Rules 144 and 145 is the availability of current information to the public about TerreStar.

Section 3.23   Issuances Exempt. Assuming the truth and accuracy of the representations and warranties of Holder contained in Article II hereof, the offer, sale, and issuance of the Motient Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

Section 3.24   No Integrated Offering. Neither Motient, nor any of its affiliates or any other person acting on Motient’s behalf, has directly or indirectly engaged in any form of general solicitation or general advertising with respect to the Motient Shares nor have any of such persons made any offers or sales of any security or solicited any offers to buy any security under circumstances that would require registration of the Motient Shares under the Securities Act or cause this offering of the Motient Shares to be integrated with any prior offering of securities of Motient for purposes of the Securities Act.

ARTICLE IV

ADDITIONAL AGREEMENTS

Section 4.1     HSR Act and FCC Approval. The parties will promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act, which the parties shall file no later than 15 business days after the date hereof) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, which may be reasonably required in connection with the consummation of the transactions contemplated by this Agreement. Any fees associated with such notifications or applications shall be borne by Motient. Each party will use commercially reasonable efforts to obtain, or assist the other parties in obtaining, all such authorizations, approvals and consents, including without limitation using commercially

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reasonable efforts to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to request the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each party shall, in connection with its obligation to use commercially reasonable efforts to obtain, or assist the other parties in obtaining, all such requisite authorizations, approvals or consents, use commercially reasonable efforts to (i) cooperate in all reasonable respects with the other parties in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other parties of any communication received by such party from or given by such party to, the United States Department of Justice (the “DOJ”), the United States Federal Trade Commission (the “FTC”), the FCC or any other Governmental Entity or quasi-governmental entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) permit the other parties, or the other parties’ legal counsel, to review any communication given by it to, and consult with the other parties in advance of any meeting or conference with, the DOJ, the FTC, the FCC or any such other Governmental Entity or quasi-governmental entity or, in connection with any proceeding by a private party, with any other person and (iv) to the extent permitted by the FCC or other Governmental Entity, as appropriate, give the other parties the opportunity to attend and participate in such meetings and conferences.

Section 4.2     Blue Sky Laws. Motient shall exercise its commercially reasonable best efforts to register or qualify (or obtain an exemption from registration) the Motient Shares under the blue sky laws of the 50 states of the United States and of the District of Columbia and such other jurisdictions as Holder shall reasonably request, such registration, qualification or exemption to be obtained prior to the issuance and delivery to Holder of the Motient Shares in accordance with this Agreement; provided, however, that, in the case of non-U.S. jurisdictions, Motient will not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.2, (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction). Motient shall pay for all fees (including filing and application fees), costs and expenses in connection therewith. However, the failure to obtain such “blue sky” clearance in each such jurisdiction shall not be a condition to closing and shall not prevent a Closing from occurring; provided, that Motient shall not fail to obtain such “blue sky” clearance in (i) more than five such jurisdictions, (ii) Texas or (iii) New York; rather, those Motient Shares which may not be lawfully delivered shall be held in trust by Holder or its nominee for the benefit of the stockholders of record otherwise entitled thereto until such time as they may be lawfully delivered. If, after the fifth anniversary of the Closing, such shares still may not be lawfully delivered, then Motient shall deliver such shares to the government agency or official responsible for administering the securities or blue sky laws in such jurisdiction. Holder shall cooperate with and assist Motient in connection with obtaining the “blue sky” clearance contemplated by this Section 4.2.

Section 4.3     Compliance with TerreStar Documents. The parties intend that this Agreement and the transactions contemplated thereby be consistent with the conditions and restrictions applicable to the parties and/or their affiliates pursuant to TerreStar’s organizational documents and/or pursuant to the agreements between or among TerreStar’s stockholders, including, without limitation, the TerreStar Documents (collectively, the “TerreStar Investor Agreements”). Each of Holder, Sub and Motient shall take all commercially reasonable actions necessary to comply with, or appropriately amend, the provisions of the TerreStar Investor Agreements relating to the sale of the TerreStar Shares pursuant hereto.

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Section 4.4     No Transfers; No Alternative Transactions.

