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    TEXT OMITTED AND FILED SEPARATELYCONFIDENTIAL TREATMENT REQUESTEDUNDER 17 C.F.R. SECTIONS 200.80(b)(4) and230.406
  
     
  
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Warranty
  Special Terms
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DELPHI INCORPORATEDDelphi Electronics and Safety
    
    Stellar Satellite Communications Ltd.Systems DivisionBy:
    
    /s/ T.J. Puza
    
    By:
    
    /s/ Zvi HuberName:
    
    T.J. Puza
    
    Name:
    
    Zvi HuberTitle:
    
    Managing Director
    
    Title:
    
    General ManagerDate
    
    September 8, 2008
    
    Date:
    
    August 29, 2008
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Terms and Conditions of Sale
   1.
    
    Order of Products. Unless Seller agrees otherwise in writing, Buyer shall place firm
orders with Seller covering an eight (8) week period at least sixty (60) calendar days prior
to the requested date of shipment. Each firm order submitted by Buyer shall include a
non-binding forecast of Buyers expected orders for an eight (8) week period beyond the firm
order. Buyer shall also provide Seller with an estimated annual usage of the purchased
products.
 2.
    
    Acceptance of Firm Orders. Should Seller be unable to meet Buyers delivery schedule
or quantity requirements or otherwise be unable to accept a firm order, Seller shall notify
the Buyer in writing. Any firm order for products and/or services can only be canceled,
terminated or modified by Buyer, with Sellers written consent and shall be subject to
cancellation charges.
 3.
    
    Prices. Unless otherwise agreed in writing, prices for products identified under a
firm order shall remain effective for the period covered by the firm order. Any different or
additional products will be billed at the price prevailing at the time of shipment. If there
is any delay in completion or shipment of an order due to any change requested by Buyer or as
a result of any delay on Buyers part in furnishing information required for completion or
shipment of the order, the price for products is subject to change. There will be added to
the quoted price any sales or other tax or duty which Seller may be required to collect or pay
upon the sale of products.
 4.
    
    Payment. Following each shipment of products and/or services, Seller shall submit
invoices to Buyer stating amounts due. Payment for each shipment of products shall be made by
Buyer in U.S. dollars.
  USD Currency Check
    
    USD Currency Wire TransferDelphi Delco Electronics Systems
    
    Chase Manhattan Bank, N.A.c/o Bank One N.A.
    
    4 Chase Metrotech Center  8th FloorP O Box 93268
    
    Brooklyn, New York 11245Chicago, Illinois 60673
    
    Account Name: Delphi Delco Electronics SystemsAccount No. 910-2-640233Swift Code: CHASUS33ABA Routing No. 021000021In Favor Of: Delphi Delco Electronics Systems
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5.
    
    Shipment and Packing. All products shall be sold f.o.b. Sellers factory unless
otherwise agreed to in writing. Title and risk of loss shall pass to Buyer upon delivery to
the carrier at Sellers factory. Delivery dates indicated on quotations are approximate only.
Buyer shall be responsible for arranging and paying for shipment of products from Sellers
factory, together with insurance, duties, taxes, inspection fees and all other costs
associated with shipment. It shall be the Buyers Freight Forwarders responsibility to
provide Buyer with all details for shipment of Products.Seller shall pack and mark the products according to its standard procedures for domestic
and/or export shipment.
 6.
    
    Warranty. All products sold by Seller are warranted to conform to drawings and
specifications mutually agreed upon in writing and to be free from defects in material and
workmanship under normal use and service for the time period the products are at Buyers
factory until forty-eight (48) months from the date of delivery of the product to Buyer.
Sellers sole obligation, and Buyers exclusive remedy, under this warranty is for Seller to
repair or replace or refund Buyers purchase price for any part of the product which fails to
meet the foregoing warranty. At Sellers option, Buyer shall return to a Seller plant
location or repair center designated by Seller during the warranty period any product for
which a claim is made, at Sellers cost, with a written explanation of any claimed failure.
  Repair Handling
 Warranty Repairs or Replacement
 Epidemic Failure
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7.
    
    LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE,
LOSS OF USE OF THE PRODUCTS OR OTHER EQUIPMENT, DOWNTIME COSTS OR CLAIM OF BUYERS CUSTOMERS,
WHETHER BASED ON CONTRACT, TORT (INCLUDING STRICT LIABILITY, PATENT OR COPYRIGHT INFRINGEMENT,
OR NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 8.
    
    Product Changes and Discontinuance. Seller agrees to notify Buyer of any changes in
the form, fit, or function of design or specifications of the products, any change in
manufacturing location, or of any decision to discontinue products at the earliest possible
time.
  9.
    
