Filed by Bowne Pure Compliance





EXHIBIT 10.4




	 	 	 	 	 
	 

	 	* * *
	 	TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b)(4) and 230.406






AMENDMENT NUMBER TWO

TO

COOPERATION AGREEMENT




This Amendment Number Two dated as of the date of the last signature hereto (this “Amendment
No. 2”) by and among ORBCOMM Inc. (“ORBCOMM”), Stellar Satellite Communications Ltd. (“Stellar”)
and the Delphi Electronics & Safety Division of Delphi Incorporated (“Delphi”) amends the
Cooperation Agreement (“Agreement”) dated as of May 18, 2004 by and among the Parties hereto.



WHEREAS, the Parties hereto wish to amend Section 7.1 of the Agreement and Section 3.1 of
Attachment 1 of the Agreement; and



WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings set
forth in the Agreement.




NOW, THEREFORE, the Agreement is hereby amended as follows:



Section 7.1 of the Agreement is amended in its entirety effective as of January 1, 2008 to read as
follows:



“7.1 Term of the Agreement




The term of this Agreement is until December 31, 2010. This Agreement may be extended upon the
mutual written agreement of the Parties.”



Section 3.1 of Attachment 1 of the Agreement is amended in its entirety to read as follows:



“3.1 Royalties





If a Party (the “Licensee”) sells a Licensed Product under the terms of Paragraphs 4.2 and
4.3 of the Cooperation Agreement other than such sales from Delphi to Stellar or sales by
Stellar of Licensed Product procured from Delphi
then Licensee shall pay the other Party (the “Licensor”) a royalty equal to the following:


 


 









 






	 	a.	 	In the case where the Licensed Product is sold other than as an
Up-Integrated Product as described below, [* * *] percent ([* * *]%) of the
invoice price of the Licensed Product multiplied by the number of units of
Licensed Products sold during the reporting period specified in Paragraph 4.1
hereof; or
	 
	 	b.	 	In the case where the Licensed Product is up-integrated into a
separate product (“Up-Integrated Product”) having additional functionalities to
that of a stand-alone Licensed Product, [* * *] percent ([* * *]%) of the
then-current invoice price of the DS101 price multiplied by the number of units of
Up-Integrated Products sold during the reporting period specified in Paragraph 4.1
hereof.






A sale shall have occurred when a Licensed Product or Up-Integrated Product is invoiced by
Licensee, or if not invoiced, when delivered by Licensee to a third party. Unit sales of
Licensed Products or Up-Integrated Products shall be determined by the net number of unit
sales of Licensed Products or Up-Integrated Products by Licensee in a reporting period,
less reasonable numbers of samples provided gratis to the Licensee’s customers and less
warranty returns in that same reporting period. The Parties acknowledge and agree that no
royalty would be due by Licensee if such Licensed Products or Up-Integrated Products have
been purchased or procured by Stellar from Delphi.



IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 of the Agreement to be executed
and delivered as of the date of the last signature hereto.



	 	 	 
	ORBCOMM INC.

	 	DELPHI INCORPORATED
	 

	 	DELPHI ELECTRONICS & SAFETY
	 

	 	DIVISION
	 
	 	 
	By: /s/ Marc Eisenberg

	 	By: /s/ Kenneth L. Erickson
	 
	 	 
	Printed Name: Marc Eisenberg

	 	Printed Name: Kenneth L. Erickson
	 
	 	 
	Title: Chief Executive Officer

	 	Title: Business Line Executive, Integrated Media Systems
	 
	 	 
	Date 11/3/2008

	 	Date 10/22/08





 


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STELLAR SATELLITE COMMUNICATIONS LTD.



By: /s/ Zvi Huber



Printed Name: Zvi Huber



Title: General Manager



Date 10/3/08




 


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