(a)     Holder shall not, and shall cause its subsidiaries and the officers, directors, employees, representatives (including, without limitation, investment bankers, attorneys and accountants), agents or Affiliates of Holder and its subsidiaries not to, directly or indirectly, (i) solicit, initiate, encourage or facilitate any inquiries or the making of a proposal or offer with respect to, or consummate, an Alternative Proposal, (ii) participate in any discussions or negotiations with, or provide any non-public information to, or afford any access to the properties, books or records of TerreStar, or otherwise take any other action to assist, facilitate or undertake (including granting any waiver or release under any standstill or similar agreement with respect to any securities of TerreStar), by itself or with any “person” or “group” (as such terms are used for purposes of Section 13(d)(3) of the Exchange Act), any Alternative Proposal, or (iii) acquire, of record or beneficially, or have, by conversion, warrant, option or otherwise, any right or interest in or any agreement to acquire any shares of TerreStar common stock, other than the TerreStar Shares owned as of the date hereof. “Alternative Proposal” shall mean (a) any offer or proposal, or any indication of interest in making an offer or proposal, made by any “person” or “group” (as such terms are used for purposes of Section 13(d)(3) of the Exchange Act) at any time, directly or indirectly, to acquire the TerreStar Shares, (b) directly or indirectly sell, transfer, distribute, pledge, dispose of, grant an option with respect to or encumber the TerreStar Shares, or (c) deposit the TerreStar Shares into a voting trust or enter into a voting agreement or arrangement with respect to the TerreStar Shares or grant any proxy with respect thereto, in each case other than the transactions contemplated by this Agreement.

(b)     Except for transactions contemplated or permitted by this Agreement, Holder shall not, from the date hereof until the earlier of the termination of this Agreement or the Closing, (x) acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, any shares of Motient Common Stock or any security or obligation that is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for shares of Motient Common Stock, and any option, warrant or other subscription or purchase right with respect to Motient Common Stock, whether by tender offer, market purchase, privately negotiated purchase, merger or otherwise, or (y) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise act in concert with any person in connection with such actions.

Section 4.5     Commercially Reasonable Efforts. The parties shall each cooperate with each other and use (and shall cause their respective subsidiaries to use) their respective commercially reasonable efforts to promptly (i) take or cause to be taken all necessary actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement or the TerreStar Agreements and applicable laws to consummate and make effective all the transactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain

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all approvals required to be obtained from any Governmental Entity or third party necessary, proper or advisable to the transactions contemplated by this Agreement. Holder shall at any time, and from time to time, after the Closing, execute, acknowledge and deliver all further assignments, transfers, and any other such instruments of conveyance, upon the request of Motient, to confirm the sale of the TerreStar Shares hereunder.

Section 4.6     Public Announcements. Except as may be required by applicable law, no party hereto shall make any public announcements or otherwise communicate with any news media with respect to this Agreement or any of the transactions contemplated hereby, without prior consultation with the other parties as to the timing and contents of any such announcement or communications; provided, however, that nothing contained herein shall prevent any party from promptly making all filings with any Governmental Entity or disclosures with the stock exchange, if any, on which such party’s capital stock is listed, as may, in its judgment, be required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE V

CONDITIONS TO CLOSING OF MOTIENT AND SUB

The obligation of Sub to purchase the TerreStar Shares from Holder, and to issue to Motient Shares to Holder, at the Closing is subject to the fulfillment to Motient and Sub’s satisfaction or the waiver by Motient on or prior to the Closing Date of each of the following conditions:

Section 5.1     Representations and Warranties. Each representation and warranty made by Holder in Article II above shall be true and correct in all material respects on and as of the Closing Date as though made on the Closing Date, except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct in all material respects only as of such date or period, provided, however, that any representations and warranties which by their terms are qualified by materiality which shall be true and correct in all respects, with the same force and effect as if such representation and warranty had been made on and as of the Closing Date.

Section 5.2     Performance. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by Holder on or prior to the Closing Date shall have been performed or complied with by Holder in all respects.

Section 5.3     Intentionally Omitted

Section 5.4     Certificates and Documents. Holder shall have delivered at or prior to the Closing to Motient or Sub, as applicable, the Holder Closing Deliveries.

