* * *
    
    TEXT OMITTED AND FILED SEPARATELYCONFIDENTIAL TREATMENT REQUESTEDUNDER 17 C.F.R. SECTIONS 200.80(b)(3),200.80(b)(4) and 230.406
 EXECUTION COPY
 ORBCOMM GENERATION 2 PROCUREMENT AGREEMENT
     ARTICLE 1  DEFINITIONS
    i.e.




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Page 2




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,
      Page 3




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c
     ARTICLE 2  SCOPE OF WORK
        Page 4




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(i)
    
    Strela;(ii)
    
    Minotaur IV; and(iii)
    
    PSLV
   ARTICLE 3  WORK SCHEDULE AND DELIVERY
    Page 5




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Satellite Minimum
    
    
    PSR DatesExercise Date
    
    Quantity
    
    
    (subject to Section 5.1(d) below)On or before Effective Date Plus nine months
    
    
    3
    
    
    Order Date Plus [* * *] months6
    
    
    Order Date Plus [* * *] months12
    
    
    Order Date Plus [* * *] months18
    
    
    Order Date Plus [* * *] monthsAfter
9 months and on or before 1 year from Effective Date
    
    
    3
    
    
    Order Date Plus [* * *] months6
    
    
    Order Date Plus [* * *] months12
    
    
    Order Date Plus [* * *] months18
    
    
    Order Date Plus [* * *] monthsAfter 1 and
on or before 2 years from Effective Date
    
    
    3
    
    
    Order Date Plus [* * *] months6
    
    
    Order Date Plus [* * *] months12
    
    
    Order Date Plus [* * *] months18
    
    
    Order Date Plus [* * *] monthsAfter 2 and
on or before 3 years from Effective Date
    
    
    3
    
    
    Order Date Plus [* * *] months6
    
    
    Order Date Plus [* * *] months12
    
    
    Order Date Plus [* * *] months18
    
    
    Order Date Plus [* * *] months
 ARTICLE 4  CONSIDERATION
   Satellite
    
    
    Optional SatelliteMinimum
    
    
    pricingOrder Timing
    
    Quantity
    
    
    (millions)9 months from Effective Date
    
    
    [* * *]
    
    
    
    [* * *]1 year from Effective Date
    
    
    [* * *]
    
    
    
    [* * *]2 years from Effective Date
    
    
    [* * *]
    
    
    
    [* * *]3 years from Effective Date
    
    
    [* * *]
    
    
    
    [* * *]
    Page 6




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Page 7




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Page 8




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ARTICLE
5  PAYMENT TERMS AND INVOICING
  (a)
    
    Payments by ORBCOMM to SUPPLIER for the Initial Order shall be made following
Successful Completion of the Milestones as shown below, but in no event earlier than
thirty (30) days prior to the scheduled completion date also as shown below:
 Scheduled
    
    
    
    
    
    
    Cum %Completion
    
    
    Payment %
    
    
    Payment ofMilestone
    
    
    Months from
    
    
    of Initial
    
    
    Initial Order
    
    
    Payment
    
    
    CumMilestone
    
    Description
    
    
    Effective Date
    
    
    Order Price
    
    
    Price
    
    
    Amount
    
    
    Payments1
    
    
    
    
    
    
    
    
    
    
    [* * *]2345678910111213141516171819202122232425262728293031323334353637
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    117,000,000
   Page 9




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(b)
    
    Payments by ORBCOMM to SUPPLIER for any Optional Flight Satellite (OFS)
ordered for In-Orbit Delivery shall be made following Successful Completion of the
Milestones as shown below, but in no event earlier than the scheduled completion date
also as shown below:
 ScheduledCompletionmonths from
    
    
    Payment % ofMilestone
    
    
    
    
    
    date of Option
    
    
    Optional SatelliteNumber
    
    Milestone Description
    
    
    Exercise *
    
    

(OFS) Price1
    
    
    
    
    
    
    [* * *]23456
  Page 10




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(c)
    
    At the time of order of any Optional Satellite, the parties shall cooperate in
good faith to establish PSR dates (no later than the dates set forth in the chart in
Section 3.1(b) above) and associated scheduled Milestone completion dates to be
inserted in the column above, as applicable to the particular order, assuming ongoing
Work, consistent with the schedule of Work and scheduled Milestone completion dates for
the Initial Order.
 (d)
    
    SUPPLIER shall provide ORBCOMM with a secured credit facility in accordance
with the terms set forth in Exhibit G hereto and subject to other customary terms and
conditions to be mutually agreed to by SUPPLIER and ORBCOMM, each acting reasonably.
   (i)
    
    U.S.$[* * *] per day (starting with sixty-first (61st)
day) per Shipset #1 delay in PSR, up to
U.S.$[* * *];
 (ii)
    
    U.S.$[* * *] per day (starting with sixty-first (61st)
day) per Shipset #2 delay in PSR, up to U.S.$[* * *];
 (iii)
    
    U.S.$[* * *] per day (starting with sixty-first (61st)
day) per Shipset #3 delay in PSR, up to U.S.$[* * *]; and
 (iv)
    
    Delays in Successfully Completing PSR for Optional
Satellites shall be charged at U.S.$[* * *] per day per Optional Satellite
that is delayed, starting with the sixty-first (61st) day of delay, up to
[* * *]% of the price for the applicable Optional Satellite(s).
    Page 11




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e.g.
 
 
    mutatis mutandis
     Page 12




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Page 13




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ARTICLE 6  TECHNICAL AND CONTRACTUAL REPRESENTATIVES
  SUPPLIER:
    
    
    
    ORBCOMM:Technical:
    
    Larry Montgomery
    
    Technical:
    
    Tony HopkoContractual:
    
    Ellick C. Hsu
    
    Contractual:
    
    Chris Le Brun, General CounselStaff Counsel
  ARTICLE 7  ACCESS AND ACCEPTANCE
     Page 14




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ARTICLE 8  TITLE AND RISK OF LOSS
     Page 15




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ARTICLE
8B  ORBCOMMS SECURITY INTEREST
  ARTICLE
8C  PROPERTY ACCOUNTING
  ARTICLE 9  CHANGES
     Page 16




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ARTICLE
10 REPRESENTATIONS, WARRANTIES AND COVENANTS
      Page 17




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Page 18




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ARTICLE 11  REMEDIES FOR BREACH OF WARRANTY; LIMITATION OF LIABILITY; INTELLECTUAL PROPERTY
INDEMNIFICATION; INTERPARTY WAIVER
       Page 19




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ARTICLE 12  TERMINATION
     Page 20




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Page 21




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Page 22




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Page 23




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ARTICLE 14  COMPLIANCE WITH LAWS, PERMITS, AND LICENSES
  ARTICLE 15  MISCELLANEOUS
   (i)
    
    if to SUPPLIER to it at:
444 Salomon Circle
Sparks, NV 89434
Telephone: 775-331-0222
Attention: Corporate VP Operationsand444 Salomon Circle
Sparks, NV 89434
Telephone: 775-331-0222
Attention: Staff Counsel(ii)
    
    If to ORBCOMM Inc, to it at:
21700 Atlantic Boulevard
Dulles, VA 20166 

Telephone: (703) 433-6400
Attention: Vice President Space Segment Engineeringand2115 Linwood Avenue
Fort Lee, NJ 07024
Telephone: 703 433-6361
Attn: General Counsel
  Page 24




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Page 25




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i.e.
 (a)
    
    Article 1 through Article 15 of this Agreement;(b)
    
    the Statement of Work (Exhibit A, Part 1A);(c)
    
    the Specifications (Exhibit A, Part 1B);(d)
    
