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EXHIBIT 10.8.2
SATCOM INTERNATIONAL GROUP PLC
PUT AGREEMENT
This Agreement is made and entered into as of February 17, 2004,
by
and between ORBCOMM Inc., a Delaware corporation (the "Company"),
Don Franco
("DF") and Europa Holdings Limited ("Europa" and, together with DF,
the
"Investors").
RECITALS
WHEREAS, the Investors own the ordinary shares nominal value
(pound)1.00 per share (the "Satcom Shares") issued by Satcom
International Group
plc, a public limited company organized under the laws of England
and Wales
("Satcom"), set forth on Schedule A;
WHEREAS, upon the occurrence of a Liquidating Transaction (as
defined herein) and pursuant to the terms hereof, the Company has
agreed to
purchase the Satcom Shares from the Investors;
In consideration of the mutual representations, warranties,
covenants and agreements, and upon the terms and subject to the
conditions
hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the following terms have the
meanings specified or referred to in this Article I:
"Agreement" - this Agreement, as the same may be amended,
modified
or supplemented from time to time in accordance with its terms.
"Governmental Entity" - any: (i) federal, state, local, foreign
or
international government; (ii) court, arbitral or other tribunal or
governmental
or quasi-governmental authority of any nature (including any
governmental
agency, political subdivisions, instrumentalities, branch,
department, official,
or entity); or (iii) body exercising, or entitled to exercise,
any
administrative, executive, judicial, legislative, police,
regulatory, or taxing
authority or power of any nature pertaining to government.
"Laws" - means all laws, principles of common law, statutes,
constitutions, treaties, rules, regulations, ordinances, codes,
rulings, Orders
and determinations of all Governmental Entities.
"Liquidating Transaction" - means (i) an acquisition of the
Company
by another entity by means of any transaction or series of related
transactions
(including, without limitation, any reorganization, merger or
consolidation)
that results in the transfer
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of fifty percent (50%) or more of the outstanding voting power of
the Company or
a sale of all or substantially all of the assets of the Company, or
(ii) an
initial public offering of the Company.
"Order" - any award, decision, stipulation, injunction,
judgment,
order, ruling, subpoena, writ, decree or verdict entered, issued,
made or
rendered by any Governmental Entity.
"Person" - any individual, sole proprietorship, firm,
corporation
(including any non-profit corporation and public benefit
corporation), general
or limited partnership, limited liability partnership, joint
venture, limited
liability company, estate, trust, association, organization, labor
union,
institution, entity or Governmental Entity, including any successor
(by merger
or otherwise) of such entity.
"Satcom Contribution Agreement" - means the Satcom Contribution
Agreement, dated February 17, 2004 entered into among ORBCOMM LLC,
Satcom, DF,
Nancy Franco, Jerome B. Eisenberg and Europa.
"Stock Purchase Agreement" - means the Stock Purchase
Agreement,
dated February 17, 2004 entered into among the Company, ORBCOMM
LLC, and the
investors listed therein.
ARTICLE II
SALE OF THE SATCOM SHARES
2.01 Purchase Price of
the Satcom Shares. (a) Subject to the prior
occurrence of the Closing under the Satcom Contribution Agreement
of each date
herewith, upon the occurrence of a Liquidating Transaction, at the
Closing (as
defined below), each Investor shall sell and assign all right,
title and
interest in and to their respective Satcom Shares to the Company
pursuant to the
terms and conditions of this Agreement and, upon receipt of the
closing
deliveries set forth in Section 2.03 hereof, the Company shall pay
the Investors
the following amounts, in cash:
(i) in the event of a Liquidating Transaction with gross
proceeds to the Company as a result of such Liquidating Transaction
of less than
or equal to $250,000,000, $1.00;
(ii) in the event of a Liquidating Transaction with gross
proceeds to the Company as a result of such Liquidating Transaction
of more than
$250,000,000 but less than or equal to $300,000,000, $2,000,000
plus $1 for each
$50 that the amount of the gross proceeds to the Company as a
result of such
Liquidating Transaction exceeds $250,000,000;
(iii) in the event of a Liquidating Transaction with gross
proceeds to the Company as a result of such Liquidating Transaction
of more than
$300,000,000 but less than or equal to $500,000,000, $3,000,000
plus $3 for each
$200
2
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that the amount of the net proceeds to the Company as a result of
such
Liquidating Transaction exceeds $300,000,000; or
(iv) in
the event of a Liquidating Transaction with gross
proceeds to the Company as a result of such Liquidating Transaction
of more than
$500,000,000, $6,000,000.
(b) The gross
proceeds of a Liquidating Transaction shall be based
upon the valuation of the proceeds received by the Company as a
whole. In the
event all or any porti