Section 5.5     Compliance Certificate. Holder shall have delivered to Motient or its counsel a certificate signed by Holder or an authorized representative of Holder, as applicable, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 above.

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Section 5.6     Final Order of FCC and Industry Canada Approval. All necessary FCC and Industry Canada approvals shall have been obtained without the imposition on Motient of any material adverse conditions and such approvals shall have become Final Orders and shall be in full force and effect, provided that Motient may waive the condition that the approvals have become Final Orders. For the purpose of this Agreement, “Final Order” means an action by the FCC that has not been reversed, stayed, enjoined, set aside, annulled or suspended within forty days after being obtained.

Section 5.7     Intentionally Omitted

Section 5.8     Intentionally Omitted.

Section 5.9     FIRPTA Certificate. Holder shall have furnished Motient an affidavit certifying as to Holder’s non-foreign status in accordance with the requirements of Section 1.1445 -2(b) of the Internal Revenue Service Treasury Regulations.

Section 5.10   Amended TerreStar Stockholders’ Agreement. The Amended TerreStar Stockholders’ Agreement shall be effective.

Section 5.11   MSV Exchange Agreement. All actions necessary to consummate the closing of the transactions contemplated by Exchange Agreement dated as of the date hereof by and among Motient, SkyTerra Communications, Inc. and Motient Ventures Holdings Inc. shall have been taken.

Section 5.12   Columbia/Spectrum Exchange Agreements. All actions necessary to consummate the closing of the transactions contemplated by Exchange Agreements dated as of May 6, 2006 by and among Motient, Sub and each of Columbia Capital Equity Partners III (QP), L.P., Columbia Capital Equity Partners III (AI), L.P., Columbia Capital Equity Partners III (Cayman), L.P., Columbia Capital Investors III, LLC, Columbia Capital Employee Investors III, L.L.C., Spectrum Equity Investors Parallel IV, L.P., Spectrum IV Investment Managers' Holder, L.P. (collectively, the “Funds”) shall have been taken.

ARTICLE VI

CONDITIONS TO CLOSING OF FUND

The obligation of Holder to purchase the Motient Shares from Motient, and to transfer the TerreStar Shares to Motient, at the Closing is subject to the fulfillment to Holder’s satisfaction on or prior to the Closing Date of each of the following conditions:

Section 6.1     Representations and Warranties. Each representation and warranty made by Motient and Sub in Article III above shall be true and correct in all material respects on and as of the Closing Date as though made on the Closing Date, except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct in all material respects only as of such date or period, provided, however, that any representations and warranties which by their terms are qualified by materiality which shall be true and correct in all respects, with the same force and effect as if such representation and warranty had been made on and as of the Closing Date.

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Section 6.2     Performance. All covenants, agreements and conditions contained in this Agreement to be performed or complied with by Motient and Sub on or prior to the Closing Date shall have been performed or complied with by Motient or Sub, as applicable, in all respects.

Section 6.3     Opinion of Motient’s Counsel. Holder shall have received at the Closing from Andrews Kurth LLP, counsel to Motient, an opinion in substantially the form attached as Exhibit C hereto dated as of the Closing Date.

Section 6.4     Certificates and Documents. Motient shall have delivered at or prior to the Closing to Holder the Motient Closing Deliveries.

Section 6.5     Compliance Certificate. Motient shall have delivered to Holder or its counsel a certificate signed by the Chief Operating Officer of Motient, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 6.1 and 6.2 above.

Section 6.6     FCC and Industry Canada Approvals. All necessary FCC and Industry Canada approvals shall have been obtained and shall be in full force and effect.

Section 6.7     Intentionally Omitted

Section 6.8     Effective Registration Statement. The Registration Statement shall have become and continue to be effective and no stop order with respect thereto shall be in effect and no proceedings for that purpose shall have been commenced or threatened by the SEC.

Section 6.9     Registration Rights Agreement. The Registration Rights Agreement shall be in full force and effect and shall be binding on Motient.

