10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 001-33118

ORBCOMM INC.

(Exact name of registrant as specified in its charter)

Delaware	41-2118289
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

395 W. Passaic Street, Rochelle Park, New Jersey 07662

(Address of principal executive offices)

703-433-6300

(Registrant’s telephone number)

N/A

(Former name, former address and formal fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the registrant’s common stock as of August 1, 2013 is 47,424,383.

TABLE OF CONTENTS

Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive Income	5
Condensed Consolidated Statements of Cash Flows	6
Condensed Consolidated Statements of Changes in Equity	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures about Market Risks	29
Item 4. Disclosure Controls and Procedures	29
PART II — OTHER INFORMATION	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	30
SIGNATURES	31
EXHIBIT INDEX	31
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

ORBCOMM Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)

	June 30,			December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	46,094		$	34,783
Marketable securities		31,917			27,969
Accounts receivable, net of allowances for doubtful accounts of $321 and $300		13,520			10,703
Inventories		4,272			3,748
Prepaid expenses and other current assets		2,408			1,484
Deferred tax assets		136			164
Total current assets		98,347			78,851
Satellite network and other equipment, net		119,865			101,208
Goodwill		19,900			14,740
Intangible assets, net		11,134			7,791
Restricted cash		2,195			2,195
Deferred tax assets		395			398
Other assets		2,721			1,583
Total assets	$	254,557		$	206,766
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,765		$	2,899
Accrued liabilities		9,097			11,271
Current portion of deferred revenue		3,787			2,394
Total current liabilities		15,649			16,564
Note payable—related party		1,480			1,503
Note payable, net of current portion		45,000			3,398
Deferred revenue, net of current portion		2,160			1,959
Deferred tax liabilities		550			397
Other liabilities		1,627			557
Total liabilities		66,466			24,378
Commitments and contingencies
Equity:
ORBCOMM Inc. stockholders’ equity
Preferred Stock Series A, par value $0.001; 1,000,000 shares authorized; 153,466 and 161,359 shares issued and outstanding		1,533			1,612
Common stock, par value $0.001; 250,000,000 shares authorized; 47,371,047 and 46,783,568 shares issued		47			47
Additional paid-in capital		251,555			248,469
Accumulated other comprehensive income		417			633
Accumulated deficit		(65,193	)		(67,956	)
Less treasury stock, at cost, 29,990 shares at June 30, 2013 and December 31, 2012		(96	)		(96	)
Total ORBCOMM Inc. stockholders’ equity		188,263			182,709
Noncontrolling interests		(172	)		(321	)
Total equity		188,091			182,388
Total liabilities and equity	$	254,557		$	206,766

See notes to condensed consolidated financial statements.

3

ORBCOMM Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Revenues:
Service revenues	$	13,517		$	12,418		$	27,407		$	23,949
Product sales		5,042			3,901			7,872			8,249
Total revenues		18,559			16,319			35,279			32,198
Costs and expenses (1):
Costs of services		5,349			4,950			10,982			9,656
Costs of product sales		4,200			2,568			6,374			5,671
Selling, general and administrative		6,697			5,599			13,058			10,940
Product development		494			622			1,287			1,181
Acquisition-related costs		216			210			620			633
Total costs and expenses		16,956			13,949			32,321			28,081
Income from operations		1,603			2,370			2,958			4,117
Other income (expense):
Interest income		12			23			29			50
Other income (expense)		352			5			341			52
Gain on extinguishment of debt, net of expenses		—			—			—			1,062
Interest expense		(5	)		(8	)		(51	)		(32	)
Total other income (expense)		359			20			319			1,132
Income before income taxes		1,962			2,390			3,277			5,249
Income taxes		204			402			349			796
Net income		1,758			1,988			2,928			4,453
Less: Net income attributable to the noncontrolling interests		72			106			134			162
Net income attributable to ORBCOMM Inc.	$	1,686		$	1,882		$	2,794		$	4,291
Net income attributable to ORBCOMM Inc. common stockholders	$	1,671		$	1,865		$	2,763		$	4,255
Per share information-basic:
Net income attributable to ORBCOMM Inc.	$	0.04		$	0.04		$	0.06		$	0.09
Per share information-diluted:
Net income attributable to ORBCOMM Inc.	$	0.03		$	0.04		$	0.06		$	0.09
Weighted average common shares outstanding:
Basic		47,296			46,706			47,068			46,529
Diluted		48,430			47,146			48,309			47,049
(1) Stock-based compensation included in costs and expenses:
Costs of services	$	54		$	70		$	121		$	114
Costs of product sales		24			1			47			9
Selling, general and administrative		496			352			992			623
Product development		20			43			60			64
	$	594		$	466		$	1,220		$	810

See notes to condensed consolidated financial statements.

4

ORBCOMM Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Net income	$	1,758		$	1,988		$	2,928		$	4,453
Other comprehensive income (loss), net of tax-
Foreign currency translation adjustments		(47	)		265			(201	)		(190	)
Other comprehensive income (loss)		(47	)		265			(201	)		(190	)
Comprehensive income		1,711			2,253			2,727			4,263
Less comprehensive income (loss) attributable to noncontrolling interests		(58	)		(240	)		(149	)		(217	)
Comprehensive income attributable to ORBCOMM Inc.	$	1,653		$	2,013		$	2,578		$	4,046

See notes to condensed consolidated financial statements.

5

ORBCOMM Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Six months ended
	June 30,
	2013			2012
Cash flows from operating activities:
Net income	$	2,928		$	4,453
Adjustments to reconcile net income to net cash provided by operating activities:
Change in allowance for doubtful accounts		21			31
Change in the fair value of acquisition-related contingent consideration		—			30
Amortization of the fair value adjustment related to StarTrak warranty liabilities		(13	)		(148	)
Depreciation and amortization		2,628			2,190
Stock-based compensation		1,220			810
Foreign exchange (gains) losses		57			(49	)
Amortization of premium on marketable securities		170			382
Increase in fair value of indemnification assets		(60	)		(34	)
Deferred income taxes		170			150
Gain on extinguishment of debt and accounts payable		—			(1,214	)
Amortization of transition shared services		—			106
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(2,802	)		(1,994	)
Inventories		877			833
Prepaid expenses and other assets		(609	)		454
Accounts payable and accrued liabilities		(1,996	)		(1,344	)
Deferred revenue		(447	)		556
Other liabilities		11			(91	)
Net cash provided by operating activities		2,155			5,121
Cash flows from investing activities:
Capital expenditures		(21,623	)		(8,595	)
Purchases of marketable securities		(51,448	)		(34,599	)
Proceeds from maturities of marketable securities		47,330			36,808
Acquisition of net assets of GlobalTrak, net of cash acquired of $1,037		(1,953	)		—
Acquisition of net assets of MobileNet		(3,203	)		—
Change in restricted cash		—			1,025
Acquisition of net assets of LMS		—			(4,000	)
Net cash used in investing activities		(30,897	)		(9,361	)
Cash flows from financing activities
Proceeds received from issuance of $45,000 Senior Notes		45,000			—
Cash paid for debt issuance costs		(1,267	)		—
Proceeds received from exercise of stock options		161			—
Purchase of noncontrolling ownership interests in Satcom International Group plc		—			(199	)
Repayment of Satcom notes payable		—			(253	)
Principal payments of note payable		(3,450	)		(125	)
Principal payments of capital leases		(117	)		(228	)
Net cash provided by (used in) financing activities		40,327			(805	)
Effect of exchange rate changes on cash and cash equivalents		(274	)		(197	)
Net increase (decrease) in cash and cash equivalents		11,311			(5,242	)
Cash and cash equivalents:
Beginning of period		34,783			35,061
End of period	$	46,094		$	29,819
Supplemental disclosures of cash flow information:
Cash paid for
Interest	$	2,119		$	110
Income taxes	$	887		$	753
Supplemental schedule of noncash investing and financing activities
Noncash investing and financing activities:
Capital expenditures incurred not yet paid	$	664		$	487
Stock-based compensation included in capital expenditures	$	51		$	36
Series A convertible preferred stock dividend paid in-kind	$	31		$	36
Issuance of common stock in connection with the acquisition of LMS	$	—		$	2,123
Issuance of common stock in connection with the acquisition of Mobilenet	$	1,633		$	—
Unpaid debt issuance costs included in accrued liabilities	$	46		$	—
Issuance of common stock in connection with the purchase of Satcom’s shares from noncontrolling ownership interests	$	—		$	1,000
AIS satellites accounted for as a capital lease	$	—		$	903
Acquisition-related contingent consideration	$	1,539		$	740
Common stock redeemed in treasury stock from closing of escrow agreement	$	—		$	96
Fair value adjustment relating to the StarTrak warranty liabilities from finalizing the purchase price allocation	$	—		$	523
Gateway and components recorded in inventory in prior years which were used for construction under satellite network and other equipment	$	31		$	31

See notes to condensed consolidated financial statements.

6

ORBCOMM Inc.

Condensed Consolidated Statements of Changes in Equity

Six months ended June 30, 2013 and 2012

(in thousands, except share data)

(Unaudited)

	Series A convertible Preferred stock						Common stock				Additional paid-in			Accumulated other comprehensive			Accumulated			Treasury stock						Noncontrolling			Total
	Shares			Amount			Shares		Amount		capital			income			deficit			Shares			Amount			interests			equity
Balances, January 1, 2013		161,359		$	1,612			46,783,568	$	47	$	248,469		$	633		$	(67,956	)		(29,990	)		(96	)	$	(321	)	$	182,388
Vesting of restricted stock units		—			—			83,821		—		—			—			—			—			—			—			—
Stock-based compensation		—			—			—		—		1,182			—			—			—			—			—			1,182
Conversion of Series A convertible preferred stock to common stock		(11,011	)		(110	)		18,345		—		110			—			—			—			—			—			—
Issuance of common stock in connection with the acquisition of MobileNet		—			—			329,344		—		1,633			—			—			—			—			—			1,633
Exercise of stock options		—			—			69,535		—		161			—			—			—			—			—			161
Exercise of SARs		—			—			86,434		—		—																		—
Series A convertible preferred stock dividend		3,118			31			—		—		—			—			(31	)		—			—			—			—
Net income		—			—			—		—		—			—			2,794			—			—			134			2,928
Foreign currency translation adjustments		—			—			—		—		—			(216	)		—			—			—			15			(201	)
Balances, June 30, 2013		153,466		$	1,533			47,371,047	$	47	$	251,555		$	417		$	(65,193	)		(29,990	)	$	(96	)	$	(172	)	$	188,091
Balances, January 1, 2012		186,265		$	1,861			45,668,527	$	46	$	244,543		$	1,352		$	(76,629	)		—			—		$	(596	)	$	170,577
Vesting of restricted stock units		—			—			120,000		—		—			—			—			—			—			—			—
Stock-based compensation		—			—			—		—		846			—			—			—			—			—			846
Conversion of Series A convertible preferred stock to common stock		(15,861	)		(159	)		26,536		—		159			—			—			—			—			—			—
Issuance of common stock in connection with the acquisition of LMS		—			—			645,162		1		2,122			—			—			—			—			—			2,123
Issuance of common stock in connection with the purchase of noncontrolling ownership interests in Satcom		—			—			263,133		—		(395	)		16			—			—			—			180			(199	)
Common stock redeemed through treasury from closing of escrow agreement		—			—			—		—		—			—			—			(29,990	)		(96	)		—			(96	)
Exercise of SARs		—			—			9,200		—		—			—			—			—			—			—			—
Series A convertible preferred stock dividend		3,608			36			—		—		—			—			(36	)		—			—			—			—
Net income		—			—			—		—		—			—			4,291			—			—			162			4,453
Foreign currency translation adjustments		—			—			—		—		—			(245	)		—			—			—			55			(190	)
Balances, June 30, 2012		174,012		$	1,738			46,732,558	$	47	$	247,275		$	1,123		$	(72,374	)		(29,990	)	$	(96	)	$	(199	)	$	177,514

See notes to condensed consolidated financial statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Overview

ORBCOMM Inc. (“ORBCOMM” or the “Company”), a Delaware corporation, is a global wireless data communications company focused on machine-to-machine (“M2M”) communications. The Company’s services are designed to enable businesses and government agencies to track, monitor, and control and communicate with fixed and mobile assets. The Company operates a two-way global wireless data messaging system optimized for narrowband data communication. The Company also provides customers with technology to proactively monitor, manage and remotely control refrigerated transportation assets. This technology enables the Company to expand its global technology platform by transferring capabilities across new and existing vertical markets and deliver complementary products to our channel partners and resellers worldwide. The Company provides these services through a constellation of 25 owned low-Earth orbit, or LEO satellites, 2 AIS microsatellites and accompanying ground infrastructure, and also provides terrestrial-based cellular communication services through reseller agreements with major cellular wireless providers. The Company’s satellite-based system uses small, low power, fixed or mobile satellite subscriber communicators (“Communicators”) for connectivity, and cellular wireless subscriber identity modules, or SIMS that are connected to the cellular wireless providers’ networks, with these systems capable of being connected to other public or private networks, including the Internet (collectively, the “ORBCOMM System”).

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to SEC rules. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

In the opinion of management, the financial statements as of June 30, 2013 and for the three and six month periods ended June 30, 2013 and 2012 include all adjustments (including normal recurring accruals) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

The financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries, and investments in variable interest entities in which the Company is determined to be the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The portions of majority-owned subsidiaries that the Company does not own are reflected as noncontrolling interests in the condensed consolidated balance sheets.

Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s condensed consolidated results of operations.

Although the Company owns interests in companies that it accounts for pursuant to the equity method, the investments in those entities had no carrying value as of June 30, 2013 and December 31, 2012. The Company has no guarantees or other funding obligations to those entities. The Company had no equity or losses of those investees for the three and six months ended June 30, 2013 and 2012.

When the Company does not exercise significant influence over the investee the investment is accounted under the cost method.

Acquisition costs

Acquisition-related costs directly relate to acquisitions. These costs include professional services expenses. For the three months ended June 30, 2013 and 2012, acquisition-related costs were $216 and $210, respectively. For the six months ended June 30, 2013 and 2012, acquisition-related costs were $620 and $633, respectively.

Fair Value of Financial instruments

The Company has no financial assets or liabilities that are measured at fair value on a recurring basis. However, if certain triggering events occur the Company is required to evaluate the non-financial assets for impairment and any resulting asset impairment would require that a non-financial asset be recorded at the fair value. FASB Topic ASC 820 “Fair Value Measurement Disclosure”, prioritizes inputs used in measuring fair value into a hierarchy of three levels: Level 1- unadjusted quoted prices for identical assets or liabilities traded in active markets, Level 2- inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3- unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions that market participants would use in pricing.

The carrying value of the Company’s financial instruments, including cash, accounts receivable, note receivable and accounts payable approximated their fair value due to the short-term nature of these items. The carrying value of the Senior Notes approximated its fair value due to the recent issuance (See Note 14). The fair value of the Note payable-related party is de minimis.

Marketable securities

Marketable securities consist of debt securities including U.S. government and agency obligations, corporate obligations and FDIC-insured certificates of deposit, which have stated maturities ranging from three months to less than one year. The Company classifies these securities as held-to-maturity since it has the positive intent and ability to hold until maturity. These securities are carried at amortized cost. The changes in the fair value of these marketable securities, other than impairment charges, are not reported in the consolidated financial statements. The fair value of the Company’s marketable securities approximates their carrying value (See Note 7).

Concentration of credit risk

The Company’s customers are primarily commercial organizations. Accounts receivable are generally unsecured.

Accounts receivable are due in accordance with payment terms included in contracts negotiated with customers. Amounts due from customers are stated net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts are past due, the customer’s current ability to pay its obligations to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they are deemed uncollectible.

8

The following table presents customers with revenues greater than 10% of the Company’s consolidated total revenues for the periods shown:

	Three Months ended						Six Months ended
	June 30,						June 30,
	2013			2012			2013			2012
Caterpillar Inc.		15.7	%		19.0	%		20.0	%		18.8	%
Komatsu Ltd.		11.5	%		12.1	%		12.1	%		11.8	%
Hitachi Construction Machinery Co., Ltd.		*			10.3	%		*			10.6	%

* Balance is less than 10% of consolidated revenues.

The following table presents customers with accounts receivable greater than 10% of the Company’s consolidated accounts receivable for the periods shown:

	June 30,			December 31,
	2013			2012
Caterpillar Inc.		35.2	%		24.2	%

The Company does not currently maintain in-orbit insurance coverage for its satellites to address the risk of potential systemic anomalies, failures or catastrophic events affecting its satellite constellation. If the Company experiences significant uninsured losses, such events could have a material adverse impact on the Company’s business.

Inventories

Inventories are stated at the lower of cost or market, determined on a first-in, first-out basis. Inventory consists primarily of raw materials and purchased parts to be utilized by its contract manufacturer. The Company reviews inventory quantities on hand and evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. A provision is made for potential losses on slow moving and obsolete inventories when identified.

Warranty costs

The Company accrues for one-year warranty coverage on product sales estimated at the time of sale based on historical costs to repair or replace products for customers compared to historical product revenues. The warranty accrual is included in accrued liabilities.

Accounting Pronouncements

In February 2013, FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of Accumulated Other Comprehensive Income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 is effective for interim and annual periods beginning after December 15, 2012 and is to be applied on prospective basis. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. On January 1, 2013, the Company adopted ASU 2013-02 and will disclose significant amounts reclassified out of AOCI as such transactions arise.

3. Acquisitions

GlobalTrak

Effective on the close of business on April 3, 2013, the Company completed the acquisition of certain assets and liabilities of GlobalTrak, a division of System Planning Corporation (“SPC”), pursuant to an Asset Purchase Agreement (“GlobalTrak Asset Purchase Agreement”) dated as of March 13, 2013. The consideration paid to acquire GlobalTrak was $2,990 in cash, including a preliminary working capital adjustment, of which $500 was deposited in escrow with a third party escrow agent. The $500 is available to pay indemnification obligations of SPC to the Company primarily relating for breaches of representations and warranties made by SPC. As this acquisition was effective on April 3, 2013, the results of operations of GlobalTrak are included in the condensed consolidated financial statements beginning April 4, 2013.

Preliminary Estimated Purchase Price Allocation

The total preliminary estimated purchase price was allocated to the net assets acquired based upon their preliminary estimated fair values as of the close of business on April 3, 2013 as set forth below. The excess of the preliminary purchase price over the preliminary net assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a preliminary valuation and the estimates and assumptions are subject to change. The areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain assets and liabilities, including intangible assets, goodwill and the final working capital adjustment. The Company anticipates finalizing the purchase price allocation by the end of the first quarter of 2014. The preliminary estimated purchase price allocation for the acquisition is as follows:

9

Cash and cash equivalents	$	1,037
Accounts receivable		343
Inventory		1,023
Other current assets		405
Equipment		13
Intangible assets		500
Total identifiable assets acquired		3,321
Accounts payable and accrued expenses		(912	)
Deferred revenues		(1,707	)
Total liabilities assumed		(2,619	)
Net identifiable assets acquired		702
Goodwill		2,288
Total preliminary purchase price	$	2,990

Intangible Assets

The fair values of the technology and trade names and trademarks were estimated using a relief from royalty method under the income approach based on discounted cash flows. A discount rate of 37% was selected to reflect risk characteristics of these intangible assets. The discount rate was applied to the projected cash flows associated with the assets in order to value the intangible assets. The remaining useful lives of the technology and trade names and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets.

	Estimated useful life (in years)		Amount
Technology		10	$	380
Trade names and trademarks		5		70
Customer lists		5		50
			$	500

Goodwill

The acquisition of GlobalTrak gives the Company access to a customer base that includes military, international, government and commercial customers as well as expanded reach in growing regions, such as the Middle East, Asia and South America. These factors contributed to a preliminary estimated purchase price resulting in the recognition of goodwill. The acquired goodwill is deductible for income tax purposes.

Indemnification Asset

In connection with the GlobalTrak Asset Purchase Agreement, the Company entered into an escrow agreement with SPC and an escrow agent. Under the terms of this escrow agreement, $500 was placed in an escrow account for up to fifteen months to fund any indemnification obligations to the Company primarily relating for breaches of representations and warranties made by SPC. Under the terms of the escrow agreement, SPC will be entitled to receive one-half of the $500, less the aggregate amount of claims made by the Company against SPC six months from April 3, 2013. In the event that the Company believes that an indemnity obligation of SPC has arisen under the GlobalTrak Asset Purchase Agreement, the Company shall have the right to provide written notice to the escrow agent and SPC setting forth a description of the claim and the amount of cash to be distributed to the Company from the escrow account. As of June 30, 2013, the Company has not recorded an indemnification asset for any indemnity obligations of SPC arising under the GlobalTrak Asset Purchase Agreement. The Company will continue to evaluate if there are any indemnity obligations of SPC arising under the GlobalTrak Asset Purchase Agreement during the remainder of the measurement period.

Pre-Acquisition Contingencies

The Company has evaluated and continues to evaluate pre-acquisition contingencies related to GlobalTrak that existed as of the acquisition date. If any pre-acquisition contingencies that were acquired as part of the acquisition become probable and estimable, the Company will record such amounts in the measurement period or the Company’s results of operations, as applicable.

MobileNet, Inc.

Effective on the close of business on April 1, 2013, the Company completed the acquisition of substantially all of the assets of MobileNet, Inc. (“MobileNet”), pursuant to an Asset Purchase Agreement (the “MobileNet Asset Purchase Agreement”) dated as of March 13, 2013. As this acquisition was effective on April 1, 2013, the results of operations of MobileNet are included in the condensed consolidated financial statements beginning April 2, 2013, however the impact of this acquisition was not material to the Company’s condensed consolidated results of operations.

The consideration paid by the Company on closing consisted of $3,203 in cash, subject to a final working capital adjustment specified in the MobileNet Asset Purchase Agreement and the issuance of 329,344 shares of the Company’s common stock (valued at $4.96 per share, which reflects the Company’s common stock closing price on April 1, 2013), of which 164,672 shares of common stock were placed into an escrow account for up to fifteen months from closing to fund any indemnification obligations to the Company primarily relating for breaches of representations and warranties made by MobileNet.

In addition to the consideration paid at closing, the MobileNet Asset Purchase Agreement provides for contingent consideration payable by the Company to MobileNet if service revenues attributable to the MobileNet business for either of the two one year earn-out periods May 1, 2013 through April 30, 2014 and May 1, 2014 through April 30, 2015 are in excess of the specified baseline amount. In that event, the Company has agreed to pay to MobileNet an amount equal to (i) 50% of the first $2,000 of such excess amount for the applicable earn-out period and (ii) 35% of any amount of such excess amount for the applicable earn-out period which is greater than $2,000. Up to 50% of any potential earn-out amounts can be paid in common stock at the Company’s option. Any shares of common stock to be issued will be based on the 20-day average closing price of the common stock prior to the last trading day of the earn-out period. At the acquisition date, the Company recorded a liability of $1,539 for the estimated value of the earn-out amounts.

10

The following table summarizes the preliminary fair values of the purchase price:

Cash	$	3,203
Issuance of 329,344 shares of common stock (valued at $4.96 per share, which reflects the Company’s common stock closing price on April 1, 2013)		1,634
Fair value of contingent earn-out amounts		1,539
Total	$	6,376

Contingent earn-out consideration

The estimated fair value of the contingent earn-out amounts was determined based on the Company’s preliminary estimates using weighted probabilities to achieve the service revenues attributable to the MobileNet business for either of the two one year earn-out periods May 1, 2013 through April 30, 2014 and May 1, 2014 through April 30, 2015. The Company estimated the fair value of the contingent earn-out amounts using a probability-weighted discounted cash flow models discounted at 19%. The Company has recorded a liability for the estimated fair value of the contingent earn-out consideration. The fair value measurements are based on significant inputs not observed in the market and thus represents a Level 3 measurement. Any change in the fair value of the contingent earn-out amounts subsequent to the acquisition date, including changes from events after the acquisition date, will be recognized in earnings in the period the estimated fair value changes. Achievement of the service revenues lower than the targets will result in less being paid out. Achievement below certain thresholds will reduce the liability to zero. As of June 30, 2013 $481 is included in accrued liabilities and $1,058 is included in other liabilities in the condensed consolidated balance sheet.

Preliminary Estimated Purchase Price Allocation

The total preliminary estimated purchase price was allocated to the net assets acquired based upon their preliminary estimated fair values as of the close of business on April 1, 2013 as set forth below. The excess of the preliminary purchase price over the preliminary net assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a preliminary valuation and the estimates and assumptions are subject to change. The areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain assets and liabilities, including contingent consideration, deferred revenues, intangible assets, goodwill and the final working capital adjustment. The Company anticipates finalizing the purchase price allocation by the end of the first quarter of 2014. The preliminary estimated purchase price allocation for the acquisition is as follows:

Accounts receivable	$	363
Inventory		255
Other current assets		10
Intangible assets		3,460
Total identifiable assets acquired		4,088
Accrued expenses		(238	)
Deferred revenues		(346	)
Total liabilities assumed		(584	)
Net identifiable assets acquired		3,504
Goodwill		2,872
Total preliminary purchase price	$	6,376

Intangible Assets

The fair values of the technology and trademarks were estimated using a relief from royalty method under the income approach based on discounted cash flows. The fair value of the customer lists was estimated based on an income approach using the excess earnings method. A discount rate of 24% was selected to reflect risk characteristics of these intangible assets. The discount rate was applied to the projected cash flows associated with the assets in order to value the intangible assets. The remaining useful lives of the technology and trademarks were based on historical product development cycles, the projected rate of technology migration, a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer relationships were based on the customer attrition and the projected economic benefit of these customers.

	Estimated useful life (in years)		Amount
Customer lists		10	$	2,600
Technology		10		730
Trademarks		5		130
			$	3,460

Goodwill

The acquisition of MobileNet will enable the Company to offer MobileNet’s complete fleet management solution directly to original equipment manufacturers, dealers and fleet owners. These factors contributed to a preliminary estimated purchase price resulting in the recognition of goodwill. The acquired goodwill is deductible for income tax purposes.

11

Indemnification Asset

In connection with the MobileNet Asset Purchase Agreement, the Company entered into an escrow agreement with MobileNet and an escrow agent. Under the terms of this escrow agreement, 164,672 shares of common stock were issued to MobileNet and placed in an escrow account for up to fifteen months to fund any indemnification obligations to the Company primarily relating for breaches of representations and warranties made by MobileNet. Under the terms of the escrow agreement, MobileNet will retain all rights and privileges of ownership of the common stock placed in the escrow account. Further subject to certain resale restrictions, MobileNet has the right to sell any of the common stock that was placed in escrow provided that all proceeds of any such sale are deposited directly with the escrow agent. In the event that the Company believes that an indemnity obligation of MobileNet has arisen under the MobileNet Asset Purchase Agreement, the Company shall have the right to provide written notice to the escrow agent and MobileNet setting forth a description of the distribution event and the number of shares of the Company’s common stock and or amount of cash to be distributed to the Company from the escrow account. The number of shares of common stock that the Company will direct the escrow agent to release to the Company from the escrow account will equal to the distribution event valued at the 20-day average closing price from April 1, 2013. As of June 30, 2013, the Company has not recorded an indemnification asset for any indemnity obligations of MobileNet arising under the MobileNet Asset Purchase Agreement. The Company will continue to evaluate if there are any indemnity obligations of MobileNet arising under the MobileNet Asset Purchase Agreement during the remainder of the measurement period.

Pre-Acquisition Contingencies

The Company has evaluated and continues to evaluate pre-acquisition contingencies related to MobileNet that existed as of the acquisition date. If any pre-acquisition contingencies that were acquired as part of the acquisition become probable and estimable, the Company will record such amounts in the measurement period or the Company’s results of operations, as applicable.

LMS

Effective on the close of business on January 12, 2012, the Company completed the acquisition of the assets of LMS, pursuant to an Asset Purchase Agreement dated as of December 23, 2011. As this acquisition was effective on January 12, 2012, the results of operations of LMS are included in the condensed consolidated financial statements beginning January 13, 2012.

The consideration paid by the Company to PAR on closing to acquire LMS consisted of $4,000 in cash, subject to a final working capital adjustment specified in the Asset Purchase Agreement and the issuance of 645,162 shares of the Company’s common stock, of which 387,097 shares of common stock were placed into an escrow account for up to fifteen months from closing to fund any indemnification obligations to the Company, including for breaches of representations and warranties made by PAR. During the three months ended June 30, 2013, the Company and PAR agreed to a working capital adjustment of $112 for amounts owed to the Company by PAR. This amount was recorded to other income in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2013 since the adjustment to the working capital exceeded the one-year measurement period.

In addition to the consideration paid at closing, the Asset Purchase Agreement provides for contingent payments of up to $3,950 payable post-closing by the Company to PAR. Up to $3,000 of the contingent payments will be payable based on achieving subscriber targets for calendar year 2012. For the year ended December 31, 2012, LMS did not achieve the subscriber targets. Up to $950 of the contingent payments will be payable based on achieving sales targets through 2014. Any potential earn-out amount can be paid in common stock, cash or a combination at the Company’s option. Any shares of common stock to be issued will be based on the 20-day average closing price ending on the third trading day preceding the date of payment. The potential earn-out amount for achieving the sales targets for any calendar year if earned will be paid within 30 days after the Company files its Form 10-K for years 2013 and 2014.

Contingent earn-out consideration

The estimated fair value of the contingent earn-out amount was determined based on the Company’s estimates using weighted probabilities to achieve the sales targets for calendar years 2013 through 2014. The Company estimated the fair value of the sales targets contingent earn-out amounts using a probability-weighted discounted cash flow model. The Company has recorded a liability for the estimated fair value of the contingent earn-out consideration. The fair value measurements are based on significant inputs not observed in the market and thus represents a Level 3 measurement. Any change in the fair value of the contingent earn-out amounts subsequent to the acquisition date, including changes from events after the acquisition date will be recognized in earnings in the period the estimated fair value changes. Achievement of the sales target lower than the target will result in less than the $950 being paid out. Achievement below certain thresholds will reduce the liability to zero. As of June 30, 2013, $320 is included in accrued liabilities and $270 is included in other liabilities in the condensed consolidated balance sheet.

Indemnification Asset

In connection with the asset purchase agreement, the Company entered into an escrow agreement with PAR and an escrow agent. Under the terms of this escrow agreement, 387,097 shares of common stock were issued to PAR and placed in an escrow account for up to fifteen months to fund any indemnification obligations to the Company, including for breaches of representations and warranties made by PAR. Under the terms of the escrow agreement, PAR will retain all rights and privileges of ownership of the common stock placed in the escrow account. Further subject to certain resale restrictions, PAR has the right to sell any of the common stock that was placed in escrow provided that all proceeds of any such sale are deposited directly with the escrow agent. In the event that the Company believes that an indemnity obligation of PAR has arisen under the asset purchase agreement, the Company had the right to provide written notice to the escrow agent and PAR setting forth a description of the distribution event and the number of shares of the Company’s common stock and or amount of cash to be distributed to the Company from the escrow account.

PAR and the Company have agreed to release $843 from escrow to PAR. The Company has recorded $285 for a claim made against PAR under the escrow agreement. The $285 was recorded to other income in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2013 since the resolution of the claim exceeded the one-year measurement period. The Company had not recorded an indemnification asset for any indemnity obligations of PAR arising under the asset purchase agreement through the measurement period.

Warranty Liabilities and Escrow Agreement

As a result of the acquisition of StarTrak on May 16, 2011, the Company recorded warranty obligations on StarTrak’s product sales, which provide for costs to replace or fix the product. One-year warranty coverage is accrued on product sales which provide for costs to replace or fix the product.

In connection with the acquisition, the Company entered into an escrow agreement with Alanco. Under the terms of the escrow agreement, 166,611 shares of common stock were issued to Alanco and placed in an escrow account to cover 50% of certain costs relating to fuel sensor warranty obligations incurred by the Company. In the event that the sum of (i) aggregate warranty expenses (other than for fuel sensors) and (ii) any fuel sensor damages directly expended or accrued on the StarTrak balance sheet from March 1, 2011 through March 1, 2012 exceeds $600, the Company shall have the right to provide written notice to the escrow agent and Alanco setting forth a description of the fuel sensor distribution event and the number of shares of the Company’s common stock to be distributed to the Company from the escrow account. The number of shares of common stock that the Company will direct the escrow agent to release to the Company from the escrow account will equal 50% of the fuel sensor damages (excluding the amount of damages that when added to the non-fuel sensor damages equals $600) incurred or suffered from June 1, 2011 through March 1, 2012, valued at $3.001 per share. The Company is in the process of finalizing the arrangement. As a result, the Company recorded $469 relating to the escrow agreement as an indemnification asset, which is included in other assets. For the three months ended June 30, 2013 and 2012, the Company recorded a loss of $75 and $62, respectively, and for the six months ended June 30, 2013 and 2012 recorded a gain of $60 and $28 on the fair value of the common stock held in escrow, which is recorded in selling, general and administrative expenses in the condensed consolidated statements of operations.

Pro Forma Results for the Acquisitions of GlobalTrak and LMS

The following table presents the unaudited pro forma results of GlobalTrak for the three months ended June 30, 2012 and the unaudited pro forma results of GlobalTrak and LMS for the six months ended June 30, 2013 and 2012 as though the companies had been combined as of the beginning of each of the periods presented. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of each period presented.

The supplemental pro forma revenues, net income attributable to ORBCOMM Inc. and the net income attributable to common stockholders for the period presented in the table below were adjusted to include the amortization of the intangible assets and income tax expense calculated from January 1, 2012 to the acquisition dates. Also the supplemental pro forma information was adjusted to exclude acquisition costs.

The amount of GlobalTrak’s revenues and net income included in the Company’s condensed consolidated statements of operations from the acquisition date to June 30, 2013 and GlobalTrak and LMS, net income attributable to ORBCOMM Inc. and the net income attributable to common stockholders of the combined entity had the acquisition dates been January 1, 2012, are as follows:

			Net Income Attributable to ORBCOMM Inc.		Net Income Attributable to
	Revenues				ORBCOMM Inc. Common Stockholders
Actual from April 4, 2013 to June 30, 2013 (GlobalTrak)	$	1,848	$	146	$	146
Supplemental pro forma for the three months ended June 30, 2012 (GlobalTrak)	$	16,421	$	1,383	$	1,365
Supplemental pro forma for the six months ended June 30, 2013 (GlobalTrak)	$	35,943	$	2,123	$	2,092
Supplemental pro forma for the six months ended June 30, 2012 (GlobalTrak and LMS)	$	32,558	$	3,882	$	3,846

4. Satcom International Group plc (“Satcom”)

On March 28, 2012, the Company purchased the remaining 48% noncontrolling ownership interests in its majority owned subsidiary, Satcom for $1,119. The consideration consisted of: (i) $119 in cash and (ii) the issuance of 263,133 shares of the Company’s common stock (valued at $3.80 per share, which reflects the Company’s common stock opening stock price on March 28, 2012). The Company incurred transaction fees of $80 which was recorded as a reduction to additional paid-in capital. As a result, the noncontrolling interests and accumulated other comprehensive income increased by $180 and $16, respectively, and additional paid-in capital decreased by $395.

Concurrently, Satcom paid $253 to its note holders, which included $43 to a creditor of Satcom who is a related-party serving as the Company’s Chairman of the Board of Directors, in exchange for a waiver and release of all outstanding principal and accrued interest previously recorded in accrued liabilities totaling $1,340, which included $290 owed to the related-party. As a result, the Company recognized a gain on extinguishment of debt of $1,062, net of expenses of $24 in other income (expense) in its condensed consolidated statements of operations, for the difference between the payments made and the net carrying amounts of the outstanding principal and accrued interest for the six months ended June 30, 2012. Further, Satcom also paid $128 to a trade creditor in exchange for a waiver and release of the outstanding trade payables totaling $256. As a result, the Company reduced selling, general and administrative expenses by $128 in its condensed consolidated statements of operations for the six months ended June 30, 2012.

5. Stock-based Compensation

The Company’s stock-based compensation plans consist of its 2006 Long-Term Incentives Plan (the “2006 LTIP”) and its 2004 Stock Option Plan. As of June 30, 2013, there were 3,447,001 shares available for grant under the 2006 LTIP and no shares available for grant under the 2004 Stock Option Plan.

For the three months ended June 30, 2013 and 2012 the Company recorded stock-based compensation expense of $594 and $466, respectively. For the three months ended June 30, 2013 and 2012, the Company capitalized stock-based compensation of $26 and $18, respectively. For the six months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $1,220 and $810, respectively. For the six months ended June 30, 2013 and 2012, the Company capitalized stock-based compensation of $51 and $36, respectively. The components of the Company’s stock-based compensation expense are presented below:

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Stock appreciation rights	$	350	$	368	$	766	$	661
Restricted stock units		206		98		365		149
Market performance units		38		—		89		—
Total	$	594	$	466	$	1,220	$	810

As of June 30, 2013, the Company had unrecognized compensation costs for stock appreciation rights and restricted stock units arrangements totaling $3,017.

13

Time-Based Stock Appreciation Rights

During the six months ended June 30, 2013, the Company granted 311,000 time-based SARs, which vest through June 2016. The weighted-average grant date fair value of these SARs was $2.94 per share.

A summary of the Company’s time-based SARs for the six months ended June 30, 2013 is as follows:

	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		3,422,967		$	3.72
Granted		311,000			4.74
Exercised		(165,200	)		2.61
Forfeited or expired		(73,500	)		3.28
Outstanding at June 30, 2013		3,495,267		$	4.12		7.08	$	3,152
Exercisable at June 30, 2013		2,395,934		$	3.95		6.09	$	2,345
Vested and expected to vest at June 30, 2013		3,495,267		$	4.12		7.08	$	3,152

For the three months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $328 and $210 relating to these SARs, respectively. For the six months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $644 and $388 relating to these SARs, respectively. As of June 30, 2013, $1,757 of total unrecognized compensation cost related to these SARs is expected to be recognized through June 2016.

The intrinsic value of the SARs exercised was $265 for the six months ended June 30, 2013.

Performance-Based Stock Appreciation Rights

During the six months ended June 30, 2013, the Company granted 120,500 performance-based SARs for 2013 financial and operational targets, which are expected to vest in the first quarter of 2014. As of June 30, 2013, the Company estimates that approximately 100% of the performance-based SARs will vest. The weighted-average grant date fair value of these SARs was $2.52 per share.

A summary of the Company’s performance-based SARs for the six months ended June 30, 2013 is as follows:

						Weighted-Average
						Remaining		Aggregate
	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		1,034,025		$	4.88
Granted		120,500			4.20
Exercised		(85,375	)		2.96
Forfeited or expired		(123,437	)		3.30
Outstanding at June 30, 2013		945,713		$	5.17		7.05	$	873
Exercisable at June 30, 2013		825,213		$	5.32		6.64	$	825
Vested and expected to vest at June 30, 2013		945,713		$	5.17		7.05	$	873

For the three months ended June 30, 2013 and 2012, the Company recorded stock-based compensation of $22 and $157 relating to these SARs, respectively. For the six months ended June 30, 2013 and 2012, the Company recorded stock-based compensation of $122 and $273 relating to these SARs, respectively. As of June 30, 2013, the Company had unrecognized compensation cost of $280 related to these SARs is expected to be recognized through the first quarter of 2014.

The intrinsic value of the SARs exercised was $107 for the six months ended June 30, 2013.

The fair value of each time and performance-based SAR award is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions described below for the periods indicated. For the six months ended June 30, 2012, the expected volatility was based on an average of the Company’s historical volatility over the expected terms of the SAR awards and the comparable publicly traded companies’ historical volatility. The Company uses the “simplified” method to determine the expected terms of SARs due to an insufficient history of exercises. Estimated forfeitures were based on voluntary and involuntary termination behavior as well as analysis of actual forfeitures. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR grants.

14

	Six months ended June 30,
	2013	2012
Risk-free interest rate	0.91% to $1.37%	0.86% to 1.41%
Expected life (years)	5.50 and 6.0	5.50 and 6.0
Estimated volatility factor	69.54% to 69.92%	72.36% to 74.67%
Expected dividends	None	None

Time-based Restricted Stock Units

During the six months ended June 30, 2013, the Company granted 65,270 time-based RSUs, which vest through December 2015.

A summary of the Company’s time-based RSUs for the six months ended June 30, 2013 is as follows:

	Shares			Weighted-Average Grant Date Fair Value
Balance at January 1, 2013		88,821		$	3.12
Granted		65,270			3.83
Vested		—			—
Forfeited or expired		(58,821	)		3.57
Balance at June 30, 2013		95,270		$	3.33

For the three months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $72 and $99 related to these RSUs, respectively. For the six months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $140 and $149 related to these RSUs, respectively. As of June 30, 2013, $208 of total unrecognized compensation cost related to these RSUs is expected to be recognized through December 2015.

Performance-based Restricted Stock Units

During the six months ended June 30, 2013, the Company granted 256,000 performance-based RSUs for 2013 financial and operational targets, which are expected to vest in the first quarter of 2014. As of June 30, 2013, the Company estimates that 100% of the performance targets will be achieved.

A summary of the Company’s performance- based RSUs for the six months ended June 30, 2013 is as follows:

	Shares		Weighted-Average Grant Date Fair Value
Balance at January 1, 2013		—	$	—
Granted		256,000		3.89
Vested		—		—
Forfeited or expired		—		—
Balance at June 30, 2013		256,000	$	3.89

For the three and six months ended June 30, 2013, the Company recorded stock-based compensation expense of $134 and $225 related to these RSUs, respectively. As of June 30, 2013, $772 of total unrecognized compensation cost related to these RSUs is expected to be recognized through the first quarter of 2014.

The fair value of the time-based and performance-based RSU awards are based upon the closing stock price of the Company’s common stock on the date of grant.

Performance Units

In December 2012, the Company granted Market Performance Units (“MPUs”) to its senior executives based on its stock price performance over a three-year period. The MPUs will vest at the end of each performance period only if the Company satisfies the stock price performance targets and continued employment by the senior executives through the dates the Compensation Committee has determined that the targets have been achieved. The value of the MPUs that will be earned each year ranges up to 15% of each of the senior executives 2013 base salary depending on the Company’s stock price performance target for that year. The value of the MPUs can be paid in either cash or common stock or a combination at the Company’s option. The MPUs are classified as a liability and are revalued at the end of reporting period based on the awards fair value over a three-year period.

As the MPUs contain both a performance and service condition, the MPUs have been treated as a series of three separate awards or tranches for purposes of recognizing stock-based compensation expense. The Company recognizes stock-based compensation expense on a tranche-by-tranche basis over the requisite service period for that specific tranche. The Company estimated the fair value of the MPUs granted using a Monte Carlo Simulation Model that used the following assumptions: risk-free interest rates of ranging from 0.12% to 0.56%, estimated volatility factor of 40% and no expected dividends. For the three and six months ended June 30, 2013, the Company recorded stock-based compensation relating to these MPUs of $38 and $89, respectively.

15

2004 Stock Option Plan

A summary of the status of the Company’s stock options as of June 30, 2013 is as follows:

						Weighted-Average
						Remaining		Aggregate
	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		737,291		$	2.96
Granted		—			—
Exercised		(69,535	)		2.43
Forfeited or expired		—			—
Outstanding at June 30, 2013		667,756		$	3.02		0.78	$	1,003
Exercisable at June 30, 2013		667,756		$	3.02		0.78	$	1,003
Vested and expected to vest at June 30, 2013		667,756		$	3.02		0.78	$	1,003

The intrinsic value of the stock options exercised was $177 for the six months ended June 30, 2013.

6. Net Income Attributable to ORBCOMM Inc. Common Stockholders

Basic net income per common share is calculated by dividing net income attributable to ORBCOMM Inc. by the weighted-average number of common shares outstanding for the period. Diluted net income per common share is computed by giving effect to all potentially dilutive securities. For the three months ended June 30, 2013 and 2012, the Company included the effect of 880,633 and 440,245 SARs, RSUs and stock options in its diluted weighted average common shares outstanding, respectively. For the six months ended June 30, 2013 and 2012, the Company included the effect of 981,524 and 520,914 SARs, RSUs and stock options in its diluted weighted average common shares outstanding, respectively. For the three and six months ended June 30, 2013, the Company included 260,044 shares of Series A convertible preferred stock in its diluted weighted average common shares outstanding.

The potentially dilutive securities excluded from the determination of diluted income per share, as their effect is antidilutive, are as follows:

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Series A convertible preferred stock		—		289,923		—		289,923
SARs		3,801,668		3,703,877		3,744,086		3,672,966
RSUs		57,159		67,434		35,229		29,007
Stock options		464,546		605,283		443,166		593,951
		4,323,373		4,666,517		4,222,481		4,585,847

The computation of net income attributable to ORBCOMM Inc. common stockholders is as follows for the three and six months June 30, 2013 and 2012.

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Net income attributable to ORBCOMM Inc.	$	1,686		$	1,882		$	2,794		$	4,291
Preferred stock dividends on Series A convertible preferred stock		(15	)		(17	)		(31	)		(36	)
Net income attributable to ORBCOMM Inc. common stockholders	$	1,671		$	1,865		$	2,763		$	4,255

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7. Marketable Securities

As of June 30, 2013 and December 31, 2012, the marketable securities are recorded at amortized cost which approximates fair market value which was based on Level 1 inputs. All investments mature in one year or less.

	June 30, 2013						December 31, 2012
			Gross		Gross				Gross		Gross
	Fair		Unrealized		Unrealized		Fair		Unrealized		Unrealized
	Value		Losses		Gains		Value		Losses		Gains
U.S. government and agency obligations	$	23,017	$	1	$	—	$	13,557	$	—	$	—
Corporate obligations		7,499		—		—		8,925		7		—
FDIC-insured certificates of deposit		1,399		1		—		5,479		1		—
	$	31,915	$	2	$	—	$	27,961	$	8	$	—

The Company would recognize an impairment loss when the decline in the estimated fair value of a marketable security below the amortized cost is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration of time and the severity to which the fair value has been less than the amortized cost, any adverse changes in the issuer’s financial conditions and the Company’s intent to sell or whether it is more likely than not that it would be required to sell the marketable security before its anticipated recovery. Investments with unrealized losses have been in an unrealized loss position for less than a year.

As of June 30, 2013 and December 31, 2012, the gross unrealized losses of $2 and $8, respectively, were primarily due to changes in interest rates and not credit quality of the issuer. Accordingly, the Company has determined that the gross unrealized losses are not other-than-temporary at June 30, 2013 and there has been no recognition of impairment losses in its condensed consolidated statements of operations for the six months ended June 30, 2013.

8. Satellite Network and Other Equipment

Satellite network and other equipment consisted of the following:

	Useful life (years)		June 30, 2013			December 31, 2012
Land			$	381		$	381
Satellite network		1-10		25,665			24,976
Capitalized software		3-7		3,890			3,009
Computer hardware		3		2,181			1,852
Other		2-7		2,285			1,703
Assets under construction				107,592			89,658
				141,994			121,579
Less: accumulated depreciation and amortization				(22,129	)		(20,371	)
			$	119,865		$	101,208

During the six months ended June 30, 2013 and 2012, the Company capitalized costs attributable to the design and development of internal-use software in the amount of $746 and $321, respectively. Depreciation and amortization expense for the three months ended June 30, 2013 and 2012 was $1,010 and $925, respectively. This includes amortization of internal-use software of $119 and $100 for the three months ended June 30, 2013 and 2012, respectively. Depreciation and amortization expense for the six months ended June 30, 2013 and 2012 was $2,011 and $1,678, respectively. This includes amortization of internal-use software of $228 and $180 for the six months ended June 30, 2013 and 2012, respectively.

Assets under construction primarily consist of milestone payments pursuant to procurement agreements which includes, the design, development, launch and other direct costs relating to the construction of the next-generation satellites (See Note 18) and upgrades to its infrastructure and ground segment.

During the three months ended June 30, 2013, the Company lost communications with one of its plane C satellites. The Company does not expect the loss of this satellite to materially affect its business.

For the year ended December 31, 2012, the Company adjusted satellite network and accumulated depreciation and amortization by $14,550 due to fully depreciated satellites that are no longer placed in service.

9. Restricted Cash

Restricted cash consists of the remaining cash collateral of $2,000 for a performance bond required by the FCC in connection with the construction, launch and operation of the 18 next-generation satellites that was authorized in the March 21, 2008 FCC Space Segment License modification. Under the terms of the performance bond, the cash collateral will be reduced in increments of $1,000 upon completion of specified milestones. The Company has classified the remaining $2,000 as a non-current asset at June 30, 2013 and December 31, 2012.

10. Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of an acquired business over the estimated fair values of the underlying net tangible and intangible assets.

Goodwill consisted of the following:

Balance at January 1, 2013	$	14,740
Addition resulting from the acquisition of MobileNet		2,872
Addition resulting from the acquisition of GlobalTrak		2,288
Balance at June 30, 2013	$	19,900

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Goodwill is allocated to the Company’s one reportable segment.

The Company’s intangible assets consisted of the following:

		June 30, 2013							December 31, 2012
	Useful life			Accumulated							Accumulated
	(years)	Cost		amortization			Net		Cost		amortization			Net
Customer lists	5 and 10	$	6,470	$	(821	)	$	5,649	$	3,820	$	(776	)	$	3,044
Patents and technology	5 and 10		5,720		(1,070	)		4,650		4,610		(563	)		4,047
Trade names and trademarks	2, 5 and 10		1,060		(225	)		835		860		(160	)		700
		$	13,250	$	(2,116	)	$	11,134	$	9,290	$	(1,499	)	$	7,791

The weighted-average amortization period for the intangible assets is 9.7 years. The weighted-average amortization period for customer lists, patents and technology and trade names and trademarks is 10, 9.5 and 8.7 years, respectively.

Amortization expense was $361 and $256 for the three months ended June 30, 2013 and 2012, respectively. Amortization expense was $617 and $512 for the six months ended June 30, 2013 and 2012, respectively.

Estimated amortization expense for intangible assets subsequent to June 30, 2013 is as follows:

Years ending December 31,
Remainder of 2013	$	723
2014		1,415
2015		1,415
2016		1,415
2017		1,273
Thereafter		4,893
	$	11,134

11. Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

	June 30,		December 31,
	2013		2012
Accrued compensation and benefits	$	2,368	$	3,092
Warranty		2,401		2,762
Corporate income tax payable		172		843
Contingent earn-out amounts		801		320
AIS deployment and license agreement		188		216
Accrued satellite network and other equipment		216		1,559
Other accrued expenses		2,951		2,479
	$	9,097	$	11,271

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For the six months ended June 30, 2013 and 2012, changes in accrued warranty obligations consisted of the following:

	June 30,
	2013			2012
Balance at January 1,	$	2,762		$	2,631
Warranty liabilites assumed from acquisitions		38			806
Amortization of fair value adjustment of warranty liabilities acquired through acquisitions		(13	)		(148	)
Warranty expense		140			197
Warranty charges		(526	)		(307	)
Balance at June 30,	$	2,401		$	3,179

12. Deferred Revenues

Deferred revenues consisted of the following:

	June 30, 2013			December 31, 2012
Service activation fees	$	2,865		$	2,690
Prepaid services		1,985			1,331
Prepaid product revenues		773			—
Warranty revenues		324			332
		5,947			4,353
Less current portion		(3,787	)		(2,394	)
Long-term portion	$	2,160		$	1,959

13. Note Payable-Related Party

In connection with the acquisition of a majority interest in Satcom in 2005, the Company recorded an indebtedness to OHB Technology A.G. (formerly known as OHB Teledata A.G.), a stockholder of the Company. At June 30, 2013, the principal balance of the note payable was €1,138 and it had a carrying value of $1,480. At December 31, 2012, the principal balance of the note payable was €1,138 and it had a carrying value of $1,503. The carrying value was based on the note’s estimated fair value at the time of acquisition. The difference between the carrying value and principal balance was being amortized to interest expense over the estimated life of the note of six years which ended in September 30, 2011. This note does not bear interest and has no fixed repayment term. Repayment will be made from the distribution profits (as defined in the note agreement) of ORBCOMM Europe LLC. The note has been classified as long-term and the Company does not expect any repayments to be required prior to June 30, 2014.

14. Notes Payable

$45,000 9.5% Senior Notes

On January 4, 2013, the Company issued $45,000 aggregate principal amount of Senior Notes (“Senior Notes”) due January 4, 2018. Interest is payable quarterly at a rate of 9.5% per annum. The Senior Notes are secured by a first priority security interest in substantially all of the Company’s and its subsidiaries’ assets. The covenants in the Senior Notes limits the Company’s ability to among other things to, incur additional indebtedness and liens, to sell, transfer, lease or otherwise dispose of the Company’s or subsidiaries assets, merge or consolidate with other companies. The Company is also required to obtain launch and one year in-orbit insurance for the next-generation satellites under the terms of the Senior Notes. The Company must also comply with a maintenance covenant of either having available liquidity of $10,000 (the sum of (a) cash and cash equivalents plus (b) the total amount available to be borrowed under a working capital facility) or a leverage ratio (consolidated total debt to consolidated adjusted EBITDA, adjusted for stock-based compensation, certain other non-cash items and other agreed upon other charges) of not more than 4.5 to 1.0. In connection with the issuance of the Senior Notes, the Company incurred approximately $1,313 of debt issuance costs, which will be amortized through January 4, 2018. For the three and six months ended June 30, 2013, the amortization of the debt issuance costs was $56 and $131, respectively. For the three and six months ended June 30, 2013, the Company capitalized all of the interest expense and amortization of the debt issuance costs to construction of the next-generation satellites.

As of June 30, 2013, the Company was in compliance with the covenants.

$3,900 6% Notes

On May 16, 2011, the Company issued a $3,900 6% secured promissory note to an existing lender and stockholder of Alanco. The note bore interest at 6.00% per annum. On January 4, 2013, the remaining unpaid principal amount of $3,450 and unpaid interest was repaid as a condition of the Company issuing the Senior Notes discussed above.

15. Stockholders’ Equity

Series A convertible preferred stock

During the six months ended June 30, 2013, holders of the Series A convertible preferred stock converted 11,011 shares into 18,345 shares of the Company’s common stock. During the six months ended June 30, 2013, the Company issued dividends in the amount of 3,118 shares to the holders of the Series A convertible preferred stock. As of June 30, 2013, dividends in arrears were $15.

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Common Stock

As of June 30, 2013, the Company has reserved 8,907,007 shares of common stock for future issuances related to employee stock compensation plans.

16. Segment Information

The Company operates in one reportable segment, M2M data communications. Other than satellites in orbit, long-lived assets outside of the United States are not significant. The following table summarizes revenues on a percentage basis by geographic regions, based on the country in which the customer is located.

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
United States		85	%		81	%		86	%		80	%
Japan		8	%		16	%		9	%		17	%
Other		7	%		3	%		5	%		3	%
		100	%		100	%		100	%		100	%

17. Income taxes

For the three months ended June 30, 2013, the Company’s income tax provision was $204, resulting from a foreign income tax expense of $115 from income generated by ORBCOMM Japan operating in Japan and $89 of amortization of tax goodwill generated from acquisitions. For the three months ended June 30, 2012, the Company’s income tax provision was $402, resulting from a foreign income tax expense of $338 from income generated by ORBCOMM Japan and $64 of amortization of tax goodwill generated from acquisitions.

For the six months ended June 30, 2013, the Company’s income tax provision was $349, resulting from a foreign income tax expense of $197 from income generated by ORBCOMM Japan, and $152 of amortization of tax goodwill generated from acquisitions. For the six months ended June 30, 2012, the Company’s income tax provision was $796, resulting from a foreign income tax expense of $666 from income generated by ORBCOMM Japan and $130 of amortization of tax goodwill generated from acquisitions.

As of June 30, 2013 and 2012, the Company maintained a valuation allowance against all of its net deferred tax assets, excluding goodwill, attributable to operations in the United States and all other foreign jurisdictions, except for Japan, as the realization of such assets was not considered more likely than not.

As of June 30, 2013, the Company had unrecognized tax benefits of $775. There were no changes to the Company’s unrecognized tax benefits during the six months ended June 30, 2013. The Company is subject to U.S. federal and state examinations by tax authorities from 2008. The Company does not expect any significant changes to its unrecognized tax positions during the next twelve months.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized during the three and six months ended June 30, 2013.

18. Commitments and Contingencies

Procurement agreements in connection with next-generation satellites

On May 5, 2008, the Company entered into a procurement agreement with Sierra Nevada Corporation (“SNC”) pursuant to which SNC is constructing eighteen low-earth-orbit satellites in three sets of satellites (“shipsets”) for the Company’s next-generation satellites (the “Initial Satellites”). Under the agreement, SNC is also providing launch support services, a test satellite (excluding the mechanical structure), a satellite software simulator and the associated ground support equipment.

The total contract price for the Initial Satellites under the procurement agreement is $117,000, subject to reduction upon failure to achieve certain in-orbit operational milestones with respect to the Initial Satellites or if the pre-ship reviews of each shipset are delayed more than 60-120 days after the specified time periods described below. The Company has agreed to pay SNC up to $1,500 in incentive payments for the successful operation of the Initial Satellites five years following the successful completion of in-orbit testing for the third shipset of eight satellites.

On August 31, 2010, the Company entered into two additional task order agreements with SNC in connection with the procurement agreement discussed above. Under the terms of the launch vehicle changes task order agreement, SNC will perform the activities to launch eighteen of the Company’s next-generation satellites on a SpaceX Falcon 1e or Falcon 9 launch vehicle. The total price for the launch activities is cost reimbursable up to $4,110 that is cancelable by the Company, less a credit of $1,528. Any unused credit can be applied to other activities under the task order agreement or the original procurement agreement if application to the task order agreement becomes impossible or impracticable. Under the terms of the engineering change requests and enhancements task order agreement, SNC will design and make changes to each of the next-generation satellites in order to accommodate an additional payload-to-bus interface. The total price for the engineering changes requests is cost reimbursable up to $317. Both task order agreements are payable monthly as the services are performed, provided that with respect to the launch vehicle changes task order agreement, the credit in the amount of $1,528 will first be deducted against amounts accrued thereunder until the entire balance is expended.

On August 23, 2011, the Company and SNC entered into a definitive First Amendment to the procurement agreement (the “Amendment”). The Amendment amends certain terms of the procurement agreement dated May 5, 2008 and supplements or amends five separate task order agreements, dated as of May 20, 2010 (Task Order #1), August 31, 2010 (Task Orders #2 and #3), and December 15, 2010 (Task Orders #4 and #5) (collectively with Task Order #6, the “Task Orders”). On July 3, 2012, the Company and SNC entered into an additional task order agreement (“Task Order #06”) for SNC to perform final design work to enable additional payload components in satellites 3-18 to be re-programmable while in-orbit. The total price for the work under Task Order #6 is cost plus fixed fee of up to $521.

The Amendment modifies the milestone payment schedule under the procurement agreement dated May 5, 2008 but does not change the total contract price (excluding optional satellites and costs under the Task Orders) of $117,000. Payments under the Amendment extend into the second quarter of 2014, subject to SNC’s successful completion of each payment milestone.

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The Amendment also settles the liquidated delay damages triggered under the procurement agreement dated May 5, 2008 and provides an ongoing mechanism for the Company to obtain pricing proposals to order up to thirty optional satellites substantially identical to the Initial Satellites for which firm fixed pricing previously had expired under the procurement agreement dated May 5, 2008.

As of June 30, 2013, the Company has made milestone payments of $58,500 under the agreement. The Company anticipates making payments under the agreement of approximately $22,230 during the remainder of 2013.

On December 21, 2012, the Company and Space Exploration Technologies Corp. (“SpaceX”) entered into a Launch Services Agreement (the “Falcon 9 Agreement”) pursuant to which SpaceX will provide launch services (the “Launch Services”) for the carriage into low-Earth-orbit of up to 17 ORBCOMM next-generation satellites currently being constructed by Sierra Nevada Corporation. Under the Falcon 9 Agreement, SpaceX will also provide to the Company satellite-to-launch vehicle integration and launch support services, as well as certain related optional services. The total price under the Falcon 9 Agreement (excluding any optional services) is $42,600 subject to certain adjustments, which reflects pricing agreed under the 2009 agreement for Launch Services discussed below. The amounts due under the Falcon 9 Agreement are payable by the Company in installments from the date of execution of the Falcon 9 Agreement through the performance of each Launch Service.

The Falcon 9 Agreement anticipates that the Launch Services for 17 Satellites will be performed between the third quarter of 2013 and the second quarter of 2014, subject to certain rights of ORBCOMM and SpaceX to reschedule the Launch Services as needed. Either the Company or SpaceX may postpone and reschedule either Launch Service based on satellite and launch vehicle readiness, among other factors, subject to the payment of certain fees by the party requesting or causing the delay following 6 months of delay with respect to either of the two Launch Services.

Both the Company and SpaceX have customary termination rights under the Falcon 9 Agreement, including for material breaches and aggregate delays beyond 365 days by the other party. The Company has the right to terminate either of the Launch Services subject to the payment of a termination fee in an amount that would be based on the date ORBCOMM exercises its termination right.

As of June 30, 2013, the Company has made milestone payments of $33,210 under the Falcon 9 Agreement. The Company anticipates making payments of approximately $7,040 during the remainder of 2013.

On August 28, 2009, the Company and Space Exploration Technologies Corp. (“SpaceX”) entered into a Commercial Launch Services Agreement (the “Agreement”) pursuant to which SpaceX will provide launch services (the “Launch Services”) using multiple SpaceX Falcon 1e launch vehicles for the carriage into low-Earth-orbit for the Company’s 18 next-generation commercial communications satellites currently being constructed by SNC. Under the Agreement, SpaceX will also provide to the Company launch vehicle integration and support services, as well as certain related optional services.

