RESTATED

 

                          CERTIFICATE OF INCORPORATION

 

                                       OF

 

                               MOTIENT CORPORATION

 

 

                  Motient Corporation, a corporation organized and existing

under the laws of the State of Delaware (the "Corporation"), hereby certifies as

follows:

 

         1.       The  Corporation  was  originally   incorporated   under  the

name  "American  Mobile  Satellite Consortium, Inc."  The present name of the

Corporation is "Motient Corporation."

 

         2.       The original  Certificate  of  Incorporation  of the

Corporation  was filed in the office of the Secretary of State of the State of

Delaware on May 3, 1988.

 

         3.       The text of the Certificate of Incorporation  is hereby

restated,  integrated and further amended to read in its entirety as set

follows:

 

 

Article 1.        NAME

 

                  The name of this corporation is Motient Corporation (the

"Corporation").

 

 

Article 2.        REGISTERED OFFICE AND AGENT

 

                  The address of the registered office of the Corporation in the

State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City

of Wilmington, County of New Castle, and the name of its registered agent at

that address is The Corporation Trust Company.

 

 

Article 3.        PURPOSE AND POWERS

 

                  The purpose of the Corporation is to engage in any lawful act

or activity for which corporations may be organized under the General

Corporation Law of the State of Delaware (the "Delaware General Corporation

Law"). The Corporation shall have all power necessary or convenient to the

conduct, promotion or attainment of such acts and activities.

 

 

Article 4.        CAPITAL STOCK

 

 

         4.1.  Authorized Shares

 

                  The total number of shares of all classes of stock that the

Corporation shall have the authority to issue is One Hundred Five Million

(105,000,000), of which One Hundred Million (100,000,000) 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"). The Corporation shall not issue any class

of non-voting stock.

 

 

         4.2.  Common Stock

 

                  4.2.1.Relative Rights

 

                  The Common Stock shall be subject to all of the rights,

privileges, preferences and priorities of the Preferred Stock as set forth in

the certificate of designations filed to establish the respective series of

Preferred Stock. Each share of Common Stock shall have the same relative rights

as and be identical in all respects to all the other shares of Common Stock.

 

                  4.2.2.Dividends

 

                  Whenever there shall have been paid, or declared and set aside

for payment, to the holders of shares of any class of stock having preference

over the Common Stock as to the payment of dividends, the full amount of

dividends and of sinking fund or retirement payments, if any, to which such

holders are respectively entitled in preference to the Common Stock, then

dividends may be paid on the Common Stock and on any class or series of stock

entitled to participate therewith as to dividends, out of any assets legally

available for the payment of dividends thereon, but only when and as declared by

the Board of Directors of the Corporation.

 

                  4.2.3.Dissolution, Liquidation, Winding Up

 

                  In the event of any dissolution, liquidation, or winding up of

the Corporation, whether voluntary or involuntary, the holders of the Common

Stock, and holders of any class or series of stock entitled to participate

therewith, in whole or in part, as to the distribution of assets in such event,

shall become entitled to participate in the distribution of any assets of the

Corporation remaining after the Corporation shall have paid, or provided for

payment of, all debts and liabilities of the Corporation and after the

Corporation shall have paid, or set aside for payment, to the holders of any

class of stock having preference over the Common Stock in the event of

dissolution, liquidation or winding up the full preferential amounts (if any) to

which they are entitled.

 

                  4.2.4.Voting Rights

 

                  Each holder of shares of Common Stock shall be entitled to

attend all special and annual meetings of the stockholders of the Corporation

and, share for share and without regard to class, together with the holders of

all other classes of stock entitled to attend such meetings and to vote (except

any class or series of stock having special voting rights), to cast one vote for

each outstanding share of Common Stock so held upon any matter or thing

(including, without limitation, the election of one or more directors) properly

considered and acted upon by the stockholders.

 

 

         4.3.  Preferred Stock

 

                  The Board of Directors is authorized, subject to limitations

prescribed by the Delaware General Corporation Law and the provisions of this

Restated Certificate of Incorporation, to provide, by resolution or resolutions

from time to time and by filing a certificate of designations pursuant to the

Delaware General Corporation Law, for the issuance of the shares of Preferred

Stock in series, to establish from time to time the number of shares to be

included in each such series, to fix the powers, designations, preferences and

relative, participating, optional or other special rights of the shares of each

such series and to fix the qualifications, limitations or restrictions thereof.