Section 6.10   Holder Exchange Agreements. Motient shall have taken all actions necessary to consummate the closing under each of the exchange agreements between Motient and each of the Funds.

ARTICLE VII

INDEMNIFICATION

Section 7.1     Survival of Representations and Warranties. The warranties, representations, covenants and agreements of Holder, Motient and Sub contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of twelve (12) months (the “Survival Period”), and shall in no way be affected by any investigation of the subject matter thereof made by any party hereto.

Section 7.2     Obligation to Indemnify.

(a)     Holder’s Obligation to Indemnify. From and after the Closing, Holder shall indemnify, defend and hold harmless Motient, Sub and their respective officers, directors, stockholders, partners, employees, subsidiaries, agents and affiliates (each, a “Motient Indemnitee”), from and against all losses, claims, damages, liabilities, obligations, fines, penalties, judgments, settlements, costs, expenses and disbursements (including

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attorneys’, accountants’ and investigatory fees and expenses) (collectively, “Losses”) to the extent resulting from any (i) breach or inaccuracy of any representation or warranty of Holder contained in the Agreement for which a claim is initiated prior to the expiration of the applicable Survival Period or (ii) non-fulfillment or breach of any covenant or agreement of Holder contained in this Agreement.

(b)     Motient’s Obligation to Indemnify. From and after the Closing Date, Motient and Sub, jointly and severally, shall indemnify, defend and hold harmless Holder and its officers, directors, stockholders, managers, partners, members, employees, agents and affiliates (each, a “Holder Indemnitee”) from and against any and all Losses to the extent resulting from any (i) breach or inaccuracy of any representation or warranty of Motient or Sub contained in this Agreement for which a claim is initiated prior to the expiration of the applicable Survival Period or (ii) non-fulfillment or breach of any covenant or agreement of Motient or Sub contained in this Agreement .

(c)     Indemnification Basket Amount. Notwithstanding the foregoing, an Indemnifying Party (defined below) shall not be required to indemnify an Indemnified Party (defined below) pursuant to Section 7.2(a) or Section 7.2(b), as applicable, unless and until the amount of all Losses incurred by such Indemnified Party exceeds $1,000,000 in the aggregate (the “Basket Amount”), in which case the Indemnifying Party shall be required to indemnify the Indemnified Party for any and all such Losses in excess of the Basket Amount; provided, however, that the limitation set forth in this Section 7.2(c) shall not apply to Losses resulting from a breach of the representations and warranties set forth in Sections 2.2, 2.10, 3.2(b) or 3.21.

Section 7.3     Indemnification Procedures.

(a)     The person seeking indemnification hereunder (each, an “Indemnified Party”) shall give the party or parties from whom indemnification is sought or to be sought (each, an “Indemnifying Party”) prompt written notice of any Loss as to which they have received written notification. If an indemnification claim involves a claim by a third party (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby. An Indemnifying Party shall have ten business days from the delivery of such notice (the “Notice Response Period”) to notify the Indemnified Party whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim or demand. If an Indemnifying Party disputes its liability to an Indemnified Party hereunder with respect to such claim or demand or the amount thereof, such dispute shall be resolved by a civil action in a court of appropriate jurisdiction (including as part of any proceeding with respect to the claim that gave rise to the indemnification claim to which such dispute relates) which may be commenced by either party. During the Notice Response Period, no such claim or demand may be settled by the Indemnified Party.

(b)     With respect to each Indemnification Matter (as defined below), the Indemnified Parties will have the sole right and authority to control the defense against any Third Party Claim with one counsel of their

