VOTING AND SUPPORT AGREEMENT

Exhibit 3

EXECUTION COPY

This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 23, 2010, is entered into by and among ORBCOMM INC., a Delaware corporation (“ORBCOMM”), and each of the stockholders listed on Schedule I hereto (each, a “Stockholder” and collectively, the “Stockholders”).

WHEREAS, concurrently with the execution of this Agreement, Alanco Technologies, Inc., an Arizona corporation (the “Company”), ORBCOMM and StarTrak Systems, LLC are entering into an Asset Purchase Agreement of even date herewith (the “APA”);

WHEREAS, capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the APA;

WHEREAS, as of the date hereof, each Stockholder is the record and beneficial owner of, or is acting as trustee of a trust (a "Trustee Party") that is the record holder of and whose beneficiaries are the beneficial owners of, the number of shares of Company Common Stock and Company Preferred Stock (together with the Company Common Stock, the “Shares”), as set forth opposite such Stockholder’s name on Schedule I hereto (such Shares, together with any other Shares that are acquired by the Stockholders after the date hereof, being collectively referred to herein as the “Covered Shares”); and

WHEREAS, as a condition to its willingness to enter into the APA, ORBCOMM has required that each Stockholder enter into this Agreement and, in order to induce ORBCOMM to enter into the APA, each Stockholder is willing to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Agreements of Stockholders.

(a) Voting. From the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the stockholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, each Stockholder shall vote all Covered Shares owned by such Stockholder (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the APA and the approval of the transactions contemplated by the APA, (ii) against any Acquisition Proposal and (iii) against any agreement (including, without limitation, any amendment of any agreement), amendment of the Company’s organizational documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Transaction. Any such vote shall be cast (or consent shall be given) by each Stockholder in accordance with such procedures relating thereto

so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent).

(b) Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, each Stockholder shall not, directly or indirectly, (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Covered Shares (or any right, title or interest thereto or therein), (ii) deposit any Covered Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Covered Shares, (iii) otherwise permit any Liens to be created on any Covered Shares, (iv) subject to Section 4(a), knowingly take any action that would make any representation or warranty of such Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying such Stockholder from performing any of its obligations under this Agreement or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii), (iii) and (iv) of this Section 1(b).

(i) Each Stockholder hereby authorizes the Company to publish and disclose in the Proxy Statement and any other filing with any Governmental Authority required to be made in connection with the APA its identity and ownership of Covered Shares and the nature of its commitments, arrangements and understandings under this Agreement.

(ii) No Stockholder shall issue or cause the publication of any press release or make any other public announcement (to the extent not previously issued or made in accordance with the APA) with respect to this Agreement, the APA or the transactions contemplated by the APA without the prior consent of ORBCOMM (which consent shall not be unreasonably withheld or delayed), except as may be required by Law (including, without limitation, Sections 13 and 16 of the Securities Exchange Act of 1934) or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder proposing to make such release (in which case such Stockholder shall not issue or cause the publication or making of such press release or other public announcement without prior consultation with ORBCOMM).

(d) Notices of Certain Events. Each Stockholder shall promptly notify ORBCOMM of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any of the representations and warranties of the Stockholders set forth in this Agreement to no longer be true and correct.

2. Representations and Warranties of Stockholders. Each Stockholder hereby, severally and not jointly, represents and warrants to ORBCOMM as follows:

(a) Binding Agreement.

(i) If such Stockholder is incorporated as a corporation, then such Stockholder has the requisite corporate power and authority and full legal capacity to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. If such Stockholder is organized as a partnership, then such Stockholder has the requisite partnership power and authority and full legal capacity to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. If such Stockholder is organized as a limited liability company, then such Stockholder has the requisite limited liability company power and authority and full legal capacity to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. If such Stockholder is organized as a trust, then such Stockholder has the requisite power and authority and full legal capacity to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. If such Stockholder is an individual, then such Stockholder has the power and authority and full legal capacity to, and is competent to, enter into, execute and deliver this Agreement and to perform fully his or her obligations hereunder.

