EXHIBIT 9.1
ORBCOMM INC.
SECOND AMENDED AND RESTATED PREFERRED STOCK VOTING AGREEMENT
THIS SECOND AMENDED AND RESTATED PREFERRED STOCK VOTING AGREEMENT
(this "Agreement") is dated as of December 30, 2005, and amends the ORBCOMM Inc.
Amended and Restated Preferred Stock Voting Agreement dated as of November 18,
2005 which amended the ORBCOMM Inc. Preferred Stock Voting Agreement, dated as
of February 17, 2004, as amended (together with the original Amended and
Restated Preferred Stock Voting Agreement, the "Existing 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 and the necessary parties to the Existing Agreement desire to amend the
Exiting Agreement and have agreed to amend the Existing Agreement;
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
Series A Preferred Stock and Series B Preferred Stock (collectively, the
"Preferred Stock") registered in their respective names or beneficially owned by
them as of the date hereof and any and all other shares of Preferred 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) At each election of directors in which the Investors are entitled
to elect directors of the Company, the Investors shall vote all of their
respective Investor Shares (at a meeting of stockholders or pursuant to an
action by written consent) so as to elect to the Board of Directors of the
Company:
- for so long as Ridgewood Satellite LLC and its affiliates
("Ridgewood") collectively own not less than four million
five hundred thousand (4,500,000) shares of Preferred Stock
(or Common Stock issued upon conversion thereof) (as
adjusted for stock splits, stock dividends, consolidations,
recapitalizations and similar transactions), two (2)
directors by Ridgewood and if Ridgewood were to own less
than four million five hundred thousand (4,500,000) shares
but more than two million two hundred and fifty thousand
(2,250,000) shares of Preferred Stock (or Common Stock
issued upon conversion thereof) (as adjusted
for stock splits, stock dividends, consolidations,
recapitalizations and similar transactions), one (1)
director by Ridgewood;
- for so long as OHB Technology AG and its affiliates ("OHB")
and SES Global S.A. and its affiliates ("SES") collectively
own not less than two million two hundred and fifty thousand
(2,250,000) shares of Preferred Stock (or Common Stock
issued upon conversion thereof) (as adjusted for stock
splits, stock dividends, consolidations, recapitalizations
and similar transactions), one (1) director as mutually
agreed upon by OHB and SES;
- for so long as PCG Satellite Investments, LLC and its
affiliates ("PCG") collectively own not less than four
million five hundred thousand (4,500,000) shares of
Preferred Stock (or Common Stock issued upon conversion
thereof) (as adjusted for stock splits, stock dividends,
consolidations, recapitalizations and similar transactions),
two (2) directors by PCG and if PCG were to own less than
four million five hundred thousand (4,500,000) shares but
more than two million two hundred and fifty thousand
(2,250,000) shares of Preferred Stock (or Common Stock
issued upon conversion thereof) (as adjusted for stock
splits, stock dividends, consolidations, recapitalizations
and similar transactions), one (1) director by PCG;
- for so long as MH Investors Satellite LLC and its affiliates
("MH") collectively own not less than two million two
hundred and fifty thousand (2,250,000) shares of Preferred
Stock (or Common Stock issued upon conversion thereof) (as
adjusted for stock splits, stock dividends, consolidations,
recapitalizations and similar transactions), one (1)
director by MH; and
- if the Investors are entitled to vote their Investor Shares
for the election of directors elected by holders of Common
Stock, for so long as the Second Amended and Restated Common
Stock Voting Agreement, dated December 30, 2005, among the
Company and certain holders of the Common Stock shall be
effective, for the persons nominated pursuant to such
agreement, as it may be amended from time to time.
(b) A director shall be removed from the Board at the written request
of the Investor (or Investors) which has (have) the right to designate such
director hereunder (but only upon such written request). Unless prohibited by
law, a director who has been elected pursuant to this Section 1.2 may not be
removed unless the Investor who designated such board member has given prior
written consent to such removal.
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(c) In the event of any vacancy caused by the death, resignation or
removal of a director who was elected pursuant to this Second Amended and
Restated Preferred Stock Voting 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(a) 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(a) 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 Investor Shares shall vote all of their Investor Shares to elect a
person designated by the holders of a majority of the Preferred Stock to fill
such director position, which 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 this clause 1.2(d) 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(a) 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 Preferred
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 Preferred
Stock, such purchaser shall be become an "Investor" hereunder" and all shares of
Preferred Stock purchased by such purchaser shall become "Investor Shares" for
purposes of this Agreement.