    Key Personnel (Exhibit C);(e)
    
    Project Software and Software Documentation Terms and Conditions (Exhibit D);(f)
    
    Third Party Software Ownership and Licensing (Exhibit E);(g)
    
    Preferred Escrow Agreement (Exhibit F);(h)
    
    Terms for Secured Line of Credit (Exhibit G);and(i)
    
    Response to Due Diligence Checklist (Exhibit H)
       Page 26




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(1)
    
    was in the public domain at the time it was disclosed, or(2)
    
    was known to the party receiving it at the time of receipt, or(3)
    
    is disclosed inadvertently despite the exercise of the same degree of care as
the recipient party takes to preserve of safeguard its own proprietary information, or(4)
    
    is independently developed by the receiving party, or(5)
    
    becomes known to the party without breach of this agreement by the receiving
party, or(6)
    
    is required to be disclosed pursuant to a court order or subpoena or is
otherwise required to be disclosed by law, including any securities laws, provided the
disclosing party gives the other party prior notice of the disclosure.
     Page 27




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ARTICLE 16  LIST OF EXHIBITS
 Exhibit A
    
    STATEMENT OF WORK AND SPECIFICATIONSPart 1A
    
    ORBCOMM Generation 2 (OG2) Satellite Statement of WorkPart 1B
    
    ORBCOMM Generation 2 (OG2) Satellite SpecificationExhibit B
    
    Labor RatesExhibit C
    
    Key PersonnelExhibit D
    
    Project Software and Software Documentation Terms and ConditionsExhibit E
    
    Third Party Software Ownership and LicensingExhibit F
    
    Preferred Escrow AgreementExhibit G
    
    Terms for Secured Line of CreditExhibit H
    
    Response to Due Diligence Checklist
  Page 28




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SIERRA NEVADA CORPORATIONBy:
    /s/ Fatih OzmenName:
    Fatih OzmenTitle:
    Chief Executive OfficerORBCOMM INCBy:
    /s/ Marc EisenbergName:
    Marc EisenbergTitle:
    Chief Executive Officer  Page 29




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Exhibit A, Part 1A
 
 Exhibit A, Part 1A
 ORBCOMM
Generation 2 (OG2) Satellite Statement of Work
 
 Document Number: B15TD1413
 2115 Linwood Avenue, Suite 100, Fort Lee, NJ 07024
    
    21700 Atlantic Boulevard, Dulles, VA 20166Telephone: 201-363-4900
    
    Telephone: 703-433-6300
 www.orbcomm.com




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Disclaimers
   B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    2 of 10ORBCOMM Proprietary Information




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Table of Contents
 1 INTRODUCTION
    
    
    41.1 Scope
    
    
    41.2 Responsibility
    
    
    41.3 Reference Documents
    
    
    42 EQUIPMENT AND DELIVERABLES
    
    
    52.1 Flight Satellite
    
    
    52.2 Flight Ground Support Equipment
    
    
    52.3 Removed
    
    
    52.4 FlatSat Satellite
    
    
    52.5 Satellite Simulator
    
    
    6[* * *]2.11 Successful Operations
    
    
    62.12 Major Milestones and Deliverable Timeline
    
    
    7[* * *]3 LAUNCH SERVICES SUPPORT
    
    
    9[* * *]4 SOFTWARE DELIVERABLES
    
    
    10[* * *][4 pages omitted]
 B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    3 of 10ORBCOMM Proprietary Information




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1 Introduction
 1.1 Scope
  1.2 Responsibility
  1.3 Reference Documents
  B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    4 of 10ORBCOMM Proprietary Information




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2 Equipment Deliverables and Services
  2.1 Flight Satellite
    2.2 Flight Ground Support Equipment (GSE)
  2.3 Removed
  2.4 FlatSat Satellite
  B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    5 of 10ORBCOMM Proprietary Information




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2.5 Satellite Simulator
  
    
    Accept and respond as accurately as possible to all Satellite commands pertaining to
attitude control, and command and data handling
    
    Software upgradeable so the latest flight software version can be uploaded and run
    
    Medium level fidelity flight simulation code is provided to allow for realistic
on-orbit telemetry and Satellite responses to actuators and propulsion reactions
    
    Provide a graphical software user interface to configure and operate the simulator
    
    All hardware platforms required to run and maintain the Satellite Simulator
 2.11  Successful Operations
     1.
    
    The Satellites shall meet the attitude control point requirements as outlined
in the Specification.2.
    
    The Satellite batteries shall provide enough power to operate the payload
through [* * *] without interruption.3.
    
    The Satellite Solar Arrays shall provide enough power to recharge the batteries
after [* * *] with a full payload in operation (or demonstrate with an equivalent
load) within [* * *] orbit period.4.
    
    The Satellite electrical power subsystem shall be capable of controlling power
(on/off) to each of the payload components.5.
    
    The payload is capable of operating continuously, meeting the following
requirements without interruption or ground commands for at least [* * *] period:
 5.1.
    
    The subscriber receiver has at least [* * *]% subscriber
demodulators operating in all receiver modes for [* * *] out of [* * *]
downlinks5.2.
    
    [* * *]% of the subscriber downlinks are operating at no less
than [* * *] below the specified RF levels based on an agreed upon measurement
and analysis verification process
 B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    6 of 10ORBCOMM Proprietary Information




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2.12 Major Milestones and Deliverable Timeline
  Table 1. Major Milestones
 ScheduledCompletionAfter Start ofContractMilestone #
    
    Milestone Description
    
    Ref Section
    
    (Months)1
    
    [* * *]2345678910111213141516171819202122
 B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    7 of 10ORBCOMM Proprietary Information




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ScheduledCompletionAfter Start ofContractMilestone #
    
    Milestone Description
    
    Ref Section
    
    (Months)232425262728293031323334353637
   B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    8 of 10ORBCOMM Proprietary Information




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3 Launch Services Support
      B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    9 of 10ORBCOMM Proprietary Information




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4 Software Deliverables
   B15TD1413
    
    ORBCOMM OG2 Satellite SOW
    
    10 of 10ORBCOMM Proprietary Information




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Exhibit A, Part 1B
 
 Exhibit A, Part 1B
 ORBCOMM
 Generation 2 (OG2) Satellite Specification
 
 Document Number: B15051414
  2115 Linwood Avenue, Suite 100, Fort Lee, NJ 07024
    
    21700 Atlantic Boulevard, Dulles, VA 20166Telephone: 201-363-4900
    
    Telephone: 703-433-6300
 www.orbcomm.com




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Disclaimers
  Export Control Statement
    B15051414
    
    ORBCOMM OG2 Satellite Specification
    
    2 of 2ORBCOMM Proprietary Information




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Exhibit B
LABOR RATES AND TRAVEL POLICY
 2008
    
    
    2009
    
    
    2010Total
    
    
    Total
    
    
    TotalFIELD SERVICE LABOR
    
    Burd Rate
    
    
    Burd Rate
    
    
    Burd RatePROGRAM MANAGER III
    
    
    
    
    
    
    [* * *]PROGRAM MANAGER IIPROGRAM MANAGER IPROJECT ANALYST ISYSTEMS ENG IIISOFTWARE ENG IVPROJECT ENG IIELECTRICAL ENG IIMECH. ENG 11TECH WRITER IITECH WRITER ICONFIGURATION MGRLOGESTICS SPECIALISTQA SPECIALIST IQA INSPECTOR I
 MSI Labor Category
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011MSI Enterprise Engineer
    
    
    
    
    
    
    
    
    
    
    [* * *]Group EngineerSenior System EngineerSenior Staff EngineerQuality ControlProgram SupportASI  Executive MTS
  Page 43




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Exhibit B
LABOR RATES AND TRAVEL POLICY
 SNC TRAVEL TIME POLICY
   1.
    
