S-1/A
 

As filed with the Securities and Exchange Commission on October 30, 2006
Registration No. 333-134088
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 6
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
ORBCOMM Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   4899   41-2118289
(State or Other Jurisdiction of
Incorporation of Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)
 
2115 Linwood Avenue, Suite 100
Fort Lee, New Jersey 07024
(201) 363-4900
(Address, including zip code, and telephone number
including area code, of registrant’s principal executive offices)
Christian G. Le Brun, Esq.
General Counsel
ORBCOMM Inc.
2115 Linwood Avenue, Suite 100
Fort Lee, New Jersey 07024
(201) 363-4900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
Copies to:
     
Sey-Hyo Lee, Esq.
Alejandro R. San Miguel, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
  James H. Ball, Jr., Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
 
     Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.    o
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                  
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                  
     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                  
 
CALCULATION OF REGISTRATION FEE
             
             
             
      Proposed Maximum     Amount of
Title of Each Class of     Aggregate Offering     Registration
Securities to be Registered     Price(1)(2)     Fee(3)
             
Common Stock, par value $0.001 per share
    $179,576,180     $19,215
             
             
(1)  Includes shares which the underwriters have the option to purchase solely to cover over-allotments, if any.
 
(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
 
(3)  Includes $16,050 previously paid in connection with the initial filing.
     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 


 

EXPLANATORY NOTE
This Amendment No. 6 is being filed solely for the purpose of recalculating the registration fee for the Registration Statement on Form S-1 (Registration No. 333-134088) and to amend Part II of the Registration Statement to amend Item 13 “Other Expenses of Issuance and Distribution” and Item 14 “Indemnification of Directors and Officers” and to refile Exhibits 3.3, 4.1 and 5 to the Registration Statement.


 

PART II
Information Not Required in Prospectus
Item 13.  Other Expenses of Issuance and Distribution
The following table sets forth the various expenses, other than the underwriting discounts and commissions, payable by us in connection with the sale and distribution of the securities being registered. All amounts shown are estimates, except the Securities and Exchange Commission registration fee, the National Association of Securities Dealers, Inc. filing fee and the Nasdaq National Market application fee.
         
SEC registration fee
  $ 19,215  
NASD filing fee
    18,458  
Nasdaq Global Market application fee
    120,000  
Accounting fees and expenses
    1,500,000  
Legal fees and expenses
    2,100,000  
Printing and engraving expenses
    400,000  
Transfer agent fees and expenses
    25,000  
Blue sky fees and expenses
    10,000  
Miscellaneous fees and expenses
    537,327  
       
Total
  $ 4,730,000  
       
 
Item 14.  Indemnification of Directors and Officers
ORBCOMM Inc. is a Delaware corporation. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to ORBCOMM Inc. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit.
Article Seventh of ORBCOMM Inc.’s amended and restated certificate of incorporation provides that a director of ORBCOMM Inc. shall not be liable to ORBCOMM Inc. or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law. In addition, ORBCOMM Inc.’s amended bylaws and the appendix thereto provide for the indemnification of ORBCOMM Inc.’s directors, officers, employees and agents to the extent permitted by Delaware law. We have entered into indemnity agreements with our directors and our executive officers whereby we have agreed to indemnify the directors and executive officers to the extent permitted by our bylaws and Delaware law.
Item 15. Recent Sales of Unregistered Securities
During the past three fiscal years, we have issued securities in the following transactions, each of which was exempt from the registration requirements of Securities Act of 1933, as amended (Securities
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Act). All of the below-referenced securities issued pursuant to the exemption from registration under Section 4(2) of the Securities Act are deemed restricted securities for the purposes of the Securities Act and the presentation gives retroactive effect to the 2-for-3 reverse stock split of our common stock effected on October 6, 2006.
During 2003, 2004, 2005 and 2006, we issued the following securities in transactions exempt from registration under Section 4(2) or 3(a)(9) of the Securities Act:
•  In March 2003, ORBCOMM LLC issued convertible notes in the aggregate principal amount of approximately $4.5 million to unrelated parties of which notes totaling approximately $165,000 were issued to a placement agent. ORBCOMM LLC issued additional convertible notes in the aggregate principal amount of approximately $1.2 million to related parties. Additionally, with the issuance of these notes, ORBCOMM LLC issued warrants to purchase 1,182,580 membership interests units of ORBCOMM LLC with a fair value of approximately $930,000.
 
•  In January and February 2004, ORBCOMM LLC issued convertible notes in the aggregate principal amount of approximately $1.3 million. ORBCOMM LLC also issued warrants to purchase 131,578 membership interest units of ORBCOMM LLC in connection with these notes.
 
•  On February 17, 2004, we completed a private placement of 6,302,817 shares of our Series A preferred stock at a purchase price of $2.84 per share, or an aggregate of approximately $17.9 million, to SES Global, S.A., Ridgewood Satellite LLC, OHB Technology A.G., Sagamore Hill Hub Fund Ltd., Northwood Ventures LLC and Northwood Capital Partners LLC, each of which is and was at the time an accredited investor, including conversion of a note in the amount of $2.6 million issued to Ridgewood Satellite LLC.
 
•  In connection with the private placement, approximately $11.0 million of the outstanding convertible debt of ORBCOMM LLC, which included the notes issued in 2003 and 2004 as well as other notes issued prior to 2003, was converted into approximately 3.9 million shares of our Series A preferred stock.
 
•  In connection with the private placement, the corporate structure of ORBCOMM LLC was reorganized such that ORBCOMM LLC became our wholly owned subsidiary and the former members of ORBCOMM LLC were issued 5,657,934 shares of our common stock in exchange for their membership interest units and holders of warrants to purchase membership interest units of ORBCOMM LLC were issued warrants to purchase 1,824,665 shares of our common stock.
 
•  In connection with the reorganization, two of our officers contributed all of their interests in Sistron International LLC (representing 100% of Sistron) to us in exchange for 127,414 shares of Series A preferred stock in the amount of approximately $361,855.
 
•  On August 13, 2004, we completed a follow-on sale of 4,051,888 shares of Series A preferred stock in the amount of approximately $11.5 million to existing holders of Series A preferred stock.
 
•  In 2005, we issued Transport International Pool, Inc. 32,083 shares of common stock in the amount of approximately $136,000 upon Transport International Pool, Inc.’s non-cancellable order for the purchase of our products.
 
•  In October 2005, pursuant to an agreement entered into in connection with the 2004 reorganization, we acquired, from two of our officers, a 51% interest of Satcom in exchange for (i) 620,000 shares of Series A preferred stock in the amount of approximately $1,760,800 and (ii) a contingent payment in the event of a sale of or initial public offering.
 
•  In November and December 2005 and January 2006, we completed private placements in the amount of approximately $72.5 million, consisting of 10% convertible promissory notes due February 16, 2010, warrants to purchase our common stock and shares of our Series B preferred stock to PCG Satellite Investments, LLC (an affiliate of the Pacific Corporate Group), MH Investors Satellites LLC (an affiliate of MH Equity Investors), Torch Hill Capital and several existing investors, including Ridgewood Capital, OHB Technology A.G., Northwood Ventures and several members of senior management, and certain other private equity investors, each of which is an accredited investor. The 10% convertible notes automatically converted on December 30, 2005 into
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shares of Series B preferred stock at a conversion price of $4.03 per share, and as a result of such conversion, the warrants were cancelled for no consideration. The transactions also included the reinvestment by certain holders of our Series A preferred stock of $1.3 million of dividends paid to the Series A preferred stock holders in shares of Series B preferred stock at a price of $4.03 per share. As a result of these transactions, an aggregate of approximately 18.0 million shares of our Series B preferred stock were issued and outstanding as of June 30, 2006.
 
•  In July and August 2006, we issued an aggregate of 520,588 shares of common stock upon the exercise of warrants to purchase common stock at per share exercise prices of $2.33 and $4.26. We received aggregate gross proceeds of $1.3 million from the exercise of these warrants.
During 2004, we granted stock options to officers, directors, employees and consultants under our 2004 stock option plan covering an aggregate of 1,528,332 shares of our common stock, at an average exercise price of $3.08. During 2006, we granted stock options to an officer under our 2004 stock option plan covering an aggregate of 50,000 shares of our common stock, at an average exercise price of $4.88 per share. In 2006, we awarded 1,058,293 RSUs and 413,333 SARs with a weighted average issuance price equal to the initial public offering price of our common stock in this offering under the 2006 LTIP to employees of the Company. The stock option, RSU and SAR awards described above were made under written compensatory plans or agreements in reliance on the exemption from registration pursuant to Rule 701 under the Securities Act or pursuant to Section 4(2) under the Securities Act.
Item 16.  Exhibits and Financial Statement Schedules
(a) Exhibits
         
Exhibit No.   Description
     
  *1     Form of Underwriting Agreement.
  *3.1     Third Amended and Restated Certificate of Incorporation of the Company.
  *3.2     Amended and Restated Bylaws of the Company.
  3.3     Amended and Restated Certificate of Incorporation of the Company.
  *3.4     Form of Amended Bylaws of the Company.
  *3.5     Amendment to Third Amended and Restated Certificate of Incorporation of the Company.
  4.1     Specimen certificate for common stock, par value $0.001 per share, of the Company.
  *4.2     Second Amended and Restated Stockholders Agreement, dated as of December 30, 2005, among the Company and certain preferred stockholders and common stockholders of the Company.
  *4.3     Consent of certain holders of Series B convertible redeemable preferred stock, dated as of October 11, 2006.
  5     Opinion of Chadbourne & Parke LLP as to the legality of the common stock.
  *9.1     Second Amended & Restated Preferred Stock Voting Agreement, dated as of December 30, 2005, among the Company and certain preferred stockholders of the Company.
  *9.2     Amended and Restated Common Stock Voting Agreement, dated as of November 18, 2005, among the Company and certain common stockholders of the Company.
  *†10.1     Validation Services Agreement, dated May 20, 2004, between the Company and the United States Coast Guard.
  *†10.2.1     Cooperation Agreement, dated May 18, 2004, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation.
  *10.2.2     Amendment Number One to Cooperation Agreement, dated December 27, 2005, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation.
  *†10.2.3     Pricing Letter Agreement, dated May 6, 2004, between the Company and Delphi Corporation.
  *†10.3.1     ORBCOMM Concept Demonstration Satellite Bus, Integration Test and Launch Services Procurement Agreement, dated March 10, 2005, between the Company and OHB-System AG.
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Exhibit No.   Description
     
  *†10.3.2     Amendment to the Procurement Agreement, dated June 5, 2006, between the Company and OHB-System AG.
  *†10.4     ORBCOMM Concept Demonstration Communication Payload Procurement Agreement, dated November 3, 2004, between the Company and Orbital Sciences Corporation.
  *†10.5     Amendment to the Procurement Agreement, dated April 21, 2006, between the Company and Orbital Sciences Corporation.
  *10.6     Second Amended and Restated Registration Rights Agreement, dated as of December 30, 2005, by and among the Company and certain preferred stockholders of the Company.
  *10.7     Convertible Notes and Stock Purchase Agreement, dated December 30, 2005, by and among the Company and the investors party thereto.
  *10.8.1     Satcom International Group plc. Contribution Agreement, dated February 17, 2004, by and between the Company, Satcom International Group plc., Don Franco, Nancy Franco, Jerome B. Eisenberg and Europa Holdings Limited.
  *10.8.2     Satcom International Group plc. Put Agreement, dated February 17, 2004, by and between the Company, Don Franco and Europa Holdings Limited.
  *10.8.3     Reorganisation Agreement, dated October 7, 2005, between Satcom International Group plc. and other persons party thereto.
  *†10.9.1     International Value Added Reseller Agreement, dated March 14, 2003, between the Company and Transport International Pool.
  *†10.9.2     Amendment to International Value Added Reseller Agreement, dated January 26, 2006, between the Company and Transport International Pool.
  *10.9.3     Assignment and Assumption Agreement, dated February 28, 2006, between ORBCOMM LLC, Transport International Pool and GE Asset Intelligence, LLC.
  *†10.9.4     Amendment to International Value Added Reseller Agreement dated July 11, 2006 between ORBCOMM LLC and GE Asset Intelligence, LLC.
  *10.9.5     Amendment to International Value Added Reseller Agreement dated August 3, 2006 between ORBCOMM LLC and GE Asset Intelligence, LLC.
  *10.10     Form of Common Stock Warrants.
  *10.11     Form of Series A Preferred Stock Warrants.
  *10.12     Form of Ridgewood Preferred Stock Warrants.
  *10.13     Form of Indemnification Agreement between the Company and the executive officers and directors of the Company.
  *10.14     Schedule identifying agreements substantially identical to the Form of Indemnification Agreement constituting Exhibit 10.13 hereto.
  *10.15     2004 Stock Option Plan.
  *10.16     2006 Long-Term Incentives Plan.
  *10.17     Form of Incentive Stock Option Agreement under the 2004 Stock Option Plan.
  *10.18     Form of Non-Statutory Stock Option Agreement under the 2004 Stock Option Plan.
  *†10.19     Employment Agreement, effective as of June 1, 2006, between Jerome B. Eisenberg and the Company.
  *†10.20     Employment Agreement, effective as of June 1, 2006, between Marc Eisenberg and the Company.
  *10.21.1     Employment Agreement, dated as of May 5, 2006, between John P. Brady and the Company.
  *10.21.2     Amendment to Stock Option Agreement, dated as of May 5, 2006, between John P. Brady and the Company.
  *10.21.3     Retention and Separation Agreement, effective as of October 11, 2006, between John P. Brady and the Company.
  *†10.22     Employment Agreement, effective as of June 1, 2006, between John J. Stolte, Jr. and the Company.
  *10.23     Employment Agreement, effective as of August 2, 2004, between Emmett Hume and the Company.
  *10.24     Form of Restricted Stock Unit Award Agreement under the 2006 Long-Term Incentives Plan.
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Exhibit No.   Description
     
