EXHIBIT 9.2
ORBCOMM INC.
AMENDED AND RESTATED COMMON STOCK VOTING AGREEMENT
THIS AMENDED AND RESTATED COMMON STOCK VOTING AGREEMENT, dated as of
November 18, 2005 (this "Agreement"), amends the ORBCOMM Inc. Common Stock
Voting Agreement, dated as of February 17, 2004, as amended (the "Original
Agreement"), by and among ORBCOMM Inc., a Delaware corporation (the "Company"),
and the persons and entities signatories thereto and listed on Exhibit A hereto
(individually, an "Investor" and collectively, the "Investors").
WHEREAS, the Company has authorized the issuance of Series B Preferred
Stock;
WHEREAS, in connection with the issuance of the Series B Preferred
Stock, the Investors necessary to amend the Original Agreement, but only upon
the issuance of the Series B Preferred Stock, have agreed to amend the Original
Agreement pursuant to Section 3.4 thereof.
WHEREAS, this Agreement shall only become effective as provided in
Section 3.13.
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. Voting.
1.1 Investor Shares. Each of the Investors agree to hold all shares of
Common Stock registered in their respective names or beneficially owned by them
as of the date hereof and any and all other shares of Common Stock legally or
beneficially acquired by it after the date hereof (hereinafter collectively
referred to as the "Investor Shares") subject to, and to vote the Investor
Shares in accordance with, the provisions of this Agreement.
1.2 Election of Directors.
(a) If the Company shall in good faith determine upon the advice of
counsel that prior approval by the Federal Communications Commission ("FCC") is
required to provide for the election of directors other than as set forth in the
Original Agreement, then prior to such approval the Investors agree to vote all
Investor Shares held by them (at a meeting of stockholders or pursuant to an
action by written consent) so as to elect members of the Company's Board of
Directors as set forth in the Original Agreement.
(b) After FCC approval (if the Company shall in good faith determine
upon the advice of counsel that prior approval by the FCC is required to provide
for the election of directors other than as set forth in the Original
Agreement), or if the Company determines in good faith upon the advice of
counsel that such approval is not required, the Investors agree to vote all
Investors Shares held by them (at a meeting of stockholders or pursuant to an
action by written consent) so as to elect members of the Company's Board of
Directors as follows:
(i) Subject to paragraph (c) and (d),
(A) for so long as Don Franco and his affiliates
collectively own no less than five hundred thousand (500,000)
shares of Common Stock, one director by Don Franco;
(B) for so long as Jerome B. Eisenberg and his affiliates
collectively own no less than five hundred thousand (500,000)
shares of Common Stock, one director by Jerome B. Eisenberg;
(C) for so long as Northwood Ventures LLC and its affiliates
("Northwood") collectively own no less than five hundred thousand
(500,000) shares of Common Stock, one director by Northwood;
(D) for so long as OHB Technology AG and its affiliates
("OHB") collectively own no less than five hundred thousand
(500,000) shares of Common Stock, one director by OHB.
(ii) In addition to the persons listed in paragraph 1.2(b)(i),
prior to FCC approval for Hans Steininger.
(c) In the event of any vacancy caused by the death, resignation or
removal of a director who was elected pursuant to this Agreement, such vacancy
shall be filled only in accordance with this Section 1.2.
(d) To the extent that (A) an Investor who is entitled to designate a
director pursuant to Section 1.2(b)(i) has failed to do so and a vacancy has
existed on the Board for a period exceeding sixty (60) days or (B) the right of
an Investor to designate one or more members of the Board pursuant to Section
1.2(b)(i) above has lapsed or terminated by reason of such Investor holding
fewer than the number of Investor Shares required to designate a director, then
the holders of the Investor Shares shall vote all of their Investor Shares to
elect a person designated by the holders of a majority of the Common Stock to
fill such director position, which such person shall be an Independent Director
(as such term is defined by the rules of the New York Stock Exchange), unless
holders of a majority of the Common Stock agree that such person is not required
to be an Independent Director; provided that, any director elected to fill a
vacancy pursuant to clause 1.2(d)(A) shall be subject to removal and replacement
by the Investor entitled to designate a director to fill such position in
accordance with Section 1.2(b) hereof.
1.3 Additional Shares. In the event that subsequent to the date of
this Agreement any shares or other securities are issued on, or in exchange for,
any of the Investor Shares by reason of any stock dividend, stock split,
combination of shares, reclassification or the like, such shares or securities
shall be deemed to be Investor Shares, as the case may be, for purposes of this
Agreement.