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collective choice. This right shall include the right to settle or resolve the Third Party Claim by entering into an agreement memorializing the terms of settlement or resolution (a “Settlement Agreement”), provided however, that the Indemnified Party provides the Indemnifying Party with notice (in accordance with Section 7.4 hereof) of its intent to enter into a Settlement Agreement, which notice shall include the proposed terms of the Settlement Agreement. The Indemnifying Party shall, within ten business days of receipt of such notice, have the right to reject the proposed Settlement Agreement, but shall do so only if it reasonably determines that the Settlement Agreement does not represent a bona fide and reasonable resolution of the underlying Third Party Claim. The Indemnifying Party (and any Indemnified Party who is not otherwise satisfied with the one counsel chosen by the Indemnified Parties collectively) may retain separate co-counsel at their sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that in no event may any Indemnifying Party consent to the entry of any judgment, enter into any settlement with respect to the Third Party Claim or agree with any Person other than the Indemnified Party, to take any other action with respect to the Third Party Claim without the prior written consent of the Indemnified Party. If it is determined pursuant to an order or Settlement Agreement that an Indemnifying Party is responsible for all or a portion of any amounts for which the Indemnified Party is liable as a result of such Third Party Claim hereunder, the Indemnifying Party shall, pursuant to Section 7.4(b), render payment to the Indemnified Party for all Losses resulting from such claim, subject to the provisions of Section 7.5.

Section 7.4     Notices and Payments.

With respect to each separate matter which is subject to indemnification under this Article VII (each, an “Indemnification Matter”):

(a)     Notice. Upon the Indemnified Party’s receipt of written documents pertaining to an Indemnification Matter, or, if the Indemnification Matter does not involve a third party demand or claim, within a reasonable time after the Indemnified Party first has actual knowledge of such Indemnification Matter, the Indemnified Party shall give written notice to the Indemnifying Party of the nature of such Indemnification Matter, and, if susceptible to estimation at such time, the Indemnified Party’s best estimate of the amount demanded or claimed in connection therewith as provided in Section 7.3; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby.

(b)     Payment. Upon determination of the amount of the Loss (whether due to the Indemnifying Party’s failure to dispute the indemnification matter, by agreement among the parties, or after a settlement agreement is executed or a final order is rendered with respect to the indemnification matter), the Indemnifying Party shall promptly (and in any event, not later than ten days after such determination) pay to the Indemnified Party all amounts owing by the Indemnifying Party under this Article VII with respect to such indemnification matter, subject to the limitations set forth in Section 7.5.

Section 7.5     Limited Remedy.

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(a)     Motient Indemnitee Indemnification Limit. Except in the case of fraud or where specific performance is sought, the maximum amount all Motient Indemnitees may recover in the aggregate pursuant to the indemnity set forth in Section 7.2(a) hereof with respect to the Closing shall be limited to the value of the Motient Shares based on the average of the high and low sales price for the five trading day period immediately prior to, and including, the Closing Date.

(b)     Holder Indemnitee Indemnification Limit. Except in the case of fraud or where specific performance is sought, the maximum amount all Holder Indemnitees may recover in the aggregate pursuant to the indemnity set forth in Section 7.2(b) hereof with respect to the Closing shall be limited to the value of the Motient Shares based on the average of the high and low sales price for the five trading day period immediately prior to, and including, the Closing Date.

ARTICLE VIII

MISCELLANEOUS

Section 8.1     Termination. This Agreement may be terminated prior to the Closing as follows:

(i)     at any time on or prior to the Closing Date, by mutual written consent of Motient and Holder;

(ii)     at the election of Motient or Holder by written notice to the other parties hereto after 5:00 p.m., New York time, on December 31, 2006, if the Closing shall not have occurred, unless such date is extended by the mutual written consent of Motient and Holder; provided, however, that the right to terminate this Agreement pursuant to this clause (ii) shall not be available to a party whose failure or whose affiliate's failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the principal cause of the failure of the Closing to occur on or before such date;

(iii)     at the election of Motient, if there has been a material breach of any representation, warranty, covenant or agreement on the part of Holder contained in this Agreement, which breach has not been cured within fifteen (15) days of notice to Holder of such breach; or

(iv)     at the election of Holder, if there has been a material breach of any representation, warranty, covenant or agreement on the part of Motient or Sub contained in this Agreement, which breach has not been cured within fifteen (15) days notice to Motient or Sub, as applicable, of such breach.

Section 8.2     Survival. If this Agreement is terminated and the transactions contemplated hereby are not consummated as described above, this Agreement shall become void and of no further force and effect, except for the provisions of this Section 8.2 and Sections 8.3 through 8.13 (inclusive); provided, however, that (a) none of the parties hereto shall have any liability in respect of a termination of this Agreement pursuant to Section 8.1

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(i), or Section 8.1(ii), (b) nothing shall relieve any of the parties from liability for actual damages resulting from a breach of any representation, warranty, covenant or agreement which gave rise to a termination of this Agreement pursuant to Section 8.1(iii) or 8.1(iv).