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 PREFERRED 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
PREFERRED 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."
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(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 effective time of 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 effective time of 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 voting power of the corporation or other entity surviving such transaction;
(c) ten (10) years from the date of this Agreement; or
(d) upon the vote by Investors holding not less than seventy five
percent (75%) of the outstanding shares of the Series A Preferred Stock and
Series B Preferred Stock, voting as a single class, provided that Ridgewood,
SES, OHB, PCG and MH are among the Investors voting to approve termination (but
only to the extent each remains entitled to elect at least one director pursuant
to Section 1.2).
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
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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 New York, 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 each of
the Series A Preferred Stock and Series B Preferred Stock, voting as separate
classes, 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 the
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 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.
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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, along
with the Purchase Agreement and each of the Exhibits thereto, 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. No party may assign any of its rights under this
Agreement without the prior written consent of the other parties to this
Agreement; provided, however, that the Investors may assign this Agreement to an
Affiliate (as such term is defined in the Purchase Agreement) without the prior
written consent of the Company and provided further, however, that no assignment
will limit or affect the assignor's obligations hereunder.
3.13 Effective Time. This Agreement shall come into effect upon the
Initial Closing (as defined in the Convertible Note and Stock Purchase Agreement
dated as of December 30, 2005 between, among others, the Company, PCG and MH
(the "Purchase Agreement").
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IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Preferred Stock Voting Agreement as of the date first above written.
ORBCOMM INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
(Signature Page to Second Amended and Restated Preferred Stock Voting
Agreement)
(Counterpart Signature Pages to Follow)
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THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: ▇. ▇▇▇▇▇▇▇▇ SES
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title:
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30,
2005, AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: SK Partners
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: Gen Partner
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust
(please print)
Notice Address for Investor:
------------------------------
(please complete)
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Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: Trustee
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: Northwood Ventures LLC
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: Northwood Capital Partners LLC
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: ▇▇▇ ▇▇▇▇▇▇
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title:
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: ORBCOMM Asset Holdings Ltd.
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name:
Title:
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: Ridgewood Satellite LLC
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: ▇. ▇▇▇▇▇▇▇▇▇▇
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------
Name:
Title:
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: OHB Technology AG
(please print)
Notice Address for Investor:
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(please complete)
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Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Name:
Title:
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: PCG Satellite Investment, LLC
(please print)
Notice Address for Investor:
(please complete)
By: CALPERS/PCG CORPORATE PARTNERS LLC
A DELAWARE LIMITED LIABILITY COMPANY
ITS: MANAGING MEMBER
BY: PCG CORPORATE PARTNERS INVESTMENTS LLC
ITS: MANAGER
BY: PACIFIC CORPORATE GROUP HOLDINGS, LLC
ITS: MANAGING MEMBER
Signed by: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: MH Investors ORBCOMM LLC
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Asset Treasurer
THIS IS A COUNTERPART SIGNATURE PAGE TO THE SECOND AMENDED AND RESTATED
PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF DECEMBER 30, 2005,
AMENDING THE PREFERRED STOCK VOTING AGREEMENT OF ORBCOMM INC., DATED AS OF
NOVEMBER 18, 2005 BETWEEN ORBCOMM INC. AND ITS PREFERRED STOCKHOLDERS.