  *10.25     Form of Stock Appreciation Rights Award Agreement under the 2006 Long-Term Incentives Plan.
  *†10.26     Employment Agreement, effective as of October 1, 2006, between Robert G. Costantini and the Company.
  *†10.27     Letter agreement, dated October 10, 2006, between Stellar Satellite Communications Ltd. and GE Asset Intelligence, LLC.
  *16     Letter of J.H. Cohn LLP regarding change in certifying accountant.
  *21     Subsidiaries of the Company.
  *23.1     Consent of Deloitte & Touche LLP, an independent registered public accounting firm.
  *23.2     Consent of J.H. Cohn LLP, an independent registered public accounting firm.
  *23.3     Consent of Chadbourne & Parke LLP, contained in their opinion as filed as Exhibit 5.
  *24.1     Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and executive officers of the Company.
  *24.2     Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and executive officers of the Company.
  *99.1     Consent of Harbor Research, Inc.
  *99.2     Consent of Hans E.W. Hoffmann to be named as a director of the Company.
  *99.3     Consent of Gary H. Ritondaro to be named as a director of the Company.
 
* Previously filed.
Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.
(b) Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2003, 2004 and 2005 appears on page F-61.
Item 17.  Undertakings
The undersigned registrant hereby undertakes:
  to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser;
 
  that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;
 
  that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser to the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser;
  that, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
 
  that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ORBCOMM Inc. has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lee, State of New Jersey, on October 30, 2006.
  ORBCOMM Inc.
  By:  /s/ Jerome B. Eisenberg
 
 
  Jerome B. Eisenberg
  Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed on October 30, 2006 by the following persons in the capacities indicated:
     
Signature   Title
     
Jerome B. Eisenberg*   Chief Executive Officer, President and Director
(principal executive officer)
 
Robert Bednarek*
  Director
 
John Franco*
  Director
 
Marco Fuchs*
  Director
 
Ronald Gerwig*
  Director
 
Robert Gold*
  Director
 
Leslie Golden*
  Director
 
Timothy Kelleher*
  Director
 
Matthew Lesesky*
  Director
 
Peter Schiff*
  Director
 
Robert G. Costantini*
  Executive Vice President and Chief Financial Officer (principal financial and
accounting officer)
*By: /s/ Christian G. Le Brun

 
Christian G. Le Brun, Attorney-in-Fact**
   
**  By authority of the power of attorney filed as Exhibit 24 hereto.
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Exhibit Index
                 
Exhibit        
No.   Description   Page No.
         
  *1     Form of Underwriting Agreement.        
  *3 .1   Third Amended and Restated Certificate of Incorporation of the Company.        
  *3 .2   Amended and Restated Bylaws of the Company.        
  3 .3   Amended and Restated Certificate of Incorporation of the Company.        
  *3 .4   Form of Amended Bylaws of the Company.        
  *3 .5   Amendment to Third Amended and Restated Certificate of Incorporation of the Company.        
  4 .1   Specimen certificate for common stock, par value $0.001 per share, of the Company.        
  *4 .2   Second Amended and Restated Stockholders Agreement, dated as of December 30, 2005, among the Company and certain preferred stockholders and common stockholders of the Company.        
  *4 .3   Consent of certain holders of Series B convertible redeemable preferred stock, dated as of October 11, 2006.        
  5     Opinion of Chadbourne & Parke LLP as to the legality of the common stock.        
  *9 .1   Second Amended & Restated Preferred Stock Voting Agreement, dated as of December 30, 2005, among the Company and certain preferred stockholders of the Company.        
  *9 .2   Amended and Restated Common Stock Voting Agreement, dated as of November 18, 2005, among the Company and certain common stockholders of the Company.        
  *†10 .1   Validation Services Agreement, dated May 20, 2004, between the Company and the United States Coast Guard.        
  *†10 .2.1   Cooperation Agreement, dated May 18, 2004, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation.        
  *10 .2.2   Amendment Number One to Cooperation Agreement, dated December 27, 2005, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation.        
  *†10 .2.3   Pricing Letter Agreement, dated May 6, 2004, between the Company and Delphi Corporation.        
  *†10 .3.1   ORBCOMM Concept Demonstration Satellite Bus, Integration Test and Launch Services Procurement Agreement, dated March 10, 2005, between the Company and OHB-System AG.        
  *†10 .3.2   Amendment to the Procurement Agreement, dated June 5, 2006, between the Company and OHB-System AG.        
  *†10 .4   ORBCOMM Concept Demonstration Communication Payload Procurement Agreement, dated November 3, 2004, between the Company and Orbital Sciences Corporation.        
  *†10 .5   Amendment to the Procurement Agreement, dated April 21, 2006, between the Company and Orbital Sciences Corporation.        
  *10 .6   Second Amended and Restated Registration Rights Agreement, dated as of December 30, 2005, by and among the Company and certain preferred stockholders of the Company.        
  *10 .7   Convertible Notes and Stock Purchase Agreement, dated December 30, 2005, by and among the Company and the investors party thereto.        
  *10 .8.1   Satcom International Group plc. Contribution Agreement, dated February 17, 2004, by and between the Company, Satcom International Group plc., Don Franco, Nancy Franco, Jerome B. Eisenberg and Europa Holdings Limited.        


 

                 
Exhibit        
No.   Description   Page No.
         
  *10 .8.2   Satcom International Group plc. Put Agreement, dated February 17, 2004, by and between the Company, Don Franco and Europa Holdings Limited.        
  *10 .8.3   Reorganisation Agreement, dated October 7, 2005, between Satcom International Group plc. and other persons party thereto.        
  *†10 .9.1   International Value Added Reseller Agreement, dated March 14, 2003, between the Company and Transport International Pool.        
  *†10 .9.2   Amendment to International Value Added Reseller Agreement, dated January 26, 2006, between the Company and Transport International Pool.        
  *10 .9.3   Assignment and Assumption Agreement, dated February 28, 2006, between ORBCOMM LLC, Transport International Pool and GE Asset Intelligence, LLC.        
  *†10 .9.4   Amendment to International Value Added Reseller Agreement dated July 11, 2006 between ORBCOMM LLC and GE Asset Intelligence.        
  *10 .9.5   Amendment to International Value Added Resellers Agreement, dated August 3, 2006, between ORBCOMM LLC and GE Asset Intelligence, LLC.        
  *10 .10   Form of Common Stock Warrants.        
  *10 .11   Form of Series A Preferred Stock Warrants.        
  *10 .12   Form of Ridgewood Preferred Stock Warrants.        
  *10 .13   Form of Indemnification Agreement between the Company and the executive officers and directors of the Company.        
  *10 .14   Schedule identifying agreements substantially identical to the Form of Indemnification Agreement constituting Exhibit 10.13 hereto.        
  *10 .15   2004 Stock Option Plan.        
  *10 .16   2006 Long-Term Incentives Plan.        
  *10 .17   Form of Incentive Stock Option Agreement under the 2004 Stock Option Plan.        
  *10 .18   Form of Non Statutory Stock Option Agreement under the 2004 Stock Option Plan.        
  *†10 .19   Employment Agreement, effective as of June 1, 2006, between Jerome B. Eisenberg and the Company.        
  *†10 .20   Employment Agreement, effective as of June 1, 2006, between Marc Eisenberg and the Company.        
  *10 .21.1   Employment Agreement, dated as of May 5, 2006, between John P. Brady and the Company.        
  *10 .21.2   Amendment to Stock Option Agreement, dated as of May 5, 2006, between John P. Brady and the Company.        
  *10 .21.3   Retention and Separation Agreement, effective as of October 11, 2006, between John P. Brady and the Company.        
  *†10 .22   Employment Agreement, effective as of June 1, 2006, between John J. Stolte, Jr. and the Company.        
  *10 .23   Employment Agreement, effective as of August 2, 2004, between Emmett Hume and the Company.        
  *10 .24   Form of Restricted Stock Unit Award Agreement under the 2006 Long-Term Incentives Plan.        
  *10 .25   Form of Stock Appreciation Rights Award Agreement under the 2006 Long-Term Incentives Plan.        
  *†10 .26   Employment Agreement, effective as of October 1, 2006, between Robert G. Costantini and the Company.        
  *†10 .27   Letter agreement, dated October 10, 2006, between Stellar Satellite Communications Ltd. and GE Asset Intelligence, LLC.        
  *16     Letter of J.H. Cohn LLP regarding change in certifying accountant.        


 

                 
Exhibit        
No.   Description   Page No.
         
  *21     Subsidiaries of the Company.        
  *23 .1   Consent of Deloitte & Touche LLP, an independent registered public accounting firm.        
  *23 .2   Consent of J.H. Cohn LLP, an independent registered public accounting firm.        
  *23 .3   Consent of Chadbourne & Parke LLP, contained in their opinion as filed as Exhibit 5.        
  *24 .1   Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and executive officers of the Company.        
  *24 .2   Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and executive officers of the Company.        
  *99 .1   Consent of Harbor Research, Inc.        
  *99 .2   Consent of Hans E.W. Hoffmann to be named as director of the Company.        
  *99 .3   Consent of Gary H. Ritondaro to be named as a director of the Company.        
 
Previously filed.
 
Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.
<PAGE>

                                                                     EXHIBIT 3.3


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  ORBCOMM INC.

                                   ----------

                 Pursuant to Sections 242 and 245 of the General
                    Corporation Law of the State of Delaware

                                   ----------

          ORBCOMM INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:

FIRST: The name of the Corporation is ORBCOMM INC.

SECOND: The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on October 16, 2003.

THIRD: The Certificate of Incorporation of the Corporation is hereby amended in
its entirety and restated and integrated into a single instrument to read in
full as set forth in the Amended and Restated Certificate of Incorporation of
the Corporation attached hereto as Exhibit A and made a part hereof.

FOURTH: The Amended and Restated Certificate of Incorporation of the Corporation
was proposed by the Board of Directors of the Corporation and was duly adopted
in accordance with Section 228 of the General Corporation Law of the State of
Delaware by the stockholders of the Corporation in the manner prescribed by
Section 242 of the General Corporation Law of the State of
 Delaware.

FIFTH: The Amended and Restated Certificate of Incorporation of the Corporation
was duly adopted in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware.


<PAGE>

          IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its officer thereunto duly authorized this 30th day of 
October, 2006.

                                        ORBCOMM INC.



                                        By:    /s/ Christian G. Le Brun
                                            ------------------------------------
                                        Name:  Christian G. Le Brun
                                              ----------------------------------
                                        Title: Senior Vice President and 
                                               General Counsel
                                               ---------------------------------


                                       2


<PAGE>

                                                                       Exhibit A


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  ORBCOMM INC.

FIRST: The name of the Corporation is

                                  ORBCOMM INC.

SECOND: The Corporation's registered office in the State of Delaware is located
at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware
19808 and the name of its registered agent at that address is Corporation
Service Company.

THIRD: The nature of the business, or objects or purposes to be transacted,
promoted or carried on, are: 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 total number of shares of all classes of stock which the Corporation
shall have the authority to issue is 300,000,000, of which 50,000,000 shares of
the par value of $0.001 are to be of a class designated Preferred Stock and
250,000,000 shares of the par value of $0.001 each are to be of a class
designated Common Stock.

          In this Article Fourth, any reference to a section or paragraph,
without further attribution, within a provision relating to a particular class
of stock is intended to refer solely to the specified section or paragraph of
the other provisions relating to the same class of stock.

