ORBC ORBCOMM Inc

Other Information

You should not return your stock certificates or send in other documents evidencing ownership of Company Stock with the proxy card. If the Merger is completed and your shares of Company Stock are evidenced by stock certificates, the paying agent for the Merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of Company Stock evidenced by stock certificates for the Merger Consideration (without interest and subject to any required tax withholding).

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THE MERGER

The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety.

Certain Effects of the Merger

Pursuant to the terms of the Merger Agreement, if the Merger Proposal is approved by the Company’s shareholders and the other conditions to the closing of the Merger are satisfied or waived, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Common Stock and Preferred Stock issued and outstanding immediately before the Effective Time (excluding (i) shares held by the Company as treasury stock or held by Parent or Merger Sub or any entity of which Parent is a subsidiary (such shares, “Cancelled Shares”), (ii) shares held by any wholly owned subsidiary of the Company or wholly owned subsidiary of Parent (other than Merger Sub) (the “Converted Shares”) and (iii) shares held by shareholders of the Company who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL (the “Dissenting Shares”)) will be converted into the right to receive (x) $11.50 per share of Common Stock and (y) for each share of Preferred Stock, an amount equal to the sum of (1) the product of (x) the Common Stock Merger Consideration multiplied by (y) 1.66611, plus (2) an amount equal to (x) the number of shares of Preferred Stock issuable in respect of any accrued and unpaid dividends thereon as of the Effective Time, multiplied by (y) the Common Stock Merger Consideration multiplied by (z) 1.66611, in each case in cash, without interest and subject to any required tax withholding.

The Common Stock is currently registered under the Exchange Act and is listed on the NASDAQ under the symbol “ORBC.” Upon completion of the Merger, the Company will cease to be a publicly traded company and will be an indirect, wholly owned subsidiary of Parent. Following the completion of the Merger, the Common Stock will be delisted from the NASDAQ and deregistered under the Exchange Act, following which the Company will no longer be required to file periodic reports with the SEC with respect to its Common Stock in accordance with applicable law, rules and regulations. The Company will therefore become a privately held company, indirectly wholly owned by Parent.

Background of the Merger

The ORBCOMM Board and management of the Company regularly review and discuss the Company’s strategic business plan and evaluate potential strategic and financial opportunities to strengthen the Company’s business and enhance stockholder value. By 2020, the Company had completed its integration of a number of acquisitions, and the ORBCOMM Board and Company management were focused on the next step of the Company’s evolution, which it believed required growth and increased scale.

The ORBCOMM Board believed that one way to achieve its objectives might be through a partnership with a financial sponsor that could bring relevant industry experience and a growth-oriented investment philosophy. Accordingly, during the spring and summer of 2020, with the assistance of Raymond James & Associates, Inc. (“Raymond James”) serving as the Company’s financial advisor, ORBCOMM contacted eight private equity firms to assess their interest in a potential strategic transaction. (GI Partners was not one of the firms contacted.)

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Of the eight parties contacted, seven had introductory meetings with management, and five entered into customary nondisclosure agreements with the Company. One of these parties expressed interest in a potential Private Investment in Public Equity (“PIPE”) transaction; another verbally inquired into whether the Company would have interest in a potential acquisition of the Company at a price in the range of $5.00 per share of Common Stock, payable in cash. The Company declined to pursue either proposal, among other reasons because it did not believe that either would result in a transaction that was in the best interest of its stockholders in light of the prevailing economic environment at the time.

At the same time, at the ORBCOMM Board’s direction, the Company’s management team developed a multi-year business plan focused on driving long-term organic growth. In the fall of 2020, Company management prepared a five-year strategic business plan for the Company that included certain nonpublic, internal financial analyses, estimates and forecasts relating to the Company, which was reviewed by the ORBCOMM Board in October 2020. Company management also prepared the fiscal year 2021 budget, which was approved by the ORBCOMM Board in December 2020. The Five-Year Plan (as defined below under the caption “— Certain ORBCOMM Unaudited Prospective Financial Information”) was subsequently updated by Company management in February 2021 in connection with the transaction. For a discussion of the Five-Year Plan, including related updates thereto, and the related Company Extrapolations (as defined below under the caption “— Certain ORBCOMM Unaudited Prospective Financial Information”) please see below under the caption “— Certain ORBCOMM Unaudited Prospective Financial Information”.

On December 4, 2020, PJT Partners LP (“PJT Partners”) introduced representatives of GI Partners and members of Company management to each other via email. PJT Partners provided the introduction because it was aware, through previous discussions with GI Partners, that GI Partners’ Data Infrastructure team had specific interest in the IoT, enterprise awareness and fleet telematics industries, and ORBCOMM had expressed a willingness to meet with relevant financial sponsors. Representatives of GI Partners and Company management held an initial call on December 11, 2020, to introduce members of the respective teams and discuss the Company’s business and operations at a high level based on publicly available information, as well as GI Partners’ experience and potential interest.

On December 18, 2020, GI Partners signed a non-disclosure agreement with the Company (the “GI NDA”), which contained customary provisions relating to the provision of nonpublic information to GI Partners in connection with GI Partners’ preliminary due diligence and evaluation of a potential transaction with the Company, as well as customary standstill restrictions. Following execution of the GI NDA, during January 2020, ORBCOMM provided representatives of GI Partners with certain business and financial information concerning the Company.

On January 5, 2021, representatives of GI Partners and Company management met via videoconference for an initial due diligence meeting, during which members of Company management provided an overview of the Company’s operations, strategy and financial position. Following this discussion, Mr. M. Eisenberg consulted with each of the members of the ORBCOMM Board and they determined to engage in further exploratory conversations with GI Partners. During the next several weeks, representatives of GI Partners and Company management met periodically via videoconference to discuss various aspects of GI Partners’ due diligence review of the Company, including its operations, product portfolio and roadmap, business unit and customer trends, unit economics, cost structure, financial forecast and growth strategy.

On February 4, 2021, GI Partners submitted a non-binding letter of intent (“LOI”) to ORBCOMM containing a proposal to acquire the Company at a price of $10.50 per share of Common Stock, payable in cash. The LOI also proposed a 30-day exclusivity period (subject to an automatic 15-day extension if the parties were continuing to work together in good faith) for completion of due diligence, to obtain financing commitments and for negotiation and finalization of definitive documentation. The LOI stated that GI Partners’ proposal would expire on February 10, 2021. Company management provided the ORBCOMM Board with a copy of the LOI promptly

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upon receipt and called a special meeting of the ORBCOMM Board to discuss the proposal. Later that day, PJT Partners provided to the ORBCOMM Board a letter that described PJT Partners’ prior relationships with GI Partners, which are summarized in the section of this proxy statement entitled “— Opinion of PJT Partners LP — General”.

On February 6, 2021, the ORBCOMM Board held a special meeting via videoconference, with representatives of Milbank LLP (“Milbank”), the Company’s legal advisor, and PJT Partners, each in attendance by invitation of the ORBCOMM Board. At the meeting, representatives of PJT Partners and Company management provided the ORBCOMM Board with an overview of GI Partners, the diligence process that GI Partners had conducted to date, and the terms of the proposed transaction as set forth in the LOI. Milbank also provided the ORBCOMM Board with an overview of its fiduciary duties in connection with its evaluation of strategic alternatives. Following PJT Partners’ presentation, the ORBCOMM Board excused PJT Partners and discussed the process for evaluating and selecting a financial advisor to advise the Company with respect to the LOI and potential strategic alternatives. The ORBCOMM Board determined to interview multiple firms, including PJT Partners, prior to selecting a financial advisor.

On February 11, 2021, the ORBCOMM Board interviewed multiple potential financial advisors via videoconference, including PJT Partners and Raymond James. At a special meeting of the ORBCOMM Board held via videoconference following the interviews, with Milbank in attendance, the ORBCOMM Board resolved to engage PJT Partners as its non-exclusive financial advisor in connection with its evaluation of the LOI as well as other potential strategic alternatives. ORBCOMM and PJT Partners executed an engagement letter on February 15, 2021.

On February 17, 2021, the ORBCOMM Board held a special meeting via videoconference, with representatives from Milbank and PJT Partners in attendance, to discuss the process and basis for the ORBCOMM Board’s evaluation of the LOI and to review and discuss other strategic alternatives available to the Company. The ORBCOMM Board and PJT Partners discussed the Five-Year Plan (as defined in the section of this proxy statement entitled “The Merger — Certain ORBCOMM Unaudited Prospective Financial Information), and the updates thereto provided by Company management. PJT Partners described for the ORBCOMM Board the financial analyses that PJT Partners would undertake in its evaluation of the LOI. The ORBCOMM Board agreed that the Five-Year Plan, as updated to date, was appropriate for PJT Partners to use as a basis for its financial analyses and adjourned to permit PJT Partners to conduct its preliminary financial analyses.

The ORBCOMM Board reconvened on February 19, 2021, again with representatives from Milbank and PJT Partners in attendance. PJT Partners presented its preliminary financial analyses to the ORBCOMM Board regarding the proposed price of $10.50 per share of Common Stock contained in the LOI. Representatives from PJT Partners and Milbank also discussed with the ORBCOMM Board several procedural options for evaluating a potential acquisition, including a comparison of the relative benefits and drawbacks of an auction process compared to a post-signing “go-shop” process. Representatives from PJT Partners and the ORBCOMM Board discussed that, in light of the Company’s earlier discussions with other parties described above, an auction process likely would not offer a meaningfully better chance of receiving a competing bid than a post-signing go-shop process, and conversely that continuing negotiations with GI Partners likely would provide the Company with greater certainty, and greater likelihood of engagement by GI Partners, than it would have in an auction process. Following this discussion, the ORBCOMM Board instructed PJT Partners to convey to GI Partners that the ORBCOMM Board did not believe that a price of $10.50 per share of Common Stock represented the full value of the Company, but that it invited GI Partners to submit a revised LOI at a higher price, noting that a post-signing go-shop period would be a necessary term of any definitive transaction agreement. Representatives of PJT Partners communicated this message to representatives of GI Partners and its financial advisor, Evercore Partners (“Evercore”) promptly following the meeting.

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Following telephonic and email discussions between representatives of GI Partners and PJT Partners regarding the ORBCOMM Board’s response to the initial LOI, as well as the Company’s reported fourth quarter 2020 and annual 2020 earnings results, GI Partners submitted a revised letter of intent to Company management on February 25, 2021 (the “Revised LOI”). The terms of the transaction contemplated by the Revised LOI included a proposal to acquire the Company at a price of $11.00 per share of Common Stock, payable in cash, and a go-shop period of 20 days following signing of the merger agreement. In the Revised LOI, GI Partners again requested a 30-day exclusivity period, with an automatic 15-day extension if the parties were continuing to work together in good faith toward completion of the transaction.

On February 27, 2021, the ORBCOMM Board held a special meeting via videoconference, with representatives from Milbank and PJT Partners in attendance. At the meeting, PJT Partners discussed with the ORBCOMM Board the terms of the Revised LOI, and in particular the proposed price of $11.00 per share of Common Stock, based on a range of preliminary financial analyses. Following a discussion of potential alternatives in response to the Revised LOI, the ORBCOMM Board resolved to temporarily adjourn the meeting to permit the directors additional time to consider the Revised LOI and potential alternatives.

The ORBCOMM Board reconvened on February 28, 2021, and representatives from PJT Partners again presented preliminary financial analyses of GI Partners’ proposal set forth in the Revised LOI. Representatives from Milbank discussed with the ORBCOMM Board the exclusivity terms in the Revised LOI and potential terms of a counterproposal, including a restriction on GI Partners’ ability to engage financing sources on an exclusive basis. Representatives from Milbank also discussed with the ORBCOMM Board the terms of a go-shop provision that could be included in a potential counterproposal. Following this discussion, the ORBCOMM Board authorized PJT Partners to make a counterproposal on behalf of the Company to GI Partners, reflecting, among other things, a price of $12.25 per share of Common Stock, payable in cash, agreement on a 30-day exclusivity period subject to a prohibition on engaging financing sources on an exclusive basis, a go-shop period of 45 days, and a two-tiered break-up fee of 1.25% of aggregate equity value in connection with termination of the merger agreement in response to a superior bid resulting from the go-shop process and 2.75% of aggregate equity value if a termination fee was otherwise payable. The ORBCOMM Board then adjourned the meeting pending GI Partners’ response to the Company’s counterproposal.

PJT Partners communicated the terms of the Company’s counterproposal to representatives of GI Partners and Evercore on February 28, 2021 promptly following the meeting. Later that day, GI Partners informed PJT Partners that it had held an investment committee meeting to discuss the Company’s counterproposal and, following that meeting, was authorized to revise the terms of its proposal to include, among other things, a price of $11.25 per share of Common Stock, payable in cash, a 30-day go-shop period, and a two-tiered break-up fee of 2% of aggregate equity value in connection with termination in response to a superior bid resulting from the go-shop process and 4% of aggregate equity value if a termination fee was otherwise payable. PJT Partners promptly communicated the same to Company management, who informed the ORBCOMM Board and reconvened the special meeting.

On March 1, 2021, the ORBCOMM Board reconvened the special meeting to discuss GI Partners’ February 28^th proposal, again with representatives from PJT Partners and Milbank present. Following discussion of GI Partners’ revised proposal, and in light of prior discussions regarding PJT Partners’ preliminary financial analyses, the ORBCOMM Board directed PJT Partners to communicate a counterproposal to GI Partners, reflecting a price of $11.75 per share of Common Stock, payable in cash, a go-shop period of 35 days, and a two-tiered break-up fee of 1.75% of aggregate equity value in connection with termination of the merger agreement in response to a superior bid resulting from the go-shop process and 3.5% of aggregate equity value if a termination fee was otherwise payable. The ORBCOMM Board further resolved to authorize the Company to

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execute a 30-day exclusivity agreement with GI Partners on terms previously discussed if GI Partners agreed to a price of at least $11.50 per share of Common Stock, payable in cash. PJT Partners communicated the terms of the Company’s counterproposal to representatives of GI Partners and Evercore promptly following the meeting.