The total price under the Agreement (excluding any options or additional launch services) was $46,600, subject to certain adjustments. The amounts due under the Agreement were payable in periodic installments from the date of execution of the Agreement through the performance of each Launch Service.

On September 21, 2012, SpaceX and the Company entered into a Secondary Payload Launch Services Agreement totaling $4,000 of the original $46,600 to launch the next-generation prototype which occurred on October 7, 2012.

Airtime credits

In 2001, in connection with the organization of ORBCOMM Europe LLC and the reorganization of the ORBCOMM business in Europe, the Company agreed to grant certain country representatives in Europe approximately $3,736 in airtime credits. The Company has not recorded the airtime credits as a liability for the following reasons: (i) the Company has no obligation to pay the unused airtime credits if they are not utilized; and (ii) the airtime credits are earned by the country representatives only when the Company generates revenue from the country representatives. The airtime credits have no expiration date. Accordingly, the Company is recording airtime credits as services are rendered and these airtime credits are recorded net of revenues from the country representatives. For the three months ended June 30, 2013 and 2012, airtime credits used totaled approximately $7 and $8, respectively. For the six months ended June 30, 2013 and 2012, airtime credits used totaled approximately $15 and $16, respectively. As of June 30, 2013 and December 31, 2012, unused credits granted by the Company were approximately $2,113 and $2,128, respectively.

Litigation

From time to time, the Company is involved in various claims or litigation matters involving ordinary and routine claims incidental to its business. Management currently believes that the outcome of these proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s business, results of operations or financial condition.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor Statement Under the Private Securities Litigation Reform of Act 1995.

Certain statements discussed in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning the Company’s expectations, are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from the results, projected, expected or implied by the forward-looking statements, some of which are beyond the Company’s control, that may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include but are not limited to: ongoing global economic instability and uncertainty; substantial losses we have incurred and may continue to incur; demand for and market acceptance of our products and services and the applications developed by our resellers; we may need additional capital to pursue our growth strategy; loss or decline or slowdown in the growth in business from our key customers, such as Caterpillar Inc., (“Caterpillar”), Komatsu Ltd., (“Komatsu”), Hitachi Construction Machinery Co., Ltd., (“Hitachi”), and Asset Intelligence, a subsidiary of I.D. Systems, Inc., other value-added resellers or VARs and international value-added resellers or IVARs; loss or decline or slowdown in growth in business of any of the specific industry sectors the Company serves, such as transportation, heavy equipment, fixed assets and maritime; dependence on a few significant customers; our acquisitions may expose us to additional risks; litigation proceedings; technological changes, pricing pressures and other competitive factors; the inability of our international resellers and licensees to develop markets outside the United States; the inability to obtain or maintain the necessary regulatory approvals or licenses for particular countries or to operate our satellites; market acceptance and success of our Automatic Identification System (“AIS”) business; satellite launch and construction delays and cost overruns of our next-generation satellites and launch vehicles; in-orbit satellite failures or reduced performance of our existing satellites; significant liabilities created by products we sell; the $45 million 9.5% Senior Notes that we issued on January 4, 2013 could restrict our business activities or our ability to execute our strategic objectives or adversely affect our financial performance; the failure of our system or reductions in levels of service due to technological malfunctions or deficiencies or other events; our inability to renew or expand our satellite constellation; inability to operate due to changes or restrictions in the political, legal regulatory, government administrative and economic conditions and developments in the United States and other countries and territories in which we operate; and changes in our business strategy. In addition, specific consideration should be given to various factors described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012. The Company undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

Overview

We operate a global commercial wireless messaging system optimized for narrowband communications. Our system consists of a global network of 25 low-Earth orbit, or LEO, satellites, 2 microsatellites and accompanying ground infrastructure. Our 26 first-generation satellites are the core of a two-way communications system that enables our customers and end-users to track, monitor, control and communicate cost-effectively with fixed and mobile assets located anywhere in the world, and 2 microsatellites that only provide worldwide ship tracking capability using the Automatic Identification System (AIS) technology already installed on large ocean-going vessels. We have agreements with another satellite provider to resell their satellite services as well. We also provide terrestrial-based cellular communication services through reseller agreements with major cellular wireless providers. Currently, our agreements with major cellular providers include GSM and CDMA offerings in the United States and GSM services with significant coverage worldwide. These terrestrial-based communication services enable our customers who have higher bandwidth requirements to receive and send messages from communication devices based on terrestrial-based technologies using the cellular providers’ wireless networks as well as from dual-mode devices combining the technologies from our satellite subscriber communicators and terrestrial-based technologies. As a result, our customers are now able to integrate into their applications communication technologies that will allow them to send and receive messages, including data intensive messaging using the cellular providers’ wireless networks and our satellite network.

Our products and services enable our customers and end-users to enhance productivity, reduce costs and improve security through a variety of commercial, government, and emerging homeland security applications. We enable our customers and end-users to achieve these benefits on a world-wide basis by using a single global satellite technology standard for machine-to-machine and telematic, or M2M, data communications, as well as providing the benefits of using terrestrial based cellular systems. Our customers have made significant investments in developing ORBCOMM-based applications. Examples of assets that are connected through our M2M data communications system include trucks, trailers, railcars, containers, heavy equipment, fluid tanks, utility meters, pipeline monitoring equipment, marine vessels, oil and gas wells and irrigation control systems. Customers benefiting from our network include original equipment manufacturers, or OEMs, such as Caterpillar, Komatsu, Doosan Infracore America, Hitachi, Hyundai Heavy Industries, The Manitowoc Company and Volvo Construction Equipment. In addition, we market our services through a distribution network of vertical market technology integrators known as VARs and IVARs, such as I.D. Systems, Inc., inthinc Technology Solutions Inc., and American Innovations, Ltd.

As a result of our acquisitions in 2012 and 2011, we provide products and services in the cold chain telematics solutions business that enables customers to proactively monitor, manage and remotely control their refrigerated and other transport assets using complete end-to-end solutions. These solutions enable optimal business efficiencies, increased asset utilization, and substantially reduce asset write-offs and manual yard counts of chassis, refrigeration units, containers and generators (“gensets”). The information provided from these solutions also help industry leaders realize better fleet efficiency and utilization while reducing risk by adding safety monitoring of perishable cargo, including refrigerated and frozen food. In addition to relationships with leading refrigeration unit manufacturers such as Carrier and Thermo King, the customer base includes well-known brands such as Tropicana, Maersk Line, Prime Inc., C.R. England, FFE Transport, Inc., Target, Chiquita, Ryder, J.B. Hunt, Hapag-Lloyd, Golden State Foods, Martin-Brower and Canadian National Railways. These acquisitions enable us to create a global technology platform to transfer capabilities across new and existing vertical markets and deliver complementary products to our channel partners and resellers worldwide.

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Our acquisitions of GlobalTrak and MobileNet, Inc. (“MobileNet”) in April 2013 enable us to expand our end-to-end telematics solutions portfolio into key vertical markets and geographic regions. GlobalTrak is an information services company that utilizes networks, sensors and proprietary software platforms to provide near-real-time situational awareness and intelligence to improve logistics and security processes and operations on a global basis. GlobalTrak gives us access to a customer base that includes military, international, government, and commercial customers as well as expanded reach in growing regions, such as the Middle East, Asia and South America. Combining GlobalTrak’s advanced products including container and vehicle technology with our existing capabilities creates a suite of transportation-related product offerings across the expanded global distribution network. MobileNet, one of our VARs, is a provider of telematics solutions to the heavy equipment and rail support industries. The acquisition enables us to offer MobileNet’s complete fleet management solution directly to OEMs, dealers and fleet owners. Leveraging MobileNet’s turn-key telematics platform, we can provide customers in the heavy equipment sector with significant operating advantages as well as savings in development costs and faster time to market for implementing solutions in the field. MobileNet’s current customers include Doosan North America, a world-class construction equipment company, and leading rail companies Union Pacific, CSX and BNSF.

The 2 AIS microsatellites we operate provide what we believe is the most comprehensive global AIS data service to government and commercial customers to track over 60,000 ocean-going vessels worldwide. AIS is a shipboard broadcast system that transmits a vessel’s identification and position to aid navigation and improve maritime safety. Terrestrial-based AIS receivers provide only limited visibility of ships close to shore and are not able to provide global visibility of ship traffic with open ocean coverage. Using our satellite communications system, customers have access to AIS data well beyond coastal regions in a cost effective and timely fashion. Further, we intend to continue working with system integrators and maritime information service providers providing value-added services to facilitate the sales and distribution of AIS data. We will continue to work to address and expand the various market sectors that could benefit from access to AIS data, such as suppliers to the shipping sector, like traders, brokers, insurance companies and support services. An additional potential benefit of AIS is the ability to combine AIS data with asset tracking and monitoring solutions. We believe this creates the potential to provide complete end-to-end visibility of the shipment of goods throughout the global supply chain from an integrated information solution. This solution, once fully integrated into transportation management systems, has the potential to track and monitor individual shipping containers through the intermodal transportation system from origination to destination as it is transported on truck, rail and ship.

Through our M2M data satellite communications system, our customers and end-users can send and receive information to and from any place in the world using low-cost subscriber communicators and paying airtime costs that we believe are the lowest in the industry for global connectivity. Our customers can also use cellular terrestrial units, or wireless subscriber identity modules (“SIMS”), for use with devices or equipment that enable the use of a cellular provider’s wireless network, singularly or in conjunction with satellite services, to send and receive information from these devices. We believe that there is no other satellite or terrestrial network currently in operation that can offer global two-way wireless narrowband data service including coverage at comparable cost using a single technology standard worldwide, that also provides a parallel terrestrial network for data intensive applications. We are currently authorized, either directly or indirectly, to provide our satellite communications services in over 100 countries and territories in North America, Europe, South America, Asia, Africa and Australia.

Acquisitions

GlobalTrak

Effective on the close of business on April 3, 2013, we completed the acquisition of certain assets and liabilities of GlobalTrak, a division of System Planning Corporation (“SPC”), pursuant to an Asset Purchase Agreement (“GlobalTrak Asset Purchase Agreement”) dated as of March 13, 2013. The consideration paid to acquire GlobalTrak was $3.0 million in cash, subject to a working capital adjustment, of which $0.5 million was deposited in escrow with a third party escrow agent. The $0.5 million is available to pay indemnification obligations of SPC to us primarily relating for breaches of representations and warranties made by SPC.

As a result of the acquisition of GlobalTrak, we recognized $2.3 million of goodwill and $ 0.5 million of intangible assets, which consist of technology, trade names and trademarks and customer lists. The results of operations of GlobalTrak are included in our condensed consolidated results for the period subsequent to the acquisition date of April 3, 2013.

MobileNet

Effective on the close of business on April 1, 2013, we completed the acquisition of substantially all of the assets of MobileNet, pursuant to an Asset Purchase Agreement (the “MobileNet Asset Purchase Agreement”) dated as of March 13, 2013. The consideration paid by us on closing consisted of $3.2 million in cash, subject to a final working capital adjustment specified in the MobileNet Asset Purchase Agreement and the issuance of 329,344 shares of our common stock (valued at $4.96 per share, which reflects our common stock closing price on April 1, 2013), of which 164,672 shares of common stock were placed into an escrow account for up to fifteen months from closing to fund any indemnification obligations to us primarily relating for breaches of representations and warranties made by MobileNet.

In addition to the consideration paid at closing, the MobileNet Asset Purchase Agreement provides for contingent consideration payable by us to MobileNet if service revenues attributable to the MobileNet business for either of the two one year earn-out periods May 1, 2013 through April 30, 2014 and May 1, 2014 through April 30, 2015 are in excess of the specified baseline amount. In that event, we have agreed to pay to MobileNet an amount equal to (i) 50% of the first $2.0 million of such excess amount for the applicable earn-out period and (ii) 35% of any amount of such excess amount for the applicable earn-out period which is greater than $2.0 million. Up to 50% of any potential earn-out amounts can be paid in common stock at our option. Any shares of common stock to be issued will be based on the 20-day average closing price of our common stock prior to the last trading day of the earn-out period. At the acquisition date, we recorded a liability of $1.5 million for the estimated value of the earn-out amounts.

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As a result of the acquisition of MobileNet, we recognized $2.9 million of goodwill and $3.5 million of intangible assets, which consist of technology, trademarks and customer lists. The results of operations of MobileNet are included in our condensed consolidated results for the period subsequent to the acquisition date of April 1, 2013

The acquired goodwill from the acquisitions of GlobalTrak and MobileNet will not be amortized for financial reporting purposes. However the acquired goodwill is tax deductible, and therefore amortized over fifteen years for income tax purposes. As such, deferred income tax expense and a deferred tax liability arise as a result of the difference in tax deductibility of this amount for tax and financial reporting purposes. The resulting deferred tax liability, which is expected to continue to increase over time and will remain on our balance sheet indefinitely unless there is an impairment of the goodwill.

See Note 3 to the condensed consolidated financial statements for further discussion on the acquisitions of GlobalTrak and MobileNet.

PAR Logistics Management Systems Corporation

Effective on the close of business on January 12, 2012, we completed the acquisition of the assets of PAR Logistics Management Systems Corporation (“LMS”), a wholly-owned subsidiary of PAR Technology Corporation, (“PAR”) including but not limited to, accounts receivable, inventory, equipment, intellectual property, all of LMS’s rights to customer contracts, supplier lists and certain liabilities pursuant to an Asset Purchase Agreement dated as of December 23, 2011.

In addition to the consideration paid at closing, the Asset Purchase Agreement provides for contingent payments of up to $3.9 million payable post-closing by us to PAR. Up to $3.0 million of the contingent payments was payable based on achieving subscriber targets for calendar year 2012. We recorded at the acquisition date a liability of $0.7 million for the estimated fair value of the earn-out amounts. For the year ended December 31, 2012, LMS did not achieve the subscriber targets. Up to $0.9 million of the contingent payments will be payable based on achieving sales targets through 2014. Any potential earn-out amount can be paid in common stock, cash or a combination at our option. Any shares of common stock to be issued will be based on the 20-day average closing price ending on the third trading day preceding the date of payment. The potential earn-out amount for achieving the sales targets for any calendar year if earned, will be paid within 30 days after we file our Form 10-K for years 2013 and 2014.

The results of operations of LMS are included in our condensed consolidated results for the period subsequent to the acquisition date of January 12, 2012. See Note 3 to the condensed consolidated financial statements for further discussion.

StarTrak Systems, LLC

Effective on the close of business on May 16, 2011, we completed the acquisition of substantially all of the assets of StarTrak Systems, LLC (“StarTrak”) a wholly-owned subsidiary of Alanco Technologies, Inc., including but not limited to cash, accounts receivable, inventory, equipment, intellectual property, all of StarTrak’s rights to customer contracts, supplier lists and assumed certain liabilities pursuant to an Asset Purchase Agreement dated as of February 23, 2011. See Note 3 to the condensed consolidated financial statements for further discussion.

Critical Accounting Policies and Estimates

Our discussion and analysis of our results of operations, liquidity and capital resources are based on our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, accounts receivable, accounting for business combinations, goodwill, satellite network and other equipment, long-lived assets, capitalized development costs, income taxes, warranty costs, loss contingencies and the value of securities underlying stock-based compensation. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. For a discussion of our critical accounting policies and estimates see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes to our critical accounting policies during 2013.

EBITDA

EBITDA is defined as earnings attributable to ORBCOMM Inc., before interest income (expense), provision for income taxes and depreciation and amortization. We believe EBITDA is useful to our management and investors in evaluating our operating performance because it is one of the primary measures we use to evaluate the economic productivity of our operations, including our ability to obtain and maintain our customers, our ability to operate our business effectively, the efficiency of our employees and the profitability associated with their performance. It also helps our management and investors to meaningfully evaluate and compare the results of our operations from period to period on a consistent basis by removing the impact of our financing transactions and the depreciation and amortization impact of capital investments from our operating results. In addition, our management uses EBITDA in presentations to our board of directors to enable it to have the same measurement of operating performance used by management and for planning purposes, including the preparation of our annual operating budget.

EBITDA is not a performance measure calculated in accordance with accounting principles generally accepted in the United States, or GAAP. While we consider EBITDA to be an important measure of operating performance, it should be considered in addition to, and not as a substitute for, or superior to, net income (loss) or other measures of financial performance prepared in accordance with GAAP and may be different than EBITDA measures presented by other companies.

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The following table reconciles our net income to EBITDA for the periods shown:

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Net income attributable to ORBCOMM Inc.	$	1,686		$	1,882		$	2,794		$	4,291
Income tax expense		204			402			349			796
Interest income		(12	)		(23	)		(29	)		(50	)
Interest expense		5			8			51			32
Depreciation and amortization		1,370			1,181			2,628			2,190
EBITDA	$	3,253		$	3,450		$	5,793		$	7,259

Three months: EBITDA during the three months ended June 30, 2013 decreased by $0.2 million over 2012. The decrease was due to an increase in expenses of $2.8 million excluding depreciation and amortization. The increase in operating expenses was primarily due to $2.1 million to operate the acquisitions in 2013. The increase in expenses was offset by an increase of $1.1 million to both service and product revenues. The increase in service revenues was primarily due to an increase in organic service revenues of $0.6 million and $0.5 million from acquisitions in 2013. The increase in product revenues was primarily due to acquisitions in 2013.

Six months: EBITDA during the six months ended June 30, 2013 decreased by $1.5 million over 2012. The decrease was due to an increase in expenses, excluding depreciation and amortization, of $3.8 million, a decrease in product revenues of $0.4 million and a $1.2 million gain on extinguishment of debt and accounts payable in 2012, offset by an increase in service revenues of $3.5 million. The increase in operating expenses was primarily due to $2.1 million to operate the acquisitions in 2013, and an increase in stock-based compensation of $0.4 million due to timing of grants, an increase in facility costs of $0.4 million that includes $0.1 million in lease termination costs related to consolidation of locations into our new facility in 2013 and an increase in professional service fees of $0.6 million primarily due to our acquisitions last year. The increase in service revenues was primarily due to an increase in organic service revenues of $3.0 million that includes a backbilling adjustment with a customer and $0.5 million from acquisitions.

Revenues

We derive service revenues from our resellers and direct customers from utilization of satellite subscriber communicators and the reselling of airtime from a third party satellite system and the utilization of terrestrial-based subscriber communicators using SIMS on cellular providers’ wireless networks. These service revenues generally consist of a one-time activation fee for each subscriber communicator and SIMS activated for use and monthly usage fees. Usage fees that we charge our customers are based upon the number, size and frequency of data transmitted by the customer and the overall number of subscriber communicators and SIMS activated by each customer. Revenues for usage fees from currently billing subscriber communicators and SIMS are recognized on an accrual basis, as services are rendered, or on cash basis, if collection from the customer is not reasonably assured at the time the service is provided. Usage fees charged to our resellers and direct customers are charged primarily at wholesale rates based on the overall number of subscriber communicators activated by them and the total amount of data transmitted. We also earn service revenues from extended warranty service agreements extending beyond the initial warranty period of one year, royalty fees from third parties for the use of our proprietary communications protocol charged on a one-time basis for each satellite subscriber communicator connected to our M2M data communications system and fees from providing engineering, technical and management support services to customers. Service revenues include AIS revenues.

We derive product revenues primarily from sales of subscriber communicators to our resellers (i.e., our VARs, IVARs, international licensees and country representatives) and direct customers. We also sell cellular wireless subscriber identity modules, or SIMS, (for our terrestrial-communication services) to our resellers and direct customers. Revenues generated from product revenues are either recognized when the products are shipped or when customers accept the product depending on the specific contractual terms.

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The table below presents our revenues for the three and six months ended June 30, 2013 and 2012, together with the percentage of total revenue represented by each revenue category in (in thousands):

	Three months ended June 30,										Six months ended June 30,
	2013					2012					2013					2012
			% of Total					% of Total					% of Total					% of Total
Service revenues	$	13,517		72.8	%	$	12,418		76.1	%	$	27,407		77.7	%	$	23,949		74.4	%
Product sales		5,042		27.2	%		3,901		23.9	%		7,872		22.3	%		8,249		25.6	%
	$	18,559		100.0	%	$	16,319		100.0	%	$	35,279		100.0	%	$	32,198		100.0	%

Three months: Total revenues for the three months ended June 30, 2013 and 2012 were $18.6 million and $16.3 million, respectively, an increase of 13.7%.

Six months: Total revenues for the six months ended June 30, 2013 and 2012 were $35.3 million and $32.2 million, respectively, an increase of 9.6%.

Service revenues

Three months: Service revenues increased $1.1 million for the three months ended June 30, 2013, or 8.9%, to $13.5 million from $12.4 million for the three months ended June 30, 2012. The increase in service revenues in 2013 over 2012 was primarily due to an increase in organic revenues of $0.6 million and $0.5 million from acquisitions in 2013. Service revenues was impacted by a less favorable exchange rate due to the decrease of the yen against the U.S. dollar of $0.2 million.

Six months: Service revenues increased $3.5 million for the six months ended June 30, 2013, or 14.4%, to $27.4 million from $24.0 million for the six months ended June 30, 2012. The increase in service revenues in 2013 over 2012 was primarily due to an increase in organic revenues of $3.0 million that includes a backbilling adjustment with a customer and $0.5 million from acquisitions in 2013. Service revenues was impacted by a less favorable exchange rate due to the decrease of the yen against the U.S. dollar of $0.3 million.

As of June 30, 2013, we had approximately 800,000 billable subscriber communicators compared to approximately 715,000 billable subscriber communicators as of June 30, 2012, an increase of 11.8%.

Service revenue growth can be impacted by the customary lag between subscriber communicator activations and recognition of service revenue from these units.

Product sales

Three months: Revenues from product sales increased $1.1 million for the three months ended June 30, 2013, or 29.3%, to $5.0 million from $3.9 million for the three months June 30, 2013. The increase was primarily due to higher product sales of $0.4 million from direct channel sales and $1.8 million from acquisitions in 2013. The increase was primarily offset by lower product sales of $1.1 million by our Japanese subsidiary and the effect of a less favorable exchange rate due to the decrease of the yen against the U.S. dollar of $0.1 million.

Six months: Revenues from product sales decreased by $0.4 million for the six months ended June 30, 2013, or 4.6%, to $7.9 million from $8.2 million for the six months June 30, 2013. The decrease was primarily due to lower product sales of $2.2 million by our Japanese subsidiary reflecting a significant hardware sale in the first quarter of 2012 and the effect of a less favorable exchange rate due to the decrease of the yen against the U.S. dollar of $0.2 million, offset by $1.8 million from acquisitions in 2013.

Costs of services

Costs of services is comprised of expenses to provide services, such as payroll and related costs, including stock-based compensation, materials and supplies, depreciation and amortization of assets and usage fees to cellular wireless providers for the data transmitted by the resellers on our network and other third-party networks.

Three months: Costs of services increased by $0.4 million, or 8.1%, to $5.3 million for the three months ended June 30, 2013 from $5.0 million for the three months ended June 30, 2012. The increase was primarily due from acquisitions in 2013.

Six months: Costs of services increased by $1.3 million, or 13.7%, to $11.0 million for the six months ended June 30, 2013 from $9.7 million for the six months ended June 30, 2012. The increase was primarily due to $0.5 million from acquisitions in 2013 and an increase in costs to provide for the increase in service revenues.

Costs of product sales

Costs of products includes the purchase price of subscriber communicators and SIMS sold, costs of warranty obligations, shipping charges, depreciation and amortization as well as operational costs to fulfill customer orders, including costs for employees.

Three months: Costs of product sales increased by $1.6 million, or 63.6% to $4.2 million for the three months ended June 30, 2013 from $2.6 million for the three months ended June 30, 2013. We had a gross profit from product sales (revenues from product sales minus costs of product sales) of $0.8 million for the three months ended June 30, 2013 compared to a gross profit from product sales of $1.3 million for the three months ended June 30, 2012. The decrease in gross profit from product sales was primarily due to lower product sales by our Japanese subsidiary offset by $0.6 million of gross profit from product sales from acquisitions in 2013.

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Six months: Costs of product sales increased by $0.7 million, or 12.4% to $6.4 million for the six months ended June 30, 2013 from $5.7 million for the six months ended June 30, 2012. We had a gross profit from product sales (revenues from product sales minus costs of product sales) of $1.5 million for the six months ended June 30, 2013 compared to a gross profit from product sales of $2.6 million for the six months ended June 30, 2012. The decrease in gross profit from product sales was primarily due to lower product sales by our Japanese subsidiary offset by $0.6 million of gross profit from product sales from acquisitions in 2013.

Selling, general and administrative expenses

Selling, general and administrative expenses relate primarily to expenses for general management, sales and marketing, and finance, professional fees and general operating expenses.

Three months: Selling, general and administrative expenses increased by $1.1 million, or 19.6%, to $6.7 million for the three months ended June 30, 2013 from $5.6 million for the three months ended June 30, 2012. The increase was primarily due to $0.4 million from acquisitions in 2013, and an increase of $0.1 million in stock-based compensation primarily due to timing of grants, a $0.1 million increase in professional service fees for audit, legal and public company expenses due to our acquisitions last year and a $0.2 million increase in advertising and marketing and travel expenses.

Six months: Selling, general and administrative expenses increased by $2.1 million, or 19.4%, to $13.1 million for the six months ended June 30, 2013 from $10.9 million for the six months ended June 30, 2012. The increase was primarily due to $0.4 million from acquisitions in 2013 and an increase in stock-based compensation of $0.4 million primarily due to timing of grants, a $0.4 million increase in facility costs that includes a $0.1 million in lease termination costs related to consolidation of locations into our new facility in 2013, a $0.5 million increase in professional service fees for audit, legal and public company expenses due to our acquisitions last year and a $0.3 million increase in advertising and marketing and travel expenses.

Product development expenses

Product development expenses consist primarily of the expenses associated with our engineering team, along with the cost of third parties that are contracted to support our current applications.

Product development expenses for the three months ended June 30, 2013 and June 30, 2012 were $0.5 million and $0.6 million, respectively.

Product development expenses for the six months ended June 30, 2013 and June 30, 2012 were $1.3 million and $1.2 million, respectively.

Acquisition costs

Acquisition-related costs directly related to our acquisitions which include professional services expenses.

Other income (expense)

Other income (expense) is comprised primarily of interest income from our cash and cash equivalents, which consists of U.S. Treasuries, interest bearing instruments, and our investments in marketable securities consisting of U.S. government and agency obligations, corporate obligations and FDIC-insured certificates of deposit classified as held to maturity, foreign exchange gains and losses, gain on extinguishment of debt and interest expense.

Three months: For the three months ended June 30, 2013 other income was $0.4 million compared to less than $0.1 million for the three months ended June 30, 2012. The increase is primarily due to a working capital adjustment of $0.1 million for amounts owed to us by PAR and a resolution of a claim of $0.3 million made by us against PAR under the escrow agreement relating to the acquisition of LMS which exceeded the one-year measurement period.

Six months: For the six months ended June 30, 2013 other income was $0.4 million compared to $1.1 million for the six months ended June 30, 2013. The decrease in other income is primarily due a $1.1 million gain on extinguishment of debt in connection with Satcom’s note holders in 2012, offset by a working capital adjustment of $0.1 million for amounts owed to us by PAR and a resolution of a claim of $0.3 million made by us against PAR under the escrow agreement relating to the acquisition of LMS which exceeded the one-year measurement period.

Income before income taxes

Three months: We have income before income taxes of $2.0 million for the three months ended June 30, 2013, compared to income before income taxes of $2.4 million for the three months ended June 30, 2012.

Six months: We have income before income taxes of $3.3 million for the six months ended June 30, 2013, compared to income before income taxes of $5.3 million for the six months ended June 30, 2012.

Provision for income taxes

For the three months ended June 30, 2013, we recorded income taxes of $0.2 million, which included foreign income tax of $0.1 million from income generated by our subsidiary ORBCOMM Japan operating in Japan and $0.1 million from the amortization of tax goodwill generated from our acquisitions.

For the three months ended June 30, 2012, we recorded income taxes of $0.4 million, which was primarily due to a foreign income tax of $0.3 million from income generated by our subsidiary ORBCOMM Japan and $0.1 million from the amortization of tax goodwill generated from our acquisitions.

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For the six months ended June 30, 2013, we recorded income taxes of $0.3 million, which included foreign income tax of $0.2 million from income generated by our subsidiary ORBCOMM Japan and $0.1 million from the amortization of tax goodwill generated from our acquisitions.

For the six months ended June 30, 2012, we recorded income taxes of $0.8 million, which was primarily due to a foreign income tax of $0.7 million from income generated by our subsidiary ORBCOMM Japan and $0.1 million from the amortization of tax goodwill generated from our acquisitions.

As of June 30, 2013 and June 30, 2012, we maintained a valuation allowance against all of our net deferred tax assets, excluding goodwill, attributable to operations in the United States and all foreign jurisdictions, except for Japan, as the realization of such assets was not considered more likely than not.

Net income

Three months: We have net income of $1.8 million for the three months ended June 30, 2013 compared to net income of $2.0 million for the three months ended June 30, 2012.

Six months: We have net income of $2.9 million for the six months ended June 30, 2013 compared to net income of $4.5 million for the six months ended June 30, 2012.

Noncontrolling interests

Noncontrolling interests relate to earnings and losses attributable to noncontrolling shareholders.

Net income attributable to ORBCOMM Inc.

Three months: We have net income attributable to our company of $1.7 million for the three months ended June 30, 2013 compared to a net income of $1.9 million for the three months ended June 30, 2012.

Six months: We have net income attributable to our company of $2.8 million for the six months ended June 30, 2013 compared to a net income of $4.3 million for the six months ended June 30, 2012.

For the three and six months ended June 30, 2013 and 2012, the net income attributable to our common stockholders includes dividends of less than $0.1 million paid in shares of the Series A convertible preferred stock issued in connection with the acquisition of StarTrak.

Liquidity and Capital Resources

Overview

Our liquidity requirements arise from our working capital needs and to fund capital expenditures to support our current operations, and facilitate growth and expansion. We have financed our operations and expansion mostly from sales of our common stock through public offerings and private placements of debt, convertible preferred stock, common stock and most recently net income. At June 30, 2013, we have an accumulated deficit of $65.2 million. Our primary source of liquidity consisted of cash, cash equivalents, restricted cash and marketable securities totaling $80.2 million, which we believe will be sufficient to provide working capital and capital expenditures for the next twelve months.

Operating activities

Cash provided by our operating activities for the six months ended June 30, 2013 was $2.2 million resulting from net income of $2.9 million, supplemented by non-cash items including $2.6 million for depreciation and amortization and $1.2 million for stock-based compensation. Working capital activities primarily consisted of a net uses of cash of $2.8 million for an increase in accounts receivable primarily due to the increase in revenues and $2.0 million from a decrease in accounts payable and accrued expenses primarily related to timing for payments for professional fees.

Cash provided by our operating activities for the six months ended June 30, 2012 was $5.1 million resulting from net income of $4.5 million, supplemented by non-cash items including $2.2 million for depreciation and amortization and $0.8 million for stock-based compensation, offset by a $1.2 million gain on extinguishment of debt and accounts payable. Working capital activities primarily consisted of a net use of cash of $2.0 million for an increase in accounts receivable primarily due to the increase in revenues.

Investing activities

Cash used in our investing activities for the six months ended June 30, 2013 was $30.9 million, resulting primarily from capital expenditures of $21.6 million, purchases of marketable securities of $51.4 million and $3.2 million and $2.0 million in consideration paid to acquire MobileNet and GlobalTrak, respectively, offset by proceeds received from the maturities of marketable securities totaling $47.3 million.

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Cash used in our investing activities for the six months ended June 30, 2012 was $9.4 million, resulting from $4.0 million in consideration paid to acquire LMS, capital expenditures of $8.6 million and purchases of marketable securities of $34.6 million, offset by proceeds received from the maturities of marketable securities totaling $36.8 million and a refund of $1.0 million in restricted cash.

Financing activities

Cash provided by our financing activities for the six months ended June 30, 2013 was $40.3 million, resulting primarily from proceeds received from the issuance of $45 million Senior Notes, offset by payments for debt issuance costs of $1.3 million in connection with the Senior Notes and a $3.4 million principal repayment of the 6% secured promissory note issued in connection with the acquisition of StarTrak.

Cash used in our financing activities for the six months ended June 30, 2012 was $0.8 million, resulting from ORBCOMM’S purchase of noncontrolling ownership interests in Satcom of $0.2 million, Satcom’s repayment of $0.3 million in notes payable and $0.3 million in principal payments of capital leases and a note payable.

Future Liquidity and Capital Resource Requirements

We expect cash flows from operating activities, along with our existing cash, cash equivalents, restricted cash and marketable securities will be sufficient to provide working capital and to fund our interest payments on the $45 million Senior Notes and capital expenditures, which primarily includes milestone payments under the procurement agreements for the next-generation satellites for the next twelve months. For the remainder of 2013, we expect to incur approximately $30 million of capital expenditures primarily for our next-generation satellites.

On January 4, 2013, we issued $45 million aggregate principal amount of Senior Notes due on January 4, 2018. Interest is payable quarterly at a rate of 9.5% per annum. The Senior Notes are secured by a first priority security interest in substantially all of our and subsidiaries’ assets. The covenants in the Senior Notes limits our ability among other things to, incur additional indebtedness and liens, to sell, transfer, lease or otherwise dispose of our subsidiaries assets, merge or consolidate with other companies. We are also required to obtain launch and one year in-orbit insurance for our next-generation satellites under the terms of the Senior Notes. We must also comply with a maintenance covenant of either having available liquidity of $10 million (the sum of (a) cash and cash equivalents plus (b) the total amount available to be borrowed under a working capital facility) or a maximum leverage ratio (consolidated total debt to consolidated adjusted EBITDA, adjusted for stock-based compensation and certain other non-cash items and other agreed upon other charges) of not more than 4.5 to 1.0.

Debt Covenants

As of June 30, 2013, we were in compliance with our covenants of the $45 million Senior Notes.

Contractual Obligations

There have been no material changes in our contractual obligations as of June 30, 2013, as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, except for the annual interest payments of $4.2 million and the principal balance due in January 2018 of the Senior Notes discussed above.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

There has been no material changes in our assessment of our sensitivity to market risk as of June 30, 2013, as previously disclosed in Part II, Item 7A “Quantitative and Qualitative Disclosures about Market Risks” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Concentration of credit risk

The following table presents customers with revenues greater than 10% of our consolidated total revenues for the periods shown:

	Three Months ended						Six Months ended
	June 30,						June 30,
	2013			2012			2013			2012
Caterpillar Inc.		15.7	%		19.0	%		20.0	%		18.8	%
Komatsu Ltd.		11.5	%		12.1	%		12.1	%		11.8	%
Hitachi Construction Machinery Co., Ltd.		*			10.3	%		*			10.6	%

* Balance is less than 10% of consolidated total revenues.

Item 4. Disclosure Controls and Procedures

Evaluation of the Company’s disclosure controls and procedures.

The Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of June 30, 2013. Based on their evaluation, the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2013.

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Changes in Internal Control over Financial Reporting.

We reviewed our internal control over financial reporting at June 30, 2013. As a result of the acquisitions, we have begun to integrate certain business processes and systems of MobileNet and GlobalTrak. Accordingly, certain changes have been made and will continue to be made to our internal controls over financial reporting until such time as this integration is complete. In reliance on interpretive guidance issued by the SEC staff, management has chosen to exclude disclosure of changes in internal control over financial related to MobileNet and GlobalTrak.

There have been no other changes in our internal control over financial reporting identified in an evaluation thereof that occurred during the second quarter of 2013 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in various litigation claims or matters involving ordinary and routine claims incidental to our business. Management currently believes that the outcome of these proceedings, either individually or in the aggregate, will not have a material adverse effect on our business, results of operations or financial condition.

Item 1A. Risk Factors

Except as discussed under “Overview” in Part 1, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” there have been no material changes in the risk factors as of June 30, 2013, as previously disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the six months ended June 30, 2013, holders of Series A convertible preferred stock converted 11,011 shares into 18,345 shares of our common stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

10.2	Asset Purchase Agreement dated as of March 13, 2013 between the Company and System Planning Corporation.
10.3	Asset Purchase Agreement dated as of March 13, 2013 between the Company and MobileNet, Inc.
31.1	Certification of President and Chief Executive Officer required by Rule 13a-14(a).
31.2	Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a).
32.1	Certification of President and Chief Executive Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350.
32.2	Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350.
101. INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* This exhibit with this Quarterly Report on Form 10-Q, is deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of ORBCOMM Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

30

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ORBCOMM Inc. (Registrant)
Date: August 9, 2013	/s/ Marc J. Eisenberg
	Marc J. Eisenberg,
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: August 9, 2013	/s/ Robert G. Costantini
	Robert G. Costantini,
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)
Date: August 9, 2013	/s/ David A. Dziemian
	David A. Dziemian
	Senior Vice President, Controller and Principal Accounting Officer
	(Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
10.2	Asset Purchase Agreement dated as of March 13, 2013 between the Company and System Planning Corporation.
10.3	Asset Purchase Agreement dated as of March 13, 2013 between the Company and MobileNet, Inc.
31.1	Certification of Chief Executive Officer and President required by Rule 13a-14(a).
31.2	Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a).
32.1	Certification of Chief Executive Officer and President required by Rule 13a-14(b) and 18 U.S.C. Section 1350.
32.2	Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350.
101. INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* This exhibit with this Quarterly Report on Form 10-Q, is deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of ORBCOMM Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

31

EX-10.2

Exhibit 10.2

EXECUTION COPY

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

ORBCOMM Inc., a Delaware corporation

and

System Planning Corporation, a Delaware corporation

Dated: March 13, 2013

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS	1
1.1. Specified Definitions	1
1.2. Other Terms	12
1.3. Other Definitional Provisions	12
ARTICLE 2 PURCHASE AND SALE OF ASSETS	12
2.1. Description of Purchased Assets	12
2.2. Retained Assets	14
2.3. Reliance	15
ARTICLE 3 ASSUMPTION AND NON-ASSUMPTION OF LIABILITIES	16
3.1. Description of Assumed Liabilities	16
3.2. Non-Assumption of Liabilities	16
3.3. Liabilities With Respect to Personnel Matters	17
ARTICLE 4 PURCHASE PRICE AND PAYMENT	19
4.1. Purchase Price	19
4.2. Payment of Purchase Price and Assumption of Assumed Liabilities	19
4.3. Purchase Price Adjustments	20
4.4. Uncollected Receivables	22
4.5. Allocation of Purchase Price	22
4.6. Withholding Tax	22
ARTICLE 5 THE CLOSING	23
5.1. The Closing	23
5.2. Closing Date	23
5.3. Deliveries by Seller	23
5.4. Deliveries by Purchaser	24
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLER	24
6.1. Due Organization and Authority; Subsidiaries	24
6.2. Qualification	25
6.3. Organizational Documents and Seller Records	25
6.4. Financial Statements	25
6.5. Authority to Execute and Perform Agreement	25
6.6. Absence of Certain Liabilities	26
6.7. Absence of Certain Changes or Events	26
6.8. Title to Assets and Properties; Condition	28
6.9. Permits and Licenses	28
6.10. Intellectual Property	28
6.11. No Conflict of Interest	32
6.12. Labor Relations; Officers and Employees	32
6.13. Employee Benefits	33
6.14. Environmental Matters	34
6.15. Taxes	34
6.16. Legal Proceedings	35
6.17. Contracts	36
6.18. Compliance with Laws, Certifications	37
6.19. Insurance	38
6.20. Fees or Commissions	38

i

6.21. Illegal Payments	39
6.22. Suppliers and Customers	39
6.23. Inventories	39
6.24. Real Property	39
6.25. Receivables	40
6.26. Disclosure	40
ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF PURCHASER	40
7.1. Organization	40
7.2. Authority to Execute and Perform Agreement	40
7.3. Fees or Commissions	40
7.4. Orders	41
7.5. Sufficiency of Funds	41
7.6. Governmental Authorizations	41
ARTICLE 8 COVENANTS	41
8.1. Conduct of the GlobalTrak Business	41
8.2. Examinations and Investigations, Confidentiality Agreement	42
8.3. Certain Filings, Consents and Action	43
8.4. Public Announcement	43
8.5. Acquisition Proposals	43
8.6. Further Assurances	44
8.7. Proration of Expenses; Transfer Taxes	44
8.8. Financial Information	44
8.9. Third Party Consents	44
8.10. Bulk Sales Law	45
8.11. Cessation of Use of Names; Telephone; Domain Names	45
8.12. Tax Cooperation	45
8.13. Access to Records	45
ARTICLE 9 CONDITIONS TO OBLIGATIONS OF PURCHASER	45
9.1. Representations and Warranties True as of the Closing Date	46
9.2. Performance by Seller	46
9.3. Authority	46
9.4. Consents	46
9.5. Assumed Contracts and Assigned Rights	46
9.6. Absence of Litigation	46
9.7. No Material Adverse Change	46
9.8. [Intentionally omitted]	46
9.9. Agreement with the Key Personnel	46
9.10. Due Diligence	46
9.11. Certificate of Indebtedness	46
9.12. Discharge of Liens	47
9.13. Other Agreements	47
9.14. FIRPTA Certificate	47
9.15. Escrow Agreement	47
9.16. Proceedings and Documents Satisfactory	47
9.17. Certain Financial Information	47

ii

9.18. Contract Manufacturing Agreement, Transition Services Agreement and Mutual Non-Disclosure Agreement	48
9.19. Permitted Acquisition	48
ARTICLE 10 CONDITIONS TO OBLIGATIONS OF SELLER	48
10.1. Representations and Warranties True as of the Closing Date	49
10.2. Performance by Purchaser	49
10.3. Authority	49
10.4. Absence of Litigation	49
10.5. Other Agreements	49
10.6. Escrow Agreement	49
10.7. Proceedings and Documents Satisfactory	49
ARTICLE 11 INDEMNIFICATION	50
11.1. Survival of Representations and Warranties; Remedies	50
11.2. Indemnification by Seller	50
11.3. Indemnification by Purchaser	50
11.4. Indemnification Procedures	50
11.5. Method and Manner of Paying Indemnity Claims	51
11.6. Limitations on Indemnification	52
11.7. Calculation of Losses	53
11.8. Exclusive Remedy	53
ARTICLE 12 TERMINATION	53
12.1. Termination of Agreement	53
12.2. Rights upon Termination	54
ARTICLE 13 CONFIDENTIALITY AND NON-SOLICITATION	55
13.1. Confidential Information	55
13.2. Agreement Not To Disclose Confidential Information	55
13.3. Agreement Not To Interfere With Relationships	55
13.4. Agreement Not To Solicit Employees	56
13.5. Enforceability	56
ARTICLE 14 MISCELLANEOUS	56
14.1. Benefit and Assignment	56
14.2. Governing Law	56
14.3. Expenses and Taxes	56
14.4. Counterparts	56
14.5. Headings	56
14.6. Amendment, Modification and Waiver	57
14.7. Entire Agreement	57
14.8. Seller’s and Purchaser’s Acknowledgment	57
14.9. Notices	57
14.10. Disclaimer of Warranties	58

iii

SCHEDULES AND EXHIBITS

Exhibit 9.4

Exhibit 9.5

Exhibit 9.15

Schedule 2.1.1

Schedule 2.1.3

Schedule 2.1.6(a)

Schedule 2.1.6(b)

Schedule 2.2.9

Schedule 2.2.11

Schedule 2.2.14

Schedule 3.3

Schedule 4.3

Schedule 4.5

Schedule 6.2

Schedule 6.4

Schedule 6.5

Schedule 6.7

Schedule 6.8.1

Schedule 6.9

Schedule 6.10.1

Schedule 6.10.2

Schedule 6.10.3

Schedule 6.10.4

Schedule 6.10.5

Schedule 6.10.6

Schedule 6.10.7

Schedule 6.11

Schedule 6.12

Schedule 6.13.1

Schedule 6.14

Schedule 6.15

Schedule 6.16

Schedule 6.17

Schedule 6.17.4

Schedule 6.19

Schedule 6.22

iv

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is made as of the 13^th day of March, 2013, by and between ORBCOMM Inc., a Delaware corporation with its principal place of business at 395 W. Passaic Street, Suite 325, Rochelle Park, New Jersey 07662 (“Purchaser”) and System Planning Corporation, a Delaware corporation with its principal place of business at 3601 Wilson Boulevard, Arlington, Virginia 22201 (the “Seller”).

Background Information

A. Seller, in its unincorporated division known as GlobalTrak (“GlobalTrak”), presently engages in the business of design, development, testing, marketing and sale of cargo security solutions and global supply chain management tools and services (the “GlobalTrak Business”).

B. Seller desires to sell the GlobalTrak Business and the assets associated therewith as more fully described herein and Purchaser (or a wholly-owned subsidiary of Purchaser, formed to receive the Purchased Assets and operate the GlobalTrak Business after the Closing) desires to purchase such assets.

C. As of February 10, 2013, Seller and Purchaser entered into a letter of intent, which letter of intent contemplates the execution of a definitive purchase agreement among the parties.

D. This Agreement is the definitive purchase agreement contemplated by the letter of intent.

Statement of Agreement

In consideration of the foregoing premises and the mutual covenants of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1. Specified Definitions.

As used in this Agreement, the following capitalized terms have the meanings specified below:

“Acquisition Proposal” shall have the meaning set forth in Section 8.5.

“Affiliate” of a Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the possession of the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by Contract or otherwise.

“Agreement” shall have the meaning set forth in the Preamble.

“Allocation Schedule” shall have the meaning set forth in Section 4.5.

“Asset Sale” means the sale of the Purchased Assets to Purchaser at the Closing in accordance with the terms and conditions of this Agreement.

“Assigned Rights” shall have the meaning set forth in Section 2.1.10.

“Assigned Receivables” shall have the meaning set forth in Section 4.4.1.

“Assumed Contracts” shall have the meaning set forth in Section 2.1.6.

“Assumed Liabilities” shall have the meaning set forth in Section 3.1.

“Balance Sheet” shall have the meaning set forth in Section 6.4.

“Balance Sheet Date” shall have the meaning set forth in Section 6.4.

“Benefit Arrangement” means a plan, program, agreement, arrangement or practice providing for bonuses, incentive compensation, deferred compensation, vacation pay, severance pay, restricted stock, stock options, tuition reimbursement or any other material perquisite or employee benefit (other than a Plan) maintained or sponsored by Seller for the benefit of Seller’s employees, including individuals who support the GlobalTrak Business.

“Carry-Over Days” shall have the meaning specified in Section 3.3.2.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et. seq., as amended, and the rules and regulations promulgated thereunder.

“Certificate of Indebtedness” shall have the meaning set forth in Section 9.11

“Claims” shall have the meaning specified in Section 6.16.

“Closing” shall have the meaning specified in Section 5.1.

“Closing Cash Amount” shall have the meaning specified in Section 4.1.2.

“Closing Date” shall have the meaning specified in Section 5.2.

- 2 -

“Closing Date Net Working Capital” shall have the meaning specified in Section 4.3.4.

“Closing Receivables” shall have the meaning specified in Section 4.4.1.

“COBRA” shall have the meaning specified in Section 6.13.9.

“Code” means the Internal Revenue Code of 1986, as amended or recodified, and regulations promulgated thereunder.

“Confidential Information” shall have the meaning specified in Section 13.1.

“Confidentiality Agreement” means that certain Non-Disclosure Agreement between Seller and Purchaser effective as of November 30, 2012.

“Contracts” means and includes (i) all contracts, licenses, leases, indentures, deeds, instruments, joint venture, environmental indemnity and other agreements, commitments and all other legally binding arrangements, and (ii) without limitation of clause (i), all legally binding bids, quotations, proposals or other offers, whether oral or written, but in any event excluding Permits, Plans, Benefit Arrangements and any contract relating to any Indebtedness.

“Current Employees” shall have the meaning specified in Section 3.3.1.

“Deductible Amount” shall have the meaning specified in Section 11.6.1.

“Developed Software” shall have the meaning specified in Section 6.10.6.11.

“Distribution Schedule” means the Distribution Schedule prepared and delivered by the Seller to Purchaser which reflects the distribution of the Closing Cash Amount to be made at Closing to (i) the third parties and in the amounts noted thereon and (ii) the Seller.

“DLA Cash Deposit” shall have the meaning specified in Section 2.1.5.

“Documentation” means user guides, manuals, and written instructions for the Software, and any other written materials in any media that explain how the Software runs.

“Due Diligence” shall have the meaning specified in Section 8.2.

“Environmental Claim” means any notice, claim, demand or other communication (collectively, a “claim”) alleging or asserting Liability for Remedial Action costs, damages to natural resources or other property, personal injuries, fines or penalties, arising out of, based on or resulting from (i) the presence, or Release into the environment, of any Hazardous Substance, in, on or under any property, whether or not owned, or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law including, without limitation, violation of a Permit or failure to obtain a Permit. The term “Environmental Claim” shall include, without limitation, any claim by any Governmental Authority for enforcement, Remedial Action or damages pursuant to any applicable Environmental Law, and any claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the presence of Hazardous Substances in, on or under any property, whether or not owned, or arising from actual or alleged injury or threat of injury to property, health, safety or the environment in relation to Hazardous Substances in, on or under any property, whether or not owned.

- 3 -

“Environmental Law” means any past or present Law, Order or common law relating to the protection of the environment, natural resources, human health or safety, such as the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq., as amended; the Resource Conservation and Recovery Act 42 U.S.C. §§ 6901 et seq., as amended; the Clean Water Act, 33 U.S.C. §§ 1251 et seq., as amended; the Clean Air Act, 42 U.S.C. §§ 7401 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., as amended, the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq., as amended,; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., as amended.

“Environmental Liability” means and includes, with respect to any Person, (i) any Liability of such Person, whether now existing or hereafter arising at any time, (x) under any Environmental Law or under any Permit issued pursuant to any Environmental Law (including without limitation for any violation or alleged violation of any such Environmental Law or Permit), or (y) without limitation of the generality of subclause (x), in connection with any Remedial Action, and (ii) without limiting the generality of clause (i), any Environmental Claim made against such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

“Escrow Agent” means SunTrust Bank, N.A.

“Escrow Agreement” means that certain Escrow Agreement substantially in the form of Exhibit 9.15, to be entered into at Closing by the Seller, Purchaser, and the Escrow Agent, subject to any modifications, based on changes that may be requested by the Escrow Agent, which the parties thereto find acceptable, which acceptability will be evidenced by their execution thereof at or prior to Closing.

“Escrow Amount” shall have the meaning specified in Section 4.2.1.

“Estimated Net Working Capital” shall have the meaning specified in Section 4.3.1.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time, including the rules and regulations promulgated thereunder.

“Final Adjustment” shall have the meaning specified in Section 4.3.5.

“Final Closing Statement” shall have the meaning specified in Section 4.3.3.

- 4 -

“Financial Statements” shall have the meaning specified in Section 6.4.

“GAAP” means United States generally accepted accounting principles.

“GlobalTrak Business” shall have the meaning specified in the Background Information.

“Governmental Authority” means any agency, board, bureau, court, commission, department, instrumentality or administration of any foreign government, the United States government, the government of any state, province, district, territory or possession of the United States or any other country and any local or other governmental body or any political subdivision of any of the foregoing.

“Hazardous Substance” means (i) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form, urea formaldehyde foam insulation, and polychlorinated biphenyls (PCBs); (ii) any chemicals or other materials or substances which are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutants,” “contaminants,” “solid wastes,” “wastes” or words of similar import under any Environmental Law; and (iii) any other chemical or other material or substance, for which handling, disposal, treatment, storage, transportation, release, exposure to, or presence or migration is now or hereafter prohibited, limited or regulated by, or would result in liability pursuant to, any Environmental Law.

“Indebtedness” of any Person, means, without duplication: (i) the principal of and interest upon and premium (if any) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding accounts payable, other current liabilities, and long-term deferred revenue of such Person arising in the ordinary course of business of such Person); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; and (iv) all obligations of the type referred to in clauses (i) through (iii) of any third party for the payment of which such Person is responsible or liable, directly or indirectly, whether as an obligor, guarantor or in some other similar capacity.

“Indemnified Amount” shall have the meaning specified in Section 11.5.1.

“Indemnified Party” shall have the meaning specified in Section 11.4.1.

“Indemnifying Party” shall have the meaning specified in Section 11.4.1.

“Indemnity Claim” shall have the meaning set forth in Section 11.4.1.

“Initial Closing Statement” shall have the meaning specified in Section 4.3.1.

- 5 -

“Independent Accounting Firm” shall have the meaning specified in Section 4.3.4.

“Intellectual Property” means (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all domestic and foreign patents, patent applications, and patent disclosures and licenses to patents owned by others, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith and licenses to copyrights owned by others, (iii) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, bills of material, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (iv) all trademarks, service marks, trade dress, logos, trade names, internet domain names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (v) all Software and licenses to Software owned by others; (vi) all intellectual property rights arising from or in respect of Technology, and (vii) all copies and tangible embodiments thereof (in whatever form or medium); together with the goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under applicable Laws including the right to sue for, collect damages, settle and release claims for past, present, and future infringement, including without limitation, the right to sue to enjoin infringement, and (viii) all other applications and registrations related to any of the intellectual property rights set forth in the foregoing clauses (i) – (vii) above.

“Interim Balance Sheet” shall have the meaning specified in Section 6.4.

“Interim Balance Sheet Date” shall have the meaning specified in Section 6.4.

“Interim Financials” shall have the meaning specified in Section 6.4.

“Inventories” shall have the meaning specified in Section 2.1.2.

“Key Personnel” means Daniel Chuhay, John Loftus, Ronald Straz, and Richard Meyers.

“Law” means any law, statute, rule, regulation, ordinance, policy, guidance, common law or other pronouncement having the effect of law of any Governmental Authority, in effect from time to time.

“Liabilities” means, as to any Person, all debts, adverse claims, liabilities and obligations, direct, indirect, absolute or contingent, known or unknown, of such Person, whether accrued, vested or otherwise, whether in contract, tort (including without limitation toxic tort), strict liability or otherwise and whether or not actually reflected, or required by GAAP to be reflected, in such Person’s balance sheets or other books and records.

“Licenses In” shall have the meaning specified in Section 6.10.2.

- 6 -

“Licenses Out” shall have the meaning specified in Section 6.10.3.

“Lien” means any pledge, mortgage, security interest, charge against, encumbrance, or lien upon any of the Purchased Assets or upon the income or profits therefrom, in each case to secure payment of any Indebtedness or debt or performance of any obligation.

“Losses” means any and all claims, losses, damages, liabilities, obligations (including those arising out of any action, such as any settlement or compromise thereof or judgment or award therein) and any reasonable costs and expenses, including, without limitation, attorney’s fees and disbursements; provided, however, Losses shall not include consequential, incidental, special, or punitive damages (unless, in each case, as may be required to be paid to a third party as a result of a Third Party Claim), or any damages based on a multiple of earnings, profits, EBITDA or other valuation methodology, whether based on contract, tort, strict liability, other law or otherwise.

“Machinery and Equipment” shall have the meaning specified in Section 2.1.1.

“Manufacturing Business” means the Seller’s business of manufacturing Products to be sold by the GlobalTrak Business or used exclusively or primarily in the operation of the GlobalTrak Business.

“material” or any derivative thereof, when referring to any fact, matter or event addressed or referenced in Article 6 hereof, means that such fact, matter or event or group of related or similar facts, matters or events results in a financial impact on, or aggregate loss to Seller of $25,000.00 or more.

“Material Adverse Change” means any event, occurrence, fact, condition, or change that has, or would reasonably be expected to have, a material adverse change in the financial condition, business, assets, liabilities, or results of operations of the GlobalTrak Business, taken as a whole; provided, however, that “Material Adverse Change” shall not include any event, occurrence, fact, condition, or change (in each case, which does not have a disproportionate impact on the GlobalTrak Business), arising out of or attributable to: (i) any changes, conditions or effects in the United States or foreign economies or securities or financial markets in general; (ii) changes, conditions or effects that affect the industries in which the GlobalTrak Business operates; (iii) any change, effect or circumstance resulting from an action required or permitted by this Agreement; (iv) the effect of any changes in applicable Laws or accounting rules, including GAAP; (v) any change, effect or circumstance resulting from the announcement of this Agreement; or (vi) conditions caused by acts of terrorism or war (whether or not declared) or any man-made disaster.

“Material Adverse Effect” means any event, occurrence, fact, condition, or change that has, or would reasonably be expected to have, a material adverse effect on the financial condition, business, assets, liabilities, or results of operations of the GlobalTrak Business, taken as a whole; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change (in each case, which does not have a disproportionate impact on the GlobalTrak Business), arising out of or attributable to: (i) any changes, conditions or effects in the United States or foreign economies or securities or financial markets in general; (ii) changes, conditions or effects that affect the industries in which the GlobalTrak Business operates; (iii) any change, effect or circumstance resulting from an action required or permitted by this Agreement; (iv) the effect of any changes in applicable Laws or accounting rules, including GAAP; (v) any change, effect or circumstance resulting from the announcement of this Agreement; or (vi) conditions caused by acts of terrorism or war (whether or not declared) or any man-made disaster.

- 7 -

“Multiemployer Plan” means a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA which is maintained, sponsored or contributed to by Seller for the benefit of any employee employed in the GlobalTrak Business.

“Net Working Capital” means, (i) the current assets at net realizable value included in the Purchased Assets (which exclude any current assets which are Retained Assets), minus (ii) the current liabilities (including any deferred revenue included in the Assumed Liabilities (which exclude any current liabilities which are Retained Liabilities)), all calculated in accordance with GAAP as applied by the Seller in the preparation of its Financial Statements and the further principles and methodologies set forth on Exhibit 4.3.

“Object Code” means the machine language readable format of the Software together with any modifications, enhancements, upgrades, updates, additions and derivatives thereof.

“OFAC Regulations” shall have the meaning specified in Section 6.18.4.

“Order” means any writ, judgment, decree, injunction or similar order or binding settlement of or with any Governmental Authority, in each case whether preliminary or final.

“Ordinary Course of Business” means in the ordinary course of the GlobalTrak Business consistent with past practice (including with respect to quantity and frequency); however, for the avoidance of any doubt, any costs of accounting, legal and other third party consultants incurred in connection with the transactions contemplated by this Agreement shall not be considered costs incurred in the Ordinary Course of Business.

“Owned Intellectual Property” means Intellectual Property and rights therein owned by Seller which is used or intended for use primarily or exclusively in the GlobalTrak Business.

“Permit” means any permit, license, franchise, approval and authorization issued or granted by a Governmental Authority.

“Permitted Liens” means (i) statutory liens for current taxes, assessments or other governmental charges not yet delinquent or being contested in good faith by appropriate proceedings, (ii) mechanics’, carriers’, workers’, repairers’, landlords’ and similar liens arising or incurred in the Ordinary Course of Business which secure the payment of Assumed Liabilities which are not past due or are being contested in good faith by appropriate proceedings, (iii) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations, (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, and other obligations of a like nature incurred in the Ordinary Course of Business, and (v) any imperfections of title or similar matters that do not, individually or in the aggregate, materially impair the current use and enjoyment of the applicable property.

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“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or Governmental Authority.

“Plan” means any “employee benefit plan” as such term is defined in Section 3(3) of ERISA, other than a Multiemployer Plan, which is maintained by Seller, (a) to which Seller contributes or is obligated to contribute on behalf of employees employed in the GlobalTrak Business; or (b) for the benefit of Seller’s employees, including individuals who support the GlobalTrak Business.

“Pre-Closing Tax Periods” means taxable periods ending on or before the Closing Date and the portion ending on the Closing Date of any taxable period that includes but does not end on the Closing Date.

“Prepaid Items” shall have the meaning specified in Section 2.1.5.

“Privileged Documents” shall have the meaning specified in Section 2.2.15.

“Products” means all goods or services currently sold or offered for sale by Seller in its GlobalTrak Business including as set forth on Schedule 6.10.5.

“Proposed Contracts” shall have the meaning set forth in Section 6.17.2.

“Purchase Price” shall have the meaning specified in Section 4.1.

“Purchase-Price Limited Losses” shall have the meaning specified in Section 11.6.1.

“Purchased Assets” shall have the meaning specified in Section 2.1.

“Purchaser” shall have the meaning specified in the Preamble.

“Purchaser Indemnified Parties” shall have the meaning specified in Section 11.2.

“Purchaser Fundamental Representations” shall have the meaning specified in Section 11.1.

“Purchaser Representation and Warranty Losses” shall have the meaning specified in Section 11.6.2.

“Purchaser’s Proposed Calculations” shall have the meaning specified in Section 4.3.4.

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“Real Property Leases” shall have the meaning specified in Section 6.24.2.

“Receivables” shall have the meaning specified in Section 2.1.8.

“Release” means any releasing, spilling, leaking, discharging, disposing of, pumping, pouring, emitting, emptying, injecting, leaching, dumping or allowing to escape, and includes any “release” as defined in CERCLA.

“Remaining Disputed Items” shall have the meaning specified in Section 4.3.4.

“Remedial Action” means any action to clean up, investigate, monitor, abate, transport, remove, treat or in any other way address or respond to any Hazardous Substances.

“Representation and Warranty Cap” shall have the meaning specified in Section 11.6.3.

“Representation and Warranty Losses” shall have the meaning specified in Section 11.6.1.

“Retained Assets” shall have the meaning specified in Section 2.2.

“Retained Contracts” shall have the meaning specified in Section 2.1.6.