COMMON STOCK

          The Common Stock shall have the following voting powers, designations,
preferences and relative, participating, optional and other special rights, and
qualifications, limitations or restrictions thereof:

          1. DIVIDENDS. Whenever the full dividends upon any outstanding
     Preferred Stock for all past dividend periods shall have been paid and the
     full dividends thereon for the then current respective dividend periods
     shall have been paid, or declared and a sum sufficient for the respective
     payments thereof set apart, the holders of shares of the Common Stock shall
     be entitled to receive such dividends and distributions in equal amounts
     per share, payable in cash or otherwise, as may be declared thereon by the
     Board of Directors from time to time out of assets or funds of the 
     Corporation legally available therefor, subject to the rights of holders 
     of Preferred Stock in this Certificate of Incorporation or in any 
     Preferred Stock Designation.
     

<PAGE>

          2. RIGHTS ON LIQUIDATION. In the event of any liquidation, dissolution
     or winding-up of the Corporation, whether voluntary or involuntary, after
     the payment or setting apart for payment to the holders of any outstanding
     Preferred Stock of the full preferential amounts to which such holders are
     entitled as herein provided or referred to, all of the remaining assets of
     the Corporation shall belong to and be distributable in equal amounts per
     share to the holders of the Common Stock; provided, however, that for so
     long as the designations of the Series A Preferred Stock and Series B
     Preferred Stock pursuant to Section 1 under the caption "SERIES A AND
     SERIES B PREFERRED STOCK" in Article Fourth hereof remain in effect, the
     assets of the Corporation shall be distributed as provided in Section 4
     under the caption "SERIES A AND SERIES B PREFERRED STOCK" in Article Fourth
     hereof. For purposes of this paragraph 2, a consolidation or merger of the
     Corporation with any other corporation, or the sale, transfer or lease of
     all or substantially all its assets shall not constitute or be deemed a
     liquidation, dissolution or winding-up of the Corporation; provided,
     however, that for so long as the designations of the Series A Preferred
     Stock and Series B Preferred Stock pursuant to Section 1 under the caption
     "SERIES A AND SERIES B PREFERRED STOCK" in Article Fourth hereof remain
     in effect, a liquidation, dissolution or winding up of the Corporation
     shall be deemed to be occasioned by and to include each of the events
     included in the definition of Liquidation (as defined in Section 4(b)(i)
     under the caption "SERIES A AND SERIES B PREFERRED STOCK" in Article
     Fourth hereof.

          3. VOTING. Except as otherwise provided by the laws of the State of
     Delaware or by this Article Fourth, each share of Common Stock shall
     entitle the holder thereof to one vote.

PREFERRED STOCK

          The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in series and, by filing a certificate pursuant to
the applicable law of the State of Delaware (hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:

          (a) the designation of the series, which may be by distinguishing
     number, letter or title;

          (b) the number of shares of the series, which number the Board of
     Directors may thereafter (except where otherwise provided in the Preferred
     Stock Designation) increase or decrease (but not below the number of shares
     thereof then outstanding);

          (c) whether dividends, if any, shall be cumulative or noncumulative
     and the dividend rate of the series;


                                       2


<PAGE>

          (d) the dates at which dividends, if any, shall be payable;

          (e) the redemption rights and price or prices, if any, for shares of
     the series;

          (f) the terms and amount of any sinking fund provided for the purchase
     or redemption of shares of the series;

          (g) the amounts payable on shares of the series in the event of any
     voluntary or involuntary liquidation, dissolution or winding up of the
     affairs of the Corporation;

          (h) whether the shares of the series shall be convertible or
     exchangeable into shares of any other class or series, or any other
     security, of the Corporation or any other corporation, and, if so, the
     specification of such other class or series or such other security, the
     conversion or exchange price or prices or rate or rates, any adjustments
     thereof, the date or dates as of which such shares shall be convertible or
     exchangeable and all other terms and conditions upon which such conversion
     or exchange may be made;

          (i) restrictions on the issuance of shares of the same series or of
     any other class or series; and

          (j) the voting rights, if any, of the holders of shares of the series.

          Except as may be provided in this Certificate of Incorporation or in a
Preferred Stock Designation, the Common Stock shall have the exclusive right to
vote for the election of directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the outstanding Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote of any
such holders is required pursuant to this Certificate of Incorporation or any
Preferred Stock Designation.

          The Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable law.


                                       3


<PAGE>

SERIES A AND SERIES B PREFERRED STOCK

          1. DESIGNATION AND AMOUNT. A series of Preferred Stock, with a par
value of $.001 per share, has previously been created and designated as "Series
A Preferred Stock" (the "Series A Preferred Stock") and the number of shares
constituting the Series A Preferred Stock shall be up to fifteen million
(15,000,000) shares as shall be determined by the Board of Directors. A series
of Preferred Stock, with a par value of $.001 per share, has previously been
created and designated as "Series B Preferred Stock" (the "Series B Preferred
Stock") and the number of shares constituting the Series B Preferred Stock shall
be up to thirty million (30,000,000) shares as shall be determined by the Board
of Directors. Upon there no longer being any outstanding shares of Series A
Preferred Stock and Series B Preferred Stock as a result of (i) the conversion
of all outstanding shares of Series A Preferred Stock and Series B Preferred
Stock into shares of Common Stock pursuant to Section 6 or (ii) the redemption
of all outstanding shares of Series A Preferred Stock and Series B Preferred
Stock pursuant to Section 5, the designation of the Series A Preferred Stock and
the Series B Preferred Stock under this Article Fourth shall terminate and no
longer be of any force or effect and any authorized but unissued shares of
Series A Preferred Stock and Series B Preferred Stock shall thereafter become
authorized but unissued shares of Preferred Stock without designation and may be
reissued as part of a new series of Preferred Stock subject to the conditions
and restrictions on issuance set forth herein or in any other Preferred Stock
Designation creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

          2. RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK.

          The rights, preferences and restrictions granted to and imposed on the
Series A Preferred Stock and on the Series B Preferred Stock are as set forth
below in this Article Fourth.

          3. DIVIDENDS.

          (a) The Corporation shall not declare, pay or set aside any dividends
(other than dividends payable in shares of Common Stock or as provided in the
final sentence of Subsection 3(b) below) on shares of Series A Preferred Stock
or Common Stock unless (i) the holders of the Series B Preferred Stock then
outstanding shall first receive, or simultaneously receive, the Series B
Liquidation Amount, including all accrued dividends pursuant to Subsection 3(b)
below or otherwise declared and unpaid, and a dividend on each outstanding share
of Series B Preferred Stock equal to the product of (w) the per share dividend
to be declared, paid or set aside for the Common Stock, multiplied by (x) the
number of shares of Common Stock into which such shares of Series B Preferred
Stock is then convertible, plus (y) the per share dividend to be declared, paid
or set aside for the Series A Preferred (other than dividends pursuant to
Subsection 3(b) below)


                                       4


<PAGE>

multiplied by the number of shares of Common Stock into which such shares of
Series B Preferred Stock is then convertible or (ii) the holders of at least
two-thirds of the outstanding Series B Preferred Stock (the "Supermajority
Preferred Holders") agree otherwise.

          (b) In addition to the dividends which may be paid to the holders of
Series B Preferred Stock pursuant to Subsection 3(a) above, the holders of
shares Series B Preferred Stock shall be entitled to receive, out of assets
legally available therefor, cash dividends of twelve percent (12%) per share per
annum, compounded annually. Such dividends (i) shall initially be compounded
based on the Original Series B Issue Price (as defined herein) with respect to
the Series B Preferred Stock, and (ii) shall accrue and be cumulative from the
initial date of issuance of each share of Series B Preferred Stock, whether or
not declared. Accrued dividends under this Subsection 3(b), together with
declared and unpaid dividends under Subsection 3(a) or otherwise, shall be
payable at such times as may be determined by the Board of Directors of the
Corporation (the "Board"), but shall be payable in full in any event upon any
Liquidation under Section 4 below, any Redemption under Section 5 below, or any
conversion of Series B Preferred Stock (as the case may be) into Common Stock
under Section 6 below.

          4. LIQUIDATION PREFERENCE.

          (a) In the event of any Liquidation (as hereinafter defined), whether
voluntary or involuntary, holders of Series B Preferred Stock shall be entitled,
prior to and in preference to any distribution of any assets of the Corporation
to the holders of Series A Preferred Stock or to the holders of Common Stock by
reason of their ownership thereof, an amount equal to the Original Series B
Issue Price (as hereinafter defined) plus accrued or otherwise declared but
unpaid dividends (the "Series B Liquidation Amount"). The "Original Series B
Issue Price" is $4.03 per outstanding share (as adjusted for any stock
dividends, combinations, splits, recapitalization and the like following the
effective date of this Certificate of Incorporation with respect to such
shares). If the assets of the Corporation shall be insufficient to permit the
payment in full to the holders of the Series B Preferred Stock of the amount
thus distributable, then, the entire assets of the Corporation available for
such distribution shall be distributed among the holders of the Series B
Preferred Stock pro rata based on the number of shares of Series B Preferred
Stock held by each.

          (b) After such payments have been made in full to the holders of the
Series B Preferred Stock, or funds necessary for such payment have been set
aside by the corporation in trust for the account of such holders so as to be
available for such payments, the remaining assets of the Corporation available
for distribution to stockholders shall be distributed among the holders of
Common Stock and Series B Preferred Stock on a pro rata, as-converted basis.


                                       5


<PAGE>

               (i) For purposes of this Section 4, unless otherwise agreed by
     the Supermajority Preferred Holders, a liquidation, dissolution or winding
     up of the Corporation shall be deemed to be occasioned by, or to include,
     (i) a liquidation, dissolution or winding up of the Corporation; (ii) any
     transaction or series of related transactions (including, without
     limitation, any reorganization, merger or consolidation) in which the
     holders of a majority of the voting securities of the Corporation
     immediately before such transaction (on an as converted basis) hold less
     than a majority of the voting securities of the surviving corporation; or
     (iii) a sale of all or substantially all of the assets of the Corporation
     (any of which events is hereinafter referred to as a "Liquidation").

               (ii) In any Liquidation, if the consideration received by the
     Corporation is other than cash, its value will be deemed its fair market
     value. Any securities shall be valued as follows:

               (A) Securities not subject to investment letter or other similar
restrictions on free marketability:

               (1) If traded on a national securities exchange or through the
NASDAQ Stock Market (or similar quotation system), the London Stock Exchange,
the Paris Bourse, the Frankfurt Stock Market, the Tokyo Stock Exchange or the
Hong Kong Stock Exchange, the value shall be deemed to be the average of the
closing prices of the securities on such exchange or system over the thirty (30)
day period ending three (3) business days prior to the closing;

               (2) If actively traded over-the-counter, the value shall be
deemed to be the average of the daily closing bid or sale prices (whichever is
applicable) over the thirty (30) day period ending three (3) business days prior
to the closing; and

               (3) If there is no active public market, the value shall be the
fair market value thereof, as determined by the Board and approved by the
Supermajority Preferred Holders and the holders of at least a majority of the
outstanding Common Stock (the "Majority Common Holders"); or in the event that
the Board, the Supermajority Preferred Holders and the Majority Common Holders
cannot agree on the fair market value, the value shall be the fair market value
thereof established by an investment banking firm that is mutually agreed upon
by the Board, the Supermajority Preferred Holders and the Majority Common
Holders. In the event that the Board, the Supermajority Preferred Holders and
the Majority Common Holders cannot agree on an investment banking firm, each of
the Board, the Supermajority Preferred Holders and the Majority Common Holders
shall retain an investment banking firm or appraisal firm of national prominence
and shall instruct those investment banking or appraisal firms (A) to identify,
within five (5) business days thereafter, an independent investment banking or


                                       6


<PAGE>

appraisal firm of national prominence, and (B) to instruct such investment
banking or appraisal firm to calculate, the fair market value of the securities.
The Corporation shall give the selected investment banking or appraisal firm
access to the Corporation, its employees and records in order to facilitate such
calculations. The selected investment banking or appraisal firm shall be
instructed to deliver its written calculation of the fair market value of the
security in question to each of the parties (which valuation shall be final and
binding as the fair market value of the securities thereof).

               (B) The method of valuation of securities subject to investment
letter or other restrictions on free marketability (other than restrictions
arising solely by virtue of a stockholder's status as an affiliate or former
affiliate) shall be to make an appropriate discount from the market value
determined as above in (b) (ii) (A) (1), (2) and (3) to reflect the approximate
fair market value thereof, as mutually determined by the Board, the
Supermajority Preferred Holders and the Majority Common Holders.

