EXHIBIT 10.8.1
SATCOM INTERNATIONAL GROUP PLC
CONTRIBUTION AGREEMENT
This Agreement is made and entered into as of February 17, 2004, by and between
ORBCOMM Inc., a Delaware corporation (the "Company"), Satcom International Group
plc, a public limited company organized under the laws of England and Wales
("Satcom"), Don Franco ("DF"), Nancy Franco ("NF" and, together with DF,
"Franco"), Jerome B. Eisenberg ("Eisenberg"), and Europa Holdings Limited
("Europa" and, together with Franco and Eisenberg, the "Contributors").
RECITALS
WHEREAS, the Contributors own the securities and instruments issued
by Satcom and have the claims against Satcom set forth on Schedule 3.03 and
3.04;
WHEREAS, pursuant to the Stock Purchase Agreement (as defined
herein), it is a condition to the financing of the Company that the Contributors
transfer their interests in Satcom to the Company;
In consideration of the mutual representations, warranties, covenants and
agreements, and upon the terms and subject to the conditions hereinafter set
forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the following terms have the meanings specified
or referred to in this Article I:
"Agreement" - this Agreement, as the same may be amended, modified or
supplemented from time to time in accordance with its terms.
"Encumbrance" - any mortgage, charge, claim, condition, equitable interest,
lien, option, security interest, right of first refusal or restriction of any
kind, including any restriction on use, voting, transfer, receipt of income, or
exercise of any other attribute of ownership.
"Excluded Satcom Interests" - 1,000 Ordinary Shares owned by DF and 1,000
Ordinary Shares owned by Europa.
"Governmental Entity" - any: (i) federal, state, local, foreign or international
government; (ii) court, arbitral or other tribunal or governmental or
quasi-governmental authority of any nature (including any governmental agency,
political subdivisions,
instrumentalities, branch, department, official, or entity); or (iii) body
exercising, or entitled to exercise, any administrative, executive, judicial,
legislative, police, regulatory, or taxing authority or power of any nature
pertaining to government.
"Laws" - means all laws, principles of common law, statutes, constitutions,
treaties, rules, regulations, ordinances, codes, rulings, Orders and
determinations of all Governmental Entities.
"Order" - any award, decision, stipulation, injunction, judgment, order, ruling,
subpoena, writ, decree or verdict entered, issued, made or rendered by any
Governmental Entity.
"Ordinary Shares" - means the ordinary shares of Satcom, nominal value
(pound)1.00 per share.
"Person" - any individual, sole proprietorship, firm, corporation (including any
non-profit corporation and public benefit corporation), general or limited
partnership, limited liability partnership, joint venture, limited liability
company, estate, trust, association, organization, labor union, institution,
entity or Governmental Entity, including any successor (by merger or otherwise)
of such entity.
"Preferred Shares" - the Series A Convertible Redeemable Preferred Stock of the
Company.
"Satcom Convertible Notes" - means the outstanding convertible notes, plus
accrued interest thereon, of Satcom as set forth on Schedule 3.03.
"Satcom Demand Notes" - means the outstanding demand notes, plus accrued
interest thereon, of Satcom as set forth on Schedule 3.03.
"Satcom Interests" - means, for each Contributor, the Ordinary Shares, Satcom
Convertible Notes and Satcom Demand Notes owned by or the Satcom Obligations
owed to such Contributor as set forth on Schedules 3.03 and 3.04, other than the
Excluded Satcom Interests, and, in the case of Eisenberg, no less than 85% of
the Ordinary Shares owned by Europa Holdings Limited.
"Satcom Obligations" - means the obligations of Satcom for unpaid compensation
and certain other payables set forth on Schedule 3.04.
"Stock Purchase Agreement" - means the Stock Purchase Agreement, dated February
17, 2004 entered into among the Company, ORBCOMM LLC, and the investors listed
therein.
"to the knowledge" - means, with regard to a Person that is an entity, the
actual knowledge of the executive officers of such Person after reasonable
inquiry or, with regard to an individual, the actual knowledge of such
individual, after reasonably inquiry.
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ARTICLE II
CONTRIBUTION AND CLOSING
2.01 Contribution of Membership Interests. Upon the Closing (as
defined below), subject to the terms and provisions of this Agreement, the
Contributors shall each contribute and assign all of their right, title and
interest in and to their respective Satcom Interests to the Company, except for
the Excluded Satcom Interests. In exchange for such contribution, at the
Closing, the Company will issue and deliver to the Contributors the number of
Preferred Shares set forth opposite such Contributor's name on Schedule 2.01
(which Preferred Shares shall equal an aggregate of 620,000 Preferred Shares).