    Patents. Up to the value of the products/services ordered, Seller will indemnify
Buyer against any claim that any article itself, furnished hereunder, directly infringes a
U.S. patent or copyright, provided that Seller is notified promptly and in writing of the
suit; provided, however, that if the products sold hereunder are to be prepared or
manufactured according to Buyers specifications, Buyer shall indemnify Seller against any
claims or liability for patent or trademark infringement on account of such preparation or
manufacture. Sellers indemnity does not extend to any suit based upon any infringement or
alleged infringement of any patent or copyright by the combination of any article furnished by
Seller with other elements if such infringement would be avoided by the use of the article
alone. The foregoing states the entire liability of Seller for patent or copyright
infringement.
 10.
    
    Technical Information. Neither Buyer nor Seller shall assert any claim against the
other with respect to any technical information which has been or may hereafter be disclosed
to such other in connection with the sale of product hereunder, except claims for patent
infringement or claims under a separate written agreement between the parties.
 11.
    
    Cancellation of Agreement. Either party may cancel this Agreement without liability
to the other party if the other party:
 (a)
    
    materially breaches this Agreement and does not correct such breach within
ten (10) days after receipt of written notice from the notifying party specifying such
breach;(b)
    
    becomes insolvent, or enters bankruptcy, receivership, liquidation,
dissolution or similar proceeding, provided such event is not vacated or nullified
within fifteen (15) days of such event; or(c)
    
    a significant portion of the assets of the other party necessary for the
conduct of its business becomes subject to attachment, embargo or expropriation.
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12.
    
    Force Majeure. Any delay or failure of Seller to perform its obligations hereunder
shall be excused to the extent that it is caused by an event or occurrence beyond its
reasonable control such as, by way of example and not by way of limitation, acts of God,
actions by any governmental authority (whether valid or invalid), fires, floods, windstorms,
explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts,
strikes, and slowdowns) at Sellers facility, its source plant or suppliers, inability to
obtain power, material, labor, equipment, or transportation, or court injunction or order.
 13.
    
    Government Approvals. Seller and Buyer, respectively, shall be responsible for
compliance with and for the obtaining of such approvals and/or permits as may be required
under national, state, and local laws, ordinances, regulations, and rules as may be applicable
to the performance of their respective responsibilities and obligations under these Terms of
Sale.
 14.
    
    Governing Law. These terms of sale shall be governed by and construed according to
the laws of the State of New York as such laws are applied to contracts between residents of
the State of New York to be performed entirely within such state, specifically excluding
application of the U.N. Convention on Contracts for International Sale of Goods.For sales to a Buyer located outside the U.S. and Canada, the parties shall meet and negotiate
in good faith to settle any allegation of breach or question of interpretation relating to
these terms. If parties are unable to settle the matter within thirty (30) days after their
first meeting, then upon the demand of either party, the matter shall be submitted to binding
arbitration in accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce. The arbitration proceeding shall take place in Kokomo, Indiana, U.S.A.,
and shall be conducted in the English language. The arbitration tribunal shall consist of
three (3) members, one (1) appointed by each party and the third appointed by the first two
members. The arbitration tribunal shall resolve the questions submitted, award the relief to
which each party may be entitled, and allocate the costs of arbitration. The arbitration
award shall be final, binding on the parties, not subject to appeal, and enforceable by any
court having jurisdiction over the necessary party or its assets.
 15.
    
    Amendments. These terms of sale, when accepted, supersede all previous agreements,
oral or written, between Buyer and Seller with respect to the subject matter hereof. No
amendment or modification to these terms of sale shall be binding upon either party unless it
is in writing and is signed by both parties.
 16.
    
    Severability. If any provision of these terms of sale shall be held to be invalid,
illegal, or unenforceable under any statute, regulation, ordinance, executive order, or other
rule of law, that provision shall be deemed severed to the extent necessary to comply with
such statute, regulation, ordinance, order, or rule. The remaining provisions hereof shall
remain in effect.
 17.
    
    Assignment. Neither party may assign any of its rights or delegate any of its
obligations under these Terms of Sale without first obtaining the written consent of the other
party; provided, however, Seller shall have the right to assign its rights or delegate its
duties to Delphi Automotive Systems (Delphi) or a direct or indirect wholly-owned subsidiary
of Delphi, by providing written notice to the Buyer and Buyer shall have the right to assign
its rights or delegate its duties to Orbcomm LLC. or any of its legal affiliates.
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18.
    
    Language. These terms of sale are prepared and shall be executed in the English
language. Any translation of these terms into another language shall be strictly for
convenience, and the English language shall govern any question with respect to interpretation.
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