          (c) The Corporation shall give each holder of record of capital stock
written notice of any proposed transaction which may be deemed a Liquidation not
later than three (3) days prior to the stockholders' meeting called to approve
such transaction, or three (3) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this Section 4, and the Corporation shall thereafter give such holders prompt
notice of any material changes. The transaction shall in no event take place
sooner than three (3) days after the Corporation has given the first notice
provided for herein or sooner than two (2) days after the Corporation has given
notice of any material changes provided for herein; provided, however, that such
periods may be shortened upon the written consent of the Majority Preferred
Holders and, if necessary, Majority Common Holders.

          5. REDEMPTION.

          (a) Mandatory Redemption.

               (i) Shares of Series B Preferred Stock (except the shares of
     Series B Preferred Stock held by holders of Series B Preferred Stock that
     exercise the Opt Out Right (as defined below), if any) shall be redeemed by
     the Corporation at a price equal to the Original Series B Issue Price per
     share, plus all declared and/or accrued but unpaid dividends thereon (the
     "Series B Redemption Price"), in one cash installment as set forth below
     within sixty (60) days after receipt by the Corporation at any time on or
     after October 31, 2011, from the Majority of Series B Preferred Stock (as
     defined below), of written notice requesting redemption of all shares of
     Series B Preferred Stock (the date of the redemption being referred to


                                       7


<PAGE>

     as the "Series B Redemption Date"). Within five (5) days of the receipt of
     written notice from the Majority of Series B Preferred Stock (as defined
     below), the Company shall provide written notice to the other Series B
     Stockholders (the "Minority Series B Stockholders") of the demand for
     redemption by the Majority of Series B Preferred Stock (the "Opt-Out
     Redemption Notice"). The Opt-Out Redemption Notice shall be sent and deemed
     delivered to the Minority Series B Stockholders in the same manner as
     notice of shareholder meeting is set forth in the By-Laws of the
     Corporation. Each Minority Series B Stockholder shall have the option to
     opt out (the "Opt Out Right") of the redemption by providing to the Company
     written notice of his or its intention to exercise such Opt Out Right
     within ten (10) days after receipt of the Opt-Out Redemption Notice. The
     Minority Series B Stockholders who exercise the Opt Out Right shall forfeit
     any rights to cause any future mandatory redemption under this agreement.
     Notwithstanding the prior four sentences, if the PCG Entities (as defined
     below) hold in the aggregate less than five million five hundred
     eighty-three thousand one hundred twenty-seven (5,583,127) shares or, if
     the PCG Entities shall have purchased shares of Series B Preferred Stock in
     a Subsequent Closing (as such term is defined in the Convertible Note and
     Stock Purchase Agreement dated December 30, 2005 between, among others, the
     Corporation and the PCG Entities, as such agreement may be amended (the
     "Purchase Agreement")) pursuant to the Purchase Agreement, eleven million
     one hundred sixty-six thousand two hundred fifty-three (11,166,253) shares
     (in each case, subject to adjustment of such fixed amount for any stock
     splits, stock dividends, combinations, recapitalizations, and the like) of
     the then outstanding Series B Preferred Stock, (A) the Minority Series B
     Stockholders shall not have the Opt Out Right and the Corporation shall
     have no obligation to deliver the above-referenced Opt-Out Redemption
     Notice and (B) all shares of Series B Preferred Stock shall be redeemed on
     the Series B Redemption Date following the Company's receipt of notice
     requesting redemption of all shares of Series B Preferred Stock from the
     Majority of Series B Preferred Stock in accordance with the first sentence
     of this Subsection 5(a)(i). On the Series B Redemption Date, the
     Corporation shall redeem from each holder of Series B Preferred Stock that
     has not exercised the Opt Out Right (if applicable) all Series B Preferred
     Stock held by such holder. If the Corporation does not have sufficient
     funds legally available to redeem the Series B Preferred Stock on the
     Series B Redemption Date, (i) the Corporation shall redeem a pro rata
     portion of each holder's shares of Series B Preferred Stock that has not
     exercised the Opt Out Right (if applicable) out of funds legally available
     therefor and redeem the remaining shares to have been redeemed as soon as
     practicable after the Corporation has funds legally available therefore,
     and (ii) the Majority of Series B Preferred Stock shall have the option to
     elect a majority of the Board.


                                       8


<PAGE>

          As used in this Certificate of Incorporation, "Majority Of Series B
Preferred Stock" shall mean (i) so long as the PCG Entities hold, in the
aggregate, at least five million five hundred eighty-three thousand one hundred
twenty-seven (5,583,127) shares or, if the PCG Entities shall have purchased
shares of Series B Preferred Stock in a Subsequent Closing pursuant to the
Purchase Agreement, eleven million one hundred sixty-six thousand two hundred
fifty-three (11,166,253) shares (in each case, subject to adjustment of such
fixed amount for any stock splits, stock dividends, combinations,
recapitalizations, and the like) of the then outstanding Series B Preferred
Stock, the holders of (A) at least five million five hundred eighty-three
thousand one hundred twenty-seven (5,583,127) shares (prior to the Subsequent
Closing) including the affirmative vote of the PCG Entities or (B) at least
eleven million one hundred sixty-six thousand two hundred fifty-three
(11,166,253) shares of Series B Preferred Stock (on and after the Subsequent
Closing), in each case, including the affirmative vote of the PCG Entities (in
each case, subject to adjustment of such fixed amounts for any stock splits,
stock dividends, combination, recapitalization and the like) (it being
understood that the affirmative vote of the PCG Entities shall be deemed
obtained if the PCG Entities holding a majority of the then outstanding Series
B Preferred Stock held by all PCG Entities so provide their affirmative vote),
or (ii) if the PCG Entities do not hold, in the aggregate five million five
hundred eighty-three thousand one hundred twenty-seven (5,583,127) shares, or
if the PCG Entities shall have purchased shares of Series B Preferred Stock in
a Subsequent Closing pursuant to the Purchase Agreement, eleven million one
hundred sixty-six thousand two hundred fifty-three (11,166,253) shares (in each
case, subject to adjustment of such fixed amount for any stock splits, stock
dividends, combinations, recapitalizations, and the like) of the then
outstanding Series B Preferred Stock, the holders of a majority of the then
outstanding shares of Series B Preferred Stock; provided, however, that if all
of the conditions to the obligations of the PCG Entities to consummate the
Subsequent Closing have been satisfied or waived and the applicable PCG
Entity(ies) breach their obligation to consummate the Subsequent Closing in
accordance with the terms of the Purchase Agreement, then clause (ii) above
shall apply following such breach until such time (if any) as such breach is
cured (it being understood that if there is a dispute between the Company and
the PCG Entities with respect to whether the PCG Entities have breached their
obligation to consummate the Subsequent Closing then clause (ii) above shall
only apply pursuant to this proviso following entry of a final, non-appealable
court order finding that the PCG Entities breached their obligation to
consummate the Subsequent Closing). "PCG Entities" means collectively PCG
Satellite Investments, LLC, CALPERS PCG Corporate Partners, LLC and any
Affiliate(s) of either of the foregoing.
          
          
                                       9


<PAGE>

               (ii) Subject to the redemption of all shares of Series B
     Preferred Stock and payment in full of the Series B Redemption Price having
     been made to the holders of the Series B Preferred Stock (or funds
     necessary for such payment having been set aside by the Corporation in
     trust for the account of such holders) with respect to each share of Series
     B Preferred Stock pursuant to Subsection 5(a)(i) above, if applicable,
     shares of Series A Preferred Stock shall be redeemed by the Corporation at
     a price equal to the Original Series A Issue Price per share, plus all
     declared but unpaid dividends thereon (the "Series A Redemption Price"), in
     one cash installment as set forth below within sixty (60) days after
     receipt by the Corporation of written notice requesting redemption of all
     shares of Series A Preferred Stock from the holders of at least two thirds
     of the then outstanding shares of Series A Preferred Stock; provided that
     any such written notice shall not be effective unless delivered on or after
     the later of (1) February 16, 2010, (2) the date on which there is no
     longer any Series B Preferred Stock outstanding or (3) the Series B
     Redemption Date (the date of the redemption being referred to as the
     "Series A Redemption Date"). The "Original Series A Issue Price" is $2.84
     per outstanding share (as adjusted for any stock dividends, combinations,
     splits, recapitalization and the like following the effective date of this
     Certificate of Incorporation with respect to such shares). On the Series A
     Redemption Date, the Corporation shall redeem from each holder of Series A
     Preferred Stock all Series A Preferred Stock held by such holder. If the
     Corporation does not have sufficient funds legally available to redeem the
     Series A Preferred Stock on the Series A Redemption Date, (i) the
     Corporation shall redeem a pro rata portion of each holder's shares of 
     Series A Preferred Stock out of funds legally available therefor and to 
     redeem the remaining shares to have been redeemed as soon as practicable 
     after the Corporation has funds legally available therefore, and (ii) the
     holders of a majority of the Series A Preferred Stock shall have the 
     option to elect a majority of the Board for the purpose of effecting a 
     redemption of the Series A Preferred Stock through a sale of the 
     Corporation, provided that any such sale of the Corporation shall be 
     performed in an orderly auction in a manner consistent with each 
     director's discharge of his or her fiduciary duties.
     
          (b) Redemption Notice. Written notice of the mandatory redemptions
(the "Redemption Notice") shall be mailed, postage prepaid, to each holder of
record of Series A Preferred Stock or Series B Preferred Stock, as the case may
be, at its post office address last shown on the records of the Corporation, or
given by electronic communication in compliance with the provisions of the
Delaware General Corporation Law, not less than thirty (30) days prior to the
Series A Redemption Date or Series B Redemption Date, as applicable. The
Redemption Notice shall state, as to the relevant series of Preferred Stock:


                                       10


<PAGE>

               (i) the number of shares of Series A Preferred Stock or Series B
     Preferred Stock held by the holder that the Corporation shall redeem on the
     Series A Redemption Date or Series B Redemption Date specified in the
     Redemption Notice;

               (ii) the Series A Redemption Date or Series B Redemption Date and
     the Series A Redemption Price or Series B Redemption Price;

               (iii) the date upon which the holder's right to convert such
     shares terminates (as determined in accordance with Subsection 6(a)); and

               (iv) that the holder is to surrender to the Corporation, in the
     manner and at the place designated, his certificate or certificates
     representing the shares of Series A Preferred Stock or Series B Preferred
     Stock to be redeemed.

          (c) Surrender of Certificates; Payment. On or before the applicable
redemption date, each holder of shares of Series A Preferred Stock or Series B
Preferred Stock to be redeemed on such redemption date, unless such holder has
exercised his right to convert such shares as provided in Subsection 6(a)
hereof, shall surrender the certificate or certificates representing such shares
to the Corporation, in the manner and at the place designated in the Redemption
Notice, and thereupon the redemption price for such shares shall be payable to
the order of the person whose name appears on such certificate or certificates
as the owner thereof, and each surrendered certificate shall be canceled and
retired. In the event less than all of the shares of Series A Preferred Stock or
Series B Preferred Stock represented by a certificate are redeemed, a new
certificate representing the unredeemed shares of Series A Preferred Stock or
Series B Preferred Stock shall promptly be issued.

          (d) Rights Subsequent to Redemption. If the Redemption Notice shall
have been duly given, and if on the relevant redemption date the applicable
redemption price payable upon redemption of the shares of Series A Preferred
Stock or Series B Preferred Stock, as the case may be, to be redeemed is paid or
tendered for payment, then notwithstanding that the certificates evidencing any
of the shares of Series A Preferred Stock or Series B Preferred Stock so called
for redemption shall not have been surrendered, dividends with respect to such
shares of Preferred Stock shall cease to accrue after such redemption date and
all rights with respect to such shares shall forthwith after the relevant
redemption date terminate, except only the right of the holders to receive the
applicable redemption price without interest upon surrender of their certificate
or certificates therefor.

          (e) Redeemed or Otherwise Acquired Shares. Any shares of Series A
Preferred Stock or Series B Preferred Stock that are redeemed or otherwise
acquired by


                                       11


<PAGE>

the Corporation or any of its subsidiaries shall be automatically and
immediately cancelled and shall not be reissued, sold or transferred as shares
of Series A Preferred Stock or Series B Preferred Stock. Neither the Corporation
nor any of its subsidiaries may exercise any voting or other rights granted to
the holders of Series A Preferred Stock or Series B Preferred Stock.

          (f) Other Redemptions or Acquisitions. Neither the Corporation nor any
subsidiary shall redeem or otherwise acquire any capital stock of the
Corporation prior to the complete redemption of the Series A Preferred Stock and
Series B Preferred Stock, except in accordance with Subsection 8(a)(xx).