    All travel time is compensable if it is same day travel.2.
    
    Employees whose travel requires an overnight stay will be compensated for travel time that is
within his or her normal working hours. Such time is considered hours worked on regular
working days during normal work time, and also during the corresponding time of non-working
days i.e. Saturday, Sunday and Holidays.3.
    
    Any non-business meal periods or times when an employee is permitted to sleep will not be
considered as time worked and is non-compensable.4.
    
    Overtime may only be earned if the employees compensable travel time and hours worked exceed
40 hours in any workweek.5.
    
    Employees will not be compensated for time spent traveling if the additional travel time was
due to the employees choice of transportation.6.
    
    Normal travel time commuting from home to work and work to home is not compensable and must
be subtracted from any travel time claimed.7.
    
    All time that an employee spends traveling as a part of the principal activity of the
position i.e. travel from job site to job site, is considered hours worked.
  Page 44




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Exhibit C
Key Personnel
 SUPPLIER Personnel
 Title
    
    NameOG2 Program Manager
    
    Doug InfiestoBus Subsystem Manager
    
    Lad Henry CurtisCommunication Subsystem Manager
    
    TBD*RF Payload Manager
    
    TBD*Antenna Boom Manager
    
    TBD*Lead Systems Engineer
    
    Charlie GaultLead Integration and Test Engineer
    
    Terrance YeeLead Mechanical Systems Engineer
    
    Bill PlasterLead Avionics System Engineer
    
    Ladd GilliesLV Interface Manager
    
    Bill AndersLead Software Engineer
    
    Dave Bryan
 *
  Page 45




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Exhibit D
 PROJECT SOFTWARE AND SOFTWARE DOCUMENTATION
TERMS AND CONDITIONS
             Page 46




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Page 47




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Page 48




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Exhibit E
THIRD PARTY SOFTWARE OWNERSHIP AND LICENSING
 Third Party Software Software Ownership and Licensing
    
    VersionSoftware Title (SOW) Section 4)[* * *]
    
    
    [* * *]
   Page 49




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Exhibit F
 
 Three-Party Escrow Service Agreement
 Deposit Account Number:
 1.
    
    Introduction.This Three Party Escrow Service Agreement (the Agreement) is entered into by and between
Sierra Nevada Corporation and its Affiliates, as defined below (the Depositor), and by ORBCOMM
Inc. and its Affiliates (the Beneficiary) and by Iron Mountain Intellectual Property
Management, Inc. (Iron Mountain) on this 5th day of May, 2008 (the Effective Date).
Depositor, Beneficiary, and Iron Mountain may be referred to individually as a Party or
collectively as the Parties throughout this Agreement.(a) The use of the term services in this Agreement shall refer to Iron Mountain services that
facilitate the creation, management, and enforcement of software or other technology escrow
accounts as described in Exhibit A attached hereto (Services). A Party shall request Services
under this Agreement by submitting a work request for certain Iron Mountain Services (Work
Request)via written instruction or the online portal maintained at the website located at
www.ironmountainconnect.com, or other websites owned or controlled by Iron Mountain that
are linked to that website (collectively the Iron Mountain Website).(b) The Beneficiary and Depositor have, or will have, entered into a license agreement or other
agreement conveying intellectual property rights to the Beneficiary, and the Parties intend this
Agreement to be considered as supplementary to such agreement, pursuant to Title 11 United
States Bankruptcy Code, Section 365(n).2.
    
    Depositor Responsibilities and Representations.
 (a)
    
    Depositor shall make an initial deposit that is complete and functional of all
proprietary technology and other materials covered under this Agreement (Deposit
Material) to Iron Mountain not later than sixty (60) days from the Effective Date of the
Procurement Agreement. Depositor may also update Deposit Material from time to time during
the Term of this Agreement provided a minimum of one (1) complete and functional copy of
Deposit Material is deposited with Iron Mountain at all times. At the time of each deposit
or update, Depositor will provide an accurate and complete description of all Deposit
Material sent to Iron Mountain using the form attached hereto as Exhibit B.(b)
    
    Depositor represents that it lawfully possesses all Deposit Material provided to Iron
Mountain under this Agreement free of any liens or encumbrances as of the date of their
deposit. Any Deposit Material liens or encumbrances made after their deposit will not
prohibit, limit, or alter the rights and obligations of Iron Mountain under this Agreement.
Depositor warrants that with respect to the Deposit Material, Iron Mountains proper
administration of this Agreement will not violate the rights of any third parties.(c)
    
    Depositor represents that all Deposit Material is readable in its then current form; if
any portion of such Deposit Material is encrypted, the necessary decryption tools and keys
to read such material are deposited contemporaneously.(d)
    
    Depositor agrees, upon request by Iron Mountain, in support of Beneficiarys request
for verification Services, to promptly complete and return the Escrow Deposit Questionnaire
attached hereto as Exhibit Q. Depositor consents to Iron Mountains performance of any
level(s) of verification Services described in Exhibit A attached hereto and Depositor
further consents to Iron Mountains use of a subcontractor to perform verification
Services. Any such subcontractor shall be bound by the same confidentiality obligations as
Iron Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Iron
Mountain shall be responsible for the delivery of Services of any such subcontractor as if
Iron Mountain had performed the Services. Depositor represents that all Deposit Material is
provided with all rights necessary for Iron Mountain to verify such proprietary technology
and materials upon receipt of a Work Request for such Services or agrees to use
commercially reasonable efforts to provide Iron Mountain with any necessary use rights or
permissions to use materials necessary to perform verification of the Deposit Material.
Depositor agrees to reasonably cooperate with Iron Mountain by providing reasonable access
to its technical personnel for verification Services whenever reasonably necessary.
 3.
    
    Beneficiary Responsibilities and Representations.
 (a)
    
    Beneficiary acknowledges that, as between Iron Mountain and Beneficiary, Beneficiary
assumes all responsibility for the completeness and functionality of all Deposit Material.(b)
    
    Beneficiary may submit a verification Work Request to Iron Mountain for one or more of
the Services defined in Exhibit A attached hereto and further consents to Iron Mountains
use of a subcontractor if needed to provide such Services. Beneficiary warrants that Iron
Mountains use of any materials supplied by Beneficiary to perform the verification
Services described in Exhibit A is lawful and does not violate the rights of any third
parties.




---



##### 



4.
    
    Iron Mountain Responsibilities and Representations.
 (a)
    
    Iron Mountain agrees to use commercially reasonable efforts to provide the Services
requested by Authorized Person(s) (as identified in the Authorized Person(s)/Notices
Table below) representing the Depositor or Beneficiary in a Work Request. Iron Mountain
may reject a Work Request (in whole or in part) that does not contain all required
information at any time upon notification to the Party originating the Work Request.(b)
    
    Iron Mountain will conduct a visual inspection upon receipt of any Deposit Material and
associated Exhibit B. If Iron Mountain determines that the Deposit Material does not match
the description provided by Depositor represented in Exhibit B attached hereto, Iron
Mountain will notify Depositor of such discrepancies and notate such discrepancy on the
Exhibit B.(c)
    
    Iron Mountain will provide notice to the Beneficiary of all Deposit Material that is
accepted and deposited into the escrow account under this Agreement.(d)
    
    Iron Mountain will work with a Party who submits any verification Work Request for
Deposit Material covered under this Agreement to either fulfill any standard verification
Services Work Request or develop a custom Statement of Work (SOW). Iron Mountain and the
requesting Party will mutually agree in writing to an SOW on the following terms and
conditions that include but are not limited to: description of Deposit Material to be
tested; description of Verification testing; requesting Party responsibilities; Iron
Mountain responsibilities; Service Fees; invoice payment instructions; designation of the
paying Party; designation of authorized SOW representatives for both the requesting Party
and Iron Mountain with name and contact information; and description of any final
deliverables prior to the start of any fulfillment activity. After the start of
fulfillment activity, each SOW may only be amended or modified in writing with the mutual
agreement of both Parties, in accordance with the change control procedures set forth
therein.1.
    