Following this communication, representatives from PJT Partners, in consultation with Milbank and Company management, engaged in further discussion with representatives of GI Partners and Evercore regarding the proposed transaction terms. On March 3, 2021, GI Partners updated its revised proposal to include a price of $11.50 per share of Common Stock, payable in cash, and a 30-day go-shop period, and agreed to ORBCOMM’s counterproposal regarding a two-tiered break-up fee of 1.75% and 3.5% of aggregate equity value. Following agreement on these key terms, the parties executed an exclusivity agreement.

Later on March 3, 2021, following execution of the exclusivity agreement, representatives from GI Partners, Company management and PJT Partners met telephonically to discuss the remaining due diligence to be completed by GI Partners in connection with its evaluation of the transaction. Over the course of the following weeks, representatives from the Company, Milbank and PJT Partners coordinated to respond to due diligence requests by posting relevant documentation to the virtual data room and by meeting telephonically with representatives of GI Partners and its advisors, including in connection with the preparation and finalization of the disclosure schedules delivered by the Company in connection with its representations and warranties in the Merger Agreement.

During this period, in anticipation of the post-signing go-shop process, the ORBCOMM Board determined it would be advisable to also engage Raymond James as its nonexclusive financial advisor to allow the Company to engage with a broader range of potential bidders during the go-shop period and also in light of Raymond James’ familiarity with the Company and its operations due to its previous engagements with the Company. Accordingly, ORBCOMM and Raymond James executed an engagement letter on March 9, 2021, following which Raymond James and PJT Partners began to coordinate regarding the go-shop process and the plan for related third party outreach.

On March 15, 2021, Milbank received an initial draft of the merger agreement from Simpson Thacher & Bartlett LLP (“Simpson Thacher”), counsel to GI Partners that, among other things, proposed a “reverse” termination fee equal to 4% of aggregate equity value, which would be payable by GI Partners if the conditions to GI Partners’ obligation to close under the merger agreement were satisfied but it failed to close. Milbank discussed the draft merger agreement with Company management over the course of the following days and, following discussion, sent a revised draft of the merger agreement to Simpson Thacher on March 22, 2021. Milbank’s revised draft included, among other things, a reverse termination fee of 7% of aggregate equity value, and limitations on the circumstances in which the Company would be required to pay a termination fee and/or reimburse GI Partners’ expenses.

On March 17 and March 18, 2021, members of Company management, including Mr. M. Eisenberg, met with representatives of GI Partners to discuss various matters related to the transaction and GI Partners’ ongoing diligence review of the Company, its operations, and strategy and plans for future growth. During these discussions, on March 18, 2021, representatives from GI Partners expressed to Mr. M. Eisenberg a desire to engage in a discussion regarding a potential go-forward role for Mr. M. Eisenberg following consummation of the Merger and a potential rollover of a portion of his equity in connection therewith. Mr. M. Eisenberg informed the representatives from GI Partners that he would inform the ORBCOMM Board of this request.

On March 23, 2021, the ORBCOMM Board held a special meeting via videoconference to receive an update from Company management and representatives from PJT Partners, Raymond James and Milbank regarding the status of the due diligence process and the negotiation of the definitive documentation for the transaction. At the meeting, representatives from Milbank provided the ORBCOMM Board with an overview of certain key issues

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in the merger agreement. The ORBCOMM Board and Company management also discussed GI Partners’ request for a 7-day extension of the exclusivity period in order to complete confirmatory due diligence as well as finalize financing commitments and other definitive documentation. The ORBCOMM Board agreed to authorize a 5-day extension through April 7, 2021. PJT Partners and Raymond James also discussed a proposed strategy and process for the go-shop period, including a preliminary list of specific parties that would be the subject of outreach.

Messrs. M. Eisenberg and J. Eisenberg and the representatives present from PJT Partners and Raymond James then left the meeting, and the remaining directors and representatives from Milbank engaged in a discussion regarding strategic and other considerations of the timing of discussions between Mr. M. Eisenberg and GI Partners and, following this consideration, requested that Milbank communicate to Simpson Thacher that the ORBCOMM Board had determined it advisable to receive further feedback on the revised draft of the merger agreement, including the amount of the reverse termination fee, before authorizing Mr. M. Eisenberg to engage in discussions regarding the potential terms of any rollover equity or other terms of continued employment. Representatives from Milbank communicated this position to Simpson Thacher promptly following the meeting.

On March 25, 2021, the parties executed an amendment to the exclusivity agreement that extended the exclusivity period to April 7, 2021. Also on March 25, 2021, Mr. M. Eisenberg presented to GI Partners’ Investment Committee regarding the Company’s business, strategic priorities, growth initiatives and future opportunities. That same day, Mr. C. Le Brun, Executive Vice President and Chief Legal and Human Resources Officer of the Company, and Mr. C. Milcos, Executive Vice President and Chief Financial Officer of the Company, met in person with representatives from GI Partners to discuss matters related to GI Partners’ ongoing diligence review of the Company and the Company’s strategy and plans for future growth.

On March 26, 2021, Simpson Thacher sent Milbank a revised draft of the merger agreement, which included a proposed reverse termination fee of 5% of aggregate equity value and revised proposals on the circumstances in which the Company termination fee and/or reimbursement of GI Partners’ expenses would be required. Also on March 26, 2021, representatives from Simpson Thacher informed Milbank during a telephonic discussion of the transaction that GI Partners would not seek to reach a binding agreement or non-binding understanding with Mr. M. Eisenberg prior to signing the definitive transaction documentation. As a result, although GI Partners presented Mr. M. Eisenberg with a preliminary proposal regarding the terms of his continued employment post-closing on April 5, 2021, Mr. M. Eisenberg did not respond to this proposal, and no understanding was reached between Mr. M. Eisenberg and GI Partners prior to signing of the merger agreement and other definitive documents.

Milbank discussed the draft of the merger agreement with Company management over the course of the following days and, following discussion, sent a revised draft of the merger agreement to Simpson Thacher on March 31, 2021. Milbank’s revised draft included, among other things, a reverse termination fee of 6% of aggregate equity value, and limitations on the situations in which the Company would be required to pay a termination fee and/or reimburse GI Partner expenses. Also on March 31, 2021, Simpson Thacher sent Milbank drafts of the debt commitment letter, equity commitment letter, and limited guaranty of Parent’s obligation to pay the reverse termination fee.

Over the course of the following week, representatives from Milbank engaged in ongoing discussions with representatives of Simpson Thacher and exchanged multiple drafts of the merger agreement (including the Company’s related disclosure schedules), financing commitment letters and limited guaranty, and continued the negotiations of key terms contained therein, including those related to the amount of the reverse termination fee, the Company termination fee triggers, provisions related to the go-shop period, and the parties’ respective obligation to seek and obtain regulatory approvals for the transaction. In addition, representatives from Milbank, PJT Partners and Company management continued the discussions regarding the terms of the equity and debt financing to be obtained by GI Partners in connection with the transaction, and in particular sought to confirm

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that the amount of the equity and debt financing would be sufficient in the aggregate to pay the aggregate Merger Consideration, all fees and expenses payable by Parent, Merger Sub or the Company in connection with the transaction, and to repay or refinance the Company’s existing indebtedness.

Following these negotiations, on April 7, 2021, the ORBCOMM Board met via videoconference, with members of Company management and representatives from Milbank, PJT Partners and Raymond James in attendance. Representatives of Milbank again provided an overview of the ORBCOMM Board’s fiduciary duties and the status of negotiations, noting that the copies of the merger agreement and the other definitive documentation that had been provided to the ORBCOMM Board for review prior to the meeting were in substantially final form. At the request of the ORBCOMM Board, the representatives of PJT Partners reviewed its financial analyses in connection with the proposed Merger, following which, at the request of the ORBCOMM Board, representatives of PJT Partners then rendered its oral opinion to the ORBCOMM Board (which was subsequently confirmed in writing) that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with its opinion (which are stated in its written opinion), the Common Stock Merger Consideration to be received by the holders of Common Stock of the Company in the Merger was fair to such holders from a financial point of view. The full text of PJT Partners’ written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion, is attached as Annex B. After discussion, the ORBCOMM Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to and in the best interests of the Company and the stockholders of the Company, and approved the Merger Agreement, the execution and delivery thereof and the performance by the Company of the transactions contemplated thereby, including the Merger.

Following the meeting, the parties executed the Merger Agreement and other definitive documentation in the evening of April 7, 2021, and GI Partners delivered to ORBCOMM executed copies of the Equity Commitment Letter, Debt Commitment Letter and Limited Guaranty. The parties issued a press release announcing the transaction prior to market open on April 8, 2021.

On April 8, 2021, following announcement of the transaction, representatives from PJT Partners and Raymond James initiated outreach to the list of parties previously discussed with the ORBCOMM Board and Company management in connection with the go-shop process.

During the go-shop period, PJT Partners and Raymond James affirmatively contacted 57 potential strategic and financial counterparties and received additional unsolicited inbound inquiries from two additional parties. Over the course of the next four weeks, nine parties executed non-disclosure agreements with the Company on substantially similar terms as the nondisclosure agreement between the Company and GI Partners and were provided information via a virtual data room, and Company management met with four of these parties in-person, telephonically, or via videoconference. None of the Company’s discussions with interested parties resulted in the submission of an Acquisition Proposal.

Reasons for the Merger; Recommendation of the ORBCOMM Board

The ORBCOMM Board evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the transactions contemplated thereby, including the Merger, and, on April 7, 2021, determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and the stockholders of the Company, approved the Merger Agreement and the execution and delivery thereof and performance of the transactions contemplated thereby, including the Merger, and determined to recommend to the ORBCOMM stockholders that they vote “FOR” the Merger Proposal.

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In the course of making its unanimous determination to approve the Merger and to recommend that ORBCOMM stockholders vote “FOR” the Merger Proposal, the ORBCOMM Board considered the following positive factors (which are not necessarily in order of relative importance) relating to the Merger Agreement and the transactions contemplated thereby, including the Merger, each of which the ORBCOMM Board believed supported its decision:

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In addition, the ORBCOMM Board also weighed the foregoing advantages and benefits against a variety of risks and other potentially negative factors (which are not necessarily in order of relative importance), including the following:

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After considering the foregoing factors, the ORBCOMM Board concluded that, overall, the potentially beneficial factors relating to the Merger Agreement and the transactions contemplated thereby, including the Merger, outweighed the risks and potentially negative factors.

The foregoing discussion of the information and factors considered by the ORBCOMM Board is not exhaustive but is intended to reflect the material factors considered by the ORBCOMM Board in its consideration of the

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Merger Agreement and the transactions contemplated thereby, including the Merger. In view of the complexity and the large number of factors considered, the ORBCOMM Board, individually and collectively, did not quantify or assign any relative or specific weight to the various factors. Rather, the ORBCOMM Board based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the ORBCOMM Board may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the ORBCOMM Board is forward-looking in nature. This information should be read in light of the factors described under the caption “Cautionary Statement Concerning Forward-Looking Statements.”

THE ORBCOMM BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE MERGER PROPOSAL.

Opinion of PJT Partners LP

PJT Partners was retained by ORBCOMM to act as its financial advisor in connection with the Merger and, upon the ORBCOMM Board’s request, to render its fairness opinion to the ORBCOMM Board in connection therewith. ORBCOMM selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of ORBCOMM’s industry and its knowledge and understanding of the business and affairs of ORBCOMM.

At a meeting of the ORBCOMM Board on April 7, 2021, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated April 7, 2021, to the ORBCOMM Board to the effect that, as of such date and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the Common Stock Merger Consideration to be received by the holders of Common Stock in the Merger was fair to such holders from a financial point of view.

The full text of PJT Partners’ written opinion delivered to the ORBCOMM Board, dated April 7, 2021, is attached as Annex B to this proxy statement and incorporated herein by reference. PJT Partners’ written opinion has been provided by PJT Partners at the request of the ORBCOMM Board and is subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read PJT Partners’ written opinion carefully and in its entirety. PJT Partners provided its opinion to the ORBCOMM Board, in its capacity as such, in connection with and for purposes of its evaluation of the Merger only, and PJT Partners’ opinion does not constitute a recommendation as to any action the ORBCOMM Board should take with respect to the Merger or how any ORBCOMM stockholder should vote or act with respect to the Merger or any other matter. The following is a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion. This summary of the PJT Partners opinion contained in this proxy statement is qualified in its entirety by reference to the full text of PJT Partners’ written opinion.

In arriving at its opinion, PJT Partners, among other things:

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In preparing its opinion, with the consent of the ORBCOMM Board, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by PJT Partners, without independent verification thereof. PJT Partners assumed, with the consent of the ORBCOMM Board, that the Company Projections and the assumptions underlying the Company Projections, and all other financial analyses, estimates and forecasts provided to PJT Partners by the Company’s management, have been reasonably prepared in accordance with industry practice and represent the Company management’s best then-currently available estimates and judgments as to the business and operations and future financial performance of the Company. PJT Partners assumed no responsibility for and expressed no opinion as to the Company Projections, the assumptions upon which they were based or any other financial analyses, estimates and forecasts provided to PJT Partners by the Company’s management. PJT Partners also assumed that there were no material changes in the assets, financial condition, results of operations, business or prospects of the Company since the respective dates of the last financial statements made available to PJT Partners. PJT Partners relied, with the consent of the ORBCOMM Board, on the Company management’s representations and/or projections regarding taxable income, standalone net operating loss utilization and other tax attributes of the Company. PJT Partners further relied, with the consent of the ORBCOMM Board, upon the assurances of the management of the Company that they were not aware of any facts that would make the information, including the Company Projections, provided by them inaccurate, incomplete or misleading.

PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by it, nor was it furnished with any such verification and it does not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct a physical inspection of any of the properties or assets of the Company. PJT Partners did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of the Company, nor was it furnished with any such evaluations or appraisals, nor did it evaluate the solvency of the Company under any applicable laws.

PJT Partners also assumed, with the consent of the ORBCOMM Board, that the final executed form of the Merger Agreement would not differ in any material respects from the draft reviewed by PJT Partners and that the consummation of the Merger would be effected in accordance with the terms and conditions of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement material to PJT Partners’ analyses, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or Parent or the contemplated benefits of the Merger that would be material to PJT Partners’ analyses. PJT Partners did not express any opinion as to any tax or other consequences that might result from the Merger, nor its opinion address any legal, tax, regulatory or accounting

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matters, as to which PJT Partners understood that the Company obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon without independent verification the assessment of the Company and its legal, tax and regulatory advisors with respect to such matters.

In arriving at its opinion, PJT Partners was not asked to solicit, and did not solicit, interest from any party with respect to any sale, acquisition, business combination or other extraordinary transaction involving the Company or its assets, although PJT Partners noted that it was authorized in accordance with the Merger Agreement to do so for a prescribed period of time following the execution of the Merger Agreement. PJT Partners did not consider the relative merits of the Merger as compared to any other business plan or opportunity that might be available to the Company or the effect of any other arrangement in which the Company might engage and PJT Partners’ opinion did not address the underlying decision by the Company to engage in the Merger. PJT Partners’ opinion was limited to the fairness as of the date of the opinion, from a financial point of view, to the holders of Common Stock of the Common Stock Merger Consideration to be received by such holders in the Merger, and PJT Partners’ opinion did not address any other aspect or implication of the Merger, the Merger Agreement, or any other agreement or understanding entered into in connection with the Merger or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the Merger to the holders of any other class of securities (including to the holders of Preferred Stock), creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the Merger. PJT Partners also expressed no opinion as to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons. PJT Partners’ opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date of the opinion. PJT Partners expressed no opinion as to the prices or trading ranges at which the Common Stock would trade at any time.

PJT Partners’ opinion does not constitute a recommendation to any holder of Common Stock or Preferred Stock as to how any stockholder should vote or act with respect to the Merger or any other matter. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. The issuance of PJT Partners’ opinion was approved by a fairness committee of PJT Partners in accordance with established procedures.

PJT Partners’ advisory services and opinion were provided to the ORBCOMM Board, in its capacity as such, in connection with and for the purposes of its evaluation of the Merger only and the opinion does not constitute a recommendation as to any action the ORBCOMM Board should take with respect to the Merger or any aspect thereof.

Summary of Financial Analyses

In connection with rendering its opinion, PJT Partners performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the shares of Common Stock but rather made its determination as to fairness, from a financial point of view, to the holders of Common Stock, of the Common Stock Merger Consideration to be received by such holders pursuant to the Merger Agreement on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the

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circumstances of the Merger. Accordingly, PJT Partners believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to the ORBCOMM Board. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Merger. None of the Company, the ORBCOMM Board, PJT Partners, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the Company Projections and other financial information prepared and furnished to PJT Partners by or on behalf of the management of the Company and approved for PJT Partners’ use by the ORBCOMM Board. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed for the Company as of April 6, 2021 (which was the last trading day for the Company’s Common Stock prior to the date of PJT Partners’ opinion), and is not necessarily indicative of current or future market conditions. Calculations of implied per share equity values were rounded to the nearest $0.05. The detail underlying the fully diluted share count for the Company used below was provided by the Company’s management.

Selected Public Market Multiples Analysis

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Common Stock by reference to these companies, which could then be used to calculate implied per share equity value ranges, PJT Partners reviewed and compared specific financial, operating and public trading data relating to the Company with selected companies that PJT Partners deemed comparable to the Company and relevant for purposes of this analysis. The selected comparable companies were CalAmp Corp., Digi International Inc., Ituran Location and Control Ltd., MiX Telematics Ltd., PowerFleet Inc., Sierra Wireless, Inc., Telit Communications PLC and Trimble Inc.

As part of its selected public market multiples analysis, PJT Partners calculated and analyzed the following ratios and multiples: (i) total enterprise value (calculated as the equity value based on fully diluted shares of Common Stock outstanding calculated using the treasury stock method, plus debt and less cash, after giving effect to certain adjustments, such as noncontrolling interests) (“TEV”) as a multiple of 2021E Adjusted EBITDA post stock-based compensation (“SBC”) (“TEV / 2021E Adjusted EBITDA (Post-SBC)”) and (ii) TEV as a multiple of 2021E Revenue (“TEV / 2021E Revenue”).

All of these calculations were performed and based on publicly available financial data and on closing share prices for each comparable company as of April 6, 2021. The results of this selected comparable company analysis are summarized below:

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PJT Partners, based on its professional judgment, selected the comparable companies because PJT Partners believed their businesses, operating and public trading profiles are reasonably similar to those of the Company. However, because of the inherent differences between the businesses, operations and prospects of the Company and those of the selected comparable companies, PJT Partners believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public market multiples analysis. Accordingly, PJT Partners also made qualitative judgments concerning differences between the public trading histories, businesses, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between the Company, as applicable, and the companies included in the selected public market multiples analysis.

Based upon these judgments, PJT Partners selected a TEV / 2021E Adjusted EBITDA (Post-SBC) multiple range of 14.0x to 20.0x and a TEV / 2021E Revenue multiple range of 2.5x to 4.0x and applied such ranges to ORBCOMM’s 2021E Adjusted EBITDA and 2021E Revenue, respectively, included in the Company Projections to calculate a range of implied prices per share of Common Stock based on the fully diluted shares of Common Stock outstanding calculated using the treasury stock method as well as the Company’s net debt as of March 31, 2021. The following summarizes the results of these calculations:

PJT Partners then compared these ranges of implied per share equity values of Common Stock to the Common Stock Merger Consideration of $11.50 per share of Common Stock.

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For each precedent transaction, PJT Partners reviewed the TEV as a multiple of (i) the target company’s last twelve-month (“LTM”) EBITDA (Post-SBC), (ii) the target company’s next twelve-month (“NTM”) EBITDA (Post-SBC), (iii) the target company’s LTM revenue and (iv) the target company’s NTM revenue. Where Post-SBC metrics were not available, pre-SBC metrics were considered instead. All of these calculations were performed and based on publicly available financial data at the time of announcement of the relevant transaction.

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent M&A transactions analysis. In addition, certain of the selected precedent transactions involved stock consideration rather than cash consideration, and the selected precedent transactions occurred during periods in which financial, economic and market conditions were different from those in existence as of the date of PJT Partners’ opinion. Accordingly, PJT Partners believed, and discussed with the ORBCOMM Board, that a purely quantitative selected precedent transactions analysis would not be particularly meaningful in the context of considering the Merger and did not consider the TEV as a multiple of LTM EBITDA (Post-SBC) (“TEV / LTM EBITDA (Post-SBC)”), the TEV as a multiple of NTM EBITDA (Post-SBC) (“TEV / NTM EBITDA (Post-SBC)”), the TEV as a multiple of LTM Revenue (“TEV / LTM Revenue”) or the TEV as a multiple of NTM Revenue (“TEV / NTM Revenue”) multiple of any one selected precedent transaction individually to be more relevant than the same multiple for any other selected precedent transaction. PJT Partners therefore made qualitative judgments concerning the differences between the characteristics of the selected precedent transactions and the Merger that would affect the acquisition values of the selected target companies and the Company.

After reviewing the above analyses, PJT Partners selected a TEV / NTM EBITDA (Post-SBC) multiple range of 13.0x to 18.0x, and applied such range to the Company’s 2021E Adjusted EBITDA (Post-SBC) included in the Company Projections to calculate a range of implied per share equity values for the Company as of April 6, 2021. PJT Partners selected a TEV / NTM Revenue multiple range of 3.25x to 5.00x, and applied such range to the Company’s 2021E Revenue included in the Company Projections to calculate a range of implied per share equity values for the Company as of April 6, 2021. Such implied per share values also included the net present value of $24.4 to $31.7 million with respect to TEV / NTM EBITDA (Post-SBC) and $27.4 to $35.5 million with respect to TEV / NTM Revenue, in each case, for net operating losses (“NOLs”) and other similar tax attributes as of March 31, 2021, which is the valuation of certain ORBCOMM NOLs in an acquisition scenario based on the taxable income forecast contained in the Company Projections, incorporating limitations on the utilization of NOLs in a change of control scenario under IRS Section 382 as provided by the Company’s management and its tax advisors and discounted at discount rates ranging from 9.0% to 10.0%, which were selected based on PJT Partners’ analysis of the weighted average cost of capital of the Company.

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The following summarizes the results of these calculations:

PJT Partners then compared these ranges of implied per share equity values of Common Stock to the Common Stock Merger Consideration of $11.50 per share of Common Stock.

Discounted Cash Flow Analysis

In order to estimate the present value of Common Stock, PJT Partners performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated TEV of the Company using the discounted cash flow method, PJT Partners added (i) the Company’s estimated unlevered free cash flows for the period from March 31, 2021 through December 31, 2030 based on the Company Projections to (ii) ranges of terminal values of the Company as of December 31, 2030, and discounted such amounts to their present value as of March 31, 2021 using a range of selected discount rates. Unlevered free cash flows were provided by the Company’s management as part of the Company Projections and consisted of the Adjusted EBITDA (Post-SBC), less capital expenditures, changes in net working capital and unlevered cash taxes, with appropriate adjustments for other cash items.

The residual value of the Company at the end of the projection period, or terminal value, was estimated by applying a perpetuity growth rate range of 2.5% to 4.5% to the Company’s 2030E unlevered free cash flow selected by PJT Partners in its professional judgment, which implied a terminal TEV / Adjusted EBITDA (Post-SBC) multiple range of 7.9x to 13.3x to the Company’s 2030E Adjusted EBITDA (Post-SBC). The unlevered free cash flows and terminal values were then discounted to present value as of March 31, 2021 using discount rates ranging from 9.0% to 10.0%, which were selected based on PJT Partners’ analysis of the weighted average cost of capital of the Company.

PJT Partners then calculated a range of implied equity values per share of the Company’s Common Stock by (i) subtracting the Company’s net debt as of March 31, 2021, (ii) subtracting the value of the noncontrolling interests, and (iii) adding the net present value of certain NOLs and other similar tax attributes (approximately $35.9 to $38.0 million based on the taxable income forecast contained in the Company Projections, not reflecting any limitations on the utilization of NOLs in a change of control scenario under IRS Section 382 as provided by the Company’s management and its tax advisors, and discounted to present value as of March 31, 2021, using a discount rates ranging from 9.0% to 10.0% selected by PJT Partners in its professional judgment), to the estimated TEV derived using the discounted cash flow method and dividing such amounts by the fully diluted shares of Common Stock outstanding calculated using the treasury stock method as of March 31, 2021.

The following summarizes the results of these calculations:

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PJT Partners then compared this range of implied per share equity values of Common Stock to the Common Stock Merger Consideration of $11.50 per share of Common Stock.

Other Information

PJT Partners also observed the additional factors described below, which were not considered part of its financial analyses in connection with rendering its opinion, but were referenced solely for informational purposes:

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying PJT Partners’ opinion. In arriving at its fairness determination, PJT Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, PJT Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the Merger. The terms of the Merger Agreement, including the Common Stock Merger Consideration, were determined through arm’s-length negotiations among the Company, Parent and Merger Sub, rather than PJT Partners, and the decision to enter into the Merger Agreement was solely that of the Company, Parent and Merger Sub.

PJT Partners prepared these analyses for purposes of providing its opinion to the ORBCOMM Board as to the fairness, from a financial point of view, as of the date of the written opinion of PJT Partners, to the holders of Common Stock, of the Common Stock Merger Consideration to be received by such holders pursuant to the Merger. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, the ORBCOMM Board, PJT Partners or any other person assumes responsibility if future results are materially different from those forecast.

PJT Partners is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. ORBCOMM selected PJT Partners to act as its financial advisor because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions.

PJT Partners is acting as financial advisor to the Company with respect to the Merger. As compensation for its services in connection with the Merger, PJT Partners is entitled to receive from the Company a $1 million opinion fee which became payable when the opinion was rendered to the ORBCOMM Board (and which became payable regardless of the conclusion reached in such opinion) and is creditable against a transaction fee that is

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payable contingent upon the consummation of the Merger, which is currently estimated, as of May 5, 2021, to be $14.9 million. In addition, the Company has agreed to reimburse PJT Partners for certain out-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of PJT Partners’ opinion).

In the ordinary course of PJT Partners and its affiliates’ businesses, PJT Partners and its affiliates may provide investment banking and other financial services to the Company, Parent and their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of its written opinion, PJT Partners and certain of its affiliated entities: (i) from time to time met with certain affiliates of Parent to discuss various strategic and fundraising opportunities as part of PJT Partners’ general coverage of these affiliates of Parent, including, prior to the engagement of PJT Partners by the Company in connection with the Merger, a potential transaction with the Company; (ii) advised, through PJT Park Hill (PJT Partners’ fund placement business), acting as a fund placement agent, an affiliate of Parent in connection with the fundraising of GI Partners Data Infrastructure Fund LP, which is one of the funds that provided an equity commitment to Parent in connection with the Merger, for which PJT Partners has earned fees of less than $10 million and may in the future be entitled to receive additional customary compensation in the event certain limited partners of such fund co-invest in its investments; and (iii) are advising, through PJT Park Hill acting as a fund placement agent, an affiliate of Parent in connection with the fundraising of GI Partners Fund VI LP, for which PJT Partners has earned fees of less than $5 million and expects to earn additional fees in the future.

influence your decision, if you are an ORBCOMM stockholder, to vote for the Merger Proposal, the Compensation Proposal or the Adjournment Proposal. You should also note that this information constitutes forward looking statements. See the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.”