          6. CONVERSION. The holders of Series A Preferred Stock and Series B
Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):

          (a) Right to Convert.

               (i) Each share of Series B Preferred Stock shall be convertible,
     at the option of the holder thereof, at any time after the date of issuance
     of such share, at the office of the Corporation or any transfer agent for
     such stock, into such number of fully paid and nonassessable shares of
     Common Stock as is determined by dividing the Original Series B Issue Price
     by the conversion price applicable to such share, determined as hereafter
     provided (the "Series B Conversion Price"), in effect on the date the
     certificate is surrendered for conversion. The Series B Conversion Price
     per share shall be $6.045 (after giving effect to the 2-for-3 reverse stock
     split of the Common Stock effected on October 6, 2006); provided,
     however that the Series B Conversion Price shall be subject to adjustment
     as set forth in Subsection 6(d).

               (ii) Each share of Series A Preferred Stock shall be convertible,
     at the option of the holder thereof, at any time after the date of issuance
     of such share, at the office of the Corporation or any transfer agent for
     such stock, into such number of fully paid and nonassessable shares of
     Common Stock as is determined by dividing the Original Series A Issue Price
     by the conversion price applicable to such share, determined as hereafter
     provided (the "Series A Conversion Price"), in effect on the date the
     certificate is surrendered for conversion. The Series A Conversion Price
     per share shall be $4.26 (after giving effect to the 2-for-3 reverse stock
     split of the Common Stock effected on October 6, 2006); provided,
     however that the Series A Conversion Price shall be subject to adjustment
     as set forth in Subsection 6(d).

          In the event of a notice of redemption of any shares of Series A
Preferred Stock or Series B Preferred Stock pursuant to Subsection 5 above, the
Conversion Rights


                                       12


<PAGE>

of the shares designated for redemption shall terminate at the close of business
on the last full day preceding the applicable date fixed for redemption, unless
the redemption price is not paid on such redemption date, in which case the
Conversion Rights for such shares for which the redemption price is not paid
shall continue until such price is paid in full. In the event of a Liquidation
of the Corporation, the Conversion Rights shall terminate at the close of
business on the last full day preceding the date fixed for the payment of any
such amounts distributable on such event to the holders of Series A Preferred
Stock or Series B Preferred Stock.

          (b) Automatic Conversion. Each share of Series A Preferred Stock and
Series B Preferred Stock shall automatically be converted into shares of Common
Stock at the Series A Conversion Price for such Series A Preferred Stock then in
effect and the Series B Conversion Price for such Series B Preferred Stock then
in effect, immediately upon the earlier of:

               (i) the closing of a public offering by the Corporation of its
     shares of Common Stock pursuant to an effective registration statement
     filed with the Securities and Exchange Commission under the Securities Act
     of 1933, as amended, in an offering with gross cash proceeds (prior to the
     deduction of any fees and expenses incurred in such transaction) to the
     Corporation of not less than seventy five million dollars ($75,000,000), at
     a per share price of not less than (1) $12.78 per share (as adjusted for
     any stock dividends, combinations or splits following the effective date of
     this Certificate of Incorporation) if the public offering occurs on or
     before February 28, 2007, (2) $15.00 per share (as adjusted for any stock
     dividends, combinations or splits following the effective date of this
     Certificate of Incorporation) if the public offering occurs after February
     28, 2007 and on or before December 31, 2007, or (3) $18.00 per share (as
     adjusted for any stock dividends, combinations or splits following the
     effective date of this Certificate of Incorporation) if the public offering
     occurs on or after January 1, 2008 (any such public offering, a "Qualified
     Public Offering");

               (ii) the closing of a Qualified Sale (as defined herein); or

               (iii) upon the vote or written consent of the Supermajority
     Preferred Holders.

          (c) Mechanics of Conversion. Before any holder of Series A Preferred
Stock or Series B Preferred Stock shall be entitled to convert the same into
shares of Common Stock, such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Series A Preferred Stock or Series B Preferred Stock, and
give written notice to the Corporation at


                                       13


<PAGE>

its principal corporate office of such holder's election to convert the same,
and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. The Corporation shall,
as soon as practicable thereafter, issue and deliver at such office to such
holder of Series A Preferred Stock or Series B Preferred Stock, or to the
nominee or nominees of such holders, a certificate or certificates for the
number of shares of Common Stock to which such holder shall be entitled as
aforesaid. Such conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the shares of Series A
Preferred Stock or Series B Preferred Stock to be converted, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date. In the event of an automatic
conversion pursuant to Subsection 6(b), the outstanding shares of Series A
Preferred Stock and Series B Preferred Stock shall be converted automatically
without further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to the Corporation or its
transfer agent, provided that the Corporation shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such automatic
conversion unless the certificates evidencing such shares of Series A Preferred
Stock or Series B Preferred Stock are delivered to the Corporation or its
transfer agent. If the conversion is in connection with a Qualified Public
Offering, the conversion may, at the option of any holder tendering Series A
Preferred Stock or Series B Preferred Stock for conversion, be conditioned upon
the closing with the underwriters of the sale of securities pursuant to such
offering, in which event the person or persons entitled to receive the Common
Stock upon conversion of Series A Preferred Stock or Series B Preferred Stock
shall not be deemed to have converted such Series A Preferred Stock or Series B
Preferred Stock until immediately prior to the closing of such sale of
securities. If the conversion is in connection with a Qualified Sale, the
conversion will be deemed to have effect from immediately prior to the closing
of the Qualified Sale (but shall be conditioned on the closing of such Qualified
Sale occurring) such that a holder of Series B Preferred Stock or Series A
Preferred Stock shall be deemed to have transferred in the Qualified Sale the
number of shares of the Common Stock into which such shares of Series A
Preferred Stock or Series B Preferred Stock are then convertible. Upon
conversion of shares of Series A Preferred Stock or Series B Preferred Stock
pursuant to this Section 6, the Corporation shall pay the holder of such shares
all declared and/or accrued but unpaid dividends on such shares.

          (d) Conversion Price Adjustments of Preferred Stock for Certain
Dilutive Issuances, Splits and Combinations. The Series A Conversion Price and
Series B Conversion Price shall be subject to adjustment from time to time as
follows:

               (i) Adjustment for Certain Dilutive Issuances.


                                       14


<PAGE>

               (A) Subject to Subsection 6(d)(i)(C) upon each issuance by the
Corporation of any Additional Stock (as defined below) without consideration or
for a consideration per share less than the Series B Conversion Price in effect
immediately prior to the issuance of such Additional Stock (which has not been
approved by the holders of at least a Majority of the Series B Preferred Stock),
the Series B Conversion Price in effect immediately prior to such issuance shall
forthwith (except as otherwise provided in this Subsection 6(d)(i)) be adjusted
to a price equal to the consideration per share for which such Additional Stock
is issued.

               (B) Subject to Subsection 6(d)(i)(C) below, upon each issuance by
the Corporation of any Additional Stock (as defined below) without consideration
or for a consideration per share less than the Series A Conversion Price in
effect immediately prior to the issuance of such Additional Stock (which has not
been approved by holders of either a Majority of the Series B Preferred Stock or
a majority of the outstanding Series A Preferred Stock the Series A Conversion
Price in effect immediately prior to each issuance shall forthwith (except as
otherwise provided in this Subsection 6(d)(i)) be adjusted to a price determined
by multiplying the Series A Conversion Price by a fraction, (x) the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to the issuance of such Additional Stock plus the number of shares of
Common Stock which the aggregate consideration received by the Corporation for
the total number of shares of Additional Stock so issued would purchase at the
Series A Conversion Price in effect for such series immediately prior to such
issuance, and (y) the denominator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issuance of Additional Stock
plus the number of shares of such Additional Stock so issued. For the purpose of
the above calculation, the number of shares of Common Stock outstanding
immediately prior to such issuance of Additional Stock shall be calculated as if
all shares of all series of Series B Preferred Stock and Series A Preferred
Stock had been fully converted into shares of Common Stock immediately prior to
such issuance, and any outstanding options, warrants or other rights for the
purchase of shares of stock or convertible securities shall be treated in the
manner set forth in Subsection 6(d)(i)(F) below.

               (C) No adjustment of the Series A Conversion Price and/or Series
B Conversion Price shall be made in an amount less than one percent (1%) of the
Series A Conversion Price or Series B Conversion Price, as the case may be,
provided that any adjustments that are not required to be made by reason of this
sentence shall be carried forward and shall be either taken into account in any
subsequent adjustment made prior to three (3) years from the date of the event
giving rise to the adjustment being carried forward, or shall be made at the end
of three (3) years from the date of the event giving rise to the adjustment
being carried forward, and upon such adjustment the Series A Conversion Price or
Series B Conversion Price shall be rounded up or down to the nearest cent.
Except to the limited extent provided for in Subsections 6(d)(i)(F)(3) and


                                       15


<PAGE>

(F)(4), no adjustment of the Series A Conversion Price or Series B Conversion
Price pursuant to this Subsection 6(d)(i) shall have the effect of increasing
the Series A Conversion Price or Series B Conversion Price above the conversion
price in effect immediately prior to such adjustment.

               (D) In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the aggregate amount of cash paid therefor
(taking into account all of the consideration received by the Corporation in the
transaction giving rise to such issuance and after proper allocation of such
consideration to the relevant Common Stock) before deducting any discounts,
commissions or other expenses allowed, paid or incurred by the Corporation for
any underwriting or otherwise in connection with the issuance and sale thereof.

               (E) In the case of the issuance of the Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair market value thereof as determined in the
same manner as set forth in Subsection 6(c)(ii) (taking into account all of the
consideration received by the Corporation in the transaction giving rise to such
issuance and after proper allocation of such consideration to the relevant
Common Stock).

               (F) In the case of the issuance of options to purchase or rights
to subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities, the following provisions shall
apply for all purposes of this Subsection 6(d)(i) and Subsection 6(d)(ii):

               (1) The aggregate maximum number of shares of Common Stock
deliverable upon exercise (whether or not then exercisable) of such options to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options or rights were issued and for a consideration
equal to the total consideration (determined in the manner provided in
Subsections 6(d)(i)(D) and 6(d)(i)(E)), if any, received by the Corporation upon
the issuance of such options or rights plus the minimum exercise price provided
in such options or rights for the Common Stock covered thereby.

               (2) The aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange (whether or not then convertible
or exchangeable) for any such convertible or exchangeable securities or upon the
exercise of options to purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange thereof shall be
deemed to have been issued at the time such securities were issued or such
options or rights were issued and for a consideration equal to the
consideration, if any, received by the Corporation for any such


                                       16


<PAGE>

securities and related options or rights (excluding any cash received on account
of accrued interest or accrued dividends, but taking into account the total
consideration received by the Corporation in the transaction giving rise to the
issuance of such securities and related options or rights), plus the minimum
additional consideration, if any, to be received by the Corporation upon the
conversion or exchange of such securities or the exercise of any related options
or rights (the consideration in each case to be determined in the manner
provided in Subsections 6(d)(i)(D) and 6(d)(i)(E)).

               (3) In the event of any change in the number of shares of Common
Stock deliverable or in the consideration payable to the Corporation upon
exercise of such options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities, including, but not limited to, a change
resulting from the anti-dilution provisions thereof, the Series A Conversion
Price and Series B Conversion Price, to the extent in any way affected by or
computed using such options, rights or securities, shall be recomputed to
reflect such change unless such change is due to any stock dividend, combination
or split made following the effective date of this Certificate of Incorporation
and a proportionate adjustment to the Series A Conversion Price and Series B
Conversion Price is being made pursuant to Subsections 6(d)(iii) or 6(d)(iv)
hereof, but no further adjustment shall be made for the actual issuance of
Common Stock or any payment of such consideration upon the exercise of any such
options or rights or the conversion or exchange of such securities.

               (4) Upon the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable securities, the
Series A Conversion Price or Series B Conversion Price, to the extent in any way
affected by or computed using such options, rights or securities, shall, if
necessary under Subsection 6(d)(i)(A) (in the case of the Series B Conversion
Price) or Subsection 6(d)(i)(B) (in the case of the Series A Conversion Price),
be recomputed to reflect the issuance of only the number of shares of Common
Stock (and convertible or exchangeable securities that remain in effect)
actually issued upon the exercise of such options or rights, upon the conversion
or exchange of such securities or upon the exercise of the options or rights
related to such securities (it being understood that the Series B Conversion
Price shall only be recomputed if all such options, rights or securities giving
rise to the most recent adjustment of the Series B Conversion Price expire or
are terminated).

