Orbcomm Corp Sample Contracts

Orbcomm Corp – CONSULTING AGREEMENT (July 1st, 1998)

1 EXHIBIT 10.16 ORBITAL COMMUNICATIONS CORPORATION CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of the ____ day of ____, 1998, by and between Orbital Communications Corporation, a Delaware corporation ("OCC"), with its principal place of business located at 21700 Atlantic Boulevard, Dulles, Virginia 20166-6801 and ORBCOMM Global, L.P., a Delaware limited partnership ("Consultant"), with its principal place of business located at 2455 Horse Pen Road, Herndon, Virginia 20171. W I T N E S S E T H: WHEREAS, the Consultant has expertise in particular areas relevant to OCC's business; WHEREAS, the Consultant desires to provide advice and other services to OCC that draw upon such expertise; and WHEREAS, OCC desires to employ the Consultant to re

Orbcomm Corp – RESTATED MASTER AGREEMENT (July 1st, 1998)

1 EXHIBIT 10.4.2 AMENDMENT NO. 2 TO RESTATED MASTER AGREEMENT This Amendment No. 2 to Restated Master Agreement ("Amendment No. 2") is made and entered into this --- day of _______, 1998 by and among Orbital Sciences Corporation ("Orbital"), Orbital Communications Corporation ("ORBCOMM"), Teleglobe Inc. ("Teleglobe") and Teleglobe Mobile Partners ("Teleglobe Mobile"). W I T N E S S E T H WHEREAS, Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile previously entered into a Restated Master Agreement dated as of September 12, 1995 (the "Restated Master Agreement"), as amended by Amendment No. 1 to the Restated Master Agreement dated February 5, 1997; and WHEREAS, Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile desire to further amend and modify the Restated Master Agreeme

Orbcomm Corp – AGREEMENT OF LIMITED PARTNERSHIP (July 1st, 1998)

1 EXHIBIT 10.3 ================================================================================ AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ORBCOMM GLOBAL, L.P. DATED AS OF --, 1998 ================================================================================ 2 TABLE OF CONTENTS PAGE ARTICLE I. ORGANIZATIONAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.01. Continuation. . . . . . . . . . . . . . . . . . . . . . . . 2

Orbcomm Corp – COMPANY ADMINISTRATIVE SERVICES AGREEMENT (July 1st, 1998)

1 EXHIBIT 10.19 COMPANY ADMINISTRATIVE SERVICES AGREEMENT This Company Administrative Services Agreement ("Agreement") is entered into as of ________, 1998 by and between ORBCOMM Global, L.P., a Delaware limited partnership ("ORBCOMM Global") and ORBCOMM Corporation, a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Company has requested that ORBCOMM Global, and ORBCOMM Global has agreed to, provide to the Company certain administrative and other related services. NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1 - SERVICES TO BE PROVIDED Section 1.1 - Services. ORBCOMM Global shall provide

Orbcomm Corp – UNIT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (July 1st, 1998)

1 EXHIBIT 4.3 UNIT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT DATED AS OF --, 1998 BY AND AMONG ORBCOMM CORPORATION, ORBCOMM GLOBAL, L.P., ORBITAL COMMUNICATIONS CORPORATION AND TELEGLOBE MOBILE PARTNERS 2 UNIT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT This UNIT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of --, 1998, is made by and among ORBCOMM Corporation (the "COMPANY"), a Delaware corporation, ORBCOMM Global, L.P. ("ORBCOMM"), a Delaware limited partnership, Orbital Communications Corporation ("OCC"), a Delaware corporation and Teleglobe Mobile Partners ("TELEGLOBE MOBILE"), a Delaware general partnership.

Orbcomm Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (July 1st, 1998)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORBCOMM CORPORATION FIRST: The name of the corporation (hereinafter sometimes referred to as the "Corporation") is: ORBCOMM CORPORATION SECOND: The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, New Castle County, Wilmington, Delaware 19805. The name of its registered agent at such address is the Corporation Service Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The aggregate number of all classes of shares which the Corporation shall have authority to issue is one hundred fifty million (150,00

Orbcomm Corp – CONSENT TO AMENDMENT (July 1st, 1998)

1 EXHIBIT 10.6.1 CONSENT TO AMENDMENT Each of the undersigned hereby consents to the amendment of the Restated Proprietary Information and Non-Competition Agreement dated as of September 12, 1995 by and among Orbital Sciences Corporation, Orbital Communications Corporation, Teleglobe Inc., Teleglobe Mobile Partners, ORBCOMM Global, L.P., ORBCOMM USA, L.P. and ORBCOMM International Partners, L.P., in the form attached hereto as Exhibit A, as of this ___ day of _______, 1998. ORBITAL SCIENCES CORPORATION By: --------------------------------- Name: Jeffrey V. Pirone Title: Executive Vice President and Chief Financial Officer TELEGLOBE INC. By:

