EXHIBIT 4.2
ORBCOMM INC.
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made and entered
into as of February 17, 2004, by and among ORBCOMM Inc., a Delaware corporation
(the "Company"), each of the persons and entities listed on Exhibit A hereto
(each, a "Preferred Stockholder" and, collectively, the "Preferred
Stockholders") and the persons and entities listed on Exhibit B hereto (each a
"Common Stockholder" and, collectively, the "Common Stockholders").
WHEREAS, the Common Stockholders are the beneficial owners of an
aggregate of 8,486,901 shares of the Common Stock of the Company ("Common
Stock");
WHEREAS, the Preferred Stockholders are holders of all of the
Company's outstanding shares of Series A Preferred Stock (the "Preferred
Stock");
WHEREAS, the parties desire to enter into this Agreement in order to
protect the management and control of the Company.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree hereto as follows:
1. Definitions.
1.1 "Affiliates" shall mean, with respect to any Person, any Person
which, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such Person or any Affiliate of
such Person, including, without limitation, any partner, officer, director,
member or employee of such Person and any venture capital fund now or hereafter
existing which is controlled by or under common control with one or more general
partners or shares the same management company with such Person.
1.2 "Common Stock Equivalents" shall mean the Common Stock and shares
of Common Stock issued or issuable upon conversion of the Preferred Stock or
exercise of any option, warrant or other security or right of any kind
convertible into or exchangeable for Common Stock; provided that, for purposes
of calculating a Stockholder's pro rata participation rights pursuant to this
Agreement, the Common Stock Equivalents held by a Stockholder shall include the
number of Common Stock Equivalents of the Company held by Orbcomm Asset Holdings
allocable to such Stockholder, if any, based on the number of shares of fully
paid capital stock of Orbcomm Asset Holdings held by such Stockholder.
1.3 "Common Stockholders" shall have the meaning given in the first
paragraph hereof, but shall also include their Permitted Transferees and Persons
required to become additional parties to this Agreement pursuant to Section 8,
and Trust Beneficiaries upon distribution of the Common Stock held by the Trust.
1.4 "Holdings" shall mean ORBCOMM Holdings LLC, a Delaware limited
liability company.
1.5 "Members of Holdings" shall mean the holders of membership
interests in Holdings.
1.6 "Notice of Transfer" shall mean a written notice which shall (i)
specifically identify the Third Party to whom a Stockholder proposes to Transfer
Shares pursuant to a bona fide Third Party Offer, (ii) include a copy of such
Third Party Offer and (iii) be irrevocable for at least the applicable notice
periods set forth in Articles 3 and 4.
1.7 "Offered Shares" shall mean the Shares proposed to be Transferred
to a Third Party by a Stockholder pursuant to a Notice of Transfer.
1.8 "Orbcomm Asset Holdings" means Orbcomm Asset Holdings Ltd., a
Cayman Islands limited company.
1.9 "Permitted Transferees" shall mean, in the case of a Stockholder
that is a natural person, the spouse (including widow) or issue of the
Stockholder, a trust that benefits the Stockholder and/or his spouse (including
widow), issue or a charity or any Person controlled by such a trust or an entity
controlled directly or indirectly by the Stockholder (including individual
retirement accounts).
1.10 "Person" shall mean a natural person, corporation, limited
partnership, general partnership, joint stock company, joint venture,
association, company, trust, bank, trust company, and trust, business trust or
other organization, whether or not a legal entity, or a government or agency or
any political subdivision thereof.
1.11 "Shares" shall mean shares of voting capital stock of the
Company.
1.12 "Stockholder" shall mean the Common Stockholders and Preferred
Stockholders.
1.13 "Third Party" shall mean a reputable offeror, who shall not be an
Affiliate of the Stockholder proposing to Transfer Shares, who has adequate
financial resources to purchase the relevant Offered Shares.
1.14 "Third Party Offer" shall mean a bona fide written offer by a
Third Party to purchase all or a portion of a Stockholder's Shares, which notice
shall specify the terms and conditions of the proposed Transfer, including (i)
the name and address of the Third Party, (ii) the manner in which a disposition
is proposed to be made, (iii) the price or consideration (which shall be cash or
indebtedness) at which and the form in which the proposed Transfer is to be
made, and (iv) all material terms and conditions of and to the Transfer.
1.15 "Transfer" shall mean any sale, assignment, encumbrance,
hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or
descent, or other transfer or disposition of any kind, including, but not
limited to, transfers to receivers, levying creditors, trustees or receivers in
bankruptcy proceedings or general assignees for the benefit of creditors,
whether voluntary or by operation of law, directly or indirectly, of any of the
Shares held by a Stockholder.
1.16 "Trust" shall mean the Liquidating Trust of OBRCOMM Global L.P.,
formerly a Delaware limited partnership.
1.15 "Trust Beneficiaries" shall mean the beneficiaries of the Trust.
2. Restriction on Transfers of Shares.
2.1 Notwithstanding anything in this Agreement to the contrary, unless
approved by the parties necessary to amend this Agreement, no Stockholder shall
Transfer any Shares for a period of three years from the date of this Agreement.
Except as expressly permitted by Sections 3, 4, 5 or 6 hereof, each Stockholder
agrees that it will not directly or indirectly, Transfer any Shares or any
interest therein or enter into any commitment to do any of the foregoing without
the prior written consent of the Company. The Company agrees not to record any
Transfer of Shares unless such Transfer has been completed in compliance with
the provisions set forth in this Agreement. Notwithstanding the three (3)-year
restriction on transfers, the parties agree that (a) a distribution or transfer
of Common Stock by the Trust to the Trust Beneficiaries shall be permitted
without such approval and, upon such distribution or transfer, the Trust
Beneficiaries will be bound by the terms of this Agreement and will have all of
the rights, benefits and obligations of this Agreement as if they had been
original signatories and (b) a distribution or transfer of Common Stock by
Holdings to the Members of Holdings shall be permitted without such approval
provided that each of the Members of Holdings has executed a counterpart of this
Agreement prior to the date of such distribution or transfer, and, upon such
distribution or transfer, each Member of Holdings will be bound by the terms of
this Agreement and will have all of the rights, benefits and obligations of this
Agreement as if they had been original signatories. For the avoidance of doubt,
the foregoing three year period shall begin on the date of this Agreement for
any transferee that is a Trust Beneficiary or a Member of Holdings, without
reference to the ownership period of any such transferee. The Company agrees to
record any transfer or distribution of Common Stock from the Trust to the Trust
Beneficiaries and any transfer or distribution of Common Stock from Holdings to
the Members of Holdings made in accordance with the terms of this Agreement.
2.2 Orbcomm Asset Holdings hereby irrevocably assigns its rights of
refusal and tag-along rights under this Agreement to the Stockholders who are
members of Orbcomm Asset Holdings in proportion to their fully paid membership
interests in Orbcomm Asset Holdings, which are set forth on Exhibit C hereto.
The foregoing assignment shall not affect the enforceability of the other
provisions of this Agreement as to Orbcomm Asset Holdings, and Orbcomm Asset
Holdings, and its Shares, shall remain subject to the restrictions on Transfer,
the Drag-Along provision, and other provisions of this Agreement.
Notwithstanding any provision of this Agreement to the contrary, the provisions
of Section 5.1 of this Agreement relating to Exempt Transfers shall not apply to
Orbcomm Asset Holdings.
