WHEREAS, pursuant to the Insurer Settlement Agreement (i) ORBCOMM acknowledged and agreed thateach of the Insurers is subrogated, but only to the extent of its respective proportion of theSettlement Amount (as defined therein) paid by such Insurer, to any and all rights, actions, causesof action, and claims of any kind in contract, tort, and/or otherwise that ORBCOMM now has or mayhave against any persons, entity, firm ororganizations arising from or in connection with or relating to the loss or failure of theInsured Satellites, in accordance with CONDITION 8 (Subrogation) of the Policy, includingbut not limited to under any warranty provided by OHB (“Insurers’ Subrogation Claim”); and (ii)each of the Insurers acknowledged and agreed that the Insurers are not subrogated into any ofORBCOMM’s rights to the extent of and in proportion to the coinsurance provided by ORBCOMM underthe Policy, being $10,000,000 of the total amount of insurance of $60,000,000 (“ORBCOMM’s Pro-RataRetained Claim”), which rights remain with ORBCOMM, and that in accordance therewith ORBCOMM mayindependently settle or pursue its own recovery action against any party, provided that ORBCOMMshall do nothing to prejudice the Insurers’ rights of recovery; andWHEREAS, simultaneously with the execution hereof, ORBCOMM Inc. and OHB System have enteredinto an AIS Satellite Deployment and License Agreement for OHB System, through its affiliateLuxspace Sarl, to design, construct and launch two (2) Automatic Identification Systemmicrosatellites, any required ground support equipment and provide the launch services andexclusive licenses as set forth therein; and as part of and in consideration of such agreement, (i)ORBCOMM and OHB wish to settle and release each Party’s claims arising from or relating to QuickLaunch satellite #6, which is not an Insured Satellite under the Policy and (ii) ORBCOMM wishes tosettle and release OHB of its claims arising from ORBCOMM’s Pro-Rata Retained Claim, in each casein accordance with the terms of this Agreement.
 
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NOW, THEREFORE, in consideration of the mutual agreements and conditions set forth herein, andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Parties agree as follows:1. Mutual Release — Quick Launch #6. Effective upon the execution by OHB System andORBCOMM Inc. of the AIS Satellite Deployment and License Agreement, except as set forth inparagraph 2 below, the Parties release each other as follows (the “Mutual Release”):The Parties hereby forever release, acquit, and discharge, and covenantnot to sue each other, and each of their respectivesuccessors, parents, subsidiaries, trustees of each, and affiliates, andeach of their respective past, present and future officers, directors,stockholders, partners, agents, representatives, and attorneys from anyand all claims and possible claims, demands, sums of money, actions,rights, obligations, and liabilities of whatever kind, nature ordescription, direct or indirect, whether known or unknown, hidden orconcealed, suspected or unsuspected, or hereafter discovered orascertained, whether or not accrued or asserted, in law or in equity, incontract or in tort or otherwise, made or which could have been made byreason of any matter, cause or thing in any way arising from or relatingto Quick Launch satellite #6.2. Exclusions to the Mutual Release. For the avoidance of doubt, the following areexcluded from the Mutual Release: (i) any and all rights, actions, causes of action, defenses andclaims of any kind in contract, tort, and/or otherwise that the Insurers now have or may haveagainst any persons, entity, firm or organizations arising from or in connection with or relatingto the loss or failure of the Insured Satellites, including but not limited to under any warrantyprovided by OHB or any claims or matter related to the Insured Satellites, (ii) any and all rights,actions, causes of action, defenses and claims of any kind in contract, tort, and/or otherwise thatthe Parties now have or may have against any persons, entity, firm or organizations arising from orin connection with or relating to the loss or failure of the Insured Satellites and (iii) except asset forth in paragraph 1, any rights, actions, causes of action, defenses and claims of any kindthat OHB now has or may have against ORBCOMM pursuant to the Satellite Agreements (other than withrespect to Quick Launch satellite #6); provided that ORBCOMM shall retain all rights in defense ofany such claims referred to in this clause (iii).
 
