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EXHIBIT 4.5
Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
and
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
As representatives of the several
Underwriters named in Schedule I
to the Underwriting Agreement
referred to below
Ladies and Gentlemen:
The undersigned holds the position(s) set forth opposite his or her
name on the attached Schedule A. The undersigned understands that ORBCOMM
Corporation (the "Company") has filed a registration statement on Form S-1 (Reg.
No. 333-50599) with the Securities and Exchange Commission covering the sale of
up to 6,900,000 shares (the "Shares") of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), including shares subject to over-allotment
options, to the Underwriters (the "Underwriters") named in Schedule I to the
Underwriting Agreement (the "Underwriting Agreement"). The Underwriters propose
to offer such Shares to the public (the "Offering").
This letter is being delivered pursuant to Section 6(i) of the
Underwriting Agreement. All capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Underwriting Agreement.
To induce the Underwriters to participate in the Offering, the
undersigned represents and warrants to, and agrees with, each of the
Underwriters that during the period beginning on the date hereof and continuing
to and including the date that is 180 days after the date of the Prospectus, the
undersigned will not, without the prior written consent of Bear Stearns & Co.
Inc. and J.P. Morgan Securities Inc., directly or indirectly, offer, sell, offer
or agree to sell, grant any option for or otherwise dispose of (or announce any
sale, offer, grant of an option to purchase or other disposition of) any shares
of Common Stock (or any securities convertible into or exercisable or
exchangeable for shares of Common Stock).
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The undersigned has not taken and will not take, directly or
indirectly, any action which is designed to or which has constituted or which
might reasonably be expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of
the Shares.
This letter may be relied upon by the Underwriters.
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Name:
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Schedule A
Scott L. Webster President, Chief Executive Officer and
Director of ORBCOMM Corporation
(the "Company")
Chairman, Chief Executive Officer and
Member of ORBCOMM Global, L.P.
("ORBCOMM")
President and Director of Orbital
Communications Corporation ("OCC")
W. Bartlett Snell Chief Financial Officer and Treasurer
of the Company
Senior Vice President Finance and
Administration, Chief Financial
Officer and Treasurer of ORBCOMM
Marc Leroux Director of the Company
Member of ORBCOMM
Vice President, Technology of
Teleglobe Inc. ("Teleglobe")
William J. Meder Director of the Company
Vice Chairman and Member of ORBCOMM
Jeffrey V. Pirone Director of the Company
Member of ORBCOMM
Executive Vice President and Chief
Financial Officer of Orbital
Sciences Corporation ("Orbital")
Vice President and Chief Financial
Officer of OCC
Claude Seguin Executive Vice President, Finance and
Chief Financial Officer of
Teleglobe
David W. Thompson Director of the Company
Member of ORBCOMM
Chairman of the Board, President and
Chief Executive Officer of
Orbital
Director of OCC
James R. Thompson, Jr. Executive Vice President and General
Manager/Launch Systems Group of
Orbital
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Robert D. Strain Executive Vice President and General
Manager/Electronics and Sensor
Systems Group of Orbital
Michael D. Griffin Executive Vice President and Chief
Technical Officer of Orbital
Daniel D. Friedmann Executive Vice President and General
Manager/Systems Integration
Group of Orbital
Charles M. Boesenberg Executive Vice President and General
Manager/Satellite Access
Products Group of Orbital
Robert R. Lovell Executive Vice President and General
Manager/Space Systems Group of
Orbital
Antonio L. Elias Senior Vice President, Advanced
Programs of Orbital
Leslie C. Seeman Senior Vice President, General Counsel
and Secretary of Orbital
Alan Parker Executive Vice President of OCC
Wan Aishah Wan Hamid Director of the Company
Member of ORBCOMM
Executive Vice President of Technology
Resources Industries Bhd.
Charles Sirois Chairman of the Board and Chief
Executive Officer of Teleglobe
Andre Bourbonnais Vice-President, Legal Affairs and
Corporate Secretary of Teleglobe
Meriel V.M. Bradford Vice-President, Governmental and
External Relations of Teleglobe
Jacques Deforges Treasurer of Teleglobe
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Paolo Guidi President and Chief Executive Officer,
Global Telecommunications
Services of Teleglobe
Fransois Laurin Vice-President, Finance and Corporate
Controller of Teleglobe
Fransois Gauvin Assistant Corporate Secretary of
Teleglobe
Guthrie J. Stewart Executive Vice President, Corporate
Development of Teleglobe