 

 

         4.4. Special Meetings

 

                  Special meetings of the stockholders, for any purpose or

purposes, unless otherwise prescribed by statute, may be called (a) by the Board

of Directors on its own behalf or one or more officers of the Corporation as

provided in the bylaws or (b) by stockholders of the Corporation upon the

written request of the holders of at least a majority of the securities of the

Corporation outstanding and entitled to vote generally in the election of

directors.

 

 

         4.5. Action Without a Meeting

 

                  Any action required or permitted to be taken at a

stockholders' meeting may be taken without a meeting, without prior notice and

without a vote, if the action is taken by persons who would be entitled to vote

at a meeting and who hold shares having voting power equal to not less than the

minimum number of votes of each class or series that would be necessary to

authorize or take the action at a meeting at which all shares of each class or

series entitled to vote were present and voted. The action must be evidenced by

one or more written consents describing the action taken, signed by the holders

of outstanding stock having not less than the minimum number of votes that would

be necessary to authorize or take such action at a meeting at which all shares

entitled to vote thereon were present and voted, and delivered to the

Corporation in the manner prescribed by the Delaware General Corporation Law for

inclusion in the minute book. Written notice of the action taken shall be given

in accordance with the Delaware General Corporation Law to all stockholders who

do not participate in taking the action who would have been entitled to notice

if such action had been taken at a meeting having a record date on the date that

written consents signed by a sufficient number of holders to take the action

were delivered to the Corporation.

 

 

Article 5.        BOARD OF DIRECTORS

 

 

         5.1.   Number; Election

 

                  The number of directors of the Corporation shall be such

number as from time to time shall be fixed by, or in the manner provided in, the

bylaws of the Corporation.

 

                  Except as otherwise provided by statute, this Restated

Certificate of Incorporation or the Bylaws of the Corporation, directors shall

be elected by a plurality of the votes of the shares present in person or

represented by proxy at the meeting and entitled to vote on the election of

directors. Unless and except to the extent that the bylaws of the Corporation

shall otherwise require, the election of directors of the Corporation need not

be by written ballot.

 

 

         5.2.  Management of Business and Affairs of the Corporation

 

                  The business and affairs of the Corporation shall be managed

by or under the direction of the Board of Directors. Each director of the

Corporation shall be entitled to one vote per director on all matters voted or

acted upon by the Board of Directors.

 

 

         5.3.  Vacancies; Resignation; Removal

 

                  Vacancies may be filled only by the affirmative vote of a

majority of the directors then in office, although fewer than a quorum, or by a

sole remaining director. Each director so chosen shall hold office until the

next election of directors and until such director's successor is elected and

qualified, or until the director's earlier death, resignation or removal.

 

                  A director may resign at any time upon written notice to the

Corporation, and the resignation shall take effect at the time it specifies,

without any need for acceptance by the Board of Directors. In the event that one

or more directors resigns from the Board of Directors, effective at a future

date, a majority of the directors then in office, including those who have so

resigned, shall have power to fill such vacancy or vacancies, with the vote

thereon to take effect when such resignation or resignations becomes effective.

 

 

         5.4.  Limitation of Liability

 

                  To the fullest extent permitted by the Delaware General

Corporation Law, no director of the Corporation shall be liable to the

Corporation or to any stockholder of the Corporation for monetary damages for

breach of fiduciary duty as a director. Any repeal or modification of this

Article 5.4 shall be prospective only and shall not adversely affect any right

or protection of, or any limitation of the liability of, a director of the

Corporation existing at, or arising out of facts or incidents occurring prior

to, the effective date of such repeal or modification.