3. Right of First Refusal.
3.1 Transfers by Common Stockholders. (i) In connection with a
proposed Transfer of Shares by a Common Stockholder (the "Selling Common
Stockholder"), the Selling Common Stockholder shall first deliver to the
Company, the other Common Stockholders (the
"Other Common Stockholders") and the Preferred Stockholders a Notice of Transfer
offering to the Company, the Other Common Stockholders and the Preferred
Stockholders all of the Offered Shares on the terms and conditions specified in
the Notice of Transfer and in the manner set forth in this Section 3.
(ii) The Company shall have the first right and option for a period of
twenty (20) days after delivery to it of the Notice of Transfer to accept any or
all of the Offered Shares on the terms and conditions specified in the Notice of
Transfer. The Company may exercise its option by delivering to the Selling
Common Stockholder prior to the expiration of such twenty (20) day period a
written notice specifying the number of Offered Shares which the Company has
elected to purchase. If the Company elects to purchase less than all of the
Offered Shares, the Company shall deliver, within two (2) days after termination
of such twenty (20) day period, a written notice to the Other Common
Stockholders and the Preferred Stockholders indicating the number of Offered
Shares which the Company has elected to purchase.
(iii) The Other Common Stockholders shall thereafter have the second
right and option for a period of ten (10) days after delivery to them of such
notice from the Company to elect to purchase any or all of the Offered Shares
which the Company did not elect to purchase on the terms and conditions
specified in the Notice of Transfer. The Offered Shares which the Company did
not elect to purchase shall be allocated among the Other Common Stockholders on
a pro rata basis, based on the Common Stock Equivalents held by each Other
Common Stockholder. Each of the Other Common Stockholders may exercise its
option by delivering a written notice to the Company and the Selling Common
Stockholder prior to the termination of such ten (10) day period specifying the
number of the remaining Offered Shares such Other Common Stockholder has elected
to purchase. In the event that one or more Other Common Stockholders do not
elect to purchase all of the Offered Shares allocated to them, Other Common
Stockholders who have elected to purchase their full allocation within the ten
(10) day period shall have an additional option, for a period of five (5) days
next succeeding the expiration of the ten (10) day period, to purchase all or
any part of the balance of such remaining Offered Shares on the terms and
conditions set forth in the Notice of Transfer, which option shall be exercised
by the delivery of written notice to the Company and the Selling Common
Stockholder prior to the termination of such five (5) day period specifying the
number of additional Offered Shares such Other Common Stockholder has elected to
purchase. In the event there are two or more such Other Common Stockholders that
choose to exercise the last-mentioned option for a total number of remaining
Offered Shares in excess of the number available, the remaining Offered Shares
available for each such Other Common Stockholder's option shall be allocated to
such Other Common Stockholder pro rata based on the number of Common Stock
Equivalents owned by the Other Common Stockholders so electing. If the Company
and the Other Common Stockholders elect to purchase less than all of the Offered
Shares, the Company shall deliver, within two (2) days after the termination of
the five (5) day period discussed above, a written notice to the Preferred
Stockholders indicating the number of Offered Shares which the Company and the
Other Common Stockholders have elected to purchase.
(iv) The Preferred Stockholders shall thereafter have the third right
and option, at their sole discretion for a period of ten (10) days after
delivery to them of such notice by the Company to elect to purchase any or all
of the Offered Shares which the Company and the Other
Common Stockholders did not elect to purchase on the terms and conditions
specified in the Notice of Transfer. The Offered Shares which the Company and
the Other Common Stockholders did not elect to purchase shall be allocated among
the Preferred Stockholders on a pro rata basis, based on the Common Stock
Equivalents held by each Preferred Stockholder. Each of the Preferred
Stockholders may exercise its option by delivering a written notice to the
Company and the Selling Common Stockholder prior to the termination of such ten
(10) day period specifying the number of the remaining Offered Shares such
Preferred Stockholder has elected to purchase. In the event that one or more
Preferred Stockholders do not elect to purchase all of the Offered Shares
allocated to them, Preferred Stockholders who have elected to purchase their
full allocation within the ten (10) day period shall have an additional option,
for a period of five (5) days next succeeding the expiration of the ten (10) day
period, to purchase all or any part of the balance of such remaining Offered
Shares on the terms and conditions set forth in the Notice of Transfer, which
option shall be exercised by the delivery of a written notice to the Company and
the Selling Common Stockholder prior to the termination of such five (5) day
period specifying the number of additional Offered Shares such Preferred
Stockholder has elected to purchase. In the event that there are two or more
such Preferred Stockholders that choose to exercise the last-mentioned option
for a total number of remaining Offered Shares in excess of the number
available, the remaining Offered Shares available for each such Preferred
Stockholder's option shall be allocated to such Preferred Stockholder pro rata
based on the number of Common Stock Equivalents owned by the Preferred
Stockholders so electing. Within two (2) days following the end of such five (5)
day period, the Company shall deliver a notice to the all of the Stockholders
indicating the total number of Offered Shares which the Company, the Other
Common Stockholders and the Preferred Stockholders have elected to purchase.
3.2 Transfers by Preferred Stockholders. (i) In connection with a
proposed Transfer of Shares by a Preferred Stockholder (the "Selling Preferred
Stockholder"), the Selling Preferred Stockholder shall first deliver to the
Company, the other Preferred Stockholders (the "Other Preferred Stockholders")
and the Common Stockholders a Notice of Transfer offering to the Company, the
Other Preferred Stockholders and the Common Stockholders all of the Offered
Shares on the terms and conditions specified in the Notice of Transfer and in
the manner set forth in this Section 3.
(ii) The Company shall have the first right and option for a period of
twenty (20) days after delivery to it of the Notice of Transfer to accept any or
all of the Offered Shares on the terms and conditions specified in the Notice of
Transfer. The Company may exercise its option by delivering to the Selling
Preferred Stockholder prior to the expiration of such twenty (20) day period a
written notice specifying the number of Offered Shares which the Company has
elected to purchase. If the Company elects to purchase less than all of the
Offered Shares, the Company shall deliver, within two (2) days after termination
of such twenty (20) day period, a written notice to the Other Preferred
Stockholders and the Common Stockholders indicating the number of Offered Shares
which the Company has elected to purchase.
(iii) The Other Preferred Stockholders shall thereafter have the
second right and option for a period of ten (10) days after delivery to them of
such notice from the Company to elect to purchase any or all of the Offered
Shares which the Company did not elect to purchase on the terms and conditions
specified in the Notice of Transfer. The Offered Shares which the
Company did not elect to purchase shall be allocated among the Other Preferred
Stockholders on a pro rata basis, based on the Common Stock Equivalents held by
each Other Preferred Stockholder. Each of the Other Preferred Stockholders may
exercise its option by delivering a written notice to the Company and the
Selling Preferred Stockholder prior to the termination of such ten (10) day
period specifying the number of the remaining Offered Shares such Other
Preferred Stockholder has elected to purchase. In the event that one or more
Other Preferred Stockholders do not elect to purchase all of the Offered Shares
allocated to them, Other Preferred Stockholders who have elected to purchase
their full allocation within the ten (10) day period shall have an additional
option, for a period of five (5) days next succeeding the expiration of the ten
(10) day period, to purchase all or any part of the balance of such remaining
Offered Shares on the terms and conditions set forth in the Notice of Transfer,
which option shall be exercised by the delivery of written notice to the Company
and the Selling Preferred Stockholder prior to the termination of such five (5)
day period specifying the number of additional Offered Shares such Other
Preferred Stockholder has elected to purchase. In the event there are two or
more such Other Preferred Stockholders that choose to exercise the
last-mentioned option for a total number of remaining Offered Shares in excess
of the number available, the remaining Offered Shares available for each such
Other Preferred Stockholder's option shall be allocated to such Other Preferred
Stockholder pro rata based on the number of Common Stock Equivalents owned by
the Other Preferred Stockholders so electing. If the Company and the Other
Preferred Stockholders elect to purchase less than all of the Offered Shares,
the Company shall deliver, within two (2) days after the termination of the five
(5) day period discussed above, a written notice to the Common Stockholders
indicating the number of Offered Shares which the Company and the Other
Preferred Stockholders have elected to purchase.