The Company Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections. This information is prospective and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the Company Projections. The Company Projections have been prepared by, and are the responsibility of, ORBCOMM’s management. Neither the Company’s independent registered public accounting firm, nor any independent accountants, have examined, compiled or performed any procedures with respect to the Company Projections and, accordingly, the Company’s independent registered accounting firm does not express an opinion or any other form of assurance on the Company Projections or their achievability, and assumes no responsibility for, and disclaims any association with, the Company Projections. ORBCOMM’s independent registered public accounting firm’s report, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into this proxy statement, relates to ORBCOMM’s historical financial information. It does not extend to the Company Projections and should not be read to do so. Furthermore, the Company Projections do not take into account any circumstances or events occurring after the date they were prepared.

While presented with numeric specificity, the Company Projections were based on numerous variables and assumptions (including, but not limited to, the assumptions that relate to annual total revenue growth of approximately 10% and annual Adjusted EBITDA (Post-SBC) growth of approximately 20% during the 2021 to 2025 period) that are inherently subjective and uncertain and are beyond the control of ORBCOMM’s management. Important factors that may affect actual results and cause the Company Projections to not be achieved include, but are not limited to, risks and uncertainties relating to ORBCOMM’s business, industry performance, general business and economic conditions and other factors described in the section “Cautionary Statement Concerning Forward-Looking Statements.” The Company Projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Company Projections. Accordingly, there can be no assurance that the projected results summarized below will be realized. ORBCOMM’s stockholders are urged to review ORBCOMM’s most recent SEC filings for a description of the reported results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in ORBCOMM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and subsequent quarterly reports on Form 10-Q, all of which are incorporated by reference into this proxy statement.

The inclusion of a summary of the Company Projections in this proxy statement should not be regarded as an indication that any of ORBCOMM, GI Partners or their respective officers, directors, affiliates, advisors or other representatives considered the Company Projections to necessarily be material or predictive of actual future events, and the Company Projections should not be relied upon as such nor should the information contained in the Company Projections be considered appropriate for other purposes. None of ORBCOMM, GI Partners or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the Company Projections. ORBCOMM undertakes no obligation to update or otherwise revise or reconcile the Company Projections to reflect circumstances existing after the date the Company Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Company Projections are shown to be in error.

The Company has not made and makes no representation to Parent, Merger Sub or any other person, in the Merger Agreement or otherwise, concerning the Company Projections or regarding ORBCOMM’s ultimate

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performance compared to the information contained in the Company Projections or that the projected results will be achieved.

The following is a summary of the Company Projections. The Company Projections are based solely on the information available to ORBCOMM’s management at the time of the preparation of the Company Projections, and do not give effect to the Merger.

The following table presents a summary of the Company Projections, with all figures rounded to the nearest million:

General

Important factors that may affect actual results and cause the Company Projections not to be achieved include risks and uncertainties relating to ORBCOMM’s business (including general economic conditions; substantial competition in the telecommunications, automatic identification system (“AIS”) data and industrial IoT industries; the inability to effect suitable investments, alliances and acquisitions or the inability to successfully integrate acquired businesses and systems; defects, errors or other insufficiencies in our products or services, including operational risks related to our satellites; failure to meet minimum service level commitments to certain of our customers; a decrease in spending on our products and services by our significant customers; cybersecurity risks; the level of our indebtedness and the terms of our credit agreement that could restrict our business activities or our ability to execute our strategic objectives or adversely affect our financial performance, and the ongoing risks related to the COVID-19 pandemic) and other factors described under “Cautionary Statement Concerning Forward-Looking Statements,” as well as the risk factors with respect to the Company’s business contained in our most recent SEC filings, which stockholders are urged to review, which may be found as described under “Where You Can Find More Information.” In addition, the Company Projections cover multiple future years, and such information by its nature is less reliable in predicting each successive year. The Company Projections also do not take into account any circumstances or events occurring after the date on which they were prepared and do not give effect to the transactions contemplated by the Merger Agreement, including the Merger, and also do not

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take into account the effect of the failure of the Merger to be completed. The Company Projections also reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Company Projections. Accordingly, there can be no assurance that the Company Projections will be realized or that actual results will not be significantly lower than projected.

The inclusion of the Company Projections in this proxy statement should not be regarded as an indication that any of ORBCOMM or its affiliates, advisors or representatives considered the Company Projections to be material or predictive of actual future events, and the Company Projections should not be relied on as such. None of ORBCOMM or its affiliates, advisors, officers, employees, directors or representatives can give you any assurance that actual results will not differ from the Company Projections, and none of those persons undertakes any obligation to update or otherwise revise or reconcile the Company Projections to reflect circumstances existing after the date the Company Projections were prepared or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Company Projections are shown to be in error. The Company does not intend to publicly update or make any other revision to the Company Projections. None of ORBCOMM or any of its affiliates, advisors, officers, employees, directors or representatives has made or makes any representation to Parent, Merger Sub or any other person regarding ORBCOMM’s ultimate performance compared to the Company Projections or that the results reflected therein will be achieved. For the reasons described above, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Company Projections.

Termination Fee; Limited Guaranty

Concurrently with the execution of the Merger Agreement, the Guarantors entered into the Limited Guaranty with the Company, pursuant to which the Guarantors have guaranteed the obligations of Parent to pay the Parent Termination Fee and certain other amounts that may be owed by Parent pursuant to the Merger Agreement, subject to the terms and conditions set forth in the Limited Guaranty and the Merger Agreement, in an amount not to exceed $51.8 million in the aggregate (plus up to an additional $1 million in interest for late payments).

The Guarantors’ obligations under the Limited Guaranty will terminate upon the earliest to occur of (i) the closing of the Merger and payment of the Merger Consideration required to be paid by Parent at the closing, (ii) termination of the Merger Agreement in accordance with its terms (other than a termination of the Merger Agreement due to a willful breach by Parent or in circumstances for which the Parent Termination Fee is payable (any such termination a “Qualifying Termination”)), and (iii) the 180^th day after a Qualifying Termination, unless prior to the 180^th day after a Qualifying Termination the Company has commenced an action alleging that Parent owes the Parent Termination Fee or monetary damages as a result of Parent’s willful breach of the Merger Agreement or that the Guarantors owe amounts due under the Limited Guaranty (a “Qualifying Suit”); provided that if a Qualifying Termination has occurred and a Qualifying Suit is filed prior to the 180th day after a Qualifying Termination, no Guarantor shall have any further liability or obligation under the Limited Guaranty from and after the earliest of (a) the closing of the Merger and payment of the Merger Consideration required to be paid by Parent at the closing, (b) a final, non-appealable resolution of a Qualifying Suit determining that parent does not owe the Parent Termination Fee or monetary damages as a result of willful breach, (c) by written agreement of the parties and (d) payment of the guaranteed obligations under the Limited Guaranty).

Financing

The Equity Investors have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash equal to $796.6 million, subject to the terms and conditions set forth in the Equity Commitment Letter, for the purpose of funding in part, the payment of the amounts payable under the Merger Agreement, the refinancing of certain of ORBCOMM’s existing indebtedness outstanding as of the

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closing of the Merger and the payment of fees and expenses related to the transactions, in each case in accordance with the Merger Agreement. The obligations of the members of the Equity Investors to provide the equity financing under the Equity Commitment Letter are subject to a number of conditions, including, but not limited to: (i) the satisfaction or waiver by Parent of each of the conditions to Parent’s obligations to consummate the transactions contemplated by the Merger Agreement pursuant to the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing), (ii) the funding or irrevocable confirmation of the lenders party to the Debt Commitment Letter that all conditions to the funding of the debt financing have been satisfied and the debt financing will be funded at the closing if the equity financing is funded by the Equity Investors at the closing and (iii) the remainder of the equity financing has or will be funded at the closing by the other Equity Investors.

The obligation of the Equity Investors to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (i) the closing of the Merger, (ii) the valid termination of the Merger Agreement, and (iii) the date that ORBCOMM or any of its partners, members, stockholders, employees, officers or controlled affiliates institutes certain suits, actions or other legal proceedings.

ORBCOMM is an express third-party beneficiary of the rights granted to Parent under the Equity Commitment Letter for the purpose of obtaining specific performance of Parent’s right to cause the equity commitment to be funded to Parent under the Equity Commitment Letter (solely to the extent that Parent is permitted to enforce the equity commitment pursuant to the terms thereof and of the Merger Agreement).

In addition, in connection with the Merger Agreement, Parent entered into the Debt Commitment Letter with the Debt Commitment Parties, pursuant to which the Debt Commitment Parties have committed to provide, upon certain terms and subject to certain conditions, Merger Sub with debt financing in an aggregate principal amount of $410 million (not all of which is expected to be drawn at the closing of the Merger), consisting of the following:

We refer to the financing described above as the “debt financing.” The proceeds of the debt financing will be used (i) to finance, in part, the payment of the amounts payable under the Merger Agreement, the refinancing of certain of ORBCOMM’s existing indebtedness outstanding as of the closing of the Merger and the payment of fees and expenses related to the transactions, (ii) to provide ongoing working capital, and (iii) for other general corporate purposes.

The obligations of the Debt Commitment Parties to provide the debt financing under the Debt Commitment Letter are subject to a number of customary conditions, including, but not limited to (as applicable):

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As of the date hereof, the documentation governing the debt financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the financing contemplated by the Financing Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

ORBCOMM has agreed to use its reasonable best efforts to provide, and to cause its subsidiaries to use their reasonable best efforts to provide, to Parent and Merger Sub such cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the financing, subject to the terms set forth in the Merger Agreement. For more information, see “The Merger Agreement — Financing and Financing Cooperation.”

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the ORBCOMM Board that ORBCOMM shareholders approve the Merger Proposal, ORBCOMM shareholders should be aware that the directors and executive officers of ORBCOMM have potential interests in the Merger that may be different from, or in addition to, the interests of ORBCOMM shareholders generally, including, among others:

the Company’s executive officers are eligible to receive retention payments in connection with the Merger subject to the prior written consent of Parent

The ORBCOMM Board was aware of these interests and considered them, among other matters, in making its recommendation that ORBCOMM shareholders vote in favor of the Merger Proposal.

For purposes of the disclosure below, our executive officers are (i) Marc Eisenberg, Chief Executive Officer and President, (ii) Constantine Milcos, Executive Vice President and Chief Financial Officer, (iii) John Stolte, Executive Vice President, Technology and Operations, (iv) Christian Le Brun, Executive Vice President, Chief Legal and Human Resources Officer, and (v) Craig Malone, Executive Vice President, Product Development.

Treatment of Company Equity Awards

Executive officers and directors of the Company hold unvested Company equity awards that will be accelerated and cancelled in exchange for a cash payment based on the Common Stock Merger Consideration, as described in more detail below.

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Company Restricted Stock Unit Awards. Unless otherwise agreed in writing with any individual holder of a Company RSU Award, at the Effective Time, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time and (i) is subject solely to time-vesting conditions will become fully vested (to the extent unvested) as to any time-vesting conditions and nonforfeitable, and will be cancelled and converted automatically into the right to receive an amount in cash equal to the Common Stock Merger Consideration for each share of Common Stock subject to such Company RSU Award, or (ii) is subject to performance-based vesting or other performance-based lapse restrictions will become vested and nonforfeitable with respect to a number of shares of Common Stock subject to such Company RSU Award calculated based on target level of performance, and will be cancelled and converted automatically into the right to receive an amount in cash equal to the Common Stock Merger Consideration for each vested share of Common Stock subject to such Company RSU Award, in each case, subject to applicable tax withholding.

Company Stock Appreciation Right Awards. Unless otherwise agreed in writing with any individual holder of a Company SAR Award, at the Effective Time, each Company SAR Award, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time will become fully vested (to the extent unvested) and be converted into the right to receive an amount in cash equal to the product of (i) the excess of the Common Stock Merger Consideration over the grant price per share of Common Stock of such Company SAR Award, multiplied by (ii) the total number of shares of Common Stock subject to such Company SAR Award, subject to applicable tax withholding. Any Company SAR Award that has a grant price per share of Common Stock that is greater than or equal to the Common Stock Merger Consideration will, as of the Effective Time, be cancelled for no consideration.

Company Market Performance Unit Awards. At the Effective Time, each Company MPU Award that is outstanding immediately prior to the Effective Time will become vested and nonforfeitable with respect to all or a portion of such Company MPU Award, with such portion to be calculated based on the greater of (i) achievement of the applicable performance goal as calculated based on the Common Stock Merger Consideration and (ii) the achievement of the applicable “Achievement Percentage”), and such Company MPU Award shall be cancelled and converted automatically into the right to receive an amount in cash equal to the payout amount determined under the applicable award agreement based on the Achievement Percentage as applied to the applicable tranche of Company MPU Award, subject to applicable tax withholding.

Estimated Value of Payments. For an estimate of the amounts that would be payable to each of the Company’s executive officers in respect of their unvested Company equity awards, see “— Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” below. The table below shows the number of unvested time-based Company RSU Awards held by our non-employee directors:

Potential Severance Payments

The Company is currently party to an employment agreement with each of the executive officers (collectively, the “Employment Agreements”), which would entitle the executive officers to severance payments/benefits as a

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result of certain qualifying terminations that occur following the Effective Time, the materials terms of which are summarized below:

In the event that within 18 months following a change of control, Mr. Eisenberg’s employment is terminated without cause by the Company, or he voluntarily terminates his employment due to a material adverse change in his status, title, position or scope of authority or responsibilities or the successor in the change of control does not continue his employment on substantially equivalent terms as under his employment agreement, he will be entitled to two times the sum of his annual base salary and his target annual cash bonus amount, payable in a lump sum within 60 days after his termination, and health insurance coverage for 18 months at then existing employee contribution rates.