    Iron Mountain will hold and protect Deposit Material in physical or electronic vaults
that are either owned or under the control of Iron Mountain, unless otherwise agreed to by
the Parties.2.
    
    Upon receipt of written instructions by both Depositor and Beneficiary, Iron Mountain
will permit the replacement or removal of previously submitted Deposit Material. The Party
making such request shall be responsible for getting the other Party to approve the joint
instructions.
 5.
    
    Payment.The Party responsible for payment designated in Exhibit A (Paying Party) shall pay to Iron
Mountain all fees as set forth in the Work Request (Service Fees). Except as set forth below,
all Service Fees are due within thirty (30) calendar days from the date of invoice in U.S.
currency and are non-refundable. Iron Mountain may update Service Fees with a ninety (90)
calendar day written notice to the Paying Party during the term of this Agreement. The Paying
Party is liable for any taxes related specifically to Services purchased under this Agreement or
shall present to Iron Mountain an exemption certificate acceptable to the taxing authorities.
Applicable taxes shall be billed as a separate item on the invoice. Depositor and Beneficiary
agree that if this Agreement terminates during the term for any reason, other than for the fault
of Iron Mountain, all prepaid fees shall be non-refundable. Any Service Fees not collected by
Iron Mountain when due shall bear interest until paid at a rate of one percent (1%) per month
(12% per annum) or the maximum rate permitted by law, whichever is less. Notwithstanding, the
non-performance of any obligations of Depositor to deliver Deposit Material under the License
Agreement or this Agreement, Iron Mountain is entitled to be paid all Service Fees that accrue
during the Term of this Agreement.6.
    
    Term and Termination.
 (a)
    
    The Termof this Agreement is for a period of one (1) year from the Effective Date
(Initial Term) and will automatically renew for additional one (1) year terms (Renewal
Term)and continue in full force and effect until one of the following events occur: (i)
Depositor and Beneficiary provide Iron Mountain with sixty (60) days prior written joint
notice of their intent to terminate this Agreement; (ii) Beneficiary provides Iron
Mountain and Depositor with sixty (60) days prior written notice of their intent to
terminate this Agreement; (iii) the Agreement terminates under another provision of this
Agreement; or (iv) any time after the Initial Term, Iron Mountain provides a sixty (60)
days prior written notice to the Depositor and Beneficiary of Iron Mountains intent to
terminate this Agreement. If the Effective Date is not specified in the Introduction
section, then the last date noted on the signature blocks of this Agreement shall be the
Effective Date.(b)
    
    Unless the express terms of this Agreement provide otherwise, upon termination of this
Agreement, Iron Mountain shall return the Deposit Material to the Depositor. If reasonable
attempts to return the Deposit Material to Depositor are unsuccessful, Iron Mountain shall
destroy the Deposit Material.
  Page 2 of 10




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(c)
    
    In the event of the nonpayment of undisputed Service Fees owed to Iron Mountain, Iron
Mountain shall provide all Parties to this Agreement with written notice of Iron Mountains
intent to terminate this Agreement. Any Party to this Agreement shall have the right to
make the payment to Iron Mountain to cure the default. If the past due payment is not
received in full by Iron Mountain within thirty (30) calendar days of the date of such
written notice, then Iron Mountain shall have the right to terminate this Agreement at any
time thereafter by sending written notice to all Parties. Iron Mountain shall have no
obligation to perform the Services under this Agreement (except those obligations that
survive termination of this Agreement) so long as any undisputed Service Fees due Iron
Mountain under this Agreement remain unpaid.
 7.
    
    General Indemnity.Subject to Section 10 and 11, each Party shall defend, indemnify and hold harmless the others,
their corporate affiliates and their respective officers, directors, employees, and agents and
their respective successors and assigns from and against any and all claims, losses,
liabilities, damages, and expenses (including, without limitation, reasonable attorneys fees),
arising under this Agreement from the negligent or intentional acts or omissions of the
indemnifying Party or its subcontractors, or the officers, directors, employees, agents,
successors and assigns of any of them.8.
    
    Warranties.
 (a)
    
    IRON MOUNTAIN WARRANTS ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A
WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY
MUST NOTIFY IRON MOUNTAIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTYS
SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE FEES
PAID TO IRON MOUNTAIN BY PAYING PARTY FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER
AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE
FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF
LIABILITY SET FORTH IN THIS AGREEMENT.(b)
    
    Depositor warrants that all Depositor information provided hereunder is accurate and
reliable and undertakes to promptly correct and update such Depositor information during
the Term of this Agreement.(c)
    
    Beneficiary warrants that all Beneficiary information provided hereunder is accurate
and reliable and undertakes to promptly correct and update such Beneficiary information
during the Term of this Agreement.(d)
    
    Ownership Warranty. Depositor warrants that it is the owner or legal custodian of the
Deposit Material and has full authority to store the Deposit Material and direct their
disposition in accordance with the terms of this Agreement. Depositor shall reimburse Iron
Mountain for any expenses reasonably incurred by Iron Mountain (including reasonable legal
fees) by reason of Iron Mountains compliance with the instructions of Depositor in the
event of a dispute concerning the ownership, custody or disposition of Deposit Material
stored by Depositor with Iron Mountain.
 9.
    
    Confidential Information.Iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit
Material. Except as provided in this Agreement Iron Mountain shall not disclose, transfer, make
available or use the Deposit Material. Iron Mountain shall not disclose the terms of this
Agreement to any third Party. If Iron Mountain receives a subpoena or any other order from a
court or other judicial tribunal pertaining to the disclosure or release of the Deposit
Material, Iron Mountain will notify the Parties to this Agreement unless prohibited by law.
After notifying the Parties, Iron Mountain may comply in good faith with such order. It shall
be the responsibility of Depositor or Beneficiary to challenge any such order; provided,
however, that Iron Mountain does not waive its rights to present its position with respect to
any such order. Iron Mountain will cooperate with the Depositor or Beneficiary, as applicable,
to support efforts to quash or limit any subpoena, at such partys expense. Any party requesting
additional assistance shall pay Iron Mountains standard charges or as quoted upon submission of
a detailed request.10.
    
    Limitation of Liability.NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ALL LIABILITY, IF ANY, WHETHER ARISING IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OR OWED TO IRON MOUNTAIN UNDER THIS
AGREEMENT. IF CLAIM OR LOSS IS MADE IN RELATION TO A SPECIFIC DEPOSIT OR DEPOSITS, SUCH
LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO SUCH DEPOSITS. THIS LIMIT SHALL
NOT APPLY TO ANY PARTY FOR: (I) ANY CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT OR
TRADEMARK; (II) LIABILITY FOR DEATH OR BODILY INJURY; (III) DAMAGE TO TANGIBLE PROPERTY
(EXCLUDING THE DEPOSIT MATERIAL); (IV) PROVEN THEFT; OR (V) PROVEN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. FOR THE AVOIDANCE OF DOUBT, THIS LIMIT SHALL NOT APPLY
TO DEPOSITOR AND BENEFICIARY WITH RESPECT TO ANY CLAIM, LIABILITY OR DAMAGE ARISING UNDER OR
RELATED TO ANY AGREEMENT OTHER THAN THIS AGREEMENT.
  Page 3 of 10




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11.
    