(iv) The Common Stockholders shall thereafter have the third right and
option, at their sole discretion for a period of ten (10) days after delivery to
them of such notice by the Company to elect to purchase any or all of the
Offered Shares which the Company and the Other Preferred Stockholders did not
elect to purchase on the terms and conditions specified in the Notice of
Transfer. The Offered Shares which the Company and the Other Preferred
Stockholders did not elect to purchase shall be allocated among the Common
Stockholders on a pro rata basis, based on the Common Stock Equivalents held by
each Common Stockholder. Each of the Common Stockholders may exercise its option
by delivering a written notice to the Company and the Selling Preferred
Stockholder prior to the termination of such ten (10) day period specifying the
number of the remaining Offered Shares such Common Stockholder has elected to
purchase. In the event that one or more Common Stockholders do not elect to
purchase all of the Offered Shares allocated to them, Common Stockholders who
have elected to purchase their full allocation with the ten (10) day period
shall have an additional option, for a period of five (5) days next succeeding
the expiration of the ten (10) day period, to purchase all or any part of the
balance of such remaining Offered Shares on the terms and conditions set forth
in the Notice of Transfer, which option shall be exercised by the delivery of a
written notice to the Company and the Selling Preferred Stockholder prior to the
termination of such five (5) day period specifying the number of additional
Offered Shares such Common Stockholder has elected to purchase. In the event
that there are two or more such Common Stockholders that choose to exercise the
last-mentioned option for a total number of remaining Offered Shares in excess
of the number available, the remaining Offered Shares available for each such
Common Stockholder's option shall be allocated to such Common Stockholder pro
rata based on the
number of Common Stock Equivalents owned by the Common Stockholders so electing.
Within two (2) days following the end of such five (5) day period, the Company
shall deliver a notice to the all of the Stockholders indicating the total
number of Offered Shares which the Company, the Other Preferred Stockholders and
the Common Stockholders have elected to purchase.
3.3 If not all of the Offered Shares are purchased pursuant to
paragraphs 3.1 and 3.2 above, the Selling Common Stockholder or Selling
Preferred Stockholder, as the case may be (such person, a "Selling
Stockholder"), may Transfer to the Third Party all of the Offered Shares not
purchased pursuant to paragraphs 3.1 and 3.2 above, at a purchase price not less
than the price and on terms and conditions no more favorable to the Third Party
than the purchase price, terms and conditions set forth in the applicable Notice
of Transfer at any time within the one hundred twenty (120) day period following
the expiration of the applicable acceptance periods provided in paragraph 3.1 or
3.2 above, subject to the rights of the Stockholders (other than the Selling
Stockholder) set forth in Section 4 hereof. In the event the Selling Stockholder
does not Transfer to the Third Party within such one hundred twenty (120) day
period, the right of such Selling Stockholder to Transfer the Offered Shares
shall terminate and the obligations of this Section 3 shall be reinstated with
respect to the Offered Shares.
3.4 Transfers, if any, of Offered Shares to any Stockholders pursuant
to the terms of paragraph 3.1 or 3.2 above shall be made at the registered
office of the Company (or such other place as the Company may designate in
writing upon three (3) days notice) on a mutually satisfactory business day
within fifteen (15) days after the expiration of the applicable acceptance
period provided for in paragraph 3.1 or 3.2. Delivery of certificates and duly
executed instruments of transfer of the Offered Shares shall be made on such
date against payment of the purchase price therefor, which shall be made in
accordance with the terms and conditions of the Notice of Transfer. If a Selling
Stockholder shall fail or refuse to Transfer any Shares to a purchaser as
required hereunder, the Company may authorize any person to execute and deliver
on his or its behalf the necessary Transfer documents. The Company may receive
the purchase money in trust for the Selling Stockholder and cause the purchaser
to be registered as the holder of the relevant Shares. The receipt by the
Company of the purchase money shall be a good discharge to the purchaser (who
shall not be bound to see to the application thereof). The Company shall not be
obliged to earn or pay interest on any money received by it on behalf of a
Selling Stockholder.
4. Tag-Along Right.
4.1 Tag-Along Rights on Transfers of Common Stock. (i) In the event
that the Company, the Other Common Stockholders and the Preferred Stockholders
do not exercise their options to purchase all of the Selling Common
Stockholder's Offered Shares, such Selling Common Stockholder shall offer each
Other Common Stockholder and each Preferred Stockholder (collectively, the
"Remaining Stockholders"), the opportunity to require that the Transfer by the
Selling Common Stockholder be conditioned upon the Third Party purchasing from
such Remaining Stockholder and from the Selling Common Stockholder a pro rata
portion of each such Stockholder's Shares, based upon the number of Common Stock
Equivalents owned by the Selling Common Stockholder and all Remaining
Stockholders exercising rights pursuant to this paragraph 4.1 (a "Tag-Along
Sale"). The Remaining Stockholders may exercise this right
by delivering to the Company and the Selling Common Stockholder a Tag-Along
Notice in accordance with paragraph 4.1(ii) below. The Remaining Stockholders
delivering such a notice are hereinafter referred to as the "Tag-Along
Stockholders." In connection with a Tag-Along Sale, (i) the only
representations, warranties and covenants which any Tag-Along Stockholder shall
be required to make in connection with any Transfer are representations and
warranties with respect to its own ownership of the Shares to be sold by it and
its ability to convey title thereto free and clear of liens, encumbrances or
adverse claims, its due organization (if applicable), its due authorization,
execution and delivery of definitive purchase agreements (if applicable),
enforceability of such purchase agreement against it and no conflict of it with
such purchase agreement, and (ii) the liability of the Tag-Along Stockholder
with respect to any representation and warranty made in connection with any
Transfer is the several liability of such Tag-Along Stockholder (and not joint
with any other person).