 

 

Article 6.        INDEMNIFICATION

 

                  The Corporation shall indemnify all directors and officers of

the Corporation, and shall advance expenses reasonably incurred by such

directors and officers, in defending any civil, criminal, administrative or

investigative action, suit or proceeding, in accordance with and to the fullest

extent permitted by Section 145 of the Delaware General Corporation Law. Any

repeal or modification of this Article 6 shall be prospective only and shall not

adversely affect any right or protection of any person existing at, or arising

out of facts or incidents occurring prior to, the effective date of such repeal

or modification

 

 

Article 7.        COMPROMISE OR ARRANGEMENTS

 

                  Whenever a compromise or arrangement is proposed between the

Corporation and its creditors or any class of them and/or between the

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of the Corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for the Corporation under the

provisions of Section 291 of Title 8 of the Delaware Code or on the application

of trustees in dissolution or of any receiver or receivers appointed for the

Corporation under the provisions of Section 279 of Title 8 of the Delaware Code

order a meeting of the creditors or class of creditors, and/or of the

stockholders or class of stockholders of the Corporation, as the case may be, to

be summoned in such manner as the said court directs. If a majority in number

representing three-fourths in value of the creditors or class of creditors,

and/or of the stockholders or class of stockholders of the Corporation, as the

case may be, agree to any compromise or arrangement and to any reorganization of

the Corporation as a consequence of such compromise or arrangement, the said

compromise or arrangement and the said reorganization shall, if sanctioned by

the court to which the said application has been made, be binding on all the

creditors or class of creditors, and/or on all the stockholders or class of

stockholders, of the Corporation, as the case may be, and also on the

Corporation.

 

 

Article 8.        AMENDMENT OF BYLAWS

 

                  The bylaws of the Corporation may be adopted, amended or

repealed by the Board of Directors only upon the affirmative vote of at least a

majority of the directors then in office. The bylaws of the Corporation may be

adopted, amended or repealed by the stockholders of the Corporation upon the

affirmative vote of at least a majority of the quorum of the then-outstanding

shares of stock of the Corporation entitled to vote generally in the election of

directors, voting together as a single class.

 

 

Article 9.        RESERVATION OF RIGHT TO AMEND THIS RESTATED CERTIFICATE OF

                  INCORPORATION

 

                  The Corporation reserves the right at any time, and from time

to time, to amend, alter, change, or repeal any provision contained in this

Restated Certificate of Incorporation, and other provisions authorized by the

laws of the State of Delaware at the time in force may be added or inserted, in

the manner now or hereafter prescribed by law; and all rights, preferences, and

privileges of any nature conferred upon stockholders, directors, or any other

persons by and pursuant to this Restated Certificate of Incorporation in its

present form or as hereafter amended are granted subject to the rights reserved

in this Article 9.

 

                                      * * *

 

 

         4. Provision for the making of this Restated Certificate of

Incorporation is contained in a order of a court having competent jurisdiction

of a proceeding under Chapter 11 of Title 11 of the United States Code for the

reorganization of the Corporation.

 

 

                  IN WITNESS WHEREOF, the undersigned has, on this 1st day of

May, 2002, executed this Restated Certificate of Incorporation and

affirms, under penalties of perjury, that the statements contained herein are

true and correct and that this Restated Certificate of Incorporation of Motient

Corporation is the act and deed of Motient Corporation.

 

                                          MOTIENT CORPORATION

 

 

 

                                          By: /s/Walter V. Purnell, Jr.

                                              --------------------------

                                          Name:  Walter V. Purnell, Jr.

                                          Title: President and Chief

                                                 Executive Officer

 

 

 

MOTIENT CORPORATION

(to be renamed TERRESTAR CORPORATION)

CERTIFICATE OF AMENDMENT

TO THE

RESTATED

CERTIFICATE OF INCORPORATION

Motient Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES:

FIRST: The Corporation was originally incorporated under the name “American Mobile Satellite Consortium, Inc.” The present name of the Corporation is Motient Corporation.

SECOND: That the Board of Directors duly adopted resolutions proposing to amend the Corporation’s Restated Certificate of Incorporation (the “Certificate”) as follows 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 consent of the stockholders therefor; and

THIRD: That the following amendment was duly adopted and approved by the required percentage of stockholders of the Corporation at the Corporation’s meeting of stockholders on July 12, 2007:

Article I of the Certificate is amended and restated to read in its entirety as follows:

“The name of this corporation is TerreStar Corporation (the “Corporation”).”

IN WITNESS WHEREOF, the undersigned officer has executed this Certificate of Amendment to the Restated Certificate of Incorporation of Motient Corporation (renamed TerreStar Corporation) this 10th day of August, 2007.

 

By:

 

/s/    ROBERT H. BRUMLEY        

 

Robert H. Brumley

 

President and Chief Executive Officer