Orbcomm Corp – SUBSCRIPTION AGREEMENT (July 1st, 1998)

1 EXHIBIT 4.2 SUBSCRIPTION AGREEMENT DATED AS OF --, 1998 BY AND BETWEEN ORBCOMM CORPORATION AND ORBCOMM GLOBAL, L.P. 2 This SUBSCRIPTION AGREEMENT (this "Agreement") is dated as of --, 1998 and is by and between ORBCOMM Corporation, a Delaware corporation (the "Company"), and ORBCOMM Global, L.P. ("ORBCOMM"), a Delaware limited partnership. WHEREAS, the Company intends to consummate an underwritten initial public offering (the "Offering") of 6,000,000 shares of its Common Stock, par value $.01 per share (the "Common Stock") (6,900,000 shares if the Underwriters' over-allotment option is exercised in full) and to use the proceeds of the Offering to purchase an e

Orbcomm Corp – SHARE ISSUANCE AGREEMENT (July 1st, 1998)

1 EXHIBIT 4.4 =============================================================================== SHARE ISSUANCE AGREEMENT BY AND BETWEEN ORBCOMM CORPORATION AND ORBCOMM GLOBAL, L.P. DATED AS OF --, 1998 =============================================================================== 2 SHARE ISSUANCE AGREEMENT This SHARE ISSUANCE AGREEMENT (this "AGREEMENT") dated as of --, 1998, is made by and between ORBCOMM Corporation (the "COMPANY"), a corporation organized under the laws of the State of Delaware and ORBCOMM Global, L.P. ("ORBCOMM"), a limited partnership organized under the laws of the State of Delaware.

Orbcomm Corp – ORBCOMM SYSTEM PROCUREMENT AGREEMENT (July 1st, 1998)

1 EXHIBIT 10.5.5 AMENDMENT NO. 5 TO ORBCOMM SYSTEM PROCUREMENT AGREEMENT This Amendment No. 5 ("Amendment No. 5") to ORBCOMM System Procurement Agreement is entered into this ___ day of _______, 1998 between ORBCOMM Global, L.P. ("ORBCOMM Global") and Orbital Sciences Corporation ("Orbital") WITNESSETH WHEREAS, the parties previously entered into ORBCOMM System Procurement Agreement dated as of September 12, 1995 (the "Procurement Agreement"); and WHEREAS, the parties wish to amend certain terms and conditions of the Agreement as provided herein; NOW THEREFORE, the parties agree as follows: ARTICLE 1 - DEFINITIONS Terms used herein and not otherwise defined shall have the meanings assigned thereto in the Procurement Agreement. ARTICLE 2 - AMENDMENTS Section 2.7 of the Procurement

Orbcomm Corp – UNDERWRITING AGREEMENT (July 1st, 1998)

1 EXHIBIT 1.1 6,000,000 Shares of Common Stock ORBCOMM CORPORATION UNDERWRITING AGREEMENT , 1998 ---------- BEAR, STEARNS & CO. INC. 245 Park Avenue New York, New York 10167 J.P. MORGAN SECURITIES INC. 60 Wall Street New York, New York 10260 Dear Sirs: ORBCOMM Corporation, a corporation organized and existing under the laws of Delaware (the "Company"), proposes subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 6,000,000 shares (the "Firm Shares") of the Company's common stock, par value $.01 per share (the "Common Stock") and, for the sole purpose of covering o

Orbcomm Corp – ORBCOMM SYSTEM CONSTRUCTION AND OPERATIONS AGREEMENT (June 12th, 1998)

1 EXHIBIT 10.2 ORBCOMM SYSTEM CONSTRUCTION AND OPERATIONS AGREEMENT This ORBCOMM System Construction and Operations Agreement (the "Agreement") is made and entered into as of ________ __, 1998, by and between Orbital Communications Corporation, a Delaware corporation ("OCC"), and ORBCOMM Global, L.P., a Delaware limited partnership ("ORBCOMM") and amends and restates the Restated ORBCOMM System Construction Agreement, dated as of September 12, 1995, as amended by that certain Amendment No. 1 to Restated ORBCOMM System Construction Agreement, dated as of July 1, 1996, in each case, by and between OCC and ORBCOMM. WITNESSETH WHEREAS, Orbital Sciences Corporation, a Delaware corporation ("Orbital"), OCC, Teleglobe Inc., a Canadian corporation ("Teleglobe"), Teleglobe Mobile Partners, a Delaware general partnership ("Teleglobe Mobile"), ORBCOMM, ORB

Orbcomm Corp – CONTRIBUTION AGREEMENT (June 12th, 1998)