               (5) The number of shares of Common Stock deemed issued and the
consideration deemed paid therefor pursuant to subsections 6(d)(i)(F)(1) and
6(d)(i)(F)(2) shall be appropriately adjusted to reflect any change, termination
or expiration of the type described in either Subsection 6(d)(i)(F)(3) or
6(d)(i)(F)(4).


                                       17


<PAGE>

               (ii) "Additional Stock" shall mean any shares of Common Stock
     issued (or deemed to have been issued pursuant to Subsection 6(d)(i)(B)) by
     the Corporation other than the following:

               (A) Common Stock issued pursuant to a transaction described in
Subsection 6(d)(iii) hereof;

               (B) Up to an aggregate of four million nine hundred one thousand
three hundred thirty-three (4,901,333) shares of Common Stock issuable or issued
to employees, independent contractors, consultants, officers or directors of the
Corporation directly or pursuant to stock option plans or restricted stock
agreements approved by the Board (including any such shares issued prior to the
date hereof or issuable pursuant to options or other securities granted prior to
the date hereof), provided such issuances are for other than primarily equity
financing purposes, unless a greater number of shares is approved by the Board
and a Majority of the Series B Preferred Stock as provided in Section 8 hereof
(the "Permitted Employee Shares");

               (C) Common Stock issued upon conversion of shares of Series A
Preferred Stock or Series B Preferred Stock or any change in the Series B
Conversion Price due to an adjustment set forth in Subsection 6(d)(i)(A);

               (D) shares of Common Stock issued or issuable pursuant to a bona
fide, firmly underwritten public offering of Shares of Common Stock, registered
under the Securities Act of 1933, as amended;

               (E) shares of Common Stock issued in connection with a bona fide
business acquisition of or by the Corporation, whether by merger, consolidation,
sale of assets, sale or exchange of stock or otherwise which has been approved
pursuant to Section 8 hereof;

               (F) shares of Common Stock issued or issuable upon exercise of
warrants or other securities or rights pursuant to equipment lease financings or
bank credit arrangements, approved by the Board as provided in Section 8 hereof,
provided that the aggregate amount of stock issuances excluded from the
definition of Additional Stock pursuant to this provision shall not, when
combined with the any stock issuances in accordance with Subsection 6(d)(i)(G)
immediately below, exceed (x) one million five hundred thirty-three thousand
three hundred thirty-three (1,533,333) shares or, if the PCG Entities shall have
purchased shares of Series B Preferred Stock in a Subsequent Closing pursuant to
the Purchase Agreement, one million eight hundred sixty-six thousand six hundred
sixty-seven (1,866,667) shares at the time of issuance or (y) three million
sixty-six thousand six hundred sixty-seven (3,066,667) shares or, if the PCG
Entities and the other investor in the Subsequent Closing under the Purchase
Agreement shall have


                                       18


<PAGE>

purchased shares of Series B Preferred Stock in a Subsequent Closing pursuant to
the Purchase Agreement, three million seven hundred thirty-three thousand three
hundred thirty-three (3,733,333) shares in the aggregate; and

               (G) shares of Common Stock issued or issuable to vendors or other
persons or entities pursuant to commercial arrangements approved by the Board as
provided in Section 8 hereof, provided that the aggregate amount of stock
issuances excluded from the definition of Additional Stock pursuant to this
provision shall not, when combined with any issuances in accordance with
Subsection 6(d)(ii)(F) immediately above, exceed (x) one million five hundred
thirty-three thousand three hundred thirty-three (1,533,333) shares or, if the
PCG Entities shall have purchased shares of Series B Preferred Stock in a
Subsequent Closing pursuant to the Purchase Agreement, one million eight hundred
sixty-six thousand six hundred sixty-seven (1,866,667) shares at the time of
issuance or (y) three million sixty-six thousand six hundred sixty-seven
(3,066,667) shares or, if the PCG Entities and the other investor in the
Subsequent Closing under the Purchase Agreement shall have purchased shares of
Series B Preferred Stock in a Subsequent Closing pursuant to the Purchase
Agreement, three million seven hundred thirty-three thousand three hundred
thirty-three (3,733,333) shares in the aggregate at the time of issuance;

unless, in the case of Subsections 6(d)(ii)(A) through (G) the applicable
issuance of Common Stock (or Common Stock deemed to have been issued pursuant to
Subsection 6(d)(i)(B)) shall trigger a change in the number of shares which may
be purchased under any of the Company's stock purchase warrants outstanding as
of the date hereof pursuant to the anti-dilution provision(s) thereof, if any,
which shall not have been waived with respect to each such warrant (in which
case the Common Stock issued (or deemed to have been issued pursuant to
Subsection 6(d)(i)(B)) shall be considered Additional Stock).

               (iii) In the event the Corporation should at any time or from
     time to time following the effectiveness of this Certificate of
     Incorporation fix a record date for the effectuation of a split or
     subdivision of the outstanding shares of Common Stock or the determination
     of holders of Common Stock entitled to receive a dividend or other
     distribution payable in additional shares of Common Stock or other
     securities or rights convertible into, or entitling the holder thereof to
     receive directly or indirectly, additional shares of Common Stock
     (hereinafter referred to as "Common Stock Equivalents") without payment of
     any consideration by such holder for the additional shares of Common Stock
     or the Common Stock Equivalents (including the additional shares of Common
     Stock issuable upon conversion or exercise thereof), then, as of such
     record date (or the date of such dividend distribution, split or
     subdivision if no record date is fixed), the Series A Conversion Price and
     Series B Conversion Price shall be


                                       19


<PAGE>

     appropriately decreased so that the number of shares of Common Stock
     issuable on conversion of each share of Series A Preferred Stock and Series
     B Preferred Stock shall be increased in proportion to such increase of the
     aggregate of shares of Common Stock outstanding and those issuable with
     respect to such Common Stock Equivalents.

               (iv) If the number of shares of Common Stock outstanding at any
     time following the effectiveness of this Certificate of Incorporation is
     decreased by a combination of the outstanding shares of Common Stock,
     then, following the record date of such combination, the Series A
     Conversion Price and Series B Conversion Price shall be appropriately
     increased so that the number of shares of Common Stock issuable on
     conversion of each share of the Series A Preferred Stock and Series B
     Preferred Stock shall be decreased in proportion to such decrease in
     outstanding shares.

          (e) Other Distributions. In the event the Corporation shall declare a
distribution payable in securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends) or
options or rights not referred to in Subsection 6(d)(iii), then, in each such
case, the holders of Series A Preferred Stock and Series B Preferred Stock shall
be entitled to a proportionate share of any such distribution as though they
were the holders of the number of shares of Common Stock of the Corporation into
which their shares of Series A Preferred Stock and Series B Preferred Stock are
convertible as of the record date fixed for the determination of the holders of
Common Stock of the Corporation entitled to receive such distribution.
Notwithstanding the foregoing, no distribution shall be made with respect to the
Common Stock or Series A Preferred Stock unless the entire Series B Liquidation
Amount has been paid to the holders of Series B Preferred Stock.

          (f) Recapitalizations. If at any time or from time to time there shall
be a recapitalization of the Common Stock (other than a subdivision, combination
or merger or sale of assets transaction provided for elsewhere in this Section 6
or Section 4), provision shall be made so that the holders of Series A Preferred
Stock and Series B Preferred Stock shall thereafter be entitled to receive upon
conversion of such Series A Preferred Stock or Series B Preferred Stock the
number of shares of stock or other securities or property of the Corporation or
otherwise, to which a holder of Common Stock deliverable upon conversion would
have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 6
with respect to the rights of the holders of Series A Preferred Stock and Series
B Preferred Stock after the recapitalization to the end that the provisions of
this Section 6 (including adjustment of the Series A Conversion Price and Series
B Conversion Price then in effect and the number of shares purchasable upon
conversion of


                                       20


<PAGE>

Series A Preferred Stock and Series B Preferred Stock) shall be applicable after
that event as nearly equivalent as is practicable.

          (g) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 6 and in the taking of all such action as may
be necessary or appropriate in order to protect the conversion rights of the
holders of Series A Preferred Stock and Series B Preferred Stock against
impairment.

          (h) No Fractional Shares and Certificate as to Adjustments.

               (i) No fractional shares shall be issued upon the conversion of
     any share or shares of Series A Preferred Stock or Series B Preferred
     Stock, and the number of shares of Common Stock to be issued shall be
     rounded to the nearest whole share.

               (ii) Upon the occurrence of each adjustment or readjustment of
     the Series A Conversion Price or Series B Conversion Price pursuant to this
     Section 6, the Corporation, at its expense, shall promptly compute such
     adjustment or readjustment in accordance with the terms hereof and prepare
     and furnish to each holder of Series A Preferred Stock or Series B
     Preferred Stock a certificate setting forth such adjustment or readjustment
     and showing in detail the facts upon which such adjustment or readjustment
     is based. The Corporation shall, upon the written request at any time of
     any holder of Series A Preferred Stock or Series B Preferred Stock, furnish
     or cause to be furnished to such holder a like certificate setting forth
     (A) such adjustment and readjustment, (B) the Series A Conversion Price or
     Series B Conversion Price at the time in effect, as the case may be, and
     (C) the number of shares of Common Stock and the amount, if any, of other
     property which at the time would be received upon the conversion of a share
     of Series A Preferred Stock or Series B Preferred Stock, as the case may
     be.

          (i) Notices of Record Date. In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Preferred Stock, at least twenty (20) days prior to


                                       21


<PAGE>

the date specified therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend, distribution or right,
and the amount and character of such dividend, distribution or right.

          (j) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of Series A Preferred Stock and Series B Preferred Stock such number
of shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Series A Preferred Stock and Series B
Preferred Stock; and if at any time the number of authorized but unissued shares
of Common Stock shall not be sufficient to effect the conversion of all then
outstanding shares of Series A Preferred Stock and Series B Preferred Stock, in
addition to such other remedies as shall be available to the holder of such
Series A Preferred Stock or Series B Preferred Stock, the Corporation will take
such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including, without limitation,
engaging in best efforts to obtain the requisite stockholder approval of any
necessary amendment to this Certificate of Incorporation.

          (k) Notices. Any notice required by the provisions of this Section 6
to be given to the holders of shares of Series A Preferred Stock or Series B
Preferred Stock shall be deemed given if deposited in the United States mail,
postage prepaid, and addressed to each holder of record at his address appearing
on the books of the Corporation.

          7. VOTING RIGHTS.

          (a) General Voting Rights. A holder of shares of Series A Preferred
Stock and/or Series B Preferred Stock shall have the right to one vote for each
share of Common Stock into which such share of Series A Preferred Stock or
Series B Preferred Stock held by such holder could then be converted, and with
respect to such vote, such holder shall have full voting rights and powers equal
to the voting rights and powers of the holders of Common Stock, and shall be
entitled, notwithstanding any provision hereof, to notice of any stockholders'
meeting in accordance with the Bylaws of the Corporation, and shall be entitled
to vote, together with holders of Common Stock, with respect to any question
upon which holders of Common Stock have the right to vote as a single class,
unless otherwise prohibited by law or as otherwise provided in this 
Certificate of Incorporation. Fractional votes shall not, however, be
permitted and any fractional voting rights available on an as-converted basis
(after aggregating all shares into which shares of Series A Preferred Stock or
Series B Preferred


                                       22


<PAGE>

Stock held by each holder could be converted) shall be rounded to the nearest
whole number (with one-half being rounded upward).

          (b) Election of Directors. The Corporation's Board shall consist of
ten (10) members who shall be elected as follows: (i) for so long as shares of
the Series B Preferred Stock remain outstanding, the holders of the Series A
Preferred Stock and Series B Preferred Stock, voting as a single class, shall be
entitled to elect six (6) members of the Corporation's Board, and (ii) the
holders of Common Stock, voting as a single class, shall be entitled to elect
four (4) members of the Corporation's Board. Notwithstanding the foregoing, the
size of the Board shall be increased to the extent necessary to enable the
applicable holders to designate a majority of the Board pursuant to Subsections
5(a)(i) and/or 5(a)(ii) if applicable.

          (c) Definitions. For purposes of this Article Fourth of this 
Certificate of Incorporation:

               (i) "Affiliate" of a person shall mean (x) any person that
     directly or indirectly through one or more intermediaries, controls, is
     controlled by, or is under common control with, the person specified or any
     Affiliate of such person, and (y) each person who serves as a director,
     officer, partner, or trustee of such person.