1.4 Addition of Investors. The Company shall not issue any Common
Stock unless the purchaser of such shares has become a party to this Agreement
by executing and delivering an additional counterpart signature page to this
Agreement. Upon execution of this Agreement by a future purchaser of Common
Stock, such purchaser shall be become an "Investor" hereunder.
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1.5 Legend.
(a) Concurrently with the execution of this Agreement, there shall be
imprinted or otherwise placed, on certificates representing the Investor Shares
the following restrictive legend (the "Legend"):
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A COMMON STOCK VOTING AGREEMENT WHICH PLACES CERTAIN
RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON
ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL
BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH COMMON
STOCK VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS."
(b) The Company agrees that, during the term of this Agreement, it
will not remove, and will not permit to be removed (upon registration of
transfer, reissuance of otherwise), the Legend from any such certificate and
will place or cause to be placed the Legend on any new certificate issued to
represent Investor Shares theretofore represented by a certificate carrying the
Legend.
1.6 Successors. The provisions of this Agreement shall be binding upon
the successors in interest to any of the Investor Shares. The Company shall not
permit the transfer of any of the Investor Shares on its books or issue a new
certificate representing any of the Investor Shares unless and until the person
to whom such security is to be transferred shall have executed a written
agreement, substantially in the form of this Agreement, pursuant to which such
person becomes a party to this Agreement and agrees to be bound by all the
provisions hereof as if such person were an Investor.
1.7 Other Rights. Except as expressly provided in this Agreement, the
Investors shall have full voting rights with respect to the Investor Shares in
all matters subject to the approval of the stockholders of the Company.
2. Termination.
2.1 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 date immediately following the closing of a firmly
underwritten public offering of the Common Stock pursuant to a registration
statement filed with the Securities and Exchange Commission, and declared
effective under the Securities Act of 1933, as amended;
(b) the date immediately following the closing of a sale, lease, or
other disposition of all or substantially all of the Company's assets 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
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voting power of the corporation or other entity surviving such transaction;
provided that this section 2.1 shall not apply to a merger effected exclusively
for the purpose of changing the domicile of the Company; or
(c) ten (10) years from the date of this Agreement.
(d) upon the vote by Investors holding not less than seventy five
percent (75%) of the outstanding Common Stock, provided that Don Franco and his
affiliates, Jerome B. Eisenberg and his affiliates, Northwood and OHB each are
among the group of Investors seeking the termination, (but only to the extent
each remains entitled to elect a director).
3. Miscellaneous.
3.1 Further Action. If and whenever any Investor Shares are sold, the
selling Investor or the personal representative of such Investor shall do all
things and execute and deliver all documents and make all transfers, and cause
any transferee of such Investor Shares to do all things and execute and deliver
all documents, as may be necessary to consummate such sale consistent with this
Agreement.
3.2 Specific Performance. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to a party hereto
or to its heirs, personal representatives, or assigns by reason of a failure to
perform any of the obligations under this Agreement and agree that the terms of
this Agreement shall be specifically enforceable. If any party hereto or its
heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such
action or proceeding is brought hereby waives the claim or defense therein that
such party or such personal representative has an adequate remedy at law, and
such person shall not offer in any such action or proceeding the claim or
defense that such remedy at law exists.
3.3 Governing Law. This Agreement, and the rights of the parties
hereto, shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to principles of conflicts of laws.
3.4 Amendment or Waiver. This Agreement may be amended (or provisions
of this Agreement waived) only by an instrument in writing signed by the
Investors holding at least two-thirds (2/3) of the outstanding shares of Common
Stock, with written notice to the Company; provided that the right of any party
to designate a director, and to remove and replace a director may not be amended
or modified unless such amendment or modification is approved by such party, and
provided further, however, that the Company may amend or supplement this
Agreement, without the consent of any of the Investors to cure or correct
immaterial errors or omissions (such as typographical errors or the names and
titles of signatories of Investors that are entities or the addition of new
shareholders to Exhibit A) which do not adversely effect the rights of
Investors, so long as notice of such amendment is provided to all Investors
within ten (10) days thereafter. Any amendment or waiver so effected shall be
binding upon the Company, each of the parties hereto and any assignee of any
such party.
3.5 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
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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.
3.6 Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, assigns,
administrators, executors and other legal representatives.
3.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.
3.8 Waiver. No waivers of any breach of this Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.
3.9 Attorneys' Fees. In the event that any suit or action is
instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.