    Consequential Damages Waiver.IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA OR INFORMATION, ANY COSTS
OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER
ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EVEN IF THE POSSIBILITY THEREOF
MAY BE KNOWN IN ADVANCE TO ONE OR MORE PARTIES.12.
    
    General.
 (a)
    
    Incorporation of Work Requests. All valid Depositor and Beneficiary Work
Requests are incorporated into this Agreement.(b)
    
    Purchase Orders. In the event that the Paying Party issues a purchase order or
other instrument used to pay Service Fees to Iron Mountain, any terms and conditions set
forth in the purchase order which constitute terms and conditions which are in addition to
those set forth in this Agreement or which establish conflicting terms and conditions to
those set forth in this Agreement are expressly rejected by Iron Mountain.(c)
    
    Right to Make Copies. Iron Mountain shall have the right to make copies of all
Deposit Material as reasonably necessary to perform the Services. Iron Mountain shall copy
all copyright, nondisclosure, and other proprietary notices and titles contained on Deposit
Material onto any copies made by Iron Mountain. Any copying expenses incurred by Iron
Mountain as a result of a Work Request to copy will be borne by the Party requesting the
copies. Iron Mountain may request Depositors reasonable cooperation in promptly copying
Deposit Material in order for Iron Mountain to perform this Agreement.(d)
    
    Choice of Law. The validity, interpretation, and performance of this Agreement
shall be controlled by and construed under the laws of the Commonwealth of Massachusetts,
USA, as if performed wholly within the state and without giving effect to the principles of
conflicts of laws.(e)
    
    Authorized Person(s). Depositor and Beneficiary must each authorize and
designate one person whose actions will legally bind such party (Authorized Person who
shall be identified in the Authorized Persons (s) Notices Table of this Agreement) and who
may manage the Iron Mountain escrow account through the Iron Mountain website or written
instruction. The Authorized Person for each the Depositor and Beneficiary will maintain the
accuracy of their name and contact information provided to Iron Mountain during the term of
this Agreement.(f)
    
    Right to Rely on Instructions. Iron Mountain may act in reliance upon any
instruction, instrument, or signature reasonably believed by Iron Mountain to be genuine
and from an Authorized Person(s), officer, or other employee of a Party. Iron Mountain may
assume that such representative of a Party to this Agreement who gives any written notice,
request, or instruction has the authority to do so. Iron Mountain will not be required to
inquire into the truth or evaluate the merit of any statement or representation contained
in any notice or document reasonably believed to be from such representative. With respect
to Release and Destruction of Deposit Materials, Iron Mountain shall rely on an Authorized
Person(s).(g)
    
    Force Majeure. No Party shall be liable for any delay or failure in
performance due to events outside the defaulting Partys reasonable control, including
without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots,
war, acts of terrorism, fire, epidemics, or delays of common carriers or other
circumstances beyond its reasonable control. The obligations and rights of the excused
Party shall be extended on a day-to-day basis for the time period equal to the period of
the excusable delay.(h)
    
    Notices. All notices regarding Exhibit C (release) shall be sent by commercial
express mail or other commercially appropriate means that provide prompt delivery and
require proof of delivery. All other correspondence, including invoices, payments, and
other documents and communications, may be sent electronically or via regular mail. The
Parties shall have the right to rely on the last known address of the other Parties. Any
correctly addressed notice to last known address of the other Parties that is relied on
herein and that is refused, unclaimed, or undeliverable because of an act or omission of
the Party to be notified as provided herein shall be deemed effective as of the first date
that said notice was refused, unclaimed, or deemed undeliverable by electronic mail, the
postal authorities by mail, through messenger or commercial express delivery services.
  Page 4 of 10




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(i)
    
    No Waiver. No waiver of rights under this Agreement by any Party shall
constitute a subsequent waiver of this or any other right under this Agreement.(j)
    
    Assignment. No assignment of this Agreement by Depositor or Beneficiary or any
rights or obligations of Depositor or Beneficiary under this Agreement is permitted without
the written consent of Iron Mountain, which shall not be unreasonably withheld or delayed.
Iron Mountain shall have no obligation in performing this Agreement to recognize any
successor or assign of Depositor or Beneficiary unless Iron Mountain receives clear,
authoritative and conclusive written evidence of the change of parties.(k)
    
    Severability. In the event any of the terms of this Agreement become or are
declared to be illegal or otherwise unenforceable by any court of competent jurisdiction,
such term(s) shall be null and void and shall be deemed deleted from this Agreement. All
remaining terms of this Agreement shall remain in full force and effect. If this paragraph
becomes applicable and, as a result, the value of this Agreement is materially impaired for
any Party, as determined by such Party in its sole discretion, then the affected Party may
terminate this Agreement by written notice to the others.(l)
    
    Independent Contractor Relationship. Depositor and Beneficiary understand,
acknowledge, and agree that Iron Mountains relationship with Depositor and Beneficiary
will be that of an independent contractor and that nothing in this Agreement is intended to
or should be construed to create a partnership, joint venture, or employment relationship.(m)
    
    Attorneys Fees. In any suit or proceeding between the Parties relating to
this Agreement, the prevailing Party will have the right to recover from the other(s) its
costs and reasonable fees and expenses of attorneys, accountants, and other professionals
incurred in connection with the suit or proceeding, including costs, fees and expenses upon
appeal, separately from and in addition to any other amount included in such judgment.
This provision is intended to be severable from the other provisions of this Agreement, and
shall survive and not be merged into any such judgment.(n)
    
    No Agency. No Party has the right or authority to, and shall not, assume or
create any obligation of any nature whatsoever on behalf of the other Parties or bind the
other Parties in any respect whatsoever.(o)
    
    Disputes. Any dispute, difference or question relating to or arising among any
of the Parties concerning the construction, meaning, effect or implementation of this
Agreement or the rights or obligations of any Party hereof will be submitted to, and
settled by arbitration by a single arbitrator chosen by the corresponding Regional Office
of the American Arbitration Association in accordance with the Commercial Rules of the
American Arbitration Association. The Parties shall submit briefs of no more than 10 pages
and the arbitration hearing shall be limited to two (2) days maximum. The arbitrator shall
apply Massachusetts law. Unless otherwise agreed by the Parties, arbitration will take
place in Boston, Massachusetts, U.S.A. Any court having jurisdiction over the matter may
enter judgment on the award of the arbitrator. Service of a petition to confirm the
arbitration award may be made by regular mail or by commercial express mail, to the
attorney for the Party or, if unrepresented, to the Party at the last known business
address. If however, Depositor or Beneficiary refuse to submit to arbitration, the matter
shall not be submitted to arbitration and Iron Mountain may submit the matter to any court
of competent jurisdiction for an interpleader or similar action. Unless adjudged
otherwise, any costs of arbitration incurred by Iron Mountain, including reasonable
attorneys fees and costs, shall be divided equally and paid by Depositor and Beneficiary.(p)
    
    Regulations. All Parties are responsible for and warrant, to the extent of
their individual actions or omissions, compliance with all applicable laws, rules and
regulations, including but not limited to: customs laws; import; export and re-export laws;
and government regulations of any country from or to which the Deposit Material may be
delivered in accordance with the provisions of this Agreement.(q)
    