               (ii) "Qualified Sale" shall mean a sale, lease, transfer or other
     disposition of all or substantially all of the properties or assets of the
     Corporation, or a stock sale, merger or consolidation with any other
     corporation or entity, or any transaction or series of related transaction
     (including, without limitation, any reorganization, merger, consolidation)
     that results in holders of the outstanding voting power of the Corporation
     immediately prior to such transaction or series of transaction owning less
     than a majority of the outstanding voting securities for the election of
     directors of the surviving company or entity immediately following such
     transactions or transaction, in each case, in a transaction or series of
     related transactions which would result in gross proceeds (in cash or
     Liquid Securities) to the holders of Series B Preferred Stock (prior to the
     deduction of any fees and expenses incurred by such holder in connection
     with such transaction and prior to any deduction for any withholding or
     similar taxes applicable to such holder on account of such transaction) of
     not less than (1) $8.52 per share of Series B Preferred Stock or, if the
     Series B Preferred Stock is automatically converted to Common Stock, $12.78
     per share of Common Stock (as adjusted for any stock dividends,
     combinations or splits following the effective date of this Certificate of
     Incorporation) if the Qualified Sale occurs on or before February 28, 
     2007, (2) $10.00 per share of Series B Preferred Stock or, if the Series B
     Preferred Stock is automatically converted to Common Stock, $15.00


                                       23


<PAGE>

     per share of Common Stock (as adjusted for any stock dividends,
     combinations or splits following the effective date of this Certificate of
     Incorporation) if the Qualified Sale occurs after February 28, 2007 and on
     or before December 31, 2007, and (3) $12.00 per share of Series B Preferred
     Stock or, if the Series B Preferred Stock is automatically converted to
     Common Stock, $18.00 per share of Common Stock (as adjusted for any stock
     dividends,combinations or splits following the effective date of this
     Certificate of Incorporation) if the Qualified Sale occurs on or after
     January 1, 2008. In the event any consideration paid to the holders of
     Series B Preferred Stock in such transaction consists of Liquid Securities,
     such consideration shall be valued as provided in Subsection 4(c)(ii)(A)
     hereof.

               (iii) "Liquid Securities" shall mean the voting common equity of
     an issuer listed or approved for trading or quotation on any of the New
     York Stock Exchange, NASDAQ Stock Market, London Stock Exchange, Frankfurt
     Stock Market, Paris Bourse, Hong Kong Stock Exchange or Tokyo Stock
     Exchange; provided that securities issued in a transaction (or series of
     related transactions) shall not be considered Liquid Securities unless (y)
     the securities received by all of the stockholders of the Corporation in
     the applicable transaction (or series of related transactions) do not
     exceed in the aggregate 20% of the outstanding securities of the same class
     of the issuer after giving effect to the proposed transaction (or series of
     related transactions); and (z) all of the securities issued in connection
     with the transaction (or series of related transactions) shall be freely
     tradeable without restrictions (whether by law, regulation or contract)
     upon receipt.

          (d) Removal; Vacancies. To the maximum extent allowed by the General
Corporation Law, any director who was elected by a specified series, class or
classes of shares may be removed during his or her term of office, either for or
without cause, by, and only by, the affirmative vote of the holders of the
shares of the series, class or classes of shares which initially elected such
director. Such vote may be given at a special meeting of such shareholders duly
called or by an action by written consent for that purpose. The shareholders of
the specified series or class entitled to vote upon the election of any director
from which a vacancy arose may elect a director at any time to fill such vacancy
not filled by the directors.

          8. PROTECTIVE PROVISIONS.

          (a) Prior to the closing of a Qualified Public Offering or a Qualified
Sale, and for so long as any shares of Series B Preferred Stock remain
outstanding, the Corporation shall not, without first obtaining the approval (by
vote or written consent, as provided by law) of the Majority of Series B
Preferred Stock (or, in the case of


                                       24


<PAGE>

clauses (iv), (xix), (xxi) or (xxii) below, the Supermajority Preferred Holders)
voting as a separate class:

               (i) Sell, transfer, lease or otherwise dispose of all or
     substantially all of the properties or assets of the Corporation, or enter
     into any stock sale, merger or consolidation agreement with any other
     corporation or entity, or effect any transaction or series of related
     transactions (including, without limitation, any reorganization, merger or
     consolidation) that results in the holders of the outstanding voting power
     of the Corporation immediately prior to such transaction or series of
     transactions owning less than a majority of the outstanding voting
     securities for the election of directors of the surviving company or entity
     immediately following such transaction or transactions, in any case, other
     than a Qualified Sale;

               (ii) Permit any corporation or entity, a majority of the voting
     stock or voting power of which is owned or controlled by the Corporation (a
     "Company Subsidiary") to (i) sell, transfer, lease of otherwise dispose of
     all or substantially all of its properties or assets, or (ii) enter into
     any stock sale, merger or consolidation with any other corporation or
     entity, or effect any transaction or series of related transactions
     (including, without limitation, any reorganization, merger or
     consolidation) that results in the Corporation owning less than a majority
     of the outstanding voting securities for the election of directors of the
     surviving company or entity following such transaction or (iii) otherwise
     issue equity securities (other than to the Corporation (except that this
     clause (iii) shall not apply to Satcom International Group Plc or ORBCOMM
     Europe LLC or any of their respective subsidiaries or successors);

               (iii) Effect a voluntary reorganization (in bankruptcy or
     otherwise), dissolution, liquidation or winding up of the Corporation or
     any Company Subsidiary;

               (iv) Authorize, designate or issue any class or series of stock
     or any other securities convertible into equity securities of the
     Corporation (including Series B Preferred Stock) having any rights,
     preferences or privileges superior to, or on a parity with, the rights,
     preferences or privileges of the Series B Preferred Stock (except pursuant
     to the Purchase Agreement) or which will result in an adjustment to the
     number of shares which may be purchased under the Company's stock purchase
     warrants outstanding as of the date hereof pursuant the anti-dilution
     provision(s) thereof, if any, which shall not have been waived with respect
     to each such warrant;


                                       25


<PAGE>

               (v) Acquire (or permit any Company Subsidiary to acquire) the
     assets or stock of any other business (whether by stock or asset purchase
     or by merger or consolidation with or into another entity) in a transaction
     having a value in excess of $5,000,000; provided, however, that any
     consideration other than for cash shall be valued at fair market value as
     determined in good faith by the Board;

               (vi) Incur, guaranty or become liable on any indebtedness, or
     permit any Company Subsidiary to incur, guaranty or become liable on any
     indebtedness (other than indebtedness of Company Subsidiaries owed to the
     Corporation) or guarantee, or permit any Company Subsidiary to guarantee,
     directly or indirectly, any indebtedness or obligations of another person,
     in excess of, when taken together with any liens or encumbrances pursuant
     to clause (xviii) below, $5,000,000; provided that this limitation shall
     not apply to trade accounts payable arising in the ordinary course of
     business;

               (vii) Enter any business materially different from the primary
     business engaged in by the Corporation as conducted as of the date of
     issuance of the Series B Preferred Stock, or change materially the business
     activities conducted by the Corporation as of the date of issuance of the
     Series B Preferred Stock;

               (viii) Authorize an initial public offering of the Common Stock
     other than pursuant to a Qualified Public Offering;

               (ix) Issue any options, warrants or other employee incentive
     equities, or permit any Company Subsidiary to issue any options, warrants
     or other employee incentive equities, to any employees, directors or
     consultants of the Corporation other than pursuant to a stock option plan
     or restricted stock agreements approved by the Board (provided such shares
     are issued or issuable under a plan or restricted stock agreements with the
     parameters of clause (x) below and further provided that the aggregate
     amount of options, warrants, equities or other securities issued under such
     plans or agreements (when combined with any such shares, options, warrants,
     equities or other securities issued prior to the date hereof under such
     plans or agreements) do not exceed three million nine hundred sixty-six
     thousand six hundred sixty-seven (3,966,667) shares of Common Stock (on an
     as exercised and as converted basis) or, if the Subsequent Closing under
     the Purchase Agreement occurs, four million nine hundred one thousand three
     hundred thirty-three (4,901,333) shares of Common Stock (on as converted
     and as exercised basis));

               (x) Amend or modify any stock option plan or restricted stock
     agreement, including without limitation increasing the number of Permitted
     Employee Shares to greater than four million nine hundred one thousand
     three


                                       26


<PAGE>

     hundred thirty-three (4,901,333) shares of Common Stock (subject to
     appropriate adjustment for stock splits, stock dividends, recapitalizations
     and similar events occurring after the effective date of this Certificate
     of Incorporation), or amend or modify any transfer, vesting or repurchase 
     provisions of any restricted stock or option agreement;

               (xi) Increase or decrease the number of members of the Board;

               (xii) Enter into any agreement with any Affiliate of the
     Corporation (as such term is defined in the rules and regulations
     promulgated under the Securities Act of 1933, as amended), any stockholder,
     officer or director of the Corporation, or any Affiliate of such persons,
     including without limitation any agreement or other arrangement providing
     for the furnishing of services by, rental of real or personal property
     from, or otherwise requiring payments to, any such person or entity;

               (xiii) Declare or pay any dividend or distribution on the Common
     Stock, Series A Preferred Stock or Series B Preferred Stock, or permit a
     Company Subsidiary to declare or pay any dividend on its capital stock;

               (xiv) Appoint, remove or replace the Chief Executive Officer or
     Chief Financial Officer of the Corporation;

               (xv) Approve or enter into any vendor contract in an amount that
     requires expenditures by the Corporation or any Company Subsidiary in
     excess of $5,000,000;

               (xvi) Procurement of launch insurance by the Corporation or any
     Company Subsidiary;

               (xvii) settlement of any litigation in excess of one million
     dollars ($1,000,000) by the Corporation or any Company Subsidiary;

               (xviii) Grant or permit any lien or encumbrances on the Company's
     or any Company Subsidiary's assets, other than (A) equipment leases having
     an aggregate principal amount, when taken together with any indebtedness
     incurred pursuant to clause (vi) above, of not more than five million
     dollars ($5,000,000); (B) liens for taxes not yet due or that are being
     contested in good faith by appropriate proceedings; (C) liens existing by
     operation of law in the ordinary course of business; (D) liens on purchased
     property incurred in the ordinary course of business; and (E) liens having
     an aggregate principal amount


                                       27


<PAGE>

     individually or in the aggregate not in excess of five hundred thousand
     dollars ($500,000) or in favor of the Company;

               (xix) Alter, amend or waive any provision of the organizational
     documents, including without limitation, the Certificate of Incorporation,
     Bylaws, or Operating Agreement, of the Corporation or any Company
     Subsidiary in a manner that adversely affects the holders of Series B
     Preferred Stock;

               (xx) Redeem, purchase or otherwise acquire (or pay into or set
     aside funds for such purpose) any share or shares of Common Stock or Series
     A Preferred Stock; provided, however, that this restriction shall not apply
     to the repurchase of shares of Common Stock at cost from employees,
     officers, directors and other persons pursuant to agreements under which
     the Corporation has the option to repurchase such shares upon termination
     of employment or service;

               (xxi) Alter or change the rights, preferences or privileges of
     the shares of Series A Preferred Stock or Series B Preferred Stock so as to
     affect adversely the shares of Series B Preferred Stock; or

               (xxii) Effect a reclassification or recapitalization of the
     outstanding capital stock of the Corporation in which any capital stock has
     any preference or priority as to dividends or assets senior to or on parity
     with the preferences of the Series B Preferred Stock.

          (b) In addition to the voting requirements set forth in Subsection
8(a) above, the affirmative vote of the Board, including approval of not less
than two of the Common Stock Directors shall be required to approve:

               (i) Any of the actions described in Subsection 8(a)(i) or (ii)
     (only in the event of a transaction or transactions which would result in
     gross cash proceeds to the holders of Series B Preferred Stock (prior to
     the deduction of the fees and expenses incurred by such holder in
     connection with such transaction and prior to any deduction for any
     withholding or similar taxes applicable to such holder on account of such
     transaction) of not less than $4.03 per share of Series B Preferred Stock
     or, if the Series B Preferred Stock is converted into Common Stock, Common
     Stock, as the case may be, excluding any Qualified Sale or transaction
     pursuant to Subsection 5(a) hereof);

               (ii) Any of the actions described in Subsections 8(a) (iii),
     (viii) or (xi); or


                                       28


<PAGE>

               (iii) Any alteration, change or amendment of the rights,
     preferences or privileges of the shares of Series B Preferred Stock or
     Series A Preferred Stock (whether set forth herein or in the by-laws of the
     Corporation) so as to affect adversely the Common Stock;

provided, however, that, in the case of Subsection 8(b)(i) above, such action
shall only require the approval of one of the Common Stock Directors (other than
the Common Stock Director nominated by OHB Technologies AG or its affiliates)
(in addition to the approval of the Board) where the principal business of the
acquiror is the construction and /or launch of satellites, and provided further,
however, that if three of the Common Stock Directors abstain from voting on any
action described in Subsections 8(b)(i) through (iii) above, such action shall
only require the approval (in addition to the approval of the Board) of the
Common Stock Director voting on such actions; and provided further, however,
that if all of the Common Stock Directors abstain from voting on any action
described in Subsections 8(b)(i) through (iii) above, such action shall only
require the approval of the Board and shall not require the approval of any
Common Stock Director.