“Retained Liabilities” shall have the meaning specified in Section 3.2.

“Retained Records” shall have the meaning specified in Section 2.2.4.

“Schedules” means the disclosure schedules delivered to Purchaser in connection herewith.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended from time to time, including the rules and regulations promulgated thereunder.

“Seller” shall have the meaning specified in the Preamble.

“Seller Fundamental Representations” shall have the meaning specified in Section 11.1.

“Seller Indemnified Parties” shall have the meaning specified in Section 11.3.

“Seller’s Proposed Calculations” shall have the meaning specified in Section 4.3.4.

“Seller’s Knowledge” means matters actually known by the following personnel of Seller: Dr. Ronald L. Easley, Richard Hozik, Richard Meyers, Stuart Lawson, John Loftus, Ron Martin, Aaron Martin and Daniel Chuhay and the knowledge of such individuals would have after reasonable due inquiry.

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“Software” means the object and source code versions of computer programs and associated documentation, training materials and configurations to use and modify such programs, including programmer, administrator, end user and other documentation including the Documentation, Object Code, and Source Code.

“Source Code” for Software means the source code programming statements and instructions written by the programmer(s), including comments, remarks, and any other documentation embedded within the source code, that are in human readable form and not yet compiled into machine language, in electronic media or hard copy form and related programmer-level documentation for the computer programs that are sufficient to enable a competent programmer to understand all details pertaining to the algorithms embodied in the operation of the computer programs and other proprietary technology, together with any modifications, enhancements, additions, upgrades, updates and derivatives thereof.

“Target Net Working Capital” means $00.00.

“Tax” means all federal, state, local, foreign and other income, gross receipts, commercial activity, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Technology” means all designs, formulas, algorithms, procedures, techniques, ideas, know-how, Software, programs, models, routines, databases, tools, inventions, creations, improvements, works of authorship, and all recordings, graphs, drawings, reports, analyses, other writings, and any other embodiment of the above, in any form, whether or not specifically listed herein.

“Third Party Claim” shall have the meaning specified in Section 11.4.2.

“Transferred Employees” shall have the meaning specified in Section 3.3.1.

“Transfer Taxes” shall have the meaning specified in Section 8.7.2.

“Warranty Deduction” shall have the meaning specified in Section 3.1.3.

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1.2. Other Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

1.3. Other Definitional Provisions. The words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.3.1. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

1.3.2. The terms “dollars” and “$” shall mean United States dollars.

1.3.3. As used herein: (i) the phrases “date of this Agreement” and “date hereof” and any other phrases of similar import shall mean the date that first appears in the Preamble at the top of page 1 of this Agreement; and (ii) unless the context otherwise requires, the word “or” is not exclusive.

1.3.4. Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”.

ARTICLE 2

PURCHASE AND SALE OF ASSETS

2.1. Description of Purchased Assets. On the terms and subject to the conditions herein expressed, Seller shall sell, convey, transfer, assign, set over and deliver to Purchaser on the Closing Date, and Purchaser shall purchase and accept, all of the assets, rights and interests (except the Retained Assets hereinafter described and defined in Section 2.2 below) then owned by Seller or to which Seller is entitled or uses, and in either case used or intended for use exclusively or primarily in the operation of the GlobalTrak Business, tangible and intangible, of every kind, nature and description, and wheresoever situated, whether or not any of the foregoing assets are carried or reflected on the books of Seller as of the time of assignment, transfer and conveyance to Purchaser, including without limitation the following:

2.1.1. Machinery and Equipment. All machinery, equipment, computers and computer hardware (including Information Management Bureau servers), product testing equipment, and other fixed or tangible assets, which are used or intended for use exclusively or primarily in the operation of the GlobalTrak Business and expressly including without limitation all items listed on Schedule 2.1.1 (the “Machinery and Equipment”);

2.1.2. Inventories. All inventories designated for use in the GlobalTrak Business, including without limitation merchandise, raw materials, work in process, finished goods, supplies, component parts, including such items in the possession of contract manufacturers or other third parties which are identified to contracts related to the GlobalTrak Business, production and office supplies, stationery and other imprinted material, marketing and promotional materials (whether stored electronically or electromagnetically, in written form or otherwise) existing on the Closing Date which are used or intended for use exclusively or primarily in the operation of the GlobalTrak Business (the “Inventories”);

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2.1.3. Intangible Property. All Owned Intellectual Property, all rights in internet web sites and internet domain names, all computer files of information stored electronically or electromagnetically including those stored in memory or on discs or other repositories, the right to receive mail and other communications and shipments of merchandise addressed to Seller which, in each case relate, primarily or exclusively, to the GlobalTrak Business and expressly including without limitation all items listed on Schedule 2.1.3, all of Seller’s right, title and interest in the name “GlobalTrak” and the goodwill associated therewith, and the right to telephone numbers which relate to or are used or intended for use exclusively or primarily in the operation of the GlobalTrak Business;

2.1.4. Business Records. All data and records exclusively or primarily related to the GlobalTrak Business, wherever located and whether in tangible or electronic form, including but not limited to lists of past, present and prospective customers and records, data and information pertaining thereto which were or are used or intended for use in the operation of the GlobalTrak Business, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and databases, files and records relating to the Transferred Employees, but excluding the Retained Records and Privileged Documents;

2.1.5. Prepaid Items. All (i) deposits delivered to third parties by Seller exclusively or primarily with respect to the GlobalTrak Business or advances paid by Seller with respect to the GlobalTrak Business, including without limitation deferred charges and other prepaid items (the “Prepaid Items”); and (ii) cash, cash equivalents and short-term investments held by Seller arising from subcontracts fulfilled by the GlobalTrak Business related to fuel monitoring contracts with Defense Logistics Agency (the “DLA Cash Deposit”);

2.1.6. Contracts. All rights and benefits of or in favor of Seller resulting or arising from any Contracts or Permits (to the full extent transferrable under applicable Law) of Seller which exclusively or primarily arise out of or relate to the operation of the GlobalTrak Business, regardless of when accruing or accrued, including but not limited to those listed on Schedule 2.1.6(a) (“Assumed Contracts”), except that any Contract which cannot be transferred or assigned without the consent of a Governmental Authority or other third party which consent Seller has not obtained prior to Closing as provided in Section 5.3.8 shall be treated as provided in Section 8.9 (but shall nevertheless be included within the definition of Assumed Contracts for purposes of Article 6 hereof) and except for rights under Contracts listed on Schedule 2.1.6(b) (“Retained Contracts”);

2.1.7. Insurance. Any insurance proceeds, and any rights thereto, paid after the date hereof and before the Closing or payable to Seller after the Closing Date pursuant to any contract of insurance as a result of damage to or loss of any of the assets owned or operated by Seller that are to be, or in the absence of loss would otherwise have been, sold to Purchaser hereunder, but only if such damage or loss results from an occurrence after the date hereof and prior to the Closing and only to the extent such assets are not replaced at Seller’s expense prior to the Closing;

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2.1.8. Receivables. All accounts and rights to receive payment (commonly referred to as accounts receivable) of the GlobalTrak Business, including without limitation accounts arising from the sale of Products (including services) and Inventories, and any other accounts in each case which arise or have arisen exclusively or primarily out of the operation of the GlobalTrak Business (the “Receivables”);

2.1.9. Causes of Action. All rights in favor of Seller to the extent relating to the Purchased Assets and Assumed Liabilities, or the GlobalTrak Business, under guarantees, warranties, indemnities and similar rights, and all rights to causes of action, lawsuits, judgments, claims and demands of any nature in favor of Seller exclusively or primarily relating to the Purchased Assets or Assumed Liabilities;

2.1.10. Benefits of Non-Competes. To the extent legally transferrable or assignable, all of the benefits of and the rights to enforce the confidentiality, non-competition and non-solicitation covenants under contracts with current or former employees of or consultants to Seller who exclusively or primarily supported the GlobalTrak Business, including but not limited to the Current Employees who do not become Transferred Employees (the “Assigned Rights”), except that any Assigned Right which is not validly transferrable shall be treated as provided in Section 8.9; and

2.1.11. Other. Except for the Retained Assets (defined in Section 2.2 below), all other interests to which Seller has any right by ownership, use or otherwise, or in which Seller has a conveyable or assignable interest on the Closing Date and the proceeds of any thereof, to the extent any such interests are used or intended for use primarily or exclusively in the operation of the GlobalTrak Business.

The assets, properties and interests of Seller to be sold, conveyed, transferred, assigned, set over and delivered to Purchaser at the Closing are hereinafter sometimes called the “Purchased Assets.”

2.2. Retained Assets. Notwithstanding anything to the contrary contained in Section 2.1 above, the Purchased Assets exclude the following assets, which shall be retained by Seller whether or not related primarily or exclusively to the operation of the GlobalTrak Business (the “Retained Assets”):

2.2.1. All assets of any kind or nature of Seller which are not used or intended for use primarily or exclusively to the GlobalTrak Business;

2.2.2. all cash, cash equivalents and short-term investments, except for any insurance proceeds payable to Purchaser under Section 2.1.7, the DLA Cash Deposit and Prepaid Items;

2.2.3. Seller’s rights and proceeds under this Agreement and any agreements, certificates, or instruments to be executed hereunder;

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2.2.4. Seller’s organizational documents, stockholder records, agreements or instruments governing the internal affairs between Seller and its stockholders, Plan records and files, databases and files and records relating to employees or personnel matters (except those relating to Transferred Employees) and all Tax Returns of Seller together with the records relating thereto (the “Retained Records”);

2.2.5. Seller’s rights to and claims for Tax refunds attributable to any period prior to the Closing regardless of the timing of filing of any related Tax Return;

2.2.6. All assets of, and rights in connection with, the Plans;

2.2.7. Except to the extent otherwise provided in Section 2.1.7, all insurance policies and rights thereunder, including all insurance proceeds which Seller has a right to receive based upon events, circumstances or occurrences prior to the Closing;

2.2.8. All rights, claims and causes of action relating to any Retained Asset or any Retained Liability; and

2.2.9. Those assets listed on Schedule 2.2.9;

2.2.10. All inventories that are not Products;

2.2.11. All Permits of Seller which arise out of or relate to the operation of the GlobalTrak Business that are not transferrable under applicable Law and listed on Schedule 2.2.11;

2.2.12. All rights to causes of action, lawsuits, judgments, claims and demands of any nature in favor of Seller that do not exclusively or primarily relate to the Purchased Assets or Assumed Liabilities;

2.2.13. All of Seller’s vehicles, office furniture, trade fixtures, leasehold or other improvements to real property; and

2.2.14. All ownership, rights, and interests in all records, data and information that are subject to the attorney-client privilege or other legal privilege or protection in favor of Seller relating in any way to either: (i) the negotiation, documentation, approval, closing, or any other aspect relating to this Agreement and the transactions contemplated hereby, or (ii) the prosecution or the defense of any claims of any kind, type or nature by or against the Seller with respect to the matter set forth on Schedule 2.2.14 (collectively the “Privileged Documents”). The parties hereto further agree that the foregoing privileges and protections belong to the Seller and may be waived or modified only with the written consent of the Seller.

2.3. Reliance. Purchaser’s purchase of the Purchased Assets is made in full reliance upon Seller’s representations, warranties and covenants contained herein, and in particular, Seller’s warranties and representations as set forth in Article 6 hereof.

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ARTICLE 3

ASSUMPTION AND NON-ASSUMPTION OF LIABILITIES

3.1. Description of Assumed Liabilities. On the terms and subject to the conditions of this Agreement, Purchaser shall assume as of the Closing Date, and agree to pay and discharge in due course thereafter, and otherwise to perform in accordance with their requirements, the following, and only the following, debts, liabilities and obligations of Seller (the “Assumed Liabilities”) but only to the extent they are not Retained Liabilities:

3.1.1. trade payables, accounts payable, accrued expenses, other current liabilities and any deferred revenue arising out of, accruing or resulting from the operation of the GlobalTrak Business, the sale of Products, or the use, ownership or operation of the Purchased Assets, in each case prior to the Closing Date, but only to the extent that such liabilities were incurred in the Ordinary Course of Business and are included in the calculation of the Closing Date Net Working Capital;

3.1.2. obligations accruing after the Closing Date in respect of the Assumed Contracts which are assigned and transferred to, and assumed by, Purchaser at Closing (other than liability arising out of or relating to a breach or default occurring prior to the Closing Date);

3.1.3. obligations to Seller’s customers under written warranty agreements in the forms included in customer Contracts listed in Schedule 6.17.4 given by Seller to its customers in the Ordinary Course of Business prior to the Closing Date in connection with sales of Products or Inventories by Seller prior to the Closing Date (“Pre-Closing Warranties”); provided however, that if the amount of the warranty obligations incurred under the Pre-Closing Warranties in the fifteen (15) month period following the Closing Date (in a manner consistent with Seller’s prior policies and written warranty agreements with respect to warranty claims arising in the Ordinary Course of Business) exceeds the amount of Seller’s warranty reserve or obligation set forth in Net Working Capital as of the Closing Date (subject to the Final Adjustment), that difference (the “Warranty Deduction”) shall be paid by Seller to Purchaser first from the Escrow Amount, if any, and second by wire transfer or delivery of other immediately available U.S. funds;

3.1.4. obligations with respect to Transferred Employees set forth in Section 3.3 as responsibilities of Purchaser; and

3.1.5. The portion of Transfer Taxes, if any, for which Purchaser is responsible in accordance with Section 8.7.2.

3.2. Non-Assumption of Liabilities. Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of Seller (the “Retained Liabilities”); all Taxes arising from or with respect to the Purchased Assets (other than the portion of Transfer Taxes, if any, for which Purchaser is responsible in accordance with Section 8.7.2) or the operation of the GlobalTrak Business that are incurred in or attributable to any Pre-Closing Tax Period; any liability pursuant to any Environmental Law to the extent arising from or relating to any action, event, circumstance or condition occurring or existing on or prior to the

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Closing Date; any Indebtedness outstanding as of the Closing Date (except for obligations in respect of the Assumed Contracts to the extent assumed or to be assumed in accordance with Section 3.1.2 above, and the debts, obligations and liabilities to the extent assumed or to be assumed in accordance with Section 3.1.1 above); any liability existing immediately prior to Closing of the GlobalTrak Business to Seller or any of its Affiliates; any liability arising under the Assumed Contracts with respect to any breach or default of Seller existing on or prior to the Closing Date; any liability arising out of or related to Products of Seller manufactured or sold prior to Closing, including product liability claims (but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.3); any Liability arising out of claims of infringement of any Intellectual Property or Technology for infringements occurring prior to Closing; any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of Seller prior to the Closing Date; any Liability arising out of or resulting from Seller’s non-compliance with any Law or any Order of any Governmental Authority in connection with the operation of the GlobalTrak Business prior to the Closing; any liability relating to any indemnification obligation of Seller with respect to its officers or directors; any liability of Seller relating to the Contracts under which Purchaser receives Assigned Rights through Section 2.1.10; all accrued but unpaid performance bonuses owed to Seller’s employees, any liability or obligation relating to any Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith; and any other debts, liabilities or obligations of Seller not expressly included in the Assumed Liabilities.

3.2.1. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller and nothing contained in this Agreement shall be construed as imposing, directly or indirectly, on Purchaser any liability or obligation for such Retained Liabilities.

3.3. Liabilities With Respect to Personnel Matters.

3.3.1. Employees. All employees currently employed or contracted as an independent contractor by Seller in the operation of the GlobalTrak Business are listed on Schedule 3.3 (the “Current Employees”). Purchaser shall offer employment to each of the Current Employees, contingent in each case upon the Current Employee passing Purchaser’s customary background checks, with comparable salaries and comparable benefits in the aggregate to other employees of Purchaser with comparable duties and responsibilities (those Current Employees who pass the background check and accept Purchaser’s offer shall be referred to herein as “Transferred Employees”). Purchaser shall have the right to solicit the employment of the Current Employees and any former employee of Seller who worked exclusively or primarily to support the GlobalTrak Business who are not then employed by Seller to provide their services principally to Seller’s business other than the GlobalTrak Business. Purchaser shall provide Seller with a list of all Current Employees who rejected an offer of employment from Purchaser. Seller shall cooperate with Purchaser to attempt to allow those Transferred Employees who hold U.S. Government security clearances to retain such clearances as employees of Purchaser and Purchaser shall cooperate reasonably with Seller in arrangements necessary or desirable to effect such arrangements; provided that Seller shall not be obligated to incur out-of-pocket expenses in connection with such cooperation unless Purchaser agrees to reimburse same.

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3.3.2. Unused Vacation. Provided the liabilities for all such usual paid time off days have been fully accrued by Seller on the Interim Balance Sheet, or have been accrued thereafter in the Ordinary Course of Business and are reflected in the Closing Date Net Working Capital calculation, and to the extent such a credit is provided for in Seller’s written policies as of the Closing Date, Purchaser shall credit each Transferred Employee and Key Employee with unused paid time off days allowed in accordance with Seller’s policies applicable as of the Closing Date (“Carry-Over Days”), not to exceed ten (10) such days for each Transferred Employee or Key Employee. Carry-Over Days will be deemed used first by each Transferred Employee or Key Employee and will not be eligible for compensation should the Transferred Employee’s or Key Employee’s employment with Purchaser terminate. For purposes of their use and expiration by each Transferred Employee, Purchaser will treat Carry-Over Days under its paid time off policies in the same manner as days earned by the Transferred Employee in 2012, meaning that such days must be used prior to December 31, 2013, or they will be lost. Except as provided above in this Section 3.3.2, Seller shall be responsible for all payments required under state law to Seller’s employees with respect to accrued but unused paid time off days accrued prior to the Closing which are not assumed by Purchaser upon its employment of such individuals.

3.3.3. Non-Assumption. Seller shall be solely responsible for satisfying all legal obligations (whether arising under federal, state or local law or pursuant to contract) in connection with the employment by Seller of its employees prior or subsequent to the Closing Date, including without limitation any claims alleging age, sex or other discrimination, sexual harassment, violations of the Americans with Disabilities Act or similar type claims, and its termination of any employees, whether in connection with the consummation of the transactions contemplated by this Agreement or otherwise, and Purchaser shall have no obligation to satisfy any such obligations other than as expressly provided in Section 3.1.4, 3.3.2 and 3.3.5. Except as expressly provided in Section 3.3.2, Purchaser shall not assume, nor have any liability for or obligation to satisfy, any claims of Seller’s employees for any wages, salaries, fringe benefits or other compensation or benefits arising out of the employment by Seller of any such employees, including, without limitation, current or accrued liabilities, obligations or claims under or with respect to any pension, retirement, health benefit or other employee benefit plan, severance pay or payments, change in control or other similar bonus amounts, vacation and holiday pay or under any worker’s compensation, unemployment compensation or disability benefit law or any Liabilities of Seller arising by virtue of termination by Seller of employment of any employees of Seller prior to, in connection with, or following the Closing.

3.3.4. Employee Benefit Plans. Except as provided in Section 3.3.5, Purchaser will not adopt, continue in effect, or assume any liability under, any Plan or Benefit Arrangement sponsored, created, administered or participated in by Seller with respect to, or for the benefit of, any of Seller’s employees and regardless of whether or not any such liability, obligation or claim arises as the result of any termination of, or withdrawal from, such Plan or Benefit Arrangement or by virtue of the transactions described in, and which are the subject of, this Agreement. Seller shall be responsible for all costs and expenses of sponsoring, maintaining, or terminating the Plans and Benefit Arrangements of Seller.

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3.3.5. Plan Participation. As of the Closing Date, all Transferred Employees shall be eligible to participate in the employee benefit plans and arrangements maintained by Purchaser, which are identified to each such Transferred Employee in his or her offer letter from Purchaser, according to the terms of each such plan. Purchaser shall give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual (other than benefit accrual under any defined benefit plan) under the employee benefit plans and arrangements maintained by Purchaser in which such Transferred Employees participate for such Transferred Employees’ period of service (whether as an employee or independent contractor) with Seller or its respective predecessors, except to the extent such credit would result in a duplication of benefits. With respect to any “welfare benefit plan” (as defined in Section 3(1) of ERISA) maintained by Purchaser in which Transferred Employees are eligible to participate, Purchaser shall waive any eligibility requirements or pre-existing condition limitations and give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Transferred Employees with respect to similar plans maintained by Seller.

ARTICLE 4

PURCHASE PRICE AND PAYMENT

4.1. Purchase Price. The purchase price (“Purchase Price”) for the Purchased Assets shall equal the sum of the following, as adjusted as provided herein:

4.1.1. the Assumed Liabilities; plus

4.1.2. $2,750,000, subject to adjustment as provided in Section 4.3.2 (the “Closing Cash Amount”) and further adjusted as provided in Sections 4.3.3 through 4.3.5.

4.2. Payment of Purchase Price and Assumption of Assumed Liabilities. On the Closing Date, Purchaser shall assume the Assumed Liabilities and shall pay or cause to be paid or deliver or cause to be delivered the Closing Cash Amount, by bank wire transfer of immediately available funds, as follows:

4.2.1. to the Escrow Agent, $500,000.00 (the “Escrow Amount”) pursuant to the terms of the Escrow Agreement;

4.2.2. to the third parties set forth on the Distribution Schedule, the amounts noted thereon; and

4.2.3. to Seller, the balance of the Closing Cash Amount after the payment of the amounts set forth in Sections 4.2.1 and 4.2.2 above to Seller’s account as set forth on the Distribution Schedule.

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4.3. Purchase Price Adjustments.

4.3.1. Not less than five (5) days prior to the Closing, Seller shall have prepared and delivered to Purchaser (i) a good faith estimate of the balance sheet of the GlobalTrak Business as of the close of business on the Closing Date, prepared in accordance with GAAP, except for the absence of footnotes (such statement, the “Initial Closing Statement”), and (ii) a certificate of Seller, (A) certifying that the Initial Closing Statement was prepared on the basis described in clause (i) above and (B) containing Seller’s estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”). Commencing with Seller’s delivery of the Estimated Net Working Capital to Purchaser, Purchaser shall have reasonable access to the books and records and personnel of Seller and the opportunity to consult with Seller for purposes of confirming or disputing the Estimated Net Working Capital. If Purchaser shall disagree, in good faith, with any item set forth in the Estimated Net Working Capital or used to determine the Estimated Net Working Capital, then Purchaser and Seller shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Purchaser and Seller shall constitute the Estimated Net Working Capital. Notwithstanding the foregoing, Purchaser’s agreement with the Estimated Net Working Capital (or any item set forth therein or used to determine the Estimated Net Working Capital) shall not foreclose, prevent, limit or preclude any rights or remedy of Purchaser or Seller set forth in this Agreement.

4.3.2. If (i) the Estimated Net Working Capital is less than the Target Net Working Capital, the Closing Cash Amount shall be reduced by an amount equal to such deficiency or (ii) the Estimated Net Working Capital is greater than the Target Net Working Capital, the Closing Cash Amount shall be increased by an amount equal to such excess. Such adjustment shall be calculated based on the Initial Closing Statement and the certificate delivered pursuant to Section 4.3.1 above. The adjustment made at Closing pursuant to this Section 4.3.2 shall be subject to subsequent adjustment as provided in Sections 4.3.3., 4.3.4 and 4.3.5.

4.3.3. Within ninety (90) days after the Closing Date, Purchaser shall cause its accountants to prepare, at Purchaser’s expense, and deliver to Seller a statement of the Net Working Capital as of the close of business on the Closing Date prepared in the manner described in Section 4.3.1 (the “Final Closing Statement”).

4.3.4. When Purchaser delivers the Final Closing Statement, Purchaser shall also deliver to Seller a certificate (i) certifying that the Final Closing Statement was prepared in accordance with the procedures set forth in Section 4.3.3 above, and (ii) containing Purchaser’s calculations, based on the Final Closing Statement (the “Purchaser’s Proposed Calculations”), of the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”). Within sixty (60) days after receipt of the Final Closing Statement and the accompanying certificate, Seller shall notify Purchaser of its agreement or disagreement, as the case may be, with the Final Closing Statement and the accuracy of any of Purchaser’s Proposed Calculations. If Seller disputes any aspect of the Final Closing Statement or the amount of any of Purchaser’s Proposed Calculations, then Seller shall have the right to direct its independent accountants, at Seller’s expense, to review and test the Final Closing Statement. Seller’s accountants shall complete their review and test of the Final Closing Statement within thirty (30) days after the date Seller disputes any of Purchaser’s Proposed Calculations. If Seller and its independent accountants, after such review and test, still disagree with Purchaser’s Proposed Calculations, Seller shall submit its proposed alternative calculations (the “Seller’s Proposed Calculations”) of Closing Date Net Working Capital to Purchaser in writing within forty-five (45) days after the date upon which Seller shall have first notified Purchaser that it disputes any of Purchaser’s Proposed Calculations. If Purchaser does not accept Seller’s Proposed Calculations within ten (10) days after its receipt thereof, then within ten (10) days after Purchaser’s rejection of (or failure to timely accept) Seller’s Proposed Calculations, Seller and Purchaser shall select a mutually acceptable and nationally recognized independent accounting firm, other than Seller’s

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independent accountants and Purchaser’s independent accountants (such firm, the “Independent Accounting Firm”), to resolve the remaining disputed items (the “Remaining Disputed Items”), within thirty (30) days after the date of Purchaser’s rejection of (or failure to timely accept) Seller’s Proposed Calculations of the Remaining Disputed Items, by conducting its own review and test of the Final Closing Statement and thereafter selecting either Purchaser’s Proposed Calculations of the Remaining Disputed Items or Seller’s Proposed Calculations of the Remaining Disputed Items or an amount in between the two. Purchaser and Seller agree that they shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be paid jointly, one-half by Purchaser and one-half by Seller.

4.3.5. Upon the determination pursuant to Section 4.3.4 of the Final Closing Statement and the Closing Date Net Working Capital, the Closing Cash Amount shall be recalculated (the “Final Adjustment”) in accordance with Section 4.3.4 using the amount of the Closing Date Net Working Capital. If the Closing Cash Amount as so calculated is less than the Closing Cash Amount initially determined pursuant to Section 4.3.1, Seller shall promptly pay to Purchaser an aggregate amount equal to such difference by wire transfer or delivery of other immediately available US funds within five (5) business days after the date on which the Final Closing Statement is finally determined pursuant to Section 4.3.4. If the Closing Cash Amount as so calculated is more than the Closing Cash Amount initially determined pursuant to Section 4.3.1, Purchaser shall pay to Seller an amount equal to such excess by wire transfer or delivery of other immediately available US funds within five (5) business days after the date on which the Final Closing Statement is finally determined pursuant to Section 4.3.4.

4.3.6. Purchaser and Seller shall make good faith efforts to comply with the timing and response requirement set forth in this Section 4.3, but, in the absence of bad faith, neither party shall be deemed to be in breach of this Agreement, or to have waived its rights under this Section 4.3, on the basis of technical violations of timing or response requirements.

4.3.7. At the earliest practical date, the Purchaser will make the work papers and back-up materials used in preparing the Final Closing Statement and determining the Closing Date Net Working Capital, and the books, records and financial staff of the Purchaser available to the Seller and its accountants and other representatives (provided if the work papers are of an independent accounting firm, availability will be subject to such firm’s customary reasonable requirements for access) at reasonable times and upon reasonable notice at any time during (i) the review by the Seller of the Final Closing Statement, and (ii) the resolution by the parties hereto of any objections thereto.

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4.4. Uncollected Receivables.

4.4.1. If, prior to the one-hundred and fiftieth (150^th) day after the Closing Date, Purchaser has not collected an amount equal to the aggregate net amount of Receivables included in Closing Date Net Working Capital (such net Receivables, the “Closing Receivables”), then Purchaser shall have the right to assign to Seller all right, title and interest in all or a portion of such uncollected Closing Receivables (the “Assigned Receivables”). In consideration for such assignment Seller shall, as soon as practicable, pay to Purchaser an amount equal to (i) the Closing Receivables minus (ii) the amount collected in cash by Purchaser in respect of the Closing Receivables and minus (iii) the net book value as reflected in the Closing Date Net Working Capital of any uncollected Closing Receivables that are not Assigned Receivables. Receivables collected by Purchaser shall be applied to the invoice indicated in such payment and if no invoice number is indicated by the customer, to that customer’s oldest invoice. Purchaser shall have no obligation to file suit or undertake exceptional collection efforts outside of the scope of Purchaser’s customary internal procedures for collecting its accounts receivable. Purchaser shall not make any adjustment, concession or settlement of Closing Receivables without the prior written consent of Seller, which consent will not be unreasonably withheld, delayed or conditioned. The Seller shall be entitled to collect and retain the proceeds of all Assigned Receivables.

4.4.2. If, after the Closing Date, Seller shall receive any remittance from any account debtors with respect to the Closing Receivables (excluding the Assigned Receivables), Seller shall forward such remittance to Purchaser; and if Purchaser shall receive any remittance from any account debtors with respect to the Assigned Receivables or any Receivables not purchased at Closing, Purchaser shall send the remittance to Seller.

4.5. Allocation of Purchase Price. Purchaser and Seller agree that the Purchase Price shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) in accordance with the principles set forth on Schedule 4.5. A draft of the actual amounts of such allocation (the “Allocation Schedule”) shall be prepared by Purchaser and delivered to Seller prior to the end of the year in which the Closing Date falls. If Seller notifies Purchaser in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following receipt of the draft Allocation Schedule, such dispute shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne equally by Seller and Purchaser. Purchaser and Seller shall file all Tax Returns (including amended returns and claims for refund), information reports, and IRS Form 8594 and any similar forms required by any other Governmental Authority in a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price herein shall be allocated pursuant to Treasury Regulation Section 1.1060-1(e)(1)(ii)(B) in a manner consistent with the Allocation Schedule.

4.6. Withholding Tax. Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes that Purchaser may be required to deduct and withhold under any provision of Tax Law, provided that Purchaser shall use commercially reasonable efforts to provide notice to Seller ten (10) days prior to such withholding. All such withheld amounts shall be treated as delivered to Seller hereunder. To each of Purchaser’s knowledge and Seller’s knowledge, there is no obligation to withhold Taxes from the Purchase Price payable at the Closing.

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ARTICLE 5

THE CLOSING

5.1. The Closing. The closing of the transactions contemplated in this Agreement (“Closing”) shall take place via telecommunications equipment at 10:00 a.m., EST, on the 2^nd business day after the conditions to Closing set forth in this Agreement have been satisfied and fulfilled, unless the parties otherwise mutually agree in writing upon some other date or time, or designate a physical location. On the Closing Date, each of the parties shall execute and deliver by facsimile or other electronic means each of the documents to be delivered hereunder. This Agreement and each of the documents to be delivered hereunder, to the extent signed and delivered by means of a facsimile machine or other electronic delivery of an image file reflecting the execution hereof, shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. As soon as practicable following the Closing, each party shall deliver original forms of the executed agreements to the other party. Purchaser and Seller agree to use diligent efforts to close the transactions contemplated in this Agreement as soon as possible.

5.2. Closing Date. For purposes of this Agreement, the term “Closing Date” shall mean 11:59 p.m. on the day of Closing.

5.3. Deliveries by Seller. At Closing, Seller shall deliver the following to Purchaser:

5.3.1. such instruments or bills of sale, conveyance, transfer, assignment, or endorsement as will be required or as may be desirable to vest in Purchaser, its successors and assigns, all right, title and interest in and to the Purchased Assets, free and clear of Liens other than Permitted Liens, and patent, trademark and copyright assignments in such form as Purchaser may reasonably request;

5.3.2. possession and control of or access to all of the files, documents, papers, agreements, books of account and records pertaining to the Purchased Assets and the GlobalTrak Business (excluding the Retained Records), provided that when such items also pertain to Retained Assets furnishing true and correct copies of such items shall be sufficient;

5.3.3. a certificate executed by an officer of Seller to the effect that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, and affirming that the representations and warranties of Seller are true and correct, as provided in Section 9.1;

5.3.4. actual possession and operating control of the Purchased Assets;

5.3.5. all agreements, documents, consents, approvals, orders and the other instruments referenced in Article 9.

5.3.6. copies, certified by an officer of Seller, of stockholder and Board of Director resolutions of Seller authorizing the execution, delivery and performance of this Agreement and all actions necessary or desirable to consummate the transactions contemplated herein;

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5.3.7. lien discharges or terminations (or agreements therefor) with respect to the Purchased Assets in a form satisfactory to Purchaser from each creditor listed on the Certificate of Indebtedness;

5.3.8. the notices to, permits, authorizations, approvals, consents and waivers from any Governmental Authority and all third party consents, including the consents and assignments relating to Assumed Contracts and Assigned Rights listed on Exhibit 9.5, subject to Section 8.9;

5.3.9. the Distribution Schedule, dated as of the Closing Date, certified by a duly authorized officer of Seller.

5.4. Deliveries by Purchaser. At Closing, Purchaser shall deliver the following to Seller:

5.4.1. the items required to be paid or delivered as set forth in Section 4.2, including delivery of the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement;

5.4.2. such instruments of assumption and other documents, to effect Purchaser’s assumption of the Assumed Liabilities as Seller may reasonably request;

5.4.3. a certificate executed by an officer of Purchaser to the effect that the conditions set forth in Sections 10.1 and 10.2 have been satisfied and affirming that the representations and warranties of Purchaser are true and correct as provided in Section 10.1;

5.4.4. copies, certified by an officer of Purchaser, of resolutions of Purchaser’s Board of Directors authorizing the execution, delivery and performance of this Agreement and all actions necessary or desirable to consummate the transactions contemplated herein; and

5.4.5. all agreements, documents, consents, approvals, orders and other instruments referenced in Article 10.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser, as follows:

6.1. Due Organization and Authority; Subsidiaries. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now being and heretofore conducted. No shares of capital stock or other securities of any Person are included in the Purchased Assets.

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6.2. Qualification. Seller is duly qualified or otherwise authorized as a foreign corporation to transact business and is in good standing in each state or other jurisdiction set forth in Schedule 6.2, which include all jurisdictions in which the nature of the GlobalTrak Business or the ownership or leasing of the Purchased Assets by Seller makes such authorization necessary except to the extent that the failure to be so qualified or authorized would not reasonably be expected to have a Material Adverse Effect.

6.3. Organizational Documents and Seller Records. Seller has heretofore delivered to Purchaser true and complete copies of the Certificate of Incorporation certified by the Secretary of State of Delaware and the current Bylaws of Seller.

6.4. Financial Statements. The balance sheets of the GlobalTrak Business of Seller as of December 31, 2012, and January 1, 2012, and the related statements of operations, owners’ equity and cash flows for the fiscal years then ended, including footnotes, which have been prepared by Seller and, to the extent required pursuant to Section 9.17.2, to be audited by BDO USA, LLP, independent certified public accountants, and delivered to Purchaser, present fairly in all material respects the financial condition of the GlobalTrak Business of Seller as of such dates and the results of operations and cash flows of the GlobalTrak Business of Seller for the years then ended, in each case in accordance with GAAP consistently applied for the periods covered thereby. The foregoing financial statements of the GlobalTrak Business of Seller as of December 31, 2012, and January 1, 2012, and for the fiscal years then ended are sometimes herein called the “Financial Statements,” the balance sheet as of December 31, 2012 included in the Financial Statements is sometimes herein called the “Balance Sheet” and December 31, 2012 is sometimes herein called the “Balance Sheet Date.” The unaudited balance sheet of the GlobalTrak Business of Seller as of January 31, 2013 (and the related income statement, cash flow statement and accounts receivable, accounts payable and inventory sub ledgers, all for the month then ended), which have been delivered to Purchaser, copies of which are attached as Schedule 6.4, present fairly in all material respects the financial condition of the GlobalTrak Business of Seller as at such date and the results of operations of the GlobalTrak Business of Seller for the month then ended, in each case in conformity with GAAP applied on a basis consistent with that of the Financial Statements except for the omission of notes thereto that are otherwise required by GAAP and subject to (i) normal year-end adjustments consistent with past practice and (ii) any adjustments that may arise as a result of the audit of the Financial Statements contemplated by Section 9.17.2. The foregoing unaudited financial statements of the GlobalTrak Business of Seller as of January 31, 2013, and for the month then ended are sometimes herein called the “Interim Financials,” the balance sheet included in the Interim Financials is sometimes herein called the “Interim Balance Sheet” and January 31, 2013 is sometimes herein called the “Interim Balance Sheet Date”.

6.5. Authority to Execute and Perform Agreement. Seller has the legal right, corporate power and all corporate authority and approvals required to execute and deliver this Agreement and to perform fully its obligations hereunder. Each of this Agreement and each of the other agreements being delivered by Seller at the Closing have been duly authorized by all necessary corporate action and have been or will have been duly executed and delivered by Seller and (assuming the due authorization, execution and delivery hereof by Purchaser) are or will be when executed and delivered valid and binding obligations of Seller enforceable in accordance with its terms, except as may be limited by (a) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (whether enforcement is sought at law or in equity).

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6.5.1. Except as set forth on Schedule 6.5, the execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Certificate of Incorporation or Bylaws of Seller or any agreement between Seller and all or any of its stockholders; (ii) require Seller to obtain any consent, approval or action of, or make any filing with or give any notice to, any Governmental Authority or any other Person, (iii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise cause the termination of or give any other contracting party the right to terminate, cancel or accelerate any obligation or to receive any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default under any material Assumed Contract, or result in the creation of any Lien upon the Purchased Assets; (iv) violate any Order against, or binding upon, Seller or its properties or GlobalTrak Business; or (v) violate any Law.

6.6. Absence of Certain Liabilities. Seller has no Liabilities related to the GlobalTrak Business except for Liabilities disclosed herein, in the Financial Statements, the Interim Financials or for those Liabilities that were incurred in the Ordinary Course of Business since the Interim Balance Sheet Date.

6.7. Absence of Certain Changes or Events. Except as set forth on Schedule 6.7 since December 31, 2011, there has not been:

6.7.1. an amendment to Seller’s Certificate of Incorporation or Bylaws, or merger with or into or consolidation with any person, or change or agreement to change in any material manner the character of the GlobalTrak Business;

6.7.2. a waiver of any material right under any Assumed Contract except in the Ordinary Course of Business;

6.7.3. any loan or advance made to any of Seller’s Current Employees (other than travel and expense advances made in the Ordinary Course of Business), or any other loan or advance relating to the GlobalTrak Business made otherwise than in the Ordinary Course of Business;

6.7.4. any documents or written representations filed by Seller with the United States Patent and Trademark Office or the patent or trademark office of any foreign country which in any way relate to the GlobalTrak Business or the Purchased Assets;

6.7.5. any material changes to Seller’s GlobalTrak Business policies, including, but not limited to advertising, marketing, pricing, purchasing, personnel, sales, budget or product acquisition policies;

6.7.6. any payment, direct or indirect, of any of Seller’s Liabilities which in any way relate to the GlobalTrak Business or the Purchased Assets more than thirty (30) days before the same became due in accordance with its terms or otherwise than in the Ordinary Course of Business;

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6.7.7. any material loss (whether by damage or destruction, in the nature of a casualty loss or otherwise, and whether covered by insurance or not), affecting any Purchased Asset or the GlobalTrak Business;

6.7.8. any actual or threatened strike or other material labor trouble or dispute relating to the GlobalTrak Business;

6.7.9. any loss or threatened loss (in writing) of any material Permit enjoyed or formerly held or enjoyed by Seller which in any way relates to the GlobalTrak Business or the Purchased Assets;

6.7.10. to the Seller’s actual knowledge, any Law or Order adopted or rescinded which Seller has determined would reasonably be expected to have a Material Adverse Effect (which shall not include any Law or Order that affects the industries in which the GlobalTrak Business operates and does not have a materially disproportionate impact on the GlobalTrak Business);

6.7.11. the creation or imposition of any Lien upon any of the Purchased Assets, except for Permitted Liens;

6.7.12. any sale, transfer or other disposition of any material asset of the GlobalTrak Business, excluding sales of Inventory or Products in the Ordinary Course of Business, or any cancellation of any material debt or claim of the GlobalTrak Business, except in the Ordinary Course of Business;

6.7.13. any material increase in, or any commitment to materially increase (oral or written), (i) the compensation or other direct or indirect remuneration payable to any officer or employee of the GlobalTrak Business, (ii) any bonus, incentive or deferred compensation, profit sharing, retirement, pension, group insurance, death benefit or other fringe benefit plan, trust agreement or arrangement, in each case relating to the GlobalTrak Business or (iii) the benefits payable under any employment or consulting agreement relating to the GlobalTrak Business other than (A) any such contributions to a Plan or Benefit Arrangement that are regularly scheduled or are required pursuant to the terms of such Plan or Benefit Arrangement or by applicable law, or (B) any such increases in the Ordinary Course of Business;

6.7.14. any termination (whether by discharge, retirement or otherwise) of any officer or employee of the GlobalTrak Business or any notice to so terminate given to or received by any of the foregoing;

6.7.15. any termination or failure to renew, or receipt of a written threat to terminate or refusal to renew any material contract between Seller and any customer or material supplier of goods or services to the GlobalTrak Business;

6.7.16. any engagement by the GlobalTrak Business in any other material transaction other than in the Ordinary Course of Business;

6.7.17. any material change in or material noncompliance in the operation of the GlobalTrak Business with any accounting principle or practice of Seller;

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6.7.18. except for Retained Liabilities, any indebtedness, liability or obligation (whether absolute, accrued, contingent or otherwise) incurred by Seller related to the GlobalTrak Business or any transaction entered into by Seller relating to the GlobalTrak Business, other than in the Ordinary Course of Business, or any material guarantee by Seller of any indebtedness, liability or obligation of any other person related to the GlobalTrak Business;

6.7.19. any material capital expenditure, addition or improvement made or committed to be made by or on behalf of the GlobalTrak Business with respect to any single expenditure, addition or improvement of the GlobalTrak Business;

6.7.20. any write-off as uncollectible of any Receivables other than in the Ordinary Course of Business;

6.7.21. any agreement or commitment by Seller or the GlobalTrak Business to do any of the foregoing; or

6.7.22. any Material Adverse Change.

6.8. Title to Assets and Properties; Condition.

6.8.1. Except as set forth in Schedule 6.8.1, Seller has good title to all interests in the Purchased Assets which it purports to own, free and clear of all Liens except Permitted Liens. Except as set forth in Schedule 6.8.1, the Purchased Assets are all of the assets, properties and agreements which are used to carry on the GlobalTrak Business and operations as presently conducted.

6.8.2. The tangible personal property included in the Purchased Assets are in good operating condition and repair, ordinary wear and tear excepted.

6.9. Permits and Licenses. Seller has all material Permits and has made all material required registrations with any Governmental Authority that are necessary for the conduct of the GlobalTrak Business as presently conducted, including, without limitation, all Permits that are necessary to manufacture and sell the Products in all markets where they are currently sold by Seller or to comply with Environmental Laws. All Permits currently issued to Seller which relate to the GlobalTrak Business are listed on Schedule 6.9 and are in full force and effect. Schedule 6.9 indicates which, if any, of such Permits are transferable. Seller is in material compliance with the terms of such Permits and no proceeding is pending or, to Seller’s Knowledge, threatened to revoke, suspend, modify or limit any such Permit. To Seller’s Knowledge, no Permit listed on Schedule 6.9 will be subject to revocation, suspension, modification or limitation as a result of this Agreement or consummation of the Asset Sale.

6.10. Intellectual Property.

6.10.1. Set forth in Schedule 6.10.1 is an accurate and complete list of (i) all Owned Intellectual Property that is registered or is the subject of a pending application for registration, indicating for each the registration or application number, filing jurisdiction, and date of issue or filing, (ii) all agreements with respect to which Seller received any royalties or similar payments with respect to Owned Intellectual Property, (iii) all material unregistered copyrights, trademarks or service marks used in the GlobalTrak Business, and (iv) all written invention disclosures related to the GlobalTrak Business.

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6.10.2. Set forth in Schedule 6.10.2 is an accurate and complete list of all Intellectual Property, Technology and Software licenses that are currently in effect and licensed from a third party and currently used in connection with conduct of the GlobalTrak Business by Seller (the “Licenses In”), excluding Software licenses that can be purchased from wholesale or retail distributors for less than $1000 per year and so called “shrink wrap” licenses and other licenses accepted by Seller online without saving a separate written copy; and Seller has delivered to Purchaser copies of all agreements granting or relating to any License In other than those for Software licenses that can be purchased from wholesale or retail distributors for less than $1,000 per year and so called “shrink wrap” licenses and other licenses accepted by Seller online without saving a separate written copy.

6.10.3. Set forth in Schedule 6.10.3 is an accurate and complete list of all currently effective licenses permitting a third party to use any portion of the Owned Intellectual Property (the “Licenses Out”); and Seller has delivered to Purchaser copies of all agreements granting or related to any License Out. No governmental or private entity has a license or other rights in any Owned Intellectual Property by virtue of having provided funding for its development.

6.10.4. Set forth in Schedule 6.10.4 is a list of all contracts or agreements to which Seller is a party, not otherwise listed in Schedules 6.10.1, 6.10.2, or 6.10.3, that govern, define or limit Seller’s rights to sell, license or transfer, or govern or limit Seller’s use, exploitation, development, or commercialization of, any Owned Intellectual Property.

6.10.5. Set forth in Schedule 6.10.5 is an accurate and complete list of all Products.

6.10.6. Except as disclosed in Schedule 6.10.6:

6.10.6.1. Seller owns the Owned Intellectual Property free and clear of any Liens (other than Permitted Liens), and claims or rights of third parties (including without limitation the right of any other party to grant a license with respect to any Owned Intellectual Property) and Seller owns or has and can and will upon Closing transfer to Purchaser sufficient rights in the Owned Intellectual Property to operate the GlobalTrak Business as currently conducted;

6.10.6.2. To Seller’s Knowledge, no third party is infringing, violating, misusing or misappropriating any Owned Intellectual Property and no such claims have been made by any third party in writing to Seller.

6.10.6.3. No claim of invalidity, misappropriation or ownership with respect to the Owned Intellectual Property has been received in writing by Seller from any third party and no Owned Intellectual Property is the subject of any pending or, to Seller’s Knowledge, threatened action to such effect. To the Seller’s Knowledge, there exists no prior art of Seller or any third party that would void, invalidate, or render unenforceable any of the Owned Intellectual Property and there exists no act, conduct or use by Seller or any third party that would void, invalidate, or render unenforceable any of the Owned Intellectual Property.

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6.10.6.4. No person or entity has asserted in a writing received by Seller that, with respect to any Owned Intellectual Property or the Products, Seller or any licensor or licensee of Seller is infringing or has infringed any domestic or foreign patent, trademark, service mark, trade name, trade dress or copyright or design right, or has misappropriated or improperly used or disclosed any trade secret, confidential information or know-how. To the Seller’s Knowledge, the making, using, selling, offering for sale, manufacturing, marketing, licensing, reproduction, distribution, disposal, modification, display, transmission or publishing of any process, composition of matter, or material related to any part of the Owned Intellectual Property or the Products, does not infringe any domestic or foreign patent, trademark, service mark, trade name, or copyright registered under applicable Law by a third party, or any moral right or other intellectual property right of any third party, and does not involve the misappropriation or improper use or disclosure of any trade secrets, confidential information or know-how of any third party.

6.10.6.5. All fees, annuities, royalties, honoraria and other payments which are due from Seller on or before the date of this Agreement for any of the Owned Intellectual Property, any License In or under any agreement related to the Intellectual Property have been paid, are reflected in the Interim Balance Sheet, or were incurred in the Ordinary Course of Business since the Interim Balance Sheet Date and are reflected in Seller’s books and records.

6.10.6.6. All fees, annuities, royalties, honoraria, or other payments which are due to Seller on or before the date of this Agreement under any License Out have been paid and, to Seller’s Knowledge, no licensee is currently in default under any License Out.

6.10.6.7. The Purchased Assets will provide Purchaser, as of the Closing Date, with rights in Intellectual Property sufficient to permit Purchaser to operate the GlobalTrak Business in substantially the same manner as it is presently conducted by Seller, including without limitation the design, manufacture, testing, sale or distribution of the Products as presently conducted.

6.10.6.8. All of the Owned Intellectual Property was developed (i) by employees of Seller within the scope of their employment or as a work for hire at the time of such development or pursuant to executed instruments of assignment or other applicable documents that have the effect under applicable law of assigning to Seller or vesting ownership in Seller of the subject Owned Intellectual Property or (ii) by officers, directors, agents, consultants, independent contractors, subcontractors or others who have executed appropriate instruments of assignment in favor of Seller that as assignee have transferred to Seller ownership of the subject Owned Intellectual Property. No present or former employee or consultant has any right, title or interest, directly or indirectly, in whole or in part in any Owned Intellectual Property.

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6.10.6.9. The execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, will not breach, violate or conflict in any material respect with any instrument or agreement relating to the Owned Intellectual Property to which Seller is a party, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any of the Owned Intellectual Property or in any way impair the right of Seller in all material respects to make, use, sell, license or dispose of, distribute, modify, display or transmit or to bring any action for the infringement of, any Owned Intellectual Property.

6.10.6.10. Seller has taken reasonable and appropriate steps to comply with marking and notice requirements imposed under applicable Law and, to Seller’s Knowledge, no such rights, including any rights to prevent third parties from using Owned Intellectual Property, has been lost, or is reasonably expected to be lost, through failure to so act by Seller. Seller has taken reasonable and appropriate steps to safeguard and maintain the secrecy and confidentiality of all material trade secrets, and to the extent required by applicable Law, patent applications and their related inventions prior to the issuance of a patent registration contained in the Owned Intellectual Property (including entering into appropriate confidentiality and nondisclosure agreements with all appropriate officers, stockholders, directors, employees of Seller and any third-parties to which the same have been disclosed). Seller has taken reasonable and appropriate steps to safeguard and maintain ownership of all trade secrets, copyrights and patents contained in the Owned Intellectual Property (including entering into appropriate agreements with all officers, stockholders, directors, employees and third-party consultants of Seller as necessary to safeguard, maintain and vest ownership of such rights in Seller).

6.10.6.11. Except as stated in Schedule 6.10.6, the Software included in Owned Intellectual Property: (i) is not dependent on any Software (other than Software included in Owned Intellectual Property) in order to operate in the manner for which it is intended; and (ii) is not licensed, in whole or in part, pursuant to an open source Software license. Except as stated in Schedule 6.10.6, none of the Software developed by or on behalf of Seller for use in the GlobalTrak Business and included in the Owned Intellectual Property (the “Developed Software”) incorporates any open source Software or freeware, nor is any Developed Software based upon any Software that is licensed pursuant to an open source license, nor is any open source Software used by Seller in a manner that requires contribution of any portion of any Software or Product to any third party, including to the open source Software community. There are no defects in the Developed Software, and, to Seller’s Knowledge, no defects in the Software licensed by Seller from third parties that, in either such case, would prevent or materially impair the ability of Purchaser to conduct the GlobalTrak Business as of the Closing Date as such GlobalTrak Business is currently conducted by Seller. There are no viruses, worms, Trojan horses or similar harmful code in the Developed Software, and, to Seller’s Knowledge, no viruses, worms, Trojan horses or similar harmful code in the Software licensed by Seller from third parties. Except as stated in Schedule 6.10.6, Seller owns all of the Source Code and Object Code comprising the Developed Software.

6.10.7. To the Seller’s Knowledge, except as set forth on Schedule 6.10.7, Seller has full rights to use all data generated or transmitted over the GlobalTrak Business’ network with respect to the five (5) largest customers listed on Schedule 6.22 in the manner it currently uses such data and the terms set forth in such customers’ agreements provided to Purchaser, including, without limitation, the right to aggregate, analyze, and commercialize the data and products derived therefrom, without any payment to or consent of any other Person.

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6.11. No Conflict of Interest. Except as set forth in Schedule 6.11, no stockholder or director of Seller and, to Seller’s Knowledge, no member, general partner, manager, director, stockholder, or Affiliate of any stockholder of Seller:

6.11.1. owns, directly or indirectly, any interest in (excepting less than 5% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, employee or consultant of, any person which is, or is engaged in business as, a lessor, lessee, supplier, distributor, sales agent or customer of the GlobalTrak Business;

6.11.2. owns, directly or indirectly, in whole or in part, any property with a fair market value greater than $1,000 that Seller uses in the conduct of the GlobalTrak Business, including, without limitation, any Intellectual Property;

6.11.3. has any cause of action for greater than $1,000 or other claim for greater than $1,000 against, or owes an amount greater than $1,000 to, the GlobalTrak Business, except for claims in the Ordinary Course of Business such as for accrued vacation pay, accrued benefits under employee benefit plans, travel allowances and similar matters and Contracts existing on the date hereof;

6.11.4. has any Contract with, or any outstanding loan to or from, the GlobalTrak Business each in an amount greater than $1,000; or

6.11.5. has any interest in the Purchased Assets with a fair market value greater than $1,000, including without limitation, any Intellectual Property or Technology.

6.12. Labor Relations; Officers and Employees.

6.12.1. Seller is not a party to, or engaged in negotiating, any collective bargaining agreement. Seller is not the subject of any claim which is pending or, to Seller’s Knowledge, threatened asserting that Seller has discriminated or committed an unfair labor practice (within the meaning of the National Labor Relations Act or applicable state or foreign statutes) or seeking to compel Seller to bargain with any labor organization as to wages and conditions of employment. No strike or other labor dispute involving Seller is pending or, to Seller’s Knowledge, threatened, and there is no activity involving any employees of Seller seeking to certify a collective bargaining unit or engaging in any other organization activity.

6.12.2. Copies of any employment agreements and total compensation for the Key Personnel have previously been provided to Purchaser. Except with respect to Key Personnel, Schedule 6.12 sets forth (i) a list of all written employment agreements with any employee or agent of Seller involved in the GlobalTrak Business and the total compensation (separately stating salary and bonus or other compensation) payable to each of them, including the fringe benefits (other than those made available to employees generally) provided to each of them, and (ii) any payments or commitments to pay any severance or termination pay to any officer, director, employee, consultant or other representative of Seller involved in the GlobalTrak Business. None of such persons has notified Seller that he or she will terminate such person’s relationship with Seller. There are no unwritten agreements binding on Seller with respect to any of the foregoing matters. A separate list including the name and total compensation of each officer of Seller involved in the GlobalTrak Business, and the name and total compensation of each other employee or independent contractor of Seller involved in the GlobalTrak Business has been provided by Seller to Purchaser.

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6.13. Employee Benefits.

6.13.1. Schedule 6.13.1 contains a list of each Plan, each Multiemployer Plan, and each material Benefit Arrangement.

6.13.2. To Seller’s Knowledge, there is no investigation by any Governmental Authority and there is no other action, suit or claim pending (except actions, suits or claims for benefits payable in the normal operation of the Plans, other than actions, suits or claims which if adversely determined, would reasonably be expected to have a Material Adverse Effect) or threatened against any Plan or against the assets of any Plan.

6.13.3. No Plan is subject to Part 3 of Title I of ERISA or Section 412 of the Code or Title IV of ERISA.

6.13.4. All Plans comply and have complied with applicable provisions of their terms, the Code, ERISA and other applicable Laws, except where such non compliance would not reasonably be expected to have a Material Adverse Effect.

6.13.5. Neither Seller nor any other disqualified person (as defined in Section 4975 of the Code) or party in interest (as defined in Section 3(14) of ERISA) has engaged in any non-exempt prohibited transaction with respect to any Plan and there is no pending assertion of the occurrence of any such transaction.

6.13.6. Each Plan that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable opinion or determination letter from the Internal Revenue Service as to its tax-qualified status under the Code and nothing has occurred since the date of such favorable opinion or determination letter which is reasonably expected to adversely affect the qualified status of such Plan.

6.13.7. All contributions required to be made to each Plan under the terms of such Plan, ERISA, the Code or other applicable Law for all periods prior to the Closing Date have been timely made except where such failure to make timely contributions is not reasonably expected to result in material liability to Seller.

6.13.8. Seller complies in all material respects with the applicable requirements of Section 4980B(f) of the Code with respect to each Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code).

6.13.9. No Plan provides health, life insurance or other welfare benefits to retirees or other terminated employees of Seller, other than continuation coverage required by Section 4980B of the Code or Sections 601 to 608 of ERISA or other similar state laws (“COBRA”).

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6.14. Environmental Matters. Except as disclosed in Schedule 6.14:

6.14.1. Seller, with respect of the operations of the GlobalTrak Business and the Purchased Assets, is in compliance with all Environmental Laws, except such non-compliance which would not have a Material Adverse Effect;

6.14.2. Seller holds, and is in compliance with, all Permits, if any, required under Environmental Laws for Seller to conduct the GlobalTrak Business, except such non-compliance which would not have a Material Adverse Effect;

6.14.3. Seller is not subject to any Order, and has not agreed to any Order, relating to compliance with any Environmental Law or to investigation or cleanup of Hazardous Substances under any Environmental Law;

6.14.4. Seller has not (A) released or disposed of any Hazardous Substance on, to, under or at the premises on which the GlobalTrak Business is conducted or any other location, whether or not formerly owned, used or leased, in violation of applicable Environmental Law, or (B) received any request for information or written notice requiring the removal of Hazardous Substances from any such real property;

6.14.5. There are no Environmental Claims pending or, to Seller’s Knowledge, threatened against or involving Seller, the GlobalTrak Business, the premises on which it is operated or any real property formerly used, owned or leased by Seller or the GlobalTrak Business, or otherwise related to any Environmental Liability of Seller or the GlobalTrak Business; and

6.14.6. Neither Seller nor the GlobalTrak Business has (a) used asbestos-containing material in its operations or products; or (b) engaged in any operations save for the type currently conducted by the GlobalTrak Business.

6.15. Taxes.

6.15.1. Except as otherwise provided in Schedule 6.15, all Tax Returns in respect of any Pre-Closing Tax Period required to be filed prior to the Closing Date have been or will be filed in a timely manner and are or will be true, complete and correct in all material respects, and all Taxes in respect of any Pre-Closing Tax Period (whether or not such Taxes were shown or required to be shown on a Tax Return), including all Taxes for which a notice of assessment or demand for payment has been received, have been or will be timely and fully paid.

6.15.2. Except as provided in Schedule 6.15, no penalties or other charges are or will become due with respect to the late filing of any Tax Return required to be filed on or before the Closing Date.

6.15.3. Except as otherwise provided in Schedule 6.15, there are no Tax Liens imposed on any property or assets of Seller. No deficiencies for any Tax liability of Seller have been proposed, asserted or assessed which remain unpaid.

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6.15.4. With respect to all Tax Returns: (A) except as set forth on Schedule 6.15, there is no action, suit, proceeding, investigation, audit or claim pending or in progress or, to Seller’s Knowledge, threatened regarding any Taxes relating to Seller or any group of affiliated corporations of which Seller is now or was formerly a member, for any Pre-Closing Tax Period; and (B) no extension of time is in force with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement is in force for the extension of time for the assessment or payment of any Tax.

6.15.5. Schedule 6.15 sets forth the status of the audits of the United States Federal income tax returns of Seller for each taxable year for which the statute of limitations has not expired, including the amounts of any deficiencies and additions to tax, interest and penalties indicated on any notices of proposed deficiency or statutory notices of deficiency, and the amounts of any payments made by Seller with respect thereto. Each such return for which the audit has not been completed accurately reflects the amount of liability for Taxes thereunder in all material respects and makes all material disclosures required by the Code and regulations thereunder and other applicable provisions of Law. Except as set forth on Schedule 6.15, Seller has not agreed to, or is not required to, make any adjustments under section 481(a) of the Code by reason of a change in accounting method or otherwise.

6.15.6. Schedule 6.15 sets forth the status of the audits of state, local and foreign Tax Returns of Seller for each taxable year for which the statute of limitations has not expired, including the amounts of any deficiencies or additions to tax, interest and penalties that have been made or proposed, and the amounts of any payments made by Seller with respect thereto. Each such Tax Return for which the audit has not been completed accurately reflects the amount of liability for Taxes thereunder and makes all disclosures required by applicable provisions of Law.

6.15.7. Except as set forth on Schedule 6.15, all Taxes that Seller is required by Law to withhold or collect have been duly withheld or collected, and have been timely paid over to the appropriate Governmental Authorities to the extent due and payable.

6.15.8. Seller has not been or is not included in any consolidated, affiliated, combined, unitary, aggregate or other similar Tax Returns.

6.15.9. Except as set forth in Schedule 6.15, no power of attorney is currently in effect, and no Tax ruling has been requested of any Governmental Authority, with respect to any Tax matter relating to Seller.

6.16. Legal Proceedings. There are no outstanding Orders against or involving Seller, the GlobalTrak Business or the Purchased Assets. Except as set forth on Schedule 6.16, there are no actions, suits, claims or legal, administrative or arbitral proceedings or, to Seller’s Knowledge, investigations (collectively, “Claims”) (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or, to Seller’s Knowledge, threatened, against or involving the GlobalTrak Business or any of the Purchased Assets. To Seller’s Knowledge, there is no fact, event or circumstance that may give rise to any Claim that would be required to be set forth on Schedule 6.16 if currently pending or threatened. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on Schedule 6.16 have been timely and duly given and, to Seller’s Knowledge, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. Except as set forth on Schedule 6.16, there have not been any product liability Claims relating to the GlobalTrak Business against or involving Seller or any product manufactured, marketed or distributed at any time by Seller.

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6.17. Contracts.