    No Third Party Rights. This Agreement is made solely for the benefit of the
Parties to this Agreement and their respective permitted successors and assigns, and no
other person or entity shall have or acquire any right by virtue of this Agreement unless
otherwise agreed to by all the parties hereto.(r)
    
    Entire Agreement. The Parties agree that this Agreement, which includes all the
Exhibits attached hereto and all valid Work Requests submitted by the Parties, is the
complete agreement between the Parties hereto concerning the subject matter of this
Agreement and replaces any prior or contemporaneous oral or written communications between
the Parties. There are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. Each of the Parties
herein represents and warrants that the execution, delivery, and performance of this
Agreement has been duly authorized and signed by a person who meets statutory or other
binding approval to sign on behalf of its business organization as named in this Agreement.
This Agreement may only be modified by mutual written agreement of the Parties.(s)
    
    Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one
instrument.
  Page 5 of 10




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(t)
    
    Survival. Sections 6 (Term and Termination), 7 (General Indemnity), 8
(Warranties), 9 (Confidential Information), 10 (Limitation of Liability) 11(Consequential
Damages Waiver), and 12 (General) of this Agreement shall survive termination of this
Agreement or any Exhibit attached hereto.(u)
    
    Affiliates. Affiliates, as used herein, shall mean those entities controlled
by, or under common control with, a party of this Agreement. For purposes of the foregoing
definition control (including controlled by and under common control) shall mean
ownership of, or the right to acquire; (a) not less than fifty percent (50%) of the voting
stock of a corporation, (b) the right to vote not less than fifty (50%) of the voting stock
of a corporation, or (c) not less than fifty percent (50%) ownership interest in a
partnership or other business entity. It is the intention of the parties (i) that each
Affiliate shall be bound by the terms and conditions of this Agreement, (ii) that all of
the services provided under this
Agreement be made available to each Affiliate, (iii) each Affiliate shall be entitled to
enforce this Agreement against Iron Mountain and that (iv) each Affiliate shall be a third
party beneficiary of this Agreement.
  Page 6 of 10




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NOTE: SIGNATURE BLOCKS FOLLOW ON THE NEXT PAGE
 Agreement
 DEPOSITOR
    
    
    
    BENEFICIARY
 Company Name:
    
    Sierra Nevada Corporation.
    
    Company Name:
    
    ORBCOMM Inc.Signature:
    
    
    
    Signature:Print Name:
    
    
    
    Print Name:Title:
    
    
    
    Title:Date:
    
    
    
    Date:Email Address
    
    
    
    Email Address:
 IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.
 Signature:Print Name:Title:Date:Email Address:
    
    ipmclientservices@ironmountain.com
 NOTE: Authorized Person(s)/Notices Table, Billing Contact Information Table and exhibits
follow
  Page 7 of 10




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DEPOSITOR  Authorized Person(s)/Notices Table
  Company:
    
    Sierra Nevada CorporationAdministrative ContactPrint Name:Title:Email AddressAddress 1
    
    444 Salomon CircleAddress 2City/State/Province
    
    Sparks, NV.Postal/Zip Code
    
    89434-9651Phone Number
    
    775.331.0222Fax Number
    
    775.331.0370
 BENEFICIARY  Authorized Person(s)/Notices Table
  Company:
    
    Orbcomm, Inc.Administrative ContactPrint Name:Title:Email AddressAddress 1
    
    21700 Atlantic Blvd.Address 2City/State/Province
    
    Dulles, VAPostal/Zip Code
    
    20166Phone Number
    
    7034336000Fax Number
    
    7034336380
 IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.
 ipmclientservices@ironmountain.com
  Page 8 of 10




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Billing Contact Information Table
 Please provide the name and contact information of the Billing Contact under this Agreement.
All Invoices will be sent to this individual at the address set forth below.
 Print Name:
    
    
    
    Print Name:Title:
    
    
    
    Title:Email Address
    
    
    
    Email AddressStreet Address
    
    
    
    Street Address
    
    21700 Atlantic Boulevard, Ste 300Province/City/State
    
    
    
    Province/City/State
    
    Dulles, VAPostal/Zip Code
    
    
    
    Postal/Zip Code
    
    20166Phone Number
    
    
    
    Phone Number
    
    (703) 433-6420Fax Number
    
    
    
    Fax Number
    
    (703) 433-6380Purchase order #
    
    
    
    Purchase order #
  Page 9 of 10




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MUST BE COMPLETED Exhibit A  Escrow Service Work Request  Deposit Account Number:
 Paying PartyService Description  Three Party Escrow Agreement
    
    
    
    
    
    
    
    
    
    Check box toService
    
    All services are listed below. Services in shaded tables
    
    One-
    
    
    
    
    
    identify the PayingCheck box(es)
    
    are required for every new escrow account set up.
    
    Time
    
    Annual
    
    Party for eachto order service
    

Some services may not be available under the Agreement.
    
    Fees
    
    Fees
    
    service below.þ Setup Fee
    
    Iron Mountain will setup a new escrow deposit account
using a standard escrow agreement. Custom contracts are
subject to the Custom Contract Fee noted below.
    
    $1250
    
    
    
    o Depositor  OR þ Beneficiaryþ Deposit Account Fee-
including Escrow 
Management Center 
Access
    
    Iron Mountain will set up one deposit account to manage
and administrate access to Deposit Material that will be
securely stored in controlled media vaults. Furthermore,
Iron Mountain will provide account services that include
unlimited deposits, electronic vaulting, access to Iron
Mountain Connect Escrow Management Center for secure
online account management, submission of electronic Work
Requests, and communication of status. A Client Manager
will be assigned to each deposit account and provide
training upon request to facilitate secure Internet access
to the account and ensure fulfillment of Work Requests. An
oversize fee may apply.
    
    
    
    $1,000
    
    o Depositor  OR þ Beneficiaryþ Beneficiary Fee 
including Escrow 
Management Center 
Access
    
    Iron Mountain will fulfill a Work Request to add a
Beneficiary to an escrow deposit account and manage access
rights associated with the account. Beneficiary will have
access to Iron Mountain Connect Escrow Management Center
for secure online account management, submission of
electronic Work Requests, and communication of status. A
Client Manager will be assigned to each deposit account
and provide training upon request to facilitate secure
Internet access to the account and ensure fulfillment of
Work Requests.
    
    
    
    
    
    $700
    

o Depositor  OR 
þ Beneficiaryo Add Deposit 
Tracking 
Notification
    
    At least semi-annually, Iron Mountain will send an update
reminder to Depositor. Thereafter, Beneficiary will be
notified of last deposit.
    
    
    N/A
    
    
    $
    375
    
    
    o Depositor  OR o Beneficiaryo Add File List Test
    
    Iron Mountain will fulfill a Work Request to perform a
File List Test, which includes analyzing deposit media
readability, file listing, creation of file classification
table, virus scan, and assurance of completed deposit
questionnaire. A final report will be sent to the Paying
Party regarding the Deposit Material to ensure consistency
between Depositors representations (i.e., Exhibit B and
Supplementary Questionnaire) and stored Deposit Material.
    
    $
    2,500
    
    
    
    N/A
    
    
    o Depositor  OR o Beneficiaryo Add Level 1 
Inventory Test
    
    Iron Mountain will perform an Inventory Test on the
initial deposit, which includes Analyzing deposit media
readability, virus scanning, developing file
classification tables, identifying the presence/absence of
build instructions, and identifying materials required to
recreate the Depositors software development environment.
Output includes a report which will include build
instructions, file classification tables and listings. In
addition, the report will list required software
development materials, including, without limitation,
required source code languages and compilers, third-party
software, libraries, operating systems, and hardware, as
well as Iron Mountains analysis of the deposit. Fee
Contingencies Enclosed.
    
