Exhibit 10.3





EXHIBIT 10.3


SETTLEMENT AGREEMENT


THIS SETTLEMENT AGREEMENT ( this “Agreement”) is
entered into this 3rd day of April, 2009 by and among ORBCOMM Inc., a Delaware corporation, and ORBCOMM LLC, a Delaware
limited liability company, each with its executive offices located at 2115 Linwood Avenue, Suite 100, Fort Lee, NJ
07024 (collectively, “ORBCOMM”), Stellar Satellite Communications Ltd., a British Virgin Islands company
(“Stellar”), with its offices located at 46050 Manekin Plaza, Suite 100, Dulles, VA 20166, and GE
Asset Intelligence, LLC, a Delaware limited liability company (“GEAI”), with offices located at 200
Martingale Road, Suite 1100, Schaumburg, IL 60173.


W I T N E S S E T H:


WHEREAS, Stellar is a wholly owned subsidiary of
ORBCOMM Inc. and GEAI obtains from ORBCOMM satellite communications services in connection with GEAI’s asset
tracking business and acquires from Stellar satellite communicators for the satellite communications systems of ORBCOMM
(GEAI, Stellar and ORBCOMM, collectively, the “Parties”);


WHEREAS, the Parties wish to resolve certain disputes
arising out of the letter agreement between GEAI and Stellar dated October 10, 2006 (the “2006
Agreement”) and to strengthen their relationships;


WHEREAS, to effectuate those goals, as more fully set
forth in this Agreement, (a) GEAI is to pay to Stellar a settlement fee of Eight Hundred Thousand Dollars
($800,000), (b) GEAI and ORBCOMM will extend the International Value Added Reseller Agreement dated March 14,
2003, as amended, through a termination date of December 31, 2013; and ORBCOMM will be the sole provider to GEAI
of telematics and machine-to-machine data communications on all subscriber communicators sold or managed by or on
behalf of GEAI, whether satellite, cellular or dual mode (cellular plus satellite) so long as ORBCOMM provides such
services at competitive rates and without disruption to GEAI’s installed base, all as more fully set forth in a
Services Agreement, and (c) Stellar and GEAI will terminate the obligation of GEAI to purchase and Stellar to
develop and sell satellite communicator units under the 2006 Agreement all as more fully set forth in a Termination
Agreement.


NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:


SECTION 1. — SETTLEMENT. The Parties will deliver the following
funds and duly executed documents concurrently on April 3, 2009:



	 	(a)	 	GEAI will deliver to Stellar Eight Hundred Thousand Dollars ($800,000) by wire transfer as instructed in a
writing. Such writing will be provided by Stellar to GEAI prior to the execution of this Agreement and approved by
GEAI.








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	 	(b)	 	GEAI and ORBCOMM will execute and deliver the Services Agreement in the form attached hereto as
Exhibit A






	 	(c)	 	GEAI and Stellar will execute and deliver the Termination Agreement in the form attached hereto as
Exhibit B.





SECTION 2 – DISPUTE RESOLUTION



	 	(a)	 	Arbitration. In the event of a claim or controversy regarding any matter covered by this Agreement, the
Parties shall use all reasonable efforts to resolve such claim or controversy within sixty (60) calendar days of
receipt by any Party of notice of the existence of any such claim or controversy. In the event the Parties are unable
to agree on the resolution of such claim or controversy within such period of time, any Party may remove the claim or
controversy for settlement by final and binding arbitration in New York, New York in accordance with the United States
Commercial Dispute Resolution Procedures of the American Arbitration Association (“AAA”) (to the extent not
modified by this SECTION 2). The AAA procedures for Large, Complex Commercial Disputes shall apply unless the Parties
agree otherwise. Each Party to the arbitration shall present its case, witnesses and evidence, if any, in the presence
of the other Party or Parties to the arbitration, such arbitration shall be conducted in the English language, a
written transcript of the proceedings shall be made and furnished to the Parties to the arbitration, and the decision
of the arbitrator shall be issued in writing with reasons therefor. In the event that more than one claim or
controversy arises under this Agreement, such claim or controversy may be consolidated in a single arbitral proceeding.
The arbitral proceeding shall be heard and decided by one arbitrator selected in accordance with AAA rules (to the
extent modified hereby). In all cases, the arbitrator shall have as his or her primary experience the practice of law
in the United States (including but not limited to acting as in-house counsel or in a judicial capacity) and be fluent
in English. If an arbitrator is not selected from the initial list of potential arbitrators submitted by the AAA, the
AAA shall submit a second list (and if an arbitrator is not selected from that second list, a third list) from which an
arbitrator may be chosen by the Parties in accordance with the AAA procedures for selection from the first list before
the AAA exercises its power to make an appointment of the arbitrator. Judgment upon any award rendered by the
arbitrator may be entered in any court having jurisdiction or application may be made for judicial acceptance of the
award and an order of enforcement, as the case may be. The Parties agree that if it becomes necessary for any Party to
enforce an arbitral award by a legal action or additional arbitration or judicial methods, the Party against whom
enforcement is sought, if enforcement is obtained, shall pay all reasonable costs and attorney’s fees incurred by
the Party seeking to enforce the award.





(b) Exclusive Dispute Resolution Mechanism. The
rights of the Parties under this Section 2 shall be the exclusive dispute resolution mechanisms with respect to
any claim or controversy regarding any matter covered by this Agreement.