6.17.1. Schedule 6.17 contains a complete and accurate list of each of the following Contracts to the extent not set forth on Schedules 6.10 or 6.12.2:

6.17.1.1. all Contracts that provide for payment or receipt by Seller in connection with the GlobalTrak Business of more than $25,000 per year, including any such Contracts with vendors, suppliers, customers or clients;

6.17.1.2. all Contracts relating to Indebtedness of the GlobalTrak Business or granting a Lien on any of the Purchased Assets;

6.17.1.3. all Contracts that limit or purport to limit the ability of the GlobalTrak Business to compete in any line of Business or with any Person or in any geographic area or during any period of time;

6.17.1.4. all Real Property Leases related to the GlobalTrak Business;

6.17.1.5. all Contracts with employees, officers, directors, and independent contractors providing services to the GlobalTrak Business;

6.17.1.6. all license agreements, franchise agreements or agreements in respect of similar rights granted to or held by Seller which relate to the GlobalTrak Business, except for Software licenses excluded from Schedule 6.10.2 in accordance with Section 6.10.2;

6.17.1.7. all joint venture, partnership, co-development or similar Contracts which relate to the GlobalTrak Business;

6.17.1.8. all Contracts pursuant to which Seller undertakes any indemnification obligation related to the GlobalTrak Business;

6.17.1.9. all Contracts pursuant to which Seller has a beneficial interest in any confidentiality, non-competition, or non-solicitation covenant of any Person which relate to the GlobalTrak Business, any assignment to Seller or vesting of ownership in Seller of any Intellectual Property used or intended for use in the GlobalTrak Business;

6.17.1.10. all requirements Contracts or Contracts providing for an exclusive supplier, dealer, agency or similar relationship which relate to the GlobalTrak Business; and

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6.17.1.11. any other Contract that is material to the GlobalTrak Business taken as a whole.

6.17.2. Schedule 6.17 also lists and describes the status of all Contracts currently in negotiation or proposed by Seller of a type which if entered into by Seller would be required to be listed on Schedule 6.17 (“Proposed Contracts”).

6.17.3. Seller has delivered or made available to Purchaser true and complete copies of (i) all of the Contracts set forth on Schedules 6.10, 6.12 and 6.17 and (ii) the most recent draft, letter of intent or term sheet (or if none exist, a reasonably detailed written summary) embodying the terms of all of the Proposed Contracts set forth on Schedule 6.17. All of the Contracts referred to in the preceding sentence were entered into in bona fide transactions in the Ordinary Course of Business and are valid and binding upon Seller and, to Seller’s Knowledge, the parties thereto, in accordance with their terms and are in full force and effect. Seller is not in material default under any of such Contracts, nor does any condition exist that with notice or lapse of time or both would constitute a material default thereunder. To Seller’s Knowledge, no other party to any such Contract is in material default thereunder in any material respect nor does any condition exist that with notice or lapse of time or both would constitute a material default thereunder. All approvals or consents of any person needed in order that the Contracts set forth on Schedules 6.10, 6.12 and 6.17 continue in full force and effect immediately following the consummation of the transactions contemplated by this Agreement are set forth on Exhibit 9.5.

6.17.4. Schedule 6.17.4 contains a description of the warranties provided to customers in all existing or pending customer Contracts which relate to the GlobalTrak Business. Schedule 6.17.4 also sets out all material warranty claims currently pending against Seller, or for which Seller is contingently liable, which relate to the GlobalTrak Business, and a true and correct statement of the warranty obligations of Seller for each of its fiscal years ending January 1, 2012, and December 31, 2012, which relate to the GlobalTrak Business. No warranties to customers exist other than as stated in the Contracts as provided by Seller to Purchaser.

6.18. Compliance with Laws, Certifications.

6.18.1. Seller is not in material violation of any applicable Law or Order with respect to the GlobalTrak Business, and Seller has not received written notice that any such violation is being or may be alleged. To Seller’s Knowledge, no investigation by any Governmental Authority with respect to the GlobalTrak Business or the Products is pending or, to the Seller’s Knowledge, threatened and Seller has not received any written notice of any intention by any Governmental Authority to conduct the same.

6.18.2. The Products currently marketed by Seller and those Products previously sold by Seller as to which Purchaser is assuming warranty obligations hereunder are or were, on the date of sale by Seller, (i) in compliance in all material respects with all Permits, and (ii) in compliance in all material respects with all Governmental and non-governmental certifications required for their sale in any market in which they were or currently are sold or distributed or with respect to which they were or are marked or advertised by Seller.

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6.18.3. Since Seller’s formation, all exports of Seller’s Products have been made in compliance in all material respects with all United States export control regulations and no Product manufactured by Seller is subject to any export licensing requirement under such laws and regulations, including without limitation Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774, as amended, and regulations governing the manufacture and export of defense articles, defense services and associated technical data, as set forth in the International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120-130, as amended.

6.18.4. Seller is not a party to any contract with, and, since Seller’s formation, has not sold or purchased goods and services to or from: (i) any Person who is a “designated national,” “specially designated national,” “specially designated terrorist,” “specially designated global terrorist,” “foreign terrorist organization,” “specially designated narcotics trafficker,” or “blocked person,” within the definitions set forth in the Foreign Assets Control Regulations, contained in 31 C.F.R., Subtitle B, Chapter V, as amended (the “OFAC Regulations”), or who otherwise appears on the list of Specially Designated Nationals and Blocked Persons, Appendix A to the OFAC Regulations, (ii) the government, including any political subdivision, agency, or instrumentality, of any country against which the United States maintains economic sanctions or embargos, (iii) a Person who has informed Seller that such person is acting or purporting to act, directly or indirectly, on behalf of, or an entity owned or controlled by, any of the Persons listed in subparagraphs (i)-(ii) above, or (iv) a Person on any other export control, terrorism or drug trafficking related list administered by any Governmental Agency as that list may be amended, adjusted or modified from time to time.

6.18.5. The practices and activities of Seller are in compliance with, and, for the past five (5) years, Seller has maintained compliance with, the regulations administered by the Office of Foreign Assets Control of the US Department of the Treasury, 31 C.F.R., Subtitle B, Chapter V, as amended.

6.19. Insurance. Schedule 6.19 sets forth a summary of all policies or binders of fire, liability, product liability, worker’s compensation, vehicular and other insurance held by or on behalf of Seller which relate to the GlobalTrak Business (specifying the policyholder, the amount of the coverage, the insurer, the type of coverage, the risks insured and any pending claims thereunder). Such policies and binders are valid and binding in accordance with their terms, and are in full force and effect. All general liability policies maintained by or for the benefit of Seller are “occurrence” policies and not “claims made” policies. Seller has no outstanding bonds and other surety arrangements in connection with the operations of the GlobalTrak Business. Schedule 6.19 sets forth a summary of loss experience which relates to the GlobalTrak Business under each insurance policy for the past three years.

6.20. Fees or Commissions. Seller (including its officers, directors, stockholders and employees) has not employed any broker, agent or finder or incurred any liability for any brokerage fees, agent’s commissions or finder’s fees or other similar obligations in connection with the transactions contemplated hereby except for the McLean Group, LLC, who will be paid by Seller outside of Closing and without any liability to Purchaser.

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6.21. Illegal Payments. Neither Seller nor, to Seller’s Knowledge, any officer, employee or agent of Seller, or any other person or entity on behalf of Seller, has made or authorized any payment of funds of Seller which is prohibited by law.

6.22. Suppliers and Customers. Schedule 6.22 hereto sets forth the ten (10) largest suppliers and five (5) largest customers of the GlobalTrak Business, based on the dollar amount of purchase and sales for the twelve (12) month period ended on December 31, 2012. No such supplier or customer has cancelled or otherwise terminated, or, to the Seller’s Knowledge, threatened to cancel or otherwise to terminate, its relationship with Seller or has during the last twelve (12) months decreased materially, or, to the Seller’s Knowledge, threatened to decrease or limit materially, its services, supplies or materials for use in the GlobalTrak Business or its usage or purchase of the services or products of Seller, except for normal cyclical changes related to customers’ businesses and expiration. To Seller’s Knowledge, no supplier or customer intends, whether as a result of the transactions contemplated hereby or otherwise, to cancel or otherwise substantially modify its relationship with Seller or to decrease materially or limit its services, supplies or materials to Seller, or its usage or purchase of any of Seller’s services or products below the commitments currently made by such parties, and to Seller’s Knowledge, the consummation of the transactions contemplated hereby will not adversely affect the relationship of Purchaser with any such supplier or customer. Except as set forth on Schedule 6.22 hereto, Seller has at no time prior to the date hereof conducted any product recall, or taken any other similar action (whether voluntary or required by law), with respect to any of the Products.

6.23. Inventories. The Inventories of Seller are accounted for on an average cost basis. The Inventories of Seller are current, merchantable, readily usable or saleable in the Ordinary Course of Business and are written down to net realizable market value. No material obsolete, unsaleable, excess or slow-moving inventory is included in the Inventories, unless included in the Closing Date Net Working Capital.

6.24. Real Property.

6.24.1. Seller does not own any land, buildings, structures, plants, facilities and other improvements, and has not prior to the Closing Date.

6.24.2. Other than the respective agreements (the “Real Property Leases”) under which Seller leases the premises in Arlington, Virginia, on which the GlobalTrak Business is operated, Seller is not a party to any leases, subleases, licenses and other agreements under which Seller has the right to use or occupy, now or in the future, any real property which is used or intended for use in the GlobalTrak Business. Seller has not taken any action or omitted to take any action that could permit any lessor (with the giving of notice, the lapse of time, or both) to place a lien on any Purchased Asset under the terms of any Real Property Lease or applicable Law.

6.24.3. Since January 1, 2010, the sole office used by the GlobalTrak Business has been Seller’s headquarters building at 3610 Wilson Boulevard, Arlington, Virginia.

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6.25. Receivables. All Receivables as of the Interim Balance Sheet Date are shown on the Interim Balance Sheet, and all such Receivables and all Receivables acquired or generated subsequent to the Interim Balance Sheet Date have arisen in the Ordinary Course of Business from the delivery and sale of Seller’s Products and constitute valid, undisputed claims of Seller not subject to claims of set-off or other defenses or counterclaims.

6.26. Disclosure. No representation or warranty of Seller in this Agreement, nor any statement or certificate furnished or to be furnished to Purchaser pursuant to Section 5.3.3 of this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which it was made, not misleading.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

7.1. Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now being and as heretofore conducted.

7.2. Authority to Execute and Perform Agreement. Purchaser has the legal right and power and all corporate authority and approvals required to execute and deliver this Agreement and to perform fully its obligations hereunder. Each of this Agreement and the other agreements and other instruments being delivered at the Closing by Purchaser have been duly authorized by all necessary corporate action and have been or will have been duly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery hereof by Seller) are, or will be when executed and delivered, valid and binding obligations of Purchaser enforceable in accordance with their terms. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Certificate of Incorporation or By-Laws of Purchaser; (ii) require Purchaser to obtain any consent, approval or action of, or make any filing with or give any notice to, any Governmental Authority or any other person other than as set forth in Section 7.6; (iii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise cause the termination of or give any other contracting party the right to terminate, cancel or accelerate any obligation or to receive any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default under any contract, or result in the creation of any Lien upon the assets or properties of Purchaser; (iv) violate any Order against, or binding upon, Purchaser or its properties or business; or (v) violate any Law.

7.3. Fees or Commissions. Purchaser (including its officers, directors and employees) has not incurred any liability for any brokerage fees, agent’s commissions or finder’s fees or other similar obligations in connection with the transactions contemplated hereby except as will be paid by Purchaser outside of Closing and without any liability on the part of Seller.

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7.4. Orders. Purchaser is not subject to any Order that would prevent or materially impair or delay the ability of Purchaser to consummate the Asset Sale or to perform its other obligations hereunder.

7.5. Sufficiency of Funds. Purchaser has, and at the Closing will have, sufficient cash on hand or other sources of financing in order to consummate the transactions contemplated by this Agreement and to fulfill its obligations hereunder, including without limitation payment to Seller of the Closing Cash Amount at the Closing.

7.6. Governmental Authorizations. Except for (a) the filing of appropriate documents with the NASDAQ Stock Market, or (b) the filing of one or more Form 8-K with the SEC, if applicable, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE 8

COVENANTS

8.1. Conduct of the GlobalTrak Business. Seller agrees that, from the date hereof to the Closing, except (a) to the extent otherwise permitted by this Agreement, (b) as expressly required by any Governmental Authority or Law, or (c) as consented to in writing by Purchaser, Seller:

8.1.1. will operate the GlobalTrak Business in the Ordinary Course of Business in all material respects, including maintaining Inventories in the Ordinary Course of Business at normal levels;

8.1.2. will use commercially reasonable efforts to preserve the GlobalTrak Business organization intact, to retain the services of its employees and to preserve the GlobalTrak Business goodwill and relationships with customers, suppliers, creditors and others having business relationships with it;

8.1.3. will take such action as may be commercially reasonably necessary to preserve the GlobalTrak Business properties and assets and to maintain its Permits;

8.1.4. will use commercially reasonable efforts to maintain in full force and effect its insurance policies presently in effect which relate to the GlobalTrak Business;

8.1.5. will comply with any applicable Law or Order the violation of which would have a Material Adverse Effect;

8.1.6. will promptly advise Purchaser in writing of any Material Adverse Change or any event or circumstance which will, or with reasonable certainty may, result in a Material Adverse Change;

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8.1.7. will review with Purchaser all decisions regarding major vendor Contracts, major customer Contracts, major equipment purchases and sales and other major operational decisions which relate to the GlobalTrak Business;

8.1.8. will not make or commit to make any salary or wage increase with respect to any officer, employee or agent, except as set forth in Schedule 6.12, or enter into, amend or alter employment or consulting agreement which relate to the GlobalTrak Business;

8.1.9. will obtain Purchaser’s written approval prior to filing any documents or papers with or making any written representations to the United States Patent and Trademark Office or the patent or trademark offices of any foreign countries which related to the GlobalTrak Business;

8.1.10. will not sell, transfer, assign or otherwise dispose of or encumber any of the assets that would be Purchased Assets other than dispositions to unaffiliated purchasers in arms’ length transactions in the Ordinary Course of Business of (1) Inventories, (2) Products, (3) other assets that will not affect the operations of the GlobalTrak Business in any material respect, or (4) other assets that are replaced in full by comparable assets prior to the Closing;

8.1.11. except in the Ordinary Course of Business, will not grant any additional Licenses Out, modify or compromise any existing License Out, or otherwise sell, transfer or encumber any Owned Intellectual Property and will not settle or compromise any claim of infringement by any third party of any Owned Intellectual Property;

8.1.12. will obtain Purchaser’s written approval prior to leasing, renewing, subleasing, using, selling, or buying any real property interest which relates to the GlobalTrak Business; and

8.1.13. will not make any agreement or commitment to take any action referred to in subparagraphs 8.1.1 through 8.1.12 above.

8.2. Examinations and Investigations, Confidentiality Agreement. Prior to the Closing Date, Purchaser may, through its respective employees, agents and representatives, make or cause to be made such investigation of Seller and the GlobalTrak Business and Purchased Assets as it deems necessary or advisable. Such investigation shall not affect the representations and warranties hereunder. Seller will permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access to Seller’s premises, (including without limitation, access to obtain reasonable numbers of samples for analysis) and books, records and documents during normal business hours, including, but not limited to, the work papers of its accountants, and to furnish such data and other information with respect to Seller, the Purchased Assets and GlobalTrak Business as Purchaser shall from time to time reasonably request (“Due Diligence”). Upon the written consent of Seller, such consent not to be unreasonably withheld, Purchaser may also contact Seller’s customers, suppliers, and employees engaged in the GlobalTrak Business in the course of its investigation of the GlobalTrak Business and Purchased Assets. All expenses incurred in the course of conducting Due Diligence pursuant to this Section 8.2 shall be borne by Purchaser. Purchaser shall exercise reasonable efforts not to disrupt the business of Seller or Seller’s relationships with its customers, suppliers and employees during the course of Purchaser’s investigations hereunder. Between the date of this Agreement and the Closing Date, all information regarding Seller or the GlobalTrak Business received by Purchaser or its representatives in the course of conducting Due Diligence shall be governed by and held in confidence under the terms and conditions of the Confidentiality Agreement, which the parties acknowledge shall remain in effect in accordance with its terms unless the Closing shall occur, in which case the Confidentiality Agreement shall terminate upon Closing notwithstanding any provision to the contrary in the Confidentiality Agreement.

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8.3. Certain Filings, Consents and Action. Seller and Purchaser shall cooperate with each other in determining whether any other filings are required to be made or consents, approvals, permits or authorizations are required to be obtained under any other Law, or whether any consents, approvals or waivers are required to be obtained from other parties under Contracts material to the GlobalTrak Business in connection with the consummation of the transactions contemplated hereunder, and will cooperate with each other in completing those filings. Upon Closing, and to the extent not otherwise obtained prior to the Closing Date, Seller will use all commercially reasonable efforts and will immediately seek to obtain all such additional consents, approvals, permits, authorizations or waivers. Purchaser shall use its commercially reasonable efforts to obtain any necessary authorizations, approvals, consents and waivers from Purchaser’s senior secured lenders in connection with the consummation of the transactions contemplated by this Agreement.

8.4. Public Announcement. Seller and Purchaser shall mutually agree as to the form, timing and substance of any public announcement related to this Agreement or the transactions contemplated hereby, such agreement not to be unreasonably withheld or delayed, and consult with each other as to the form, timing and substance of other public disclosures related hereto; provided, however, that nothing contained herein shall prohibit either party without the agreement of the other party from making any disclosure required by Law or as such party deems necessary under federal or state securities laws.

8.5. Acquisition Proposals. Seller will not, prior to the termination or expiration of this Agreement, directly or indirectly, through any officer, employee, director, stockholder, representative, broker, advisor or agent (i) seek, solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person relating to any acquisition or purchase of any interest in the GlobalTrak Business or Purchased Assets, or any tender or exchange offer, merger, reverse merger, consolidation, business combination, recapitalization, spin-off, liquidation or dissolution that is part of a plan to transfer assets that would be Purchased Assets to a third party or third parties, or similar transaction involving, directly or indirectly, Seller (each an “Acquisition Proposal”), (ii) participate or cooperate in or consider or pursue, any discussions or negotiations regarding an Acquisition Proposal or furnish to any Person information concerning Seller for any Acquisition Proposal, or (iii) otherwise solicit or cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any Person to make or enter into an Acquisition Proposal. Seller shall promptly notify Purchaser in writing of any breach of this Section 8.5 or of the receipt of any unsolicited Acquisition Proposal. Seller shall cause all of its agents, officers, employees, directors, stockholders, and representatives to abide by the terms of this Section 8.5.

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8.6. Further Assurances. After the Closing, Seller will, at Purchaser’s reasonable request from time to time and without further consideration, execute and deliver or cause to be executed and delivered to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation (including, without limitation, additional assignments suitable for recording with respect to Intellectual Property) and take such other action as Purchaser may reasonably request so as to fully, effectively and completely sell, assign, transfer to and vest in Purchaser title to and possession of the Purchased Assets. In the event that Seller receives any funds that are the property of Purchaser, it shall promptly forward such funds to Purchaser, and in the event that Purchaser receives any funds that are the property of Seller, it will promptly forward such funds to Seller.

8.7. Proration of Expenses; Transfer Taxes.

8.7.1. Seller and Purchaser agree that all utility (including telephone, gas, electric, heat and other utility charges) charges, real and personal property taxes and assessments, rent and proportionate share of charges for incurred operating costs owed to the lessor under any lease which is assumed by Purchaser and other prepaid and deferred items which are attributable to periods before and after the Closing Date, shall be prorated between Seller and Purchaser as of the Closing Date. Such prorations, to the maximum extent possible, shall be included in the determination of the Closing Date Net Working Capital under Article 4.

8.7.2. The Seller and Purchaser shall each be responsible for fifty percent (50%) of all sales, use, stamp, recordation and similar transfer Taxes, if any, imposed by law on Purchaser with respect to the sale, assignment or other transfer of the Purchased Assets contemplated by this Agreement (“Transfer Taxes”).

8.8. Financial Information. From and after the date hereof, Seller shall provide Purchaser with copies of all monthly financial statements of the GlobalTrak Business, prepared in accordance with GAAP as applied by Seller in the preparation of its Financial Statements. Such financial statements shall be delivered to Purchaser within thirty (30) days of the end of each month. Within thirty (30) days after the Closing, Seller shall deliver to Purchaser the balance sheet of the GlobalTrak Business, as of the Closing Date, prepared in accordance with GAAP and in a manner consistent with the Financial Statements.

8.9. Third Party Consents. To the extent that Seller’s rights under any item described in this Agreement or any other Purchased Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or would be unlawful, and Seller shall use reasonable efforts in good faith to obtain any such required consents as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the item or Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller shall act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder, including, but not limited to, Seller’s delivery to Purchaser of all revenues generated therefrom, net of Seller’s reasonable and necessary expenses incurred in relation to each such item or Purchased Asset, from Closing Date through and including the date on which consent is obtained, and shall cooperate with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser. Purchaser shall defend, indemnify and hold harmless Seller from, against and in respect of any and all liabilities, losses, damages, deficiencies or expenses resulting from Seller’s agency described in the previous sentence. If such consent is obtained following Closing then such Purchased Asset shall be automatically assigned to Purchaser without any further action on the part of any party hereto.

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8.10. Bulk Sales Law. Purchaser hereby waives compliance by Seller with the requirements and provisions of any “bulk transfer” laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets.

8.11. Cessation of Use of Names; Telephone; Domain Names. Immediately following the Closing, except as required by or necessary pursuant to the terms of the Manufacturing and Transition Services Agreement, Seller shall cease and desist from using the words or formatives “GlobalTrak” or any derivations thereof, in connection with any commercial activities or in any trade name, or as part of any trademark or any product or service identification. Seller shall also use reasonable efforts to transfer to Purchaser the telephone numbers utilized by Seller solely in its GlobalTrak Business, to the extent possible. In addition, Seller shall comply with the domain name transfer protocol of the registrar of any domain name used or owned by Seller in the GlobalTrak Business so as to ensure that transfer of such domain name is timely made to Purchaser.

8.12. Tax Cooperation . Seller, on the one hand, and Purchaser, on the other hand, will provide the other with such cooperation and information as each of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for a refund of Taxes, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or proceeding in respect of Taxes, but only with respect to Taxes imposed upon or related to the operation of the GlobalTrak Business or the Purchased Assets. Such cooperation and information shall include providing copies of relevant Tax Returns, or portions thereof, imposed upon or related to the Purchased Assets, together with associated schedules and related work papers and documents relating to rulings or other determinations by taxing authorities.

8.13. Access to Records . Following the Closing, Purchaser shall provide Seller reasonable access to, or copies of, GlobalTrak Business records. Prior to the destruction by Seller of any Retained Records which relate to the GlobalTrak Business, Seller shall give Purchaser the right to take possession of such Retained Records, at the expense of Purchaser, provided that Purchaser shall take possession of such records except as limited by Law.

ARTICLE 9

CONDITIONS TO OBLIGATIONS OF PURCHASER

The obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or before the Closing Date, of the following conditions, any of which may be waived in whole or in part by Purchaser in writing delivered to Seller prior to or at the Closing:

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9.1. Representations and Warranties True as of the Closing Date. The representations and warranties of Seller contained in Article VI of this Agreement shall be true and correct in all material respects (except for representations and warranties which are by their terms qualified by materiality, which representations shall be true and correct in all respects) as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified a date, which shall be true and correct in all respects as of that specified date).

9.2. Performance by Seller. Each of the covenants, agreements and obligations to be performed by Seller on or before the Closing Date pursuant to the terms hereof shall have been duly performed in all material respects by Seller on or before the Closing Date.

9.3. Authority. All actions required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken.

9.4. Consents. All notices to, permits, authorizations, approvals, consents and waivers from any Governmental Authority and all third party consents listed on Exhibit 9.4 shall have been made or obtained.

9.5. Assumed Contracts and Assigned Rights. All consents and assignments of the Assumed Contracts and Assigned Rights listed on Exhibit 9.5 shall have been obtained.

9.6. Absence of Litigation. No action, suit or proceeding petitioning a Governmental Authority to forbid or enjoin the consummation of the transactions contemplated under this Agreement shall be pending or threatened in writing. No preliminary or permanent injunction or other Order shall have been issued by any Governmental Authority of competent jurisdiction which remains in effect and restricts the consummation of the transactions contemplated hereby and no Law shall have been enacted by any Governmental Authority that makes consummation of the transactions contemplated hereby illegal.

9.7. No Material Adverse Change. Since the date hereof, there shall not have been any Material Adverse Change.

9.8. [Intentionally omitted].

9.9. Agreement with the Key Personnel. On or prior to the Closing Date, the Key Personnel shall have accepted employment with Purchaser on terms satisfactory to Purchaser, including the terms referenced in Section 3.3 above.

9.10. Due Diligence. Purchaser shall be satisfied, in its sole discretion, with the results of its Due Diligence investigation of the GlobalTrak Business.

9.11. Certificate of Indebtedness . Seller shall have delivered to Purchaser a certificate (the “Certificate of Indebtedness”) certifying as to (a) a list of any Liens, other than Permitted Liens, on any of the Purchased Assets, in favor of any creditor of Seller, including the name and address of each such creditor, and (b) the aggregate amount of customer deposits (if any) held by Seller as of the Closing Date.

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9.12. Discharge of Liens. Seller shall have complied with the requirements of Section 5.3.7 of this Agreement and each Lien filed against any of the Purchased Assets (other than any financing statement in favor of any lender to Purchaser) shall either have been terminated or termination statements with respect thereto in form and substance satisfactory to Purchaser and Purchaser’s counsel shall have been delivered (or agreed to be delivered by the creditor holding such Lien) to Purchaser.

9.13. Other Agreements. Any of the agreements, documents or instruments to be delivered as contemplated under this Agreement by Seller, not otherwise listed in this Article 9 shall have been executed and delivered by Seller as applicable.

9.14. FIRPTA Certificate. Purchaser shall have received from Seller a certificate in form and substance reasonably satisfactory to Purchaser, duly executed and acknowledged, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code.

9.15. Escrow Agreement. Seller and the Escrow Agent shall have executed and delivered to Purchaser the Escrow Agreement and the Escrow Agreement shall be in full force and effect.

9.16. Proceedings and Documents Satisfactory. All proceedings in connection with the transactions contemplated by this Agreement and all certificates and documents delivered to Purchaser in connection with the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to Purchaser and Purchaser’s counsel, and Purchaser shall have received the originals or certified or other copies of all such records and documents as Purchaser may reasonably request.

9.17. Certain Financial Information. Seller shall have provided all cooperation reasonably requested by Purchaser in connection with Purchaser reporting the Asset Sale in accordance with applicable Laws, including providing to Purchaser:

9.17.1. Management representation letters (but only with respect to matters pertinent to the GlobalTrak Business) as reasonably requested by Purchaser or any firm of independent registered public accountants engaged by Seller to audit, review or provide comfort letters with respect to Seller’s financial statements for any period ended on or before the Closing Date that includes financial information of the GlobalTrak Business;

9.17.2. at Seller’s cost and expense, not less than three (3) days prior to the Closing Date, standalone audited financial statements of the GlobalTrak Business and footnotes thereto, as of and for the fiscal years ended December 31, 2012 and January 1, 2012, of the type required by Regulations S-X and S-K under the Securities Act (whether or not actually required; provided that if only the fiscal year ended December 31, 2012 standalone audited financial statements are required thereunder, as reasonably determined by Purchaser, then only such standalone audited financial statements for that fiscal year will be required) and to permit Purchaser to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws (including any other customary items related to such audited financial statements such as management representation letters). If the Closing is delayed beyond April 15, 2013 for any reason, in addition to the above obligation to provide audited financial statements, Seller, at its cost and expense and not less than three (3) days prior to the Closing Date, shall also provide to Purchaser the quarterly financial statements of the GlobalTrak Business for subsequent periods and all prior periods covered by the audited financial statements (including footnotes thereto) reviewed by Seller’s independent registered public accounting firm of the type required by Regulations S-X and S-K under the Securities Act (whether or not actually required) to permit Purchaser to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws (including any other customary items related to such audited financial statements such as management representation letters);

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9.17.3. access to (i) Seller’s financial and accounting information for any period ended on or before the Closing Date, including without limitation, for the fiscal years ended December 31, 2012 and January 1, 2012, (ii) Seller’s officers, employees and agents responsible for the preparation and internal review of its financial statements or its internal controls and procedures with respect to financial reporting matters, and (iii) representatives of the auditors responsible for the audit or review of Seller’s financial statements for any period referred to in clause (i) above, in each case, as it relates to the GlobalTrak Business and in order to permit Purchaser to prepare, as promptly as possible, audited, unaudited and pro forma financial statements and all other financial data of the type required by Regulations S-X and S-K under the Securities Act (whether or not actually required) and to permit Purchaser to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws; provided, that such access does not unreasonably interfere with the business or operations of Seller prior to the Closing Date.

9.18. Contract Manufacturing Agreement, Transition Services Agreement and Mutual Non-Disclosure Agreement. Seller and Purchaser shall have executed and delivered to each other the Manufacturing Agreement, the Transition Services Agreement and the Mutual Non-Disclosure Agreement in forms which the parties find acceptable, pursuant to which Seller agrees to continue the Manufacturing Business to manufacture GlobalTrak Business Products for Purchaser, as well as billing and other financial services related to the GlobalTrak Business, at the price and upon the other terms and conditions therein set forth.

9.19. Permitted Acquisition. All authorizations, approvals, consents and waivers from Purchaser’s senior secured lenders in connection with the consummation of the transactions contemplated by this Agreement shall have been made or obtained.

ARTICLE 10

CONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or before the Closing Date, of the following conditions, any of which may be waived in whole or in part by Seller in writing delivered to Purchaser prior to or at the Closing:

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10.1. Representations and Warranties True as of the Closing Date. The representations and warranties of Purchaser contained in this Agreement shall be deemed to have been made again on and as of the Closing Date and shall be true and correct as of the Closing Date.

10.2. Performance by Purchaser. Each of the covenants, agreements and obligations to be performed by Purchaser on or before the Closing Date pursuant to the terms hereof shall have been duly performed by Purchaser on or before the Closing Date.

10.3. Authority. All actions required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken, including approval of Purchaser’s board of directors.

10.4. Absence of Litigation. No action, suit or proceeding petitioning a Governmental Authority to forbid or enjoin the consummation of the transactions contemplated under this Agreement shall be pending or threatened in writing. No preliminary or permanent injunction or other Order shall have been issued by any Governmental Authority of competent jurisdiction which remains in effect and restricts the consummation of the transactions contemplated hereby and no Law shall have been enacted by any Governmental Authority that makes consummation of the transactions contemplated hereby illegal.

10.5. Other Agreements. Any of the agreements, documents or instruments to be delivered as contemplated under this Agreement by Purchaser, not otherwise listed in this Article 10, shall have been executed and delivered by Purchaser.

10.6. Escrow Agreement. Purchaser and the Escrow Agent shall have executed and delivered to Seller the Escrow Agreement and the Escrow Agreement shall be in full force and effect.

10.7. Proceedings and Documents Satisfactory. All proceedings in connection with the transactions contemplated by this Agreement and all certificates and documents delivered to Seller in connection with the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to Seller and its counsel, and Seller shall have received the originals or certified or other copies of all such records and documents as Seller may reasonably request.

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ARTICLE 11

INDEMNIFICATION

11.1. Survival of Representations and Warranties; Remedies. The representations and warranties of the Seller and Purchaser contained in this Agreement shall survive the Closing until the date that is fifteen (15) months after the Closing Date; provided, however, (i) the representations and warranties of Seller set forth in the first sentence of Section 6.1 (Due Organization and Authority), Section 6.5 (Authority to Execute and Perform Agreement), Section 6.8.1 (Title to Assets and Properties), the portions of Section 6.10 (Intellectual Property) which address title, Section 6.13 (Employee Benefits), Section 6.14 (Environmental Matters), Section 6.15 (Taxes), Section 6.20 (Fees and Commissions), and Section 6.21 (Illegal Payments) (collectively, the “Seller Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations, and (ii) the representations and warranties of Purchaser set forth in Section 7.1 (Organization), Section 7.2 (Authority to Execute and Perform Agreement), and Section 7.3 (Fees and Commissions) (collectively, the “Purchaser Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations. If written notice of a claim has been given prior to the expiration of the applicable survival period by a Purchaser Indemnified Party to Seller or by a Seller Indemnified Party to the Purchaser, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved. The covenants and obligations in this Agreement shall survive the Closing and the consummation of the Asset Sale until the expiration of the applicable statute of limitations.

11.2. Indemnification by Seller. From and after the Closing, Seller agrees to indemnify and hold Purchaser harmless from and against any and all Losses incurred or suffered by Purchaser or its Affiliates, assigns , directors, officers, employees, or consultants (collectively, the “Purchaser Indemnified Parties”) due to or resulting from: (i) the breach of any representation or warranty of Seller set forth in Article 6 of this Agreement; (ii) a violation or default by Seller of Seller’s covenants, obligations or agreements set forth in this Agreement or in any certificate delivered pursuant to Section 5.3.3; (iii) the Retained Liabilities; (iv) Seller’s failure to comply with any bulk sales law; and (v) Purchaser’s payment of any debts, obligations or liabilities of Seller other than Assumed Liabilities, whether or not such claims constitute a breach of a representation or warranty of Seller set forth herein.

11.3. Indemnification by Purchaser. From and after the Closing, Purchaser agrees to indemnify and hold Seller harmless from and against any and all Losses incurred or suffered by Seller or its Affiliates, assigns, directors, officers, employees, or consultants (collectively, the “Seller Indemnified Parties”) due to or resulting from: (i) the breach of any representation or warranty of Purchaser set forth in Article 7 of this Agreement or the any certificate delivered pursuant to Section 5.4.3; (ii) a violation or default by Purchaser of Purchaser’s covenants, obligations or agreements set forth in this Agreement; (iii) the Assumed Liabilities; and (iv) Seller’s payment or satisfaction of any Assumed Liabilities.

11.4. Indemnification Procedures.

11.4.1. Any party seeking indemnification hereunder (the “Indemnified Party”, which term shall include all Indemnified Parties if there be more than one) shall promptly notify the indemnifying party or parties hereto (the “Indemnifying Party”, which term shall include all Indemnifying Parties if there be more than one) of any action, suit, proceeding, demand or breach (an “Indemnity Claim”) with respect to which the Indemnified Party claims indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 11 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby.

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11.4.2. In the event that any Indemnified Party desires to make a claim against an Indemnifying Party under Section 11.2 or 11.3 above in connection with any suit, action, proceeding or demand at any time instituted against or made upon an Indemnified Party by any third party for which the Indemnified Party is entitled to seek indemnification hereunder (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of such Third Party Claim and of the Indemnified Party’s claim of indemnification with respect thereto. The Indemnifying Party shall have forty-five (45) days after receipt of such notice to notify the Indemnified Party if the Indemnifying Party has elected to assume the defense of such Third Party Claim. If the Indemnifying Party elects to assume the defense of such Third Party Claim, the Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing; provided, however, that (i) the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, and (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (C) the Indemnified Party would not reasonably be expected to have any liability with respect to any compromise or settlement of such claims effected without its consent. Notwithstanding the foregoing, in no event shall the Indemnifying Party be entitled to assume the defense of any such Third Party Claim if (a) the Indemnifying Party shall not have given the Indemnified Party written notice that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article 11; (b) the Indemnified Party shall have given the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that a bona fide conflict of interest makes separate representation by the Indemnified Party’s own counsel advisable; (b) such Third Party Claim seeks an injunction or other equitable relief; (c) such Third Party Claim, if adversely determined, could reasonably be expected to result in Losses which, along with any other reasonably foreseeable Losses and any amounts previously paid pursuant to this Article 11 (subject to the limitations therein), would be in excess of the Representation and Warranty Cap; or (d) such Third Party Claim is made by a governmental or regulatory authority (it being understood and agreed that in any such case the Indemnifying Party may participate in the defense of such Third Party Claim with its own counsel at its own expense); provided that in such event the Indemnifying Party shall be entitled, at its expense, to participate in such defense with counsel of its own choice. If the Indemnifying Party fails to notify the Indemnified Party of its assumption of the defense of such Third Party Claim within forty-five (45) days after receipt of the Indemnified Party’s notice of a Third Party Claim, the Indemnified Party shall be entitled to assume the defense of such Third Party Claim at the expense of the Indemnifying Party, provided, however, that the Indemnified Party may not settle any Third Party Claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

11.5. Method and Manner of Paying Indemnity Claims.

11.5.1. In the event of any Indemnity Claim under this Article 11, the Indemnified Party shall advise the Indemnifying Party in writing of the amount and circumstances surrounding such Indemnity Claim. If within thirty (30) days the Indemnifying Party has not contested such Indemnity Claim in writing, such amount shall be deemed the amount of indemnification to which the Indemnified Party is entitled (the “Indemnified Amount”), and the Indemnifying Party shall pay the full amount thereof within ten (10) days after the expiration of such period. Any Indemnified Amount (or portion thereof) owed by an Indemnifying Party hereunder with respect to any Indemnity Claim may be set-off by the Indemnified Party (at the sole option of the Indemnified Party) against any amounts owed by the Indemnified Party to the Indemnifying Party. The unpaid balance of any Indemnified Amount owed by the Indemnifying Party shall bear interest at a rate per annum equal to the prime rate as published in the Wall Street Journal plus two percent (2%) from the due date notice thereof hereunder.

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11.5.2. Other than with respect to Purchase Price Limited Losses, any indemnification to which Purchaser is entitled under this Agreement as a result of any Indemnity Claim shall first be satisfied by Purchaser’s recouping all of such Indemnified Amount from the Escrow Amount in accordance with the terms of the Escrow Agreement.

11.6. Limitations on Indemnification.

11.6.1. Seller shall not be required to indemnify the Purchaser Indemnified Parties hereunder for any Losses pursuant to Section 11.2(i) (other than Losses due to or resulting from the breach of any Seller Fundamental Representations) (such Losses being collectively referred to herein as the “Representation and Warranty Losses”) except to the extent that the aggregate amount of such Representation and Warranty Losses for which all Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to this Article 11 exceeds $35,000 (the “Deductible Amount”) (it being understood and agreed that the Deductible Amount is intended as a deductible, and Seller shall not be liable for any Representation and Warranty Losses which are in the aggregate less than the Deductible Amount), whereupon the Purchaser Indemnified Parties shall be entitled to be paid the excess of (x) the aggregate amount of all such Representation and Warranty Losses over (y) the Deductible Amount, subject to the limitations on maximum amount of recovery set forth in Section 11.6.3. The foregoing limitations set forth in this Section 11.6.1 shall not apply to Seller’s indemnification obligation pursuant to Section 11.2(i) with respect to Losses due to or resulting from any breach of any Seller Fundamental Representations (all such Losses being collectively referred to herein as “Purchase-Price Limited-Losses”).

11.6.2. The Purchaser shall not be required to indemnify the Seller Indemnified Parties hereunder for any Losses pursuant to Section 11.3(i) (other than Losses due to or resulting from the breach of any Purchaser Fundamental Representations) (such Losses being collectively referred to herein as the “Purchaser Representation and Warranty Losses”) except to the extent that the aggregate amount of such Purchaser Representation and Warranty Losses for which all Seller Indemnified Parties are otherwise entitled to indemnification pursuant to this Article 11 exceeds the Deductible Amount (it being understood and agreed that the Deductible Amount is intended as a deductible, and the Purchaser shall not be liable for any Purchaser Representation and Warranty Losses which are in the aggregate less than the Deductible Amount), whereupon the Seller Indemnified Parties shall be entitled to be paid the excess of (x) the aggregate amount of all such Purchaser Representation and Warranty Losses over (y) the Deductible Amount, subject to the limitations on maximum amount of recovery set forth in Section 11.6.4. The foregoing limitations set forth in this Section 11.6.2 shall not apply to the Purchaser’s indemnification obligation pursuant to Section 11.3(i) with respect to Losses due to or resulting from any breach of any Purchaser Fundamental Representations.

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11.6.3. The aggregate amount payable by Seller in respect of Representation and Warranty Losses shall not exceed an amount equal to $750,000.00 (the “Representation and Warranty Cap”).

11.6.4. The aggregate amount payable by the Purchaser in respect of Purchaser Representation and Warranty Losses shall not exceed an amount equal to the Representation and Warranty Cap.

11.6.5. Any indemnification payment made pursuant to Article 11 of this Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

11.6.6. Except for Losses incurred as a result of a fraud by the Seller, the aggregate amount payable by Seller in respect of any Purchase-Price Limited-Loss shall not exceed an amount equal to the Purchase Price, less amounts previously paid or to be paid by Seller pursuant to this Article 11.

11.7. Calculation of Losses. The amount of any claims or Losses subject to indemnification by (i) Seller under this Article 11 shall be calculated net of any amounts recovered and actually received by Purchaser or its Affiliates under applicable insurance policies (but taking into account any deductible or retention and initial premium increase resulting therefrom) held by Purchaser or its Affiliates and (ii) by Purchaser under this Article 11 shall be calculated net of any amounts recovered and actually received by Seller or its Affiliates under applicable insurance policies (but taking into account any deductible or retention and initial premium increase resulting therefrom) held by Seller or its Affiliates, and Seller and Purchaser agree to make or cause to be made all commercially reasonable claims for insurance under such policies that may be applicable to the matter giving rise to the indemnification claim hereunder, but in no event will an Indemnified Party be required to commence litigation to recover proceeds under its insurance policies.

11.8. Exclusive Remedy. Except for claims arising under Section 4.3, Section 14.3 or Article 13 and claims based on fraud, from and after the Closing Date the sole recourse and remedy for any and all claims which are or could be the subject of indemnification under this Article 11 shall be indemnification pursuant to this Article 11. Purchaser is not entitled to indemnification pursuant to Article 11 to the extent that Purchaser has been compensated therefor pursuant to Section 4.3.

ARTICLE 12

TERMINATION

12.1. Termination of Agreement. This Agreement may be terminated under any of the following circumstances by notice given on or before the Closing Date:

12.1.1. By mutual consent of Seller and Purchaser;

12.1.2. By Purchaser based on the failure of any of the conditions set forth in Article 9 hereof on or before June 30, 2013 other than as a result of a breach by Purchaser of this Agreement;

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12.1.3. By Seller based on the failure of any of the conditions set forth in Article 10 hereof on or before June 30, 2013 other than as a result of a breach by Seller of this Agreement;

12.1.4. Purchaser shall have the right to terminate if, during the period from the date hereof to the Closing Date, Purchaser shall learn of any fact or condition which is materially at variance with one or more of the warranties or representations of Seller set forth in this Agreement, or Seller shall fail in any material respect to perform the covenants of Seller set forth in Article 8 of this Agreement which by their nature are pre-Closing obligations, in each case if Seller shall fail to cure such variance or failure within ten (10) days of written notice of the same from Purchaser;

12.1.5. Seller shall have the right to terminate if, during the period from the date hereof to the Closing Date, Seller shall learn of any fact or condition which is materially at variance with one or more of the warranties or representations of Purchaser set forth in this Agreement, or Purchaser shall fail in any material respect to perform the covenants of Purchaser set forth in Article 8 of this Agreement which by their nature are pre-Closing obligations, in each case if Purchaser shall fail to cure such variance or failure within ten (10) days of written notice of the same from Seller;

12.1.6. Purchaser and Seller shall each have the right to terminate if a proceeding or formal investigation shall have been commenced by any Governmental Authority or by any other person or entity with respect to any of the transactions contemplated in this Agreement;

12.1.7. Purchaser shall have the right to terminate if a Material Adverse Change has occurred, or Seller shall have suffered a material loss or damage to any of the assets to be purchased pursuant to this Agreement, which change, loss or damage would materially impair the ability of Purchaser to conduct the GlobalTrak Business upon consummation of this Agreement; and

12.1.8. Either Purchaser or Seller may, at its or their election, waive any of its or their rights to terminate this Agreement under the provisions of this Article 12, and shall be deemed to have waived such rights upon completion of the Closing under this Agreement.

12.2. Rights upon Termination.

12.2.1. In the event of a termination of this Agreement pursuant to Section 12.1.1 hereof, each party shall pay the costs and expenses incurred by it in connection with this Agreement, and no party (or any of its members, managers, stockholders, directors, employees, agents, or representatives) shall be liable to any other party for any costs, expenses, damage or loss of anticipated profits hereunder.

12.2.2. In the event of a termination of this Agreement prior to the Closing under circumstances where either party shall be in breach of any material provision of this Agreement, in addition to any rights or remedies provided for in this Agreement the non-breaching party shall have the rights and remedies available at law or equity.

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ARTICLE 13

CONFIDENTIALITY AND NON-SOLICITATION

13.1. Confidential Information. As used herein, “Confidential Information” means any information regarding the GlobalTrak Business, including a formula, pattern, compilation, list, program, device, method, technique, or process, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The types and categories of information which Purchaser considers to be, and Seller acknowledges as, Confidential Information include, but are not limited to, the following: the names, addresses, requirements, buying habits and other proprietary information regarding past, present and potential customers, employees and suppliers of the GlobalTrak Business; customer and supplier contracts and transactions or price lists of the GlobalTrak Business; products, services, programs and processes sold, licensed or developed by Seller in its operation of the GlobalTrak Business; past, present and/or future development projects and ideas, strategic plans and forecasts of the GlobalTrak Business; financial reports and information and/or marketing data respecting the conduct of the past, present or future phases of the GlobalTrak Business of Seller; sales forecasts; experimental and research work; methods of business operations, Technology and trade secrets of the GlobalTrak Business; and other information that is proprietary and confidential.

13.2. Agreement Not To Disclose Confidential Information. Beginning on the Closing Date, Seller agrees to retain the Confidential Information it is or becomes aware of in absolute confidence; not to use or exploit the Confidential Information in any way; and not to disclose the Confidential Information directly or indirectly to any person or organization at any time unless Purchaser gives its express written consent to disclosure; provided, however, that Seller shall be under no such obligation as to information which (a) at the time of disclosure by Seller is already properly within the public domain, (b) is independently made available to Seller in good faith by a third party who is not bound by a confidentiality agreement with Purchaser and/or any Affiliate of Purchaser, or (c) is required to be disclosed by legal process or proceeding or in connection with completion of financial statements and filing of tax returns by Seller.

13.3. Agreement Not To Interfere With Relationships. Seller agrees, for a period of five (5) years following the Closing Date (or if this period is unenforceable, then for such period as shall be enforceable): (i) not to interfere with or adversely affect Purchaser’s relationships in respect of the GlobalTrak Business, or such relationships of any Affiliate of Purchaser, with any person, firm, association, corporation or other entity with whom Seller actually did business or had a personal contact prior to the Closing Date in its operation of the GlobalTrak Business; and (ii) not to divert or change, or attempt to divert or change, any such relationship relating to the GlobalTrak Business to the detriment of Purchaser and/or any Affiliate of Purchaser or to the benefit of any other person, firm, association, corporation or other entity.

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13.4. Agreement Not To Solicit Employees. Each party covenants and agrees that it will not, for a period of two (2) years following the Closing Date (or if this period is unenforceable, for such period as shall be enforceable), induce or seek to induce any employee of the other party or any of its Affiliates to terminate his or her employment relationship with such other party or any of its Affiliates; provided, however, the foregoing shall not restrict either party from general employment solicitations that do not expressly target such employees.

13.5. Enforceability. The provisions of this Article 13 shall survive the Closing of the transactions contemplated in this Agreement. Seller agrees that because information possessed or obtained by Seller is proprietary and confidential, Purchaser will suffer irreparable injury for which there is no adequate remedy at law if Seller violates in any manner any covenant provided in this Article 13. Therefore, Purchaser shall be entitled to obtain a temporary restraining order without prior notice, an injunction and/or other equitable relief without posting security, in addition to all other remedies available to it to prevent breach of the provisions of this Article 13, or any part of it, and to secure the enforcement of such provisions.

ARTICLE 14

MISCELLANEOUS

14.1. Benefit and Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, their legal representatives, successors, and assignees. This Agreement may not be assigned by either party, except that Purchaser shall have the right to assign this Agreement to any entity controlled by Purchaser. No such assignment by Purchaser shall relieve Purchaser of its obligations hereunder.

14.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without application of conflicts of laws principles.

14.3. Expenses and Taxes. Except as otherwise provided herein, all expenses incurred in connection with this Agreement, or the transactions herein provided for, shall be paid by either Purchaser or Seller, whichever incurs such expenses. Seller shall pay all taxes imposed by law on Seller under the laws applicable to the transfer of the Purchased Assets.

14.4. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Any party executing this Agreement by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.

14.5. Headings. All section headings herein and the table of contents are inserted for convenience only and shall not modify or affect the construction or interpretation of any provision of this Agreement.

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14.6. Amendment, Modification and Waiver. This Agreement may not be modified, amended or supplemented except by the written agreement of Purchaser and Seller. Any party hereto may waive in writing any term or condition contained in this Agreement and intended to be for its benefit; provided, however, that no waiver by any party, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such term or condition. Each amendment, modification, supplement or waiver shall be in writing and signed by the party or parties to be charged.

14.7. Entire Agreement. This Agreement and its exhibits, schedules and other documents expressly required to be delivered at Closing hereunder or delivered herewith represent the entire understanding of the parties as to the subject matter hereof and no provision or document of any kind shall be included in or form a part of this Agreement unless hereafter signed and delivered to the other party or parties by the party to be charged. The Agreement expressly supersedes the letter of intent dated as of February 10, 2013, executed by Seller and Purchaser. The Confidentiality Agreement shall bind the parties solely to the limited extent expressly set forth in this Agreement.

14.8. Seller’s and Purchaser’s Acknowledgment. Seller and Purchaser expressly agree and acknowledge that they have had sufficient time and opportunity to consider the terms of this Agreement and to consult an attorney of their choice and execute it with full knowledge and understanding of its contents and without having relied on any statement or representation by Purchaser or Seller, their representatives or anyone retained by them, except as expressly stated herein.

14.9. Notices. All notices, demands and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested, postage prepaid, or if sent by overnight courier, or sent by written telecommunication, as follows:

To Seller:	System Planning Corporation 3601 Wilson Blvd. Arlington, VA 22201 Attn: Dr. Ronald Easley Fax: (703) 351-8663 System Planning Corporation 3601 Wilson Blvd. Arlington, VA 22201 Attn: Richard Hozik Fax: (703) 351-8633
With copy to:	Greenberg Traurig, LLP 1750 Tysons Blvd, Suite 1200 McLean, VA 22102 Attn: Scott Meza Fax: (703) 714-8392

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To Purchaser: ORBCOMM Inc. 395 W. Passaic Street, Suite 325 Rochelle Park, NJ 07662 Attn: General Counsel Fax: (703) 433-6400

Any such notice shall be effective (a) if delivered personally, when received, (b) if sent by overnight courier, when receipted for, (c) if mailed, five (5) days after being mailed as described above, and (d) if sent by written telecommunication, when dispatched.

14.10. Disclaimer of Warranties. It is the explicit intent of each party hereto that the Parties are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including, but not limited to, any implied warranty or representation as to the value, condition, merchantability or suitability as to any of the Purchased Assets.

[Remainder of page intentionally left blank – signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the date first above written.

ORBCOMM Inc.
By:
Its:
System Planning Corporation
By:
	Ronald Easley
Its:	Chairman

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EX-10.3

Exhibit 10.3

EXECUTION COPY

ASSET PURCHASE AGREEMENT

BY AND AMONG

ORBCOMM Inc., a Delaware corporation

and

MobileNet, Inc., a Georgia corporation

William J. Purdie III

and

Ruby W. Purdie

Dated March 13, 2013

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS	1
1.1. Specified Definitions	1
1.2. Other Terms	11
1.3. Other Definitional Provisions	11
ARTICLE 2 PURCHASE AND SALE OF ASSETS	12
2.1. Description of Purchased Assets	12
2.2. Retained Assets	14
2.3. Reliance	14
ARTICLE 3 ASSUMPTION AND NON-ASSUMPTION OF LIABILITIES	14
3.1. Description of Assumed Liabilities	14
3.2. Non-Assumption of Liabilities	15
3.3. Liabilities With Respect to Personnel Matters	16
ARTICLE 4 PURCHASE PRICE AND PAYMENT	17
4.1. Purchase Price	17
4.2. Payment of Purchase Price and Assumption of Assumed Liabilities	18
4.3. Purchase Price Adjustments	18
4.4. Earnout	20
4.5. Receivables	22
4.6. Allocation of Purchase Price	22
4.7. ORBCOMM Stock	22
4.8. Withholding Tax	23
ARTICLE 5 THE CLOSING	24
5.1. The Closing	24
5.2. Closing Date	24
5.3. Deliveries by Sellers	24
5.4. Deliveries by Purchaser	25
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLERS	25
6.1. Due Organization and Authority; Subsidiaries	25
6.2. Qualification	26
6.3. Organizational Documents and Company Records	26
6.4. Financial Statements	26
6.5. Authority to Execute and Perform Agreement	26
6.6. Absence of Certain Liabilities	27
6.7. Absence of Certain Changes or Events	27
6.8. Title to Assets and Properties; Condition	29
6.9. Permits and Licenses	29
6.10. Intellectual Property	30
6.11. No Conflict of Interest	33
6.12. Labor Relations; Officers and Employees	34
6.13. Employee Benefits	34
6.14. Environmental Matters	35
6.15. Taxes	36
6.16. Legal Proceedings	37
6.17. Contracts	37
6.18. Compliance with Laws, Certifications	39

i

6.19. Insurance	40
6.20. Fees or Commissions	40
6.21. Illegal Payments	40
6.22. Suppliers and Customers	40
6.23. Inventories	41
6.24. Real Property	41
6.25. Assigned Receivables	42
6.26. Disclosure	42
6.27. Accredited Investor	42
6.28. Investment Intent	42
6.29. Investment Decision	42
6.30. Transfer Restrictions	42
ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF PURCHASER	43
7.1. Organization	43
7.2. Authority to Execute and Perform Agreement	43
7.3. Fees or Commissions	43
7.4. Orders	43
7.5. Sufficiency of Funds	43
7.6. Valid Issuance	44
7.7. SEC Reports; Financial Statements	44
7.8. Absence of Changes	44
7.9. Governmental Authorizations	44
ARTICLE 8 COVENANTS	45
8.1. Conduct of the Business	45
8.2. Examinations and Investigations, Confidentiality Agreement	46
8.3. Certain Filings, Consents and Action	46
8.4. Public Announcement	47
8.5. Acquisition Proposals	47
8.6. Further Assurances	47
8.7. Financial Information	48
8.8. Third Party Consents	48
8.9. Bulk Sales Law	48
8.10. Cessation of Use of Names; Telephone; Domain Names	48
8.11. Tax Cooperation	48
8.12. Access to Records	49
ARTICLE 9 CONDITIONS TO OBLIGATIONS OF PURCHASER	49
9.1. Representations and Warranties True as of the Closing Date	49
9.2. Performance by Sellers	49
9.3. Authority	49
9.4. Consents	49
9.5. Assumed Contracts and Assigned Rights	49
9.6. Absence of Litigation	49
9.7. No Material Adverse Change	50
9.8. Title	50
9.9. Agreement with the Key Employee and Acceptance by a Transferred Employee	50
9.10. Due Diligence	50

ii

9.11. Certificate of Indebtedness	50
9.12. Discharge of Liens	50
9.13. Tax Clearance Certificate	50
9.14. Other Agreements	51
9.15. FIRPTA Certificate	51
9.16. Escrow Agreement	51
9.17. Proceedings and Documents Satisfactory	51
ARTICLE 10 CONDITIONS TO OBLIGATIONS OF SELLERS	51
10.1. Representations and Warranties True as of the Closing Date	51
10.2. Performance by Purchaser	51
10.3. Authority	51
10.4. Absence of Litigation	52
10.5. Other Agreements	52
10.6. Escrow Agreement	52
10.7. Proceedings and Documents Satisfactory	52
10.8. Due Diligence	52
10.9. No Material Adverse Change	52
ARTICLE 11 INDEMNIFICATION	52
11.1. Survival of Representations and Warranties; Remedies	52
11.2. Indemnification by Sellers	52
11.3. Indemnification by Purchaser	53
11.4. Indemnification Procedures	53
11.5. Method and Manner of Paying Indemnity Claims	54
11.6. Limitations on Indemnification	55
11.7. Exclusive Remedy	57
ARTICLE 12 TERMINATION	57
12.1. Termination of Agreement	57
12.2. Rights upon Termination	58
ARTICLE 13 CONFIDENTIALITY AND NON-SOLICITATION	59
13.1. Confidential Information	59
13.2. Agreement Not To Disclose Confidential Information	59
13.3. Agreement Not To Interfere With Relationships	59
13.4. Agreement Not To Solicit Employees	59
13.5. Enforceability	60
ARTICLE 14 MISCELLANEOUS	60
14.1. Benefit and Assignment	60
14.2. Governing Law	60
14.3. Specific Performance	60
14.4. Expenses and Taxes	60
14.5. Counterparts	60
14.6. Headings	61
14.7. Amendment, Modification and Waiver	61
14.8. Schedules	61
14.9. Entire Agreement	61
14.10. Sellers’ and Purchaser’s Acknowledgment	61
14.11. Notices	61
14.12. Disclaimer of Warranties	62

iii

SCHEDULES & EXHIBITS

Schedule 3.3

Schedule 4.6

Schedule 6.2

Schedule 6.5

Schedule 6.7

Schedule 6.8.1

Schedule 6.9

Schedule 6.10.1

Schedule 6.10.2

Schedule 6.10.3

Schedule 6.10.4

Schedule 6.10.5

Schedule 6.10.6

Schedule 6.11

Schedule 6.12

Schedule 6.12.2

Schedule 6.13.1

Schedule 6.14

Schedule 6.15

Schedule 6.16

Schedule 6.17

Schedule 6.17.4

Schedule 6.19

Schedule 6.22

Exhibit 2.1.3

Exhibit 2.1.6(a)

Exhibit 2.1.6(b)

Exhibit 2.2.9

Exhibit 9.4

Exhibit 9.5

Exhibit 9.16

iv

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is made as of the 13^th day of March, 2013, by and among ORBCOMM Inc., a Delaware corporation with its principal place of business at 395 W. Passaic Street, Suite 325, Rochelle Park, New Jersey 07662 (“Purchaser”), MobileNet, Inc., a Georgia corporation with its principal place of business at 13000 Deerfield Parkway, Suite 325, Milton, Georgia 30004 (the “Company”) and William J. Purdie III and Ruby W. Purdie, individual residents of Georgia with an address at 1985 Birmingham Road, Milton, Georgia 30004 (collectively referred to as the “Stockholder”). The Company and the Stockholder are referred to herein collectively as the “Sellers” and each is singly, a “Seller”.

Background Information

A. Sellers wish to sell certain of the Company’s assets related to and used in the business conducted by the Company, including its business of design, development, manufacture and marketing of mobile asset tracking and management tools and services (the “Business”) and Purchaser (or a wholly-owned subsidiary of Purchaser, formed to receive the Purchased Assets and operate the Business after the Closing) wishes to purchase such assets.

B. As of January 18, 2013, Sellers and Purchaser entered into a letter of intent, which letter of intent contemplates the execution of a definitive purchase agreement among the parties.

C. This Agreement is the definitive purchase agreement contemplated by the letter of intent.

Statement of Agreement

In consideration of the foregoing premises and the mutual covenants of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1. Specified Definitions.

As used in this Agreement, the following capitalized terms have the meanings specified below:

“Affiliate” of a Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the possession of the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by Contract or otherwise.

“Agreement” shall have the meaning set forth in the Preamble.

“Asset Sale” means the sale of the Purchased Assets to Purchaser at the Closing in accordance with the terms and conditions of this Agreement.

“Assigned Rights” shall have the meaning set forth in Section 2.1.10.

“Assigned Receivables” shall have the meaning set forth in Section 2.1.8.

“Assumed Contracts” shall have the meaning set forth in Section 2.1.6.

“Assumed Liabilities” shall have the meaning set forth in Section 3.1.

“Balance Sheet” shall have the meaning set forth in Section 6.4.

“Balance Sheet Date” shall have the meaning set forth in Section 6.4.

“Benefit Arrangement” means a plan, program, agreement, arrangement or practice providing for bonuses, incentive compensation, deferred compensation, vacation pay, severance pay, restricted stock, stock options, tuition reimbursement or any other material perquisite or employee benefit (other than a Plan) maintained or sponsored by the Company for the benefit of employees employed in the Business.

“Business” shall have the meaning specified in the Background Information.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et. seq., as amended, and the rules and regulations promulgated thereunder.

“Certificate of Indebtedness” shall have the meaning set forth in Section 9.11

“Claims” shall have the meaning specified in Section 6.16.

“Closing” shall have the meaning specified in Section 5.1.

“Closing Cash Amount” shall have the meaning specified in Section 4.2.1.

“Closing Date” shall have the meaning specified in Section 5.2.

“Closing ORBCOMM Stock” means the number of shares of Purchaser common stock, rounded up to the next whole number, equal to the quotient of (i) $1,500,000, divided by (ii) $4.5545; provided, however, that the number of shares of Purchaser common stock shall be proportionately adjusted in the event of a stock split, stock dividend or similar stock transaction affecting the shares of Purchaser common stock between the date of this Agreement and the Closing Date.

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“COBRA” shall have the meaning specified in Section 6.13.9.

“Code” means the Internal Revenue Code of 1986, as amended or recodified, and regulations promulgated thereunder.

“Company’s Proposed Calculations” shall have the meaning specified in Section 4.3.4.

“Confidential Information” shall have the meaning specified in Section 13.1.