1 EXHIBIT 2.1 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of ________ __, 1998, is entered into by and among ORBCOMM Global, L.P., a Delaware limited partnership (the "Partnership"), Orbital Communications Corporation, a Delaware corporation ("OCC") and Teleglobe Mobile Partners, a Delaware general partnership ("Teleglobe Mobile"). RECITALS WHEREAS, each of OCC and Teleglobe Mobile is a general and a limited partner of the Partnership, with each owning 50% of the partnership interests of the Partnership; WHEREAS, each of OCC and the Partnership is a general and a limited partner of ORBCOMM USA, L.P. ("ORBCOMM USA"), with OCC owning 2% and the Partnership owning 98% of the partnership interests of ORBCOMM USA; WHEREAS, each of Teleglobe Mobile and the Partnership is a gener

Orbcomm Corp – ORBCOMM SYSTEM PROCUREMENT AGREEMENT (June 1st, 1998)

1 EXHIBIT 10.5.3 AMENDMENT NO. 3 TO ORBCOMM SYSTEM PROCUREMENT AGREEMENT This Amendment No. 3 ("Amendment No. 3") to the ORBCOMM System Procurement Agreement is entered into this 31st day of March, 1998 between ORBCOMM Global, L.P. ("ORBCOMM Global") and Orbital Sciences Corporation ("Orbital"). WITNESSETH WHEREAS, the parties previously entered into the ORBCOMM System Procurement Agreement dated September 12, 1995 (the "Procurement Agreement") and Amendments No. 1 and No. 2 thereto dated December 9, 1996 and March 24, 1997, respectively; and WHEREAS, the parties wish to set forth their agreement pertaining to a certain claim for equitable price adjustment to the Procurement Agreement for changes made and associated costs incurred by Orbital under the Procurement Agreement through December 31, 199

Orbcomm Corp – CERTIFICATE OF LIMITED PARTNERSHIP (June 1st, 1998)

1 EXHIBIT 2.3 CERTIFICATE OF CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP OF ORBCOMM INTERNATIONAL PARTNERS, L.P. ORBCOMM International Partners, L.P. (the "Partnership"), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of canceling the Certificate of Limited Partnership of the Partnership pursuant to Section 17-203 of the Act, hereby certifies that: FIRST: The name of the Partnership is ORBCOMM International Partners, L.P. SECOND: The Partnership's Certificate of Limited Partnership was originally filed in the Office of the Secretary of State on July 21, 1993. THIRD: This Certificate of Cancellation is being filed because the Partnership h

Orbcomm Corp – ORBCOMM SYSTEM PROCUREMENT AGREEMENT (June 1st, 1998)

1 EXHIBIT 10.5.4 AMENDMENT NO. 4 TO ORBCOMM SYSTEM PROCUREMENT AGREEMENT This Amendment No. 4 ("Amendment No. 4") to the ORBCOMM System Procurement Agreement is entered into this 31st day of March, 1998 between ORBCOMM Global, L.P. ("ORBCOMM Global") and Orbital Sciences Corporation ("Orbital"). WITNESSETH WHEREAS, the parties previously entered into the ORBCOMM System Procurement Agreement dated September 12, 1995 (the "Procurement Agreement") and Amendments No. 1, No. 2 and No. 3 thereto; and WHEREAS, the terms associated with the option to procure an additional Pegasus launch vehicle have expired; and WHEREAS, the parties wish to further amend the Procurement Agreement to provide for the launch of a fourth plane of satellites into an equatorial orbit using the Pegasus launch vehicle.

Orbcomm Corp – CERTIFICATE OF LIMITED PARTNERSHIP (June 1st, 1998)

1 EXHIBIT 2.2 CERTIFICATE OF CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP OF ORBCOMM USA, L.P. ORBCOMM USA, L.P. (the "Partnership"), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of canceling the Certificate of Limited Partnership of the Partnership pursuant to Section 17-203 of the Act, hereby certifies that: FIRST: The name of the Partnership is ORBCOMM USA, L.P. SECOND: The Partnership's Certificate of Limited Partnership was originally filed in the Office of the Secretary of State on July 21, 1993. THIRD: This Certificate of Cancellation is being filed because the Partnership has ceased transacting business.

Orbcomm Corp – CERTIFICATE OF INCORPORATION (April 21st, 1998)

1 EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF ORBCOMM CORPORATION The undersigned, in order to form a corporation pursuant to Section 102 of the General Corporate Law of the State of Delaware, does hereby certify: FIRST: The name of the corporation (hereinafter sometimes referred to as the "Corporation") is: ORBCOMM CORPORATION SECOND: The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, New Castle County, Wilmington, Delaware 19805. The name of its registered agent at such address is the Corporation Service Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporati