Exhibit
4.1


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2012, is by and between Globalstar,
Inc., a Delaware corporation (the “Company”), and Terrapin Opportunity, L.P., a limited partnership organized
under the laws of the British Virgin Islands (the “Investor”).


 


RECITALS


 


A.           The
Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $30,000,000 of newly
issued shares of the Company’s common stock, $0.0001 par value (“Common Stock”), as provided for
therein.


 


B.           Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute
and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect
to the Registrable Securities (as defined herein) as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises, the representations, warranties, covenants and agreements contained herein and in the Purchase
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending
to be legally bound hereby, the Company and the Investor hereby agree as follows:


 


1.           Definitions.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:


 


(a)          “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are
authorized or required by law to remain closed.


 


(b)          “Closing
Date” shall mean the date of this Agreement.


 


(c)          “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 


(d)          “Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed to pursuant to Section
2(a), the earlier of (A) the 120th calendar day after the Closing Date (or the 180th calendar day after the
Closing Date if such Registration Statement is subject to review by the SEC) and (B) the fifth Business Day after the date the
Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed
or will not be subject to further review and (ii) with respect to any additional Registration Statements that may be required to
be filed by the Company pursuant to this Agreement, the earlier of (A) the 120th calendar day following the date on
which the Company was required to file such additional Registration Statement (or the 180th calendar day after such
date if such Registration Statement is subject to review by the SEC) and (B) the fifth Business Day after the date the Company
is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will
not be subject to further review.


 



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(e)          “Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed to pursuant to Section
2(a), the 60th calendar day after the Closing Date and (ii) with respect to any additional Registration Statements that may be
required to be filed by the Company pursuant to this Agreement, the later of (A) the 60th calendar day following the
sale of substantially all of the Registrable Securities included in the initial Registration Statement or the most recent prior
additional Registration Statement, as applicable, and (B) six months following the Effective Date of the initial Registration Statement
or the most recent prior additional Registration Statement, as applicable, or such earlier date as permitted by the SEC.


 


(f)          “Person”
means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability
company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.


 


(g)          “register,”
“registered,” and “registration” refer to a registration effected by preparing
and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration
of effectiveness of such Registration Statement(s) by the SEC.


 


(h)          “Registrable
Securities” means (i) all of the Shares and (ii) any capital stock of the Company issued or issuable with respect
to such Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock
are converted or exchanged and shares of capital stock of a successor entity into which the shares of Common Stock are converted
or exchanged.


 


(i)          “Registration
Statement” means a registration statement or registration statements of the Company filed under the Securities Act
covering the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be
amended and supplemented from time to time (including pursuant to Rule 462(b) under the Securities Act), including all documents
filed as part thereof or incorporated by reference therein.


 


(j)          “Rule
144” means Rule 144 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time,
or any other similar or successor rule or regulation of the SEC that may at any time permit the Investor to sell securities of
the Company to the public without registration.


 


(k)          “Rule
415” means Rule 415 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time,
or any other similar or successor rule or regulation of the SEC providing for offering securities on a delayed or continuous basis.


 


(l)          “SEC”
means the U.S. Securities and Exchange Commission or any successor entity.


 


2.           Registration.


 


(a)          Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with
the SEC an initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor and Legal Counsel,
covering the resale by the Investor of Registrable Securities in an amount equal to 39,500,000 shares of Common Stock. Such initial
Registration Statement shall contain (except if otherwise directed by the Investor) the “Selling Stockholder”
and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company
shall use its commercially reasonable efforts to have such initial Registration Statement, and each other Registration Statement
required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later
than the applicable Effectiveness Deadline.


 


(b)          Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee,
solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Greenberg
Traurig, LLP or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the Purchase
Agreement, the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal
Counsel incurred in connection with the transactions contemplated hereby.


 


(c)          Reserved.


 



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(d)          Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by the initial Registration Statement
filed pursuant to Section 2(a) as a result of Section 2(h) or otherwise, the Company shall file with the SEC one or more additional
Registration Statements (on the short form available therefor, if applicable), so as to cover all of the Registrable Securities
not covered by such initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position
with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in
no event later than the applicable Filing Deadline for such additional Registration Statement(s). The Company shall use its commercially
reasonable efforts to cause such additional Registration Statement(s) to become effective as soon as practicable following the
filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.


 


(e)          Piggyback
Registrations. Without limiting any of the Company’s obligations hereunder or under the Purchase Agreement,
if there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine
to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans),
then the Company shall deliver to the Investor a written notice of such determination and, if within five (5) days after the date
of the delivery of such notice, the Investor shall so request in writing, the Company shall include in such registration statement
all or any part of such Registrable Securities the offer and sale of which the Investor requests to be registered; provided,
however, the Company shall not be required to register the offer and sale of any Registrable Securities pursuant to this
Section 2(e) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the
subject of a then-effective Registration Statement.


 


(f)          No
Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement pursuant to Section 2(a) or 2(d) without the prior written consent of the Investor. Subject to the
proviso in Section 2(e), in connection with any offering involving an underwriting of shares, the Company shall not be required
under this Section 2 or otherwise to include the Registrable Securities of any Investor therein unless such Investor accepts and
agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters
selected by the Company.


 


(g)          Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement
to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing
market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial
Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce
the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number
of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal
Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit
such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary,
if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such
Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule
415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall
not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later
than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness
Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or
the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized
(unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable
to Legal Counsel that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In
the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration
Statements in accordance with Section 2(d) until such time as all Registrable Securities have been included in Registration Statements
that have been declared effective and the prospectus contained therein is available for use by the Investor.


 



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3.           Related
Obligations.


 


The Company shall use
its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method
of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a)          The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities (but in
no event later than the applicable Filing Deadline) and use its commercially reasonable efforts to cause such Registration Statement
to become effective as soon as practicable after such filing (but in no event later than the applicable Effectiveness Deadline).
Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the prospectus contained
therein available for use) pursuant to Rule 415 for resales by the Investor on a delayed or continuous basis at then-prevailing
market prices (and not fixed prices) at all times until the earlier of (i) the date as of which the Investor may sell all of the
Registrable Securities required to be covered by such Registration Statement (disregarding any reduction pursuant to Section 2(g))
without restriction pursuant to Rule 144 and without the need for current public information as required by Rule 144(c)(1) (or
Rule 144(i)(2), if applicable) and (ii) the date on which the Investor shall have sold all of the Registrable Securities covered
by such Registration Statement (the “Registration Period”). Notwithstanding anything to the contrary
contained in this Agreement (but subject to the provisions of Section 3(q) hereof), the Company shall ensure that, when filed and
at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto)
and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration
Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were
made) not misleading. The Company shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the
Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further
comments on a particular Registration Statement (as the case may be) and (ii) the approval of Legal Counsel is obtained pursuant
to Section 3(c) (which approval shall be promptly sought), a request for acceleration of effectiveness of such Registration Statement
to a time and date not later than forty-eight (48) hours after the submission of such request.


 


(b)          Subject
to Section 3(q) of this Agreement, the Company shall prepare and file with the SEC such amendments (including,
without limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in
connection with each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep each such Registration Statement effective (and the prospectus contained therein current and available
for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered
by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. Without
limiting the generality of the foregoing, the Company covenants and agrees that (i) at or before 8:30 a.m. (New York City time)
on the Trading Day immediately following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b)
under the Securities Act the final prospectus to be used in connection with sales pursuant to the applicable Registration Statement,
and (ii) if the transactions contemplated by any Fixed Request (as defined in the Purchase Agreement) are material to the Company
(individually or collectively with all other prior Fixed Requests, the consummation of which have not previously been reported
in any prospectus supplement filed with the SEC under Rule 424(b) under the Securities Act or in any periodic report filed by the
Company with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or
if otherwise required under the Securities Act, in each case as reasonably determined by the Company or the Investor, then, on
the first Trading Day immediately following the last Trading Day of the Pricing Period with respect to such Fixed Request, the
Company shall file with the SEC a prospectus supplement pursuant to Rule 424(b) under the Securities Act with respect to
the applicable Fixed Request(s), disclosing the total Fixed Amount Requested or the Alternative Fixed Amount Requested (as applicable)
pursuant to such Fixed Request(s), the total number of Shares that have been (or are to be) issued and sold to the Investor pursuant
to such Fixed Request(s), the total purchase price for the Shares subject to such Fixed Request(s), the applicable Discount Price(s)
for such Shares and the net proceeds that have been (or are to be) received by the Company from the sale of such Shares. To the
extent not previously disclosed in the prospectus or a prospectus supplement, the Company shall disclose in its Quarterly Reports
on Form 10-Q and in its Annual Reports on Form 10-K the information described in the immediately preceding sentence relating to
any Fixed Request(s) consummated during the relevant fiscal quarter. In the case of amendments and supplements to any Registration
Statement or prospectus which are required to be filed pursuant to this Agreement (including, without
limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K
or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration
Statement and prospectus, if applicable, or shall file such amendments or supplements to the Registration Statement or prospectus
with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or
supplement such Registration Statement or prospectus, for the purpose of including or incorporating such report into such Registration
Statement and prospectus. The Company consents to the use of the prospectus (including, without limitation, any supplement thereto)
included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue
Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale
of the Registrable Securities and for such period of time thereafter as such prospectus (including, without limitation, any supplement
thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act
to be delivered in connection with resales of Registrable Securities.


 



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(c)          The
Company shall (A) permit Legal Counsel to review and comment upon (i) each Registration Statement at least five (5) Business Days
prior to its filing with the SEC (or such shorter period as may be agreed to by the Investor and Legal Counsel) and (ii) all amendments
and supplements to each Registration Statement (including, without limitation, the prospectus contained therein) (except for Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or prospectus
supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their
filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto or to any prospectus contained
therein in a form to which Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto without the prior consent of Legal Counsel, which consent shall
not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any
correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence
shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after
the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s)
thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration
Statement, one (1) electronic copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this
Section 3.


 


(d)          Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without
charge, (i) after the same is prepared and filed with the SEC, at least one (1) electronic copy of each Registration Statement
and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements
and schedules, all documents incorporated therein by reference, if requested by the Investor, all exhibits and each preliminary
prospectus, (ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably
request from time to time) and (iii) such other documents, including, without limitation, copies
of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by the Investor.


 



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(e)          The
Company shall take such action as is necessary to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities
or “Blue Sky” laws of all applicable jurisdictions in the United States as the Investor may reasonable request, (ii)
prepare and file in those jurisdictions, such amendments (including, without limitation, post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in
connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and the Investor of the
receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt
of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f)          The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject
to Section 3(q), promptly prepare a supplement or amendment to such Registration Statement and such prospectus contained therein
to correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel
and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also
promptly notify Legal Counsel and the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness
and by overnight mail), and when the Company receives written notice from the SEC that a Registration Statement or any post-effective
amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate and (iv) of the receipt of any request by the SEC or any other federal or state
governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto
or any related prospectus. The Company shall respond as promptly as practicable to any comments received from the SEC with respect
to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under
the Purchase Agreement.


 


(g)          The
Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss
of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal
Counsel and the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


(h)          Upon
the written request of the Investor, the Company shall make available for inspection during normal business hours by (i) the Investor,
(ii) Legal Counsel and (iii) one (1) firm of accountants or other agents retained by such Investor (collectively, the “Inspectors”),
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however, each Inspector shall agree in writing
to hold in strict confidence and not to make any disclosure (except to the Investor) or use of any Record or other information
which the Company’s board of directors determines in good faith to be confidential, and of which determination the Inspectors
are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document (as
defined in the Purchase Agreement). The Investor agrees that it shall, upon learning that disclosure of such Records is sought
in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow
the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the
Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and the Investor, if
any) shall be deemed to limit the Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent
with applicable laws and regulations.


 



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(i)          The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed
in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena
or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document.
The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by
a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow
the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.


 


(j)          Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall use its reasonable best efforts either to
(i) cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on
which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or (ii) secure designation and quotation of all of the Registrable
Securities covered by each Registration Statement on another Trading Market, or (iii) if, despite the Company’s reasonable
best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or
(ii), without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for at least two market makers
to register with the Financial Industry Regulatory Authority (f/k/a the National Association of Securities Dealers, Inc.) (“FINRA”)
as such with respect to such Registrable Securities. In addition, the Company shall cooperate with the Investor and any Broker-Dealer
through which the Investor proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule
5110 as requested by the Investor. The Company shall pay all fees and expenses in connection with satisfying its obligation under
this Section 3(j).


 


(k)          The
Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement
and enable such certificates to be in such denominations or amounts (as the case may be) as the Investor may reasonably request
from time to time and registered in such names as the Investor may request. Certificates for Registrable Securities free from all
restrictive legends may be transmitted by the transfer agent to the Investor by crediting an account at DTC as directed by the
Investor.


 


(l)          If
requested by the Investor, the Company shall as soon as practicable after receipt of notice from the Investor and subject to Section
3(q) hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably
requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor
and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of
such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus contained
therein if reasonably requested by the Investor.


 


(m)          The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(n)          The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s
fiscal quarter next following the applicable Effective Date of each Registration Statement.


 



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(o)          The
Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


(p)          Within
one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A.


 


(q)          Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 3(q)), at any time after the Effective Date of
a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company
or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the
Company, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace
Period”), provided that the Company shall promptly, but in no event later than 9:30 a.m. (New York City time) on
the second Trading Day immediately prior to the commencement of any Grace Period (except for such case where it is impossible to
provide such two-Trading Day advance notice, in which case the Company shall provide such notice as soon as possible), notify the
Investor in writing of the (i) existence of material, non-public information giving rise to a Grace Period (provided that in each
such notice the Company shall not disclose the content of such material, non-public information to the Investor) and the date on
which such Grace Period will begin and (ii) date on which such Grace Period ends, provided further that (I) no Grace Period
shall exceed 20 consecutive Trading Days and during any 365-day period all such Grace Periods shall not exceed an aggregate of
60 Trading Days; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder
during any such Grace Period (other than pursuant to a registration statement on Form S-4 or S-8), (II) the first day of any Grace
Period must be at least three Trading Days (or such shorter period as may be agreed by the parties) after the last day of any prior
Grace Period and (III) no Grace Period may exist during (A) the first 10 consecutive Trading Days after the Effective Date of the
particular Registration Statement or (B) the five-Trading Day period following each Settlement Date (each, an “Allowable
Grace Period”). For purposes of determining the length of a Grace Period above, such Grace Period shall begin on
and include the date set forth in the notice referred to in clause (i) above, provided that such notice is received by the Investor
not later than 9:30 a.m. (New York City time) on the second Trading Day immediately prior to such commencement date (except for
such case where it is impossible to provide such two-Trading Day advance notice, in which case the Company shall provide such notice
as soon as possible) and shall end on and include the later of the date the Investor receives the notice referred to in clause
(ii) above and the date referred to in such notice. The provisions of Section 3(l) hereof shall not be applicable during the period
of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence of
Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
Notwithstanding anything to the contrary contained in this Section 3(q), the Company shall cause its transfer agent to deliver
unlegended shares of Common Stock to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection
with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale, and delivered
a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to the Investor’s
receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 


(r)          The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of its Registrable
Securities pursuant to each Registration Statement.


 


4.           Obligations
of the Investor.


 


(a)          At
least five Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which
the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor
with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish
to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition
of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.


 



    	8



    	 



    

 


(b)          The
Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified
the Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such
Registration Statement.


 


(c)          The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f), the Investor will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent
to deliver unlegended shares of Common Stock to a transferee of the Investor in accordance with the terms of the Purchase Agreement
in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior
to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g)
or the first sentence of Section 3(f) and for which the Investor has not yet settled.


 


(d)          The
Investor covenants and agrees that it will comply with the prospectus delivery and other requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


5.           Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company.


 


6.           Indemnification.


 


(a)          In
the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,
members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the
Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members,
partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor
Party” and collectively, the “Investor Parties”), against any losses, obligations, claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable
attorneys’ fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any prospectus (as amended or supplemented) or in any prospectus supplement or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively,
“Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly as
such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for
such Investor Party expressly for use in connection with the preparation of such Registration Statement, prospectus or prospectus
supplement or any such amendment thereof or supplement thereto; (ii) shall not be available to the Investor to the extent such
Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus (as amended or supplemented)
made available by the Company (to the extent applicable), including, without limitation, a corrected
prospectus, if such prospectus (as amended or supplemented) or corrected prospectus was timely made available by the Company pursuant
to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such
Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive the transfer
of any of the Registrable Securities by the Investor pursuant to Section 9.


 



    	9



    	 



    

 


(b)          In
connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written information relating to the Investor furnished to the
Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the
below provisos in this Section 6(b), the Investor will reimburse a Company Party any legal or other expenses reasonably incurred
by such Company Party in connection with investigating or defending any such Claim; provided, however, the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld or delayed, provided further that the Investor shall be liable under this Section 6(b)
for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable
sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities
by the Investor pursuant to Section 9.


 



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(c)          Promptly
after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of
any action or proceeding (including, without limitation, any governmental action or proceeding)
involving a Claim, such Investor Party or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made
against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory
to the indemnifying party and the Investor Party or the Company Party (as the case may be); provided, however, an
Investor Party or Company Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses
of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and
expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably
satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim; or (iii) the named parties to any
such Claim (including, without limitation, any impleaded parties) include both such Investor
Party or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case
may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent
such Investor Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party
(as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the
indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified
party and such counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above
the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel
for all Investor Parties or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall
reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Company Party or Investor
Party (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Company Party or Investor
Party (as the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its
prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition
its consent. No indemnifying party shall, without the prior written consent of the Company Party or Investor Party (as the case
may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party (as the case may be) of a release
from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the
part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a) and 6(b)
hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Company
Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or Company
Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced
in its ability to defend such action.


 


(d)          No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such
sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)          The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred; provided that the Investor shall promptly
reimburse the Company for all such payments to the extent a court of competent jurisdiction determines that any Investor Party
was not entitled to such payments.


 


(f)          The
indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the
Company Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be
subject to pursuant to the law.


 


7.           Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities
which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection
with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty
of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the
amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration
Statement. Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds actually received by the Investor from the applicable sale of the
Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor has otherwise been required to
pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission
or alleged omission.


 



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8.           Reports
Under the Exchange Act.


 


With a view to making
available to the Investor the benefits of Rule 144, the Company agrees to:


 


(a)          use
its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          use
its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing
herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144;


 


(c)          furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company
with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested
to permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


(d)          take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate
with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


9.           Assignment
of Registration Rights.


 


All or any portion
of the rights under this Agreement shall be automatically assignable by the Investor to any transferee or assignee of all or any
portion of the Investor’s Registrable Securities if: (i) the Investor agrees in writing with such transferee or assignee
to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time
after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration
rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such
securities by such transferee or assignee is restricted under the Securities Act or applicable state securities laws if so required;
(iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee
or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment
shall have been made in accordance with the applicable requirements of the Purchase Agreement; and (vi) such transfer or assignment
shall have been conducted in accordance with all applicable federal and state securities laws. The term “Investor”
in this Agreement shall also include all such transferees and assignees.


 


10.         Amendment
or Waiver.


 


No provision of this
Agreement may be amended or waived by the parties from and after the date that is one Trading Day immediately preceding the initial
filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 



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11.         Miscellaneous.


 


(a)          Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or
more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from such record owner of such Registrable Securities.


 


(b)          Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be
given in accordance with Section 10.4 of the Purchase Agreement.


 


(c)          Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would
occur 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 either party shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof
(without the necessity of showing economic loss and without any bond or other security being required), this being in addition
to any other remedy to which either party may be entitled by law or equity.


 


(d)          All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City
of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)          The
Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter
thereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral
and written, solely with respect to such matters. There are no promises, undertakings, representations or warranties by either
party relative to subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this
Agreement to the contrary and without implication that the contrary would otherwise be true, nothing contained in this Agreement
shall limit, modify or affect in any manner whatsoever (i) the conditions precedent to a Fixed Request contained in Article VII
of the Purchase Agreement, including, without limitation, the condition precedent contained in Section 7.2(iii) thereof or (ii)
any of the Company’s obligations under the Purchase Agreement.


 


(f)          Subject
to compliance with Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person,
other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections 6 and
7 hereof.


 



    	13



    	 



    

 


(g)          The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless
the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import
shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(h)          This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. If any signature is delivered
by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page,
such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 


(i)          Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j)          The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


[signature pages follow]


 



    	14



    	 



    

 


IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	COMPANY:
	 	 
	 	GLOBALSTAR, INC.
	 	 
	 	By:	/s/ James Monroe III
	 	 	Name:	James Monroe III
	 	 	Title:	CEO


 



    	15



    	 



    

 


IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	TERRAPIN OPPORTUNITY, L.P.
	 	 
	 	By:	/s/ Peter Poole
	 	Its:	General Partner


 


 



    	16



    	 



    

 


EXHIBIT A


 


FORM OF
NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


______________________

______________________

______________________

Attention: _____________


 


Re:    [_________________]


 


Ladies and Gentlemen:


 


We are counsel to Globalstar,
Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that
certain Common Stock Purchase Agreement, dated as of December 28, 2012 (the “Purchase Agreement”), entered
into by and among the Company and the Investor named therein (the “Holder”) pursuant to which the Company
will issue to the Holder from time to time shares of the Company’s common stock, $0.0001 par value per share (the ”Common
Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with
the Holder (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the offer and sale of the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities
Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under
the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No.
333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names the Holder as an underwriter and a selling stockholder thereunder.


 


In connection with the
foregoing, based solely upon oral advice from the staff of the SEC, the Registration Statement was declared effective under the
Securities Act on [ENTER DATE OF EFFECTIVENESS], and no stop order suspending its effectiveness has been issued and no proceedings
for that purpose have been instituted or overtly threatened.


 


This letter shall serve
as our standing opinion to you that the transfer of the shares of Common Stock by the Holder pursuant to the Registration Statement
will not violate Section 5 of the Securities Act, provided the Registration Statement remains effective.


 


	 	Very truly yours,
	 	 
	 	[ISSUER’S COUNSEL]
	 	 
	 	By:	 


CC:   [LIST NAMES OF HOLDERS]


 


 



    	A-1



    	 



    

 


EXHIBIT B


 


SELLING
STOCKHOLDER


 


This prospectus relates
to the possible resale from time to time by the selling stockholder of any or all of the shares of common stock that may be issued
by us to Terrapin under the Purchase Agreement. For additional information regarding the issuance of common stock covered by this
prospectus, see “Prospectus Summary—Committed Equity Line Financing With Terrapin” above. We are registering
the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with Terrapin on December
28, 2012 in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the transactions
contemplated by the Purchase Agreement and the Registration Rights Agreement, Terrapin has not had any material relationship with
us within the past three years.


 


The table below presents
information regarding the selling stockholder and the shares of common stock that it may offer from time to time under this prospectus.
This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of _________, 20__.
As used in this prospectus, the term “selling stockholder” includes Terrapin and any donees, pledgees, transferees
or other successors in interest selling shares received after the date of this prospectus from the selling stockholder as a gift,
pledge, or other non-sale related transfer. The number of shares in the column “Maximum Number of Shares of Common Stock
to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the selling stockholder may
offer under this prospectus. The selling stockholder may sell some, all or none of its shares in this offering. We do not know
how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements or
understandings with the selling stockholder regarding the sale of any of the shares.


 


Beneficial ownership
is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock
with respect to which the selling stockholder has voting and investment power. The percentage of shares of common stock beneficially
owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of ____________ shares
of our common stock outstanding on ___________, 20__. Because the purchase price of the shares of common stock issuable under the
Purchase Agreement is determined on each settlement date, the number of shares that may actually be sold by the Company under the
Purchase Agreement may be fewer than the number of shares being offered by this prospectus. The fourth column assumes the sale
of all of the shares offered by the selling stockholder pursuant to this prospectus.


 



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	Name of Selling Stockholder	 	Number of Shares of 
Common Stock Owned 
Prior to Offering	 	 	Maximum Number of Shares 
of Common Stock to be 
Offered Pursuant to this 
Prospectus	 	 	Number of Shares of 
Common Stock Owned 
After Offering	 
	 	 	Number	 	 	Percent	 	 	 	 	 	Number	 	 	Percent	 
	Terrapin Opportunity, L.P. (4)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 





 



 


		*	Represents beneficial ownership of less than one percent
of the outstanding shares of our common stock.



 


		(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares
beneficially owned prior to the offering all of the shares that Terrapin may be required to purchase under the Purchase Agreement
because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of
which are outside of Terrapin’s control, including the registration statement of which this prospectus is a part becoming
and remaining effective. Furthermore, the maximum dollar value of each put of common stock to Terrapin under the Purchase Agreement
is subject to certain agreed upon threshold limitations set forth in the Purchase Agreement, which are based on the market price
of our common stock at the time of the draw down and, if we determine in our sole discretion, a percentage of the daily trading
volume of our common stock during the Draw Down Period as well. Also, under the terms of the Purchase Agreement, we may not issue
shares of our common stock to Terrapin to the extent that Terrapin or any of its affiliates would, at any time, beneficially own
more than 9.9% of our outstanding common stock. This beneficial ownership limitation may not be amended or waived by the parties.



 


		(2)	Applicable percentage ownership is based on [______________] shares
of our common stock outstanding as of __________, 20___.



 


		(3)	Assumes the sale of all shares being offered pursuant to this prospectus.



 


		(4)	The business address of Terrapin is 4th Floor, Rodus Building, P.O. Box 765, Road Town,
Tortola, British Virgin Islands. Terrapin’s principal business is that of an international asset manager. We have been advised
that Terrapin is not a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, and that
neither Terrapin nor any of its affiliates is an affiliate or an associated person of any FINRA member or independent broker-dealer.
Graham J. Farinha and Peter W. Poole are directors of Terrapin and have voting control and investment discretion over securities
owned by Terrapin. The foregoing should not be construed in and of itself as an admission by Mr. Farinha or Mr. Poole as to beneficial
ownership of the securities owned by Terrapin.



 



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EXHIBIT
C


 


PLAN
OF DISTRIBUTION


 


We are registering
shares of common stock that may be issued by us from time to time to Terrapin under the Purchase Agreement to permit the resale
of these shares of common stock after the issuance thereof by the selling stockholder from time to time after the date of this
prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We
will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholder
may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock
beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents,
who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers
of the shares of common stock for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling
stockholder may arrange for other broker-dealers to participate. Terrapin is an “underwriter” within the meaning of
the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling
stockholder may also be deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them
and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting
discounts and commissions under the Securities Act. Terrapin has advised us that it will use an unaffiliated broker-dealer to effectuate
all resales of our common stock. To our knowledge, Terrapin has not entered into any agreement, arrangement or understanding with
any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity
of the broker-dealers or market makers that may participate in the resale of the shares. Because Terrapin is, and any other selling
stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act,
Terrapin will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements
of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation,
Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act.


 


The selling stockholder
will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions, pursuant to one or more of the following methods:


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 



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		·	in the over-the-counter market in accordance with the rules of NASDAQ;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing or settlement of options, whether such options are listed on an options exchange
or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	broker-dealers may agree with the selling stockholder to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


The selling stockholder
may also sell shares of common stock covered by this prospectus pursuant to Rule 144 promulgated under the Securities Act, if available,
rather than under this prospectus. In addition, the selling stockholder may transfer the shares of common stock by other means
not described in this prospectus.


 


Any broker-dealer participating
in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser
of such shares, from such purchaser). Terrapin has informed us that each such broker-dealer will receive commissions from Terrapin
which will not exceed customary brokerage commissions. Broker-dealers may agree with the selling stockholder to sell a specified
number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for
the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment
to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time
in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above)
at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated
prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described
above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed,
disclosing:


 



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		·	the name of any such broker-dealers;



 


		·	the number of shares involved;



 


		·	the price at which such shares are to be sold;



 


		·	the commission paid or discounts or concessions allowed to such broker-dealers, where applicable;



 


		·	that such broker-dealers did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus, as supplemented; and



 


		·	other facts material to the transaction.



 


Terrapin has informed
us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute
the common stock. Pursuant to a requirement of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or
discount and other compensation to be received by any FINRA member or independent broker-dealer shall not be greater than eight
percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the
Securities Act.


 


Under the securities
laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied with.


 


There can be no assurance
that the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement,
of which this prospectus forms a part.


 



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Underwriters and purchasers
that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty
bids. The selling stockholder and any other person participating in the sale or distribution of the shares of common stock will
be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder (including, without limitation,
Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any
of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation
M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making
and certain other activities with respect to the shares of common stock. In addition, the anti-manipulation rules under the Exchange
Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares
of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common
stock.


 


We have agreed to pay
all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “Blue Sky” laws; provided, however, Terrapin will pay all selling commissions, concessions and discounts, and other
amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with
the sale of the shares of common stock. We have agreed to indemnify Terrapin and certain other persons against certain liabilities
in connection with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act
or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Terrapin has agreed
to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Terrapin
specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect
of such liabilities.


 


At any time a particular
offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required,
will be distributed. Such prospectus supplement or post-effective amendment will be filed with the Securities and Exchange Commission
to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock.
We may suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain
reasons, including if the prospectus is required to be supplemented or amended to include additional material information.


 



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