2.02 Closing. The closing (the "Closing") of the transactions
contemplated by this Agreement (the "Transaction") will take place at the
offices of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York City, on the
earlier of (i) one hundred eighty (180) days from the date this Agreement was
signed by the Company or (ii) the satisfaction of the conditions set forth in
Article 5 hereof, or such other date as the parties may agree. Notwithstanding
the foregoing, if the conditions set forth in Article V hereof have not been
satisfied within one hundred eighty (180) days from the date of this Agreement,
the Company may elect, in its sole discretion, to reduce the number of Ordinary
Shares being purchased from the Contributors as deemed appropriate by the
Company; provided, however, that any such reduction shall not affect the
consideration payable hereunder. The Company may, in its sole discretion, extend
such period to two hundred seventy (270) days after the date of this Agreement
by providing written notices to Satcom and the Contributors
2.03 Deliveries. (a) At the Closing, the Contributors shall deliver
to the Company:
(i) original versions of the share certificates representing the
Ordinary Shares owned by the Contributors and original versions of the Satcom
Convertible Notes and Satcom Demand Notes owned by the Contributors (other than
the Excluded Satcom Interests);
(ii) duly executed transfer forms for the Ordinary Shares (other
than the Excluded Satcom Interests) owned by the Contributors in favor of the
Company (or as the Company may direct), together with any power of attorney
under which any transfer is executed on behalf of a Contributor;
(iii) such waivers or consents as the Company may reasonably require
to be signed by the Contributors to enable the Company or its nominee to be
registered as a holder of the Ordinary Shares owned by the Contributors; and
(iv) duly executed forms of assignment of the Satcom Convertible
Notes owned by the
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Contributors and the Satcom Demand Notes owned by the Contributors which
comprise the Satcom Interests in such form as the Company shall reasonably
require.
(b) Upon signing this Agreement, the Contributors shall cause Chadbourne &
Parke, a multinational partnership, special counsel to Satcom, to deliver a
legal opinion to the Company as to certain matters in form and content
satisfactory to the Company and its counsel.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS
Each of Satcom and the Contributors hereby jointly and severally represent and
warrant to the Company as follows:
3.01 Organization and Good Standing. Satcom is a public limited
company, duly formed, validly existing and in good standing under the laws of
England and Wales and has all requisite power and authority (corporate or
otherwise) to conduct its business in the manner in which it is presently being
conducted.
3.02 Organization Documents. Attached as Exhibit A is a true and
complete copy of the Articles of Association and Memorandum of Association of
Satcom, each as amended to the date hereof and as currently in effect. Other
than the documents attached hereto as Exhibit A, there are no other documents
governing the organization or operation of Satcom.
3.03 Capitalization. (a) The authorized capital stock of Satcom
consists of 70,120 ordinary shares, nominal value of (pound)1.00 per share (the
"Ordinary Shares"), of which 70,120 Ordinary Shares are issued and outstanding
as of the date hereof. Except for the Satcom Convertible Notes set forth on
Schedule 3.03, there are no bonds, debentures, notes or other indebtedness of
Satcom convertible into, or exchangeable for, securities having the right to
vote on any matters on which any shareholders of Satcom may vote. Except for the
Satcom Convertible Notes set forth on Schedule 3.03, the Satcom Demand Notes set
forth on Schedule 3.03, the Satcom Obligations set forth on Schedule 3.04 and
Satcom's obligations as set forth on the Latest Balance Sheet (as defined
below), Satcom has no material liabilities or obligations. Except as set forth
above, there are no securities, options, warrants, calls, rights or other
contracts, including, without limitation, stock appreciation rights, "phantom"
stock or similar plans or rights, obligating Satcom to issue, deliver or sell,
or cause to be issued, delivered or sold, additional Ordinary Shares or other
securities of Satcom. There are no rights or contracts (i) to repurchase, redeem
or otherwise acquire any Ordinary Shares or other securities of Satcom, (ii)
requiring Satcom to vote or to dispose of any Ordinary Shares or (iii) other
than the Satcom Convertible Notes, providing any person or entity the right to
acquire any Ordinary Shares or other securities of Satcom either from Satcom or
any other person or entity, including, without limitation, pursuant to a right
of first refusal.