In the event that within 18 months following a change of control, Mr. Milcos’s employment is terminated without cause by the Company, he will be entitled to one and one-half times the sum of his annual base salary and his target annual cash bonus amount, payable in a lump sum within 60 days after his termination, and health insurance coverage for 18 months at then existing employee contribution rates.

In the event that within 18 months following a change of control, Mr. Stolte’s employment is terminated without cause by the Company, he will be entitled to one and one-half times the sum of his annual base salary and his target annual cash bonus amount, payable in a lump sum within 60 days after his termination, and health insurance coverage for 18 months at then existing employee contribution rates.

In the event that within 18 months following a change of control, Mr. Le Brun’s employment is terminated without cause by the Company, he will be entitled to one and one-half times the sum of his annual base salary and his target annual cash bonus amount, payable in a lump sum within 60 days after his termination, and health insurance coverage for 18 months at then existing employee contribution rates.

In the event that within 18 months following a change of control, Mr. Malone’s employment is terminated without cause by the Company, he will be entitled to one and one-half times the sum of his annual base salary and his target annual cash bonus amount, payable in a lump sum within 60 days after his termination, and health insurance coverage for 18 months at then existing employee contribution rates.

Estimated Value of Payments. For an estimate of the amounts that would be payable to each of the Company’s executive officers under the Employment Agreements if they experience a severance-qualifying termination of employment following the Effective Time, see “— Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” below.

Retention Payments

In connection with the Merger, the Compensation Committee of the ORBCOMM Board approved the creation of a cash retention pool not to exceed $1.0 million, for retention awards to certain employees who are expected to be critical in connection with the consummation of the Merger and related transition period. Although no individual retention awards have been determined, the Company’s executive officers are eligible to receive a retention payment under the retention pool, subject to approval by the Compensation Committee and with the prior written consent of GI Partners.

Post-Closing Compensation Arrangements

Although no agreements or understandings have been reached to date, discussions between Mr. M. Eisenberg and GI Partners may lead to Mr. M. Eisenberg entering into agreements, arrangements or understandings with GI Partners or certain of its affiliates regarding his potential employment with, and/or the right to purchase or

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participate in the equity of, GI Partners or certain of its affiliates, including the surviving corporation. It is possible that our other executive officers may also engage in similar discussions with GI Partners or certain of its affiliates and/or enter into similar agreements, arrangements or understandings.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the terms of the Merger Agreement, certain directors and officers of the Company will be entitled to certain new and ongoing indemnification and coverage under directors’ and officers’ liability and fiduciary liability insurance policies following the Merger. Such indemnification and insurance coverage is further described in the section of this proxy statement entitled “— The Merger Agreement — Indemnification and Insurance.”

Quantification Of Potential Payments And Benefits To The Company’s Named Executive Officers In Connection With The Merger

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation that may be paid or may become payable to each of the Company’s named executive officers (as identified in accordance with SEC regulations) and that is based on or otherwise relates to the Merger. The amounts listed below are not only estimates, but are based on multiple assumptions that may or may not actually occur, including that (i) the Closing Date occurs on June 1, 2021, and (ii) each named executive officer experienced a qualifying termination of employment on the Closing Date, which may or may not occur. Actual amounts, if any, to be received by a named executive officer may differ from the amounts set forth below.

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Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) of Company Stock whose shares are exchanged for cash pursuant to the Merger. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. holders. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (referred to as the “Code”), applicable U.S. Treasury Regulations promulgated thereunder, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (referred to as the “IRS”), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax consequences. This discussion does not address any tax consequences arising under the unearned income “Medicare” contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), nor does it address any considerations under state, local or foreign tax laws or U.S. federal tax laws other than those pertaining to U.S. federal income tax. This discussion is not binding on the IRS or the courts and, therefore, the conclusions set forth in this discussion could be subject to challenge, which challenge could be sustained.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company Stock that is for U.S. federal income tax purposes:

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This discussion applies only to U.S. holders of shares of Company Stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to U.S. holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect to apply the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, tax-qualified retirement plans, individual retirement and other tax-deferred accounts, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), S corporations or other pass-through entities or investors in such partnerships, S corporations or other pass-through entities, real estate investment trusts, regulated investment companies, U.S. holders who hold shares of Company Stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, a holder required to accelerate the recognition of any item of gross income with respect to shares of Company Stock as a result of such income being recognized on an applicable financial statement, U.S. holders who acquired their shares of Company Stock through the exercise of employee stock appreciation rights or other compensation arrangements, and U.S. holders who directly or constructively hold equity of Parent). This discussion also does not address the U.S. federal income tax consequences to holders of shares of Company Stock who exercise appraisal rights in connection with the Merger under the DGCL.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Company Stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of Company Stock, you should consult your tax advisor.

This discussion of material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of Company Stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the Merger, including the applicability and effect of the alternative minimum tax, the unearned income “Medicare” contribution tax and any other U.S. federal, state, local, foreign income or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of Company Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Company Stock pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. holder’s adjusted tax basis in its shares of Company Stock.

Any such gain or loss will be long-term capital gain or loss if a U.S. holder’s holding period in the shares of Company Stock surrendered in the Merger is greater than one year as of the date of the Merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company Stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Company Stock.

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Information Reporting and Backup Withholding

Payments made in exchange for shares of Company Stock pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying under penalties of perjury that such U.S. holder is a “United States person” (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded by the IRS or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

Regulatory Approvals

Antitrust Clearance. Completion of the Merger is conditioned on the expiration or early termination of the applicable waiting period under the HSR Act.

CFIUS Approval. Completion of the Merger is conditioned on receipt of CFIUS Approval. See the section of this proxy statement entitled “Summary — Regulatory Approvals”.

Telecommunications Approval. Completion of the Merger is conditioned on the consent to the transfer of control of the Company Communications Licenses (as defined in the Merger Agreement) by the FCC and certain specified telecommunications regulatory entities in foreign jurisdictions.

FDI and National Security Approvals. Completion of the Merger is conditioned on the receipt of approvals from certain specified investment and national security regulatory entities in foreign jurisdictions.

Commitments to Obtain Regulatory Approval. The Company, Parent, and Merger Sub are each required to use their respective reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated by the Merger Agreement (including with respect to the foregoing required regulatory approvals), subject to certain limitations. See the section of this proxy statement entitled “The Merger Agreement — Efforts to Complete the Merger — Antitrust Matters.”

Filing Fees. ORBCOMM and Parent have each agreed to pay 50% of all filing fees and similar fees payable in connection with obtaining any required regulatory approval.

Delisting and Deregistration of the Common Stock

If the Merger is completed, the Common Stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about ORBCOMM or modify or supplement any factual disclosures about ORBCOMM in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding the actual state of any facts and circumstances relating to ORBCOMM. The Merger Agreement contains representations and warranties by, and covenants of, ORBCOMM, Parent and Merger Sub, and they were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ORBCOMM’s public disclosures. The representations, warranties and covenants in the Merger Agreement and any descriptions thereof should be read in conjunction with the disclosures in ORBCOMM’s periodic and current reports, proxy statements and other documents filed with the SEC. See the section of this proxy statement entitled “Where You Can Find Additional Information.” Moreover, the description of the Merger Agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein in its entirety.

Additional information about ORBCOMM may be found elsewhere in this proxy statement and ORBCOMM’s other public filings. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

At the Effective Time, Merger Sub will merge with and into ORBCOMM, and the separate corporate existence of Merger Sub will cease. ORBCOMM will be the surviving corporation in the Merger and will continue its corporate existence as a Delaware corporation and a wholly owned subsidiary of Parent. At the Effective Time, the certificate of incorporation of ORBCOMM, as amended and restated in its entirety to read as set forth in the Merger Agreement, and the bylaws of Merger Sub in effect immediately prior to the Effective Time (except that the name of the surviving corporation shall be the name of ORBCOMM), will be the form of the certificate of incorporation and bylaws, respectively, of the surviving corporation in the Merger, in each case until amended as provided therein or by applicable law.

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The directors of Merger Sub immediately prior to the Effective Time will become the initial directors of the surviving corporation. The officers of ORBCOMM immediately prior to the Effective Time will become the initial officers of the surviving corporation.

When the Merger Becomes Effective

The closing of the Merger will take place (i) on the third business day following the satisfaction or waiver of all of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at such time); provided, that if the marketing period has not ended on or prior to the time the closing would have otherwise been required to occur pursuant to the foregoing, the closing will occur on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (x) a business day during the marketing period specified by Parent on no fewer than three business days’ prior written notice to ORBCOMM and (y) the first business day following the final day of the marketing period (subject, in the case of each of the foregoing clauses (x) and (y), to the satisfaction or (to the extent permitted by applicable law) waiver of all of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions at such time) as of the date determined pursuant to this proviso) or (ii) at such other date, time, or place as agreed to in writing by Parent and ORBCOMM. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” For purposes of the Merger Agreement, “business day” refers to any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized by Law to close in New York, New York.

For purposes of the Merger Agreement, “marketing period” means the first period of 15 consecutive business days after the date of the Merger Agreement throughout which (a) Parent has received certain specified information about ORBCOMM (the “Required Financial Information”) from ORBCOMM and (b) the mutual conditions to the parties’ obligations to consummate the Merger and the conditions to the obligations of Parent and Merger Sub to consummate the Merger have been satisfied (other than those conditions that by their nature are to be satisfied at the closing of the Merger), assuming that the Closing Date were to be scheduled for any time during such 15 consecutive business day period, or waived; provided, (i) the marketing period shall end on any earlier date if the debt financing is consummated on such earlier date, (ii) the marketing will not commence and will not be deemed to be commenced if prior to the completion of the 15 consecutive business day period, (1) ORBCOMM’s independent auditors have withdrawn its audit opinion with respect to any year-end audited financial statements of ORBCOMM and its subsidiaries included in the Required Financial Information, in which case the marketing period will not be deemed to commence unless and until such independent auditors or another nationally recognized independent accounting firm reasonably acceptable to Parent has issued an unqualified audit opinion with respect to such financial statements or (2) any of the financial statements of ORBCOMM and its subsidiaries included in the Required Financial Information shall have been restated or ORBCOMM has determined or publicly announced that a restatement of any financial statements of ORBCOMM and its subsidiaries included in the Required Financial Information is required, in which case the marketing period shall not be deemed to commence unless and until such restatement has been completed and the Required Financial Information has subsequently been amended and delivered to Parent or ORBCOMM has determined in writing or publicly announced, as applicable, that no such restatement will be required, (iii) if such 15 consecutive business day period has not ended on or prior to (x) August 20, 2021, then such 15 consecutive business day period shall not commence until September 7, 2021 and (y) December 17, 2021, then such 15 consecutive business day period shall not commence until January 3, 2022, and (iv) July 5, 2021 and November 24, 2021 through November 26, 2021 shall not constitute a business day for purposes of such 15 consecutive business day period.

On the Closing Date, ORBCOMM and Parent will file a certificate of merger with the Secretary of State of the State of Delaware. The Merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as may be agreed by the parties in writing and specified in the certificate of Merger (such time, the “Effective Time”).

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Effect of the Merger on the Common Stock

At the Effective Time, (i) each share of Common Stock (“Common Shares”) issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares, Converted Shares and Dissenting Shares (each as defined below)) will automatically be cancelled and converted into the right to receive the Common Stock Merger Consideration and (ii) each share of Series A convertible preferred stock (the “Preferred Shares”, and together with the Common Shares, the “Shares”) issued and outstanding immediately prior to the Effective Time (excluding Cancelled Shares, Converted Shares and Dissenting Shares) will, at the Effective Time, automatically be cancelled and converted into the right to receive the Preferred Stock Merger Consideration, in each case, upon surrender of certificates or book-entry shares. The Merger Consideration will be paid without interest and is subject to any required tax withholdings.

At the Effective Time, each of the Cancelled Shares will automatically be canceled and will cease to exist without payment of any consideration therefor. In addition, at the Effective Time, each of the Converted Shares will automatically be converted into shares of Common Stock, par value $0.001 per share, of the surviving corporation, such that each such subsidiary’s ownership percentage of the surviving corporation immediately after the Effective Time will equal its ownership percentage in ORBCOMM immediately prior to the Effective Time.

Treatment of Company Equity Awards

Company Restricted Stock Unit Awards. Unless otherwise agreed in writing with any individual holder of a Company RSU Award, at the Effective Time, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time and (a) is subject solely to time-vesting conditions will become fully vested (to the extent unvested) as to any time-vesting conditions and nonforfeitable, and will be cancelled and converted automatically into the right to receive an amount in cash equal to the Common Stock Merger Consideration for each share of Common Stock subject to such Company RSU Award or (b) is subject to performance-based vesting or other performance-based lapse restrictions shall become vested and nonforfeitable with respect to a number of shares of Common Stock subject to such Company RSU Award calculated based on target level of performance, and will be cancelled and converted automatically into the right to receive an amount in cash equal to the Common Stock Merger Consideration for each vested share of Common Stock subject to such Company RSU Award, in each case, subject to applicable tax withholding.

Company Stock Appreciation Right Awards. Unless otherwise agreed in writing with any individual holder of a Company RSU Award, at the Effective Time, each Company SAR Award, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time will become fully vested (to the extent unvested) and be converted into the right to receive an amount in cash equal to the product of (1) the excess of the Common Stock Merger Consideration over the grant price per share of Common Stock of such Company SAR Award, multiplied by (2) the total number of shares of Common Stock subject to such Company SAR Award, subject to applicable tax withholding. Any Company SAR Award that has a grant price per share of Common Stock that is greater than or equal to the Common Stock Merger Consideration will, as of the Effective Time, be cancelled for no consideration.

Company Market Performance Unit Award. At the Effective Time, each Company MPU Award that is outstanding immediately prior to the Effective Time shall become vested and nonforfeitable with respect to all or a portion of such Company MPU Award, with such portion to be calculated based on the greater of (i) achievement of the applicable performance goal as calculated based on the Common Stock Merger Consideration and (ii) the achievement of the applicable Achievement Percentage, and such Company MPU Award shall be cancelled and converted automatically into the right to receive an amount in cash equal to the payout amount determined under the applicable award agreement based on the Achievement Percentage as applied to the applicable tranche of Company MPU Award, subject to applicable tax withholding.

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Payment for Shares in the Merger

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with a paying agent in trust for the benefit of holders of Shares, cash sufficient to pay the aggregate Merger Consideration.

As soon as reasonably practicable (and no later than three business days) after the Effective Time, the surviving corporation shall cause the paying agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (other than Cancelled Shares, Converted Shares and Dissenting Shares) (i) a letter of transmittal and (ii) instructions for effecting the surrender of such certificates to the paying agent in exchange for payment of the Merger Consideration. Upon surrender to the paying agent of certificates, together with the letter of transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required, the holder of such certificates will be entitled to receive payment of the Merger Consideration which the holder is entitled to pursuant to the Merger Agreement in respect of each Share formerly represented by such certificate (without interest and after giving effect to any required tax withholding).

As soon as reasonably practicable after the Effective Time, Parent will, or will cause the surviving corporation to, cause the paying agent to pay and deliver to each holder of non-certificated Shares represented by book-entry (other than Cancelled Shares, Converted Shares and Dissenting Shares) the applicable Merger Consideration in accordance with the Merger Agreement in respect of each such Share formerly represented by book-entry.

Representations and Warranties

The Merger Agreement contains representations and warranties of ORBCOMM, subject to certain exceptions in the Merger Agreement, in ORBCOMM’s confidential disclosure letter delivered in connection with the Merger Agreement and in ORBCOMM’s public filings, as to, among other things:

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The Merger Agreement also contains representations and warranties of Parent and Merger Sub, subject to certain exceptions in the Merger Agreement and Parent’s confidential disclosure letter delivered in connection with the Merger Agreement, as to, among other things:

Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “Company Material Adverse Effect” or “Parent Material Adverse Effect” qualification, as discussed below.

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any fact, circumstance, change, event, occurrence or effect that (i) has had, or would reasonably be expected to have, individually or in

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the aggregate, a material adverse effect on the financial condition, business or results of operations of ORBCOMM and its subsidiaries, taken as a whole or (ii) materially impairs or prevents, or would reasonably be expected to materially impair or prevent, ORBCOMM from consummating the Merger. However, none of the following, and no effect arising out of, relating to or resulting from the following, will constitute or be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect:

However, with respect to the matters described in the first bullet above and clauses (A), (C), (D), (E) and (F) of the second bullet above, such effects may be taken into account to the extent they have a disproportionate adverse effect on ORBCOMM and its subsidiaries, taken as a whole, in relation to others in the industries of ORBCOMM and its subsidiaries. In addition, with respect to the effects described in clauses (H) and (I) of the second bullet above, the underlying cause of any such effects may be taken into account unless such underlying cause is otherwise excluded by the Merger Agreement.

For purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any fact, circumstance, change, event, occurrence or effect that, individually or in the aggregate, materially impairs, materially delays or prevents, or would reasonably be expected to materially impair, materially delay or prevent, Parent or Merger Sub from consummating the Merger prior to the Termination Date.

Conduct of Business Pending the Merger

The Merger Agreement provides that, from and after the date of the Merger Agreement and prior to the Effective Time or earlier termination of the Merger Agreement, except with Parent’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), as required by applicable law, as expressly

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contemplated in the Merger Agreement, or set forth in ORBCOMM’s confidential disclosure letter, ORBCOMM will, and will cause its subsidiaries to, (i) conduct its business in all material respects in the ordinary course consistent with past practice and (ii) use commercially reasonable efforts to preserve its business organization intact and maintain existing relations with key customers, suppliers, partners, and other third parties with whom ORBCOMM and its subsidiaries have significant business relationships.

In addition, from and after the date of the Merger Agreement and prior to the Effective Time or earlier termination of the Merger Agreement, except with Parent’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), as required by applicable law, as expressly contemplated in the Merger Agreement, or set forth in ORBCOMM’s confidential disclosure letter, ORBCOMM will not, and will not permit any of its subsidiaries to, take any of the following actions:

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Access

Subject to certain exceptions and limitations, from and after the date of the Merger Agreement until the earlier of the Effective Time or termination of the Merger Agreement, upon reasonable prior written notice, ORBCOMM shall, and shall cause its subsidiaries, officers, directors and employees to, give to Parent, Merger Sub and their respective representatives reasonable access, during normal business hours, to ORBCOMM’s officers, employees, properties, offices and other facilities, books, contracts and records. In addition, subject to certain limitations, from and after the No-Shop Period Start Date to the Effective Time or the termination of the Merger Agreement, upon the reasonable request of Parent and at reasonable times and upon reasonable prior notice, Parent and members of senior management of ORBCOMM will hold meetings no less frequently than once every two weeks to discuss post-Closing integration plans and progress in connection with Required Governmental Approvals and any other pre-closing filings.

The foregoing will not require ORBCOMM or its subsidiaries to permit access to (a) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof,

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(b) any information that is subject to attorney client privilege or other privilege or trade secret protection or the work product doctrine, (c) information that in the reasonable opinion of ORBCOMM would result in a breach of a contract to which ORBCOMM or any of its subsidiaries are bound as of the date hereof or (d) information related to ORBCOMM’s sale process.

All information concerning ORBCOMM and its subsidiaries provided to Parent or Merger Sub or their respective representatives, financing sources or affiliates in connection with the transactions contemplated by the Merger Agreement shall be held in confidence in accordance with the confidentiality agreement between GI Data Infrastructure Fund LP and ORBCOMM, which will remain in full force and effect in accordance with its terms and shall apply to Parent and Merger Sub as if they were direct parties thereto.

Acquisition Proposal; Non-Solicitation

Actions Prior to “No-Shop Period Start Date”

Pursuant to the Merger Agreement, until the No-Shop Period Start Date, ORBCOMM, its subsidiaries, and their respective representatives were permitted to:

provided that, ORBCOMM was required to (a) promptly (and, in any event, within 24 hours) notify Parent orally and in writing (i) if any Acquisition Proposal was received by ORBCOMM, any of its subsidiaries or any of its or their representatives, indicating the identity of the person making such Acquisition Proposal and the material terms and conditions of any such Acquisition Proposal, (ii) if ORBCOMM determines to begin providing non-public information to any person and the identity of such person or persons receiving such non-public information, and (iii) of any change to the financial and other material terms and conditions of any Acquisition Proposal, and (b) otherwise keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal, discussions or negotiations on a reasonably current basis (but in no event more often than once every 48 hours).

From the commencement of the go-shop period on the date of the Merger Agreement until the No-Shop Period Start Date, 57 buyers were contacted regarding their potential interest in exploring a transaction with the Company. Nine prospective buyers entered into executed confidentiality agreements with the Company and were provided with non-public information relating to the Company, and Company management met with four of these parties in-person, telephonically, or via videoconference. None of the Company’s discussions with interested parties has resulted in the submission of an Acquisition Proposal.

For purposes of the Merger Agreement, an “Excluded Party” means any person that submitted a written bona fide proposal prior to the No-Shop Period Start Date, which the ORBCOMM Board determined in good faith no later than the later to occur of (x) one business day after the start of the No-Shop Period Start Date and (y) three

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business days after ORBCOMM’s receipt of such written Acquisition Proposal (after consultation with its outside counsel and its financial advisor) is or would reasonably be expected to lead to a Superior Proposal (as defined below), provided, that such a person will cease to be an Excluded Party if either (A) at any time after the No-Shop Period Start Date, such person’s proposal is no longer outstanding, or (B) ORBCOMM has not provided Parent with a notice stating that it intends to terminate the Merger Agreement to pursue such person’s proposal on or prior to the 10th business day following the No-Shop Period Start Date.

An “Acquisition Proposal” means any inquiry, proposal or offer from any person (other than Parent and its subsidiaries) relating to, in a single transaction or series of transactions:

Actions Following “No-Shop Period Start Date”

From the No-Shop Period Start Date (or, with respect to an Excluded Party, so long as such Excluded Party remains an Excluded Party in accordance with the Merger Agreement), ORBCOMM shall not, and shall cause each of its subsidiaries and their respective directors, officers and employees not to, and shall use reasonable best efforts to cause its representatives not to, directly or indirectly:

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Within one business day following the No-Shop Period Start Date, ORBCOMM will notify Parent in writing of the identity of each Excluded Party.

On the No-Shop Period Start Date, ORBCOMM will, and will cause its subsidiaries and its and their directors, officers and employees and shall instruct its affiliates and other representatives to immediately cease all solicitations, discussions and negotiations with any persons (other than Parent and its representatives and any Excluded Party and its representatives so long as such Excluded Party remains an Excluded Party in accordance with the Merger Agreement) that may be ongoing with respect to an Acquisition Proposal and, within five business days of the No-Shop Period Start Date, request that each such person promptly return or destroy all confidential information furnished to such person by or on behalf of ORBCOMM in connection with any such Acquisition Proposal. Notwithstanding the occurrence of the No-Shop Period Start Date, ORBCOMM may continue to engage in the activities permitted during the period prior to the No-Shop Period Start Date with respect to any Excluded Party (so long as such Excluded Party remains an Excluded Party in accordance with the Merger Agreement).

However, at any time following the No-Shop Period Start Date and prior to the time Stockholder Approval is obtained, if ORBCOMM receives a bona fide written Acquisition Proposal from a third party that did not result from a breach of ORBCOMM’s obligations relating to the go-shop period or its non-solicitation obligations and the ORBCOMM Board determines in good faith after consultation with its financial advisor and outside legal counsel (i) that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and (ii) that failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, then ORBCOMM and its representatives may (x) contact the person making such Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal, (y) provide information to such person if ORBCOMM receives an acceptable confidentiality agreement from such person; provided, that ORBCOMM will make available to Parent and Merger Sub any non-public information concerning ORBCOMM or its subsidiaries that is provided to any such person which was not previously made available to Parent or Merger Sub, and (z) engage or participate in any discussions or negotiations with such person, in each case, subject to the requirement that ORBCOMM must:

A “Superior Proposal” means a bona fide written Acquisition Proposal that the ORBCOMM Board has determined in its good faith judgment, after consultation with its financial advisor and outside legal counsel, and taking into consideration all factors (including legal, financial, financing (including availability thereof), and

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regulatory risks and timing) that the ORBCOMM Board deems relevant, to be more favorable to ORBCOMM’s stockholders from a financial point of view than the transactions contemplated by the Merger Agreement; provided, that for purposes of the definition of “Superior Proposal,” the references to “20%” and “80%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

Change in the ORBCOMM Board Recommendation

The ORBCOMM Board has unanimously recommended that ORBCOMM stockholders vote “FOR” the Merger Proposal. Generally, the ORBCOMM Board may not:

The actions described in the bullet points above are referred to as a “Change of Recommendation”.

Prior to the time the Stockholder Approval is obtained, the ORBCOMM Board may (a) effect a Change of Recommendation contemplated by the first two bullets above if, upon the occurrence of an Intervening Event, the ORBCOMM Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law or (b) if ORBCOMM receives a written, bona fide Acquisition Proposal that the ORBCOMM Board concludes in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal and such Acquisition Proposal did not result from a breach of ORBCOMM’s non-solicitation obligations, (x) effect a Change of Recommendation and/or terminate the Merger Agreement in order to enter into an Acquisition Agreement providing for such Superior Proposal, and, in the case of either clause (a) or (b):

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Any amendment to the financial terms or any other material change to the terms of a Superior Proposal shall require ORBCOMM to deliver a new Notice of Change of Recommendation/Termination and ORBCOMM shall be required to comply again with the requirements above, except with a two business day negotiation period instead of a four business day negotiation period.

An “Intervening Event” means a material event, occurrence, development or change in circumstances with respect to ORBCOMM and its subsidiaries, taken as a whole, that occurred or arose after the date of the Merger Agreement, which was neither known to, nor reasonably foreseeable by, the ORBCOMM Board as of the date of the Merger Agreement and becomes known to or by the ORBCOMM Board prior to the time the Stockholder Approval is obtained and does not relate to (i) the receipt, existence of or terms of an Inquiry or Acquisition Proposal or any consequence thereof and (ii) changes in the market price or trading volume of the Common Shares or the fact that ORBCOMM meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided, however, that the underlying causes of such change or fact shall not be excluded).

Company Stockholders Meeting

ORBCOMM has agreed to take all action required under the DGCL and its certificate of incorporation and bylaws to duly call, give notice of and convene and hold a meeting of holders of Shares promptly following the mailing of this proxy statement to consider and vote upon the approval of the Merger Agreement; provided that ORBCOMM may postpone or adjourn the meeting with Parent’s consent, for the absence of a quorum, to allow reasonable additional time to solicit additional proxies if ORBCOMM has not received proxies representing a sufficient number of Common Shares to adopt the Merger Agreement, if required by applicable law or to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure; provided that such meeting will not be postponed or adjourned beyond 30 days after the date on which it was originally scheduled without the prior consent of Parent.

Subject to the ORBCOMM Board’s right to make a Change of Recommendation, as described in the section of this proxy statement entitled “Change in the ORBCOMM Board Recommendation,” the ORBCOMM Board must include its recommendation regarding the Merger Agreement in this proxy statement.