    $
    5,000
    
    
    
    N/A
    
    
    o Depositor  OR o Beneficiaryo Add Level 2 
Deposit Compile 
Test
    
    Iron Mountain will fulfill a Work Request to perform a
Deposit Compile Test, which includes the Inventory Test as
described above plus recreating the Depositors software
development environment, compiling source files and
modules, linking libraries and recreating executable code,
pass/fail determination, creation of comprehensive build
instructions with a final report sent to the Paying Party
regarding the Deposit Material.  The Paying Party and Iron
Mountain will agree on a custom Statement of Work (SOW)
prior to the start of fulfillment.
    
    Based on SOW
    
    
    N/A
    
    
    o Depositor  OR o Beneficiaryo Add Level 3 
Deposit Usability 
Test  Binary 
Comparison
    
    Iron Mountain will fulfill a Work Request to perform one
Deposit Compile Test Binary Comparison which includes a
comparison of the files built from the Deposit Compile
Test to the actual licensed technology on the
Beneficiarys site to ensure a full match in file size,
with a final report sent to the Requesting Party regarding
the Deposit Material.  The Paying Party and Iron Mountain
will agree on a custom Statement of Work (SOW) prior to
the start of fulfillment.
    
    Based on SOW
    
    
    N/A
    
    
    o Depositor  OR o Beneficiaryo Add Level 4 
Deposit Usability 
Test  Full 
Usability Test
    
    Iron Mountain will fulfill a Work Request to perform one
Deposit Compile Test Full Usability which includes a
confirmation that the built applications work properly
when installed. A final report will be sent to the Paying
Party regarding the Deposit Material.  The Paying Party
and Iron Mountain will agree on a custom Statement of Work
(SOW) prior to the start of fulfillment.
    
    Based on SOW
    
    
    N/A
    
    
    o Depositor  OR o Beneficiaryo Add Dual/Remote 
Vaulting
    
    Iron Mountain will fulfill a Work Request to store deposit
materials in one additional location as defined within the
Service Agreement. Duplicate storage request may be in
the form of either physical media or electronic storage.
    
    
    N/A
    
    
    $
    500
    
    
    o Depositor  OR o Beneficiaryo Release Deposit 
Material
    
    Iron Mountain will process a Work Request to release
Deposit Material by following the specific procedures
defined in Exhibit C Release of Deposit Materials the
Escrow Service Agreement.
    
    $
    500
    
    
    
    N/A
    
    
    o Depositor  OR o Beneficiaryo Add Custom Services
    
    Iron Mountain will provide its Escrow Expert consulting
based on a custom SOW mutually agreed to by all Parties.
    
    $175/hour
    
    
    N/A
    
    
    o Depositor  OR o Beneficiaryo Custom Contract Fee
    
    Custom contracts are subject to the Custom Contract Fee,
which covers the review and processing of custom or
modified contracts.
    
    $
    500
    
    
    
    N/A
    
    
    o Depositor  OR o Beneficiary
   Page 10 of 10




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Exhibit B  Deposit Material Description
 Company Name: Sierra nevada Corporation Escrow Account Number:
 Deposit Name  and Deposit Version
 Deposit Media (Please Label All Media with the Deposit Name Provided Above)
 Media Type
    
    Quantity
    
    Media Type
    
    Quantityþ
o CD-ROM / DVD
    
    
    

o 3.5 Floppy Disko DLT Tape
    
    
    
    o Documentationo DAT Tape
    
    
    

o Hard Drive / CPUo Circuit Board
 Total Size of Transmission(specify in bytes)
    
    # of Files
    
    # of Folderso Internet File Transfero Other (please describe below):
 Deposit Encryption
 Is the media or are any of the files encrypted? o Yes or þ No
 If yes, please include any passwords and decryption tools description below. Please also
deposit all necessary encryption software with this deposit.
 Encryption tool name
    
    
    
    Version
 Hardware
required
 Software
required
 Other
required information
 Deposit Certification
 o I certify for Depositor that the above
described Deposit Material has been
transmitted electronically or sent via
commercial express mail carrier to
Iron Mountain at the address below.
    

o Iron Mountain has inspected and
accepted the above described
Deposit Material either
electronically or physically.
Iron Mountain will notify
Depositor of any discrepancies.Name:
    
    Name:Print Name:
    
    Print Name:Date:
    
    Date:Email Address:Telephone Number:Fax Number:
 Note: If Depositor is physically sending Deposit Material to Iron Mountain, please label
all media and mail all Deposit Material with the appropriate Exhibit B via commercial express
carrier to the following address:
 Iron Mountain Intellectual Property Management, Inc.
    
    Telephone: 800-875-5669Attn: Vault Administration
    
    Facsimile: 770- 239-92012100 Norcross Parkway, Suite 150Norcross, GA 30071
 FOR IRON MOUNTAIN USE ONLY: (NOTED DISCREPANCIES ON VISUAL INSPECTION)




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##### 



Exhibit C
 RELEASE OF DEPOSIT MATERIALS
Deposit Account Number:
  1.
    
    Release Conditions. The Depositor and Beneficiary agree that a
Work Request for the release of the Deposit Material shall be based solely on one
or more of the following conditions (defined as Release Conditions):
 (i)
    
    Depositors breach of the license agreement or other agreement between the
Depositor and the Beneficiary regulating the use of the Deposit Material covered
under this Agreement; or
 (ii)
    
    Failure of the Depositor to function as a going concern or to operate in
the ordinary course; or
 (iii)
    
    Depositor is subject to voluntary or involuntary bankruptcy.
 2.
    
    Release Work Request. A Beneficiary may submit a Work Request to
Iron Mountain to release the Deposit Material covered under this Agreement. Iron
Mountain will send a written notice of this Beneficiary Work Request within five
(5) business days to the Depositors Authorized Person(s).
 3.
    
    Contrary Instructions. From the date Iron Mountain mails written
notice of the Beneficiary Work Request to release Deposit Material covered under
this Agreement, Depositor authorized representative(s) shall have ten (10)
business days to deliver to Iron Mountain contrary instructions. Contrary
instructions shall mean the written representation by Depositor that a Release
Condition has not occurred or has been cured (Contrary Instructions). Contrary
Instructions shall be on company letterhead and signed by an authorized Depositor
representative. Upon receipt of Contrary Instructions, Iron Mountain shall
promptly send a copy to Beneficiarys Authorized Person(s). Additionally, Iron
Mountain shall notify both Depositor and Beneficiary Authorized Person(s) that
there is a dispute to be resolved pursuant to the Disputes provisions of this
Agreement. Iron Mountain will continue to store Deposit Material without release
pending (i) joint instructions from Depositor and Beneficiary with instructions to
release the Deposit Material; or (ii) dispute resolution pursuant to the Disputes
provisions of this Agreement; or (iii) receipt of an order from a court of
competent jurisdiction.
 4.
    
    Release of Deposit Material. If Iron Mountain does not receive
Contrary Instructions from an authorized Depositor representative, Iron Mountain
is authorized to release Deposit Material to the Beneficiary or, if more than one
Beneficiary is registered to the deposit, to release a copy of Deposit Material to
the Beneficiary. Iron Mountain is entitled to receive any undisputed, unpaid
Service Fees due Iron Mountain from the Parties before fulfilling the Work Request
to release Deposit Material covered under this Agreement. Any Party may cure a
default of payment of Service Fees.
 5.
    