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3.04 Ownership of Interests.
(a) Each of the Contributors is the record and beneficial owner of
the Ordinary Shares, Satcom Convertible Notes and Satcom Demand Notes set forth
opposite their names on Schedule 3.03, free and clear of all liens and
encumbrances. Franco and Eisenberg are owed the Satcom Obligations as set forth
on Schedule 3.04. Each of the Contributors further represents and warrants to
the Company that the securities and obligations set forth opposite his, her or
its name on Schedule 3.03 and 3.04 constitute all of his, her or its holdings of
debt or equity securities or other obligations of Satcom. Each of the
Contributors further represents and warrants to the Company that the securities
and obligations set forth opposite the Contributors' names on Schedule 3.03 in
the aggregate constitute a majority of the outstanding voting securities of
Satcom and a majority of the outstanding debt of Satcom as of the date hereof.
(b) The sale and delivery of the Satcom Interests to the Company
pursuant to Article II hereof will vest in the Company all right, title and
interest in and to such Satcom Interests, free and clear of all Encumbrances
(other than Encumbrances created or suffered by the Company).
(c) The execution, delivery and performance of this Agreement by
each of Satcom and the Contributors will not, with or without the giving of
notice or lapse of time or both, (i) violate, conflict with or result in a
breach of any provision of the organizational documents of Satcom; (ii) require
any permit or consent of any Governmental Entity; (iii) violate or conflict with
any Law or Order applicable to Satcom or the Contributors; or (iv) violate,
conflict with or result in a default under any of the terms, conditions or
provisions of any agreement to which Satcom or any of the Contributors is a
party or by which the Satcom Interests are bound.
3.05 Due Authorization; Enforceability. Each of Satcom and the
Contributors has all requisite power and authority (corporate or otherwise) to
execute, deliver and perform this Agreement and the Transaction. The execution,
delivery and performance of this Agreement, and the consummation of the
Transaction by the Contributors have been duly authorized by all necessary or
appropriate action (corporate or otherwise) and no additional proceedings
(corporate or otherwise) are necessary to authorize this Agreement or to
consummate the Transaction.
3.06 Financial Statements. (a) The Contributors have delivered to
the Company true and correct copies of (i) a balance sheet of Satcom as of
December 31, in each of the years 2001 and 2002, together with statements of
profit and loss and cash flow, including, in each case, the notes thereto and
the reports of PJW Accounting Limited, registered accountants, and (ii) an
unaudited balance sheet of Satcom as of December 31, 2003 (the "Latest Balance
Sheet"), together with a statement of profit and loss (collectively, the
"Financial Statements").
(b) The Financial Statements were prepared from and in accordance
with the books and records of Satcom in accordance with generally accepted
accounting principals in England ("GAAP") consistently applied (except as
indicated in the notes
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thereto and with respect to the unaudited financial statement for the omission
of notes and a statement of cash flows), are true and correct and fairly present
the financial condition, results of operations and cash flow of Satcom as of and
for the periods indicated or as of the respective dates set forth therein,
subject, in the case of unaudited financial statements, to normal and recurring
year-end adjustments, the effect of which will not, individually or in the
aggregate, be materially adverse to the Company.
(c) As of the date of this Agreement, the Satcom did not have any
liabilities of a nature required by GAAP to be reflected or reserved for in a
balance sheet that were not reflected or reserved for in the Latest Balance
Sheet except (i) for liabilities incurred in the ordinary course of business
consistent with past practice since the date of the Latest Balance Sheet or (ii)
as do not exceed individually or in the aggregate, $250,000.
3.07 Material Contracts. Schedule 3.07 hereto lists all material
agreements, contracts and commitments to which Satcom is a party or its assets
bound (the "Material Contracts"). To the knowledge of Satcom and the
Contributors, each Material Contract is in full force and effect and no default
or breach by Satcom has occurred and is continuing (or to the knowledge of
Satcom and the Contributors is alleged to have occurred and be continuing) under
any such Material Contract, except, in each case, as would not have a material
adverse effect on the Company and Satcom, taken as a whole, following the
Closing.
ARTICLE IV
COVENANTS OF THE PARTIES
4.01 Conduct of Business. Prior to the Closing, the Contributors
shall cause the business of Satcom be conducted, and Satcom agrees to conduct
its business, solely in the ordinary course of business consistent with past
practice and shall not take any action or cause Satcom to take any action which
could reasonably be expected to have a material effect on the financial
condition, results of operations or assets of Satcom (unless such action is
taken with the prior written approval of the Company).