3.10 Notices. Any notices required in connection with this Agreement
shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified; (b) when sent by confirmed facsimile if
sent during normal business hours of the recipient, if not, then on the next
business day; (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written notification of receipt. All notices shall be
delivered or sent to the holder's address appearing on the books of the Company
or at such address as such party may designate by ten (10) days advance written
notice to the other parties hereto.
3.11 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 thereof 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.
3.12 Assignment. Each of the Investors may assign its rights under
this Agreement to an affiliate, provided the Company is, within a reasonable
time after such assignment, furnished with written notice of the name and
address of such assignee; provided, however, that the Company acknowledges that
ORBCOMM Holdings LLC has assigned the Common Stock owned by it to its members,
subject to certain conditions; and provided further, however, that no member of
ORBCOMM Holdings LLC shall have any rights hereunder unless a signatory hereto.
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3.13 Effective Date. This Agreement shall only come into effect upon
the issuance of Series B Preferred Stock by the Company. For the avoidance of
doubt, the Original Agreement shall remain operative until the issuance of
Series B Preferred Stock by the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Common Stock
Voting Agreement as of the date first above written.
ORBCOMM INC.
By: /s/ Jerome B. Eisenberg
------------------------------------
Jerome B. Eisenberg
Chief Executive Officer
Signature Page to Common Stock Voting Agreement
(Counterpart Signature Pages to Follow)
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: DWAINE L. AND CYNTHIA WILLETT
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Dwaine L. Willett
/s/ Cynthia Willett
--------------------------
Name: DWAINE L. AND CYNTHIA WILLETT
Title: Title Illegible
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: WILLIAM J. VANDEN HEUVEL
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ William J. Vanden Heuvel
----------------------------
Name:
-------------------------------
Title:
------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Mark Sullivan
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Mark Sullivan
--------------------------
Name: Mark Sullivan
Title:
------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Elizabeth T. Steele
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
--------------------------
Signed by: /s/ Elizabeth T. Steele
--------------------------
Name:
-------------------------------
Title:
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Walter H. Sonnenfeldt
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Walter H. Sonnenfeldt
--------------------------
Name: Walter H. Sonnenfeldt
Title:
------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Hyung Jin Song
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Hyung Jin Song
--------------------------
Name: Hyung Jin Song
Title:
------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: SK Partners
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Peter G. Schiff
--------------------------
Name: Peter G. Schiff
Title: Managing General Partner
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Shippan Fund LLC
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Steven Chrust
--------------------------
Name: Steven Chrust
Title: Manager
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Andre-Michael Schultz
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Andre-Michael Schultz
--------------------------
Name:
-------------------------------
Title:
------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Ridgewood Satellite LLC
c/o Ridgewood Venture Management Corp.
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/Robert L. Gold
--------------------------
Name: Robert L. Gold
Title: President
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Richard K. Webel Trust
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Peter G. Schiff
-----------------------------
Name: Peter G. Schiff
Title: Trustee
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: ORBCOMM Venture, LLC.
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Jeffrey I. Brodlieb
-----------------------------
Name: Jeffrey I. Brodlieb
Title: As Attorney in Fact for
Steven G. Chrust, Managing Member
of Centripetal Management, LLC,
Manager of ORBCOMM Venture, LLC
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Orbcomm Asia Ltd.
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Hyung Jin Song
-----------------------------
Name: Hyung Jin Song
Title: CEO
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: OHB Technology AG
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Marco Fuchs
-----------------------------
Name: MARCO FUCHS
Title: CEO
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Northwood Ventures LLC
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Peter G. Schiff
-----------------------------
Name: Peter G. Schiff
Title: President
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Northwood Capital Partners LLC
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Peter G. Schiff
-----------------------------
Name: Peter G. Schiff
Title: President
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Albert G. Nickel
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Albert G. Nickel
-----------------------------
Name: Albert G. Nickel
Title: Owner
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Denis J. Nayden
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Denis J. Nayden
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Nakoma Investments, LLC
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Stephen Smith
-----------------------------
Name: Stephen Smith
Title: VP
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Murray Slimowitz IRA
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Murray Slimowitz
-----------------------------
Name:
Title:
---------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004,
BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: H. MELCHERS
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ H. Melchers
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Christopher Lust
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Christopher Lust
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Philip H. Lodewick
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Philip Lodewick
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Robert Loud IRA
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Robert Loud
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Liza Chrust 2001 Chrust Business Trust
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Steven Chrust
-----------------------------
Name: Steven Chrust
Title: TTEE
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Korea Orbcomm Ltd.