“Confidentiality Agreement” means that certain Confidentiality Agreement between the Company and Purchaser effective as of August 28, 2012.

“Contracts” means and includes (i) all contracts, licenses, leases, indentures, deeds, instruments, joint venture, environmental indemnity and other agreements, commitments and all other legally binding arrangements of the Company, and (ii) without limitation of clause (i), all legally binding bids, quotations, proposals or other offers of the Company, whether oral or written, but in any event excluding Permits, Plans, Benefit Arrangements and any contract relating to any Indebtedness.

“Current Employees” shall have the meaning specified in Section 3.3.1.

“Deductible Amount” shall have the meaning specified in Section 11.6.1.

“Developed Software” shall have the meaning specified in Section 6.10.6.11.

“Documentation” means user guides, manuals, and written instructions for the Software, and any other written materials in any media that explain how the Software runs.

“Due Diligence” shall have the meaning specified in Section 8.2.

“Earnout Amounts” shall have the meaning specified in Section 4.4.5.

“Earnout Period” shall mean each of the two one-year periods ending, respectively, on (i) March 31, 2014, and March 31, 2015 if the Closing occurs on or before March 31, 2013; or (ii) April 30, 2014 and April 30, 2015 if the Closing occurs after March 31, 2013.

“Earnout Statement” shall have the meaning specified in Section 4.4.1.

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“Environmental Claim” means any notice, claim, demand or other communication (collectively, a “claim”) alleging or asserting Liability for Remedial Action costs, damages to natural resources or other property, personal injuries, fines or penalties, arising out of, based on or resulting from (i) the presence, or Release into the environment, of any Hazardous Substance, in, on or under any property, whether or not owned, or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law including, without limitation, violation of a Permit or failure to obtain a Permit. The term “Environmental Claim” shall include, without limitation, any claim by any Governmental Authority for enforcement, Remedial Action or damages pursuant to any applicable Environmental Law, and any claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the presence of Hazardous Substances in, on or under any property, whether or not owned, or arising from actual or alleged injury or threat of injury to property, health, safety or the environment in relation to Hazardous Substances in, on or under any property, whether or not owned.

“Environmental Law” means any past or present Law, Order or common law relating to the protection of the environment, natural resources, human health or safety, such as the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq., as amended; the Resource Conservation and Recovery Act 42 U.S.C. §§ 6901 et seq., as amended; the Clean Water Act, 33 U.S.C. §§ 1251 et seq., as amended; the Clean Air Act, 42 U.S.C. §§ 7401 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., as amended, the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq., as amended,; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., as amended.

“Environmental Liability” means and includes, with respect to any Person, (i) any Liability of such Person, whether now existing or hereafter arising at any time, (x) under any Environmental Law or under any Permit issued pursuant to any Environmental Law (including without limitation for any violation or alleged violation of any such Environmental Law or Permit), or (y) without limitation of the generality of subclause (x), in connection with any Remedial Action, and (ii) without limiting the generality of clause (i), any Environmental Claim made against such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

“Erroneous Party” shall have the meaning specified in Section 4.3.4.

“Escrow Agreement” shall have the meaning specified in Section 9.16.

“Escrow Amount” shall mean one-half of the Closing ORBCOMM Stock, rounded up to the next whole number.

“Final Adjustment” shall have the meaning specified in Section 4.3.5.

“Financial Statements” shall have the meaning specified in Section 6.4.

“GAAP” means United States generally accepted accounting principles.

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“Governmental Authority” means any agency, board, bureau, court, commission, department, instrumentality or administration of any foreign government, the United States government, the government of any state, province, district, territory or possession of the United States or any other country and any local or other governmental body or any political subdivision of any of the foregoing.

“Hazardous Substance” means (i) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form, urea formaldehyde foam insulation, and polychlorinated biphenyls (PCBs); (ii) any chemicals or other materials or substances which are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutants,” “contaminants,” “solid wastes,” “wastes” or words of similar import under any Environmental Law; and (iii) any other chemical or other material or substance, for which handling, disposal, treatment, storage, transportation, release, exposure to, or presence or migration is now or hereafter prohibited, limited or regulated by, or would result in liability pursuant to, any Environmental Law.

“Indebtedness” of any Person, means, without duplication: (i) the principal of and interest upon and premium (if any) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding accounts payable, other current liabilities and deferred revenue of such Person arising in the ordinary course of business of such Person); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; and (iv) all obligations of the type referred to in clauses (i) through (iii) of any third party for the payment of which such Person is responsible or liable, directly or indirectly, whether as an obligor, guarantor or in some other similar capacity.

“Indemnified Amount” shall have the meaning specified in Section 11.5.1.

“Indemnified Party” shall have the meaning specified in Section 11.4.1.

“Indemnifying Party” shall have the meaning specified in Section 11.4.1.

“Indemnity Claim” shall have the meaning set forth in Section 11.4.1.

“Independent Accounting Firm” shall have the meaning specified in Section 4.3.4.

“Intellectual Property” means (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all domestic and foreign patents, patent applications, and patent disclosures and licenses to patents owned by others, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith and licenses to copyrights owned by others, (iii) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, bills of material, customer and

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supplier lists, pricing and cost information, and business and marketing plans and proposals), (iv) all trademarks, service marks, trade dress, logos, trade names, internet domain names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (v) all Software and licenses to Software owned by others; (vi) all intellectual property rights arising from or in respect of Technology, and (vii) all copies and tangible embodiments thereof (in whatever form or medium); together with the goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under applicable Laws including the right to sue for, collect damages, settle and release claims for past, present, and future infringement, including without limitation, the right to sue to enjoin infringement, and (viii) all other applications and registrations related to any of the intellectual property rights set forth in the foregoing clauses (i) – (vii) above.

“Interim Balance Sheet” shall have the meaning specified in Section 6.4.

“Interim Balance Sheet Date” shall have the meaning specified in Section 6.4.

“Interim Financials” shall have the meaning specified in Section 6.4.

“Initial Closing Statement” shall have the meaning specified in Section 4.3.1.

“Inventories” shall have the meaning specified in Section 2.1.2.

“Key Employee” means William J. Purdie III.

“Law” means any law, statute, rule, regulation, ordinance, policy, guidance, common law or other pronouncement having the effect of law of any Governmental Authority, in effect from time to time.

“Leased Real Property” means the office space leased by the Company from CAT-ATL Owner LLC and located at 13000 Deerfield Parkway, Suite 325, Milton, Georgia (together with any associated leasehold improvements).

“Liabilities” means, as to any Person, all debts, adverse claims, liabilities and obligations, direct, indirect, absolute or contingent, known or unknown, of such Person, whether accrued, vested or otherwise, whether in contract, tort (including without limitation toxic tort), strict liability or otherwise and whether or not actually reflected, or required by GAAP to be reflected, in such Person’s balance sheets or other books and records.

“Licenses In” shall have the meaning specified in Section 6.10.2.

“Licenses Out” shall have the meaning specified in Section 6.10.3.

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“Lien” means any pledge, mortgage, security interest, charge against, encumbrance, or lien upon any of the Purchased Assets or upon the income or profits therefrom, in each case to secure payment of any Indebtedness or debt or performance of any obligation.

“Losses” means any and all claims, losses, damages, liabilities, obligations (including those arising out of any action, such as any settlement or compromise thereof or judgment or award therein) and any reasonable costs and expenses, including, without limitation, attorney’s and other advisors’ fees and disbursements; provided, however that, in no event shall Losses include amounts that are consequential, in the nature of lost profits, diminution in the value of the Business (based on multiples of revenues or earnings), special or punitive or otherwise not actual damages, other than such amounts that are components of claims against an Indemnified Party in actions by third parties to the extent that any such claim is subject to indemnification pursuant to Article 11.

“Machinery and Equipment” shall have the meaning specified in Section 2.1.1.

“Material Adverse Change” with respect to the Company means any material adverse change in the financial condition, assets, liabilities, results of operations or prospects of the Business. A “Material Adverse Change” with respect to the Purchaser means a material adverse change in the financial condition, results of operation or prospects of the Purchaser’s business.

“Material Adverse Effect” means a material adverse effect on the financial condition, assets, liabilities, results of operations, or prospects of the Business.

“MobileNet Service Revenues” means net service revenues recognized by Purchaser and its Affiliates in accordance with GAAP (which, for the avoidance of doubt, includes amortization of deferred service revenues (including deferred revenues from Assigned Receivables) into the measurement period, but does not include service revenues invoiced during the measurement period for which service will be rendered in a subsequent period as required by GAAP) during the relevant Earnout Period which result from the provision of communication, monitoring and activation services (which expressly exclude any revenue from the sale of equipment or other items of tangible personal property) which utilize technology included within the Purchased Assets which has not been utilized by Purchaser prior to the acquisition of the Purchased Assets and is not in the public domain or commercially available from other sources. Further, for avoidance of doubt, MobileNet Service Revenues expressly include service revenues, calculated in accordance with the previous sentence, resulting from the provision of communication, monitoring and activation services (A) provided to Persons who were customers of the Company at or prior to the Closing Date for use in monitoring heavy equipment (examples of which would be backhoes, cranes, railroad maintenance-of-way equipment, rail cars used in the transport of railroad construction equipment and railroad parts trailers); (B) provided to heavy equipment customers of Purchaser to the extent attributable to utilization of the Company’s portal which is included in the Purchased Assets, or (C) which relate to consulting, system design, licensing or support fees for services included in clauses (A) or (B) immediately preceding. Notwithstanding anything to the contrary, MobileNet Service Revenues expressly exclude revenues resulting from providing services with respect to rail cars (except rail cars used as the transport of railroad construction equipment), locomotives, trucks, trailers (except railroad parts trailers) and intermodal containers. In cases where services included in MobileNet Service Revenues are invoiced together with charges for other services or equipment, the portion of the amount invoiced to MobileNet Service Revenues shall be allocated in accordance with GAAP.

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“Multiemployer Plan” means a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA which is maintained, sponsored or contributed to by the Company for the benefit of any employee employed in the Business.

“Net Working Capital” means, (i) the Inventories and Assigned Receivables in each case included in the Purchased Assets, minus (ii) the deferred revenue obligations (valued at the portion of the full invoiced amounts attributable to services to be rendered by the Business after the Closing Date) and a warranty reserve in the amount of $5,000 in each case as included in the Assumed Liabilities, all calculated in accordance with GAAP (other than the $5,000 warranty reserve).

“Notice of Disagreement” shall have the meaning specified in Section 4.4.4.

“Object Code” means the machine language readable format of the Software together with any modifications, enhancements, upgrades, updates, additions and derivatives thereof.

“OFAC Regulations” shall have the meaning specified in Section 6.18.4.

“ORBCOMM Stock” means both the Closing ORBCOMM Stock and any shares of Purchaser common stock issuable pursuant to Section 4.4 hereof.

“Order” means any writ, judgment, decree, injunction or similar order or binding settlement of or with any Governmental Authority, in each case whether preliminary or final.

“Ordinary Course of Business” means in the ordinary course of the Business consistent with past practice (including with respect to quantity and frequency); however, for the avoidance of any doubt, any costs of accounting, legal and other third party consultants incurred in connection with the transactions contemplated by this Agreement shall not be considered costs incurred in the Ordinary Course of Business.

“Owned Intellectual Property” means Intellectual Property and rights therein owned by the Company.

“Permit” means any permit, license, franchise, approval and authorization issued or granted by a Governmental Authority.

“Permitted Liens” means (i) statutory liens for current taxes, assessments or other governmental charges not yet delinquent or being contested in good faith by appropriate proceedings, and (ii) mechanics’, carriers’, workers’, repairers’, landlords’ and similar liens arising or incurred in the Ordinary Course of Business which secure the payment of Assumed Liabilities which are not past due or are being contested in good faith by appropriate proceedings.

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“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or Governmental Authority.

“Plan” means any “employee benefit plan” as such term is defined in Section 3(3) of ERISA, other than a Multiemployer Plan, (a) which is maintained by the Company; (b) to which the Company contributes or is obligated to contribute on behalf of employees employed in the Business; or (c) for the benefit of any employee employed in the Business.

“Pre-Closing Tax Periods” means taxable periods ending on or before the Closing Date and the portion ending on the Closing Date of any taxable period that includes but does not end on the Closing Date.

“Prepaid Items” shall have the meaning specified in Section 2.1.5.

“Products” means all items or services currently sold or offered for sale by the Company as of the date of this Agreement.

“Proposed Contracts” shall have the meaning set forth in Section 6.17.2.

“Purchase Price” shall have the meaning specified in Section 4.1.

“Purchase-Price Limited Losses” shall have the meaning specified in Section 11.6.1.

“Purchased Assets” shall have the meaning specified in Section 2.1.

“Purchaser” shall have the meaning specified in the Preamble.

“Purchaser’s Proposed Calculations” shall have the meaning specified in Section 4.3.4.

“Real Property Leases” shall have the meaning specified in Section 6.24.2.

“Release” means any releasing, spilling, leaking, discharging, disposing of, pumping, pouring, emitting, emptying, injecting, leaching, dumping or allowing to escape, and includes any “release” as defined in CERCLA.

“Remaining Disputed Items” shall have the meaning specified in Section 4.3.4.

“Remedial Action” means any action to clean up, investigate, monitor, abate, transport, remove, treat or in any other way address or respond to any Hazardous Substances.

“Representation and Warranty Cap” shall have the meaning specified in Section 11.6.2.

“Representation and Warranty Losses” shall have the meaning specified in Section 11.6.1.

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“Retained Assets” shall have the meaning specified in Section 2.2.

“Retained Contracts” shall have the meaning specified in Section 2.1.6.

“Retained Liabilities” shall have the meaning specified in Section 3.2.

“Retained Records” shall have the meaning specified in Section 2.2.4.

“Retained Receivables” shall have the meaning specified in Section 2.2.2.

“Schedules” means the disclosure schedules delivered to Purchaser in connection herewith.

“Securities Act” means the Securities Act of 1933, as amended from time to time, including the rules and regulations promulgated thereunder.

“SEC” shall mean the Securities and Exchange Commission.

“SEC Reports” shall have the meaning specified in Section 7.7.

“Seller” shall have the meaning specified in the Preamble.

“Sellers’ Knowledge” or the “Knowledge of Sellers” means matters actually known, after reasonable inquiry, by William J. Purdie III or Matthew Mueller, or as reflected in the business records of any of the Sellers; provided that such reasonable inquiry shall not impose an obligation on Sellers to conduct a search of issued patents, registered trademarks or other registered Intellectual Property unless such individuals have been put on notice with respect to such matters.

“Software” means the object and source code versions of computer programs and associated documentation, training materials and configurations to use and modify such programs, including programmer, administrator, end user and other documentation including the Documentation, Object Code, and Source Code.

“Source Code” for Software means the source code programming statements and instructions written by the programmer(s), including comments, remarks, and any other documentation embedded within the source code, that are in human readable form and not yet compiled into machine language, in electronic media or hard copy form and related programmer-level documentation for the computer programs that are sufficient to enable a competent programmer to understand all details pertaining to the algorithms embodied in the operation of the computer programs and other proprietary technology, together with any modifications, enhancements, additions, upgrades, updates and derivatives thereof.

“Subsidiary” means, as to any specified Person, another Person, where an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such specified Person.

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“Target Net Working Capital” means $150,000.00.

“Tax” means all federal, state, local, foreign and other income, gross receipts, commercial activity, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever imposed by a Governmental Authority, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Clearance Certificate” shall have the meaning specified in Section 9.13.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Technology” means all designs, formulas, algorithms, procedures, techniques, ideas, know-how, Software, programs, models, routines, databases, tools, inventions, creations, improvements, works of authorship, and all recordings, graphs, drawings, reports, analyses, other writings, and any other embodiment of the above, in any form, whether or not specifically listed herein.

“Third Party Claim” shall have the meaning specified in Section 11.4.2.

“Transferred Employees” shall have the meaning specified in Section 3.3.1.

1.2. Other Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

1.3. Other Definitional Provisions. The words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.3.1. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

1.3.2. The terms “dollars” and “$” shall mean United States dollars.

1.3.3. As used herein: (i) the phrases “date of this Agreement” and “date hereof” and any other phrases of similar import shall mean the date that first appears in the Preamble at the top of page 1 of this Agreement; and (ii) unless the context otherwise requires, the word “or” is not exclusive.

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ARTICLE 2

PURCHASE AND SALE OF ASSETS

2.1. Description of Purchased Assets. On the terms and subject to the conditions herein expressed, the Company shall sell, convey, transfer, assign, set over and deliver to Purchaser on the Closing Date, and Purchaser shall purchase and accept, all of the assets, rights and interests (except the Retained Assets hereinafter described and defined in Section 2.2 below) then owned, possessed or operated by the Company and used, usable or intended for use in the operation of the Business, tangible and intangible, of every kind, nature and description, and wheresoever situated, whether or not any of the foregoing assets are carried or reflected on the books of the Company as of the time of assignment, transfer and conveyance to Purchaser, including without limitation the following:

2.1.1. Machinery and Equipment. All machinery, equipment, vehicles, computers and computer hardware, product testing equipment, office furniture, trade fixtures, leasehold or other improvements to real property and other fixed or tangible assets, which are used, usable or intended for use in the operation of the Business (the “Machinery and Equipment”);

2.1.2. Inventories. All inventories of the Company, including without limitation merchandise, raw materials, work in process, finished goods, supplies, component parts, including such items in the possession of contract manufacturers or other third parties which are identified to contracts of the Company, production and office supplies, stationery and other imprinted material, marketing and promotional materials (whether stored electronically or electromagnetically, in written form or otherwise) existing on the Closing Date which are used, usable or intended for use in the operation of the Business (the “Inventories”);

2.1.3. Intangible Property. All Owned Intellectual Property, all rights in internet web sites and internet domain names, all computer files of information stored electronically or electromagnetically including those stored in memory or on discs or other repositories, the right to receive mail and other communications and shipments of merchandise addressed to the Company, all of the Company’s right, title and interest in the name “MobileNet” and the goodwill associated therewith, and the right to those telephone numbers listed on Exhibit 2.1.3;

2.1.4. Business Records. All data and records related to the Business, wherever located and whether in tangible or electronic form, including but not limited to lists of past, present and prospective customers and records, data and information pertaining thereto which were or are used, usable or intended for use in the operation of the Business, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and databases, files and records relating to the Transferred Employees, but excluding the Retained Records;

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2.1.5. Prepaid Items. All deposits delivered to third parties by the Company with respect to the Business (including without limitation those in respect of any lease of real or personal property of the Business) or advances paid by the Company with respect to the Business, including without limitation deferred charges and other prepaid items (the “Prepaid Items”);

2.1.6. Contracts. All rights and benefits of or in favor of the Company resulting or arising from any Contracts or Permits of the Company, regardless of when accruing or accrued, including but not limited to those listed on Exhibit 2.1.6(a) (“Assumed Contracts”), except that any Contract which cannot be transferred or assigned without the consent of a Governmental Authority or other third party which consent the Company has not obtained prior to Closing as provided in Section 5.3.9 shall be treated as provided in Section 8.9; and except for rights under Contracts listed on Exhibit 2.1.6(b) (“Retained Contracts”);

2.1.7. Insurance. Any insurance proceeds, and any rights thereto, paid before the Closing or payable to the Company after the Closing Date pursuant to any contract of insurance as a result of damage to or loss of any of the assets owned or operated by the Company that are to be, or in the absence of loss would otherwise have been, sold to Purchaser hereunder, but only if such damage or loss results from an occurrence prior to the Closing and only to the extent such assets are not replaced at the Company’s expense prior to the Closing;

2.1.8. Receivables. All amounts billed by the Company prior to the Closing Date for services to be rendered by the Business after the Closing Date to the extent not collected on or before the Closing Date (the “Assigned Receivables”);

2.1.9. Causes of Action. All rights to causes of action, lawsuits, judgments, claims and demands of any nature in favor of the Company to the extent relating to the Purchased Assets and Assumed Liabilities, or the Business, including rights under guarantees, warranties, indemnities and similar rights in favor of the Company;

2.1.10. Benefits of Non-Competes. All of the benefits of and the rights to enforce the confidentiality, non-competition and non-solicitation covenants under contracts with current or former employees of or consultants to the Company, including but not limited to the Current Employees who do not become Transferred Employees (the “Assigned Rights”); and

2.1.11. Other. Except for the Retained Assets (defined in Section 2.2 below), all other interests to which the Company has any right by ownership, use or otherwise, or in which the Company has a conveyable or assignable interest on the Closing Date and the proceeds of any thereof, to the extent any such interests are used, usable or intended for use in the operation of the Business.

The assets, properties and interests of the Company to be sold, conveyed, transferred, assigned, set over and delivered to Purchaser at the Closing are hereinafter sometimes called the “Purchased Assets.”

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2.2. Retained Assets Notwithstanding anything to the contrary contained in Section 2.1 above, the Purchased Assets exclude the following assets, which shall be retained by Sellers (the “Retained Assets”):

2.2.1. all cash, cash equivalents and short-term investments, except for any insurance proceeds payable to Purchaser under Section 2.1.7 and Prepaid Items;

2.2.2. All rights to collect accounts receivable of the Company for which, and to the extent, the Products or services were provided prior to the Closing Date (the “Retained Receivables”);

2.2.3. Sellers’ rights and proceeds under this Agreement and any agreements, certificates, or instruments to be executed hereunder;

2.2.4. The Company’s organizational documents, stockholder records, agreements or instruments governing the internal affairs between the Company and its stockholders, Plan records and files, databases and files and records relating to employees or personnel matters (except those relating to Transferred Employees) and all Tax Returns of the Company together with the records relating thereto (the “Retained Records”);

2.2.5. The Company’s rights to and claims for any income and franchise tax refunds and refunds of other Taxes paid prior to the Closing regardless of the timing of filing of any related Tax Return;

2.2.6. All assets of, and rights in connection with, the Plans;

2.2.7. Except to the extent otherwise provided in Section 2.1.7, all insurance policies and rights thereunder, including all insurance proceeds which the Company has a right to receive based upon events, circumstances or occurrences prior to the Closing;

2.2.8. All rights, claims and causes of action relating to any Retained Asset or any Retained Liability; and

2.2.9. Those assets listed on Exhibit 2.2.9.

2.3. Reliance. Purchaser’s purchase of the Purchased Assets is made in full reliance upon Sellers’ representations, warranties and covenants contained herein, and in particular, Sellers’ warranties and representations as set forth in Article 6 hereof.

ARTICLE 3

ASSUMPTION AND NON-ASSUMPTION OF LIABILITIES

3.1. Description of Assumed Liabilities. On the terms and subject to the conditions of this Agreement, Purchaser shall assume as of the Closing Date, and agree to pay and discharge in due course thereafter, and otherwise to perform in accordance with their requirements, the following, and only the following, debts, liabilities and obligations of the Company (the “Assumed Liabilities”) but only to the extent they are not Retained Liabilities:

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3.1.1. deferred revenue obligations arising out of, accruing or resulting from the operation of the Business, the sale of Products (including services), or the use, ownership or operation of the Purchased Assets, in each case prior to the Closing Date, but only to the extent that such current liabilities were incurred in the Ordinary Course of Business and are included in the calculation of the Closing Date Net Working Capital;

3.1.2. obligations accruing after the Closing Date in respect of the Assumed Contracts which are assigned and transferred to, and assumed by, Purchaser at Closing (other than liability arising out of or relating to a breach or default occurring prior to the Closing Date); and

3.1.3. obligations to the Company’s customers under the written warranty policy attached to Schedule 6.17.4 given by the Company to its customers in the Ordinary Course of Business prior to the Closing Date in connection with Products sold or manufactured by the Company prior to the Closing Date, but only to the extent included in the calculation of the Closing Date Net Working Capital; provided however, that the cost of satisfying any warranty claims attributable to sales or Products manufactured prior to the Closing in excess of $5,000 (the amount included in the calculation of the Closing Date Net Working Capital) shall be borne by Sellers so long as the resolution of each such warranty claim is subject to Sellers’ consent (not to be unreasonably withheld) with the amount thereof to be paid by Sellers to the Purchaser first from the Escrow Amount, if any, second by deduction from any amounts payable to Sellers as provided in Section 4.4 if and to the extent finally determined but not yet paid, or third by wire transfer or delivery of other immediately available U.S. funds.

3.2. Non-Assumption of Liabilities. Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of the Company (the “Retained Liabilities”); trade payables, account payables, accrued expenses and other current liabilities arising out of, accruing or resulting from the operation of the Business, the sale of Products or the use, ownership or operation of the Purchased Assets, in each case, prior to the Closing Date; all Taxes arising from or with respect to the Purchased Assets or the operation of the Business that are incurred in or attributable to any Pre-Closing Tax Period; any liability pursuant to any Environmental Law to the extent arising from or relating to any action, event, circumstance or condition occurring or existing on or prior to the Closing Date; any Indebtedness or guarantees thereof outstanding as of the Closing Date (except for obligations in respect of the Assumed Contracts to the extent assumed under Section 3.1.2 above); any liability arising under the Assumed Contracts with respect to any breach or default of the Company existing on or prior to the Closing Date; any liability arising out of or related to Products of the Company manufactured or sold prior to Closing, including product liability claims but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.4; any Liability arising out of claims of infringement of any Intellectual Property to the extent attributable to infringements for periods prior to Closing; any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of the Company prior to the Closing Date; any Liability arising out of or resulting from the Company’s non-compliance with any Law or any Order of any Governmental Authority; any liability relating to any indemnification obligation of the Company with respect to its officers or directors; any liability of the Company relating to the Contracts under which Purchaser receives Assigned Rights under Section 2.1.10; all accrued but unpaid performance bonuses owed to the Company’s employees, any liability or obligation arising under any Retained Contract or Retained Asset; all obligations of the Company under Section 3.3.3 and liabilities in connection therewith; and any other debts, liabilities or obligations of the Company not expressly included in the Assumed Liabilities.

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3.2.1. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellers and nothing contained in this Agreement shall be construed as imposing, directly or indirectly, on Purchaser any liability or obligation for such debts, liabilities, or obligations of the Company.

3.3. Liabilities With Respect to Personnel Matters.

3.3.1. Employees. All employees currently employed by the Company in the operation of the Business are listed on Schedule 3.3 (the “Current Employees”). Purchaser shall offer employment to each of the Current Employees (other than the Key Employee), contingent in each case upon the Current Employee passing Purchaser’s customary background checks, with comparable salaries and comparable benefits in the aggregate to other employees of Purchaser with comparable duties and responsibilities (those Current Employees who pass the background check and accept Purchaser’s offer shall be referred to herein as “Transferred Employees”). Purchaser shall have the right to solicit the employment of the Current Employees and any former employee of the Company prior to the Closing and the Company shall use reasonable efforts to facilitate and to encourage the Current Employees to accept any substantially similar offer of employment made by Purchaser. Purchaser shall provide the Company with a list of all Current Employees who rejected an offer of employment from Purchaser.

3.3.2. Unused Vacation. The Company shall be responsible for all payments required under state law to the Company’s employees with respect to accrued but unused paid time off days as a result of the transactions contemplated in this Agreement. Accordingly, Transferred Employees shall have no unused paid time off or sick days with the Purchaser as of the Closing Date.

3.3.3. Non-Assumption. The Company shall be solely responsible for satisfying all legal obligations (whether arising under federal, state or local law or pursuant to contract) in connection with the employment by the Company of its employees prior or subsequent to the Closing Date, including without limitation any claims alleging age, sex or other discrimination, sexual harassment, violations of the Americans with Disabilities Act or similar type claims, and its termination of any employees, whether in connection with the consummation of the transactions contemplated by this Agreement or otherwise, and Purchaser shall have no obligation to satisfy any such obligations. Purchaser shall not assume, nor have any liability for or obligation to satisfy, any claims of the Company’s employees for any wages, salaries, fringe benefits or other compensation or benefits arising out of the employment by the Company of any such employees, including, without limitation, current or accrued liabilities, obligations or claims under or with respect to any pension, retirement, health benefit or other employee benefit plan, severance pay or payments, change in control or other similar bonus amounts, vacation and holiday pay or under any worker’s compensation, unemployment compensation or disability benefit law or any Liabilities of the Company arising by virtue of termination by the Company of employment of any employees of Sellers prior to, in connection with, or following the Closing. Sellers agree that the indemnification set forth in Section 11.2 hereof extends to and includes any and all Losses arising or incurred by reason of, or directly or indirectly resulting from, such termination of employment or the nonassumption of any liability as provided in this Section 3.3.

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3.3.4. Employee Benefit Plans. Purchaser will not adopt, continue in effect, or assume any liability under, any Plan or Benefit Arrangement sponsored, created, administered or participated in by the Company with respect to, or for the benefit of, any of the Company’s employees and regardless of whether or not any such liability, obligation or claim arises as the result of any termination of, or withdrawal from, such Plan or Benefit Arrangement or by virtue of the transactions described in, and which are the subject of, this Agreement. The Company shall be responsible for all costs and expenses of sponsoring, maintaining, or terminating the Plans and Benefit Arrangements of the Company.

3.3.5. Unemployment Insurance. Except to the extent necessary or advisable to fulfill its obligations to any employee terminated by the Company and not rehired by Purchaser, the Company shall use reasonable efforts to cooperate with Purchaser to facilitate the transfer to Purchaser of any favorable account balances that the Company may have with respect to any state unemployment insurance.

3.3.6. Plan Participation. As of the Closing Date, all Transferred Employees shall be eligible to participate in the employee benefit plans and arrangements maintained by Purchaser, which are identified to each such Transferred Employee in his or her offer letter from Purchaser, according to the terms of each such plan. Purchaser shall give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual (other than benefit accrual under any defined benefit plan) under the employee benefit plans and arrangements maintained by Purchaser in which such Transferred Employees participate for such Transferred Employees’ service with the Company or its respective predecessors, except to the extent such credit would result in a duplication of benefits. With respect to any “welfare benefit plan” (as defined in Section 3(1) of ERISA) maintained by Purchaser in which Transferred Employees are eligible to participate, Purchaser shall waive any eligibility requirements or pre-existing condition limitations and give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Transferred Employees with respect to similar plans maintained by the Company.

ARTICLE 4

PURCHASE PRICE AND PAYMENT

4.1. Purchase Price. The purchase price (“Purchase Price”) for the Purchased Assets shall equal the sum of the following, as adjusted as provided herein:

4.1.1. the Assumed Liabilities; plus

4.1.2. $3,500,000, subject to adjustment as provided in Section 4.3; plus

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4.1.3. the Closing ORBCOMM Stock; plus

4.1.4. if and when earned, the Earnout Amounts.

4.2. Payment of Purchase Price and Assumption of Assumed Liabilities. On the Closing Date, the Purchaser shall assume the Assumed Liabilities and shall pay or cause to be paid or deliver or cause to be delivered:

4.2.1. to the Company by bank wire transfer of immediately available funds to an account designated in writing by the Company, an amount in cash equal to the sum of the following:

4.2.1.1. $3,500,000 adjusted as provided in Section 4.3 (the “Closing Cash Amount”); minus

4.2.1.2. the amount of any and all outstanding Indebtedness of the Company as of the Closing Date as determined by the Purchaser and to the extent set forth on the Certificate of Indebtedness;

4.2.2. to the Persons entitled thereto, all of the Indebtedness of the Company as determined by the Purchaser and to the extent set forth on the Certificate of Indebtedness;

4.2.3. the Escrow Amount into an escrow account pursuant to the terms of the Escrow Agreement; and

4.2.4. to the Company, the Closing ORBCOMM Stock less the Escrow Amount.

4.3. Purchase Price Adjustments.

4.3.1. Not less than five (5) days prior to the Closing, the Company shall have prepared and delivered to the Purchaser (i) a good faith estimate of the Net Working Capital as of the close of business on the Closing Date, prepared in accordance with GAAP for the Balance Sheet, except for the absence of footnotes (such statement, the “Initial Closing Statement”), and (ii) a certificate of the Company, (A) certifying that the Initial Closing Statement was prepared on the basis described in clause (i) above and (B) containing the Company’s estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”). Commencing with Seller’s delivery of the Estimated Net Working Capital to Purchaser, Purchaser shall have reasonable access to the books and records and personnel of Seller and the opportunity to consult with Seller for purposes of confirming or disputing the Estimated Net Working Capital. If Purchaser shall disagree, in good faith, with any item set forth in the Estimated Net Working Capital or used to determine the Estimated Net Working Capital, then Purchaser and Seller shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Purchaser and Seller shall constitute the Estimated Net Working Capital. Notwithstanding the foregoing, Purchaser’s agreement with the Estimated Net Working Capital (or any item set forth therein or used to determine the Estimated Net Working Capital) shall not foreclose, prevent, limit or preclude any rights or remedy of Purchaser or Seller set forth in this Agreement.

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4.3.2. If (i) the Estimated Net Working Capital is less than the Target Net Working Capital, the Closing Cash Amount shall be reduced by an amount equal to such deficiency or (ii) the Estimated Net Working Capital is greater than the Target Net Working Capital, the Closing Cash Amount shall be increased by an amount equal to such excess. Such adjustment shall be calculated based on the Initial Closing Statement and the certificate delivered pursuant to Section 4.3.1 above. The adjustment made at Closing pursuant to this Section 4.3.2 shall be subject to subsequent adjustment as provided in Sections 4.3.3., 4.3.4 and 4.3.5.

4.3.3. Within one hundred twenty (120) days after the Closing Date, the Purchaser shall cause its accountants to prepare, at Purchaser’s expense, and deliver to the Company a statement of the Net Working Capital as of the close of business on the Closing Date prepared in the manner described in Section 4.3.1 (the “Final Closing Statement”). The Purchaser’s accountants shall permit the Company’s accountants, subject to the execution by the Company and/or the Company’s accountants of any customary release or indemnification agreement required by the Purchaser’s accountants, at the earliest practicable date to review and make copies of all work papers, schedules and calculations used in the preparation thereof.

4.3.4. When the Purchaser delivers the Final Closing Statement, the Purchaser shall also deliver to the Company a certificate (i) certifying that the Final Closing Statement was prepared in accordance with the procedures set forth in Section 4.3.3 above, and (ii) containing the Purchaser’s calculations, based on the Final Closing Statement (the “Purchaser’s Proposed Calculations”), of the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”). Within sixty (60) days after receipt of the Final Closing Statement and the accompanying certificate, the Company shall notify the Purchaser of its agreement or disagreement, as the case may be, with the Final Closing Statement and the accuracy of any of the Purchaser’s Proposed Calculations. If the Company disputes any aspect of the Final Closing Statement or the amount of any of the Purchaser’s Proposed Calculations, then the Company shall have the right to direct its independent accountants, at the Company’s expense, to review and test the Final Closing Statement. The Company’s accountants shall complete their review and test of the Final Closing Statement within thirty (30) days after the date the Company disputes any of the Purchaser’s Proposed Calculations. If the Company and its independent accountants, after such review and test, still disagree with the Purchaser’s Proposed Calculations, the Company shall submit its proposed alternative calculations (the “Company’s Proposed Calculations”) of Closing Date Net Working Capital to the Purchaser in writing within forty-five (45) days after the date upon which the Company shall have first notified the Purchaser that it disputes any of the Purchaser’s Proposed Calculations. If the Purchaser does not accept the Company’s Proposed Calculations within fifteen (15) days after its receipt thereof, then within fifteen (15) days after the Purchaser’s rejection of (or failure to timely accept) the Company’s Proposed Calculations, the Company and the Purchaser shall select a mutually acceptable and nationally recognized independent accounting firm, other than the Company’s independent accountants and the Purchaser’s independent accountants (such firm, the “Independent Accounting Firm”), to resolve the remaining disputed items (the “Remaining Disputed Items”), within thirty (30) days after the date of the Purchaser’s rejection of (or failure to timely accept) the Company’s Proposed Calculations of the Remaining Disputed Items, by conducting its own review and test of the Final Closing Statement and thereafter selecting either the Purchaser’s Proposed Calculations of the Remaining Disputed Items or the Company’s Proposed Calculations of the Remaining Disputed Items or an amount in between the two. Prior to the

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selection of the Independent Accounting Firm, each of the parties shall disclose to the other party any and all affiliations or significant relationship it may have with any accounting firm that is proposed as the Independent Accounting Firm hereunder. The Purchaser and the Company agree that they shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be paid jointly, one-half by the Purchaser and one-half by the Company; provided that, if the difference between the Final Adjustment and the Final Adjustment that would have resulted from the use of the proposed calculations of one of the parties hereto (the “Erroneous Party”) is more than twice as great as the difference between the Final Adjustment and the Final Adjustment that would have resulted from the use of the other party’s proposed calculations, the Erroneous Party shall pay all of the fees and expenses of the Independent Accounting Firm.

4.3.5. Upon the determination pursuant to Section 4.3.4 of the Final Closing Statement and the Closing Date Net Working Capital, the Closing Cash Amount shall be recalculated (the “Final Adjustment”) in accordance with Section 4.3.4 using the amount of the Closing Date Net Working Capital. If the Closing Cash Amount as so calculated is less than the Closing Cash Amount initially determined pursuant to Section 4.3.1, the Sellers shall promptly pay to the Purchaser an aggregate amount equal to such difference by wire transfer or delivery of other immediately available US funds within five (5) business days after the date on which the Final Closing Statement is finally determined pursuant to Section 4.3.4. If the Closing Cash Amount as so calculated is more than the Closing Cash Amount initially determined pursuant to Section 4.3.1, the Purchaser shall pay to the Company an amount equal to such excess by wire transfer or delivery of other immediately available US funds within five (5) business days after the date on which the Final Closing Statement is finally determined pursuant to Section 4.3.4.

4.3.6. The Purchaser and the Company shall make good faith efforts to comply with the timing and response requirement set forth in this Section 4.3, but, in the absence of bad faith, neither party shall be deemed to be in breach of this Agreement, or to have waived its rights under this Section 4.3, on the basis of technical violations of timing or response requirements.

4.4. Earnout.

4.4.1. Earnout Statements. As promptly as practicable after the end of each Earnout Period, but in no event later than ninety (90) days after the end of each Earnout Period, the Purchaser shall prepare and deliver to the Sellers a statement (the “Earnout Statement”) setting forth the MobileNet Service Revenues for such Earnout Period. After the delivery of an Earnout Statement, the Purchaser shall cooperate with Sellers in connection with the review of such Earnout Statement, including, without limitation, providing Sellers and their accountants with prompt and reasonable access to financial information of the Business used in the preparation of such Earnout Statement.

4.4.2. Interim Statements. During each Earnout Period, the Purchaser shall provide Sellers with quarterly calculations of MobileNet Service Revenues within thirty (30) days after the end of each calendar quarter.

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4.4.3. Reasonable Efforts to Generate MobileNet Service Revenues. During the Earnout Period, the Purchaser shall use commercially reasonable efforts to market and sell the services of the Business in an attempt to continue to increase MobileNet Service Revenues. For purposes of this Section 4.4.3, “commercially reasonable efforts” shall mean those efforts and resources normally used by the Purchaser for products or services offered by it, which are of similar market potential at a similar stage in their life, taking into account, without limitation, issues of safety and efficacy, services profile, competitiveness of the market place, the proprietary position of the services, development cycles, the regulatory environment and status of the services, the profitability of the services and other relevant commercial factors. Sellers acknowledge that Purchaser may not be successful in increasing MobileNet Service Revenues and Purchaser will operate the Business after the Closing in its discretion. Nothing in this Agreement creates a fiduciary duty on the part of the Purchaser to Sellers in respect of any Earnout Amounts, if and when earned. The right of Sellers to the Earnout Amounts, if any, shall not be represented by a certificate or other instrument, shall not represent an ownership interest in Purchaser or the Business and shall not entitle Sellers to any rights common to any holder of any equity security of Purchaser or its Affiliates.

4.4.4. Dispute Resolution. Within forty-five (45) days following receipt by the Company of an Earnout Statement, Sellers shall deliver written notice (a “Notice of Disagreement”) to the Purchaser of any dispute they have with respect to the preparation or content of such statement; provided, however, that Purchaser shall promptly respond to reasonable requests for additional information made by Sellers within the first thirty (30) days of such 45-day period. A Notice of Disagreement must describe in reasonable detail any and all items contained in such Earnout Statement that Sellers dispute and the basis for any such dispute and may indicate that Sellers do not have sufficient information to make their own calculations. Any items not disputed in the Notice of Disagreement will be deemed to have been accepted by Sellers. If Sellers do not deliver a Notice of Disagreement with respect to such Earnout Statement within such forty-five-day period, such statement will be final, conclusive and binding on the parties. In the event that Sellers deliver a timely Notice of Disagreement, the Purchaser and Sellers shall negotiate in good faith to resolve such dispute. If the Purchaser and Sellers, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Sellers deliver a Notice of Disagreement, then the Purchaser and Sellers, jointly, shall engage the Independent Accounting Firm to resolve such dispute. In resolving such dispute, the Independent Accounting Firm shall (i) consider only those items that are in dispute, (ii) choose one of the parties’ positions or an amount between the two parties’ positions (unless Sellers are unable to make a calculation based on the information provided to them, in which case, the Independent Accounting Firm shall make its own calculation), and (iii) not modify any element of such Earnout Statement that is not disputed by the parties. All determination made by the Independent Accounting Firm will be final, conclusive and binding on the parties. The fees and expenses of the Independent Accounting Firm shall be divided equally between the Purchaser and Sellers.

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4.4.5. If MobileNet Service Revenues for any Earnout Period are in excess of $1,058,000.00, then the Purchaser shall pay to the Company an amount equal to (i) fifty percent (50%) of the first $2,000,000 of such excess amount for such Earnout Period and (ii) thirty-five percent (35%) of any amount of such excess amount for such Earnout Period which is greater than $2,000,000 (as finally determined pursuant to Section 4.4.4, the “Earnout Amounts”). Up to fifty percent (50%) of such payments of the Earnout Amounts, if and when earned, may be paid in shares of Purchaser common stock (at the Purchaser’s option) valued at the 20-day trailing average closing price for the 20 trading days ending on the last trading day of the Earnout Period in question on the NASDAQ exchange, with the balance payable in cash by wire transfer or delivery of other immediately available U.S. funds. The amount payable in accordance with the Earnout Statement delivered by Purchaser pursuant to Section 4.4.1 shall be payable within five (5) business days after the date the Earnout Statement is delivered to Sellers pursuant to Section 4.4.1. Any additional amount determined to be payable upon agreement of the parties or resolution of a dispute as provided above shall be payable within five (5) business days after the date on which MobileNet Service Revenues for such Earnout Period are finally determined pursuant to Section 4.4.4. Any stock delivered pursuant to this Section 4.4 shall be deemed to have been issued as of the last day of the Earnout Period for purposes of SEC Rule 144. Any cash portion of the Earnout Amounts not paid within five (5) business days after the date the Earnout Statement is delivered to Sellers pursuant to Section 4.4.1 shall bear interest at a rate per annum equal to the prime rate as published in the Wall Street Journal plus two percent (2%) from the date due until the date paid.

4.5. Receivables. If, after the Closing Date, the Company shall receive any remittance from any account debtors with respect to the Assigned Receivables, the Company shall forward such remittance to the Purchaser; and if the Purchaser shall receive any remittance from any account debtors with respect to the Retained Receivables, the Purchaser shall send the remittance to the Company.

4.6. Allocation of Purchase Price. Purchaser and Sellers agree that the Purchase Price shall be allocated among the Purchased Assets for Tax purposes in accordance with the principles set forth on Schedule 4.6. A draft of the final allocation of Purchase Price proposed by Purchaser for Tax purposes (the “Allocation Schedule”) shall be prepared by Purchaser and delivered to Sellers prior to the end of the year in which the Closing Date falls. If Sellers notify Purchaser in writing that Sellers object to one or more items reflected in the Allocation Schedule, Sellers and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers and Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following receipt of the draft Allocation Schedule, such dispute shall be resolved by the Independent Accounting Firm consistent with the principles set forth in Schedule 4.6. The fees and expenses of the Independent Accounting Firm shall be borne equally by Sellers and Purchaser. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund), information reports, and IRS Form 8594 and any similar forms required by any other Governmental Authority in a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price herein shall be allocated pursuant to Treasury Regulation Section 1.1060-1(e)(1)(ii)(B) in a manner consistent with the Allocation Schedule.

4.7. ORBCOMM Stock.

4.7.1. Each stock certificate, book-entry statement, confirmation, transaction statement or other instrument evidencing ORBCOMM Stock issued pursuant to this Agreement shall bear a legend in substantially the following form unless Purchaser determines otherwise in compliance with applicable Laws:

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“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER, ASSIGNMENT OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

4.7.2. Sales under Rule 144. The Purchaser agrees to reasonably cooperate with Sellers upon their sale of any shares of ORBCOMM Stock under SEC Rule 144. In that regard, the Purchaser shall cause its in-house counsel to promptly issue opinion letters to Purchaser’s transfer agent to clear the stock for transfer upon presentation of customary Rule 144 paperwork and Sellers’ compliance with the requirements of Rule 144. Such cooperation shall be without charge by Purchaser or Purchaser’s counsel to Sellers.

4.7.3. Cooperation for Block Trades. Upon request of Sellers, the Purchaser shall use good faith reasonable efforts to facilitate a block sale of portions of Sellers’ ORBCOMM Stock on terms mutually agreeable to Sellers and the purchasers of such stock. Sellers shall be responsible for all third party fees and legal compliance associated with any such block sale.

4.7.4. Removal of Restrictive Legend. Upon request of Sellers, the Purchaser shall cause all restrictive legends to be removed from the stock certificates representing the ORBCOMM Stock consistent with the SEC rules (that is, if the Sellers are not affiliates of Purchaser and have held the stock for at least one year) upon presentation of customary Rule 144 paperwork and Sellers’ compliance with the requirements of Rule 144 and without charge by Purchaser or Purchaser’s counsel to Sellers.

4.7.5. Cooperation with respect to Transfer of Shares. Upon request of Sellers, subject to the terms of the Escrow Agreement and applicable securities laws, the Purchaser shall reasonably cooperate with Sellers to cause all or any portion of the ORBCOMM Stock to be transferred to the Stockholder, without charge by Purchaser or Purchaser’s counsel to Sellers.

4.8. Withholding Tax. Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes that Purchaser may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Company hereunder.

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ARTICLE 5

THE CLOSING

5.1. The Closing. The closing of the transactions contemplated in this Agreement (“Closing”) shall take place via telecommunications equipment at 10:00 a.m., EST, on the 2^nd business day after the conditions to Closing have been satisfied and fulfilled, unless the parties otherwise mutually agree in writing upon some other date or time, or designate a physical location. On the Closing Date, each of the parties shall execute and deliver by facsimile or other electronic means each of the documents to be delivered hereunder. This Agreement and each of the documents to be delivered hereunder, to the extent signed and delivered by means of a facsimile machine or other electronic delivery of an image file reflecting the execution hereof, shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. As soon as practicable following the Closing, each party shall deliver original forms of the executed agreements to the other party. Purchaser and Sellers agree to use diligent efforts to close the transactions contemplated in this Agreement as soon as possible.

5.2. Closing Date. For purposes of this Agreement, the term “Closing Date” shall mean 11:59 p.m. on the day of Closing.

5.3. Deliveries by Sellers. At Closing, Sellers shall deliver the following to Purchaser:

5.3.1. such instruments or bills of sale, conveyance, transfer, assignment, or endorsement as will be required or as may be desirable to vest in Purchaser, its successors and assigns, all right, title and interest in and to the Purchased Assets, free and clear of Liens other than Permitted Liens, and patent, trademark and copyright assignments in such form as Purchaser may reasonably request;

5.3.2. possession and control of all of the files, documents, papers, agreements, books of account and records pertaining to the Purchased Assets and the Business, provided that when such items also pertain to Retained Assets furnishing true and correct copies of such items shall be sufficient;

5.3.3. a certificate executed by the Stockholder to the effect that conditions set forth in Sections 9.1 and 9.2 have been satisfied, and affirming that the representations and warranties of Sellers are true and correct, as provided in Section 9.1;

5.3.4. actual possession and operating control of the Purchased Assets;

5.3.5. all agreements, documents, consents, approvals, orders and the other instruments referenced in Article 9.

5.3.6. copies, certified by the Stockholder, of stockholder and Board of Director resolutions of the Company authorizing the execution, delivery and performance of this Agreement and all actions necessary or desirable to consummate the transactions contemplated herein;

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5.3.7. pay-off letters and lien discharges (or agreements therefor) satisfactory to Purchaser from each creditor listed on the Certificate of Indebtedness;

5.3.8. an Assignment and Assumption Agreement in form reasonably satisfactory to Sellers with respect to each lease together with an estoppel certificate executed by each lessor of the Leased Real Property in form reasonably acceptable to Purchaser; and

5.3.9. the notices to, permits, authorizations, approvals, consents and waivers from any Governmental Authority and all third party consents, including the consents and assignments relating to Assumed Contracts and Assigned Rights, listed on Exhibit 9.5, subject to Section 8.9.

5.4. Deliveries by Purchaser. At Closing, Purchaser shall deliver the following to Sellers:

5.4.1. the items required to be paid or delivered as set forth in Section 4.2;

5.4.2. such instruments of assumption and other documents, to effect Purchaser’s assumption of the Assumed Liabilities as Sellers may reasonably request;

5.4.3. a certificate executed by an officer of Purchaser to the effect that the conditions set forth in Sections 10.1 and 10.2 have been satisfied and affirming that the representations and warranties of Purchaser are true and correct as provided in Section 10.1;

5.4.4. copies, certified by an officer of Purchaser, of resolutions of Purchaser’s Board of Directors authorizing the execution, delivery and performance of this Agreement and all actions necessary or desirable to consummate the transactions contemplated herein; and

5.4.5. all agreements, documents, consents, approvals, orders and other instruments referenced in Article 10.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as set forth in the correspondingly numbered Schedule delivered by Sellers to the Purchaser in connection herewith (provided that any information disclosed in the Schedules under any numbered Schedule will be deemed to be disclosed and incorporated into any other numbered Schedule where such disclosure would be appropriate and reasonably apparent on its face without further investigation), Sellers, jointly and severally, hereby represent and warrant to Purchaser, as follows:

6.1. Due Organization and Authority; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now being and heretofore conducted. No shares of capital stock or other securities of any other Person are included in the Purchased Assets.

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6.2. Qualification. The Company is duly qualified or otherwise authorized as a foreign corporation to transact business and is in good standing in each state or other jurisdiction set forth in Schedule 6.2, which are the only jurisdictions in which the nature of the business of the Company or the ownership or leasing of properties by the Company makes such authorization necessary; except where the failure to be so duly qualified or in good standing would not, and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

6.3. Organizational Documents and Company Records. Sellers have heretofore delivered to Purchaser true and complete copies of the Certificate of Incorporation certified by the Secretary of State of Georgia and the current Bylaws of the Company. The minute book(s) of the Company which have been made available to Purchaser for its inspection. The stock records of the Company which have been made available to Purchaser for its inspection are true and complete in all material respects.

6.4. Financial Statements. The balance sheets of the Company as of December 31, 2012 and December 31, 2011 and the related statements of operations for the years then ended, which have been prepared by the Company and delivered to Purchaser, present fairly in all material respects the financial condition of the Company as of such dates and the results of operations of the Company for the years then ended, in each case in accordance with the tax method of accounting used by the Company in filing its income tax returns and are consistent with the Company’s books and records. The foregoing financial statements of the Company as of December 31, 2012 and December 31, 2011 and for the years then ended are sometimes herein called the “Financial Statements,” the balance sheet as of December 31, 2012 included in the Financial Statements is sometimes herein called the “Balance Sheet” and December 31, 2012 is sometimes herein called the “Balance Sheet Date.” The unaudited balance sheet of the Company as of February 28, 2013 (and the related income statement for the two (2) months then ended), which have been delivered to Purchaser present fairly in all material respects the financial condition of the Company as at such date and the results of operations of the Company for the two (2) months then ended, in each case in conformity with the tax method of accounting used by the Company in filing its income tax returns applied on a basis consistent with that of the Financial Statements subject to the normal year-end adjustments consistent with past practice. The foregoing unaudited financial statements of the Company as of February 28, 2013, and for the two (2) months then ended are sometimes herein called the “Interim Financials,” the balance sheet included in the Interim Financials is sometimes herein called the “Interim Balance Sheet” and February 28, 2013 is sometimes herein called the “Interim Balance Sheet Date”.

6.5. Authority to Execute and Perform Agreement. The Company has the legal right, corporate power and all corporate authority and approvals required to execute and deliver this Agreement and to perform fully its obligations hereunder. Each of this Agreement and each of the other agreements being delivered by Sellers at the Closing have been duly authorized by all necessary corporate action and have been or will have been duly executed and delivered by Sellers and (assuming the due authorization, execution and delivery hereof by Purchaser) are or will be when executed and delivered valid and binding obligations of Sellers enforceable in accordance with its terms.

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6.5.1. Except as set forth on Schedule 6.5, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Certificate of Incorporation or Bylaws of the Company or any agreement between the Company and all or any of its stockholders; (ii) require the Company to obtain any consent, approval or action of, or make any filing with or give any notice to, any Governmental Authority or any other Person, (iii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise cause the termination of or give any other contracting party the right to terminate, cancel or accelerate any obligation or to receive any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default under any material Contract, or result in the creation of any Lien upon the Purchased Assets; (iv) violate any Order against, or binding upon, the Company or its properties or Business; or (v) violate any Law.

6.6. Absence of Certain Liabilities. The Company has no Liabilities required to be disclosed on its Financial Statements in accordance with the tax method of accounting and to Sellers’ Knowledge has no other Liabilities except for Liabilities disclosed herein, in the Financial Statements, the Interim Financials or for those Liabilities that were incurred in the Ordinary Course of Business since the Interim Balance Sheet Date.

6.7. Absence of Certain Changes or Events. Except as set forth on Schedule 6.7 since December 31, 2011, there has not been:

6.7.1. an amendment to the Company’s Certificate of Incorporation or Bylaws, or merger with or into or consolidation with any person, or change or agreement to change in any material manner the character of the Business;

6.7.2. a waiver of any material right under any Contract except in the Ordinary Course of Business;

6.7.3. any loan or advance made to any of the Company’s stockholders, officers, directors, employees, consultants, agents or other representatives (other than travel and expense advances made in the Ordinary Course of Business), or any other loan or advance made otherwise than in the Ordinary Course of Business;

6.7.4. any documents or written representations filed by the Company with the United States Patent and Trademark Office or the patent or trademark office of any foreign country;

6.7.5. any material changes to the Company’s Business policies, including, but not limited to advertising, marketing, pricing, purchasing, personnel, sales, budget or product acquisition policies;

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6.7.6. any payment, direct or indirect, of any of the Company’s Liabilities more than thirty (30) days before the same became due in accordance with its terms or otherwise than in the Ordinary Course of Business;

6.7.7. any material loss (whether by damage or destruction, in the nature of a casualty loss or otherwise, and whether covered by insurance or not) affecting any Purchased Asset;

6.7.8. any actual or threatened strike or other material labor trouble or dispute;

6.7.9. any loss or threatened loss (in writing) of any material Permit enjoyed or formerly held or enjoyed by the Company or the Business;

6.7.10. to Sellers’ Knowledge, any Law or Order adopted or rescinded which would reasonably be expected to have a Material Adverse Effect;

6.7.11. the creation or imposition of any Lien upon any of the Purchased Assets, except for Permitted Liens;

6.7.12. any sale, transfer or other disposition of any material asset of the Business, excluding sales of Inventory or Products in the Ordinary Course of Business, or any cancellation of any material debt or claim of the Business, except in the Ordinary Course of Business;

6.7.13. any material increase in, or any commitment to materially increase (oral or written), (i) the compensation or other direct or indirect remuneration payable to any officer or employee of the Business, (ii) any bonus, incentive or deferred compensation, profit sharing, retirement, pension, group insurance, death benefit or other fringe benefit plan, trust agreement or arrangement, or (iii) the benefits payable under any employment or consulting agreement other than (A) any such contributions to a Plan or Benefit Arrangement that are regularly scheduled or are required pursuant to the terms of such Plan or Benefit Arrangement or by applicable law, or (B) any such increases in the Ordinary Course of Business;

6.7.14. any termination (whether by discharge, retirement or otherwise) of any officer or employee of the Business or any notice to so terminate given to or received by any of the foregoing;

6.7.15. any termination or failure to renew, or receipt of a written threat to terminate or refusal to renew any material contract between the Company and any customer or material supplier of goods or services to the Business;

6.7.16. any engagement by the Business in any other material transaction other than in the Ordinary Course of Business;

6.7.17. any material change in or material noncompliance with any accounting principle or practice of the Company;

6.7.18. except for Retained Liabilities, any indebtedness, liability or obligation (whether absolute, accrued, contingent or otherwise) incurred by the Company or the Business or any transaction entered into by the Company or the Business, other than in the Ordinary Course of Business, or any material guarantee by the Company or the Business of any indebtedness, liability or obligation of any other person;

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6.7.19. any material capital expenditure, addition or improvement made or committed to be made by or on behalf of the Business with respect to any single expenditure, addition or improvement of the Business;

6.7.20. any write-off as uncollectible of any Receivables other than in the Ordinary Course of Business; or

6.7.21. any agreement or commitment by the Company or the Business to do any of the foregoing;

6.7.22. any Material Adverse Change.

6.8. Title to Assets and Properties; Condition.

6.8.1. Except as set forth in Schedule 6.8.1, the Company has good title to all interests in the Purchased Assets which it purports to own, free and clear of all Liens except Permitted Liens. Except as set forth in Schedule 6.8.1, the Purchased Assets are all of the assets, properties and agreements which are used in or are reasonably necessary to carry on the Business and operations as presently conducted. None of the Sellers other than the Company owns any assets which are used in or are reasonably necessary to carry on the Business and operations as presently conducted. This Section 6.8.1 does not relate to Intellectual Property, such items being the subject of Section 6.10.

6.8.2. The furniture, fixtures, leasehold improvements, equipment and personal property of the Business are in good operating condition and repair, ordinary wear and tear excepted.

6.9. Permits and Licenses. The Company has all Permits and has made all required registrations with any Governmental Authority that are necessary for the conduct of the Business as presently conducted, including, without limitation, all Permits that are necessary to manufacture and sell the Products in all markets where they are currently sold by the Company or to comply with Environmental Laws. All Permits currently issued to the Company are listed on Schedule 6.9 and are in full force and effect. Schedule 6.9 indicates which, if any, Permits are transferable. The Company is in material compliance with the terms of the Permits and no proceeding is pending or, to Sellers’ Knowledge, threatened to revoke, suspend, modify or limit any Permit. To Sellers’ Knowledge, no Permit listed on Schedule 6.9 will be subject to revocation, suspension, modification or limitation as a result of this Agreement or consummation of the Asset Sale. By making the representations in this Section 6.9, Sellers are not assuming any responsibility for what Permits may be required for Purchaser’s operation of the Business after the Closing Date. By making the representations in this Section 6.9, Sellers are not assuming any responsibility for what Permits may be required for Purchaser’s operation of the Business after the Closing Date.

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6.10. Intellectual Property.

6.10.1. Set forth in Schedule 6.10.1 is an accurate and complete list of (i) all Owned Intellectual Property that is registered or is the subject of a pending application for registration, indicating for each the registration or application number, filing jurisdiction, and date of issue or filing, (ii) all agreements with respect to which the Company received any royalties or similar payments with respect to Owned Intellectual Property, (iii) all material unregistered trademarks or service marks and material unregistered copyrights, and (iv) all invention disclosures.

6.10.2. Set forth in Schedule 6.10.2 is an accurate and complete list of all Intellectual Property, Technology and Software licenses that are currently in effect and licensed from a third party and currently used in connection with conduct of the Business by the Company (the “Licenses In”), excluding Software licenses that can be purchased from wholesale or retail distributors for less than $5,000 per year and so called “shrink wrap” licenses and other licenses accepted by the Company online without saving a separate written copy; and the Company has delivered to Purchaser copies of all agreements granting or relating to any License In other than those for Software licenses that can be purchased from wholesale or retail distributors for less than $5,000 per year and so called “shrink wrap” licenses and other licenses accepted by Sellers online without saving a separate written copy.

6.10.3. Set forth in Schedule 6.10.3 is an accurate and complete list of all currently effective licenses permitting a third party to use any portion of the Owned Intellectual Property (the “Licenses Out”); and the Company has delivered to Purchaser copies of all agreements granting or related to any License Out. No governmental or private entity has a license or other rights in any Owned Intellectual Property by virtue of having provided funding for its development.

6.10.4. Set forth in Schedule 6.10.4 is a list of all contracts or agreements to which the Company is a party, not otherwise listed in Schedules 6.10.1, 6.10.2, or 6.10.3, that govern, define or limit the Company’s rights to sell, license or transfer, or govern or limit the Company’s use, exploitation, development, or commercialization of, any Owned Intellectual Property.

6.10.5. Set forth in Schedule 6.10.5 is an accurate and complete list of all Products.

6.10.6. Except as disclosed in Schedule 6.10.6:

6.10.6.1. The Company owns the Owned Intellectual Property free and clear of any Liens (other than Permitted Liens), and to Sellers’ Knowledge, free of claims or rights of third parties (including without limitation the right of any other party to grant a license with respect to any Owned Intellectual Property) and the Company owns or has and can and will upon Closing transfer to Purchaser sufficient rights in the Owned Intellectual Property to operate the Business as currently conducted;

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6.10.6.2. To the Sellers’ Knowledge, no third party is infringing, violating, misusing or misappropriating any Owned Intellectual Property and no such claims have been made by any third party in writing to the Company.