(ii) The Tag-Along Stockholders may exercise their rights pursuant to
clause (i) above by providing written notice (the "Tag-Along Notice") to the
Company and the Selling Common Stockholder no less than thirty (30) days after
the expiration of the final option election period in Section 3.1 above. The
Tag-Along Notice shall set forth the number of Shares each of the Tag-Along
Stockholders has elected to include in the Tag-Along Sale. The Tag-Along Notice
shall constitute the Tag-Along Stockholders' binding agreement to sell the
Shares specified in the Tag-Along Notice on the terms and conditions applicable
to the Tag-Along Sale; provided, however, that in the event there is any
material change in the terms and conditions of such Tag-Along Sale after the
Tag-Along Notice is given, then, notwithstanding anything herein to the
contrary, each Tag-Along Stockholder shall have the right to withdraw from the
Tag-Along Sale with respect to all Shares affected thereby. If the Third Party
does not consummate the purchase of all of the Shares requested to be included
in the Tag-Along Sale on the same terms and conditions applicable to the Selling
Common Stockholder, the Selling Common Stockholder shall not consummate the
Transfer of any of its Shares to the Third Party. If no Tag-Along Notice is
received by the Selling Common Stockholder prior to the end of the thirty (30)
day period specified above, the Selling Common Stockholder shall have the right
to consummate the Transfer to the Third Party, together with any Tag-Along Sale,
without the participation of such Remaining Stockholders on the terms and
conditions set forth in the Notice of Transfer and only if such sale is
consummated within the one hundred twenty (120) day period specified in Section
3.3. If the Tag-Along Sale does not occur within such one hundred twenty (120)
day period, the Shares that were subject to the Tag-Along Sale shall continue to
be subject to all of the restrictions contained in this Agreement.
(iii) On the date of the Tag-Along Sale, each Tag-Along Stockholder
shall deliver a certificate or certificates for the Shares to be sold in
connection with the Tag-Along Sale, duly endorsed for transfer, to the Third
Party in the manner and at the address specified in the Tag-Along Notice against
delivery of the purchase price therefor, which shall be in accordance with the
terms of the Notice of Transfer; provided, however, that if the Third Party
objects to the delivery of Preferred Stock in lieu of Common Stock, such
Tag-Along Stockholder delivering Preferred Stock shall convert such Preferred
Stock to Common Stock and deliver Common Stock to the Third Party. The Company
agrees to make the conversion concurrent with the actual Transfer of Shares to
the Third Party.
4.2 Tag-Along Rights on Transfers of Preferred Stock. (i) In the event
that the Company, the Other Preferred Stockholder and the Common Stockholders do
not exercise their options to purchase all of the Selling Preferred
Stockholder's Offered Shares, such Selling Preferred Stockholder shall offer
each Other Preferred Stockholder (collectively, the "Remaining Preferred
Stockholders"), the opportunity to require that the Transfer by the Selling
Preferred Stockholder be conditioned upon the Third Party purchasing from such
Remaining Preferred Stockholder and from the Selling Preferred Stockholder a pro
rata portion of each such Stockholder's Shares, based upon the number of Common
Stock Equivalents owned by the Selling Preferred Stockholder and all Remaining
Preferred Stockholders exercising rights pursuant to this paragraph 4.2 (a
"Preferred Tag-Along Sale"). The Remaining Preferred Stockholders may exercise
this right by delivering to the Company and the Selling Preferred Stockholder a
Preferred Tag-Along Notice in accordance with paragraph 4.2(ii) below. The
Remaining Preferred Stockholders delivering such a notice are hereinafter
referred to as the "Tag-Along Preferred Stockholders." In connection with a
Preferred Tag-Along Sale, (i) the only representations, warranties and covenants
which any Tag-Along Preferred Stockholder shall be required to make in
connection with any Transfer are representations and warranties with respect to
its own ownership of the shares of Preferred Stock to be sold by it and its
ability to convey title thereto free and clear of liens, encumbrances or adverse
claims, its due organization (if applicable), its due authorization, execution
and delivery of definitive purchase agreements (if applicable), enforceability
of such purchase agreement against it and no conflict of it with such purchase
agreement, and (ii) the liability of the Tag-Along Preferred Stockholder with
respect to any representation and warranty made in connection with any Transfer
is the several liability of such Tag-Along Preferred Stockholder (and not joint
with any other person).
(ii) The Tag-Along Preferred Stockholders may exercise their rights
pursuant to clause (i) above by providing written notice (the "Preferred
Tag-Along Notice") to the Company and the Selling Preferred Stockholder no less
than thirty (30) days after the expiration of the final option election period
in Section 3.2 above. The Preferred Tag-Along Notice shall set forth the number
of shares of Preferred Stock each of the Tag-Along Preferred Stockholders has
elected to include in the Preferred Tag-Along Sale. The Preferred Tag-Along
Notice shall constitute the Tag-Along Preferred Stockholders' binding agreement
to sell the shares of Preferred Stock specified in the Preferred Tag-Along
Notice on the terms and conditions applicable to the Preferred Tag-Along Sale;
provided, however, that in the event there is any material change in the terms
and conditions of such Preferred Tag-Along Sale after the Preferred Tag-Along
Notice is given, then, notwithstanding anything herein to the contrary, each
Tag-Along Preferred Stockholder shall have the right to withdraw from the
Preferred Tag-Along Sale with respect to all shares of Preferred Stock affected
thereby. If the Third Party does not consummate the purchase of all of the
shares of Preferred Stock requested to be included in the Preferred Tag-Along
Sale on the same terms and conditions applicable to the Selling Preferred
Stockholder, the Selling Preferred Stockholder shall not consummate the Transfer
of any of its shares of Preferred Stock to the Third Party. If no Preferred
Tag-Along Notice is received by the Selling Preferred Stockholder prior to the
end of the thirty (30) day period specified above, the Selling Preferred
Stockholder shall have the right to consummate the Transfer to the Third Party,
together with any Preferred Tag-Along Sale, without the participation of such
Remaining Preferred Stockholders on the terms and conditions set forth in the
Notice of Transfer and only if such sale is consummated within the one hundred
twenty (120) day period specified in
Section 3.3. If the Preferred Tag-Along Sale does not occur within such one
hundred twenty (120) day period, the shares of Preferred Stock that were subject
to the Preferred Tag-Along Sale shall continue to be subject to all of the
restrictions contained in this Agreement.
(iii) On the date of the Preferred Tag-Along Sale, each Tag-Along
Preferred Stockholder shall deliver a certificate or certificates for the shares
of Preferred Stock to be sold in connection with the Preferred Tag-Along Sale,
duly endorsed for transfer, to the Third Party in the manner and at the address
specified in the Preferred Tag-Along Notice against delivery of the purchase
price therefor, which shall be in accordance with the terms of the Notice of
Transfer.
4.3 The exercise or non-exercise of the rights of the Stockholders
hereunder to participate in one or more Transfers of a the Selling Stockholder
shall not adversely affect their rights to participate in subsequent Transfers
of Shares subject to the restrictions set forth in this Agreement.
5. Exempt Transfers.
5.1 Notwithstanding the foregoing, the restrictions on transfer,
rights of first refusal and tag-along rights set forth in Sections 2, 3 and 4 of
this Agreement shall not apply to: (i) any transfer by a Preferred Stockholder,
if an entity, to its members (or members of its members), shareholders,
partners, or any direct or indirect majority-owned subsidiary, (ii) any
Stockholder to a Permitted Transferee, or (iii) any distribution or transfer of
Common Stock by the Trust to the Trust Beneficiaries; provided that in the event
any such transfer is made to any such Person, Trust Beneficiary, or a Permitted
Transferee, (A) such Person, Trust Beneficiary, or the Permitted Transferee
shall inform the Company of such transfer or gift prior to effecting it and (B)
such Person, Trust Beneficiary, or the Permitted Transferee shall furnish the
Stockholders and the Company with a written agreement to be bound by and comply
with all provisions of this Agreement and the Registration Rights Agreement to
the same extent as the transferor. Any purported transfer in violation of this
Section 5.1 shall be void ab initio. Upon such exempt transfer, the Person,
Trust Beneficiary, or Permitted Transferee shall have all of the rights,
benefits and obligations of a Stockholder under this Agreement and the
Registration Rights Agreement.