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Hyung Jin Song
-----------------------------
Name: Hyung Jin Song
Title: CEO
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Jerry Kay
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Jerry Kay
-----------------------------
Name:
----------------------------------
Title:
---------------------------------
33
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: John D. Curtis Renewable Trust
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ John D. Curtis
-----------------------------
Name: JOHN D. CURTIS
Title: Trustee
34
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: WILLIAM L. JAFFE
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
-----------------
Signed by: /s/ William L. Jaffe
-----------------------------
Name: WILLIAM L. JAFFE
Title:
---------------------------------
35
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: INVESTMENT PARTNERS OF ORLANDO, LLP
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Gene Josephs
-----------------------------
Name: Gene Josephs
Title: PRESIDENT
36
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON STOCK
VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE COMMON STOCK
VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17, 2004, BETWEEN ORBCOMM
INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: 346 Hillcrest F&F Partners LLC
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Jerome B. Eisenberg
-----------------------------
Name: Jerome B. Eisenberg
Title: Managing Member
37
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: HANS HOFFMANN
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Hans Hoffmann
-------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
38
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: E. Bulkeley Griswold
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ E. Bulkeley Griswold
-----------------------------------
Name: E. Bulkeley Griswold
Title:
---------------------------------------
39
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Edmund B. Greene
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Edmund B. Greene
-----------------------------------
Name: Edmund B. Greene
Title:
---------------------------------------
40
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Michael Friedman
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Michael Friedman
-------------------------------
Name:
------------------------------------
Title:
-----------------------------------
41
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: JOHN FRANCO MARY FRANCO
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ John Franco /s/ Mary Franco
----------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
42
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Don Franco
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Don Franco
----------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
43
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Eve Chrust 2001 Chrust Business Trust
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Steven Chrust
-------------------------------------
Name: Steven Chrust
Title: Trustee
44
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: ESTRIN NEW VENTURES II, LLC
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Melvyn J. Estrin
------------------------------------
Name: MELVYN J. ESTRIN
Title: MANAGING MEMBER
45
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Jerome B. Eisenberg
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Jerome B. Eisenberg
-----------------------------------
Name: Jerome B. Eisenberg
Title: Chief Executive Officer
46
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: RBC Dain FBO:
E. Bulkeley Griswold IRA
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
RBC Dain Rauscher, Inc., as custodian
Signed by: /s/ Mary Anne Grindatti
------------------------------------
Name: Mary Anne Grindatti
Title: Managing Director
47
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED
COMMON STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING
THE COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
FEBRUARY 17, 2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: BERT R. COHEN
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Bert R. Cohen
----------------------------------
Name:
---------------------------------------
Title: OWNER
48
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: MARY HIGGINS CLARK
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Mary Higgins Clark
--------------------------
Name: MARY HIGGINS CLARK
Title:
------------------------------
49
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: STEVEN G. CHRUST, IRA
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Steven Chrust
--------------------------
Name: STEVEN CHRUST
Title:
------------------------------
50
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Steven Chrust
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Steven Chrust
--------------------------
Name:
-------------------------------
Title:
------------------------------
51
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: Bukfenc Inc.
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Andrew Gaspar
--------------------------
Name: ANDREW GASPAR
Title: President
52
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: ARTHUR S. BAHR
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
Signed by: /s/ Arthur S. Bahr
--------------------------
Name:
-------------------------------
Title:
------------------------------
53
THIS IS A COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED COMMON
STOCK VOTING AGREEMENT, DATED AS OF NOVEMBER 18, 2005, AMENDING THE
COMMON STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF FEBRUARY 17,
2004, BETWEEN ORBCOMM INC. AND ITS COMMON STOCKHOLDERS.
Name of Investor: MARBLE ARCH GROUP LIMITED
(please print)
Notice Address for Investor:
(please complete)
Facsimile:
For and on behalf of
ASPIRE INTERNATIONAL INC.
Signed by: /s/ Signature Illegible
--------------------------
Name:
-------------------------------
Title: ASPIRE INTERNATIONAL INC.
DIRECTOR
54
EXHIBIT A
INVESTORS
NAME COMMON SHARES
---- -------------
John & Mary Franco, Tenants in Common 325,820
Don Franco 1,408,766
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
Gruenwald Equity Partners GmbH 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
Kenneth Rind 64,516
Transport International Pool, Inc. 48,125
55