(ii) The execution and delivery of this Agreement by such Stockholder and the performance by such Stockholder of its obligations hereunder have been duly and validly authorized and approved by such Stockholder. No other proceedings on the part of such Stockholder are necessary to authorize the execution and delivery of this Agreement and the performance by such Stockholder of its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery hereof by ORBCOMM, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b) Consents and Approvals; No Violations; Non-Contravention. Except as set forth on Schedule 2.3(b), no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the performance by such Stockholder of its obligations under this Agreement, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by such Stockholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement and each other agreement contemplated to be executed and delivered herein by such Stockholder nor the consummation by such Stockholder of its obligations under this Agreement, nor compliance by such Stockholder with any of the terms or provisions hereof or thereof, will (i) violate or conflict with any provision of the organizational documents of such Stockholder (if such Stockholder is not a natural person) or (ii) (A) violate in any material respect any Law, injunction, order, judgment, ruling or decree of any

Governmental Entity applicable to such Stockholder or (B) violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or the creation of any Lien upon such Stockholder’s Covered Shares, under, any of the terms, conditions or provisions of any Contract or Permit to which such Stockholder is a party, except, in the case of clause (ii), for such violations, conflicts, defaults, terminations, cancellations, accelerations, losses and Liens as, individually and in the aggregate, would not reasonably be expected to materially delay or impair such Stockholder’s ability to perform its obligations hereunder. If such Stockholder is a married individual and such Stockholder’s Covered Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such spouse in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(c) Ownership of Shares. Each Stockholder is the record and beneficial owner of, or is a Trustee Party that is the record holder of and whose beneficiaries are the beneficial owners of, the Shares set forth opposite such Stockholder’s name on Schedule I attached hereto free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any proxy and any restriction on the right to vote, sell or otherwise dispose of such Shares), except for any such encumbrances arising hereunder or under the Xxxxxxxx SPA or the Xxxxxxx/Xxxxxxxx SPA, as applicable, and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States. Without limiting the foregoing, except for any such encumbrances arising hereunder or under the Xxxxxxxx SPA or the Xxxxxxx/Xxxxxxxx SPA, as applicable, and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States, such Stockholder has sole voting power and sole power of disposition with respect to all of its Covered Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of its Covered Shares. As of the date hereof, such Stockholder does not own, beneficially or of record, any voting securities of the Company other than the number of Shares which constitute its Covered Shares.

(d) Brokers. Except for those fees and expenses to be paid by the Company and which are disclosed in the APA, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, based upon arrangements made by or, with the knowledge of such Stockholder, on behalf of such Stockholder in connection with its entering into this Agreement.

3. Termination. This Agreement shall terminate on the first to occur of (a) the written agreement executed by the parties hereto to terminate this Agreement, (b) the

termination of the APA in accordance with its terms, and (c) the Closing. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for breach of this Agreement and (ii) the provisions of Section 2(c), Section 2(d), this Section 3 and Section 4 of this Agreement, and the “Whereas” recitals in this Agreement, shall survive any termination of this Agreement.

4. Miscellaneous.

(a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder in its capacity as an owner of Covered Shares and that nothing in this Agreement shall in any way restrict or limit any Stockholder from taking or authorizing any action or inaction in his or her capacity as a director, officer, trustee or other fiduciary of the Company or any subsidiary thereof or of any employee benefit plan of the Company, including, without limitation, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 8.8 of the APA.

(b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

(c) Additional Shares. Until any termination of this Agreement in accordance with its terms, each Stockholder shall promptly notify ORBCOMM of the number of Shares, if any, as to which such Stockholder acquires record or beneficial ownership after the date hereof. Any Shares as to which such Stockholder acquires record and beneficial ownership after the date hereof and prior to termination of this Agreement shall be Covered Shares for purposes of this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of the Company affecting the Company Common Stock, the number of Shares constituting Covered Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Company Common Stock, Company Preferred Stock or other voting securities of the Company issued to Stockholder in connection therewith.

(d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial ownership” with respect to (or to “beneficially own”) any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

(e) Further Assurances. From time to time, at the request of ORBCOMM and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

(f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder.

(g) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that ORBCOMM may assign its rights and interests hereunder in whole or in part, to any successor to all or any portion of its business or to any Affiliate of Buyer. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void.

(h) Amendments; Waiver. This Agreement may not be amended or supplemented, except by a written agreement executed by the parties hereto. Any party to this Agreement may, subject to Law, (i) waive any inaccuracies in the representations and warranties of any other party hereto, (ii) extend the time for the performance of any of the obligations or acts of any other party hereto, (iii) waive compliance by the other party with any of the agreements contained herein or (iv) except as otherwise provided herein, waive any of such party’s conditions. No failure or delay by ORBCOMM in exercising any right 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 hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

(i) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(j) Counterparts. This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

(k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

(l) Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, telecopy faxed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

if to ORBCOMM, to:

	ORBCOMM Inc. 0000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxx Xxx, XX 00000
	Attention: Telecopy:	Xxxxxxxxx X. XxXxxx, Esq. (000) 000-0000

with a copy (which shall not constitute notice) to:

	Xxxxxxxxxx & Xxxxx LLP 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
	Attention: Telecopy:	Sey-Xxx Xxx (000) 000-0000

if to a Stockholder, to the address on Schedule I

or such other address or telecopy fax number as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

(m) Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(n) Governing Law; Enforcement; Jurisdiction; Waiver of Jury Trial.