4.02 Cooperation. Satcom and each of the Contributors will cooperate
with the Company and use all commercially reasonable efforts to take all actions
and do all things necessary or advisable under this Agreement and Applicable
Laws or reasonably requested by the Company to satisfy the Closing Conditions
(as defined below).
4.03 Satcom Approvals. Prior to the Closing, the Contributors shall
procure a resolution of the board of directors of Satcom approving the
registration of the transfer of the Ordinary Shares owned by the Contributors to
the Company, subject only to such Ordinary Shares being duly stamped by or on
behalf of the Company;
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4.04 Stamp Taxes. The Company shall pay all stamp and other
transfer taxes payable in connection with the transfer of the Satcom Interests
hereunder.
4.05 Conversion of Notes; Scheme. Upon the signing of this
Agreement, Satcom, DF and Eisenberg agree to use their commercially reasonable
best efforts to cause, within 180 days following the date of this Agreement, the
conversion of all existing debt of Satcom into Ordinary Shares, first through a
negotiated conversion with the holders of such existing debt and, failing that,
through a scheme of arrangement or compromise in accordance with Section
5.1(a)(i) and/or 5.01(a)(ii) hereof. DF and Eisenberg will provide the Company
with such information as it may request from time to time regarding their
efforts to cause the conversion of existing debt of Satcom into equity interests
of Satcom.
ARTICLE V
CLOSING CONDITIONS
5.01 Subject to Article II, the Closing shall occur upon the
satisfaction of the conditions set forth in this Section 5.01 (such conditions
the "Closing Conditions").
(a) Either the condition set forth in Section 5.1(a)(i) or the
condition set forth in Section 5.01(a)(ii) shall have occurred:
(i) Satcom and the holders of at least 95% of the outstanding
aggregate principal amount, plus accrued and unpaid interest, of the Satcom
Convertible Notes, Satcom Demand Notes and Satcom Obligations shall have entered
into a definitive agreement for the conversion of such Satcom Convertible Notes,
Satcom Demand Notes and Satcom Obligations solely into Ordinary Shares; or
(ii) A Scheme of arrangement or compromise (a "SCHEME")
whether under the Companies Act 1985, the Insolvency Act 1986 or otherwise,
shall have effect as regards those of the holders of the Satcom Convertible
Notes, Satcom Demand Notes and Satcom Obligations that the Company, acting on
the advice of English legal counsel reasonably acceptable to the Company,
determines, can and should properly be, included in such a Scheme providing by
whatever means the Company considers to be (and the Court agrees is )
appropriate, for the conversion of all or some of such Satcom Convertible Notes,
Satcom Demand Notes and Satcom Obligations into ordinary shares in the Company
of such class or classes and such denomination or denominations as the Company
shall determine and whether or not such Scheme is combined with other procedures
under the Companies Act 1985, such as a reduction of capital to eliminate
losses.
(b) The Company shall have received from Satcom's legal counsel an
opinion dated the date of the Closing substantially in the form of Exhibit B
attached hereto.
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(c) The Company shall have received a certificate signed by the
President of Satcom, DF and Eisenberg certifying that the representations and
warranties of Satcom and the Contributors set forth in Sections 3.01, 3.02, 3.03
and 3.04 hereof shall be true and correct as of the date of the Closing.
(d) The Company shall received the deliveries identified in Satcom
2.03(a)(i) through (iv), fully executed by all necessary parties.
(e) The Company shall have received a resolution of the board of
directors of Satcom approving the registration of the transfer of the Ordinary
Shares owned by the Contributors (other than the Excluded Satcom Interests) to
the Company, subject only to such Ordinary Shares being duly stamped by or on
behalf of the Company.
ARTICLE VI
TERM
6.01 The term of this Agreement shall commence as of the date set
forth in the first paragraph of this Agreement and continue until the earlier of
(a) the Closing, or (ii) March 1, 2005; provided that the provisions of Article
VII shall survive termination of this Agreement.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.01 Survival of Representations and Covenants. The representations,
warranties and covenants of the Contributors will survive for a period of one
(1) year after the Closing. Except as set forth in Section 7.02, the liability
of the Contributors for any breach hereunder shall be limited to recourse solely
to the Preferred Shares received by the Contributor hereunder, any payments
required under the Put Agreement, and any legal fees and expenses incurred by
the Company is enforcing its rights and remedies hereunder.
7.02 Offset. In the event of a breach by the Contributors of the
representations, warranties or other provisions of this Agreement, the Company
shall be entitled to offset against any distributions to be made with respect to
the Preferred Shares transferred to the Contributors pursuant to the Agreement
the amount of the Company's damages suffered as result of such breach by one or
both of the Contributors of the representations, warranties or agreements set
forth herein.
7.03 Notices. All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given
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when (a) delivered by hand (with written or electronic confirmation of receipt),
(b) sent by facsimile (with written confirmation of receipt), provided, that a
copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
facsimile numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by notice to the other parties):
(a) If the Company:
ORBCOMM Inc.
21700 Atlantic Blvd.
Dulles, VA 20166
Attention: Don Franco
Facsimile No.: 703-433-6400
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: Alejandro San Miguel
Facsimile No.: 212-541-5369
(b) If to Satcom:
Satcom International Group Plc.
7 East Ridgewood Avenue
Paramus, NJ 07652
Attention:
Facsimile No.: 201-327-4318
(c) If to the Contributors:
to the addresses set forth on the signature pages.
7.04 Governing Law. This Agreement will be construed in accordance
with and governed by the internal laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State without regard to
conflicts of laws principles thereof.
7.05 Entire Agreement and Modification. This Agreement constitutes
a complete and exclusive statement of the terms of the agreement between the
parties with respect to the subject matter contained herein and therein and
supersede all prior agreements between the parties.
7.06 No Oral Modification. This Agreement may not be amended except
by a written agreement executed by the parties hereto. Any attempted amendment
in violation of this Section 7.05 will be void ab initio.
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7.07 Assignments, Successors, and No Third-Party Beneficiaries. No
party may assign any of its rights under this Agreement without the prior
written consent of the other parties to this Agreement; provided, however, that
no assignment will limit or affect the assignor's obligations hereunder. Subject
to the preceding sentence, this Agreement will apply to, be binding in all
respects upon, and inure to the benefit of the successors and permitted assigns
of the parties. Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the parties to this Agreement any legal
or equitable right, remedy or claim under or with respect to this Agreement.
Subject to the preceding sentence, this Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this
Agreement and their successors and assigns.
7.08 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.
7.09 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which together will be deemed to constitute one and
the same agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly authorized officers of the parties as of the date first written above.
ORBCOMM Inc. Satcom International Group plc
By: /s/ Don Franco By: /s/ Don Franco
----------------------------------- ------------------------------
Name: Don Franco Name: Don Franco
Title: co-Chief Executive Officer Title:
/s/ Jerome B. Eisenberg /s/ Don Franco
- --------------------------------------- ----------------------------
Jerome B. Eisenberg Don Franco
Address: Address:
346 Hillcrest Road 12 Hickory Hill Road
Englewood, NJ 07631 Saddle River, NJ 07458
Facsimile: 201-569-6363 Facsimile: 201-327-4318
Europa Holdings Limited
/s/ Nancy Franco
----------------------------
/s/ Jerome B. Eisenberg Nancy Franco
- ---------------------------------------
By: Jerome B. Eisenberg
Title: Address:
12 Hickory Hill Road
Address: Saddle River, NJ 07458
Facsimile: 201-327-4318
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Schedule 3.03
Capitalization
Ordinary Shares:
BENEFICIAL OWNER SHARES
- --------------------------- ---------
Europa Holdings 34,400.00
Don Franco 5,100.00
Nancy Franco 5,950.00
Eurovest Holdings Ltd. 7,716.50
AA&T Wireless Inc. 4,760.00
Wireless T1, Inc. 3,400.00
Columbus Wireless Ltd. 2,550.00
John & Mary Franco 3,783.50
William Custer 510.00
Paul Likens 1,190.00
Kenneth Rind 510.00
Winstar Communications Inc. 250.00
---------
Total: 70,120.00
---------
Convertible Notes:
BENEFICIAL OWNER PRINCIPAL AMOUNT ACCRUED INTEREST(1)
- ------------------------------ ---------------- -------------------
Northwood Ventures LLC $ 1,700,000.00 $ 1,703,343.51
Northwood Capital Partners LLC $ 300,000.00 $ 300,590.05
Don Franco $ 1,000,000.00 $ 1,060,062.78
Neil Ryan $ 100,000.00 $ 80,881.23
David Wrubel $ 100,000.00 $ 94,422.96
Joel Miller $ 100,000.00 $ 94,422.96
Hal Wilson $ 25,000.00 $ 22,511.99
-------------- ---------------
Total: $ 3,325,000.00 $ 3,356,235.48
-------------- ---------------
Demand Notes:
BENEFICIAL OWNER PRINCIPAL AMOUNT ACCRUED INTEREST(1)
- --------------------- ---------------- -------------------
Don Franco $ 5,250,800.00 $ 3,553,072.29
Cindy Eisenberg Trust $ 34,941.44 $ 46,960.44
Jerome Eisenberg $ 50,000.00 $ 55,648.97
Elliot Epstein $ 75,000.00 $ 82,629.71
Martin Honig $ 20,000.00 $ 21,178.94
Megavena $ 101,000.00 $ 112,981.08
D.B. Brooks Trust $ 50,000.00 $ 55,023.97
Foreign Mortgage $ 100,000.00 $ 97,547.95
--------------- ---------------
Total: $ 5,681,741.44 $ 4,025,043.35
--------------- ---------------
- ----------
(1) Accrued Interest as of December 31, 2003.
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Schedule 3.04
Satcom Obligations
Accrued Salary and Expenses:
INDIVIDUAL AMOUNT
- ------------------ -----------
Don Franco $657,619.00
Jerome Eisenberg $657,619.00
Walter Sonnenfeldt $602,398.88
Other Creditors:
CREDITOR AMOUNT
- --------------------------------------- -------------
SES Orbcomm Middle East, Ltd.; $5,900,000.00
CEC Bosphorus Communications, Inc.; and
Europa American Ltd.
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Schedule 3.07
Material Contracts
VARS
- - Value Added Reseller Agreement, dated October 28, 2002, with Glomoco Ltd.
- - Value Added Reseller Agreement, dated May 17, 2002, with Andronics Ltd.
SLA
- - Service License Agreement, dated January 22, 2002, with ORBCOMM LLC for the
Middle East and Central Asian Regions.
CR (where it is CR)
- - Country Representative Agreement, dated January 22, 2002, with ORBCOMM Europe
LLC for Turkey.
- - Country Representative Agreement, dated January 22, 2002, with ORBCOMM Europe
LLC for the United Kingdom.
- - Country Representative Agreement, dated January 22, 2002, with ORBCOMM Europe
LLC for the Switzerland.
- - Country Representative Agreement, dated January 22, 2002, with ORBCOMM Europe
LLC for the Republic of Ireland.
Promissory Note
- - Promissory note payable to Satcom issued by ORBCOMM Europe LLC in the amount
of 1,466,920 Euros.
Misc.
- - Sale and Exchange Agreement, dated January 22, 2002, with ORBCOMM Europe LLC
and OHB System A.G.
- - Final Settlement and Release Agreement, dated May 17, 2002 with Andronic Ltd.
- - Gateway Services Agreement, dated July 8, 2003, with ORBCOMM LLC and LeoSat.
CR (Where it is granting territory)
- - Country Representative Agreement, dated July 8, 2003, with Eurasia Telnet
Services LLP for Kazakhstan, Uzbekistan, Tajikistan, Turkmenistan and
Kyrgyzstan.
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Exhibit A
Articles of Association and Memorandum of Association
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Exhibit B
Form of Legal Opinion
1. Satcom is a public limited company, duly formed, validly existing and in good
standing under the laws of England and Wales and has all requisite power and
authority (corporate or otherwise) to conduct its business in the manner in
which it is presently being conducted.
2. Attached as Exhibit A is a true and complete copy of the Articles of
Association and Memorandum of Association of Satcom, each as amended to the date
hereof and as currently in effect. Other than the documents attached hereto as
Exhibit A, there are no other documents governing the organization or operation
of Satcom.
3. Execution, delivery and performance of this Agreement (a) has been duly
authorized by all necessary corporate actions of Satcom, (b) does not and will
not violate any processor of Satcom's organizational documents, and (c) does not
and will not violate any Law applicable to Satcom.
4. Upon delivery to the Company of original version of the share certificates
representing the Ordinary Shares owned by the Contributors and duly executed
transfer forms for such Ordinary Shares in favor of the Company, no further
action will be necessary to register the transfer of such Ordinary Shares from
the Contributors to the Company on the books of Satcom.
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