ORBCOMM CORP S-1/A

AMENDMENT NO. 3 TO FORM S-1

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED CERTIFICATE OF INC

FORM OF SUBSCRIPTION AGREEMENT

FORM OF UNIT EXCHANGE & REGISTRATION RIGHTS AGRMNT

FORM OF SHARE ISSUANCE AGREEMENT

FORM OF LOCK-UP AGREEMENT

OPINION OF LATHAM & WATKINS

FORM OF AMENDED & RESTATED AGRMNT OF LTD PRTNRSHIP

FORM OF AGREEMENT NO. 2 TO RESTATED MASTER AGRMNT

FORM OF AGREEMENT NO. 5 TO ORBCOMM SYSTEM

FORM OF AGREEMENT NO. 1 TO PROPRIETARY INFO AGRMNT

FORM OF OCC CONSULTING AGREEMENT

FORM OF COMPANY ADMINISTRATIVE SERVICES AGRMNT

CONSENT OF KPMG PEAT MARWICK LLP

CONSENT OF WAN AISHAH WAN HAMID