5.2 Notwithstanding anything in this Agreement to the contrary, the
provisions of Sections 3 and 4 shall not apply to the sale of any Common Stock
pursuant to a registration statement filed with, and declared effective by, the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act").
5.3 This Agreement is subject to and shall in no manner limit any
right the Company may have to repurchase securities from any Stockholder
pursuant to a stock restriction agreement or other agreement between the Company
and such Stockholder in connection with his or her employment with the Company
or any Affiliate of the Company. In the event of a right of first refusal held
by the Company on Shares held by any Stockholder, the right of refusal and
tag-along provisions shall apply upon the expiration of the right of first
refusal held by the Company.
6. Drag-Along Rights.
6.1 (i) Each of the Stockholders agrees to hold all Shares registered
in its name or beneficially owned by it as of the date hereof and any and all
Shares legally or beneficially acquired by it after the date hereof subject to,
and to vote such Shares in accordance with, the provisions of this Section 6.
Each of the Stockholders further agrees that such Stockholder has not and shall
not enter into any Agreement (other than an amendment of this Agreement pursuant
to Section 11.2 hereof) which conflicts with the provisions of this Section 6.
(ii) In the event there shall be authorized an Approved
Transaction (as such term is defined in Section 6.2 below), each Common
Stockholder and each Preferred Stockholder shall (a) vote all of its shares of
Common Stock and Preferred Stock, as the case may be, in favor of such Approved
Transaction, to the extent a vote of the Common Stockholders and/or Preferred
Stockholders (voting either as a single class or as separate classes) is
required for the consummation of the transaction and (b) if such Approved
Transaction is a Sale Transaction (as such term is defined in Section 6.3
below), Transfer all of its shares of Common Stock and Preferred Stock, as the
case may be, to the purchaser or purchasers in such Sale Transaction upon the
terms and conditions of such Sale Transaction.
(iii) In negotiating a Sale Transaction, the Company shall
provide (A) that the only representations, warranties and covenants which the
Stockholders shall be required to make in connection with any Transfer are
representations and warranties with respect to its own ownership of its Shares
and, its ability to convey title thereto free and clear of liens, encumbrances
or adverse claims (if applicable), its due organization (if applicable), its due
authorization, execution and delivery of definitive purchase agreements (if
applicable), enforceability of such purchase agreement against it, (B) that the
liability of the Stockholders with respect to any representation and warranty
made in connection with any Transfer is the several liability of such
Stockholders (and not joint with any other person) and (C) none of the
Stockholders shall be required to provide any indemnification to anyone in
connection with the transaction (other than indemnification for damages
resulting from the breach of any representations or warranties made by such
Stockholders); provided, however, that the foregoing shall not limit the
obligations of the Stockholders, and such Stockholders hereby expressly agree to
be bound by and subject to, any escrow or other holdback arrangement (on a pro
rata basis on the number of Common Stock Equivalents sold by such Stockholders
in such transaction) provided for in the transaction documents for such
transaction.
(iv) Each Stockholder hereby grants to the Chief Executive
Officer of the Company or other person appointed by the Board an irrevocable
proxy, coupled with an interest, to vote such Shares in accordance with this
Section 6, and hereby appoints the Chief Executive Officer or such other
appointee, its attorney in fact, with full power and authority to take any and
all actions on such Stockholder's behalf as may be necessary to approve and
consummate transactions approved pursuant to this provision in the event that
such party fails or refuses to vote or sell its Shares as required by this
Section 6.
At the closing of any Sale Transaction, each of the parties to
this Agreement shall (A) execute and deliver such instruments of conveyance and
transfer and take
such other actions, including executing any purchase agreement, merger agreement
or related documents, which the Company may reasonably request to consummate the
Sale Transaction and (B) deliver, against receipt of the consideration payable
in such transaction, certificates representing the Shares which such party holds
of record or beneficially, with all endorsements necessary for transfer. In the
event that any Stockholder fails or refuses to comply with the provisions of
this Section 6, the Company and the purchaser in such transaction, at their
option, may elect to proceed with such transaction notwithstanding such failure
or refusal and, in such event and upon tender of the specified consideration to
any such party, the rights of any such party with respect to the Shares of such
party shall cease.
6.2 Approved Transaction. For purposes of this Section 6, the term
"Approved Transaction" shall mean the following:
(i) any proposed equity financing transaction, including without
limitation, the sale of Common Stock or Preferred Stock of the Company for
consideration per share less than the Series A Conversion Price (as defined in
the Company's Amended and Restated Certificate of Incorporation) in effect
immediately prior to such financing, and, if required in connection with such
financing transaction, an increase in the authorized number of shares of the
Company's capital stock in connection with such proposed financing transaction;
provided, however, that the terms of such proposed equity financing transaction
shall have been approved by a majority of the Board of Directors of the Company;
or
(ii) a Sale Transaction.
6.3 Sale Transaction. For purposes of this Section 6, the term "Sale
Transaction" shall mean:
(i) a proposed sale, transfer or other disposition of all or
substantially all of the assets and properties of the Company to, or the
proposed entry into any merger or consolidation agreement with, any Third Party,
whether in a single transaction or series of related transactions, which results
in the holders of the outstanding voting power of the Company immediately prior
to such transaction or series of transactions owning less than a majority of the
outstanding voting securities in the continuing or surviving company or entity
following such transaction or transactions; provided, however, that such
transaction, (A) if the sale price or transaction value is based on a valuation
of the the Company, taken as a whole, of less than $85 million, the transaction
shall have been approved by a majority of the Board of Directors of the Company
and the holders of no less than a majority of the Preferred Stock or (B) if the
sale price or transaction value is based on a valuation of the Company, taken as
a whole, of equal to or greater than $85 million, the transaction shall have
been approved by a majority of the Board of Directors including no less than two
directors elected by the holders of the Common Stock; or
(ii) a proposed sale, transfer or exchange of all of the
Company's outstanding capital stock to a Third Party, whether in a single
transaction or series of related transactions, for cash or, in the case of a
stock-for-stock transaction, which results in the holders of the outstanding
voting power of the Company immediately prior to such transaction or series of
transactions owning less than a majority of the outstanding voting securities
for the election of
directors in the continuing or surviving company or entity following such
transaction or transactions; provided, however, that such transaction, (A) if
the sale price or transaction value is based on a valuation of the Company,
taken as a whole, of less than $85 million, the transaction shall have been
approved by a majority of the Board of Directors of the Company and the holders
of no less than a majority of the Preferred Stock or (B) if the sale price or
transaction value is based on a valuation of the Company, taken as a whole, of
equal to or greater than $85 million, the transaction shall have been approved
by a majority of the Board of Directors of the Company and the holders of a
majority of the outstanding voting shares of the capital stock of the Company,
including the holders of a majority of the outstanding Common Stock.
7. Additional Transfer Limitations.
7.1 Legend. Each certificate representing Shares now or hereafter
owned by a Stockholder or issued to any person in connection with a transfer
permitted hereunder shall be endorsed with the following legend:
"THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN
STOCKHOLDERS AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE COMPANY AND
CERTAIN HOLDERS OF STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY."