          9. STATUS OF CONVERTED STOCK. In the event any shares of Series A
Preferred Stock or Series B Preferred Stock shall be converted pursuant to
Section 6 hereof or redeemed pursuant to Section 5 hereof, the shares so
converted shall be canceled. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock without designation and
may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein or in any other
Preferred Stock Designation creating a series of Preferred Stock or any similar
stock or as otherwise required by law.

FIFTH: The Corporation is to have perpetual existence.

SIXTH: The private property of the stockholders of the Corporation shall not be
subject to the payment of corporate debts to any extent whatever.

SEVENTH: Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the number of
directors of the Corporation shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the whole
Board; provided, however, that for so long as the designations of the Series A
Preferred Stock and Series B Preferred Stock pursuant to Section 1 under the
caption "SERIES A AND SERIES B PREFERRED STOCK" in Article Fourth hereof remain
in effect, the Board of Directors shall consist of ten (10) members who shall be
elected as follows: (i) for so long as shares of the Series B Preferred Stock
remain outstanding, the holders of the Series A Preferred Stock and Series B
Preferred Stock, voting as a single class, shall be entitled to elect six (6)


                                       29


<PAGE>

members of the Corporation's Board, and (ii) the holders of Common Stock, voting
as a single class, shall be entitled to elect four (4) members of the
Corporation's Board, provided however, that notwithstanding the foregoing
clause, the size of the Board shall be increased to the extent necessary to
enable the applicable holders to designate a majority of the Board pursuant to
subsections 5(a)(i) and/or 5(a)(ii) under the caption "SERIES A AND SERIES B
PREFERRED STOCK" in Article Fourth hereof, if applicable. A director need not be
a stockholder. The election of directors of the Corporation need not be by
ballot unless the bylaws so require.

          Upon the termination of the designation of the Series A Preferred
Stock and Series B Preferred stock pursuant to Section 1 under the caption
"SERIES A AND SERIES B PREFERRED STOCK" in Article Fourth hereof, the directors,
other than those who may be elected by the holders of any series of Preferred
Stock or any other series or class of stock, as provided herein or in any
Preferred Stock Designation, shall be divided into three classes, as nearly
equal in number as possible. One class of directors shall be initially elected
for a term expiring at the annual meeting of stockholders to be held in 2007,
another class shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 2008, and another class shall be initially
elected for a term expiring at the annual meeting of stockholders to be held in
2009. Members of each class shall hold office until their successors are duly
elected and qualified. At each annual meeting of the stockholders of the
Corporation, commencing with the 2007 annual meeting, the successors of the
class of directors whose term expires at that meeting shall be elected by a
plurality vote of all votes cast for the election of directors at such meeting
to hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.

          Subject to the rights of the holders of any series of Preferred Stock,
and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires and until such director's successor shall have
been duly elected and qualified. No decrease in the number of authorized
directors constituting the whole Board of Directors shall shorten the term of
any incumbent director.

          Subject to the rights of the holders of any series of Preferred Stock
or any other series or class of stock, as provided herein or in any Preferred
Stock Designation, to elect additional directors under specific circumstances,
from and after the date that the designations of the Series A Preferred Stock
and Series B Preferred Stock pursuant to Section 1 under the option "SERIES A
AND SERIES B PREFERRED STOCK" are no longer in effect, any director may be 
removed from office at any time with or without cause, but only by the 
affirmative vote of the holders of 75% of the voting power of all the then 
outstanding shares of capital stock of


                                       30


<PAGE>

the Corporation (the "Capital Stock") entitled to vote generally in the election
of directors (the "Voting Stock"), voting together as a single class.

          No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.
This paragraph shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the effective date of its adoption. No repeal
or modification of this paragraph, directly or by adoption of an inconsistent
provision of this Certificate of Incorporation, by the stockholders of the
Corporation shall be effective with respect to any cause of action, suit, claim
or other matter that, but for this paragraph, would accrue or arise prior to
such repeal or modification.

EIGHTH: Subject to the rights of the holders of any series of Preferred Stock as
provided herein, and any agreements in existence on the effective date of this
Certificate of Incorporation, and unless otherwise determined by the Board of 
Directors, no holder of stock of the Corporation shall, as such holder, have 
any right to purchase or subscribe for any stock of any class which the 
Corporation may issue or sell, whether or not exchangeable for any stock of 
the Corporation of any class or classes and whether out of unissued shares 
authorized by the Certificate of Incorporation of the Corporation as originally
filed or by any amendment thereof or out of shares of stock of the Corporation 
acquired by it after the issue thereof.

NINTH: Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders, of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or


                                       31


<PAGE>


class of creditors, and/or on all the stockholders or class of stockholders, of
the Corporation, as the case may be, and also on the Corporation.

TENTH:

          1. AMENDMENT OF CERTIFICATE OF INCORPORATION. From time to time any of
the provisions of the Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the statutes of the State of
Delaware at the time in force may be added or inserted in the manner at the time
prescribed by said statutes, and all rights at any time conferred upon the
stockholders of the Corporation by its Certificate of Incorporation are granted
subject to the provisions of this Article Tenth. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, from and after
the date that the designations of the Series A Preferred Stock and Series B
Preferred Stock pursuant to Section 1 under the caption "SERIES A AND SERIES B
PREFERRED STOCK" are no longer in effect, the affirmative vote of the holders 
of at least 66 2/3% of the voting power of all the then outstanding Voting 
Stock, voting together as a single class, shall be required to amend or repeal
Article Seventh, this Article Tenth or Article Eleventh or adopt any provision 
inconsistent with any of the foregoing articles.

          2. BYLAWS. The Board of Directors is expressly authorized to make,
alter, amend and repeal the bylaws of the Corporation, in any manner not
inconsistent with the laws of the State of Delaware or of the Certificate of
Incorporation of the Corporation, subject to the power of the holders of the
Capital Stock to amend or repeal the bylaws made by the Board of Directors;
provided, that from and after the date the designations of the Series A
Preferred Stock and Series B Preferred Stock pursuant to Section 1 under the
caption "SERIES A AND SERIES B PREFERRED STOCK" are no longer in effect, any 
such amendment or repeal by stockholders shall require the affirmative vote of
the holders of at least 66 2/3% of the voting power of all the then outstanding
Voting Stock, voting together as a single class.

ELEVENTH: From and after the date that the designations of the Series A
Preferred Stock and Series B Preferred Stock pursuant to Section 1 under the
caption "SERIES A AND SERIES B PREFERRED STOCK" are no longer in effect, any
action required or permitted to be taken by the stockholders shall be taken
only at an annual or special meeting of such stockholders and not by consent in
writing. Special meetings of the stockholders for any purpose or purposes shall
be called only by the Board of Directors pursuant to a resolution adopted by a
majority of the whole Board.                                


                                       32


<PAGE>

                                                                     EXHIBIT 4.1

                         [FACE OF CERTIFICATE OF STOCK]

                                                         COMMON STOCK

           NUMBER                                        SHARES

    TRANSFERABLE IN                                      CUSIP 68555P 10 0
     NEW YORK, NY                         SEE REVERSE FOR CERTAIN DEFINITIONS
  AND JERSEY CITY, NJ

                                  ORBCOMM INC.
                         Incorporated in Delaware 2003
THIS CERTIFIES THAT

IS THE OWNER OF

      FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF ORBCOMM Inc.
(hereinafter called the Corporation) transferable on the books of the
Corporation by said owner in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
until countersigned by a Transfer Agent and registered by a Registrar.

            Witness the seal of the Corporation and the signatures of its duly
authorized officers.

            [the words "CERTIFICATE OF STOCK" are superimposed over the
foregoing text]

Dated
      /s/ Denis Veilleux                         /s/ Jerome B. Eisenberg
      TREASURER                                  CHIEF EXECUTIVE OFFICER

                             [CORPORATE SEAL OF ORBCOMM INC. - 2003 - DELAWARE]

                             COUNTERSIGNED AND REGISTERED:
                                        
                             MELLON INVESTOR SERVICES LLC
                             TRANSFER AGENT AND REGISTRAR,

                              BY                 AUTHORIZED SIGNATURE


<PAGE>

                        [REVERSE OF CERTIFICATE OF STOCK]
                                  ORBCOMM INC.

      The Corporation will furnish without charge to each shareholder who so
requests, a copy of the provisions setting forth the voting powers,

designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof which the Corporation is
authorized to issue, and the qualifications, limitations or restrictions of such
preferences and/or rights. Any such request may be addressed to the Secretary of
the Corporation or to the Transfer Agent named on the face hereof.

      The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN  -- as joint tenants with right
           of survivorship and not as
           tenants in common

UNIF GIFT MIN ACT -- ______________ Custodian ____________________
                       (Cust)                     (Minor)

Under Uniform Gifts to Minors Act __________________________
                                         (State)

      Additional abbreviations may also be used though not in the above list.

                                       2

<PAGE>

      For Value Received, ____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________

_______________________________________

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________



__________________________________________________________________________Shares
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint

________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated_________________________

                       _________________________________________________________
                       NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                               WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                               CERTIFICATE IN EVERY PARTICULAR WITHOUT
                               ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15

                                       3

<PAGE>

                                                                       EXHIBIT 5

                         Letterhead of Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                               New York, NY 10112
                                 (212) 408-5100


                                                              October 30, 2006


ORBCOMM Inc.
2115 Linwood Avenue, Suite 100
Fort Lee, New Jersey 07024

     Re: ORBCOMM Inc. Registration Statement on Form S-1

Ladies and Gentlemen:

     In connection with the registration under the Securities Act of 1933, as
amended (the "Securities Act"), by ORBCOMM Inc., a Delaware corporation (the
"Company"), of up to 11,153,800 shares (or 12,826,870 shares if the
underwriters' over-allotment option is exercised in full) of the Common Stock,
par value $.001 per share, of the Company (the "Offered Shares"), to be issued
in connection with the initial public offering of the Company (the "Offering"),
we advise as follows:

     As counsel for the Company, we are familiar with the Amended and Restated
Certificate of Incorporation and the By-laws of the Company, each as amended to
the date hereof, and we have reviewed (i) the Registration Statement on Form S-1
(Registration No. 333-134088) filed by the Company on May 12, 2006 with the
Securities and Exchange Commission (the "Commission") under the Securities Act
with respect to the issuance of the Offered Shares, as amended by Amendment No.
1 thereto filed with the Commission on July


<PAGE>

ORBCOMM
 Inc.                           -2-                    October 30, 2006


13, 2006, Amendment No. 2 thereto filed with the Commission on August 31, 2006,
Amendment No. 3 thereto filed with the Commission on October 10, 2006, Amendment
No. 4 thereto filed on October 13, 2006, Amendment No. 5 thereto filed on
October 19, 2006 and Amendment No. 6 thereto being filed with the Commission on
the date hereof (as so amended, the "Registration Statement") and (ii) the
corporate proceedings taken by the Company in connection with the authorization
of the Offering and the issuance of the Offered Shares in connection therewith.
We have also examined originals, or copies certified or otherwise authenticated
to our satisfaction, of such corporate records of the Company and such other
instruments, certificates of public officials and representatives of the Company
and other documents as we have deemed necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the originals of all documents submitted to us as
copies. As to questions of fact material to this opinion, we have, when relevant
facts were not independently established, relied upon certificates of officers
of the Company and appropriate public officials.

     On the basis of the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Offered
Shares have been duly authorized and, when the Registration Statement has become
effective under the Securities Act and the Offered Shares have been issued and
sold in


<PAGE>

ORBCOMM Inc.                           -3-                    October 30, 2006


accordance with due action of the Pricing Committee of the Board of Directors of
the Company as contemplated by the Registration Statement, the Offered Shares
will be legally and validly issued, fully paid and nonassessable.

     We express no opinion herein as to any laws other than the laws of the
State of New York, the General Corporation Law of the State of Delaware (as well
as the applicable provisions of the Delaware Constitution and applicable
reported judicial decisions) and the federal laws of the United States.

     We hereby consent to the reference to us and our opinion in the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement. We also hereby consent to the reference to this firm
under the caption "Legal Matters" in the Prospectus constituting a part of the
Registration Statement. In giving such consents, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations of the Commission promulgated
thereunder.

                                        Very truly yours,

                                       
                                        /s/ CHADBOURNE & PARKE LLP