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3. ORBCOMM Release — ORBCOMM’s Pro-Rata Retained Claim. Effective upon the executionby OHB System and ORBCOMM Inc. of the AIS Satellite Deployment and License Agreement, except as setforth in paragraph 4 below, ORBCOMM releases OHB as follows (the “ORBCOMM Release”):ORBCOMM hereby forever releases, acquits, and discharges, and covenantsnot to sue OHB, and its successors, parents, subsidiaries, trustees ofeach, and affiliates, and its past, present and future officers,directors, stockholders, partners, agents, representatives, andattorneys (collectively, “OHB Released Parties”) from any and allclaims and possible claims, demands, sums of money, actions, rights,obligations, and liabilities of whatever kind, nature or description,direct or indirect, whether known or unknown, hidden or concealed,suspected or unsuspected, or hereafter discovered or ascertained,whether or not accrued or asserted, in law or in equity, in contract orin tort or otherwise, made or which could have been made by reason ofany matter, cause or thing arising from ORBCOMM’s Pro-Rata RetainedClaim.4. Exclusions to the ORBCOMM Release. For the avoidance of doubt, the following areexcluded from the ORBCOMM Release: (i) the Insurers’ Subrogation Claim and (ii) all of ORBCOMM’srights in defense of any claims by any persons in any way arising from ORBCOMM’s Pro Rata RetainedClaim, the Satellite Agreements or the Insured Satellites. The ORBCOMM Release shall be null andvoid in all respects if any OHB Released Parties bring any legal or arbitral proceeding againstORBCOMM or its affiliates in any way arising from ORBCOMM’s Pro-Rata Retained Claim, the SatelliteAgreements or the Insured Satellites.5. Self-Operative Release. The Mutual Release and ORBCOMM Release set forth in thisAgreement shall be self-operative upon the exchange of fully-executed copies of this Agreement.6. Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the Parties hereto, their respective successors and permitted assigns. Neither thisAgreement nor any interests or obligations of either Party hereunder shall be assigned ortransferred (by operation of law or otherwise) to any person without the prior written consent ofthe other Party.
 
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7. Entire Agreement. This Agreement contains the entire agreement between the Partieswith respect to the subject matter of this Agreement, and supersedes any and all prior agreementsand understandings, whether oral or written, between the Parties with respect to the subject matterof this Agreement. This Agreement may be amended only by an agreement in writing signed by aduly-authorized representative of each of the Parties hereto.8. Counterparts. This Agreement may be executed in one or more original counterparts,such that when the executed signature pages are taken together, they shall constitute an original.9. Confidentiality. Other than the fact of settlement, the facts regarding the claimsand this settlement shall be confidential except to the extent that such disclosure is reasonablynecessary for purposes of (i) communicating financial and other disclosure information and resultsto investors; (ii) responding to inquiries or requests from regulatory agencies or self-regulatoryagencies; (iii) obtaining legal, accounting or other professional services; (iv) enforcing theAgreement; (v) dealing with the Insurers or other insurance carriers; and (vi) responding to otherinquiries as may be legally required.10. Representations of Parties. The Parties represent that they have read the termsof this Agreement, that such terms are fully understood by each of them, that they have authorityto enter into the same, and that they have entered into this Agreement voluntarily with fullknowledge of the effect thereof. The individuals executing this Agreement on behalf of the Partiesrepresent that they have full power and authority to execute it on behalf of such Party.11. No Admissions of Liability and Fault. Neither the execution and acceptance ofthis Agreement, nor the performance of obligations hereunder, shall constitute in any manner, or isto be presumed, construed, or deemed to be an admission of liability, fault, wrongdoing, ormisconduct, of any kind by any Party.12. Interpretation. The Mutual Release and ORBCOMM Release set forth in thisAgreement shall not be interpreted to prejudice (i) the Insurers’ right of recovery against OHB, ifany, with respect to the Insured Satellites or the Insurers’ Subrogation Claim; or (ii) eitherParty’s defenses with respect to the Insured Satellites or the Insurers’ SubrogationClaim. This Agreement shall be interpreted, construed and enforced according to thesubstantive laws of the State of New York. Any dispute arising out of this Agreement, or thebreach thereof, shall be brought in a court of competent jurisdiction in the State of New York, theparties expressly consenting to venue in the State of New York.
 
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IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the date firstwritten above.      **OHB-SYSTEM AG**