EX-9.1 5 y19769exv9w1.txt EX-9.1: SECOND AMENDED & RESTATED PREFERRED STOCK VOTING AGREEMENT 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. 2 (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." 3 (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 4 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. 5 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"). 6 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/ Jerome B. Eisenberg ------------------------------------ Jerome B. Eisenberg Chief Executive Officer (Signature Page to Second Amended and Restated Preferred Stock Voting Agreement) (Counterpart Signature Pages to Follow) 7 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: R. Bednarek SES (please print) Notice Address for Investor: (please complete) Signed by: /s/ R. Bednarek ----------------------------- Name: R. Bednarek 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: Jerome B. Eisenberg (please print) Notice Address for Investor: (please complete) Signed by: /s/ Jerome B. Eisenberg ----------------------------- Name: Jerome B. Eisenberg 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/ Peter Schiff ----------------------------- Name: P.G. Schiff 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: Richard K. Webel Trust (please print) Notice Address for Investor: ------------------------------ (please complete) ------------------------------ ------------------------------ Signed by: /s/ Peter Schiff ----------------------------- Name: P.G. Schiff 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/ Henry T. Wilson ----------------------------- Name: Henry T. Wilson 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/ Henry T. Wilson ----------------------------- Name: Henry T. Wilson 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: Don Franco (please print) Notice Address for Investor: (please complete) Signed by: /s/ Don Franco ----------------------------- Name: Don Franco 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/ Don Franco ----------------------------- 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/ Leslie W. Golden ----------------------------- Name: Leslie W. Golden 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: H. Steininger (please print) Notice Address for Investor: (please complete) Signed by: /s/ H. Steininger ----------------------------- 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: -------------------------------------- (please complete) -------------------------------------- -------------------------------------- Signed by: /s/ Marco Fuchs ----------------------------- 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/ Tim Kelleher ----------------------------- Name: Tim Kelleher 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/ Ronald Gerwig ----------------------------- Name: Ronald Gerwig 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/ Jerome B. Eisenberg ----------------------------- Name: Jerome B. Eisenberg Title: EXHIBIT A INVESTORS LIST OF PREFERRED STOCKHOLDERS
SERIES A PREFERRED NAME OF SERIES A PREFERRED STOCKHOLDER SHARES -------------------------------------- --------- Albert Nickel 70,373 A. Alex Porter 149,402 Arthur Bahr 10,553 Bert Cohen 117,400 Bukfenc Inc. 94,992 Christopher Lust 21,107 Crystal Lake Partners 92,201 Daniel Sullivan 42,213 Denis Nayden 158,453 Don Franco 361,131 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 50,666 Estrin New Ventures LLC 114,875 Eve Chrust, Chrust 2001 Business Trust 5,102 Hans Steininger 99,542 Hyung-Jin Song 61,909 Henry Wilson 15,834 Hoboken Partners 1 LLC 106,449 James Higby 38,694 Jeffrey Riecker 11,673 Jerome B. Eisenberg 333,425 Jerry Kay 19,241 Joel Friedman 8,802 John Connelly 50,310 John Levinson 84,429 Liza Chrust, Chrust 2001 Business Trust 5,102 Marc Eisenberg 21,108 Marilyn Gordon 17,941 Mark Sullivan 182,961 Mary Higgins Clark 100,257
63 Michael Friedman 84,429 Mike Sullivan 22,868 Miller & Wrubel 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 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 Participations 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 John & Mary Franco 34,180 Walter H. Sonnenfeldt 35,211 Henning Melchers 25,799 Hans E.W. Hoffmann 10,744 Emmett Hume IRA 75,915 David D. Hume 65,140 Cara L. Hume 65,140 Andre-Michael Schultz 20,337 Mark & Joan Goldstein 20,000 Emmett Hume 5,281 Cynthia Eisenberg 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 Denis Nayden 52,109 Hyung-Jin Song 248 Hoboken Partners 1 LLC 37,220 Mark Sullivan 60,049 Estrin New Ventures LLC 12,903 Nakoma Investments LLC 24,813 Bert Cohen 38,461 Bukfenc Inc. 12,406 Mary Higgins Clark 18,610 William Vanden Heuvel 28,784 Michael Friedman 27,791 Steven G. Chrust 1,240 Henning Melchers 24,813 Albert Nickel 23,076 Hans Hoffmann 3,970 Edmund B. Greene 4,962 Philip Lodewick 14,392 Elizabeth Steele 12,406 SK Partners 12,406 E. Bulkeley Griswold 8,684 William Jaffe 6,203 Andre-Michael Schultz 16,377 Steven Chrust IRA 9,925 Shippan Fund LLC 9,677 Mike Sullivan 9,925 Christopher Lust 9,925 Jerry Kay 6,203 Murray Slimowitz IRA 2,977 Liza Chrust, Chrust 2001 Business Trust 1,488 Eve Chrust, Chrust 2001 Business Trust 1,488 Richard K. Webel Trust 2,481 Arthur Bahr 3,473 E. Bulkeley Griswold IRA 2,481 Robert Loud IRA 2,977 Marble Arch Group Ltd. 124,069 346 Hillcrest F & F Partners LLC 248,138 Orbcomm Venture, LLC 307,692 John D. Curtis Revocable Trust 428,039 Dwaine L. and Cynthia Willet 428,039 Investment Partners of Orlando LLP 117,866 MH Investors Satellite LLC 24,813 PCG Satellite Investments, LLC 49,627
65