7.2 Stop Transfer. The Stockholders agree that the Company may
instruct its transfer agent to impose transfer restrictions on the shares
represented by certificates bearing the legend referred to in Section 7.1 above
to enforce the provisions of this Agreement and the Company agrees to promptly
do so. The legend shall be removed upon termination of this Agreement.
8. Additional Parties. The Company and the Stockholders agree that, as
a condition to the issuance, sale or transfer of Shares to any Person, the
Company and the Stockholders, as appropriate, will require that such Person
execute a counterpart of this Agreement as a "Stockholder" and such Person's
shares of capital stock shall thereafter constitute "Shares" for purposes of
this Agreement, unless the Board of Directors of the Company determines
otherwise.
9. Financial Statements and Other Information.
9.1 The Company shall deliver to each Stockholder holding at least
four percent (4%) of the Common Stock Equivalents then outstanding:
(i) within 90 days after the end of each fiscal year of the
Company, an audited balance sheet of the Company as at the end of such year and
audited statements of income and of cash flows of the Company for such year,
certified by certified public accountants of established national reputation
selected by the Company, and prepared in accordance with generally accepted
accounting principles consistently applied; and
(ii) within 45 days after the end of each fiscal quarter of the
Company (other than the fourth quarter), an unaudited balance sheet of the
Company as at the end of such quarter, unaudited statements of income and of
cash flows of the Company for such fiscal quarter and for the current fiscal
year to the end of such fiscal quarter and a quarterly budget and cash flow
projections used in the normal management of the Company's affairs;
(iii) within 30 days after the end of each month (other than the
last month of any fiscal quarter), an unaudited balance sheet of the Company as
at the end of such month and unaudited statements of income and of cash flows of
the Company for such month and for the current fiscal year to the end of such
month, setting forth in comparative form the Company's projected financial
statements for the corresponding periods for the current fiscal year and a
monthly budget and cash flow projections used in the normal management of the
Company's affairs;
(iv) as soon as available, but in any event 30 days prior to the
commencement of each new fiscal year, an operating plan, budget and projected
financial statements, including the Company's revenues, expenses and cash
position on a quarter-to-quarter basis, for such fiscal year;
(v) within five days after the Company learns of any material
claim or commencement of any legal or equitable proceeding, written notice of
such claim or proceeding;
(vi) within five days of discovery, notice of any material
default in any material agreement to which the Company is a party;
(vii) upon transmission, copies of all reports and communications
with any other class or series of the Company's securities, or any communication
to or from the Commission (other than Regulation D and similar routine exemption
filings); and
(viii) with reasonable promptness, such other information and
data as such Preferred Stockholder may from time to time reasonably request.
9.2 The foregoing financial statements shall be prepared on a
consolidated basis with the Company's subsidiaries. The financial statements
delivered pursuant to clauses (ii) and (iii) of Section 9.1 shall be accompanied
by a certificate of the chief financial officer of the Company stating that such
statements have been prepared in accordance with generally accepted accounting
principles consistently applied (except as noted) and fairly present the
financial condition and results of operations of the Company at the date thereof
and for the periods covered thereby.
10. Term and Termination.
10.1 Term. This Agreement shall continue in full force and effect from
the date hereof through the earliest of the following dates, on which date it
shall terminate in its entirety:
(a) the effective time of the closing of the Initial Public
Offering (as such term is defined in the Company's Registration Rights
Agreement of even date herewith); and
(b) the effective time of the closing of a sale, lease or other
disposition of all or substantially all of the Company's assets
(including the exclusive irrevocable licensing of all of the Company's
intellectual property for a third party) or the Company's merger into
or consolidation with any other corporation or other entity, or any
other corporate reorganization, in which the holders of the Company's
outstanding voting stock immediately prior to such transaction own,
immediately after such transaction, securities representing less than
fifty percent (50%) of the voting power of the corporation or other
entity surviving such transaction, provided that this Section 10.1(b)
shall not apply to a merger effected exclusively for the purpose of
changing the domicile of the Company.
11. Miscellaneous.
11.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware, without regard to principles of
conflicts of laws.
11.2 Amendment and Waiver. This Agreement may be amended or terminated
and the observance of any term of this Agreement may be waived with respect to
all parties to this Agreement (either generally or in a particular instance and
either retroactively or prospectively), with the written consent of the Company,
the holders of a majority of the Preferred Stock and the holders of a majority
of the Common Stock, provided, however (a) Exhibit A hereto may be amended by
the Company from time to time in accordance with Section 12.07 of the Preferred
Stock Purchase Agreement of even date herewith (the "Purchase Agreement") to add
information regarding Additional Investors (as defined in the Purchase
Agreement) without the consent of the other parties hereto, (b) Exhibit B hereto
may be amended by the Company from time to time to add information regarding
additional Stockholders made party to this Agreement pursuant to Section 8
hereof without the consent of the other parties hereto, and (c) this Agreement
may not be amended or terminated and the observance of any term hereunder may
not be waived with respect to any Stockholder without the written consent of
such Stockholder unless such amendment, termination or waiver applies to all
Stockholders in the same fashion (it being agreed that a waiver or amendment of
the provisions of this Agreement shall be deemed to apply to all Stockholders in
the same fashion if such waiver or amendment does so by its terms,
notwithstanding the fact that certain Stockholders are affected differently by
virtue of differences in their shareholdings). The Company shall give prompt
written notice of any amendment or termination hereof or waiver hereunder to any
party hereto that did not consent in writing to such amendment, termination or
waiver. Any amendment, termination or waiver effected in accordance with this
Section 11.2 shall be binding on all parties hereto, even if they do not execute
such consent. No waivers of or exceptions to any term, condition or provision of
this Agreement, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or
provision.
11.3 Assignment of Rights. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, their respective successors, assigns and legal representatives.
11.4 Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified, (ii) when sent by confirmed facsimile if sent during
normal business hours of the recipient; if not, then on the next business day,
(iii) five (5) days after having been sent by certified mail, return receipt
requested, postage prepaid, or (iv) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the party to be
notified at the address as set forth on the signature page to the Purchase
Agreement or at such other address as such party may designate by ten (10) days
advance written notice to the Company.
11.5 Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
11.6 Entire Agreement. This Agreement and the Exhibits hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.
11.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.8 Conflicting Agreements. Each Stockholder represents and warrants
to the Company and the other Stockholders that it is not a party to or bound by
any agreement relating to the voting of its Shares or that otherwise directly or
indirectly conflicts with the provisions of this Agreement, other than the
Preferred Stock Voting Agreement and the Common Stock Voting Agreement of even
date herewith. The Stockholders agree not to enter into any agreement with any
other Stockholder relating to the voting of Shares, and agree not to amend the
Preferred Stock Voting Agreement or the Common Stock Voting Agreement, on terms
that conflict with the terms of this Agreement. In the event of a conflict
between the provisions of this Agreement and the provisions of any other
agreement to which any Stockholder is bound, then, as among parties to this
Agreement, the terms of this Agreement shall control.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Stockholders
Agreement as of the date above first written.
ORBCOMM INC.
By: /s/ Don Franco
------------------------------------
Name: Don Franco
Title: Co-Chief Executive Officer
THE INVESTORS:
SES GLOBAL, S.A.
By: /s/ Robert Bednarek
------------------------------------
Name: Robert Bednarek
Title: Executive Vice President,
Corporate Development
By: /s/ Juerqen Schulte
------------------------------------
Name: Juerqen Schulte
Title: Chief Financial Officer
RIDGEWOOD SATELLITE LLC
By: Ridgewood Venture Management
Corporation, its Manager
By: /s/ Robert L. Gold
------------------------------------
Name: Robert L. Gold
Title: President
SAGAMORE HILL HUB FUND LTD.
By: Sagamore Hill Capital Management
L.P., Investment Manager
By: /s/ Steven H. Bloom
------------------------------------
Name: Steven H. Bloom
Title: President
(Signature page to the Stockholders Agreement)
NORTHWOOD VENTURES LLC
By: /s/ Peter G. Schiff
------------------------------------
Name: Peter G. Schiff
Title: President
NORTHWOOD CAPITAL PARTNERS LLC
By: /s/ Peter G. Schiff
------------------------------------
Name: Peter G. Schiff
Title: President
OHB TECHNOLOGY AG
By: /s/ Marco Fuchs
------------------------------------
Name: Marco Fuchs
Title: Chief Executive Officer
(Signature page to the Registration Rights Agreement)
(Additional Counterpart Signature Pages to Follow)
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Arthur S. Bahr
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Arthur S. Bahr
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: DIETER H. BERGHOEFER
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Dieter H. Berghoefer
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: BUKFENC INC.
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Andrew Gaspar
-----------------------------
Name: ANDREW GASPAR
Title: PRESIDENT
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Steven Chrust IRA
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Steven G. Chrust
-----------------------------
Name: Steven G. Chrust
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: STEVEN G. CHRUST
(please print)
Notice Address of Investor:
-----------------------------
(please complete)
-----------------------------
Signed by: /s/ Steven G. Chrust
-----------------------------
Name: STEVEN G. CHRUST
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: MARY HIGGINS CLARK
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Mary Higgins Clark
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: PATRICK CLIFFORD
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Patrick Clifford
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: BERT R. COHEN
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Bert R. Cohen
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: JOHN CONNELLY
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ John Connelly
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: CRYSTAL LAKE PTS
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Signatre Illegible
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: JAMES EAGAN
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ James Eagan
-----------------------------
Name: JAMES EAGAN
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: RBC FBO E.B. GRISWOLD IRA
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Signature Illegible
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
RBC Dain Rauscher
/s/ Mary Anne Grindatti
- ----------------------------------------
Mary Anne Grindatti
Managing Director
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: E B GRISWOLD IRA
(please print)
Notice Address of Investor:
------------------------------
(please complete)
------------------------------
Signed by: /s/ E B Griswold IRA
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Jerome B. Eisenberg
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Jerome B. Eisenberg
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: MARC EISENBERG
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Marc Eisenberg
-----------------------------
Name: MARC EISENBERG
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Estrin New Ventures LLC
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Melvyn J. Estrin
-----------------------------
Name: Melvyn J. Estrin
Title: Managing Member
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: EVE CHRUST 2001 BUSINESS TRUST
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Steven Chrust
-----------------------------
Name: STEVEN CHRUST
Title: TRUSTEE
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Don Franco
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Don Franco
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: JOHN FRANCO & MARY FRANCO
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ John Franco /s/ Mary Franco
-------------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Mark Freitas
(please print)
Notice Address of Investor:
------------------------------
(please complete)
------------------------------
Signed by: /s/ Mark Freitas
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: JOEL FRIEDMAN
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Joel Friedman
-----------------------------
Name: JOEL FRIEDMAN
Title: CHAIRMAN
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Michael Friedman
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Michael Friedman
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: MARILYN GORDON
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Marilyn Gordon
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: RONALD GORDON MARILYN GORDON
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Ronald Gordon /s/ Marilyn Gordon
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: EDMUND GREENE
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Edmund Greene
-----------------------------
Name: EDMUND GREENE
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: E. BULKELEY GRISWOLD
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ E Bulkeley Griswold
-----------------------------
Name: E BULKELEY GRISWOLD
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: JAMES H. HIGBY
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ James H. Higby
-----------------------------
Name: JAMES H. HIGBY
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Hoboken Partners I LLC
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Alejandro San Miguel
-----------------------------
Name: Alejandro San Miguel
Title: Managing Member
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: HANS E.W. HOFFMANN
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Hans Hoffmann
-----------------------------
Name: HOFFMANN
Title: SIGNATURE ILLEGIBLE
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: WILLIAM JAFFE
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ William Jaffe
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Douglas Jones
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Douglas Jones
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Jerry Kay
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Jerry Kay
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Korea Orbcomm
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Hyung Jin Song
-----------------------------
Name: Hyung Jin Song
Title: Chairman
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: John Levinson
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ John Levinson
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: LIZA CHRUST 2001 BUSINESS TRUST
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Steven Chrust
-----------------------------
Name: STEVEN CHRUST
Title: TRUSTEE
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: PHILIP H. LODEWICK
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Philip H. Lodewick
-----------------------------
Name: PHILIP H. LODEWICK
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Robert Loud
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Robert Loud
-----------------------------
Name: Robert Loud
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Christopher Lust
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Christopher Lust
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: H. MELCHERS
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ H. Melchers
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Miller & Wrubel Asset Company
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ David F. Wrubel
-----------------------------
Name: David F. Wrubel
Title: General Partner
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Nakoma Investments. LLC
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Irwin F. Smith
-----------------------------
Name: IRWIN F. SMITH
Title: Senior Managing Director
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: DENIS NAYDEN
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Denis Nayden
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Albert G. Nickel
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Albert G. Nickel
-----------------------------
Name: Albert G. Nickel
Title: Owner
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Northwood Capital Partners LLC
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Peter G. Schiff
-----------------------------
Name: Peter G. Schiff
Title: President
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Northwood Ventures LLC
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Peter G. Schiff
-----------------------------
Name: Peter G. Schiff
Title: President
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: OAKWOOD CAPITAL, LLC
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Oden Sten
-----------------------------
Name: ODEN STEN
Title: Managing Director
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: OHB Technology AG
(please print)
Notice Address of Investor:
---------------------------
(please complete)
---------------------------
Signed by: /s/ Signature Illegible
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Orbcomm Asia Limited
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Hyung Jin Song
-----------------------------
Name: Hyung Jin Song
Title: CEO
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: ORBCOMM ASSET HOLDINGS LTD
(please print)
Notice Address of Investor:
---------------------------
(please complete)
---------------------------
Signed by: /s/ Don Franco
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Orbcomm Deutschland AG
(please print)
Notice Address of Investor:
---------------------------
(please complete)
---------------------------
Signed by: /s/ M. Fuchs
-----------------------------
Name: M. FUCHS
Title: CEO
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: OC GLOBAL LIQUIDATING TRUST
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Carol P. Hanna
-----------------------------
Name: CAROL P. HANNA
Title: LIQUIDATING TRUSTEE
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: ORBCOMM HOLDINGS LLC
(please print)
Notice Address of Investor:
--------------------------
(please complete)
--------------------------
Signed by: /s/ Don Franco
-----------------------------
Name: Don Franco
Title: Director
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: A. Alex Porter
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ A. Alex Porter
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Richard K. Webel Trust
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Peter G. Schiff
-----------------------------
Name: Peter G. Schiff
Title: Trustee
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Jeffrey Riecker
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Jeffrey Riecker
-----------------------------
Name: JEFFREY RIECKER
Title: INVESTOR
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Dr. Andre-Michael Schultz
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Andre-Michael Schultz
-----------------------------
Name: Dr. Andre-Michael Schultz
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: ROBERT J. SCHULTZ
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Robert Schultz
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: SHIPPAN FUND, LLC
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Steven Chrust
-----------------------------
Name: STEVEN CHRUST
Title: MANAGING MEMBER
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: SK Partners
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Peter G. Schiff
-----------------------------
Name: Peter G. Schiff
Title: Managing General Partner
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: MURRAY SLIMOWITZ
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Murray Slimowitz
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Hyung Jin Song
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Hyung Jin Song
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Walter H. Sonnenfeldt
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Walter H. Sonnenfeldt
-----------------------------
Name: Walter H. Sonnenfeldt
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Elizabeth Steele
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Elizabeth Steele
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Hans Steininger
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ H. Steininger
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Daniel J. Sullivan
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Daniel J. Sullivan
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Mark Sullivan
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Mark Sullivan
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: Michael Sullivan
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Michael Sullivan
-----------------------------
Name: Michael Sullivan
Title:
---------------------------------
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: WILLIAM VANDEN HEUVEL
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ William Vanden Heuvel
-----------------------------
Name: William Vanden Heuvel
Title: Investor
THIS IS A COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS
AGREEMENT OF ORBCOMM INC, DATED AS OF FEBRUARY 17, 2004, BETWEEN
ORBCOMM INC., ITS COMMON STOCKHOLDERS AND ITS PREFERRED
STOCKHOLDERS.
Name of Investor: HENRY T. WILSON
(please print)
Notice Address of Investor:
(please complete)
Signed by: /s/ Henry T. Wilson
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
EXHIBIT A
Amended as of August 13, 2004
LIST OF PREFERRED STOCKHOLDERS
NAME OF PREFERRED STOCKHOLDER SHARES
----------------------------- ---------
Albert Nickel 70,373
A. Alex Porter 149,402
Arthur Bahr 10,553
Bert Cohen 117,400
Bukenc Inc. 94,992
Christopher Lust 21,107
Crystal Lake Partners 92,201
Daniel Sullivan 42,213
Denis Nayden 158,453
Don Franco 217,696
Doug Jones 9,673
E. Anderson Griswold IRA 22,867
E. Bulkeley Griswold 41,343
E. Bulkeley Griswold IRA 9,673
Edmund B. Greene 51,015
Elizabeth Steele 22,868
Estrin New Ventures LLC 102,975
Eve Chrust Trust 5,102
Hyung-Jin Song 61,909
Henry Wilson 15,834
Hans Steininger 99,452
Hoboken Partners 1 LLC 106,449
James Higby 38,694
Jeffrey Riecker 11,673
Jerome B. Eisenberg 183,425
Jerry Kay 19,241
Joel Friedman 8,802
John Connelly 50,310
John Levinson 84,429
Liza Chrust Trust 5,102
Marc Eisenberg 21,108
Marilyn Gordon 17,941
Mark Sullivan 182,961
Mary Higgins Clark 100,257
Michael Friedman 84,429
Mike Sullivan 22,868
Miller & Wrubel Asset Company 94,878
Nakoma Investments LLC 142,499
Northwood Capital Partners LLC 241,638
Northwood Ventures LLC 1,093,297
Oakwood Capital LLC 47,494
OHB Technology A.G. 1,844,314
Patrick A. Clifford 29,020
Paul Masters IRA 77,387
Phillip Lodewick 43,973
Richard K. Webel Trust 10,553
Ridgewood Satellite LLC 2,256,856
Robert Loud IRA 9,673
Robert Schultz 43,251
Ron & Marilyn Gordon, JTWROS 17,934
Sagamore Hill Hub Fund Ltd. 1,504,571
SES Global S.A. 3,000,001
Shippan Fund LLC 29,909
SK Partners 42,213
Murray Slimowitz IRA 9,673
Steven Chrust 3,870
Steven Chrust IRA 30,515
William Jaffe 40,463
William Vanden Heuvel 87,394
Pershing, LLC tax id # 132741729 as
custodian F/B/O IRA FBO EMMETT HUME, IRA 75,915
FBO David D. Hume 65,140
FBO Cara L. Hume 65,140
Emmett Hume 5,281
Estrin New Ventures II LLC 11,900
Walter Sonnenfeldt 35,211
Henning Melchers 25,799
Andre-Michael Schultz 20,337
Hans E. W. Hoffmann 10,744
John & Mary Franco 34,180
EXHIBIT B
LIST OF COMMON STOCKHOLDERS
NAME OF COMMON STOCKHOLDER SHARES
-------------------------- ---------
John & Mary Franco, Tenants in Common 325,820
Don Franco 401,870
Jerome B. Eisenberg 87,359
OHB Technology A.G. 413,352
Liquidating Trust of Orbcomm Global L.P. 500,000
ORBCOMM Holdings LLC* 6,758,500
---------
Total: 8,486,901
=========
* Subject only to the receipt of requisite prior consent from the FCC,
ORBCOMM Holdings LLC shall distribute the shares of Common Stock to its
members who have executed a counterpart to this Agreement, the Common Stock
Voting Agreement (as defined in the Stock Purchase Agreement, dated as of
February 17, 2004, between ORBCOMM Inc., ORBCOMM LLC and certain Investors)
and the Registration Rights Agreement (as defined in the Stock Purchase
Agreement, dated as of February 17, 2004, between ORBCOMM Inc., ORBCOMM LLC
and certain Investors). Following said distribution (assuming all members
of ORBCOMM Holdings LLC are distributed shares), the Common Stockholders
shall be as set forth in the following table:
NAME OF COMMON STOCKHOLDER SHARES
-------------------------- ---------
John & Mary Franco, Tenants in Common 325,820
Don Franco 1,473,282
Jerome B. Eisenberg 622,019
OHB Technology A.G. 1,182,100
Liquidating Trust of Orbcomm Global L.P. 500,000
ORBCOMM Asset Holdings Ltd. 1,714,526
Orbcomm Asia Limited 1,179,882
Walter H. Sonnenfeldt 69,041
Miller & Wrubel Asset Company 60,035
ORBCOMM Deutschland A.G. 114,835
Hyung-Jin Song 201,087
James Eagan 90,804
Northwood Ventures LLC 255,151
Northwood Capital Partners LLC 45,027
Hans Steininger 165,097
Raimund Koenig 120,071
Henning Melchers 90,053
Andre-Michael Schultz 30,018
Harald D. Berghoefer 90,053
Hans E. W. Hoffmann 60,035
Korea Orbcomm Ltd. 97,965
---------
Total: 8,486,901
=========
EXHIBIT C
SCHEDULE OF MEMBERS OF ORBCOMM ASSET HOLDINGS
SHAREHOLDER SHARES
----------- --------
Don Franco 1,473.75
James Eagan 151.25
Jerome B. Eisenberg 788.75
Miller & Wrubel Asset Company 100.00
Northwood Capital Partners LLC 75.00
Northwood Ventures LLC 425.00
Walter H. Sonnenfeldt 115.00
--------
Total: 3,128.75
========