Name of Investor: 346 Hillcrest F&F Partner LLC
(please print)
Notice Address for Investor:
(please complete)
Signed by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
EXHIBIT A
INVESTORS
LIST OF PREFERRED STOCKHOLDERS
SERIES A
PREFERRED
NAME OF SERIES A PREFERRED STOCKHOLDER SHARES
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▇▇▇▇▇▇ ▇▇▇▇▇▇ 70,373
A. ▇▇▇▇ ▇▇▇▇▇▇ 149,402
▇▇▇▇▇▇ ▇▇▇▇ 10,553
▇▇▇▇ ▇▇▇▇▇ 117,400
Bukfenc Inc. 94,992
▇▇▇▇▇▇▇▇▇▇▇ Lust 21,107
Crystal Lake Partners 92,201
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 42,213
▇▇▇▇▇ ▇▇▇▇▇▇ 158,453
▇▇▇ ▇▇▇▇▇▇ 361,131
▇▇▇▇ ▇▇▇▇▇ 9,673
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ 22,867
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 41,343
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ 9,673
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 51,015
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 50,666
Estrin New Ventures LLC 114,875
Eve Chrust, Chrust 2001 Business Trust 5,102
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 99,542
▇▇▇▇▇-▇▇▇ Song 61,909
▇▇▇▇▇ ▇▇▇▇▇▇ 15,834
Hoboken Partners 1 LLC 106,449
▇▇▇▇▇ ▇▇▇▇▇ 38,694
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 11,673
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 333,425
▇▇▇▇▇ ▇▇▇ 19,241
▇▇▇▇ ▇▇▇▇▇▇▇▇ 8,802
▇▇▇▇ ▇▇▇▇▇▇▇▇ 50,310
▇▇▇▇ ▇▇▇▇▇▇▇▇ 84,429
▇▇▇▇ ▇▇▇▇▇▇, Chrust 2001 Business Trust 5,102
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 21,108
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 17,941
▇▇▇▇ ▇▇▇▇▇▇▇▇ 182,961
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 100,257
63
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 84,429
▇▇▇▇ ▇▇▇▇▇▇▇▇ 22,868
▇▇▇▇▇▇ & ▇▇▇▇▇▇ Asset Company 94,878
Nakoma Investments LLC 142,499
Northwood Capital Partners LLC 283,123
Northwood Ventures LLC 1,328,377
Oakwood Capital LLC 47,494
OHB Technology A.G. 1,844,314
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 29,020
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ 77,387
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 43,973
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust 10,553
Ridgewood Satellite LLC 2,256,856
▇▇▇▇▇▇ Loud ▇▇▇ 9,673
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 43,251
▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, JTWROS 17,934
Sagamore Hill Hub Fund Ltd. 1,504,571
SES Global Participations S.A. 3,000,001
Shippan Fund LLC 29,909
SK Partners 42,213
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ 9,673
▇▇▇▇▇▇ ▇▇▇▇▇▇ 3,870
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ 30,515
▇▇▇▇▇▇▇ ▇▇▇▇▇ 40,463
▇▇▇▇▇▇▇ Vanden Heuvel 87,394
▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇ 34,180
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 35,211
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 25,799
Hans ▇.▇. ▇▇▇▇▇▇▇▇ 10,744
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ 75,915
▇▇▇▇▇ ▇. ▇▇▇▇ 65,140
▇▇▇▇ ▇. ▇▇▇▇ 65,140
▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 20,337
▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 20,000
▇▇▇▇▇▇ ▇▇▇▇ 5,281
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 30,000
SERIES B
PREFERRED
NAME OF SERIES B STOCKHOLDER SHARES
---------------------------- ---------
OHB Technology A.G. 997,270
Ridgewood Satellite LLC 2,481,389
Northwood Ventures LLC 416,873
64
Northwood Capital Partners LLC 79,404
▇▇▇▇▇ ▇▇▇▇▇▇ 52,109
▇▇▇▇▇-▇▇▇ Song 248
Hoboken Partners 1 LLC 37,220
▇▇▇▇ ▇▇▇▇▇▇▇▇ 60,049
Estrin New Ventures LLC 12,903
Nakoma Investments LLC 24,813
▇▇▇▇ ▇▇▇▇▇ 38,461
Bukfenc Inc. 12,406
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 18,610
▇▇▇▇▇▇▇ Vanden Heuvel 28,784
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 27,791
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,240
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 24,813
▇▇▇▇▇▇ ▇▇▇▇▇▇ 23,076
▇▇▇▇ ▇▇▇▇▇▇▇▇ 3,970
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 4,962
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 14,392
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 12,406
SK Partners 12,406
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 8,684
▇▇▇▇▇▇▇ ▇▇▇▇▇ 6,203
▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 16,377
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ 9,925
Shippan Fund LLC 9,677
▇▇▇▇ ▇▇▇▇▇▇▇▇ 9,925
▇▇▇▇▇▇▇▇▇▇▇ Lust 9,925
▇▇▇▇▇ ▇▇▇ 6,203
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ 2,977
▇▇▇▇ ▇▇▇▇▇▇, Chrust 2001 Business Trust 1,488
Eve Chrust, Chrust 2001 Business Trust 1,488
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust 2,481
▇▇▇▇▇▇ ▇▇▇▇ 3,473
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ 2,481
▇▇▇▇▇▇ Loud ▇▇▇ 2,977
Marble Arch Group Ltd. 124,069
346 Hillcrest F & F Partners LLC 248,138
Orbcomm Venture, LLC 307,692
▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust 428,039
▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 428,039
Investment Partners of Orlando LLP 117,866
MH Investors Satellite LLC 24,813
PCG Satellite Investments, LLC 49,627
65