    Termination of Agreement Upon Release. This Agreement will
terminate upon the release of Deposit Material held by Iron Mountain.
 6.
    
    Right to Use Following Release. Beneficiary has the right under
this Agreement to use the Deposit Material for the sole purpose of continuing the
benefits afforded to Beneficiary by the License Agreement. Notwithstanding, the
Beneficiary shall not have access to the Deposit Material unless there is a
release of the Deposit Material in accordance with this Agreement. Beneficiary
shall be obligated to maintain the confidentiality of the released Deposit
Material.




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ESCROW DEPOSIT QUESTIONNAIRE
 Introduction
  Purpose of Questionnaire
  Instructions
 verification@ironmountain.com
 Escrow Deposit Questionnaire
 General Description
 (i)
    
    What is the general function of the software to be placed into escrow?(ii)
    
    On what media will the source code be delivered?3.
    
    What is the size of the deposit in megabytes?
 Requirements for the Execution of the Software Protected by the Deposit
 1.
    
    What are the system hardware requirements to successfully execute the software?
(memory, disk space, etc.)2.
    
    How many machines are required to completely set up the software?
 3.
    
    What are the software and system software requirements, to execute the software and
verify correct operation?
 Requirements for the Assembly of the Deposit
 A.
    
    Describe the nature of the source code in the deposit. (Does the deposit include
interpreted code, compiled source, or a mixture? How do the different parts of the deposit
relate to each other?)B.
    
    How many build processes are there?
 C.
    
    How many unique build environments are required to assemble the material in the escrow
deposit into the deliverables?
 D.
    
    What hardware is required for each build environment to compile the software?
(including memory, disk space, etc.)
 E.
    
    What operating systems (including versions) are used during compilation? Is the
software executed on any other operating systems/version?
 F.
    
    How many separate deliverable components (executables, share libraries, etc.) are
built?
 G.
    
    What compilers/linkers/other tools (brand and version) are necessary to build the
application?
 H.
    
    What, if any, third-party libraries are used to build the software?
 I.
    
    How long does a complete build of the software take? How much of that time requires
some form of human interaction and how much is automated?
 J.
    
    Do you have a formal build document describing the necessary steps for system
configuration and compilation?
 K.
    
    Do you have an internal QA process? If so, please give a brief description of the
testing process.
 L.
    
    Please list the appropriate technical person(s) Iron Mountain may contact regarding
this set of escrow deposit materials.
 Please provide your technical verification contact information below:
 COMPANY:SIGNATURE:PRINT NAME:ADDRESS 1:ADDRESS 2:CITY, STATE, ZIPTELEPHONE:EMAIL ADDRESS:
 978-667-3601 ext. 100 mailto: verification@ironmountain.com




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1. SOFTWARE DEPOSIT
      1.1 FLIGHT SOFTWARE SOURCE CODE
  1.2




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##### 



AGREED:ORBCOMM INC.
    
    
    
    Sierra Nevada CorporationBy:
    
    
    
    Date:
    
    By:
    
    
    
    Date:ACCEPTED:IRON MOUNTAINBy:
    
    
    
    Date:




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##### 



Exhibit G
 SECURED CREDIT FACILITY
 THIS EXHIBIT IS ONLY INTENDED TO OUTLINE THE MATERIAL TERMS AROUND WHICH A MORE DETAILED DEFINITIVE
AGREEMENT, WITH OTHER CUSTOMARY TERMS, CAN BE COMPLETED IN THE EVENT THAT BORROWER ELECTS TO
ESTABLISH THE CREDIT FACILITY.




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##### 



ORBCOMM Inc.
    
    BAFO Process
   Item
    
    Notes/StatusA. FINANCIALA1
    
    Most recent audited financial report
(financial statements with footnotes) -2006.
    
    Posted in Data RoomA2
    
    Unaudited financial report for most recent
fiscal year (financial statements with
footnotes) -2007.
    
    Posted in Data RoomA3
    
    Unaudited financial statements with full year
Proforma for current fiscal year  2008.
    
    Posted in Data RoomA4
    
    Forecast/plan for the period of 2008-2009.
    
    Posted in Data RoomA5
    
    Contact information for major suppliers/Team
Members of the contract.
    
    Posted in Data RoomA6
    
    List of major customers, with contact
information  Top five customers based on
contract value.
    
    Posted in Data RoomB. GENERAL CORPORATEB1
    
    Organization chart (including Board members).
    
    Posted in Data RoomB2
    
    Certified copy of Articles/Certificate of
Incorporation and amendments.
    
    Posted in Data Room
Including Letter
from NV Sec. of
State regarding
1966 Amendment.B3
    
    Certified copy of Bylaws and amendments.
    
    Posted in Data RoomB4
    
    List of subsidiaries, affiliates, branches,
partnerships, joint ventures, sales offices,
etc.
    
    Posted in Data Room
 Confidential
    
    
    
    5/5/2008




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##### 



ORBCOMM Inc.
    
    BAFO Process
 Item
    
    Notes/StatusB5
    
    Summary of insurance coverage, including
casualty, business interruption, liability,
D&O, key man, etc.  company, agent, coverage.
    
    Posted in Data RoomC. CAPITAL STOCKC1
    
    List of common stockholders, option holders,
warrant holders, preferred stock holders,
convertible debt holders, committed share
issuances, etc. (include amounts owned, date
of grant, vesting schedule, etc.).
    
    Posted in Data RoomC2
    
    Copy of any agreements with shareholders
(e.g., voting agreements, registration rights
agreements).
    
    Except as otherwise
provided in the
organizational
documents, there are
no separate
agreements.D. TAX/Export LicensingD1
    
    Diagram of corporate structure and tax profile
of each entity (C-corp,
S-corp, etc.).
    
    Posted in Data RoomD2
    
    Copies of all TAAs related to the contract
and contact name for customs and export
licensing.
    
    Posted in Data RoomE. GENERAL CONTRACTE1
    
    Copies of all license agreements involving
patents, trade secrets, cross licenses,
trademarks, copyrights, licenses, second
souring, development arrangements (including
software), etc., both by third parties to the
company and by the company to third parties in
each case related to the contract.
    
    To be provided upon
execution of
contracts with
vendors.E2
    
    Copies of all lending agreement/documents.
    
    Posted in Data RoomE3
    
    Description of any material joint ventures,
strategic alliance, and corporate partnership
agreements.
    
    None.E4
    
    Copies of all other contracts to which company
is a party which are material  Top five
highest contract value contracts with periods
of performance and contract value provided
cumulatively.
    
    Posted in Data RoomE5
    
    Copies of final statements of work and
contracts with Team Members (Pricing items can
be redacted).
    
    Posted in Data RoomF. PRODUCT/CONTRACT SPECIFICF1
    
    Please provide an updated list the individuals
who will be working on the contract. For each
such individual, provide: (a) job title; (b)
present company and/or academic affiliations;
(c) company and/or academic affiliations; (d)
copies of non-disclosure agreements.
    
    Posted in Data Room
 Confidential
    
    
    
    5/5/2008




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##### 



ORBCOMM Inc.
    
    BAFO Process
 Item
    
    Notes/StatusG. PERSONNEL RELATEDG1
    
    Summary of key management personnel (officers,
directors, others).
    
    As provided in B1, B4G2
    
    Summary of key personnel (engineering,
manufacturing, others) to be listed on Exhibit
C of the contract including names, ages,
responsibilities, educational background and
recent business experience, that are important
to this contract. Please provide an updated
organizational chart that ties into the key
personnel listed on Exhibit C of the contract.
    
    Posted in Data Room
 Confidential
    
    
    
    5/5/2008