6.10.6.3. No claim of invalidity, misappropriation or ownership with respect to the Owned Intellectual Property has been received in writing by the Company from any third party and no Owned Intellectual Property is the subject of any pending or, to the Sellers’ Knowledge, threatened action to such effect. There exists no prior act of the Company or, to Sellers’ Knowledge, any third party that would void, invalidate, or render unenforceable any of the Owned Intellectual Property and there exists no conduct or use by the Company or, to Sellers’ Knowledge, any third party that would void, invalidate, or render unenforceable any of the Owned Intellectual Property. There is no “Joint Intellectual Property” (as defined in the agreements between the Sellers and Terex Corporation and its affiliates) which is used in or is reasonably necessary to carry on the Business and operations as presently conducted.

6.10.6.4. No person or entity has asserted in a writing received by the Company that, with respect to any Owned Intellectual Property or the Products, the Company or any licensor or licensee of the Company is infringing or has infringed any domestic or foreign patent, trademark, service mark, trade name, trade dress or copyright or design right, or has misappropriated or improperly used or disclosed any trade secret, confidential information or know-how. To Sellers’ Knowledge, the making, using, selling, manufacturing, marketing, licensing, reproduction, distribution, disposal, modification, display, transmission or publishing of any process, composition of matter, or material related to any part of the Owned Intellectual Property or the Products, does not infringe any domestic or foreign patent, trademark, service mark, trade name, or copyright registered under applicable Law by a third party, or, to Sellers’ Knowledge, any moral right or other intellectual property right of any third party, and to Sellers’ Knowledge, does not involve the misappropriation or improper use or disclosure of any trade secrets, confidential information or know-how of any third party. Any claim under Section 11.2(i) resulting from a Third Party Claim that the Owned Intellectual Property or Products infringe the intellectual property rights of any third party may only be based on a breach of any representation or warranty made under Section 6.10.6.1, 6.10.6.3 or 6.10.6.4.

6.10.6.5. All fees, annuities, royalties, honoraria and other payments which are due from the Company on or before the date of this Agreement for any of the Owned Intellectual Property, any License In or under any agreement related to the Intellectual Property have been paid.

6.10.6.6. All fees, annuities, royalties, honoraria, or other payments which are due to the Company on or before the date of this Agreement under any License Out have been paid and, to Sellers’ Knowledge, no licensee is currently in default under any License Out.

6.10.6.7. The Purchased Assets will provide Purchaser, as of the Closing Date, with rights in Intellectual Property sufficient to permit Purchaser to operate the Business in substantially the same manner as it is presently conducted by the Company, including without limitation the design, manufacture, testing, sale or distribution of the Products as presently conducted. None of the Sellers other than the Company owns any Intellectual Property which is used in or is reasonably necessary to carry on the Business and operations as presently conducted.

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6.10.6.8. All of the Owned Intellectual Property was developed (i) by employees of the Company or its predecessors within the scope of their employment or as a work for hire at the time of such development or pursuant to executed instruments of assignment or other applicable documents that have the effect under applicable law of assigning to the Company or vesting ownership in the Company of the subject Owned Intellectual Property or (ii) by officers, directors, agents, consultants, independent contractors, subcontractors or others who have executed appropriate instruments of assignment in favor of the Company or its predecessors that as assignee have transferred to the Company or its predecessors ownership of the subject Owned Intellectual Property. In the case of Owned Intellectual Property developed for or assigned to a predecessor of the Company, such predecessor has validly executed instruments of assignment or other applicable documents that have the effect under applicable law of assigning to the Company or vesting ownership in the Company of the subject Owned Intellectual Property. No present or former employee has any right, title or interest, directly or indirectly, in whole or in part in any Owned Intellectual Property.

6.10.6.9. The execution, delivery and performance of this Agreement by Sellers, and the consummation of the transactions contemplated hereby, will not breach, violate or conflict with any instrument or agreement relating to the Owned Intellectual Property to which any Seller is a party, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any of the Owned Intellectual Property or in any way impair the right of the Company to make, use, sell, license or dispose of, distribute, modify, display or transmit or to bring any action for the infringement of, any Owned Intellectual Property.

6.10.6.10. The Company has taken commercially reasonable and appropriate steps to comply with marking and notice requirements imposed under applicable Law and, to Sellers’ Knowledge, no such rights, including any rights to prevent third parties from using Owned Intellectual Property, has been lost, or is reasonably expected to be lost, through failure to so act by the Company. The Company has taken commercially reasonable and appropriate steps to safeguard and maintain the secrecy and confidentiality of all material trade secrets, and to the extent required by applicable Law, patent applications and their related inventions prior to the issuance of a patent registration contained in the Owned Intellectual Property (including entering into appropriate confidentiality and nondisclosure agreements with all appropriate officers, stockholders, directors, employees of the Company and any third-parties to which the same have been disclosed). The Company has taken reasonable and appropriate steps to safeguard and maintain ownership of all trade secrets, copyrights and patents contained in the Owned Intellectual Property (including entering into appropriate agreements with all officers, stockholders, directors, employees and third-party consultants of the Company as necessary to safeguard, maintain and vest ownership of such rights in the Company).

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6.10.6.11. The Software included in Owned Intellectual Property: (i) is not dependent on any Software (other than Software included in Owned Intellectual Property) in order to operate in the manner for which it is intended; and (ii) except as stated in Schedule 6.10.6, is not licensed, in whole or in part, pursuant to an open source Software license. Except as stated in Schedule 6.10.6, none of the Software developed by or on behalf of the Company for use in the Business and included in the Owned Intellectual Property (the “Developed Software”) incorporates any open source Software or freeware, nor is any Developed Software based upon any Software that is licensed pursuant to an open source license, nor is any open source Software used by the Company in a manner that requires contribution of any portion of any Software or Product to any third party, including to the open source Software community. There are no defects in the Developed Software, and, to Sellers’ Knowledge, no defects in the Software licensed by the Company from third parties that, in either such case, would prevent or materially impair the ability of Purchaser to conduct the Business as of the Closing Date as such Business is currently conducted by the Company. To Sellers’ Knowledge, there are no viruses, worms, Trojan horses or similar harmful code in the Developed Software, and, to Sellers’ Knowledge, no viruses, worms, Trojan horses or similar harmful code in the Software licensed by the Company from third parties. Except as stated in Schedule 6.10.6, the Company owns all of the Source Code and Object Code comprising the Developed Software.

6.10.7. The Company is not subject to any agreement prohibiting or restricting its right to use the data generated or transmitted over the Company’s network, including without limitation the right to aggregate, analyze and commercialize the data and products derived therefrom, without any payment to or consent of any other Person.

6.11. No Conflict of Interest. Except as set forth in Schedule 6.11, no stockholder or director of the Company and, to Sellers’ Knowledge, no member, general partner, manager, director, stockholder, or Affiliate of any stockholder of the Company:

6.11.1. owns, directly or indirectly, any interest in (excepting less than 5% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, employee or consultant of, any person which is, or is engaged in business as, a lessor, lessee, supplier, distributor, sales agent or customer of the Business;

6.11.2. owns, directly or indirectly, in whole or in part, any property with a fair market value greater than $10,000 that the Company uses in the conduct of the Business, including, without limitation, any Intellectual Property;

6.11.3. has any cause of action for greater than $10,000 or other claim for greater than $10,000 against, or owes an amount greater than $10,000 to, the Business, except for claims in the Ordinary Course of Business such as for accrued vacation pay, accrued benefits under employee benefit plans, travel allowances and similar matters and Contracts existing on the date hereof;

6.11.4. has any Contract with, or any outstanding loan to or from, the Business each in an amount greater than $10,000; or

6.11.5. has any interest in the Purchased Assets with a fair market value greater than $10,000, including without limitation, any Intellectual Property or Technology.

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6.12. Labor Relations; Officers and Employees. The Company is not a party to, or engaged in negotiating, any collective bargaining agreement. The Company is not the subject of any claim which is pending or, to Sellers’ Knowledge, threatened asserting that the Company has discriminated or committed an unfair labor practice (within the meaning of the National Labor Relations Act or applicable state or foreign statutes) or seeking to compel the Company to bargain with any labor organization as to wages and conditions of employment. No strike or other labor dispute involving the Company is pending or, to Sellers’ Knowledge, threatened, and there is no activity involving any employees of the Company seeking to certify a collective bargaining unit or engaging in any other organization activity.

6.12.1. Copies of any employment agreements and total compensation for the Key Employee have previously been provided to Purchaser. Except with respect to Key Employee, Schedule 6.12 sets forth (i) a list of all written employment agreements with any employee or agent of the Company involved in the Business and the total compensation (separately stating salary and bonus or other compensation) payable to each of them, including the fringe benefits (other than those made available to employees generally) provided to each of them, and (ii) any payments or commitments to pay any severance or termination pay to any officer, director, employee, consultant or other representative of the Company involved in the Business. Except as set forth in Schedule 6.12.2, none of such persons has notified the Company that he or she will terminate such person’s relationship with the Company. There are no unwritten agreements binding on the Company with respect to any of the foregoing matters. A separate list including the name and total compensation of each officer of the Company involved in the Business, and the name and total compensation of each other employee or independent contractor of the Company involved in the Business has been provided by the Company to Purchaser.

6.13. Employee Benefits.

6.13.1. Schedule 6.13.1 contains a list of each Plan, each Multiemployer Plan, and each material Benefit Arrangement.

6.13.2. To Sellers’ Knowledge, there is no investigation by any Governmental Authority and there is no other action, suit or claim pending (except actions, suits or claims for benefits payable in the normal operation of the Plans, other than actions, suits or claims which if adversely determined, would reasonably be expected to have a Material Adverse Effect) or threatened against any Plan or against the assets of any Plan.

6.13.3. No Plan is subject to Part 3 of Title I of ERISA or Section 412 of the Code or Title IV of ERISA.

6.13.4. All Plans comply and have complied with applicable provisions of their terms, the Code, ERISA and other applicable Laws, except where such non compliance would not reasonably be expected to have a Material Adverse Effect.

6.13.5. Neither the Company nor any other disqualified person (as defined in Section 4975 of the Code) or party in interest (as defined in Section 3(14) of ERISA) has engaged in any non-exempt prohibited transaction with respect to any Plan and there is no pending assertion of the occurrence of any such transaction.

6.13.6. Each Plan that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable opinion or determination letter from the Internal Revenue Service as to its tax-qualified status under the Code and nothing has occurred since the date of such favorable opinion or determination letter which is reasonably expected to adversely affect the qualified status of such Plan.

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6.13.7. All contributions required to be made to each Plan under the terms of such Plan, ERISA, the Code or other applicable Law for all periods prior to the Closing Date have been timely made except where such failure to make timely contributions is not reasonably expected to result in material liability to the Company.

6.13.8. The Company complies in all material respects with the applicable requirements of Section 4980B(f) of the Code with respect to each Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code).

6.13.9. No Plan provides health, life insurance or other welfare benefits to retirees or other terminated employees of the Company, other than continuation coverage required by Section 4980B of the Code or Sections 601 to 608 of ERISA or other similar state laws (“COBRA”).

6.14. Environmental Matters. Except as disclosed in Schedule 6.14:

6.14.1. The Company, including with respect of the operations of the Business, the Purchased Assets and, without limitation, the Leased Real Property, is in compliance with all Environmental Laws, except such non-compliance which would not have a Material Adverse Effect;

6.14.2. The Company holds, and is in compliance with, all Permits required under Environmental Laws for Sellers to conduct the Business, except such non-compliance which would not have a Material Adverse Effect;

6.14.3. The Company is not subject to any Order, and has not agreed to any Order, relating to compliance with any Environmental Law or to investigation or cleanup of Hazardous Substances under any Environmental Law;

6.14.4. The Company has not (A) released or disposed of any Hazardous Substance on, to, under or at the Leased Real Property or any other location, whether or not formerly owned, used or leased, in violation of applicable Environmental Law, or (B) received any request for information or written notice requiring the removal of Hazardous Substances from the Leased Real Property or other real property;

6.14.5. There are no Environmental Claims pending or, to Sellers’ Knowledge, threatened against or involving the Company, the Business, the Leased Real Property or any real property formerly used, owned or leased by the Company or the Business, or otherwise related to any Environmental Liability of the Company or the Business;

6.14.6. The Company or the Business has not used asbestos-containing material in its operations or products; and

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6.14.7. The Company has not entered into or agreed with any Governmental Authority pursuant to any Environmental Law regarding the imposition of any Lien or limitation on the future use of the Leased Real Property.

6.15. Taxes.

6.15.1. Except as otherwise provided in Schedule 6.15, all Tax Returns in respect of any Pre-Closing Tax Period required to be filed prior to the Closing Date have been or will be filed in a timely manner and are or will be true, complete and correct, and all Taxes in respect of any Pre-Closing Tax Period (whether or not such Taxes were shown or required to be shown on a Tax Return), including all Taxes for which a notice of assessment or demand for payment has been received, have been or will be timely and fully paid.

6.15.2. The charges, accruals and reserves for Taxes due, or accrued but not yet due, relating to the income, properties or operations of the Company for any Pre-Closing Tax Period as reflected on the books of the Company are and will be adequate to cover such Taxes.

6.15.3. Except as provided in Schedule 6.15, no penalties or other charges are or will become due with respect to the late filing of any Tax Return required to be filed on or before the Closing Date.

6.15.4. Except as otherwise provided in Schedule 6.15, there are no Tax Liens imposed on any property or assets of the Company. No deficiencies for any Tax liability of the Company have been proposed, asserted or assessed which remain unpaid.

6.15.5. With respect to all Tax Returns, except as set forth on Schedule 6.15: (A) there is no action, suit, proceeding, investigation, audit or claim pending or in progress or, to Sellers’ Knowledge, threatened regarding any Taxes relating to the Company or any group of affiliated corporations of which the Company is now or was formerly a member, for any Pre-Closing Tax Period; and (B) no extension of time is in force with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement is in force for the extension of time for the assessment or payment of any Tax.

6.15.6. Schedule 6.15 sets forth the status of the audits of the United States Federal income tax returns of the Company for each taxable year for which the statute of limitations has not expired, including the amounts of any deficiencies and additions to tax, interest and penalties indicated on any notices of proposed deficiency or statutory notices of deficiency, and the amounts of any payments made by the Company with respect thereto. Each such return for which the audit has not been completed accurately reflects the amount of liability for Taxes thereunder in all material respects and makes all material disclosures required by the Code and regulations thereunder and other applicable provisions of Law. Except as set forth on Schedule 6.15, Sellers have not agreed to, or is not required to, make any adjustments under section 481(a) of the Code by reason of a change in accounting method or otherwise.

6.15.7. Schedule 6.15 sets forth the status of the audits of state, local and foreign Tax Returns of the Company for each taxable year for which the statute of limitations has not expired, including the amounts of any deficiencies or additions to tax, interest and penalties that have been made or proposed, and the amounts of any payments made by the Company with respect thereto. Each such Tax Return for which the audit has not been completed accurately reflects the amount of liability for Taxes thereunder and makes all disclosures required by applicable provisions of Law.

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6.15.8. Except as set forth on Schedule 6.15, all Taxes that the Company is required by Law to withhold or collect have been duly withheld or collected, and have been timely paid over to the appropriate Governmental Authorities to the extent due and payable.

6.15.9. The Company has not been or is not included in any consolidated, affiliated, combined, unitary, aggregate or other similar Tax Returns.

6.15.10. Except as set forth in Schedule 6.15, no power of attorney is currently in effect, and no Tax ruling has been requested of any Governmental Authority, with respect to any Tax matter relating to the Company.

6.16. Legal Proceedings. There are no outstanding Orders against or involving the Company or its Business or properties. Except as set forth on Schedule 6.16, there are no actions, suits, claims or legal, administrative or arbitral proceedings or, to Sellers’ Knowledge, investigations (collectively, “Claims”) (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or, to Sellers’ Knowledge, threatened, against or involving the Company or any of the Purchased Assets. To Sellers’ Knowledge, there is no fact, event or circumstance that would reasonably be expected to give rise to any Claim that would be required to be set forth on Schedule 6.16 if currently pending or threatened. All notices required to have been given to any insurance company listed as insuring against any Claim set forth on Schedule 6.16 have been timely and duly given and, to Sellers’ Knowledge, no insurance company has asserted that such Claim is not covered by the applicable policy relating to such Claim. Except as set forth on Schedule 6.16, there have not been any product liability Claims (other than routine warranty claims) against or involving the Company or any product manufactured, marketed or distributed at any time by the Company.

6.17. Contracts.

6.17.1. Schedule 6.17 contains a complete and accurate list of each of the following Contracts now in effect to the extent not set forth on Schedules 6.10 or 6.12.2:

6.17.1.1. all Contracts that provide for payment or receipt by the Company in connection with the Business of more than $25,000 per year, including any such Contracts with vendors, suppliers, customers or clients;

6.17.1.2. all Contracts relating to Indebtedness or granting a Lien on any of the Purchased Assets;

6.17.1.3. all Contracts that limit or purport to limit the ability of the Business to compete in any line of business or with any Person or in any geographic area or during any period of time;

6.17.1.4. all Real Property Leases;

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6.17.1.5. all Contracts with employees, officers, directors, and independent contractors providing services to the Business;

6.17.1.6. all license agreements, franchise agreements or agreements in respect of similar rights granted to or held by the Company, except for Software licenses excluded from Schedule 6.10.2 in accordance with Section 6.10.2;

6.17.1.7. all joint venture, partnership, co-development or similar Contracts;

6.17.1.8. all Contracts pursuant to which the Company undertakes any indemnification obligation;

6.17.1.9. all Contracts pursuant to which the Company has a beneficial interest in any confidentiality, non-competition, or non-solicitation covenant of any Person, any assignment to the Company or vesting of ownership in the Company of any Intellectual Property;

6.17.1.10. all requirements Contracts or Contracts providing for an exclusive supplier, dealer, agency or similar relationship; and

6.17.1.11. any other Contract that is material to the Business taken as a whole.

6.17.2. Schedule 6.17 also lists and describes the status of all Contracts currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 6.17 (“Proposed Contracts”).

6.17.3. The Company has delivered to Purchaser true and complete copies of (i) all of the Contracts set forth on Schedules 6.10, 6.12 and 6.17 and (ii) the most recent draft, letter of intent or term sheet (or if none exist, a reasonably detailed written summary) embodying the terms of all of the Proposed Contracts set forth on Schedule 6.17. All of the Contracts referred to in the preceding sentence were entered into in bona fide transactions in the Ordinary Course of Business and are valid and binding upon the Company and, to Sellers’ Knowledge, the parties thereto, in accordance with their terms and are in full force and effect. The Company is not in default under any of such Contracts, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder by the Company. To Sellers’ Knowledge, no other party to any such Contract is in default thereunder in any material respect nor does any condition exist that with notice or lapse of time or both would constitute a material default thereunder. All approvals or consents of any person needed in order that the Contracts set forth on Schedules 6.10, 6.12 and 6.17 continue in full force and effect immediately following the consummation of the transactions contemplated by this Agreement are set forth on Exhibit 9.5.

6.17.4. Schedule 6.17.4 contains a description of the warranties provided to customers in all existing or pending customer Contracts. Schedule 6.17.4 also sets out all material warranty claims currently pending against the Company. No warranties to customers exist other than as stated in the Company’s warranty policy attached to Schedule 6.17.4 or in the Contracts as provided by Company to Purchaser. The Company has not incurred warranty obligations in excess of $25,000 during any of its fiscal years ending December 31, 2010, 2011 or 2012.

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6.18. Compliance with Laws, Certifications.

6.18.1. The Company is not in material violation of any applicable Law or Order, and the Company has not received written notice that any such violation is being or may be alleged. To Sellers’ Knowledge, no investigation by any Governmental Authority with respect to the Company or the Products is pending or, threatened and the Company has not received any written notice of any intention by any Governmental Authority to conduct the same.

6.18.2. The Products currently marketed by the Company and those Products previously sold by the Company as to which Purchaser is assuming warranty obligations hereunder are or were, on the date of sale by the Company, (i) in compliance with all Permits, and (ii) in compliance with all Governmental and non-governmental certifications required for their sale in any market in which they were or currently are sold or distributed or with respect to which they were or are marketed or advertised for sale by the Company.

6.18.3. Since the Company’s formation, to the Sellers’ Knowledge, all exports of the Company’s products have been made in compliance in all material respects with all United States export control regulations and no product manufactured by the Company is subject to any export licensing requirement under such laws and regulations, including without limitation Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774, as amended, and regulations governing the manufacture and export of defense articles, defense services and associated technical data, as set forth in the International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120-130, as amended.

6.18.4. The Company is not a party to any contract with, and, since the Company’s formation, has not, to Sellers’ Knowledge, sold or purchased goods and services to or from: (i) any Person who is a “designated national,” “specially designated national,” “specially designated terrorist,” “specially designated global terrorist,” “foreign terrorist organization,” “specially designated narcotics trafficker,” or “blocked person,” within the definitions set forth in the Foreign Assets Control Regulations, contained in 31 C.F.R., Subtitle B, Chapter V, as amended (the “OFAC Regulations”), or who otherwise appears on the list of Specially Designated Nationals and Blocked Persons, Appendix A to the OFAC Regulations, (ii) the government, including any political subdivision, agency, or instrumentality, of any country against which the United States maintains economic sanctions or embargos, (iii) a Person who has informed the Company that such person is acting or purporting to act, directly or indirectly, on behalf of, or an entity owned or controlled by, any of the Persons listed in subparagraphs (i)-(ii) above, or (iv) a Person on any other export control, terrorism or drug trafficking related list administered by any Governmental Agency as that list may be amended, adjusted or modified from time to time.

6.18.5. The practices and activities of the Company are in compliance with, and, for the past five (5) years, the Company has maintained compliance with, the regulations administered by the Office of Foreign Assets Control of the US Department of the Treasury, 31 C.F.R., Subtitle B, Chapter V, as amended.

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6.18.6. By making the representations in this Section 6.18, Sellers are not assuming any responsibility for what compliance with law may be required for Purchaser’s operation of the Business after the Closing Date.

6.19. Insurance. Schedule 6.19 sets forth a summary of all policies or binders of fire, liability, product liability, worker’s compensation, vehicular and other insurance held by or on behalf of the Company and the Business (specifying the policyholder, the amount of the coverage, the insurer, the type of coverage, the risks insured and any pending claims thereunder). Such policies and binders are valid and binding in accordance with their terms, and are in full force and effect. All general liability policies maintained by or for the benefit of the Company are “occurrence” policies and not “claims made” policies. The Company has no outstanding bonds and other surety arrangements in connection with the operations of the Company or the Business. Schedule 6.19 sets forth a summary of loss experience under each insurance policy.

6.20. Fees or Commissions. Neither Seller (including their officers, directors, stockholders and employees) has employed any broker, agent or finder or incurred any liability for any brokerage fees, agent’s commissions or finder’s fees or other similar obligations in connection with the transactions contemplated hereby.

6.21. Illegal Payments. Neither the Company nor, to Sellers’ Knowledge, any officer, employee or agent of the Company, or any other person or entity on behalf of the Company, has made or authorized any payment of funds of the Company which is prohibited by law.

6.22. Suppliers and Customers. Schedule 6.22 hereto sets forth the ten (10) largest suppliers and ten (10) largest customers of the Business as of the date hereof, based on the dollar amount of purchase and sales for the twelve (12) month period ended on December 31, 2012. To Sellers’ Knowledge, the relationships of the Company with such suppliers and customers are good commercial working relationships and, except as set forth on Schedule 6.22 hereto which also lists all customers and suppliers that are of material importance to the Business, no supplier or customer listed on Schedule 6.22 has cancelled or otherwise terminated, or threatened to cancel or otherwise to terminate, its relationship with the Company or has during the last twelve (12) months decreased materially, or threatened to decrease or limit materially, its services, supplies or materials for use in the Business or its usage or purchase of the services or products of the Company, except for normal cyclical changes related to customers’ businesses. To Sellers’ Knowledge, no supplier or customer intends, whether as a result of the transactions contemplated hereby or otherwise, to cancel or otherwise substantially modify its relationship with the Company or to decrease materially or limit its services, supplies or materials to the Company, or its usage or purchase of any of the Company’s services or products, and to Sellers’ Knowledge, the consummation of the transactions contemplated hereby will not adversely affect the relationship of the Purchaser with any such supplier or customer. Except as disclosed on Schedule 6.22, the Company has not conducted any product recall, or taken any other similar action (whether voluntary or required by law), with respect to any of the Products.

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6.23. Inventories. The inventories of the Company are accounted for on a first-in/first-out basis. The inventories of the Company are current, merchantable, readily usable or saleable in the Ordinary Course of Business and are written down to net realizable market value. No material amount of obsolete, unsaleable, excess or slow-moving inventory is included.

6.24. Real Property.

6.24.1. The Company does not own any land, buildings, structures, plants, facilities and other improvements, and has not prior to the Closing Date.

6.24.2. Other than the respective agreements (the “Real Property Leases”) under which the Company leases the Leased Real Property, the Company is not a party to any leases, subleases, licenses and other agreements under which the Company has the right to use or occupy, now or in the future, any real property. The Company has heretofore delivered to Purchaser true, correct and complete copies of the Real Property Leases (including all modifications, amendments and supplements). To Sellers’ Knowledge, the Real Property Leases are valid, binding and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company has valid leasehold interests in the Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. All rent and other sums and charges payable by the Company as tenant thereunder are current. The Company has complied in all material respects with the terms of the Real Property Leases. The Company has not taken any action or omitted to take any action that could permit any lessor (with the giving of notice, the lapse of time, or both) to terminate a Real Property Lease and, to Sellers’ Knowledge, no other termination event or condition or uncured default exists that could permit any lessor (with the giving of notice, the lapse of time, or both) to terminate a Real Property Lease. The Company has not received written notice from any lessor that it is in default in respect of any of its obligations or liabilities pertaining to the Leased Real Property.

6.24.3. Since January 1, 2010 the Company’s sole office has been the Leased Real Property.

6.24.4. To Sellers’ Knowledge, there is no pending, threatened or contemplated condemnation proceeding affecting the Leased Real Property or any part thereof or any sale or other disposition of the Leased Real Property or any part thereof in lieu of condemnation.

6.24.5. The uses to which the Leased Real Property have been put by the Company are permitted uses under applicable zoning ordinances. To Sellers’ Knowledge, the Leased Real Property complies with all applicable building and zoning codes, federal, state and local laws and ordinances (including but not limited to the Americans with Disabilities Act), easements, restrictions and covenants of record.

6.24.6. The Company has direct access to and from the Leased Real Property to dedicated and accepted public streets.

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6.24.7. The Company is in peaceful and undisturbed possession of the Leased Real Property.

6.25. Assigned Receivables. All Assigned Receivables of the Company as of the Interim Balance Sheet Date are shown on the Interim Balance Sheet, and all such Assigned Receivables and all Assigned Receivables acquired or generated by the Company subsequent to the Interim Balance Sheet Date have arisen in the Ordinary Course of Business from the sale of the Company’s services and subject to Purchaser performing those services inherent in the customer obligations representing deferred revenue at Closing, constitute valid, undisputed claims of the Company not subject to claims of set off or other defenses or counterclaims and have been collected or are collectable in the aggregate recorded amounts thereof in accordance with their terms, net of the reserve for uncollected accounts set forth in the calculation of Closing Date Net Working Capital.

6.26. Disclosure. This Agreement, the Schedules to this Agreement, and the Exhibits to this Agreement delivered by or on behalf of Sellers in connection with this Agreement and the transactions contemplated hereby are true and complete.

6.27. Accredited Investor. Each Seller is an accredited investor as such term is defined in Regulation D under the Securities Act.

6.28. Investment Intent. Sellers are acquiring the shares of ORBCOMM Stock pursuant to this Agreement for their own account for investment purposes only and not with a view to, or for sale or resale in connection with, any public distribution thereof or with any present intention of selling, distributing or otherwise disposing of any of such shares in violation of the Securities Act.

6.29. Investment Decision. Sellers have been afforded the opportunity, directly or through their Representatives, to ask questions of and receive answers from the management of Purchaser concerning the investment in ORBCOMM Stock and have sufficient knowledge and experience in investing in companies similar to Purchaser so as to be able to evaluate the risks and merits of their investment in the ORBCOMM Stock. Sellers acknowledge and affirm that they have completed an investigation, analysis and evaluation of Purchaser that they deemed necessary or appropriate, and that in making their decision to enter into this Agreement, and consummate the Asset Sale they have relied on such investigation, analysis, and evaluation.

6.30. Transfer Restrictions. Company is aware that the shares of ORBCOMM Stock to be issued to Company pursuant to this Agreement have not been registered under the Securities Act or any applicable U.S. state securities laws, and agrees that the ORBCOMM Stock will not be offered or transferred, sold, assigned, pledged, hypothecated, gifted, encumbered or otherwise disposed of except (a) to the Stockholder, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) pursuant to Rule 144 under the Securities Act or (d) pursuant to any other available exemption from the registration requirements of the Securities Act, if in the opinion of counsel reasonably acceptable to Purchaser such exemption is applicable. After issuance hereunder, Sellers will not transfer any shares of ORBCOMM Stock in violation of the provisions of any applicable U.S. federal or state or other jurisdiction’s securities laws.

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ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers as follows:

7.1. Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now being and as heretofore conducted.

7.2. Authority to Execute and Perform Agreement. Purchaser has the legal right and power and all corporate authority and approvals required to execute and deliver this Agreement and to perform fully its obligations hereunder. Each of this Agreement and the other agreements and other instruments being delivered at the Closing by Purchaser have been duly authorized by all necessary corporate action and have been or will have been duly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery hereof by Sellers) are, or will be when executed and delivered, valid and binding obligations of Purchaser enforceable in accordance with their terms. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Certificate of Incorporation or By-Laws of Purchaser; (ii) require Purchaser to obtain any consent, approval or action of, or make any filing with or give any notice to, any Governmental Authority or any other person other than as set forth in Section 7.9; (iii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise cause the termination of or give any other contracting party the right to terminate, cancel or accelerate any obligation or to receive any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default under any contract, or result in the creation of any Lien upon the assets or properties of Purchaser; (iv) violate any Order against, or binding upon, Purchaser or its properties or business; or (v) violate any Law.

7.3. Fees or Commissions. Purchaser (including its officers, directors and employees) has not incurred any liability for any brokerage fees, agent’s commissions or finder’s fees or other similar obligations in connection with the transactions contemplated hereby except as will be paid by Purchaser outside of Closing and without any liability on the part of Sellers.

7.4. Orders. Purchaser is not subject to any Order that would prevent or materially impair or delay the ability of Purchaser to consummate the Asset Sale or to perform its other obligations hereunder.

7.5. Sufficiency of Funds. Purchaser has, and at the Closing will have, sufficient cash on hand or other sources of financing in order to consummate the transactions contemplated by this Agreement and to fulfill its obligations hereunder, including without limitation payment to the Company of the Closing Cash Amount at the Closing.

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7.6. Valid Issuance. The shares of ORBCOMM Stock to be issued to the Company pursuant to Section 4.2 have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Company), except for restrictions on transfer imposed by applicable securities laws.

7.7. SEC Reports; Financial Statements. Purchaser has filed with the SEC all reports, including amendments thereto, required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Purchaser included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial position of Purchaser and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended. In the case of unaudited interim financial statements, such statements include all adjustments (including normal recurring accruals) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented.

7.8. Absence of Changes. Since the last quarterly report on Form 10-Q filed by Purchaser, there has not been a material adverse effect on Purchaser other than as disclosed by Purchaser in any filing with the SEC. To Purchaser’s knowledge, there has not been any Law or Order adopted or rescinded which would be reasonably expected to have a material adverse effect on Purchaser.

7.9. Governmental Authorizations. Except for (a) the requirements of state securities laws, (b) the filing of appropriate documents with the NASDAQ Stock Market, or (c) the filing of a Form 8-K or a registration statement with respect to common stock with the SEC, if applicable, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

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ARTICLE 8

COVENANTS

8.1. Conduct of the Business. Sellers agree that, from the date hereof to the Closing, except (a) to the extent otherwise permitted by this Agreement, (b) as expressly required by any Governmental Authority or Law, or (c) as consented to in writing by Purchaser, the Company:

8.1.1. will operate the Business in the Ordinary Course of Business in all material respects, including maintaining Inventories;

8.1.2. will use commercially reasonable efforts to preserve the Business organization intact, to retain the services of its employees and to preserve the Business goodwill and relationships with customers, suppliers, creditors and others having business relationships with it;

8.1.3. will take such action as may be commercially reasonably necessary to preserve the Business properties and assets and to maintain its Permits;

8.1.4. will maintain in full force and effect its insurance policies presently in effect;

8.1.5. will comply with any applicable Law or Order the violation of which would have a Material Adverse Effect;

8.1.6. will promptly advise Purchaser in writing of any Material Adverse Change or any event or circumstance which will, or with reasonable certainty may, result in a Material Adverse Change;

8.1.7. will review with Purchaser all decisions regarding major vendor Contracts, major customer Contracts, major equipment purchases and sales and other major operational decisions;

8.1.8. will not make or commit to make any salary or wage increase with respect to any officer, employee or agent, except as set forth in Schedule 6.12, or enter into, amend or alter any Plan or Benefit Arrangement or any employment or consulting agreement;

8.1.9. will obtain Purchaser’s written approval prior to filing any documents or papers with or making any written representations to the United States Patent and Trademark Office or the patent or trademark offices of any foreign countries;

8.1.10. will not sell, transfer, assign or otherwise dispose of or encumber any of the assets that would be Purchased Assets other than dispositions to unaffiliated purchasers for full value in the Ordinary Course of Business of (1) Inventories, (2) Products, (3) other assets that will not affect the operations of the Business in any material respect, or (4) other assets that are replaced in full by comparable assets prior to the Closing;

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8.1.11. will not grant any additional Licenses Out, modify or compromise any existing License Out, settle or compromise any claim of infringement by any third party of any Owned Intellectual Property, or otherwise sell, transfer or encumber any Owned Intellectual Property;

8.1.12. will obtain Purchaser’s written approval prior to leasing, renewing, subleasing, using, selling, or buying any real property interest; and

8.1.13. will not make any agreement or commitment to take any action referred to in subparagraphs 8.1.1 through 8.1.12 above.

8.2. Examinations and Investigations, Confidentiality Agreement. Prior to the Closing Date, Purchaser may, through its respective employees, agents and representatives, make or cause to be made such investigation of the Company and the Business and Purchased Assets as it deems necessary or advisable. Such investigation shall not affect the representations and warranties hereunder. The Company will permit Purchaser and its employees, agents and representatives, on reasonable notice, to have access to the Company’s premises, and books, records and documents during normal business hours, including, but not limited to, the work papers of its accountants, and to furnish such data and other information with respect to the Company, the Purchased Assets and Business as Purchaser shall from time to time reasonably request (“Due Diligence”). Upon the written consent of the Company, such consent not to be unreasonably withheld, Purchaser may also contact the Company’s customers, suppliers and employees in the course of its investigation of the Business and Purchased Assets. All expenses incurred in the course of conducting Due Diligence pursuant to this Section 8.2 shall be borne by Purchaser. Purchaser shall exercise reasonable efforts not to disrupt the business of the Company or the Company’s relationships with its customers, suppliers and employees during the course of Purchaser’s investigations hereunder. Between the date of this Agreement and the Closing Date, all information regarding the Company or the Business received by Purchaser or its representatives in the course of conducting Due Diligence shall be governed by and held in confidence under the terms and conditions of the Confidentiality Agreement, which Purchaser acknowledges shall remain in effect until the earlier of the Closing Date or the termination of this Agreement notwithstanding any provision to the contrary in the Confidentiality Agreement or, if this Agreement is terminated, until such later date as provided in the Confidentiality Agreement.

8.3. Certain Filings, Consents and Action. Sellers and Purchaser shall cooperate with each other in determining whether any other filings are required to be made or consents, approvals, permits or authorizations are required to be obtained under any other Law, or whether any consents, approvals or waivers are required to be obtained from other parties under Contracts material to the Business in connection with the consummation of the transactions contemplated hereunder, and will cooperate with each other in completing those filings. Upon Closing, and to the extent not otherwise obtained prior to the Closing Date, Sellers will use all commercially reasonable efforts and will immediately seek to obtain all such additional consents, approvals, permits, authorizations or waivers.

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8.4. Public Announcement. Sellers and Purchaser shall mutually agree as to the form, timing and substance of any public announcement related to this Agreement or the transactions contemplated hereby, such agreement not to be unreasonably withheld or delayed, and consult with each other as to the form, timing and substance of other public disclosures related hereto; provided, however, that nothing contained herein shall prohibit either party without the agreement of the other party from making any disclosure required by Law or as such party deems necessary under federal or state securities laws.

8.5. Acquisition Proposals. No Seller will, prior to the termination or expiration of this Agreement, directly or indirectly, through any officer, employee, director, stockholder, representative, broker, advisor or agent (i) seek, solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person relating to any acquisition or purchase of the equity or of the Purchased Assets of, or of any profit sharing interest in, Company, or any tender or exchange offer, merger, reverse merger, consolidation, business combination, recapitalization, spin-off, liquidation or dissolution that is part of a plan to transfer assets that would be Purchased Assets to a third party or third parties, or similar transaction involving, directly or indirectly, Company (each an “Acquisition Proposal”), (ii) participate or cooperate in or consider or pursue, any discussions or negotiations regarding an Acquisition Proposal or furnish to any Person information concerning Company for any Acquisition Proposal, or (iii) otherwise solicit or cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any Person to make or enter into an Acquisition Proposal. Sellers shall notify Purchaser in writing within twenty-four hours of any breach of this Section 8.5 or of the receipt of any unsolicited Acquisition Proposal. Sellers shall cause all of their agents, officers, employees, directors, stockholders, and representatives to abide by the terms of this Section 8.5

8.6. Further Assurances. After the Closing, Sellers will, at Purchaser’s reasonable request from time to time and without further consideration, execute and deliver or cause to be executed and delivered to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation (including, without limitation, additional assignments suitable for recording with respect to Intellectual Property) and take such other action as Purchaser may reasonably request so as to fully, effectively and completely sell, assign, transfer to and vest in Purchaser title to and possession of the Purchased Assets. In the event that the Company receives any funds that are the property of Purchaser, it shall promptly forward such funds to Purchaser, and in the event that Purchaser receives any funds that are the property of the Company, it will promptly forward such funds to the Company. Subject to completion of the Closing, from and after the Closing, Purchaser covenants not to sue Sellers for infringement of any Intellectual Property of Purchaser related to the Business occurring on or prior to the Closing Date.

Sellers and Purchaser agree that all utility (including telephone, gas, electric, heat and other utility charges) charges, real and personal property taxes and assessments, rent and proportionate share of charges for incurred operating costs owed to the lessor under any lease which is assumed by Purchaser and other prepaid and deferred expense items which are attributable to periods before and after the Closing Date, shall be prorated between the Company and Purchaser as of the Closing Date.

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8.7. Financial Information. Within twenty (20) days after the Closing, Sellers shall deliver to Purchaser the balance sheet of the Company, as of the Closing Date, prepared in accordance with GAAP.

8.8. Third Party Consents. To the extent that the Company’s rights under any item described in this Agreement or any other Purchased Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or would be unlawful, and the Company shall use reasonable efforts in good faith to obtain any such required consents as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the item or Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, the Company shall act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder, including, but not limited to, the Company’s delivery to Purchaser of all revenues generated therefrom, net of the Company’s reasonable and necessary expenses incurred in relation to each such item or Purchased Asset, from Closing Date through and including the date on which consent is obtained, and shall cooperate with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser. Purchaser shall defend, indemnify and hold harmless the Company from, against and in respect of any and all liabilities, losses, damages, deficiencies or expenses resulting from the Company’s agency described in the previous sentence. If such consent is obtained following Closing then such Purchased Asset shall be automatically assigned to Purchaser without any further action on the part of any party hereto.

8.9. Bulk Sales Law. Purchaser hereby waives compliance by the Company with the requirements and provisions of any “bulk transfer” laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets; provided, however, that the Company shall defend, indemnify and hold harmless Purchaser, in accordance with Article 11, against any claims asserted against Purchaser as a result of the failure of the Company to comply with any such laws.

8.10. Cessation of Use of Names; Telephone; Domain Names. Immediately following the Closing, the Company shall cease and desist from using the words or formatives “MobileNet” or any derivations thereof, in connection with any commercial activities or in any trade name, or as part of any trademark or any product or service identification and shall undertake and promptly pursue all necessary action to change its corporate name to a new name not confusingly similar to its current name. The Company shall also use reasonable efforts to transfer to Purchaser the telephone numbers listed on Exhibit 2.1.3. In addition, the Company shall comply with the domain name transfer protocol of the registrar of any domain name used or owned by the Company so as to ensure that transfer of such domain name is timely made to Purchaser.

8.11. Tax Cooperation. The Company, on the one hand, and Purchaser, on the other hand, will provide the other with such cooperation and information as each of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for a refund of Taxes, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or proceeding in respect of Taxes, but only with respect to Taxes imposed upon or related to the operation of the Business or the Purchased Assets. Such cooperation and information shall include providing copies of relevant Tax Returns, or portions thereof, imposed upon or related to the Purchased Assets, together with associated schedules and related work papers and documents relating to rulings or other determinations by taxing authorities.

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8.12. Access to Records. Following the Closing, Purchaser shall provide Sellers reasonable access to, or copies of, Business records necessary for the Company to wind up and dissolve under applicable Law. Prior to the destruction by the Company of the Retained Records, the Company shall give Purchaser the right to take possession of such Retained Records, at the expense of Purchaser, provided that Purchaser shall take possession of such records except as limited by Law.

ARTICLE 9

CONDITIONS TO OBLIGATIONS OF PURCHASER

The obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or before the Closing Date, of the following conditions, any of which may be waived in whole or in part by Purchaser in writing delivered to Sellers prior to or at the Closing:

9.1. Representations and Warranties True as of the Closing Date. The representations and warranties of Sellers contained in this Agreement shall be true and correct as of the Closing Date.

9.2. Performance by Sellers. Each of the covenants, agreements and obligations to be performed by Sellers on or before the Closing Date pursuant to the terms hereof shall have been duly performed by Sellers on or before the Closing Date.

9.3. Authority. All actions required to be taken by Sellers to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken.

9.4. Consents. All notices to, permits, authorizations, approvals, consents and waivers from any Governmental Authority and all third party consents listed on Exhibit 9.4 shall have been made or obtained.

9.5. Assumed Contracts and Assigned Rights. All consents and assignments of the Assumed Contracts and Assigned Rights listed on Exhibit 9.5 shall have been obtained, including an assignment of the Real Property Leases on no less favorable terms than the terms of the existing leases and including estoppel certificates as provided in Section 5.3.8.

9.6. Absence of Litigation. No action, suit or proceeding petitioning a Governmental Authority to forbid or enjoin the consummation of the transactions contemplated under this Agreement shall be pending or threatened in writing. No preliminary or permanent injunction or other Order shall have been issued by any Governmental Authority of competent jurisdiction which remains in effect and restricts the consummation of the transactions contemplated hereby and no Law shall have been enacted by any Governmental Authority that makes consummation of the transactions contemplated hereby illegal.

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9.7. No Material Adverse Change. Since the date hereof, there shall not have been any Material Adverse Change to the Company.

9.8. Title. Seller shall deliver good title to all of the Purchased Assets free and clear of Liens except for Permitted Liens.

9.9. Agreement with the Key Employee and Acceptance by a Transferred Employee. On or prior to the Closing Date, the Key Employee shall have entered into a written agreement with Purchaser (containing, among other things, non-disclosure and non-competition covenants) for such Key Employee’s services to Purchaser after the Closing, in form satisfactory to Purchaser. Matthew Mueller shall have accepted in writing Purchaser’s offer of employment as a Transferred Employee.

9.10. Due Diligence. Purchaser shall be satisfied, in its reasonable discretion, with the results of its Due Diligence investigation and the evaluation of the Business.

9.11. Certificate of Indebtedness. Sellers shall have caused Company to prepare and deliver to Purchaser a certificate (the “Certificate of Indebtedness”) certifying as to (a) the amount of Indebtedness of Company outstanding on the Closing Date, and specifying the amount owed to each creditor listed thereon, and (b) the aggregate amount of customer deposits (if any) held by Company as of the Closing Date. Sellers shall have caused the holders of the Company’s Indebtedness to deliver pay-off letters and lien discharges (or agreements to discharge liens conditioned solely on payment in full), each in form satisfactory to Purchaser, with respect to such Indebtedness.

9.12. Discharge of Liens. The Company shall have complied with the requirements of Section 5.3.7 of this Agreement and each Uniform Commercial Code financing statement filed against any of the Purchased Assets (other than any such financing statement in favor of any lender to Purchaser) shall either have been terminated or termination statements with respect thereto in form and substance satisfactory to Purchaser and the Purchaser’s counsel shall have been delivered (or agreed to be delivered upon payment in full) to the Purchaser.

9.13. Tax Clearance Certificate. If requested by Purchaser, Company shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Company or where Company has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject Purchaser to any Taxes of Company. If any taxing authority asserts that Company is liable for any Tax, Company shall promptly pay any and all such amounts and shall provide evidence to Purchaser that such liabilities have been paid in full or otherwise satisfied.

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9.14. Other Agreements. Any of the agreements, documents or instruments to be delivered as contemplated under this Agreement by Sellers, not otherwise listed in this Article 9 shall have been executed and delivered by Sellers as applicable.

9.15. FIRPTA Certificate. Purchaser shall have received from the Company a certificate in form and substance reasonably satisfactory to Purchaser, duly executed and acknowledged, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code.

9.16. Escrow Agreement. Each Seller and the Escrow Agent shall have executed and delivered to Purchaser the Escrow Agreement substantially in the form of Exhibit 9.16 (“Escrow Agreement”) under which the Escrow Amount shall be held by the Escrow Agent for a period of fifteen (15) months to secure the obligations the Sellers may have to indemnify the Purchaser for Losses under this Agreement. The Escrow Agreement shall be in full force and effect.

9.17. Proceedings and Documents Satisfactory. All proceedings in connection with the transactions contemplated by this Agreement and all certificates and documents delivered to Purchaser in connection with the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to Purchaser and Purchaser’s counsel, and Purchaser shall have received the originals or certified or other copies of all such records and documents as the Purchaser may reasonably request.

ARTICLE 10

CONDITIONS TO OBLIGATIONS OF SELLERS

The obligations of Sellers to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or before the Closing Date, of the following conditions, any of which may be waived in whole or in part by Seller in writing delivered to Purchaser prior to or at the Closing:

10.1. Representations and Warranties True as of the Closing Date. The representations and warranties of Purchaser contained in this Agreement shall be deemed to have been made again on and as of the Closing Date and shall be true and correct as of the Closing Date.

10.2. Performance by Purchaser. Each of the covenants, agreements and obligations to be performed by Purchaser on or before the Closing Date pursuant to the terms hereof shall have been duly performed by Purchaser on or before the Closing Date, including all payments of cash and deliveries of stock provided for in Section 4.2.

10.3. Authority. All actions required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken, including approval of Purchaser’s Board of Directors.

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10.4. Absence of Litigation. No action, suit or proceeding petitioning a Governmental Authority to forbid or enjoin the consummation of the transactions contemplated under this Agreement shall be pending or threatened in writing. No preliminary or permanent injunction or other Order shall have been issued by any Governmental Authority of competent jurisdiction which remains in effect and restricts the consummation of the transactions contemplated hereby and no Law shall have been enacted by any Governmental Authority that makes consummation of the transactions contemplated hereby illegal.

10.5. Other Agreements. Any of the agreements, documents or instruments to be delivered as contemplated under this Agreement by Purchaser, not otherwise listed in this Article 10, shall have been executed and delivered by Purchaser.

10.6. Escrow Agreement. Purchaser and the Escrow Agent shall have executed and delivered to Company the Escrow Agreement and the Escrow Agreement shall be in full force and effect.

10.7. Proceedings and Documents Satisfactory. All proceedings in connection with the transactions contemplated by this Agreement and all certificates and documents delivered to Sellers in connection with the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to Sellers and their counsel, and Sellers shall have received the originals or certified or other copies of all such records and documents as Sellers may reasonably request.

10.8. Due Diligence. Sellers shall be satisfied, in their reasonable discretion, with the results of their due diligence investigation and the evaluation of the Purchaser.

10.9. No Material Adverse Change. Since the date hereof, there shall not have been any Material Adverse Change to Purchaser.

ARTICLE 11

INDEMNIFICATION

11.1. Survival of Representations and Warranties; Remedies. All representations and warranties, covenants and obligations in this Agreement, the Schedules and any other certificate or document delivered pursuant to this Agreement shall survive the Closing and the consummation of the Asset Sale, subject to the provisions of Section 11.6.

11.2. Indemnification by Sellers. From and after the Closing, Sellers, jointly and severally, agree to indemnify and hold Purchaser and its Affiliates harmless from and against any and all Losses incurred by or asserted against Purchaser and its Affiliates or its assigns due to or resulting from: (i) the breach of any representation or warranty of Sellers, or either of them, set forth in this Agreement or the Schedules delivered pursuant to this Agreement (determined without regard to any qualifications therein referencing “material” or any derivative thereof); (ii) a violation or default by either Seller of either Seller’s covenants, obligations or agreements set forth in this Agreement other than for a claim covered by

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clause (i) or (v) of this Section 11.2; (iii) the Retained Liabilities (including any Liability which is not an Assumed Liability or that Purchaser reasonably determines that it should pay (after having requested payment by Sellers) in order to protect the Business and its reputation from damage as a result of the failure of any Seller or Affiliate thereof to pay, perform or otherwise discharge any such Retained Liability in accordance with its terms); (iv) the Company’s failure to comply with any bulk sales law; and (v) any claims by a third party to an ownership interest in the Developed Software or rights to use trade secrets incorporated in the Developed Software except in connection with such third party’s authorized use of the Products.

11.3. Indemnification by Purchaser. From and after the Closing, Purchaser agrees to indemnify and hold Sellers harmless from and against any and all Losses incurred by or asserted against either Seller due to or resulting from: (i) the breach of any representation or warranty of Purchaser set forth in this Agreement or any certificate or other document delivered pursuant to this Agreement; (ii) a violation or default by Purchaser of Purchaser’s covenants, obligations or agreements set forth in this Agreement; and (iii) the Assumed Liabilities.

11.4. Indemnification Procedures.

11.4.1. Any party seeking indemnification hereunder (the “Indemnified Party”, which term shall include all Indemnified Parties if there be more than one) shall promptly notify the indemnifying party or parties hereto (the “Indemnifying Party”, which term shall include all Indemnifying Parties if there be more than one) of any action, suit, proceeding, demand or breach (an “Indemnity Claim”) with respect to which the Indemnified Party claims indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 11 except to the extent of any actual damage or liability caused by or arising out of such failure.

11.4.2. In the event that any Indemnified Party desires to make a claim against an Indemnifying Party under Section 11.2 or 11.3 above in connection with any suit, action, proceeding or demand at any time instituted against or made upon an Indemnified Party by any third party for which the Indemnified Party may seek indemnification hereunder (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party (which shall be the Stockholder if any Seller is an Indemnifying Party) of such Third Party Claim and the Indemnified Party’s claim of indemnification with respect thereto which notice shall include a copy of any documents received in respect to the Third Party Claim. The Indemnifying Party shall have forty-five (45) days after receipt of such notice to notify the Indemnified Party if the Indemnifying Party has elected to assume the defense of such Third Party Claim. If the Indemnifying Party elects to assume the defense of such Third Party Claim, the Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing; provided, however, that (i) the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, (ii) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification, (iii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent (not to be unreasonably withheld, conditioned or delayed) unless

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(A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (C) the Indemnified Party could not reasonably be expected to have any liability with respect to any compromise or settlement of such claims effected without its consent. Notwithstanding the foregoing, in no event shall the Indemnifying Party be entitled to assume the defense of any such Third Party Claim if (a) such Third Party Claim seeks an injunction or other equitable relief; (b) such Third Party Claim, if adversely determined, could reasonably be expected to result in Losses which, along with any other reasonably foreseeable Losses and any amounts previously paid pursuant to this Article 11, would be in excess of the Representation and Warranty Cap; or (c) such Third Party Claim is made by a governmental or regulatory authority other than for Taxes that could not reasonably be expected to have an adverse impact on Purchaser or its Affiliates (it being understood and agreed that in any such case the Indemnifying Party may participate in the defense of such Third Party Claim with its own counsel at its own expense). If the Indemnifying Party fails to notify the Indemnified Party of its assumption of the defense of such Third Party Claim within forty-five (45) days after receipt of the Indemnified Party’s notice of a Third Party Claim, the Indemnified Party shall be entitled to assume the defense of such Third Party Claim at the expense of the Indemnifying Party. If the Indemnified Party controls the defense of any such claim, the Indemnified Party shall: (i) provide to the Indemnifying Party periodic reports on the status of the claim and such other information as the Indemnifying Party may reasonably request, (ii) allow the Indemnifying Party to participate in the defense of the claim at its own expense, (iii) promptly communicate to the Indemnifying Party all settlement offers given or received in the proceeding and (iv) obtain the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of the claim; provided, however, that if the Indemnifying Party directs the Indemnified Party to accept any monetary settlement offer that does not impose any non-monetary obligations on the Indemnified Party and the Indemnifying Party agrees to be liable for such settlement, and the Indemnified Party refuses to accept such settlement offer, then the Indemnifying Party’s liability for such claim shall be limited to the amount of such settlement offer. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Claim shall be considered Losses for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Claim pursuant to the terms of this Section 11.4 or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim.

11.5. Method and Manner of Paying Indemnity Claims.

11.5.1. In the event of any Indemnity Claim under this Article 11, the Indemnified Party shall advise the Indemnifying Party in writing of the amount and circumstances surrounding such Indemnity Claim. If within thirty (30) days the Indemnifying Party has not contested such Indemnity Claim in writing, then subject to the limitations in Section 11.6, such amount shall be deemed the amount of indemnification to which the Indemnified Party is entitled (the “Indemnified Amount”). Subject to the limitations set forth in Section 11.6, (i) any Indemnified Amount will be payable initially from the Escrow Amount in accordance with the terms of the Escrow Agreement; and (ii) in the event the Escrow Amount is insufficient to cover such claims and recovery thereof is not prohibited pursuant to the provisions of Section 11.6, the

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Indemnified Party shall have recourse directly from the Indemnifying Parties pursuant to the procedures set forth in this Section 11.5. Subject to the terms of the Escrow Agreement and applicable securities’ laws, Sellers shall have the right to sell any of the ORBCOMM Stock constituting part of Escrow Amount held by the Escrow Agent pursuant to the Escrow Agreement; provided, that the Sellers instruct the broker handling such sale to deposit all proceeds of any such sale directly with the Escrow Agent to be held as part of the Escrow Amount pursuant to the terms of the Escrow Agreement. With respect to any additional amount indemnifiable by the Indemnifying Party hereunder (over and above the Escrow Amount and if recoverable after consideration of the limitations in Section 11.6), the Indemnifying Party shall pay the full amount thereof within ten (10) days after the expiration of the period in which the Indemnified Party may contest the claim for indemnification. Any Indemnified Amount (or portion thereof) owed by an Indemnifying Party hereunder with respect to any Indemnity Claim which is recoverable notwithstanding the limitations of Section 11.6 and for which sufficient assets are not available to fully satisfy such claim under the Escrow Agreement may be set-off by the Indemnified Party (at the sole option of the Indemnified Party) against any amounts owed by the Indemnified Party to the Indemnifying Party under this Agreement. The unpaid balance of any Indemnified Amount shall bear interest at a rate per annum equal to the prime rate as published in the Wall Street Journal plus two percent (2%) from the due date thereof hereunder.

11.5.2. Any indemnification to which Purchaser is entitled under this Agreement as a result of any Indemnity Claim shall first be satisfied by Purchaser’s recouping all of such Indemnified Amount from the Escrow Amount in accordance with the terms of the Escrow Agreement.

11.6. Limitations on Indemnification.

11.6.1. No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder for any Losses related to or arising directly or indirectly out of any breach of or any inaccuracy in any representation or warranty (other than any breach of or inaccuracy in any representation or warranty made by any Seller in Sections 6.1 (Due Organization and Authority, 6.5 (Authority to Execute and Perform Agreement), 6.14 (Environmental Matters), 6.13 (Employee Benefits), 6.15 (Taxes); 6.18 (Compliance with Laws) and 6.21 (Illegal Payments), indemnification for which shall be as provided below) made by such Indemnifying Party in or pursuant to this Agreement (including the Schedules and Exhibits hereto) (such Losses being collectively referred to herein as the “Representation and Warranty Losses”) except to the extent that the aggregate amount of such Representation and Warranty Losses for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article 11 exceeds $50,000 (the “Deductible Amount”) (it being understood and agreed that the Deductible Amount is intended as a deductible, and no Indemnifying Party shall be liable for any Representation and Warranty Losses less than the Deductible Amount for which the Indemnified Party is otherwise entitled to indemnification), whereupon the Indemnified Party shall be entitled to be paid the excess of (x) the aggregate amount of all such Representation and Warranty Losses over (y) the Deductible Amount, subject to the limitations on maximum amount of recovery set forth in Section 11.6.2. All Losses (including, but not limited to, any Losses related to or arising directly or indirectly out of any breach of or any inaccuracy in any representation or warranty made by any Seller in Sections 6.1 (Due Organization and Authority), 6.5 (Authority to Execute and Perform Agreement), 6.14 (Environmental Matters), Sections 6.13 (Employee Benefits), 6.15 (Taxes), 6.18 (Compliance with Laws), and 6.21 (Illegal Payments)) other than Representation and Warranty Losses (all such Losses being collectively referred to herein as “Purchase-Price Limited-Losses”) shall be indemnified in their entirety by the Indemnifying Parties and shall not be subject to the limitations set forth in this Section 11.6.1.

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11.6.2. The aggregate amount payable by all Indemnifying Parties in respect of Representation and Warranty Losses (other than any breach of or inaccuracy in any representation or warranty made by any Seller in Section 6.10 (Intellectual Property) shall not exceed an amount equal to $750,000 (the “Representation and Warranty Cap”). The aggregate amount payable by Sellers in respect of Losses related to or arising directly or indirectly out of any breach of or inaccuracy in any representation or warranty made by any Seller in Section 6.10 (Intellectual Property) and all claims for indemnification under Section 11.2(v) shall not exceed an amount equal to $1,500,000.

11.6.3. Any indemnification payment made pursuant to Article 11 of this Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

11.6.4. The aggregate amount payable by all Indemnifying Parties in respect of any Purchase-Price Limited-Loss shall not exceed an amount equal to the Purchase Price, less amounts previously paid or to be paid by such Indemnifying Party pursuant to this Article 11.

11.6.5. No Indemnifying Party shall be liable for: (i) a claim for breach of the portions of Section 6.10 (Intellectual Property) which address title or for indemnification under Section 11.2(v) unless a written claim for indemnification in accordance with this Article 11 is given by Indemnified Party with respect thereto prior to the date which is two (2) years following the Closing Date: or (ii) a claim for any other Representation and Warranty Losses pursuant to this Article 11 unless a written claim for indemnification in accordance with this Article 11 is given by the Indemnified Party to the Indemnifying Party with respect thereto prior to the date which is fifteen (15) months following the Closing Date; except that these time limitations shall not apply to any Losses related to or arising directly or indirectly out of any Purchase-Price Limited-Losses, as to which in each case the applicable statute of limitations shall apply. For purposes of this Section 11.6.5, the portions of Section 6.10 (Intellectual Property) which address title are limited to the representations in Section 6.10.6.1, 6.10.6.3, 6.10.6.7 and 6.10.6.8 hereof.

11.6.6. The amount of Losses for which indemnification is provided under this Agreement will be (i) increased to take account of any Tax cost incurred (grossed up for such increase) by the Indemnified Party arising from the receipt of indemnity payments hereunder (unless such indemnity payment is treated as an adjustment to the purchase price for tax purposes) and (ii) reduced to take account of any Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losses. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party will be deemed to be subject to the applicable Federal, state, local and/or local country income taxes at the maximum statutory rate then in effect. Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the purchase price for Tax purposes unless a determination (as defined in Section 1313 of the Code) or a similar event under foreign Tax Law with respect to the Indemnified Party causes any such payment not to constitute an adjustment to the purchase price for United States Federal income tax purposes or foreign Tax purposes, as the case may be.

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11.6.7. The amount of Losses recoverable by an Indemnified Party under this Article 11 with respect to an indemnity claim shall be reduced by the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Losses to which such indemnity claim relates, from an insurance carrier (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds and premium increases directly related to such insurance claims). An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any Losses it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any Losses or any indemnification obligations with respect to Losses but in no event will an Indemnified Party be required to commence litigation to recover proceeds under its insurance policies. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount (not to exceed the amount previously paid by the Indemnifying Party under this Article 11 with respect to such claim) equal to the excess of (A) the amount previously received by the Indemnified Party under this Article 11 with respect to such claim plus the amount of the insurance payments received with respect to such claim, over (B) the amount of Losses with respect to such claim which the Indemnified Party has become entitled to receive under this Article 11.

11.7. Exclusive Remedy. Except for claims arising under Section 4.3, Section 14.3 or Article 13 and claims based on fraud, from and after Closing Date the sole recourse and remedy for any and all claims which are or could be the subject of indemnification under this Article 11 shall be indemnification pursuant to this Article 11. Purchaser is not entitled to indemnification pursuant to Article 11 to the extent that the Purchaser has been compensated therefor pursuant to Section 4.3.