Financing and Financing Cooperation

Parent and Merger Sub have obtained committed financing consisting of (i) equity to be provided by the Equity Investors and (ii) debt financing to be provided by the Debt Commitment Parties. In connection with the Merger Agreement, Parent and Merger Sub have delivered to ORBCOMM copies of the Financing Letters. Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the financing contemplated by the Financing Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

Equity Financing

The Equity Commitment Letter provides that the Equity Investors will provide, upon the terms and subject to the conditions set forth in the Equity Commitment Letter, an aggregate amount in cash equal to $796.6 million in

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equity financing for the purpose of funding in part, the payment of the amounts payable under the Merger Agreement, the refinancing of certain of ORBCOMM’s existing indebtedness outstanding as of the closing of the Merger and the payment of fees and expenses related to the transactions, in each case in accordance with the Merger Agreement. The obligations of the members of the Equity Investors to provide the equity financing under the Equity Commitment Letter are subject to a number of conditions, including, but not limited to: (x) the satisfaction or waiver by Parent of each of the conditions to Parent’s obligations to consummate the transactions contemplated by the Merger Agreement pursuant to the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing), (y) the funding or irrevocable confirmation of the lenders party to the Debt Commitment Letter that all conditions to the funding of the debt financing have been satisfied and the debt financing will be funded at the closing if the equity financing is funded by the Equity Investors at the closing, and (z) the remainder of the equity financing has or will be funded at the closing by the other Equity Investors.

The obligation of the Equity Investors to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (i) the closing of the Merger, (ii) the valid termination of the Merger Agreement, and (iii) the date that ORBCOMM or any of its partners, members, stockholders, employees, officers or controlled affiliates institutes certain suits, actions or other legal proceedings.

ORBCOMM is an express third-party beneficiary of the rights granted to Parent under the Equity Commitment Letter for the purpose of obtaining specific performance of Parent’s right to cause the equity commitment to be funded to Parent under the Equity Commitment Letter (solely to the extent that Parent is permitted to enforce the equity commitment pursuant to the terms thereof and of the Merger Agreement).

Debt Financing

The Debt Commitment Letter provides that the Debt Commitment Parties will provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, in the aggregate up to $410 million in debt financing (not all of which is expected to be drawn at the closing of the Merger), consisting of the following:

The proceeds of the debt financing will be used (i) to finance, in part, the payment of the amounts payable under the Merger Agreement, the refinancing of certain of ORBCOMM’s existing indebtedness outstanding as of the closing of the Merger and the payment of fees and expenses related to the transactions, (ii) to provide ongoing working capital, and (iii) for other general corporate purposes.

The obligations of the Debt Commitment Parties to provide the debt financing under the Debt Commitment Letter are subject to a number of customary conditions, including, but not limited to (as applicable):

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As of the date hereof, the documentation governing the debt financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Financing Cooperation

Pursuant to the Merger Agreement, Parent and Merger Sub shall use, and shall cause their respective subsidiaries and their respective officers, directors and employees to use, reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the financing on the terms and subject only to the conditions set forth in the Financing Letters. In the event that any portion of the debt financing becomes unavailable, or the Debt Commitment Letter or any definitive agreement for the debt financing shall be withdrawn, repudiated, terminated or rescinded, regardless of the reason therefor, Parent and Merger Sub will use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with other available funds, to consummate the Merger and to make all payments required to be made by Parent or Merger Sub in connection therewith) from the same or other sources on terms and conditions that are not less favorable to Parent and its subsidiaries than the terms and conditions set forth in the Debt Commitment Letter.

In connection with the efforts of Parent and Merger Sub to arrange the financing, prior to the closing of the Merger, ORBCOMM shall use its reasonable best efforts to, and shall cause its subsidiaries to use their reasonable best efforts to, and shall use its reasonable best efforts to cause its and their representatives to, provide, in each case at Parent’s sole cost and expense and subject to certain exceptions set forth in the Merger Agreement, such cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the debt financing,including by:

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Notwithstanding the foregoing, subject to certain exceptions set forth in the Merger Agreement, neither ORBCOMM nor any of its subsidiaries shall be required to take or permit the taking of any action pursuant to the financing cooperation covenant in the Merger Agreement that would (A) require ORBCOMM, its subsidiaries or any directors, officers or employees of ORBCOMM or its subsidiaries to pass any resolution or consent to approve or authorize the consummation of the debt financing that is effective prior to the closing of the Merger or execute or deliver any certificate, document, instrument or agreement (other than any prepayment notices required to be delivered with respect to ORBCOMM’s existing credit facilities and customary authorization letters) that is effective prior to the closing of the Merger, (B) cause any representation or warranty in the Merger Agreement to be breached by ORBCOMM or any of its subsidiaries, (C) require ORBCOMM or any of its subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the debt financing prior to the closing of the Merger unless promptly reimbursed in accordance with the Merger Agreement, (D) cause any director, officer or employee or stockholder of ORBCOMM or any of its subsidiaries to incur any personal liability, (E) conflict with the organizational documents of ORBCOMM or its subsidiaries or any applicable laws, (F) reasonably be expected to result in a material violation or breach of, or a default under, any contract to which ORBCOMM or any of its subsidiaries is a party, (G) provide access to or disclose information that ORBCOMM or any of its subsidiaries determines would jeopardize any attorney-client privilege of ORBCOMM or any of its subsidiaries or could reasonably be expected to result in the disclosure of any trade secrets or violate confidentiality obligations binding ORBCOMM or any of its subsidiaries, (H) prepare any financial statements that are not available to it and prepared in the ordinary course of its financial reporting practice, or (I) result in ORBCOMM or any of its subsidiaries being an issuer or obligor under the debt financing prior to the closing of the Merger.

Parent shall, promptly upon request by ORBCOMM, reimburse ORBCOMM for all reasonable out-of-pocket costs and expenses incurred by ORBCOMM or its subsidiaries or their respective representatives (including reasonable and documented fees and expenses of ORBCOMM’s legal and financial advisors) in connection with the financing cooperation covenant in the Merger Agreement and shall indemnify and hold harmless ORBCOMM and its subsidiaries and their respective representatives from and against any and all losses, damages, claims, judgments, inquiries, fines, costs or expenses suffered or incurred by them in connection with

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the arrangement of the debt financing, any action taken by them at the request of Parent pursuant to the financing cooperation covenant in the Merger Agreement and any information used in connection therewith (other than information provided in writing by ORBCOMM or its subsidiaries specifically for use in connection with the debt financing), in each case, other than as a result of fraud, bad faith, gross negligence or willful misconduct by such representatives.

Employee Matters

For one year following the Closing Date, Parent will, or will cause its applicable subsidiary to, provide each employee of ORBCOMM and its subsidiaries who continues in employment with Parent, the surviving corporation or their subsidiaries immediately following the Effective Time (collectively, the “Continuing Employees”) with (i) a base salary or regular hourly wage (whichever is applicable) and a short-term cash incentive compensation opportunity, that, in each case, is not less than the base salary or regular hourly wage and short-term cash incentive compensation opportunity in effect for, or available to, the applicable Continuing Employee as of immediately prior to the Effective Time, (ii) severance benefits and on terms and conditions, in each case, that are no less favorable than the severance benefits and protections provided to each such Continuing Employee as of immediately prior to the Effective Time and as set forth in in ORBCOMM’s confidential disclosure schedules and (iii) other compensation opportunities (excluding any equity award or other long-term compensation opportunities) and employee benefits (excluding any severance, change-in-control or retention benefits) that are, in each case, substantially similar in the aggregate to the other compensation (excluding any equity award or other long-term compensation opportunities) and employee benefits (excluding any severance, change-in-control or retention benefits), respectively, provided or available to the applicable Continuing Employee as of immediately prior to the Effective Time.

From and after the Effective Time, Parent will honor and assume, or will cause to be honored and assumed, the terms of all employee benefit plans of ORBCOMM that remain in effect as of the Effective Time in accordance with their terms. In addition, Parent will cause any employee benefit plans of Parent and its subsidiaries in which the Continuing Employees are entitled to participate after the Closing Date to take into account for purposes of eligibility, vesting and benefit accruals (other than benefit accruals under any defined benefit pension plan or as would result in a duplication of benefits), service prior to the Effective Time by such employees to ORBCOMM and its subsidiaries (and any predecessors) as if such service were with Parent or its subsidiaries. Parent will also honor and assume all accrued but unused vacation or other paid time off.

With respect to any employee benefit plans maintained by Parent and its subsidiaries for the benefit of the Continuing Employees following the Closing Date, Parent will, and will cause the surviving corporation and its subsidiaries to, (i) waive any eligibility requirements or pre-existing condition limitations or waiting period requirements with respect to any such plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee to the same extent waived under the analogous employee benefit plans of ORBCOMM prior to the Closing Date, and (ii) give effect, in determining any deductible, co-insurance and maximum out-of-pocket limitations, to any eligible expenses paid by such employees during the calendar year in which the Effective Time occurs (or such later date on which a Continuing Employee commences participation in any new plan of the surviving corporation and its subsidiaries) under analogous employee benefit plans of ORBCOMM.

Unless otherwise agreed to by ORBCOMM, Merger Sub and Parent, cash incentive bonus programs with an in-cycle performance period occurring during the year in which the closing occurs will be paid in the ordinary course of business consistent with past practice, based on actual achievement of the applicable performance goals (which performance goals will not be modified following the closing in a way that would be detrimental to the participants, and such calculation will exclude (i) merger-related transaction costs and (ii) costs and expenses incurred at the request of Parent or in connection with any post-closing restructuring or transaction that Parent desires to take following the Effective Time).

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Efforts to Complete the Merger

ORBCOMM, Parent, and Merger Sub and their respective subsidiaries shall, and, with respect to clauses (ii) and (iv) below, shall cause their respective controlling affiliates to, each use their reasonable best efforts to promptly take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable under the Merger Agreement or applicable law or otherwise to consummate and make effective the transactions contemplated by the Merger Agreement as soon as practicable, including to timely (i) obtain from any governmental entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, expirations or terminations of waiting periods, permits or orders required to be obtained by ORBCOMM, Parent or any of their respective affiliates, in connection with the authorization, execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, (ii) make all registrations, filings, notifications or submissions which are necessary or otherwise deemed advisable by the parties with respect to the Merger Agreement and the Merger, including with respect to the Required Governmental Approvals, under (A) any applicable federal or state securities Law, (B) the HSR Act and any other applicable Regulatory Law (as defined below) or other applicable laws, including but not limited to those with respect to the Required Governmental Approvals and (C) any other applicable law, (iii) defend against any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (iv) comply with any request under or with respect to the Required Governmental Approvals and any such other applicable laws for additional information, documents or other materials received by Parent or ORBCOMM from the Federal Trade Commission, the Department of Justice, the FCC, CFIUS, any governmental entities that regulate telecommunications facilities or telecommunications services in the jurisdictions in which ORBCOMM or its subsidiaries have such facilities or conduct business as of the date of Merger Agreement or any other governmental entity in connection with such applications or filings or the Merger, and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by the Merger Agreement.

For purposes of the Merger Agreement “Regulatory Law” means (i) the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Section 721 of the Defense Production Act of 1950, as amended, the Communications Act of 1934, as amended, applicable laws governing telecommunications services, equipment and/or facilities in any non-U.S. jurisdiction, and all other foreign or domestic Laws that are designed or intended to prohibit, restrict or regulate (i) foreign investment, (ii) foreign exchange or currency controls or (iii) actions having the purpose or effect of monopolization, restraint of trade or lessening of competition.

ORBCOMM, Parent, and Merger Sub have agreed to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transaction contemplated by the Merger Agreement no later than five business days after the later of the No-Shop Period Start Date and the date on which there is no longer any Excluded Party and to make, or cause to be made, all filings and authorizations, if any, required under any other applicable Regulatory Law (including, (i) with respect to CFIUS Approval, making a pre-notice filing with U.S. Department of Treasury under the DPA, and (ii) any other filings as may be required or otherwise deemed advisable by the Parties after good faith discussions) no later than 10 business days after the later of the No-Shop Period Start Date and the date on which there is no longer any Excluded Party. ORBCOMM, Parent and Merger Sub have also agreed to use their reasonable best efforts to supply, or cause to be supplied, as promptly as reasonably practicable any additional information and material that may be requested by a governmental entity pursuant to any Regulatory Law.

ORBCOMM and Parent will (and will cause their respective subsidiaries to), and Merger Sub will, use its reasonable best efforts to resolve any objections asserted with respect to the transactions contemplated by the Merger Agreement under any Regulatory Law. If any legal action is instituted (or threatened to be instituted)

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challenging the transactions contemplated by the Merger Agreement as violative of any Regulatory Law, ORBCOMM and Parent will (and will cause their respective subsidiaries to), and Merger Sub will, cooperate in all respects and use its respective reasonable best efforts to contest and resist any such legal action and to have vacated, lifted, reversed or overturned any order, judgment, writ, stipulation, settlement, award, injunction, decree, arbitration award or finding of any governmental entity (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by the Merger Agreement.