(i) This Agreement will be governed by and construed in accordance with the internal laws of the State of Arizona applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

(ii) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any state or federal court of competent jurisdiction in the State of Arizona, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of such courts (the “Agreed Courts”) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. Without limiting other means of service of process permissible under applicable Law, each of the parties hereto agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 4(l) shall be effective service of process for any suit or proceeding in connection with this Agreement. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Arizona and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(iii) Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding between the parties hereto arising out of relating to this Agreement of the transactions contemplated hereby.

(iv) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Agreed Court, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond or other security in connection therewith); specific performance being in addition to any other remedy to which the parties are entitled at law or in equity.

[signature page follows]

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

	ORBCOMM INC.
	By:	/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx Title: Chief Executive Officer

Stockholders:

	XXXXXX X. XXXXXXXX AND XXXXXXX X. XXXXXXXX, TRUSTEES OF THE XXXXXXXX FAMILY TRUST, UTA DATED DECEMBER 20, 1993
	/s/ Xxxxxx X. Xxxxxxxx
	/s/ Xxxxxxx X. Xxxxxxxx

	XXXX X. XXXXXXXX
	/s/ Xxxx X. Xxxxxxxx

	XXXXX AND XXXXX XXXXXXXXX
	/s/ Xxxxx Xxxxxxxxx
	/s/ Xxxxx Xxxxxxxxx

	XXXXX AND XXXXX XXXXXXXX
	/s/ Xxxxx Xxxxxxxx
	/s/ Xxxxx Xxxxxxxx

	XXXX X. XXXXXXXX
	/s/ Xxxx X. Xxxxxxxx

	PROGRAMMED LAND, INC.
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx Title: President

	XXXXXX X. XXXXXXXX
	/s/ Xxxxxx X. Xxxxxxxx

	XXXXX X. XXXXXXXX AND XXXXX X. XXXXXXXX, TRUSTEES OF THE XXXXX AND XXXXX XXXXXXXX FAMILY TRUST, UTA DATED DECEMBER 8, 2004
	/s/ Xxxxx X. Xxxxxxxx
	/s/ Xxxxx X. Xxxxxxxx

	XXXXXXX X. XXXXXXX
	/s/ Xxxxxxx X. Xxxxxxx

	XXXXXX X. XXXXXXXX
	/s/ Xxxxxx X. Xxxxxxxx

	XXXXXX X. XXXXXXXX
	/s/ Xxxxxx X. Xxxxxxxx

SCHEDULE I

Stockholders Participating in Voting and Support Agreement

Name	Company Common Stock	Company Preferred Stock (Series D)	Company Preferred Stock (Series E)
Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, Trustees of the Xxxxxxxx Family Trust, UTA dated 12/20/1993*	394,043	0	0
Xxxxxx X. Xxxxxxxx*	1,000	0	0
Xxxxx and Xxxxx Xxxxxxxxx*	34,595	0	0
Xxxx X. Xxxxxxxx*	14,414	0	0
Xxxxx and Xxxxx Xxxxxxxx*	1,250	0	0
Xxxx X. Xxxxxxxx*	3,750	0	0
Programmed Land, Inc.*	202,063	0	0
Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx, Trustees of the Xxxxx and Xxxxx Xxxxxxxx Family Trust, UTA dated December 8, 2004* *c/o Xxxxxx X. Xxxxxxxx 00000 X. 00xx Xxxxxx, #0000 Xxxxxxxxxx, XX 00000 Telecopy: (000) 000-0000 E-mail: xxxxxxx@xxx.xxx	8,438	0	0

Xxxxxxx X. Xxxxxxx 00X Xxxx Xxxx Xxxxxxxxxx, XX 00000 E-mail: xxxxxxxx@xxxxx.xxx	289,149	13,402	0

Xxxxxx X. Xxxxxxxx 0 Xxxxxx Xxxx Xxxxxxx, XX 00000 E-mail: xxxxxxxxxxxx@xxxxxxx.xxx	190,309	8,613	0

Xxxxxx X. Xxxxxxxx c/o Alanco Technologies, Inc. 00000 Xxxxx 00xx Xxx, Xxxxx 0 Xxxxxxxxxx, Xxxxxxx 00000	232,914	0	15,000

Total	1,371,925	22,012	15,000

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VOTING AND SUPPORT AGREEMENT

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