ARTICLE 12

TERMINATION

12.1. Termination of Agreement. This Agreement may be terminated under any of the following circumstances by notice given on or before the Closing Date:

12.1.1. By mutual consent of Sellers and Purchaser;

12.1.2. By Purchaser based on the failure of any of the conditions set forth in Article 9 hereof on or before April 30, 2013 other than as a result of a breach by Purchaser of this Agreement;

12.1.3. By Sellers based on the failure of any of the conditions set forth in Article 10 hereof on or before April 30, 2013 other than as a result of a breach by Sellers of this Agreement;

12.1.4. Purchaser shall have the right to terminate if, during the period from the date hereof to the Closing Date, Purchaser shall learn of any fact or condition which is materially at variance with one or more of the warranties or representations of Sellers set forth in this Agreement, or Sellers shall fail in any material respect to perform the covenants of Sellers set forth in Article 8 of this Agreement which by their nature are pre-Closing obligations;

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12.1.5. Sellers shall have the right to terminate if, during the period from the date hereof to the Closing Date, Sellers shall learn of any fact or condition which is materially at variance with one or more of the warranties or representations of Purchaser set forth in this Agreement;

12.1.6. Purchaser and Sellers shall each have the right to terminate if a proceeding or formal investigation shall have been commenced by any Governmental Authority or by any other person or entity with respect to any of the transactions contemplated in this Agreement;

12.1.7. Purchaser shall have the right to terminate if a Material Adverse Change to the Company has occurred, or Sellers shall have suffered a material loss or damage to any of the assets to be purchased pursuant to this Agreement, which loss or damage would materially impair the ability of Purchaser to conduct the Business upon consummation of this Agreement;

12.1.8. Sellers shall have the right to terminate if a Material Adverse Change to the Purchaser has occurred.

12.1.9. Either Purchaser or Sellers may, at its or their election, waive any of its or their rights to terminate this Agreement under the provisions of this Article 12, and shall be deemed to have waived such rights upon completion of the Closing under this Agreement;

12.2. Rights upon Termination.

12.2.1. Except as provided in Section 12.2.2, in the event of a termination of this Agreement, each party shall pay the costs and expenses incurred by it in connection with this Agreement, and no party (or any of its members, managers, stockholders, directors, employees, agents, or representatives) shall be liable to any other party for any costs, expenses, damage or loss of anticipated profits hereunder.

12.2.2. In the event either party shall be in breach of Section 8.2 or any Seller is in breach of Section 8.5 hereof, in addition to any rights or remedies provided for in this Agreement the non-breaching party shall have the rights and remedies available at law or equity. Nothing in this Agreement shall impair the right of any party to obtain such equitable remedies, including specific performance, as may be available to it under applicable law and the prevailing party in connection with such equitable action shall be entitled to its reasonable costs and expenses, including legal fees, incurred in connection with such equitable action.

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ARTICLE 13

CONFIDENTIALITY AND NON-SOLICITATION

13.1. Confidential Information. As used herein, “Confidential Information” means any information regarding the Business, including a formula, pattern, compilation, list, program, device, method, technique, or process, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The types and categories of information which Purchaser considers to be, and Sellers acknowledge as, Confidential Information include, but are not limited to, the following: the names, addresses, requirements, buying habits and other proprietary information regarding past, present and potential customers, employees and suppliers of the Company; customer and supplier contracts and transactions or price lists of the Company; products, services, programs and processes sold, licensed or developed by the Company; past, present and/or future development projects and ideas, strategic plans and forecasts of the Company; financial reports and information and/or marketing data respecting the conduct of the past, present or future phases of Business of the Company; sales forecasts; experimental and research work; methods of business operations, Technology and trade secrets of the Company; and other information that is proprietary and confidential.

13.2. Agreement Not To Disclose Confidential Information. Beginning on the Closing Date, each Seller agrees to retain the Confidential Information it is or becomes aware of in absolute confidence; not to use or exploit the Confidential Information in any way except in the performance of duties of Stockholder while employed by Purchaser; and not to disclose the Confidential Information directly or indirectly to any person or organization at any time unless Purchaser gives its express written consent to disclosure; provided, however, that Sellers shall be under no such obligation as to information which (a) prior to the time of disclosure by Sellers has become within the public domain through no fault of Sellers, (b) is independently made available to a Seller in good faith by a third party who is not bound by a confidentiality agreement with Purchaser and/or any Affiliate of Purchaser, (c) is required to be disclosed by legal process or proceeding or in connection with completion of financial statements and filing of tax returns by Sellers, or (d) is disclosed by Sellers in connection with the defense or assertion of any claim hereunder or under the documents executed in connection herewith.

13.3. Agreement Not To Interfere With Relationships. Each Seller agrees, for a period of five (5) years following the Closing Date (or if this period is unenforceable, then for such period as shall be enforceable), not to interfere with or adversely affect Purchaser’s relationships in respect of the Business, or such relationships of any Affiliate of Purchaser, with any person, firm, association, corporation or other entity with whom the Company actually did business or had a personal contact prior to the Closing Date. Each Seller will not divert or change, or attempt to divert or change, any such relationship to the detriment of Purchaser and/or any Affiliate of Purchaser or to the benefit of any other person, firm, association, corporation or other entity.

13.4. Agreement Not To Solicit Employees. Each Seller will not, for a period of two (2) years following the Closing Date (or if this period is unenforceable, for such period as shall be enforceable), induce or seek to induce any employee of Purchaser and/or any Affiliate of Purchaser (other than either Stockholder or a family member of a Stockholder) to terminate his or her employment relationship with Purchaser and/or any Affiliate of Purchaser.

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13.5. Enforceability. The provisions of this Article 13 shall survive the Closing of the transactions contemplated in this Agreement. Each Seller agrees that because information possessed or obtained by Sellers is proprietary and confidential, Purchaser will suffer irreparable injury for which there is no adequate remedy at law if either Seller violates in any manner any covenant provided in this Article 13. Therefore, Purchaser shall be entitled to obtain a temporary restraining order without prior notice, an injunction and/or other equitable relief without posting security, in addition to all other remedies available to it to prevent breach of the provisions of this Article 13, or any part of it, and to secure the enforcement of such provisions.

ARTICLE 14

MISCELLANEOUS

14.1. Benefit and Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, their legal representatives, successors, and assignees. This Agreement may not be assigned by either party, except that Purchaser shall have the right to assign this Agreement to any entity controlled by Purchaser. No such assignment by Purchaser shall relieve Purchaser of its obligations hereunder.

14.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without application of conflicts of laws principles.

14.3. Specific Performance. Each party acknowledges and agrees that the other party or parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each party agrees that the other party or parties may be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter.

14.4. Expenses and Taxes. Except as otherwise provided herein, all expenses incurred in connection with this Agreement, or the transactions herein provided for, shall be paid by either Purchaser or Sellers, whichever incurs such expenses. Sellers shall pay all taxes imposed on Sellers under the laws applicable to the transfer of the Purchased Assets.

14.5. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Any party executing this Agreement by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.

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14.6. Headings. All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provision of this Agreement.

14.7. Amendment, Modification and Waiver. This Agreement may not be modified, amended or supplemented except by the written agreement of Purchaser and Sellers. Any party hereto may waive in writing any term or condition contained in this Agreement and intended to be for its benefit; provided, however, that no waiver by any party, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such term or condition. Each amendment, modification, supplement or waiver shall be in writing and signed by the party or parties to be charged.

14.8. Schedules. The Sellers shall be entitled to submit to the Purchaser at the Closing supplements to the Schedules hereto containing any matters or actions solely to the extent occurring after the date hereof (and not prohibited pursuant to the terms hereof) which, if occurring prior to the date hereof, would have been required to be set forth or described on such schedules, which shall update the representations and warranties as of the date hereof, and this Agreement shall be construed for all purposes of this Agreement (other than Section 12.1.4) as so updated; provided, however, that Purchaser shall have the right to terminate this Agreement as a result of any such update to the Schedules hereto to the extent provided in Section 12.1.4.

14.9. Entire Agreement. This Agreement and its exhibits, schedules and other documents expressly required to be delivered at Closing hereunder or delivered herewith represent the entire understanding of the parties as to the subject matter hereof and no provision or document of any kind shall be included in or form a part of this Agreement unless hereafter signed and delivered to the other party or parties by the party to be charged. The Agreement expressly supersedes the letter of intent dated as of January 18, 2013, each executed by Sellers and Purchaser. The Confidentiality Agreement shall bind the parties solely to the limited extent expressly set forth in this Agreement.

14.10. Sellers’ and Purchaser’s Acknowledgment. Sellers and Purchaser expressly agree and acknowledge that they have had sufficient time and opportunity to consider the terms of this Agreement and to consult an attorney of their choice and execute it with full knowledge and understanding of its contents and without having relied on any statement or representation by Purchaser or Sellers, their representatives or anyone retained by them, except as expressly stated herein.

14.11. Notices. All notices, demands and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested, postage prepaid, or if sent by overnight courier, or sent by written telecommunication, as follows:

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To Sellers:	MobileNet, Inc. 13000 Deerfield Parkway, Suite 325 Milton, Georgia 30004 and William J. Purdie III 1985 Birmingham Road Milton, Georgia 30004
With copy to:	Robert B. Goldberg, Esq. Ellis Funk, P.C. 3490 Piedmont Road, Suite 400 Atlanta, Georgia 30305 Fax: 404-233-2188
To Purchaser:	ORBCOMM Inc. 395 W. Passaic Street, Suite 325 Rochelle Park, NJ 07662 Attn: General Counsel Fax: (703) 433-6400

Any such notice shall be effective (a) if delivered personally, when received, (b) if sent by overnight courier, when receipted for, (c) if mailed, five (5) days after being mailed as described above, and (d) if sent by written telecommunication with confirmed receipt, when dispatched.

14.12. Disclaimer of Warranties. It is the explicit intent of each party hereto that the Parties are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including, but not limited to, any implied warranty or representation as to the value, condition, merchantability or suitability as to any of the Purchased Assets.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the date first above written.

ORBCOMM Inc.

By:

Its:

MobileNet, Inc.

By:

Its:

William J. Purdie III

Ruby W. Purdie

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Marc J. Eisenberg, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ORBCOMM Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2013

/s/ Marc J. Eisenberg
Name:	Marc J. Eisenberg
Title:	President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Robert G. Costantini, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ORBCOMM Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2013

/s/ Robert G. Costantini
Name:	Robert G. Costantini
Title:	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

I, Marc J. Eisenberg, President and Chief Executive Officer of ORBCOMM Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge:

(1) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2013 (the “Report”), filed with the U.S. Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2013

/s/ Marc J. Eisenberg

Marc J. Eisenberg

President and Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

I, Robert G. Costantini, Executive Vice President and Chief Financial Officer of ORBCOMM Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge:

(1) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2013 (the “Report”), filed with the U.S. Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2013

/s/ Robert G. Costantini

Robert G. Costantini

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

XML

Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Taxes [Line Items]
Income tax provision	$ 204	$ 402	$ 349	$ 796
Goodwill generated from the acquisitions	89	64	152	130
Unrecognized tax benefits	775		775
ORBCOMM Japan [Member]
Income Taxes [Line Items]
Income tax provision	204	402	349	796
Foreign income tax expense	$ 115	$ 338	$ 197	$ 666

XML

Satellite Network and Other Equipment

6 Months Ended

Jun. 30, 2013

Text Block [Abstract]

Satellite Network and Other Equipment

8. Satellite Network and Other Equipment

Satellite network and other equipment consisted of the following:

	Useful life (years)		June 30, 2013			December 31, 2012
Land			$	381		$	381
Satellite network		1-10		25,665			24,976
Capitalized software		3-7		3,890			3,009
Computer hardware		3		2,181			1,852
Other		2-7		2,285			1,703
Assets under construction				107,592			89,658
				141,994			121,579
Less: accumulated depreciation and amortization				(22,129	)		(20,371	)
			$	119,865		$	101,208

During the six months ended June 30, 2013 and 2012, the Company capitalized costs attributable to the design and development of internal-use software in the amount of $746 and $321, respectively. Depreciation and amortization expense for the three months ended June 30, 2013 and 2012 was $1,010 and $925, respectively. This includes amortization of internal-use software of $119 and $100 for the three months ended June 30, 2013 and 2012, respectively. Depreciation and amortization expense for the six months ended June 30, 2013 and 2012 was $2,011 and $1,678, respectively. This includes amortization of internal-use software of $228 and $180 for the six months ended June 30, 2013 and 2012, respectively.

Assets under construction primarily consist of milestone payments pursuant to procurement agreements which includes, the design, development, launch and other direct costs relating to the construction of the next-generation satellites (See Note 18) and upgrades to its infrastructure and ground segment.

During the three months ended June 30, 2013, the Company lost communications with one of its plane C satellites. The Company does not expect the loss of this satellite to materially affect its business.

For the year ended December 31, 2012, the Company adjusted satellite network and accumulated depreciation and amortization by $14,550 due to fully depreciated satellites that are no longer placed in service.

XML

Stock-based Compensation - Summary of Stock Appreciation Rights (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Time-Based Stock Appreciation Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance	3,422,967
Granted	311,000
Exercised	(165,200)
Forfeited or expired	(73,500)
Ending balance	3,495,267
Number of Shares, Exercisable	2,395,934
Number of Shares, Vested and expected to vest	3,495,267
Weighted-Average Exercise Price, Outstanding beginning balance	$ 3.72
Weighted-Average Exercise Price, Granted	$ 4.74
Weighted-Average Exercise Price, Exercised	$ 2.61
Weighted-Average Exercise Price, Forfeited or expired	$ 3.28
Weighted-Average Exercise Price, Outstanding ending balance	$ 4.12
Weighted-Average Exercise Price, Exercisable	$ 3.95
Weighted-Average Exercise Price, Vested and expected to vest	$ 4.12
Weighted-Average Remaining Contractual Term, Outstanding ending balance	7 years 29 days
Weighted-Average Remaining Contractual Term, Exercisable	6 years 1 month 2 days
Weighted-Average Remaining Contractual Term, Vested and expected to vest	7 years 29 days
Aggregate Intrinsic Value, Outstanding ending balance	$ 3,152
Aggregate Intrinsic Value, Exercisable	2,345
Aggregate Intrinsic Value, Vested and expected to vest	3,152
Performance-Based Stock Appreciation Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance	1,034,025
Granted	120,500
Exercised	(85,375)
Forfeited or expired	(123,437)
Ending balance	945,713
Number of Shares, Exercisable	825,213
Number of Shares, Vested and expected to vest	945,713
Weighted-Average Exercise Price, Outstanding beginning balance	$ 4.88
Weighted-Average Exercise Price, Granted	$ 4.20
Weighted-Average Exercise Price, Exercised	$ 2.96
Weighted-Average Exercise Price, Forfeited or expired	$ 3.30
Weighted-Average Exercise Price, Outstanding ending balance	$ 5.17
Weighted-Average Exercise Price, Exercisable	$ 5.32
Weighted-Average Exercise Price, Vested and expected to vest	$ 5.17
Weighted-Average Remaining Contractual Term, Outstanding ending balance	7 years 18 days
Weighted-Average Remaining Contractual Term, Exercisable	6 years 7 months 21 days
Weighted-Average Remaining Contractual Term, Vested and expected to vest	7 years 18 days
Aggregate Intrinsic Value, Outstanding ending balance	873
Aggregate Intrinsic Value, Exercisable	825
Aggregate Intrinsic Value, Vested and expected to vest	$ 873

XML

Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Revenues:
Service revenues	$ 13,517		$ 12,418		$ 27,407		$ 23,949
Product sales	5,042		3,901		7,872		8,249
Total revenues	18,559		16,319		35,279		32,198
Costs and expenses:
Costs of services	5,349	[1]	4,950	[1]	10,982	[1]	9,656	[1]
Costs of product sales	4,200	[1]	2,568	[1]	6,374	[1]	5,671	[1]
Selling, general and administrative	6,697	[1]	5,599	[1]	13,058	[1]	10,940	[1]
Product development	494	[1]	622	[1]	1,287	[1]	1,181	[1]
Acquisition-related costs	216	[1]	210	[1]	620	[1]	633	[1]
Total costs and expenses	16,956	[1]	13,949	[1]	32,321	[1]	28,081	[1]
Income from operations	1,603		2,370		2,958		4,117
Other income (expense):
Interest income	12		23		29		50
Other income (expense)	352		5		341		52
Gain on extinguishment of debt, net of expenses							1,062
Interest expense	(5)		(8)		(51)		(32)
Total other income (expense)	359		20		319		1,132
Income before income taxes	1,962		2,390		3,277		5,249
Income taxes	204		402		349		796
Net income	1,758		1,988		2,928		4,453
Less: Net income attributable to the noncontrolling interests	72		106		134		162
Net income attributable to ORBCOMM Inc.	1,686		1,882		2,794		4,291
Net income attributable to ORBCOMM Inc. common stockholders	$ 1,671		$ 1,865		$ 2,763		$ 4,255
Per share information-basic:
Net income attributable to ORBCOMM Inc.	$ 0.04		$ 0.04		$ 0.06		$ 0.09
Per share information-diluted:
Net income attributable to ORBCOMM Inc.	$ 0.03		$ 0.04		$ 0.06		$ 0.09
Weighted average common shares outstanding:
Basic	47,296		46,706		47,068		46,529
Diluted	48,430		47,146		48,309		47,049

[1] (1) Stock-based compensation included in costs and expenses: Costs of services $ 54 $ 70 $ 121 $ 114 Costs of product sales 24 1 47 9 Selling, general and administrative 496 352 992 623 Product development 20 43 60 64 $ 594 $ 466 $ 1,220 $ 810

XML

Overview

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Overview

1. Overview

ORBCOMM Inc. (“ORBCOMM” or the “Company”), a Delaware corporation, is a global wireless data communications company focused on machine-to-machine (“M2M”) communications. The Company’s services are designed to enable businesses and government agencies to track, monitor, and control and communicate with fixed and mobile assets. The Company operates a two-way global wireless data messaging system optimized for narrowband data communication. The Company also provides customers with technology to proactively monitor, manage and remotely control refrigerated transportation assets. This technology enables the Company to expand its global technology platform by transferring capabilities across new and existing vertical markets and deliver complementary products to our channel partners and resellers worldwide. The Company provides these services through a constellation of 25 owned low-Earth orbit, or LEO satellites, 2 AIS microsatellites and accompanying ground infrastructure, and also provides terrestrial-based cellular communication services through reseller agreements with major cellular wireless providers. The Company’s satellite-based system uses small, low power, fixed or mobile satellite subscriber communicators (“Communicators”) for connectivity, and cellular wireless subscriber identity modules, or SIMS that are connected to the cellular wireless providers’ networks, with these systems capable of being connected to other public or private networks, including the Internet (collectively, the “ORBCOMM System”).

XML

Stockholders' Equity

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Stockholders' Equity

15. Stockholders’ Equity

Series A convertible preferred stock

During the six months ended June 30, 2013, holders of the Series A convertible preferred stock converted 11,011 shares into 18,345 shares of the Company’s common stock. During the six months ended June 30, 2013, the Company issued dividends in the amount of 3,118 shares to the holders of the Series A convertible preferred stock. As of June 30, 2013, dividends in arrears were $15.

Common Stock

As of June 30, 2013, the Company has reserved 8,907,007 shares of common stock for future issuances related to employee stock compensation plans.

XML

Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Intangible Assets Goodwill And Other Assets [Line Items]
Weighted-average amortization period intangible assets			9 years 8 months 12 days
Amortization of intangible assets	$ 361	$ 256	$ 617	$ 512
Customer lists [Member]
Intangible Assets Goodwill And Other Assets [Line Items]
Weighted-average amortization period intangible assets			10 years
Patents and technology [Member]
Intangible Assets Goodwill And Other Assets [Line Items]
Weighted-average amortization period intangible assets			9 years 6 months
Trade names and Trademarks [Member]
Intangible Assets Goodwill And Other Assets [Line Items]
Weighted-average amortization period intangible assets			8 years 8 months 12 days

XML

Stock-based Compensation - Summary of Stock Options (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Shares, Outstanding beginning balance, Options	737,291
Number of Shares, Granted
Number of Shares, Exercised	(69,535)
Number of Shares, Forfeited or expired
Number of Shares, Outstanding ending balance	667,756
Number of Shares, Exercisable	667,756
Number of Shares, Vested and expected to vest	667,756
Weighted-Average Exercise Price, Outstanding beginning balance	$ 2.96
Weighted-Average Exercise Price, Granted
Weighted-Average Exercise Price, Exercised	$ 2.43
Weighted-Average Exercise Price, Forfeited or expired
Weighted-Average Exercise price, Outstanding ending balance	$ 3.02
Weighted-Average Exercise Price, Exercisable	$ 3.02
Weighted-Average Exercise Price, Vested and expected to vest	$ 3.02
Weighted-Average Remaining Contractual Term, Outstanding ending balance	9 months 11 days
Weighted-Average Remaining Contractual Term, Exercisable	9 months 11 days
Weighted-Average Remaining Contractual Term, Vested and expected to vest	9 months 11 days
Aggregate Intrinsic Value, Outstanding ending balance	$ 1,003
Aggregate Intrinsic Value, Exercisable	1,003
Aggregate Intrinsic Value, Vested and expected to vest	$ 1,003

XML

Restricted Cash

6 Months Ended

Jun. 30, 2013

Text Block [Abstract]

Restricted Cash

9. Restricted Cash

Restricted cash consists of the remaining cash collateral of $2,000 for a performance bond required by the FCC in connection with the construction, launch and operation of the 18 next-generation satellites that was authorized in the March 21, 2008 FCC Space Segment License modification. Under the terms of the performance bond, the cash collateral will be reduced in increments of $1,000 upon completion of specified milestones. The Company has classified the remaining $2,000 as a non-current asset at June 30, 2013 and December 31, 2012.

XML

Acquisitions - Summary of Estimated Fair Values of Purchase Price (Parenthetical) (Detail) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Loans At Acquisition Date [Line Items]
Common stock, shares issued	47,371,047	46,783,568
MobileNet [Member]
Loans At Acquisition Date [Line Items]
Common stock, shares issued	329,344
Common stock issued, per share	$ 4.96

XML

Net Income Attributable to ORBCOMM Inc. Common Stockholders - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted weighted average common shares outstanding	48,430,000	47,146,000	48,309,000	47,049,000
Series A convertible preferred stock in diluted weighted average common shares outstanding	260,044		260,044
Satcom International Group plc [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted weighted average common shares outstanding	880,633	440,245	981,524	520,914

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Summary of Revenues on Percentage Basis by Geographic Regions

The following table summarizes revenues on a percentage basis by geographic regions, based on the country in which the customer is located.

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
United States		85	%		81	%		86	%		80	%
Japan		8	%		16	%		9	%		17	%
Other		7	%		3	%		5	%		3	%
		100	%		100	%		100	%		100	%

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

18. Commitments and Contingencies

Procurement agreements in connection with next-generation satellites

On May 5, 2008, the Company entered into a procurement agreement with Sierra Nevada Corporation (“SNC”) pursuant to which SNC is constructing eighteen low-earth-orbit satellites in three sets of satellites (“shipsets”) for the Company’s next-generation satellites (the “Initial Satellites”). Under the agreement, SNC is also providing launch support services, a test satellite (excluding the mechanical structure), a satellite software simulator and the associated ground support equipment.

The total contract price for the Initial Satellites under the procurement agreement is $117,000, subject to reduction upon failure to achieve certain in-orbit operational milestones with respect to the Initial Satellites or if the pre-ship reviews of each shipset are delayed more than 60-120 days after the specified time periods described below. The Company has agreed to pay SNC up to $1,500 in incentive payments for the successful operation of the Initial Satellites five years following the successful completion of in-orbit testing for the third shipset of eight satellites.

On August 31, 2010, the Company entered into two additional task order agreements with SNC in connection with the procurement agreement discussed above. Under the terms of the launch vehicle changes task order agreement, SNC will perform the activities to launch eighteen of the Company’s next-generation satellites on a SpaceX Falcon 1e or Falcon 9 launch vehicle. The total price for the launch activities is cost reimbursable up to $4,110 that is cancelable by the Company, less a credit of $1,528. Any unused credit can be applied to other activities under the task order agreement or the original procurement agreement if application to the task order agreement becomes impossible or impracticable. Under the terms of the engineering change requests and enhancements task order agreement, SNC will design and make changes to each of the next-generation satellites in order to accommodate an additional payload-to-bus interface. The total price for the engineering changes requests is cost reimbursable up to $317. Both task order agreements are payable monthly as the services are performed, provided that with respect to the launch vehicle changes task order agreement, the credit in the amount of $1,528 will first be deducted against amounts accrued thereunder until the entire balance is expended.

On August 23, 2011, the Company and SNC entered into a definitive First Amendment to the procurement agreement (the “Amendment”). The Amendment amends certain terms of the procurement agreement dated May 5, 2008 and supplements or amends five separate task order agreements, dated as of May 20, 2010 (Task Order #1), August 31, 2010 (Task Orders #2 and #3), and December 15, 2010 (Task Orders #4 and #5) (collectively with Task Order #6, the “Task Orders”). On July 3, 2012, the Company and SNC entered into an additional task order agreement (“Task Order #06”) for SNC to perform final design work to enable additional payload components in satellites 3-18 to be re-programmable while in-orbit. The total price for the work under Task Order #6 is cost plus fixed fee of up to $521.

The Amendment modifies the milestone payment schedule under the procurement agreement dated May 5, 2008 but does not change the total contract price (excluding optional satellites and costs under the Task Orders) of $117,000. Payments under the Amendment extend into the second quarter of 2014, subject to SNC’s successful completion of each payment milestone.

The Amendment also settles the liquidated delay damages triggered under the procurement agreement dated May 5, 2008 and provides an ongoing mechanism for the Company to obtain pricing proposals to order up to thirty optional satellites substantially identical to the Initial Satellites for which firm fixed pricing previously had expired under the procurement agreement dated May 5, 2008.

As of June 30, 2013, the Company has made milestone payments of $58,500 under the agreement. The Company anticipates making payments under the agreement of approximately $22,230 during the remainder of 2013.

On December 21, 2012, the Company and Space Exploration Technologies Corp. (“SpaceX”) entered into a Launch Services Agreement (the “Falcon 9 Agreement”) pursuant to which SpaceX will provide launch services (the “Launch Services”) for the carriage into low-Earth-orbit of up to 17 ORBCOMM next-generation satellites currently being constructed by Sierra Nevada Corporation. Under the Falcon 9 Agreement, SpaceX will also provide to the Company satellite-to-launch vehicle integration and launch support services, as well as certain related optional services. The total price under the Falcon 9 Agreement (excluding any optional services) is $42,600 subject to certain adjustments, which reflects pricing agreed under the 2009 agreement for Launch Services discussed below. The amounts due under the Falcon 9 Agreement are payable by the Company in installments from the date of execution of the Falcon 9 Agreement through the performance of each Launch Service.

The Falcon 9 Agreement anticipates that the Launch Services for 17 Satellites will be performed between the third quarter of 2013 and the second quarter of 2014, subject to certain rights of ORBCOMM and SpaceX to reschedule the Launch Services as needed. Either the Company or SpaceX may postpone and reschedule either Launch Service based on satellite and launch vehicle readiness, among other factors, subject to the payment of certain fees by the party requesting or causing the delay following 6 months of delay with respect to either of the two Launch Services.

Both the Company and SpaceX have customary termination rights under the Falcon 9 Agreement, including for material breaches and aggregate delays beyond 365 days by the other party. The Company has the right to terminate either of the Launch Services subject to the payment of a termination fee in an amount that would be based on the date ORBCOMM exercises its termination right.

As of June 30, 2013, the Company has made milestone payments of $33,210 under the Falcon 9 Agreement. The Company anticipates making payments of approximately $7,040 during the remainder of 2013.

On August 28, 2009, the Company and Space Exploration Technologies Corp. (“SpaceX”) entered into a Commercial Launch Services Agreement (the “Agreement”) pursuant to which SpaceX will provide launch services (the “Launch Services”) using multiple SpaceX Falcon 1e launch vehicles for the carriage into low-Earth-orbit for the Company’s 18 next-generation commercial communications satellites currently being constructed by SNC. Under the Agreement, SpaceX will also provide to the Company launch vehicle integration and support services, as well as certain related optional services.

The total price under the Agreement (excluding any options or additional launch services) was $46,600, subject to certain adjustments. The amounts due under the Agreement were payable in periodic installments from the date of execution of the Agreement through the performance of each Launch Service.

On September 21, 2012, SpaceX and the Company entered into a Secondary Payload Launch Services Agreement totaling $4,000 of the original $46,600 to launch the next-generation prototype which occurred on October 7, 2012.

Airtime credits

In 2001, in connection with the organization of ORBCOMM Europe LLC and the reorganization of the ORBCOMM business in Europe, the Company agreed to grant certain country representatives in Europe approximately $3,736 in airtime credits. The Company has not recorded the airtime credits as a liability for the following reasons: (i) the Company has no obligation to pay the unused airtime credits if they are not utilized; and (ii) the airtime credits are earned by the country representatives only when the Company generates revenue from the country representatives. The airtime credits have no expiration date. Accordingly, the Company is recording airtime credits as services are rendered and these airtime credits are recorded net of revenues from the country representatives. For the three months ended June 30, 2013 and 2012, airtime credits used totaled approximately $7 and $8, respectively. For the six months ended June 30, 2013 and 2012, airtime credits used totaled approximately $15 and $16, respectively. As of June 30, 2013 and December 31, 2012, unused credits granted by the Company were approximately $2,113 and $2,128, respectively.

Litigation

From time to time, the Company is involved in various claims or litigation matters involving ordinary and routine claims incidental to its business. Management currently believes that the outcome of these proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s business, results of operations or financial condition.

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

17. Income taxes

For the three months ended June 30, 2013, the Company’s income tax provision was $204, resulting from a foreign income tax expense of $115 from income generated by ORBCOMM Japan operating in Japan and $89 of amortization of tax goodwill generated from acquisitions. For the three months ended June 30, 2012, the Company’s income tax provision was $402, resulting from a foreign income tax expense of $338 from income generated by ORBCOMM Japan and $64 of amortization of tax goodwill generated from acquisitions.

For the six months ended June 30, 2013, the Company’s income tax provision was $349, resulting from a foreign income tax expense of $197 from income generated by ORBCOMM Japan, and $152 of amortization of tax goodwill generated from acquisitions. For the six months ended June 30, 2012, the Company’s income tax provision was $796, resulting from a foreign income tax expense of $666 from income generated by ORBCOMM Japan and $130 of amortization of tax goodwill generated from acquisitions.

As of June 30, 2013 and 2012, the Company maintained a valuation allowance against all of its net deferred tax assets, excluding goodwill, attributable to operations in the United States and all other foreign jurisdictions, except for Japan, as the realization of such assets was not considered more likely than not.

As of June 30, 2013, the Company had unrecognized tax benefits of $775. There were no changes to the Company’s unrecognized tax benefits during the six months ended June 30, 2013. The Company is subject to U.S. federal and state examinations by tax authorities from 2008. The Company does not expect any significant changes to its unrecognized tax positions during the next twelve months.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized during the three and six months ended June 30, 2013.

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Acquisitions - Summary of Useful Lives of Customer Relationships Based on Customer Attrition (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Trade names and Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	5 years
GlobalTrak [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 500
GlobalTrak [Member] | Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years
Total intangible assets	380
GlobalTrak [Member] | Trade names and Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	5 years
Total intangible assets	70
GlobalTrak [Member] | Customer lists [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	5 years
Total intangible assets	50
MobileNet [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	3,460
MobileNet [Member] | Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years
Total intangible assets	730
MobileNet [Member] | Customer lists [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years
Total intangible assets	2,600
MobileNet [Member] | Trade names and trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	5 years
Total intangible assets	$ 130

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Satellite Network and Other Equipment (Tables)

6 Months Ended

Jun. 30, 2013

Text Block [Abstract]

Summary of Satellite Network and Other Equipment

Satellite network and other equipment consisted of the following:

	Useful life (years)		June 30, 2013			December 31, 2012
Land			$	381		$	381
Satellite network		1-10		25,665			24,976
Capitalized software		3-7		3,890			3,009
Computer hardware		3		2,181			1,852
Other		2-7		2,285			1,703
Assets under construction				107,592			89,658
				141,994			121,579
Less: accumulated depreciation and amortization				(22,129	)		(20,371	)
			$	119,865		$	101,208

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Basis of Presentation - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Basis Of Presentation [Line Items]
Acquisition-related costs	$ 216	[1]	$ 210	[1]	$ 620	[1]	$ 633	[1]
Maturity period of debt securities, stated					3 months
Maturity period of debt securities, ended					1 year
Warranty coverage on product sales estimated					1 year
StarTrak [Member]
Basis Of Presentation [Line Items]
Warranty coverage on product sales estimated					1 year

[1] (1) Stock-based compensation included in costs and expenses: Costs of services $ 54 $ 70 $ 121 $ 114 Costs of product sales 24 1 47 9 Selling, general and administrative 496 352 992 623 Product development 20 43 60 64 $ 594 $ 466 $ 1,220 $ 810

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Acquisitions - Summary of Supplemental Pro Forma Results of GlobalTrak and LMS (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Business Acquisition [Line Items]
Revenues	$ 1,686	$ 1,882	$ 2,794	$ 4,291
Net income attributable to ORBCOMM Inc.	1,671	1,865	2,763	4,255
GlobalTrak [Member]
Business Acquisition [Line Items]
Revenues	1,848	16,421	35,943
Net income attributable to ORBCOMM Inc.	146	1,383	2,123
Net Income Attributable to ORBCOMM Inc. Common Stockholders	146	1,365	2,092
GlobalTrak and LMS [Member]
Business Acquisition [Line Items]
Revenues				32,558
Net income attributable to ORBCOMM Inc.				3,882
Net Income Attributable to ORBCOMM Inc. Common Stockholders				$ 3,846

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Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2013

Stock-Based Compensation Expense

Company capitalized stock-based compensation of $51 and $36, respectively. The components of the Company’s stock-based compensation expense are presented below:

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Stock appreciation rights	$	350	$	368	$	766	$	661
Restricted stock units		206		98		365		149
Market performance units		38		—		89		—
Total	$	594	$	466	$	1,220	$	810

Fair Value of Stock Appreciation Rights Estimated Through Black-Scholes Option Pricing Model

The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR grants.

	Six months ended June 30,
	2013	2012
Risk-free interest rate	0.91% to $1.37%	0.86% to 1.41%
Expected life (years)	5.50 and 6.0	5.50 and 6.0
Estimated volatility factor	69.54% to 69.92%	72.36% to 74.67%
Expected dividends	None	None

Summary of Stock Options

A summary of the status of the Company’s stock options as of June 30, 2013 is as follows:

						Weighted-Average
						Remaining		Aggregate
	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		737,291		$	2.96
Granted		—			—
Exercised		(69,535	)		2.43
Forfeited or expired		—			—
Outstanding at June 30, 2013		667,756		$	3.02		0.78	$	1,003
Exercisable at June 30, 2013		667,756		$	3.02		0.78	$	1,003
Vested and expected to vest at June 30, 2013		667,756		$	3.02		0.78	$	1,003

Time-Based Stock Appreciation Rights [Member]

Summary of Stock Appreciation Rights

A summary of the Company’s time-based SARs for the six months ended June 30, 2013 is as follows:

	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		3,422,967		$	3.72
Granted		311,000			4.74
Exercised		(165,200	)		2.61
Forfeited or expired		(73,500	)		3.28
Outstanding at June 30, 2013		3,495,267		$	4.12		7.08	$	3,152
Exercisable at June 30, 2013		2,395,934		$	3.95		6.09	$	2,345
Vested and expected to vest at June 30, 2013		3,495,267		$	4.12		7.08	$	3,152

Summary of Restricted Stock Units

A summary of the Company’s time-based RSUs for the six months ended June 30, 2013 is as follows:

	Shares			Weighted-Average Grant Date Fair Value
Balance at January 1, 2013		88,821		$	3.12
Granted		65,270			3.83
Vested		—			—
Forfeited or expired		(58,821	)		3.57
Balance at June 30, 2013		95,270		$	3.33

Performance Units [Member]

Summary of Stock Appreciation Rights

A summary of the Company’s performance-based SARs for the six months ended June 30, 2013 is as follows:

						Weighted-Average
						Remaining		Aggregate
	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		1,034,025		$	4.88
Granted		120,500			4.20
Exercised		(85,375	)		2.96
Forfeited or expired		(123,437	)		3.30
Outstanding at June 30, 2013		945,713		$	5.17		7.05	$	873
Exercisable at June 30, 2013		825,213		$	5.32		6.64	$	825
Vested and expected to vest at June 30, 2013		945,713		$	5.17		7.05	$	873

Performance- Based Restricted Stock Units [Member]

Summary of Restricted Stock Units

A summary of the Company’s performance- based RSUs for the six months ended June 30, 2013 is as follows:

	Shares		Weighted-Average Grant Date Fair Value
Balance at January 1, 2013		—	$	—
Granted		256,000		3.89
Vested		—		—
Forfeited or expired		—		—
Balance at June 30, 2013		256,000	$	3.89

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Restricted Cash - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended			6 Months Ended
	Jun. 30, 2012	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Cash collateral [Member] Satellite
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash				$ 2,000
Authorized next generation satellites				18
Amount of cash collateral to be reduced upon completion of specified milestones	(1,025)			1,000
Restricted cash classified the remaining non-current asset		$ 2,000	$ 2,000

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Note Payable-Related Party - Additional Information (Detail) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013 USD ($)	Jun. 30, 2013 EUR (€)	Dec. 31, 2012 USD ($)	Dec. 31, 2012 EUR (€)
Debt Disclosure [Abstract]
Principal balance of the note payable		€ 1,138		€ 1,138
Carrying value note payable	$ 1,480		$ 1,503
Note payable estimated life	6 years	6 years

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Satellite Network and Other Equipment - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 1,010	$ 925	$ 2,011	$ 1,678
Accumulated depreciation and amortization	22,129		22,129		20,371
Capitalized software [Member]
Property, Plant and Equipment [Line Items]
Company capitalized costs attributable to the design and development of internal-use software			746	321
Amortization of internal-use software	119	100	228	180
Satellite network [Member]
Property, Plant and Equipment [Line Items]
Accumulated depreciation and amortization					$ 14,550

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Basis of Presentation - Customers with Accounts Receivable Greater than 10% (Detail) (Caterpillar Inc. [Member])	Jun. 30, 2013	Dec. 31, 2012
Caterpillar Inc. [Member]
Revenue, Major Customer [Line Items]
Customers with accounts receivable greater than 10%	35.20%	24.20%

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Accrued Liabilities - Components of Accrued Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Payables And Accruals [Abstract]
Accrued compensation and benefits	$ 2,368	$ 3,092
Warranty	2,401	2,762
Corporate income tax payable	172	843
Contingent earn-out amounts	801	320
AIS deployment and license agreement	188	216
Accrued satellite network and other equipment	216	1,559
Other accrued expenses	2,951	2,479
Total accrued liabilities	$ 9,097	$ 11,271

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Segment Information

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Information

16. Segment Information

The Company operates in one reportable segment, M2M data communications. Other than satellites in orbit, long-lived assets outside of the United States are not significant. The following table summarizes revenues on a percentage basis by geographic regions, based on the country in which the customer is located.

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
United States		85	%		81	%		86	%		80	%
Japan		8	%		16	%		9	%		17	%
Other		7	%		3	%		5	%		3	%
		100	%		100	%		100	%		100	%

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Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 1,758	$ 1,988	$ 2,928	$ 4,453
Other comprehensive income (loss), net of tax- Foreign currency translation adjustments	(47)	265	(201)	(190)
Other comprehensive income (loss)	(47)	265	(201)	(190)
Comprehensive income	1,711	2,253	2,727	4,263
Less comprehensive income (loss) attributable to noncontrolling interests	(58)	(240)	(149)	(217)
Comprehensive income attributable to ORBCOMM Inc.	$ 1,653	$ 2,013	$ 2,578	$ 4,046

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Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Statement Of Cash Flows [Abstract]
Cash acquired from acquisition	$ 1,037
Issuance of Senior Notes	$ 45,000

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Basis of Presentation

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to SEC rules. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

In the opinion of management, the financial statements as of June 30, 2013 and for the three and six month periods ended June 30, 2013 and 2012 include all adjustments (including normal recurring accruals) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

The financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries, and investments in variable interest entities in which the Company is determined to be the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The portions of majority-owned subsidiaries that the Company does not own are reflected as noncontrolling interests in the condensed consolidated balance sheets.

Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s condensed consolidated results of operations.

Although the Company owns interests in companies that it accounts for pursuant to the equity method, the investments in those entities had no carrying value as of June 30, 2013 and December 31, 2012. The Company has no guarantees or other funding obligations to those entities. The Company had no equity or losses of those investees for the three and six months ended June 30, 2013 and 2012.

When the Company does not exercise significant influence over the investee the investment is accounted under the cost method.

Acquisition costs

Acquisition-related costs directly relate to acquisitions. These costs include professional services expenses. For the three months ended June 30, 2013 and 2012, acquisition-related costs were $216 and $210, respectively. For the six months ended June 30, 2013 and 2012, acquisition-related costs were $620 and $633, respectively.

Fair Value of Financial instruments

The Company has no financial assets or liabilities that are measured at fair value on a recurring basis. However, if certain triggering events occur the Company is required to evaluate the non-financial assets for impairment and any resulting asset impairment would require that a non-financial asset be recorded at the fair value. FASB Topic ASC 820 “Fair Value Measurement Disclosure”, prioritizes inputs used in measuring fair value into a hierarchy of three levels: Level 1- unadjusted quoted prices for identical assets or liabilities traded in active markets, Level 2- inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3- unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions that market participants would use in pricing.

The carrying value of the Company’s financial instruments, including cash, accounts receivable, note receivable and accounts payable approximated their fair value due to the short-term nature of these items. The carrying value of the Senior Notes approximated its fair value due to the recent issuance (See Note 14). The fair value of the Note payable-related party is de minimis.

Marketable securities

Marketable securities consist of debt securities including U.S. government and agency obligations, corporate obligations and FDIC-insured certificates of deposit, which have stated maturities ranging from three months to less than one year. The Company classifies these securities as held-to-maturity since it has the positive intent and ability to hold until maturity. These securities are carried at amortized cost. The changes in the fair value of these marketable securities, other than impairment charges, are not reported in the consolidated financial statements. The fair value of the Company’s marketable securities approximates their carrying value (See Note 7).

Concentration of credit risk

The Company’s customers are primarily commercial organizations. Accounts receivable are generally unsecured.

Accounts receivable are due in accordance with payment terms included in contracts negotiated with customers. Amounts due from customers are stated net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts are past due, the customer’s current ability to pay its obligations to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they are deemed uncollectible.

The following table presents customers with revenues greater than 10% of the Company’s consolidated total revenues for the periods shown:

	Three Months ended						Six Months ended
	June 30,						June 30,
	2013			2012			2013			2012
Caterpillar Inc.		15.7	%		19.0	%		20.0	%		18.8	%
Komatsu Ltd.		11.5	%		12.1	%		12.1	%		11.8	%
Hitachi Construction Machinery Co., Ltd.		*			10.3	%		*			10.6	%

* Balance is less than 10% of consolidated revenues.

The following table presents customers with accounts receivable greater than 10% of the Company’s consolidated accounts receivable for the periods shown:

	June 30,			December 31,
	2013			2012
Caterpillar Inc.		35.2	%		24.2	%

The Company does not currently maintain in-orbit insurance coverage for its satellites to address the risk of potential systemic anomalies, failures or catastrophic events affecting its satellite constellation. If the Company experiences significant uninsured losses, such events could have a material adverse impact on the Company’s business.

Inventories

Inventories are stated at the lower of cost or market, determined on a first-in, first-out basis. Inventory consists primarily of raw materials and purchased parts to be utilized by its contract manufacturer. The Company reviews inventory quantities on hand and evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. A provision is made for potential losses on slow moving and obsolete inventories when identified.

Warranty costs

The Company accrues for one-year warranty coverage on product sales estimated at the time of sale based on historical costs to repair or replace products for customers compared to historical product revenues. The warranty accrual is included in accrued liabilities.

Accounting Pronouncements

In February 2013, FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of Accumulated Other Comprehensive Income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 is effective for interim and annual periods beginning after December 15, 2012 and is to be applied on prospective basis. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. On January 1, 2013, the Company adopted ASU 2013-02 and will disclose significant amounts reclassified out of AOCI as such transactions arise.

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Notes Payable - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified			3 Months Ended	6 Months Ended
	Jan. 04, 2013 6% secured promissory note [Member]	May 16, 2011 6% secured promissory note [Member]	Jun. 30, 2013 9.5% Senior secured notes [Member]	Jun. 30, 2013 9.5% Senior secured notes [Member]	Jun. 30, 2013 9.5% Senior secured notes [Member] Maximum [Member]	Jun. 30, 2013 9.5% Senior secured notes [Member] Minimum [Member]
Debt Obligations [Line Items]
Issuance of senior secured notes		$ 3,900	$ 45,000	$ 45,000
Note bore interest rate		6.00%	9.50%	9.50%
Senior secured notes maturity date				Jan. 04, 2018
Available liquidity			10,000	10,000
Leverage ratio					4.5	1.0
Debt issuance costs				1,313
Amortization of debt issuance costs			56	131
Issuance secured promissory rate		6.00%
Unpaid principal amount	$ 3,450

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Condensed Consolidated Statements of Changes in Equity (USD $) In Thousands, except Share data	Total USD ($)	LMS [Member] USD ($)	MobileNet [Member] USD ($)	Series A convertible Preferred stock [Member] USD ($)	Common stock [Member] USD ($)	Common stock [Member] LMS [Member] USD ($)	Common stock [Member] MobileNet [Member]	Additional paid-in capital [Member] USD ($)	Additional paid-in capital [Member] LMS [Member] USD ($)	Additional paid-in capital [Member] MobileNet [Member] USD ($)	Accumulated other comprehensive income [Member] USD ($)	Accumulated deficit [Member] USD ($)	Treasury stock [Member] USD ($)	Noncontrolling interests [Member] USD ($)
Beginning balances at Dec. 31, 2011	$ 170,577			$ 1,861	$ 46			$ 244,543			$ 1,352	$ (76,629)		$ (596)
Beginning balances, Shares at Dec. 31, 2011				186,265	45,668,527
Vesting of restricted stock units
Vesting of restricted stock units, Shares					120,000
Stock-based compensation	846							846
Conversion of Series A convertible preferred stock to common stock				(159)				159
Conversion of Series A convertible preferred stock to common stock, Shares				(15,861)	26,536
Issuance of common stock in connection with the purchase of noncontrolling ownership interests in Satcom	(199)							(395)			16			180
Issuance of common stock in connection with the acquisition		2,123				1			2,122
Issuance of common stock in connection with the purchase of noncontrolling ownership interests in Satcom, Shares					263,133
Issuance of common stock in connection with the acquisition, shares						645,162
Common stock redeemed through treasury from closing of escrow agreement	(96)												(96)
Common stock redeemed through treasury from closing of escrow agreement, Shares													(29,990)
Exercise of SARs					9,200
Series A convertible preferred stock dividend				36								(36)
Series A convertible preferred stock dividend, Shares				3,608
Net income	4,453											4,291		162
Foreign currency translation adjustments	(190)										(245)			55
Ending balances at Jun. 30, 2012	177,514			1,738	47			247,275			1,123	(72,374)	(96)	(199)
Ending balances, Shares at Jun. 30, 2012				174,012	46,732,558								(29,990)
Beginning balances at Dec. 31, 2012	182,388			1,612	47			248,469			633	(67,956)	(96)	(321)
Beginning balances, Shares at Dec. 31, 2012				161,359	46,783,568								(29,990)
Vesting of restricted stock units
Vesting of restricted stock units, Shares					83,821
Stock-based compensation	1,182							1,182
Conversion of Series A convertible preferred stock to common stock				(110)				110
Conversion of Series A convertible preferred stock to common stock, Shares				(11,011)	18,345
Issuance of common stock in connection with the acquisition			1,633							1,633
Issuance of common stock in connection with the acquisition, shares							329,344
Exercise of stock options	161							161
Exercise of stock options, Shares	69,535				69,535
Exercise of SARs					86,434
Series A convertible preferred stock dividend				31								(31)
Series A convertible preferred stock dividend, Shares				3,118
Net income	2,928											2,794		134
Foreign currency translation adjustments	(201)										(216)			15
Ending balances at Jun. 30, 2013	$ 188,091			$ 1,533	$ 47			$ 251,555			$ 417	$ (65,193)	$ (96)	$ (172)
Ending balances, Shares at Jun. 30, 2013				153,466	47,371,047								(29,990)

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Basis of Presentation - Customers with Revenues Greater than 10% (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Caterpillar Inc. [Member]
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items]
Customers with revenues greater than 10%	15.70%	19.00%	20.00%	18.80%
Komatsu Ltd. [Member]
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items]
Customers with revenues greater than 10%	11.50%	12.10%	12.10%	11.80%
Hitachi Construction Machinery Co., Ltd. [Member]
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items]
Customers with revenues greater than 10%		10.30%		10.60%

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Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Acquisition costs

Acquisition costs

Acquisition-related costs directly relate to acquisitions. These costs include professional services expenses. For the three months ended June 30, 2013 and 2012, acquisition-related costs were $216 and $210, respectively. For the six months ended June 30, 2013 and 2012, acquisition-related costs were $620 and $633, respectively.

Fair Value of Financial instruments

Fair Value of Financial instruments

The Company has no financial assets or liabilities that are measured at fair value on a recurring basis. However, if certain triggering events occur the Company is required to evaluate the non-financial assets for impairment and any resulting asset impairment would require that a non-financial asset be recorded at the fair value. FASB Topic ASC 820 “Fair Value Measurement Disclosure”, prioritizes inputs used in measuring fair value into a hierarchy of three levels: Level 1- unadjusted quoted prices for identical assets or liabilities traded in active markets, Level 2- inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3- unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions that market participants would use in pricing.

The carrying value of the Company’s financial instruments, including cash, accounts receivable, note receivable and accounts payable approximated their fair value due to the short-term nature of these items. The carrying value of the Senior Notes approximated its fair value due to the recent issuance (See Note 14). The fair value of the Note payable-related party is de minimis.

Marketable securities

Marketable securities

Marketable securities consist of debt securities including U.S. government and agency obligations, corporate obligations and FDIC-insured certificates of deposit, which have stated maturities ranging from three months to less than one year. The Company classifies these securities as held-to-maturity since it has the positive intent and ability to hold until maturity. These securities are carried at amortized cost. The changes in the fair value of these marketable securities, other than impairment charges, are not reported in the consolidated financial statements. The fair value of the Company’s marketable securities approximates their carrying value (See Note 7).

Concentration of credit risk

Concentration of credit risk

The Company’s customers are primarily commercial organizations. Accounts receivable are generally unsecured.

Accounts receivable are due in accordance with payment terms included in contracts negotiated with customers. Amounts due from customers are stated net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts are past due, the customer’s current ability to pay its obligations to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they are deemed uncollectible.

The following table presents customers with revenues greater than 10% of the Company’s consolidated total revenues for the periods shown:

	Three Months ended						Six Months ended
	June 30,						June 30,
	2013			2012			2013			2012
Caterpillar Inc.		15.7	%		19.0	%		20.0	%		18.8	%
Komatsu Ltd.		11.5	%		12.1	%		12.1	%		11.8	%
Hitachi Construction Machinery Co., Ltd.		*			10.3	%		*			10.6	%

* Balance is less than 10% of consolidated revenues.

The following table presents customers with accounts receivable greater than 10% of the Company’s consolidated accounts receivable for the periods shown:

	June 30,			December 31,
	2013			2012
Caterpillar Inc.		35.2	%		24.2	%

The Company does not currently maintain in-orbit insurance coverage for its satellites to address the risk of potential systemic anomalies, failures or catastrophic events affecting its satellite constellation. If the Company experiences significant uninsured losses, such events could have a material adverse impact on the Company’s business.

Inventories

Inventories

Inventories are stated at the lower of cost or market, determined on a first-in, first-out basis. Inventory consists primarily of raw materials and purchased parts to be utilized by its contract manufacturer. The Company reviews inventory quantities on hand and evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. A provision is made for potential losses on slow moving and obsolete inventories when identified.

Warranty costs

Warranty costs

The Company accrues for one-year warranty coverage on product sales estimated at the time of sale based on historical costs to repair or replace products for customers compared to historical product revenues. The warranty accrual is included in accrued liabilities.

Accounting Pronouncements

Accounting Pronouncements

In February 2013, FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of Accumulated Other Comprehensive Income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 is effective for interim and annual periods beginning after December 15, 2012 and is to be applied on prospective basis. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. On January 1, 2013, the Company adopted ASU 2013-02 and will disclose significant amounts reclassified out of AOCI as such transactions arise.

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Net Income Attributable to ORBCOMM Inc. Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Summary of Determination of Diluted Income Per Share, Excluding Potentially Dilutive Securities

The potentially dilutive securities excluded from the determination of diluted income per share, as their effect is antidilutive, are as follows:

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Series A convertible preferred stock		—		289,923		—		289,923
SARs		3,801,668		3,703,877		3,744,086		3,672,966
RSUs		57,159		67,434		35,229		29,007
Stock options		464,546		605,283		443,166		593,951
		4,323,373		4,666,517		4,222,481		4,585,847

Summary of Net Income Attributable to ORBCOMM Inc, Common Stockholders

The computation of net income attributable to ORBCOMM Inc. common stockholders is as follows for the three and six months June 30, 2013 and 2012.

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Net income attributable to ORBCOMM Inc.	$	1,686		$	1,882		$	2,794		$	4,291
Preferred stock dividends on Series A convertible preferred stock		(15	)		(17	)		(31	)		(36	)
Net income attributable to ORBCOMM Inc. common stockholders	$	1,671		$	1,865		$	2,763		$	4,255

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Deferred Revenues - Summary of Deferred Revenues (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Deferred Revenue Disclosure [Abstract]
Service activation fees	$ 2,865	$ 2,690
Prepaid services	1,985	1,331
Prepaid product revenues	773
Warranty revenues	324	332
Total deferred revenue	5,947	4,353
Less current portion	(3,787)	(2,394)
Long-term portion	$ 2,160	$ 1,959

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Deferred Revenues (Tables)

6 Months Ended

Jun. 30, 2013

Revenue Recognition [Abstract]

Summary of Deferred Revenues

Deferred revenues consisted of the following:

	June 30, 2013			December 31, 2012
Service activation fees	$	2,865		$	2,690
Prepaid services		1,985			1,331
Prepaid product revenues		773			—
Warranty revenues		324			332
		5,947			4,353
Less current portion		(3,787	)		(2,394	)
Long-term portion	$	2,160		$	1,959

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Accrued Liabilities - Summary of Accrued Warranty Obligations (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Payables And Accruals [Abstract]
Balance at January 1,	$ 2,762	$ 2,631
Warranty liabilities assumed from acquisitions	38	806
Amortization of fair value adjustment of warranty liabilities acquired through acquisitions	(13)	(148)
Warranty expense	140	197
Warranty charges	(526)	(307)
Balance at June 30,	$ 2,401	$ 3,179

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Stock-based Compensation - Summary of Restricted Stock Units (Detail) (USD $)	6 Months Ended
	Jun. 30, 2013
Time-based Restricted Stock Units [Member]
Performance Restricted Stock Units [Line Items]
Beginning balance	88,821
Granted	65,270
Vested
Forfeited or expired	(58,821)
Ending balance	95,270
Weighted-Average Grant Date Fair Value, beginning balance	$ 3.12
Weighted-Average Grant Date Fair Value, granted	$ 3.83
Weighted-Average Grant Date Fair Value, vested
Weighted-Average Grant Date Fair Value, Forfeited or expired	$ 3.57
Weighted-Average Grant Date Fair Value, ending balance	$ 3.33
Performance-based Restricted Stock Units [Member]
Performance Restricted Stock Units [Line Items]
Beginning balance
Granted	256,000
Vested
Forfeited or expired
Ending balance	256,000
Weighted-Average Grant Date Fair Value, beginning balance
Weighted-Average Grant Date Fair Value, granted	$ 3.89
Weighted-Average Grant Date Fair Value, vested
Weighted-Average Grant Date Fair Value, Forfeited or expired
Weighted-Average Grant Date Fair Value, ending balance	$ 3.89

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Satcom International Group plc ("Satcom") - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended	6 Months Ended
	Mar. 28, 2012	Jun. 30, 2013	Jun. 30, 2012
Business Acquisition [Line Items]
Gain on extinguishment of debt			$ 1,062
Satcom International Group plc [Member]
Business Acquisition [Line Items]
Noncontrolling ownership interests	48.00%
Purchase noncontrolling ownership interests	1,119
Cash	119
Issuance of common stock	263,133
Common stock per share price	$ 3.80
Transaction fees	80
Increase in noncontrolling interests		180
Increase in accumulated other comprehensive income		16
Decrease in additional paid-in capital		395
Payment made to note holders			253
Payment made to related-party creditor			43
Outstanding principal and accrued interest			1,340
Outstanding principal and accrued interest owed to the related-party			290
Gain on extinguishment of debt			1,062
Expenses related to extinguishment of debt			24
Payment made to trade creditor			128
Outstanding trade payables			256
Reduction in selling, general and administrative expenses			$ 128

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Acquisitions - Purchase Price Allocation for Acquisition (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
GlobalTrak [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	$ 1,037
Accounts receivable	343
Inventory	1,023
Other current assets	405
Equipment	13
Intangible assets	500
Total identifiable assets acquired	3,321
Accounts payable and accrued expenses	(912)
Deferred revenues	(1,707)
Total liabilities assumed	(2,619)
Net identifiable assets acquired	702
Goodwill	2,288
Total preliminary purchase price	2,990
MobileNet [Member]
Business Acquisition [Line Items]
Accounts receivable	363
Inventory	255
Other current assets	10
Intangible assets	3,460
Total identifiable assets acquired	4,088
Accrued expenses	(238)
Deferred revenues	(346)
Total liabilities assumed	(584)
Net identifiable assets acquired	3,504
Goodwill	2,872
Total preliminary purchase price	$ 6,376

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Allowances for doubtful accounts	$ 321	$ 300
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued	153,466	161,359
Preferred Stock, shares outstanding	153,466	161,359
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	47,371,047	46,783,568
Treasury stock, shares	29,990	29,990

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Stock-based Compensation

6 Months Ended

Jun. 30, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

5. Stock-based Compensation

The Company’s stock-based compensation plans consist of its 2006 Long-Term Incentives Plan (the “2006 LTIP”) and its 2004 Stock Option Plan. As of June 30, 2013, there were 3,447,001 shares available for grant under the 2006 LTIP and no shares available for grant under the 2004 Stock Option Plan.

For the three months ended June 30, 2013 and 2012 the Company recorded stock-based compensation expense of $594 and $466, respectively. For the three months ended June 30, 2013 and 2012, the Company capitalized stock-based compensation of $26 and $18, respectively. For the six months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $1,220 and $810, respectively. For the six months ended June 30, 2013 and 2012, the Company capitalized stock-based compensation of $51 and $36, respectively. The components of the Company’s stock-based compensation expense are presented below:

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Stock appreciation rights	$	350	$	368	$	766	$	661
Restricted stock units		206		98		365		149
Market performance units		38		—		89		—
Total	$	594	$	466	$	1,220	$	810

As of June 30, 2013, the Company had unrecognized compensation costs for stock appreciation rights and restricted stock units arrangements totaling $3,017.

Time-Based Stock Appreciation Rights

During the six months ended June 30, 2013, the Company granted 311,000 time-based SARs, which vest through June 2016. The weighted-average grant date fair value of these SARs was $2.94 per share.

A summary of the Company’s time-based SARs for the six months ended June 30, 2013 is as follows:

	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		3,422,967		$	3.72
Granted		311,000			4.74
Exercised		(165,200	)		2.61
Forfeited or expired		(73,500	)		3.28
Outstanding at June 30, 2013		3,495,267		$	4.12		7.08	$	3,152
Exercisable at June 30, 2013		2,395,934		$	3.95		6.09	$	2,345
Vested and expected to vest at June 30, 2013		3,495,267		$	4.12		7.08	$	3,152

For the three months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $328 and $210 relating to these SARs, respectively. For the six months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $644 and $388 relating to these SARs, respectively. As of June 30, 2013, $1,757 of total unrecognized compensation cost related to these SARs is expected to be recognized through June 2016.

The intrinsic value of the SARs exercised was $265 for the six months ended June 30, 2013.

Performance-Based Stock Appreciation Rights

During the six months ended June 30, 2013, the Company granted 120,500 performance-based SARs for 2013 financial and operational targets, which are expected to vest in the first quarter of 2014. As of June 30, 2013, the Company estimates that approximately 100% of the performance-based SARs will vest. The weighted-average grant date fair value of these SARs was $2.52 per share.

A summary of the Company’s performance-based SARs for the six months ended June 30, 2013 is as follows:

						Weighted-Average
						Remaining		Aggregate
	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		1,034,025		$	4.88
Granted		120,500			4.20
Exercised		(85,375	)		2.96
Forfeited or expired		(123,437	)		3.30
Outstanding at June 30, 2013		945,713		$	5.17		7.05	$	873
Exercisable at June 30, 2013		825,213		$	5.32		6.64	$	825
Vested and expected to vest at June 30, 2013		945,713		$	5.17		7.05	$	873

For the three months ended June 30, 2013 and 2012, the Company recorded stock-based compensation of $22 and $157 relating to these SARs, respectively. For the six months ended June 30, 2013 and 2012, the Company recorded stock-based compensation of $122 and $273 relating to these SARs, respectively. As of June 30, 2013, the Company had unrecognized compensation cost of $280 related to these SARs is expected to be recognized through the first quarter of 2014.