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SECTION 3 — NOTICES


All notices given under this Agreement must be in writing and
sent by hand delivery, by reputable international express courier or by facsimile transmission (answer back received),
to:


ORBCOMM:


ORBCOMM Inc.

ORBCOMM LLC

2115 Linwood Avenue, Suite 100

Fort Lee, NJ 07024

Telephone:   (703) 433-6300

Facsimile:   (703) 433-6400

Attention:   Chief Executive Officer


Stellar:


Stellar Satellite Communications Ltd.

46050 Manekin Plaza, Suite 100

Dulles, VA 20166

Telephone:   (703) 657-6200

Facsimile:   (703) 657-6201

Attention:   General Manager


GEAI:


GE Asset Intelligence, LLC

5465 Legacy Drive, Suite 700

Plano, TX 75024-3106

Telephone:   972-398-7301

Facsimile:   972-398-7347

Attention:   Chief Operating Officer


with a copy to


General Electric Capital Corporation

901 Main Avenue

Norwalk, CT 

Attention: Senior Counsel—Equipment Services Strategic Transactions and Relations


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SECTION 4 — MISCELLANEOUS


(a) Binding Effect. This Agreement shall be
binding upon the Parties and their permitted successors and assigns.


(b) Governing Law. This Agreement will be governed
by and interpreted under the laws of the State of New York without giving effect to the conflicts of law principles of
such state other than Section 5-1401 of the General Obligations Law of the State of New York. For such purposes,
the United Nations Convention on Contracts for the International Sale of Goods shall be disregarded.


(c) Waiver. It is understood and agreed that no
failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any
other right, power or privilege hereunder. No waiver of any terms or conditions of this Agreement shall be deemed to be
a waiver of any subsequent breach of any term or condition. All waivers must be in writing and signed by all of the
Parties.


(d) Severability. If any part of this Agreement
shall be held invalid or unenforceable, such determination shall not affect the validity or enforceability of any
remaining portion, which shall remain in force and effect as if this Agreement had been executed with the invalid or
unenforceable portion thereof eliminated.


(e) Headings. Headings in this Agreement are
included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.


(f) Costs and Expenses. Except as otherwise
specifically provided herein, each Party shall bear all costs and expenses incurred in the performance by it of its
obligations hereunder.


(g) Independent Parties. Each Party is an
independent contractor. None of the Parties shall have the right, power or authority to act or to create any
obligation, express or implied, on behalf of any other Party, except that ORBCOMM Inc. and ORBCOMM LLC may act as each
other’s agent hereunder.


(h) Terms of Agreement. This Agreement shall be
governed solely by the terms and conditions contained herein.


(i) Entire Agreement. This Agreement and any
exhibits (which are hereby made part of this Agreement), the Services Agreement, the Termination Agreement and the IVAR
contain the entire understanding among the Parties and supersede all prior written and oral understandings relating to
the subject hereof. No representations, agreements, modifications or understandings not contained herein shall be valid
or effective unless agreed to in writing and signed by all of the Parties. Any modification or amendment of this
Agreement must be in writing and signed by all of the Parties.


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(j) Intellectual Property. Nothing in this
Agreement shall be construed as granting any Party any right or license to use any intellectual property rights of any
other Party.


(k) Counterparts. This Agreement may be executed
in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.


(l) Assignment. Neither this Agreement nor any
interests or obligations hereunder of a Party shall be assigned or transferred without the other Parties’ prior
written consent, provided that (a) in connection with the sale or merger of the business of the assigning Party
related to the subject matter of this Agreement, a non-assigning Party may not withhold such consent unless such Party
determines in its reasonable judgment that (i) the assignee is a direct competitor of the non-assigning Party or
(ii) it is reasonably expected such non-assigning Party’s reputation shall be adversely affected or be in
violation of applicable law by its performance under this Agreement with the assignee, provided that in the event such
consent is reasonably withheld under this clause (a), the sole remedy of the non-assigning Party shall be to terminate
this Agreement within sixty (60) days after written notice to the non-assigning Party of such assignment without
liability to any other Party and ( (b) GEAI may assign its rights to General Electric Company or a subsidiary of
General Electric Company acceptable to ORBCOMM and General Electric Company or such subsidiary shall assume the
obligations of GEAI hereunder, provided that no such assignment and assumption shall be effective unless and until such
assignment and assumption are expressly agreed in writing by ORBCOMM, GEAI and General Electric Company or such
subsidiary.


IN WITNESS WHEREOF, the parties hereto, intending to be bound
hereby, have caused this Agreement to be duly executed as of the day and year first above written.


	 	 	 
	GE ASSET INTELLIGENCE, LLC	 	STELLAR SATELLITE COMMUNICATIONS LTD.
	 	 	 
	By /s/ Darryl J.
Miller                             
	 	By /s/ Zvi
Huber                                     
	 
	 	 
	Name: Darryl J. Miller
Title: COO 
	 	Name: Zvi Huber

Title: General Manager
	 	 	 
	ORBCOMM INC.


By /s/ Marc
Eisenberg                            
	 	ORBCOMM LLC


By /s/ Marc
Eisenberg                           
	 
	 	 
	Name: Marc Eisenberg

Title: CEO 
	 	Name: Marc Eisenberg

Title: CEO








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EXHIBIT A

SERVICES AGREEMENT







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EXHIBIT B

TERMINATION AGREEMENT





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