Each of ORBCOMM, Parent and Merger Sub shall (i) cooperate with each other with respect to all matters relating to any governmental entity in respect of or relating to any regulatory, governmental, CFIUS, the FCC and all other governmental entities that regulate telecommunications facilities or telecommunications services in the jurisdictions in which ORBCOMM or its subsidiaries have such facilities or conduct business as of the date of the Merger Agreement, or matters including devising and implementing the strategy for obtaining the Required Governmental Approvals or any other necessary regulatory or governmental approvals or clearances, (ii) subject to any restrictions under any Regulatory Law, promptly notify each other of any material communication to that party from any governmental entity with respect to the Merger Agreement and the transactions and other agreements contemplated thereby and permit the other parties to review in advance any proposed material communication to any governmental entity, (iii) unless required by applicable law, not agree to participate in any meeting or teleconference with any governmental entity in respect of any filing, investigation or other inquiry with respect to the Merger Agreement and the transactions and other agreements contemplated thereby unless it consults with the other parties in advance and, to the extent permitted by such governmental entity, gives the other parties the opportunity to attend and participate thereat, (iv) subject to any restrictions under any Regulatory Law, furnish the other parties with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its subsidiaries and their respective representatives on the one hand, and any governmental entity or members of its staff on the other hand, with respect to the Merger Agreement and the transactions and other agreements contemplated thereby (excluding any documents and communications which are subject to the attorney-client privilege or other privilege or trade secret protection or the work product doctrine), and (v) furnish the other parties with such necessary information and reasonable assistance as such other parties may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental entity in connection with the Merger Agreement and the transactions and other agreements contemplated thereby, provided that the parties may reasonably designate competitively sensitive material provided pursuant to the Merger Agreement as “outside counsel only material”.

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Parent and Merger Sub will use reasonable best efforts to take all actions reasonably necessary to address concerns raised in connection with any Required Governmental Approvals so as to secure such Required Governmental Approvals, including, as applicable: (i) (x) entering into a mitigation agreement, national security agreement or other similar arrangement or agreement, or (y) providing a letter of assurance or other similar assurance, in each case, as requested or imposed by a governmental entity, (ii) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines, or assets of Parent or its subsidiaries (including the surviving corporation after the closing), and (iii) otherwise taking or committing to take actions that after the closing would limit Parent’s freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines, or assets of Parent or the surviving corporation and/or their respective subsidiaries. However, Parent or Merger Sub will not be required to take any action or make any undertaking contemplated by the immediately preceding sentence, or agree to any remedy or condition to obtain the expiration of any applicable waiting period under any law, to obtain any required consent or other approval from any governmental entity under any law, or to prevent the entry of, or have vacated, lifted, reversed or otherwise overturned, any applicable injunction, judgment or other order issued under any law:

ORBCOMM agrees to (and to cause its subsidiaries to) use commercially reasonable efforts to (i) make cash on hand of ORBCOMM and its subsidiaries available at the closing to fund Merger Amounts to the extent requested by Parent and (ii) assist Parent in taking such actions that are reasonably requested in connection with any post-closing restructuring that it desires to take at or following the Effective Time.

Indemnification and Insurance

From and after the Effective Time, the surviving corporation will, and Parent will cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable law, each present and former director and officer of ORBCOMM and its subsidiaries, and each fiduciary of a company benefit plan (collectively, together with such person’s heirs, executors or administrators, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any actual or threatened action, whether civil, criminal, administrative or investigative, arising out of, related to or in connection with any action or omission occurring or alleged to have occurred whether prior to or at the Effective Time (including in connection with such Indemnified Parties’ service as a director or officer of ORBCOMM or any of its subsidiaries or a fiduciary of a company benefit plan or services performed by such persons at the request of or for the benefit of ORBCOMM or its subsidiaries), whether asserted or claimed prior to, at or after the Effective Time. In addition, from and after the Effective Time, each of Parent and the surviving corporation will advance costs and expenses (including attorneys’ fees) as incurred by any Indemnified Party promptly after receipt by Parent of a written

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request for such advance to the fullest extent permitted under applicable law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction that such Person is not entitled to indemnification. For six years from and after the Effective Time, Parent will cause the ORBCOMM certificate of incorporation and bylaws to contain provisions no less favorable to the Indemnified Parties with respect to indemnification, exculpation from liabilities and rights to advancement of expenses than those set forth in ORBCOMM’s certificate of incorporation and bylaws as of the date of the Merger Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of any Indemnified Party.

In addition, prior to the Effective Time, ORBCOMM will obtain and fully prepay the premium for a six-year “tail” insurance policy for claims arising from facts, acts, events or omissions that occurred on or prior to the Effective Time. If ORBCOMM fails to obtain such tail policy prior to the Effective Time, the surviving corporation shall obtain such a tail policy or continue to maintain in effect for a period of six years from and after the Effective Time the directors’ and officers’ liability insurance policies in place as of the date of the Merger Agreement. Any such tail policy or continued policy must have terms, conditions, retentions, coverage limits and limits of liability that are at least as favorable as the coverage provided in ORBCOMM’s existing policies as of the date of the Merger Agreement with a claims period of six years from the Effective Time. Notwithstanding the foregoing, in no event will ORBCOMM and its subsidiaries (or the surviving corporation, as applicable) be required to expend a premium in excess of 300% of the aggregate annual amount currently paid by ORBCOMM and its subsidiaries for such insurance and, if the annual premium of such insurance coverage exceeds such maximum amount, ORBCOMM or the surviving corporation will obtain a policy with the greatest coverage available for the maximum amount.

Coordination on Transaction Litigation

ORBCOMM and Parent have agreed to provide each other with prompt notice of any transaction litigation commenced against such party or any of its affiliates. In addition, ORBCOMM, Parent and Merger Sub have agreed to keep each other informed on a current basis of the status of any transaction litigation against such party or any of its affiliates and to give each other the opportunity to participate in the defense or settlement of any such transaction litigation (provided that ORBCOMM shall control such defense, settlement or prosecution), provided that no settlement or disclosure with respect to such litigation may be agreed by one party without the other party’s consent (such consent not to be unreasonably withheld or delayed).

Other Covenants and Agreements

The Merger Agreement also contains additional covenants, including covenants concerning (i) the filing of this proxy statement, (ii) public announcements with respect to the transactions contemplated by the Merger Agreement, (iii) resignation of existing directors, (iv) other actions related to takeover statutes and reporting requirements under Section 16 of the Exchange Act, (v) delisting of the Common Stock from the Nasdaq Stock Market, LLC and deregistered under the Securities Exchange Act of 1934, and (vi) Parent causing Merger Sub and the surviving corporation to perform their respective obligations under the Merger Agreement.

Conditions to Completion of the Merger

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

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The respective obligations of Parent and Merger Sub to complete the Merger are subject to the satisfaction or waiver by Parent on or before the Effective Time of the following additional conditions:

The obligation of ORBCOMM to complete the Merger is subject to the satisfaction or waiver by ORBCOMM on or before the Effective Time of the following additional conditions:

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Termination

The Merger Agreement may be terminated and the Merger may be abandoned in the following circumstances:

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Company Termination Fee

ORBCOMM will pay Parent a termination fee in an amount equal to $32,900,000.00 if:

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However, ORBCOMM is subject to a lower termination fee in an amount equal to $16,500,000.00 if it terminates the Merger Agreement at any time prior to the time the Stockholder Approval is obtained, in order to concurrently enter into an acquisition agreement with an Excluded Party providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of ORBCOMM’s go-shop, no-shop, and non-solicitation obligations.

In no event will ORBCOMM be required to pay a termination fee on more than one occasion.

Parent Termination Fee

Parent will pay ORBCOMM a termination fee in an amount equal to $51,800,000.00 if ORBCOMM terminates the Merger Agreement because (i) the marketing period has ended and all of the conditions to the obligations of Parent and Merger Sub to complete the Merger have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (ii) Parent and Merger Sub do not consummate the Merger on or prior to the date the closing is required to occur pursuant to the Merger Agreement, (iii) ORBCOMM has irrevocably confirmed in writing to Parent that it is ready, willing and able to complete the Closing on the date of such confirmation and throughout the three business day period following delivery of such confirmation and (iv) Parent and Merger Sub fail to effect the closing within three business days following delivery of such confirmation.

In no event will Parent be required to pay Parent’s termination fee on more than one occasion.

Limitation on Remedies

In the event that the Merger Agreement is terminated in accordance with the provisions described in the section of this proxy statement entitled “The Merger Agreement — Termination,” the Merger Agreement will become void and have no further force or effect, with no liability to any person on the part of Parent, Merger Sub or ORBCOMM or their respective subsidiaries, except that (i) no such termination shall relieve ORBCOMM, Parent or Merger Sub of any liability to pay ORBCOMM’s termination fee or Parent’s termination fee, as

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applicable or, subject to the terms of the Merger Agreement, relieve ORBCOMM or Parent or Merger Sub of any liability for any willful breach of the Merger Agreement prior to such termination, and (ii) certain sections of the Merger Agreement, including, among others, sections relating to the confidentiality obligations of ORBCOMM, Parent and Merger Sub and Parent’s obligation to pay and/or reimburse ORBCOMM in respect of certain costs incurred by ORBCOMM, will survive termination. Except for an order of specific performance as permitted by the Merger Agreement, (a) ORBCOMM’s sole and exclusive remedy against Parent, Merger Sub and the Equity Investors, the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Debt Commitment Parties, affiliates, members, managers, general or limited partners, stockholders or assignees of Parent, Merger Sub or any Equity Investor, or any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, debt financing sources, affiliates, members, managers, general or limited partners, stockholders or assignees of any of the foregoing (collectively, the “Parent Group”) in respect of the Merger Agreement, any agreement executed in connection therewith, and the transactions contemplated thereby shall be (x) to terminate the Merger Agreement in accordance with the terms thereof and collect from Parent or pursuant to the Limited Guaranty, if due, Parent’s termination fee (including any interest payable thereon) and, as applicable, the reimbursements described in the section above entitled “The Merger Agreement – Financing Cooperation”, and (y) following the termination of the Merger Agreement by either party, ORBCOMM’s right to seek monetary damages from Parent in the event of Parent’s or Merger Sub’s willful breach of the Merger Agreement prior to the termination thereof (provided that in no event will Parent be subject to monetary damages for willful breach of the Merger Agreement in excess of $51,800,000.00 (the “Damage Cap”)). Additionally, in no event will ORBCOMM be entitled to (1) payment of monetary damages prior to the termination of the Merger Agreement or in amounts in excess of the amount of the Damage Cap, (2) payment of both monetary damages and Parent’s termination fee described in the section above entitled “The Merger Agreement – Parent Termination Fee”, in a combined amount in excess of the Damage Cap, or (3) both (x) payment of any monetary damages and/or Parent’s termination fee described in the section above entitled “The Merger Agreement – Parent Termination Fee” and (y) a grant of specific performance of the Merger Agreement or any other equitable remedy against Parent or Merger Sub that results in the Closing.

Expenses

Except as otherwise provided in the Merger Agreement, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring the expense, except that all filing and similar fees in connection with Required Governmental Approvals shall be borne 50% by Parent and 50% by ORBCOMM. All transfer, excise, documentary, recording, notarial, stamp, sales, value added, and use taxes, and similar taxes, applicable to, or resulting from, the transactions contemplated by the Merger Agreement will be borne and paid by ORBCOMM.

Amendment, Modification and Waiver

Subject to applicable law, the Merger Agreement may be modified or amended by written agreement executed and delivered by each of ORBCOMM, Parent and Merger Sub; provided, that after receipt of Stockholder Approval, if any such amendment requires further approval of the stockholders of ORBCOMM pursuant to applicable law, such amendment must be approved by the stockholders of ORBCOMM to be effective. In addition, certain provisions of the Merger Agreement may not be amended or waived in a manner that is materially adverse to the Debt Commitment Parties without the prior written consent of those Debt Commitment Parties adversely affected.

At any time prior to the Effective Time, ORBCOMM or Parent may (i) waive or extend the time for the performance of any of the obligations or other acts of Parent or Merger Sub, in the case of ORBCOMM, or ORBCOMM, in the case of Parent, or (ii) waive any inaccuracies in the representations and warranties contained

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in the Merger Agreement or in any document delivered pursuant thereto on the part of Parent or Merger Sub, in the case of ORBCOMM, or ORBCOMM, in the case of Parent. Any agreement on the part of a party to the Merger Agreement to any such extension or waiver shall be valid only if in a writing signed on behalf of such party to the Merger Agreement.

Jurisdiction; Specific Enforcement

Under the Merger Agreement, each of the parties has agreed that it will bring any claims, controversies, disputes or proceedings in connection with transactions contemplated by the Merger Agreement exclusively in the Court of Chancery of the State of Delaware, or if that court lacks or declines to accept jurisdiction, another federal or state court located in the State of Delaware. However, each of the parties has agreed that it will not bring or support any action or claim against any Debt Commitment Party in connection with the Merger Agreement, the debt financing or the transactions contemplated by the Merger Agreement or the debt financing in any forum other than any state or federal court sitting in the Borough of Manhattan in the City of New York.

ORBCOMM, Parent and Merger Sub have agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform or otherwise breach or threaten to breach the provisions of the Merger Agreement (including failing to take such actions as are required of them in order to consummate the Merger and effect the closing) in accordance with its specified terms. ORBCOMM, Parent and Merger Sub have acknowledged and agreed that: (i) they are entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement; (ii) neither ORBCOMM’s termination fee nor Parent’s termination fee will be constructed to diminish or impair any party’s right to specific enforcement; and (iii) the right of specific enforcement is an integral part of transactions contemplated under the Merger Agreement and without that right neither ORBCOMM nor Parent would have entered into the Merger Agreement. Any party seeking an order or injunction to prevent and to enforce specifically the terms and provisions of the Merger Agreement will not be required to provide any bond or other security in connection with any such order or injunction.

Notwithstanding anything to the contrary in the Merger Agreement, ORBCOMM, Parent and Merger Sub have acknowledged and agreed that ORBCOMM will be entitled to specific performance of Parent’s obligation to cause the equity financing to be funded to fund the Merger Consideration and Parent’s and Merger Sub’s obligation to close only if:

Under no circumstances will ORBCOMM be entitled to receive both a grant of specific performance of Parent’s obligation to cause the equity financing to be funded and to consummate the closing or other equitable relief, on the one hand, and payment of Parent’s Termination Fee, and interest and expenses and certain reimbursement obligations of Parent, if any are due under the Merger Agreement, on the other hand.

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