Section 8.3     Expenses. Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses.

Section 8.4     Counterparts; Effectiveness. This Agreement may be executed in two or more consecutive counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by facsimile or otherwise) to the other parties.

Section 8.5     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof.

Section 8.6     Notices. Any notices, reports or other correspondence (hereinafter collectively referred to as “correspondence”) required or permitted to be given hereunder shall be given in writing and shall be deemed given three business days after the date sent by certified or registered mail (return receipt requested), one business day after the date sent by overnight courier or on the date given by facsimile (with confirmation of receipt) or delivered by hand, to the party to whom such correspondence is required or permitted to be given hereunder.

To Motient or Sub:

Motient Corporation
300 Knightsbridge Parkway
Lincolnshire Parkway
Lincolnshire, IL 60069
Facsimile: (847) 478-4810
Attention: General Counsel

with a copy (which shall not constitute notice) to:

Andrews Kurth LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Facsimile: (713) 220-4285
Attention: Mark Young
 
To Holder:

[ADDRESS]

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Section 8.7     Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8.8     Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Section 8.9     Entire Agreement; Non-Assignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits and the Motient Disclosure Schedule: (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; (b) are not intended to confer upon any other person (except the Motient Indemnitees and the Holder Indemnitees) any rights or remedies hereunder and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided. Without limiting the foregoing, no party shall be deemed to have made any representation or warranty other than as expressly made herein.

Section 8.10   Headings. Headings of the Articles and Sections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

Section 8.11     Certain Definitions. References in this Agreement to “subsidiaries” of Holder or Motient shall mean any corporation or other form of legal entity of which more than 50% of the outstanding voting securities are on the date hereof directly or indirectly owned by Holder or Motient, as the case may be. References in this Agreement (except as specifically otherwise defined) to “affiliates” shall mean, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership of other ownership interests, by contract or otherwise. References in the Agreement to “person” shall mean an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including, without limitation, a Governmental Entity. “Antitrust Laws” means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

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Section 8.12   Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto.

Section 8.13   Specific Performance. The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties to this Agreement hereby agree that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, in addition to any other remedy to which such party may be entitled at law or in equity.

Section 8.14   Exclusive Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the exclusive venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 9.6 shall be deemed effective service of process on such party.

Section 8.15   Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Exchange Agreement to be duly executed and delivered as of the date first above written.

MOTIENT CORPORATION
By:
	Christopher Downie
	Executive Vice President and Chief Operating Officer

MVH HOLDINGS INC.
By:
Name:	Christopher Downie
Title:	Executive Vice President

[Signature Page to Exchange Agreement]

HOLDER

By:

Name:

Title:

 

[Signature Page to Exchange Agreement]

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 (No. 333-                ) and the related prospectus of Motient Corporation and Subsidiaries of our report dated March 30, 2006 with respect to the financial statements of Motient Corporation, Motient Corporation’s management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Motient Corporation included in its Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission. We also consent to the reference to us under the headings “Experts” and “Summary Financial Data” in such Prospectus. However, it should be noted that Friedman LLP has not prepared or certified such “Summary Financial Data.”

/s/ FRIEDMAN LLP

East Hanover, New Jersey

August 7, 2006

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-3 (No. 333-           ) and the related prospectus, of our report dated June 2, 2005, relating to the financial statements of TerreStar Networks Inc. We also consent to the reference to us under the headings “Experts” and “Summary Financial Data” in such Prospectus. However, it should be noted that Friedman LLP has not prepared or certified such “Summary Financial Data.”

/s/ FRIEDMAN LLP

East Hanover, New Jersey

August 7, 2006

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Motient Corporation for the registration of 4,119,386 shares of its common stock and to the incorporation by reference therein of our report dated February 22, 2006, with respect to the consolidated financial statements of Mobile Satellite Ventures LP included in Motient Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

McLean, Virginia

August 4, 2006