The intrinsic value of the SARs exercised was $107 for the six months ended June 30, 2013.

The fair value of each time and performance-based SAR award is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions described below for the periods indicated. For the six months ended June 30, 2012, the expected volatility was based on an average of the Company’s historical volatility over the expected terms of the SAR awards and the comparable publicly traded companies’ historical volatility. The Company uses the “simplified” method to determine the expected terms of SARs due to an insufficient history of exercises. Estimated forfeitures were based on voluntary and involuntary termination behavior as well as analysis of actual forfeitures. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR grants.

	Six months ended June 30,
	2013	2012
Risk-free interest rate	0.91% to $1.37%	0.86% to 1.41%
Expected life (years)	5.50 and 6.0	5.50 and 6.0
Estimated volatility factor	69.54% to 69.92%	72.36% to 74.67%
Expected dividends	None	None

Time-based Restricted Stock Units

During the six months ended June 30, 2013, the Company granted 65,270 time-based RSUs, which vest through December 2015.

A summary of the Company’s time-based RSUs for the six months ended June 30, 2013 is as follows:

	Shares			Weighted-Average Grant Date Fair Value
Balance at January 1, 2013		88,821		$	3.12
Granted		65,270			3.83
Vested		—			—
Forfeited or expired		(58,821	)		3.57
Balance at June 30, 2013		95,270		$	3.33

For the three months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $72 and $99 related to these RSUs, respectively. For the six months ended June 30, 2013 and 2012, the Company recorded stock-based compensation expense of $140 and $149 related to these RSUs, respectively. As of June 30, 2013, $208 of total unrecognized compensation cost related to these RSUs is expected to be recognized through December 2015.

Performance-based Restricted Stock Units

During the six months ended June 30, 2013, the Company granted 256,000 performance-based RSUs for 2013 financial and operational targets, which are expected to vest in the first quarter of 2014. As of June 30, 2013, the Company estimates that 100% of the performance targets will be achieved.

A summary of the Company’s performance- based RSUs for the six months ended June 30, 2013 is as follows:

	Shares		Weighted-Average Grant Date Fair Value
Balance at January 1, 2013		—	$	—
Granted		256,000		3.89
Vested		—		—
Forfeited or expired		—		—
Balance at June 30, 2013		256,000	$	3.89

For the three and six months ended June 30, 2013, the Company recorded stock-based compensation expense of $134 and $225 related to these RSUs, respectively. As of June 30, 2013, $772 of total unrecognized compensation cost related to these RSUs is expected to be recognized through the first quarter of 2014.

The fair value of the time-based and performance-based RSU awards are based upon the closing stock price of the Company’s common stock on the date of grant.

Performance Units

In December 2012, the Company granted Market Performance Units (“MPUs”) to its senior executives based on its stock price performance over a three-year period. The MPUs will vest at the end of each performance period only if the Company satisfies the stock price performance targets and continued employment by the senior executives through the dates the Compensation Committee has determined that the targets have been achieved. The value of the MPUs that will be earned each year ranges up to 15% of each of the senior executives 2013 base salary depending on the Company’s stock price performance target for that year. The value of the MPUs can be paid in either cash or common stock or a combination at the Company’s option. The MPUs are classified as a liability and are revalued at the end of reporting period based on the awards fair value over a three-year period.

As the MPUs contain both a performance and service condition, the MPUs have been treated as a series of three separate awards or tranches for purposes of recognizing stock-based compensation expense. The Company recognizes stock-based compensation expense on a tranche-by-tranche basis over the requisite service period for that specific tranche. The Company estimated the fair value of the MPUs granted using a Monte Carlo Simulation Model that used the following assumptions: risk-free interest rates of ranging from 0.12% to 0.56%, estimated volatility factor of 40% and no expected dividends. For the three and six months ended June 30, 2013, the Company recorded stock-based compensation relating to these MPUs of $38 and $89, respectively.

2004 Stock Option Plan

A summary of the status of the Company’s stock options as of June 30, 2013 is as follows:

						Weighted-Average
						Remaining		Aggregate
	Number of			Weighted-Average		Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(In thousands)
Outstanding at January 1, 2013		737,291		$	2.96
Granted		—			—
Exercised		(69,535	)		2.43
Forfeited or expired		—			—
Outstanding at June 30, 2013		667,756		$	3.02		0.78	$	1,003
Exercisable at June 30, 2013		667,756		$	3.02		0.78	$	1,003
Vested and expected to vest at June 30, 2013		667,756		$	3.02		0.78	$	1,003

The intrinsic value of the stock options exercised was $177 for the six months ended June 30, 2013.

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Condensed Consolidated Statements of Operations (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
(1) Stock-based compensation included in costs and expenses:
Stock-based compensation expense	$ 594	$ 466	$ 1,220	$ 810
Costs of services [Member]
(1) Stock-based compensation included in costs and expenses:
Stock-based compensation expense	54	70	121	114
Cost of product sales [Member]
(1) Stock-based compensation included in costs and expenses:
Stock-based compensation expense	24	1	47	9
Selling, general and administrative [Member]
(1) Stock-based compensation included in costs and expenses:
Stock-based compensation expense	496	352	992	623
Product development [Member]
(1) Stock-based compensation included in costs and expenses:
Stock-based compensation expense	$ 20	$ 43	$ 60	$ 64

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Net Income Attributable to ORBCOMM Inc. Common Stockholders - Summary of Determination of Diluted Income (Loss) Per Share, Excluding Potentially Dilutive Securities (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	4,323,373	4,666,517	4,222,481	4,585,847
Series A convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities		289,923		289,923
Stock appreciation rights [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	3,801,668	3,703,877	3,744,086	3,672,966
Restricted stock units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	57,159	67,434	35,229	29,007
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	464,546	605,283	443,166	593,951

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 46,094	$ 34,783
Marketable securities	31,917	27,969
Accounts receivable, net of allowances for doubtful accounts of $321 and $300	13,520	10,703
Inventories	4,272	3,748
Prepaid expenses and other current assets	2,408	1,484
Deferred tax assets	136	164
Total current assets	98,347	78,851
Satellite network and other equipment, net	119,865	101,208
Goodwill	19,900	14,740
Intangible assets, net	11,134	7,791
Restricted cash	2,195	2,195
Deferred tax assets	395	398
Other assets	2,721	1,583
Total assets	254,557	206,766
Current liabilities:
Accounts payable	2,765	2,899
Accrued liabilities	9,097	11,271
Current portion of deferred revenue	3,787	2,394
Total current liabilities	15,649	16,564
Note payable-related party	1,480	1,503
Note payable, net of current portion	45,000	3,398
Deferred revenue, net of current portion	2,160	1,959
Deferred tax liabilities	550	397
Other liabilities	1,627	557
Total liabilities	66,466	24,378
Commitments and contingencies
ORBCOMM Inc. stockholders' equity
Preferred Stock Series A, par value $0.001; 1,000,000 shares authorized; 153,466 and 161,359 shares issued and outstanding	1,533	1,612
Common stock, par value $0.001; 250,000,000 shares authorized; 47,371,047 and 46,783,568 shares issued	47	47
Additional paid-in capital	251,555	248,469
Accumulated other comprehensive income	417	633
Accumulated deficit	(65,193)	(67,956)
Less treasury stock, at cost, 29,990 shares at June 30, 2013 and December 31, 2012	(96)	(96)
Total ORBCOMM Inc. stockholders' equity	188,263	182,709
Noncontrolling interests	(172)	(321)
Total equity	188,091	182,388
Total liabilities and equity	$ 254,557	$ 206,766

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Stock-based Compensation - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended				3 Months Ended	6 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 2006 LTIP [Member]	Jun. 30, 2013 2004 Stock Option Plan [Member]	Jun. 30, 2013 Performance Units [Member]	Jun. 30, 2013 Performance Units [Member]	Dec. 31, 2012 Performance Units [Member]	Jun. 30, 2013 Performance Units [Member] Minimum [Member]	Jun. 30, 2013 Performance Units [Member] Maximum [Member]	Jun. 30, 2013 Time-Based Stock Appreciation Rights [Member]	Jun. 30, 2012 Time-Based Stock Appreciation Rights [Member]	Jun. 30, 2013 Time-Based Stock Appreciation Rights [Member]	Jun. 30, 2012 Time-Based Stock Appreciation Rights [Member]	Jun. 30, 2013 Time-based Restricted Stock Units [Member]	Jun. 30, 2012 Time-based Restricted Stock Units [Member]	Jun. 30, 2013 Time-based Restricted Stock Units [Member]	Jun. 30, 2012 Time-based Restricted Stock Units [Member]	Jun. 30, 2013 Performance-based Restricted Stock Units [Member]	Jun. 30, 2013 Performance-based Restricted Stock Units [Member]	Jun. 30, 2013 Performance-Based Stock Appreciation Rights [Member]	Jun. 30, 2012 Performance-Based Stock Appreciation Rights [Member]	Jun. 30, 2013 Performance-Based Stock Appreciation Rights [Member]	Jun. 30, 2012 Performance-Based Stock Appreciation Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant					3,447,001
Stock-based compensation expense	$ 594	$ 466	$ 1,220	$ 810			$ 38	$ 89				$ 328	$ 210	$ 644	$ 388	$ 72	$ 99	$ 140	$ 149	$ 134	$ 225	$ 22	$ 157	$ 122	$ 273
Stock based compensation, Capitalized	26	18	51	36
Unrecognized compensation costs for all share-based payment arrangements	3,017		3,017									1,757		1,757		208		208		772	772	280		280
Company granted time-based SARs														311,000				65,270			256,000			120,500
Company time-based SARs vesting period														Through June 2016
Weighted-average grant date fair value														$ 2.94										$ 2.52
Exercised intrinsic value						177						265		265								107		107
Shares vested																								100.00%
Percentage of shares vesting during period on stock units																					100.00%
Maximum percentage of MPUs for senior executives									15.00%
Risk-free interest rate of MPUs										0.12%	0.56%
Estimated volatility factor of MPUs								40.00%
Expected dividend of MPUs								$ 0

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Segment Information - Summary of Revenues on Percentage Basis by Geographic Regions (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Segment Information [Line Items]
Revenues on a percentage basis by geographic regions, based on the country	100.00%	100.00%	100.00%	100.00%
United States [Member]
Segment Information [Line Items]
Revenues on a percentage basis by geographic regions, based on the country	85.00%	81.00%	86.00%	80.00%
Japan [Member]
Segment Information [Line Items]
Revenues on a percentage basis by geographic regions, based on the country	8.00%	16.00%	9.00%	17.00%
Other [Member]
Segment Information [Line Items]
Revenues on a percentage basis by geographic regions, based on the country	7.00%	3.00%	5.00%	3.00%

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Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Customers with Revenues Greater than 10%

The following table presents customers with revenues greater than 10% of the Company’s consolidated total revenues for the periods shown:

	Three Months ended						Six Months ended
	June 30,						June 30,
	2013			2012			2013			2012
Caterpillar Inc.		15.7	%		19.0	%		20.0	%		18.8	%
Komatsu Ltd.		11.5	%		12.1	%		12.1	%		11.8	%
Hitachi Construction Machinery Co., Ltd.		*			10.3	%		*			10.6	%

* Balance is less than 10% of consolidated revenues.

Customers with Accounts Receivable Greater than 10%

The following table presents customers with accounts receivable greater than 10% of the Company’s consolidated accounts receivable for the periods shown:

	June 30,			December 31,
	2013			2012
Caterpillar Inc.		35.2	%		24.2	%

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Notes Payable

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Notes Payable

14. Notes Payable

$45,000 9.5% Senior Notes

On January 4, 2013, the Company issued $45,000 aggregate principal amount of Senior Notes (“Senior Notes”) due January 4, 2018. Interest is payable quarterly at a rate of 9.5% per annum. The Senior Notes are secured by a first priority security interest in substantially all of the Company’s and its subsidiaries’ assets. The covenants in the Senior Notes limits the Company’s ability to among other things to, incur additional indebtedness and liens, to sell, transfer, lease or otherwise dispose of the Company’s or subsidiaries assets, merge or consolidate with other companies. The Company is also required to obtain launch and one year in-orbit insurance for the next-generation satellites under the terms of the Senior Notes. The Company must also comply with a maintenance covenant of either having available liquidity of $10,000 (the sum of (a) cash and cash equivalents plus (b) the total amount available to be borrowed under a working capital facility) or a leverage ratio (consolidated total debt to consolidated adjusted EBITDA, adjusted for stock-based compensation, certain other non-cash items and other agreed upon other charges) of not more than 4.5 to 1.0. In connection with the issuance of the Senior Notes, the Company incurred approximately $1,313 of debt issuance costs, which will be amortized through January 4, 2018. For the three and six months ended June 30, 2013, the amortization of the debt issuance costs was $56 and $131, respectively. For the three and six months ended June 30, 2013, the Company capitalized all of the interest expense and amortization of the debt issuance costs to construction of the next-generation satellites.

As of June 30, 2013, the Company was in compliance with the covenants.

$3,900 6% Notes

On May 16, 2011, the Company issued a $3,900 6% secured promissory note to an existing lender and stockholder of Alanco. The note bore interest at 6.00% per annum. On January 4, 2013, the remaining unpaid principal amount of $3,450 and unpaid interest was repaid as a condition of the Company issuing the Senior Notes discussed above.

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Acquisitions - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Business Acquisition [Line Items]
Acquisition effective date			Apr. 01, 2013
Average closing price of distribution event			20 days
Potential earn-out amount payment, description	Within 30 days		Within 30 days
Discount percentage	19.00%		19.00%
Period for amount kept in escrow account	Up to fifteen months		Up to fifteen months
Common stock issuance term, description	20-day average closing price ending on the third trading day preceding the date of payment		20-day average closing price ending on the third trading day preceding the date of payment
Result of lower sales targets achievement than the targets			$ 950
Warranty coverage on accrued product			1 year
Percentage of the fuel sensor damages for the calculation of number of shares issuable to escrow agent	50.00%
MobileNet [Member]
Business Acquisition [Line Items]
Cash			3,203
Discount rate to reflect risk characteristics of intangible assets			24.00%
Earn-out payment			2,000
Potential earn-out amounts paid in common stock at Company's option			50.00%
Average closing price of distribution event			20 days
Potential earn-out amount payment, description	Contingent consideration payable by the Company to MobileNet if service revenues attributable to the MobileNet business for either of the two one year earn-out periods May 1, 2013 through April 30, 2014 and May 1, 2014 through April 30, 2015 are in excess of the specified baseline amount.		Contingent consideration payable by the Company to MobileNet if service revenues attributable to the MobileNet business for either of the two one year earn-out periods May 1, 2013 through April 30, 2014 and May 1, 2014 through April 30, 2015 are in excess of the specified baseline amount.
Liability for earn-out payment	1,539		1,539
Portion of earn-out in accrued liabilities	481		481
Portion of earn-out in other liabilities	1,058		1,058
Shares deposited into escrow account	164,672		164,672
MobileNet [Member] | Second Condition [Member]
Business Acquisition [Line Items]
Earn-out payment percentage			35.00%
MobileNet [Member] | First Condition [Member]
Business Acquisition [Line Items]
Earn-out payment percentage			50.00%
GlobalTrak [Member]
Business Acquisition [Line Items]
Cash			2,990
Cash deposited in escrow with third party escrow agent	500		500
Amount available to pay indemnification obligations	500		500
Acquisition effective date			Apr. 03, 2013
Discount rate to reflect risk characteristics of intangible assets			37.00%
Amount deposited in escrow account	500		500
Escrow disbursement agreement			one-half of the $500, less the aggregate amount of claims made by the Company against SPC six months from April 3, 2013
LMS [Member]
Business Acquisition [Line Items]
Cash			4,000
Portion of earn-out in accrued liabilities	320		320
Portion of earn-out in other liabilities	270		270
Shares deposited into escrow account	387,097		387,097
Period for amount kept in escrow account	Up to fifteen months		Up to fifteen months
Issuance of Company's common stock			645,162
Working capital adjustment	112
Additional consideration paid for contingent payments	3,950		3,950
Consideration paid for contingent payments based on achieving subscriber targets	3,000		3,000
Consideration paid for contingent payments based on achieving sales targets	950		950
LMS [Member]
Business Acquisition [Line Items]
Shares deposited into escrow account	166,611		166,611
Warranty Obligations [Member]
Business Acquisition [Line Items]
Coverage percentage of certain costs relating to fuel sensor warranty obligations	50.00%		50.00%
Relating to Fuel Sensor [Member]
Business Acquisition [Line Items]
Minimum amount of warranty expenses and fuel sensors to issue notice	600		600
Common stock share issued valued at per share	$ 3.001		$ 3.001
Portion of earn out in other liabilities	469		469
Gain on fair value of common stock	75	62	60	28
PAR [Member]
Business Acquisition [Line Items]
Amount released from escrow			843
Indemnification claim recorded in escrow account	$ 285		$ 285

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended		6 Months Ended	12 Months Ended	1 Months Ended				1 Months Ended					3 Months Ended		6 Months Ended		12 Months Ended	1 Months Ended
	Jul. 31, 2012	Jun. 30, 2013	Jun. 30, 2013 Falcon Nine Agreement [Member]	Jun. 30, 2013 Falcon Nine Agreement [Member] Satellite	Dec. 31, 2012 Falcon Nine Agreement [Member]	Sep. 21, 2012 Secondary Payload Launch Services Agreement [Member]	May 31, 2008 Procurement agreement [Member] SNC [Member]	Aug. 31, 2010 Procurement agreement [Member] SNC [Member]	May 05, 2008 Procurement agreement [Member] SNC [Member] Satellite	Aug. 31, 2009 Procurement agreement [Member] Space Exploration Technologies Corp. (SpaceX) [Member]	Jun. 30, 2013 Procurement agreement [Member] Space Exploration Technologies Corp. (SpaceX) [Member]	Dec. 31, 2012 Procurement agreement [Member] Space Exploration Technologies Corp. (SpaceX) [Member]	Aug. 31, 2010 Procurement agreement [Member] Launch activities [Member] SNC [Member]	Aug. 31, 2010 Procurement agreement [Member] Engineering changes [Member] SNC [Member]	Jun. 30, 2013 Procurement agreement [Member] Airtime [Member] Space Exploration Technologies Corp. (SpaceX) [Member]	Jun. 30, 2012 Procurement agreement [Member] Airtime [Member] Space Exploration Technologies Corp. (SpaceX) [Member]	Jun. 30, 2013 Procurement agreement [Member] Airtime [Member] Space Exploration Technologies Corp. (SpaceX) [Member]	Jun. 30, 2012 Procurement agreement [Member] Airtime [Member] Space Exploration Technologies Corp. (SpaceX) [Member]	Dec. 31, 2011 Procurement agreement [Member] Europe [Member] Airtime [Member] Space Exploration Technologies Corp. (SpaceX) [Member]	May 31, 2008 Minimum [Member] Procurement agreement [Member] SNC [Member]	May 31, 2008 Maximum [Member] Procurement agreement [Member] SNC [Member]
Long-term Purchase Commitment [Line Items]
Total contract price under agreement					$ 42,600	$ 4,000	$ 117,000			$ 46,600
Delayed shipset																				60 days	120 days
Incentive payments									1,500
Low-earth-orbit satellites									18
Cost reimbursable													4,110	317
Amount of credit available								1,528
Fixed fee included in price for the work task order	521
Milestone payments		58,500	33,210
Milestone payments during remainder		22,230	7,040
Number of Satellites anticipate to launch between the third quarter of 2013 and the second quarter of 2014				17
Credit provided															7	8	15	16	3,736
Unused credits granted											$ 2,113	$ 2,128

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Stock-based Compensation - Fair Value of Stock Appreciation Rights Estimated Through Black-Scholes Option Pricing Model (Detail) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Share Based Payment Award Stock Options Valuation Assumptions [Line Items]
Risk-free interest rate, Minimum	0.91%	0.86%
Estimated volatility factor, Minimum	69.54%	72.36%
Risk-free interest rate, Maximum	1.37%	1.41%
Estimated volatility factor, Maximum	69.92%	74.67%
Expected dividends
Maximum [Member]
Share Based Payment Award Stock Options Valuation Assumptions [Line Items]
Expected life (years)	6 years	6 years
Minimum [Member]
Share Based Payment Award Stock Options Valuation Assumptions [Line Items]
Expected life (years)	5 years 6 months	5 years 6 months

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Goodwill and Intangible Assets - Components of Goodwill (Detail) (USD $) In Thousands, unless otherwise specified			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 MobileNet [Member]	Jun. 30, 2013 GlobalTrak [Member]
Goodwill [Line Items]
Beginning balance	$ 19,900	$ 14,740
Addition resulting from the acquisition			2,872	2,288
Ending balance	$ 19,900	$ 14,740

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Overview - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013 Satellite Assets
Accounting Policies [Abstract]
Number of assets operated communications and broadcasting equipment	25
Number of micro satellites owned	2

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Components of Goodwill

Goodwill consisted of the following:

Balance at January 1, 2013	$	14,740
Addition resulting from the acquisition of MobileNet		2,872
Addition resulting from the acquisition of GlobalTrak		2,288
Balance at June 30, 2013	$	19,900

Components of Intangible Assets

The Company’s intangible assets consisted of the following:

		June 30, 2013							December 31, 2012
	Useful life			Accumulated							Accumulated
	(years)	Cost		amortization			Net		Cost		amortization			Net
Customer lists	5 and 10	$	6,470	$	(821	)	$	5,649	$	3,820	$	(776	)	$	3,044
Patents and technology	5 and 10		5,720		(1,070	)		4,650		4,610		(563	)		4,047
Trade names and trademarks	2, 5 and 10		1,060		(225	)		835		860		(160	)		700
		$	13,250	$	(2,116	)	$	11,134	$	9,290	$	(1,499	)	$	7,791

Estimated Amortization Expense for Intangible Assets

Estimated amortization expense for intangible assets subsequent to June 30, 2013 is as follows:

Years ending December 31,
Remainder of 2013	$	723
2014		1,415
2015		1,415
2016		1,415
2017		1,273
Thereafter		4,893
	$	11,134

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Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2013

Payables And Accruals [Abstract]

Components of Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

	June 30,		December 31,
	2013		2012
Accrued compensation and benefits	$	2,368	$	3,092
Warranty		2,401		2,762
Corporate income tax payable		172		843
Contingent earn-out amounts		801		320
AIS deployment and license agreement		188		216
Accrued satellite network and other equipment		216		1,559
Other accrued expenses		2,951		2,479
	$	9,097	$	11,271

Summary of Accrued Warranty Obligations

For the six months ended June 30, 2013 and 2012, changes in accrued warranty obligations consisted of the following:

	June 30,
	2013			2012
Balance at January 1,	$	2,762		$	2,631
Warranty liabilites assumed from acquisitions		38			806
Amortization of fair value adjustment of warranty liabilities acquired through acquisitions		(13	)		(148	)
Warranty expense		140			197
Warranty charges		(526	)		(307	)
Balance at June 30,	$	2,401		$	3,179

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Satcom International Group plc ("Satcom")

6 Months Ended

Jun. 30, 2013

Text Block [Abstract]

Satcom International Group plc ("Satcom")

4. Satcom International Group plc (“Satcom”)

On March 28, 2012, the Company purchased the remaining 48% noncontrolling ownership interests in its majority owned subsidiary, Satcom for $1,119. The consideration consisted of: (i) $119 in cash and (ii) the issuance of 263,133 shares of the Company’s common stock (valued at $3.80 per share, which reflects the Company’s common stock opening stock price on March 28, 2012). The Company incurred transaction fees of $80 which was recorded as a reduction to additional paid-in capital. As a result, the noncontrolling interests and accumulated other comprehensive income increased by $180 and $16, respectively, and additional paid-in capital decreased by $395.

Concurrently, Satcom paid $253 to its note holders, which included $43 to a creditor of Satcom who is a related-party serving as the Company’s Chairman of the Board of Directors, in exchange for a waiver and release of all outstanding principal and accrued interest previously recorded in accrued liabilities totaling $1,340, which included $290 owed to the related-party. As a result, the Company recognized a gain on extinguishment of debt of $1,062, net of expenses of $24 in other income (expense) in its condensed consolidated statements of operations, for the difference between the payments made and the net carrying amounts of the outstanding principal and accrued interest for the six months ended June 30, 2012. Further, Satcom also paid $128 to a trade creditor in exchange for a waiver and release of the outstanding trade payables totaling $256. As a result, the Company reduced selling, general and administrative expenses by $128 in its condensed consolidated statements of operations for the six months ended June 30, 2012.

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Satellite Network and Other Equipment - Summary of Satellite Network and Other Equipment (Detail) (USD $) In Thousands, unless otherwise specified							6 Months Ended				6 Months Ended				6 Months Ended			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Land [Member]	Dec. 31, 2012 Land [Member]	Jun. 30, 2013 Satellite network [Member]	Dec. 31, 2012 Satellite network [Member]	Jun. 30, 2013 Satellite network [Member] Minimum [Member]	Jun. 30, 2013 Satellite network [Member] Maximum [Member]	Jun. 30, 2013 Capitalized software [Member]	Dec. 31, 2012 Capitalized software [Member]	Jun. 30, 2013 Capitalized software [Member] Minimum [Member]	Jun. 30, 2013 Capitalized software [Member] Maximum [Member]	Jun. 30, 2013 Computer hardware [Member]	Dec. 31, 2012 Computer hardware [Member]	Jun. 30, 2013 Computer hardware [Member] Maximum [Member]	Jun. 30, 2013 Other [Member]	Dec. 31, 2012 Other [Member]	Jun. 30, 2013 Other [Member] Minimum [Member]	Jun. 30, 2013 Other [Member] Maximum [Member]	Jun. 30, 2013 Assets under construction [Member]	Dec. 31, 2012 Assets under construction [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life							1 year	10 years			3 years	7 years			3 years			2 years	7 years
Property, plant and equipment, gross	$ 141,994	$ 121,579	$ 381	$ 381	$ 25,665	$ 24,976			$ 3,890	$ 3,009			$ 2,181	$ 1,852		$ 2,285	$ 1,703			$ 107,592	$ 89,658
Less: accumulated depreciation and amortization	(22,129)	(20,371)				(14,550)
Property, plant and equipment, net, total	$ 119,865	$ 101,208

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2013

Summary of Estimated Fair Values of Purchase Price

The following table summarizes the preliminary fair values of the purchase price:

Cash	$	3,203
Issuance of 329,344 shares of common stock (valued at $4.96 per share, which reflects the Company’s common stock closing price on April 1, 2013)		1,634
Fair value of contingent earn-out amounts		1,539
Total	$	6,376

Summary of Supplemental Pro Forma Results of GlobalTrak and LMS

The net income attributable to common stockholders of the combined entity had the acquisition dates been January 1, 2012, are as follows:

			Net Income Attributable to ORBCOMM Inc.		Net Income Attributable to
	Revenues				ORBCOMM Inc. Common Stockholders
Actual from April 4, 2013 to June 30, 2013 (GlobalTrak)	$	1,848	$	146	$	146
Supplemental pro forma for the three months ended June 30, 2012 (GlobalTrak)	$	16,421	$	1,383	$	1,365
Supplemental pro forma for the six months ended June 30, 2013 (GlobalTrak)	$	35,943	$	2,123	$	2,092
Supplemental pro forma for the six months ended June 30, 2012 (GlobalTrak and LMS)	$	32,558	$	3,882	$	3,846

GlobalTrak [Member]

Purchase Price Allocation for Acquisition

The preliminary estimated purchase price allocation for the acquisition is as follows:

Cash and cash equivalents	$	1,037
Accounts receivable		343
Inventory		1,023
Other current assets		405
Equipment		13
Intangible assets		500
Total identifiable assets acquired		3,321
Accounts payable and accrued expenses		(912	)
Deferred revenues		(1,707	)
Total liabilities assumed		(2,619	)
Net identifiable assets acquired		702
Goodwill		2,288
Total preliminary purchase price	$	2,990

Summary of Useful Lives of Customer Relationships Based on Customer Attriation

The remaining useful lives of the technology and trade names and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets.

	Estimated useful life (in years)		Amount
Technology		10	$	380
Trade names and trademarks		5		70
Customer lists		5		50
			$	500

MobileNet [Member]

Purchase Price Allocation for Acquisition

The preliminary estimated purchase price allocation for the acquisition is as follows:

Accounts receivable	$	363
Inventory		255
Other current assets		10
Intangible assets		3,460
Total identifiable assets acquired		4,088
Accrued expenses		(238	)
Deferred revenues		(346	)
Total liabilities assumed		(584	)
Net identifiable assets acquired		3,504
Goodwill		2,872
Total preliminary purchase price	$	6,376

Summary of Useful Lives of Customer Relationships Based on Customer Attriation

The remaining useful lives of customer relationships were based on the customer attrition and the projected economic benefit of these customers.

	Estimated useful life (in years)		Amount
Customer lists		10	$	2,600
Technology		10		730
Trademarks		5		130
			$	3,460

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Basis of Presentation - Customers with Revenues Greater than 10% (Parenthetical) (Detail)	Jun. 30, 2013
Segment Reporting [Abstract]
Customers with revenues less than 10%	10.00%

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Marketable Securities

6 Months Ended

Jun. 30, 2013

Investments Debt And Equity Securities [Abstract]

Marketable Securities

7. Marketable Securities

As of June 30, 2013 and December 31, 2012, the marketable securities are recorded at amortized cost which approximates fair market value which was based on Level 1 inputs. All investments mature in one year or less.

	June 30, 2013						December 31, 2012
			Gross		Gross				Gross		Gross
	Fair		Unrealized		Unrealized		Fair		Unrealized		Unrealized
	Value		Losses		Gains		Value		Losses		Gains
U.S. government and agency obligations	$	23,017	$	1	$	—	$	13,557	$	—	$	—
Corporate obligations		7,499		—		—		8,925		7		—
FDIC-insured certificates of deposit		1,399		1		—		5,479		1		—
	$	31,915	$	2	$	—	$	27,961	$	8	$	—

The Company would recognize an impairment loss when the decline in the estimated fair value of a marketable security below the amortized cost is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration of time and the severity to which the fair value has been less than the amortized cost, any adverse changes in the issuer’s financial conditions and the Company’s intent to sell or whether it is more likely than not that it would be required to sell the marketable security before its anticipated recovery. Investments with unrealized losses have been in an unrealized loss position for less than a year.

As of June 30, 2013 and December 31, 2012, the gross unrealized losses of $2 and $8, respectively, were primarily due to changes in interest rates and not credit quality of the issuer. Accordingly, the Company has determined that the gross unrealized losses are not other-than-temporary at June 30, 2013 and there has been no recognition of impairment losses in its condensed consolidated statements of operations for the six months ended June 30, 2013.

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Stockholders' Equity - Additional Information (Detail) (USD $)	6 Months Ended
	Jun. 30, 2013
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuances	8,907,007
Series A convertible preferred stock [Member]
Class of Stock [Line Items]
Preferred stock, conversion basis	11,011
Common stock, conversion basis	18,345
Preferred stock dividends, shares	3,118
Preferred stock, amount of preferred dividends in arrears	$ 15

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Acquisitions

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

GlobalTrak

Effective on the close of business on April 3, 2013, the Company completed the acquisition of certain assets and liabilities of GlobalTrak, a division of System Planning Corporation (“SPC”), pursuant to an Asset Purchase Agreement (“GlobalTrak Asset Purchase Agreement”) dated as of March 13, 2013. The consideration paid to acquire GlobalTrak was $2,990 in cash, including a preliminary working capital adjustment, of which $500 was deposited in escrow with a third party escrow agent. The $500 is available to pay indemnification obligations of SPC to the Company primarily relating for breaches of representations and warranties made by SPC. As this acquisition was effective on April 3, 2013, the results of operations of GlobalTrak are included in the condensed consolidated financial statements beginning April 4, 2013.

Preliminary Estimated Purchase Price Allocation

The total preliminary estimated purchase price was allocated to the net assets acquired based upon their preliminary estimated fair values as of the close of business on April 3, 2013 as set forth below. The excess of the preliminary purchase price over the preliminary net assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a preliminary valuation and the estimates and assumptions are subject to change. The areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain assets and liabilities, including intangible assets, goodwill and the final working capital adjustment. The Company anticipates finalizing the purchase price allocation by the end of the first quarter of 2014. The preliminary estimated purchase price allocation for the acquisition is as follows:

Cash and cash equivalents	$	1,037
Accounts receivable		343
Inventory		1,023
Other current assets		405
Equipment		13
Intangible assets		500
Total identifiable assets acquired		3,321
Accounts payable and accrued expenses		(912	)
Deferred revenues		(1,707	)
Total liabilities assumed		(2,619	)
Net identifiable assets acquired		702
Goodwill		2,288
Total preliminary purchase price	$	2,990

Intangible Assets

The fair values of the technology and trade names and trademarks were estimated using a relief from royalty method under the income approach based on discounted cash flows. A discount rate of 37% was selected to reflect risk characteristics of these intangible assets. The discount rate was applied to the projected cash flows associated with the assets in order to value the intangible assets. The remaining useful lives of the technology and trade names and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets.

	Estimated useful life (in years)		Amount
Technology		10	$	380
Trade names and trademarks		5		70
Customer lists		5		50
			$	500

Goodwill

The acquisition of GlobalTrak gives the Company access to a customer base that includes military, international, government and commercial customers as well as expanded reach in growing regions, such as the Middle East, Asia and South America. These factors contributed to a preliminary estimated purchase price resulting in the recognition of goodwill. The acquired goodwill is deductible for income tax purposes.

Indemnification Asset

In connection with the GlobalTrak Asset Purchase Agreement, the Company entered into an escrow agreement with SPC and an escrow agent. Under the terms of this escrow agreement, $500 was placed in an escrow account for up to fifteen months to fund any indemnification obligations to the Company primarily relating for breaches of representations and warranties made by SPC. Under the terms of the escrow agreement, SPC will be entitled to receive one-half of the $500, less the aggregate amount of claims made by the Company against SPC six months from April 3, 2013. In the event that the Company believes that an indemnity obligation of SPC has arisen under the GlobalTrak Asset Purchase Agreement, the Company shall have the right to provide written notice to the escrow agent and SPC setting forth a description of the claim and the amount of cash to be distributed to the Company from the escrow account. As of June 30, 2013, the Company has not recorded an indemnification asset for any indemnity obligations of SPC arising under the GlobalTrak Asset Purchase Agreement. The Company will continue to evaluate if there are any indemnity obligations of SPC arising under the GlobalTrak Asset Purchase Agreement during the remainder of the measurement period.

Pre-Acquisition Contingencies

The Company has evaluated and continues to evaluate pre-acquisition contingencies related to GlobalTrak that existed as of the acquisition date. If any pre-acquisition contingencies that were acquired as part of the acquisition become probable and estimable, the Company will record such amounts in the measurement period or the Company’s results of operations, as applicable.

MobileNet, Inc.

Effective on the close of business on April 1, 2013, the Company completed the acquisition of substantially all of the assets of MobileNet, Inc. (“MobileNet”), pursuant to an Asset Purchase Agreement (the “MobileNet Asset Purchase Agreement”) dated as of March 13, 2013. As this acquisition was effective on April 1, 2013, the results of operations of MobileNet are included in the condensed consolidated financial statements beginning April 2, 2013, however the impact of this acquisition was not material to the Company’s condensed consolidated results of operations.

The consideration paid by the Company on closing consisted of $3,203 in cash, subject to a final working capital adjustment specified in the MobileNet Asset Purchase Agreement and the issuance of 329,344 shares of the Company’s common stock (valued at $4.96 per share, which reflects the Company’s common stock closing price on April 1, 2013), of which 164,672 shares of common stock were placed into an escrow account for up to fifteen months from closing to fund any indemnification obligations to the Company primarily relating for breaches of representations and warranties made by MobileNet.

In addition to the consideration paid at closing, the MobileNet Asset Purchase Agreement provides for contingent consideration payable by the Company to MobileNet if service revenues attributable to the MobileNet business for either of the two one year earn-out periods May 1, 2013 through April 30, 2014 and May 1, 2014 through April 30, 2015 are in excess of the specified baseline amount. In that event, the Company has agreed to pay to MobileNet an amount equal to (i) 50% of the first $2,000 of such excess amount for the applicable earn-out period and (ii) 35% of any amount of such excess amount for the applicable earn-out period which is greater than $2,000. Up to 50% of any potential earn-out amounts can be paid in common stock at the Company’s option. Any shares of common stock to be issued will be based on the 20-day average closing price of the common stock prior to the last trading day of the earn-out period. At the acquisition date, the Company recorded a liability of $1,539 for the estimated value of the earn-out amounts.

The following table summarizes the preliminary fair values of the purchase price:

Cash	$	3,203
Issuance of 329,344 shares of common stock (valued at $4.96 per share, which reflects the Company’s common stock closing price on April 1, 2013)		1,634
Fair value of contingent earn-out amounts		1,539
Total	$	6,376

Contingent earn-out consideration

The estimated fair value of the contingent earn-out amounts was determined based on the Company’s preliminary estimates using weighted probabilities to achieve the service revenues attributable to the MobileNet business for either of the two one year earn-out periods May 1, 2013 through April 30, 2014 and May 1, 2014 through April 30, 2015. The Company estimated the fair value of the contingent earn-out amounts using a probability-weighted discounted cash flow models discounted at 19%. The Company has recorded a liability for the estimated fair value of the contingent earn-out consideration. The fair value measurements are based on significant inputs not observed in the market and thus represents a Level 3 measurement. Any change in the fair value of the contingent earn-out amounts subsequent to the acquisition date, including changes from events after the acquisition date, will be recognized in earnings in the period the estimated fair value changes. Achievement of the service revenues lower than the targets will result in less being paid out. Achievement below certain thresholds will reduce the liability to zero. As of June 30, 2013 $481 is included in accrued liabilities and $1,058 is included in other liabilities in the condensed consolidated balance sheet.

Preliminary Estimated Purchase Price Allocation

The total preliminary estimated purchase price was allocated to the net assets acquired based upon their preliminary estimated fair values as of the close of business on April 1, 2013 as set forth below. The excess of the preliminary purchase price over the preliminary net assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a preliminary valuation and the estimates and assumptions are subject to change. The areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain assets and liabilities, including contingent consideration, deferred revenues, intangible assets, goodwill and the final working capital adjustment. The Company anticipates finalizing the purchase price allocation by the end of the first quarter of 2014. The preliminary estimated purchase price allocation for the acquisition is as follows:

Accounts receivable	$	363
Inventory		255
Other current assets		10
Intangible assets		3,460
Total identifiable assets acquired		4,088
Accrued expenses		(238	)
Deferred revenues		(346	)
Total liabilities assumed		(584	)
Net identifiable assets acquired		3,504
Goodwill		2,872
Total preliminary purchase price	$	6,376

Intangible Assets

The fair values of the technology and trademarks were estimated using a relief from royalty method under the income approach based on discounted cash flows. The fair value of the customer lists was estimated based on an income approach using the excess earnings method. A discount rate of 24% was selected to reflect risk characteristics of these intangible assets. The discount rate was applied to the projected cash flows associated with the assets in order to value the intangible assets. The remaining useful lives of the technology and trademarks were based on historical product development cycles, the projected rate of technology migration, a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer relationships were based on the customer attrition and the projected economic benefit of these customers.

	Estimated useful life (in years)		Amount
Customer lists		10	$	2,600
Technology		10		730
Trademarks		5		130
			$	3,460

Goodwill

The acquisition of MobileNet will enable the Company to offer MobileNet’s complete fleet management solution directly to original equipment manufacturers, dealers and fleet owners. These factors contributed to a preliminary estimated purchase price resulting in the recognition of goodwill. The acquired goodwill is deductible for income tax purposes.

Indemnification Asset

In connection with the MobileNet Asset Purchase Agreement, the Company entered into an escrow agreement with MobileNet and an escrow agent. Under the terms of this escrow agreement, 164,672 shares of common stock were issued to MobileNet and placed in an escrow account for up to fifteen months to fund any indemnification obligations to the Company primarily relating for breaches of representations and warranties made by MobileNet. Under the terms of the escrow agreement, MobileNet will retain all rights and privileges of ownership of the common stock placed in the escrow account. Further subject to certain resale restrictions, MobileNet has the right to sell any of the common stock that was placed in escrow provided that all proceeds of any such sale are deposited directly with the escrow agent. In the event that the Company believes that an indemnity obligation of MobileNet has arisen under the MobileNet Asset Purchase Agreement, the Company shall have the right to provide written notice to the escrow agent and MobileNet setting forth a description of the distribution event and the number of shares of the Company’s common stock and or amount of cash to be distributed to the Company from the escrow account. The number of shares of common stock that the Company will direct the escrow agent to release to the Company from the escrow account will equal to the distribution event valued at the 20-day average closing price from April 1, 2013. As of June 30, 2013, the Company has not recorded an indemnification asset for any indemnity obligations of MobileNet arising under the MobileNet Asset Purchase Agreement. The Company will continue to evaluate if there are any indemnity obligations of MobileNet arising under the MobileNet Asset Purchase Agreement during the remainder of the measurement period.

Pre-Acquisition Contingencies

The Company has evaluated and continues to evaluate pre-acquisition contingencies related to MobileNet that existed as of the acquisition date. If any pre-acquisition contingencies that were acquired as part of the acquisition become probable and estimable, the Company will record such amounts in the measurement period or the Company’s results of operations, as applicable.

LMS

Effective on the close of business on January 12, 2012, the Company completed the acquisition of the assets of LMS, pursuant to an Asset Purchase Agreement dated as of December 23, 2011. As this acquisition was effective on January 12, 2012, the results of operations of LMS are included in the condensed consolidated financial statements beginning January 13, 2012.

The consideration paid by the Company to PAR on closing to acquire LMS consisted of $4,000 in cash, subject to a final working capital adjustment specified in the Asset Purchase Agreement and the issuance of 645,162 shares of the Company’s common stock, of which 387,097 shares of common stock were placed into an escrow account for up to fifteen months from closing to fund any indemnification obligations to the Company, including for breaches of representations and warranties made by PAR. During the three months ended June 30, 2013, the Company and PAR agreed to a working capital adjustment of $112 for amounts owed to the Company by PAR. This amount was recorded to other income in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2013 since the adjustment to the working capital exceeded the one-year measurement period.

In addition to the consideration paid at closing, the Asset Purchase Agreement provides for contingent payments of up to $3,950 payable post-closing by the Company to PAR. Up to $3,000 of the contingent payments will be payable based on achieving subscriber targets for calendar year 2012. For the year ended December 31, 2012, LMS did not achieve the subscriber targets. Up to $950 of the contingent payments will be payable based on achieving sales targets through 2014. Any potential earn-out amount can be paid in common stock, cash or a combination at the Company’s option. Any shares of common stock to be issued will be based on the 20-day average closing price ending on the third trading day preceding the date of payment. The potential earn-out amount for achieving the sales targets for any calendar year if earned will be paid within 30 days after the Company files its Form 10-K for years 2013 and 2014.

Contingent earn-out consideration

The estimated fair value of the contingent earn-out amount was determined based on the Company’s estimates using weighted probabilities to achieve the sales targets for calendar years 2013 through 2014. The Company estimated the fair value of the sales targets contingent earn-out amounts using a probability-weighted discounted cash flow model. The Company has recorded a liability for the estimated fair value of the contingent earn-out consideration. The fair value measurements are based on significant inputs not observed in the market and thus represents a Level 3 measurement. Any change in the fair value of the contingent earn-out amounts subsequent to the acquisition date, including changes from events after the acquisition date will be recognized in earnings in the period the estimated fair value changes. Achievement of the sales target lower than the target will result in less than the $950 being paid out. Achievement below certain thresholds will reduce the liability to zero. As of June 30, 2013, $320 is included in accrued liabilities and $270 is included in other liabilities in the condensed consolidated balance sheet.

Indemnification Asset

In connection with the asset purchase agreement, the Company entered into an escrow agreement with PAR and an escrow agent. Under the terms of this escrow agreement, 387,097 shares of common stock were issued to PAR and placed in an escrow account for up to fifteen months to fund any indemnification obligations to the Company, including for breaches of representations and warranties made by PAR. Under the terms of the escrow agreement, PAR will retain all rights and privileges of ownership of the common stock placed in the escrow account. Further subject to certain resale restrictions, PAR has the right to sell any of the common stock that was placed in escrow provided that all proceeds of any such sale are deposited directly with the escrow agent. In the event that the Company believes that an indemnity obligation of PAR has arisen under the asset purchase agreement, the Company had the right to provide written notice to the escrow agent and PAR setting forth a description of the distribution event and the number of shares of the Company’s common stock and or amount of cash to be distributed to the Company from the escrow account.

PAR and the Company have agreed to release $843 from escrow to PAR. The Company has recorded $285 for a claim made against PAR under the escrow agreement. The $285 was recorded to other income in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2013 since the resolution of the claim exceeded the one-year measurement period. The Company had not recorded an indemnification asset for any indemnity obligations of PAR arising under the asset purchase agreement through the measurement period.

Warranty Liabilities and Escrow Agreement

As a result of the acquisition of StarTrak on May 16, 2011, the Company recorded warranty obligations on StarTrak’s product sales, which provide for costs to replace or fix the product. One-year warranty coverage is accrued on product sales which provide for costs to replace or fix the product.

In connection with the acquisition, the Company entered into an escrow agreement with Alanco. Under the terms of the escrow agreement, 166,611 shares of common stock were issued to Alanco and placed in an escrow account to cover 50% of certain costs relating to fuel sensor warranty obligations incurred by the Company. In the event that the sum of (i) aggregate warranty expenses (other than for fuel sensors) and (ii) any fuel sensor damages directly expended or accrued on the StarTrak balance sheet from March 1, 2011 through March 1, 2012 exceeds $600, the Company shall have the right to provide written notice to the escrow agent and Alanco setting forth a description of the fuel sensor distribution event and the number of shares of the Company’s common stock to be distributed to the Company from the escrow account. The number of shares of common stock that the Company will direct the escrow agent to release to the Company from the escrow account will equal 50% of the fuel sensor damages (excluding the amount of damages that when added to the non-fuel sensor damages equals $600) incurred or suffered from June 1, 2011 through March 1, 2012, valued at $3.001 per share. The Company is in the process of finalizing the arrangement. As a result, the Company recorded $469 relating to the escrow agreement as an indemnification asset, which is included in other assets. For the three months ended June 30, 2013 and 2012, the Company recorded a loss of $75 and $62, respectively, and for the six months ended June 30, 2013 and 2012 recorded a gain of $60 and $28 on the fair value of the common stock held in escrow, which is recorded in selling, general and administrative expenses in the condensed consolidated statements of operations.

Pro Forma Results for the Acquisitions of GlobalTrak and LMS

The following table presents the unaudited pro forma results of GlobalTrak for the three months ended June 30, 2012 and the unaudited pro forma results of GlobalTrak and LMS for the six months ended June 30, 2013 and 2012 as though the companies had been combined as of the beginning of each of the periods presented. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of each period presented.

The supplemental pro forma revenues, net income attributable to ORBCOMM Inc. and the net income attributable to common stockholders for the period presented in the table below were adjusted to include the amortization of the intangible assets and income tax expense calculated from January 1, 2012 to the acquisition dates. Also the supplemental pro forma information was adjusted to exclude acquisition costs.

The amount of GlobalTrak’s revenues and net income included in the Company’s condensed consolidated statements of operations from the acquisition date to June 30, 2013 and GlobalTrak and LMS, net income attributable to ORBCOMM Inc. and the net income attributable to common stockholders of the combined entity had the acquisition dates been January 1, 2012, are as follows:

			Net Income Attributable to ORBCOMM Inc.		Net Income Attributable to
	Revenues				ORBCOMM Inc. Common Stockholders
Actual from April 4, 2013 to June 30, 2013 (GlobalTrak)	$	1,848	$	146	$	146
Supplemental pro forma for the three months ended June 30, 2012 (GlobalTrak)	$	16,421	$	1,383	$	1,365
Supplemental pro forma for the six months ended June 30, 2013 (GlobalTrak)	$	35,943	$	2,123	$	2,092
Supplemental pro forma for the six months ended June 30, 2012 (GlobalTrak and LMS)	$	32,558	$	3,882	$	3,846

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net income	$ 2,928	$ 4,453
Adjustments to reconcile net income to net cash provided by operating activities:
Change in allowance for doubtful accounts	21	31
Change in the fair value of acquisition-related contingent consideration		30
Amortization of the fair value adjustment related to StarTrak warranty liabilities	(13)	(148)
Depreciation and amortization	2,628	2,190
Stock-based compensation	1,220	810
Foreign exchange (gains) losses	57	(49)
Amortization of premium on marketable securities	170	382
Increase in fair value of indemnification assets	(60)	(34)
Deferred income taxes	170	150
Gain on extinguishment of debt and accounts payable		(1,214)
Amortization of transition shared services		106
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(2,802)	(1,994)
Inventories	877	833
Prepaid expenses and other assets	(609)	454
Accounts payable and accrued liabilities	(1,996)	(1,344)
Deferred revenue	(447)	556
Other liabilities	11	(91)
Net cash provided by operating activities	2,155	5,121
Cash flows from investing activities:
Capital expenditures	(21,623)	(8,595)
Purchases of marketable securities	(51,448)	(34,599)
Proceeds from maturities of marketable securities	47,330	36,808
Change in restricted cash		1,025
Net cash used in investing activities	(30,897)	(9,361)
Cash flows from financing activities
Proceeds received from issuance of $45,000 Senior Notes	45,000
Cash paid for debt issuance costs	(1,267)
Proceeds received from exercise of stock options	161
Purchase of noncontrolling ownership interests in Satcom International Group plc		(199)
Repayment of Satcom notes payable		(253)
Principal payments of note payable	(3,450)	(125)
Principal payments of capital leases	(117)	(228)
Net cash provided by (used in) financing activities	40,327	(805)
Effect of exchange rate changes on cash and cash equivalents	(274)	(197)
Net increase (decrease) in cash and cash equivalents	11,311	(5,242)
Cash and cash equivalents:
Beginning of period	34,783	35,061
End of period	46,094	29,819
Cash paid for
Interest	2,119	110
Income taxes	887	753
Noncash investing and financing activities:
Capital expenditures incurred not yet paid	664	487
Stock-based compensation included in capital expenditures	51	36
Series A convertible preferred stock dividend paid in-kind	31	36
Issuance of common stock in connection with the acquisition of LMS		2,123
Unpaid debt issuance costs included in accrued liabilities	46
Issuance of common stock in connection with the purchase of Satcom's shares from noncontrolling ownership interests		1,000
AIS satellites accounted for as a capital lease		903
Acquisition-related contingent consideration	1,539	740
Common stock redeemed in treasury stock from closing of escrow agreement		96
Fair value adjustment relating to the StarTrak warranty liabilities from finalizing the purchase price allocation		523
Gateway and components recorded in inventory in prior years which were used for construction under satellite network and other equipment	31	31
GlobalTrak [Member]
Cash flows from investing activities:
Acquisition of net assets	(1,953)
MobileNet [Member]
Cash flows from investing activities:
Acquisition of net assets	(3,203)
Noncash investing and financing activities:
Issuance of common stock	1,633
LMS [Member]
Cash flows from investing activities:
Acquisition of net assets		$ (4,000)

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Stock-based Compensation - Stock-Based Compensation Expense (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 594	$ 466	$ 1,220	$ 810
Stock appreciation rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	350	368	766	661
Restricted stock units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	206	98	365	149
Market performance units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 38		$ 89

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Acquisitions - Summary of Estimated Fair Values of Purchase Price (Detail) (MobileNet [Member], USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
MobileNet [Member]
Loans At Acquisition Date [Line Items]
Cash	$ 3,203
Issuance of 329,344 shares of common stock (valued at $4.96 per share, which reflects the Company's common stock closing price on April 1, 2013)	1,634
Fair value of contingent earn-out amounts	1,539
Net identifiable assets acquired	$ 6,376

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Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2013

Investments Debt And Equity Securities [Abstract]

Summary of Marketable Securities

As of June 30, 2013 and December 31, 2012, the marketable securities are recorded at amortized cost which approximates fair market value which was based on Level 1 inputs. All investments mature in one year or less.

	June 30, 2013						December 31, 2012
			Gross		Gross				Gross		Gross
	Fair		Unrealized		Unrealized		Fair		Unrealized		Unrealized
	Value		Losses		Gains		Value		Losses		Gains
U.S. government and agency obligations	$	23,017	$	1	$	—	$	13,557	$	—	$	—
Corporate obligations		7,499		—		—		8,925		7		—
FDIC-insured certificates of deposit		1,399		1		—		5,479		1		—
	$	31,915	$	2	$	—	$	27,961	$	8	$	—

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Goodwill and Intangible Assets - Components of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Acquired Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets cost	$ 13,250	$ 9,290
Finite lived intangible assets accumulated amortization	(2,116)	(1,499)
Finite lived intangible assets, Net	11,134	7,791
Customer lists [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets cost	6,470	3,820
Finite lived intangible assets accumulated amortization	(821)	(776)
Finite lived intangible assets, Net	5,649	3,044
Customer lists [Member] | Minimum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	5 years
Customer lists [Member] | Maximum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Patents and technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets cost	5,720	4,610
Finite lived intangible assets accumulated amortization	(1,070)	(563)
Finite lived intangible assets, Net	4,650	4,047
Patents and technology [Member] | Minimum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	5 years
Patents and technology [Member] | Maximum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Trade names and Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	5 years
Finite lived intangible assets cost	1,060	860
Finite lived intangible assets accumulated amortization	(225)	(160)
Finite lived intangible assets, Net	$ 835	$ 700
Trade names and Trademarks [Member] | Minimum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	2 years
Trade names and Trademarks [Member] | Maximum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	10 years

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Net Income Attributable to ORBCOMM Inc. Common Stockholders - Summary of Net Income Attributable to ORBCOMM Inc, Common Stockholders (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Net income attributable to ORBCOMM Inc.	$ 1,686	$ 1,882	$ 2,794	$ 4,291
Preferred stock dividends on Series A convertible preferred stock	(15)	(17)	(31)	(36)
Net income attributable to ORBCOMM Inc. common stockholders	$ 1,671	$ 1,865	$ 2,763	$ 4,255

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

10. Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of an acquired business over the estimated fair values of the underlying net tangible and intangible assets.

Goodwill consisted of the following:

Balance at January 1, 2013	$	14,740
Addition resulting from the acquisition of MobileNet		2,872
Addition resulting from the acquisition of GlobalTrak		2,288
Balance at June 30, 2013	$	19,900

Goodwill is allocated to the Company’s one reportable segment.

The Company’s intangible assets consisted of the following:

		June 30, 2013							December 31, 2012
	Useful life			Accumulated							Accumulated
	(years)	Cost		amortization			Net		Cost		amortization			Net
Customer lists	5 and 10	$	6,470	$	(821	)	$	5,649	$	3,820	$	(776	)	$	3,044
Patents and technology	5 and 10		5,720		(1,070	)		4,650		4,610		(563	)		4,047
Trade names and trademarks	2, 5 and 10		1,060		(225	)		835		860		(160	)		700
		$	13,250	$	(2,116	)	$	11,134	$	9,290	$	(1,499	)	$	7,791

The weighted-average amortization period for the intangible assets is 9.7 years. The weighted-average amortization period for customer lists, patents and technology and trade names and trademarks is 10, 9.5 and 8.7 years, respectively.

Amortization expense was $361 and $256 for the three months ended June 30, 2013 and 2012, respectively. Amortization expense was $617 and $512 for the six months ended June 30, 2013 and 2012, respectively.

Estimated amortization expense for intangible assets subsequent to June 30, 2013 is as follows:

Years ending December 31,
Remainder of 2013	$	723
2014		1,415
2015		1,415
2016		1,415
2017		1,273
Thereafter		4,893
	$	11,134

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Net Income Attributable to ORBCOMM Inc. Common Stockholders

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Net Income Attributable to ORBCOMM Inc. Common Stockholders

6. Net Income Attributable to ORBCOMM Inc. Common Stockholders

Basic net income per common share is calculated by dividing net income attributable to ORBCOMM Inc. by the weighted-average number of common shares outstanding for the period. Diluted net income per common share is computed by giving effect to all potentially dilutive securities. For the three months ended June 30, 2013 and 2012, the Company included the effect of 880,633 and 440,245 SARs, RSUs and stock options in its diluted weighted average common shares outstanding, respectively. For the six months ended June 30, 2013 and 2012, the Company included the effect of 981,524 and 520,914 SARs, RSUs and stock options in its diluted weighted average common shares outstanding, respectively. For the three and six months ended June 30, 2013, the Company included 260,044 shares of Series A convertible preferred stock in its diluted weighted average common shares outstanding.

The potentially dilutive securities excluded from the determination of diluted income per share, as their effect is antidilutive, are as follows:

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Series A convertible preferred stock		—		289,923		—		289,923
SARs		3,801,668		3,703,877		3,744,086		3,672,966
RSUs		57,159		67,434		35,229		29,007
Stock options		464,546		605,283		443,166		593,951
		4,323,373		4,666,517		4,222,481		4,585,847

The computation of net income attributable to ORBCOMM Inc. common stockholders is as follows for the three and six months June 30, 2013 and 2012.

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Net income attributable to ORBCOMM Inc.	$	1,686		$	1,882		$	2,794		$	4,291
Preferred stock dividends on Series A convertible preferred stock		(15	)		(17	)		(31	)		(36	)
Net income attributable to ORBCOMM Inc. common stockholders	$	1,671		$	1,865		$	2,763		$	4,255

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Goodwill and Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Goodwill And Intangible Assets Disclosure [Abstract]
Remainder of 2013	$ 723
2014	1,415
2015	1,415
2016	1,415
2017	1,273
Thereafter	4,893
Intangible assets, net	$ 13,250	$ 9,290

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Note Payable-Related Party

6 Months Ended

Jun. 30, 2013

Related Party Transactions [Abstract]

Note Payable-Related Party

13. Note Payable-Related Party

In connection with the acquisition of a majority interest in Satcom in 2005, the Company recorded an indebtedness to OHB Technology A.G. (formerly known as OHB Teledata A.G.), a stockholder of the Company. At June 30, 2013, the principal balance of the note payable was €1,138 and it had a carrying value of $1,480. At December 31, 2012, the principal balance of the note payable was €1,138 and it had a carrying value of $1,503. The carrying value was based on the note’s estimated fair value at the time of acquisition. The difference between the carrying value and principal balance was being amortized to interest expense over the estimated life of the note of six years which ended in September 30, 2011. This note does not bear interest and has no fixed repayment term. Repayment will be made from the distribution profits (as defined in the note agreement) of ORBCOMM Europe LLC. The note has been classified as long-term and the Company does not expect any repayments to be required prior to June 30, 2014.

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Accrued Liabilities

6 Months Ended

Jun. 30, 2013

Payables And Accruals [Abstract]

Accrued Liabilities

11. Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

	June 30,		December 31,
	2013		2012
Accrued compensation and benefits	$	2,368	$	3,092
Warranty		2,401		2,762
Corporate income tax payable		172		843
Contingent earn-out amounts		801		320
AIS deployment and license agreement		188		216
Accrued satellite network and other equipment		216		1,559
Other accrued expenses		2,951		2,479
	$	9,097	$	11,271

For the six months ended June 30, 2013 and 2012, changes in accrued warranty obligations consisted of the following:

	June 30,
	2013			2012
Balance at January 1,	$	2,762		$	2,631
Warranty liabilites assumed from acquisitions		38			806
Amortization of fair value adjustment of warranty liabilities acquired through acquisitions		(13	)		(148	)
Warranty expense		140			197
Warranty charges		(526	)		(307	)
Balance at June 30,	$	2,401		$	3,179

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 01, 2013
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Registrant Name	ORBCOMM Inc.
Entity Central Index Key	0001361983
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		47,424,383

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Deferred Revenues

6 Months Ended

Jun. 30, 2013

Revenue Recognition [Abstract]

Deferred Revenues

12. Deferred Revenues

Deferred revenues consisted of the following:

	June 30, 2013			December 31, 2012
Service activation fees	$	2,865		$	2,690
Prepaid services		1,985			1,331
Prepaid product revenues		773			—
Warranty revenues		324			332
		5,947			4,353
Less current portion		(3,787	)		(2,394	)
Long-term portion	$	2,160		$	1,959

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Marketable Securities - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Investments Debt And Equity Securities [Abstract]
Gross Unrealized Losses	$ 2	$ 8

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Marketable Securities - Summary of Marketable Securities (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Held-to-maturity Securities [Line Items]
Fair Value	$ 31,915	$ 27,961
Gross Unrealized Losses	2	8
Gross Unrealized Gains
U.S. government and agency obligations [Member]
Schedule of Held-to-maturity Securities [Line Items]
Fair Value	23,017	13,557
Gross Unrealized Losses	1
Gross Unrealized Gains
Corporate obligations [Member]
Schedule of Held-to-maturity Securities [Line Items]
Fair Value	7,499	8,925
Gross Unrealized Losses		7
Gross Unrealized Gains
FDIC-insured certificates of deposit [Member]
Schedule of Held-to-maturity Securities [Line Items]
Fair Value	1,399	5,479
Gross Unrealized Losses	1	1
Gross Unrealized Gains