4510
        E. Thousand Oaks Blvd

        Westlake
        Village, CA 91362
	Exhibit
        10.2

         



 


December 28,
2012


 


Globalstar, Inc.


300 Holiday Square Boulevard


Covington, Louisiana 70433


 


	Re: 	Engagement of
    Financial West Group 
	 	as Placement  Agent for Globalstar,
    Inc.


 


Gentlemen:


 


This letter
(this "Engagement Letter") will confirm our agreement with Globalstar, Inc. (the “Company”) with respect
to the engagement of Financial West Group, member FINRA/SIPC (“FWG”) as the Company's placement agent, solely in connection
with the placement of the Company's voting common stock (the "Common Stock" or "Common Shares") to Terrapin
Opportunity, L.P. (collectively with its affiliated funds, the "Investor"), as more fully described herein. FWG hereby
agrees, on a best efforts basis and subject to the satisfactory completion of our continuing due diligence, to place up to Thirty
Million Dollars ($30,000,000) of the Company's authorized but unissued Common Stock with the Investor, as more particularly set
forth below and subject to the terms and conditions of this Engagement Letter.


 


The Common
Stock will be offered and sold on such terms as the Company and the Investor may agree upon in that certain “Common Stock
Purchase Agreement,” dated as of December 28, 2012, by and between the Company and the Investor, a copy of which is attached
hereto as Exhibit A and incorporated herein by this reference (the “Purchase Agreement”), and the offering and sale
of such Common Stock shall be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act of 1933 (the “Securities
Act”) and Regulation D promulgated pursuant to the Securities Act, as amended (“Regulation D”). FWG will use
no offering materials other than the Company's publicly filed reports and such other materials, including the Purchase Agreement
and a registration rights agreement, as the Company will have approved prior to their use. The parties hereto agree that the Common
Shares will be offered and sold by the Company in compliance with all applicable federal and state securities laws and regulations,
including but not limited to Regulation D. The Investor shall certify to the Company in writing in the Purchase Agreement that
it is an “accredited investor” as that term is defined by Rule 501(c) of Regulation D. The placement of the Common
Stock by FWG to the Investor as contemplated hereby may be referred to herein as the "Offering.”


 


30
Sunnyside Avenue | Mill Valley | CA 94941 | (415) 383-4700 | Fax (415) 383-4799


 



    	 



    	Globalstar, Inc.	 	Page 2



    

 


The term of
FWG's engagement (the "Engagement Period") as placement agent for the offer and sale of the Common Stock to the Investor
will commence on the date of actual receipt by FWG of an executed copy of this Engagement Letter from the Company and, unless
extended pursuant to the further written agreement of the parties, will expire upon the earliest of (i) January 1, 2015, (ii)
the date that all the shares of Common Stock under the Purchase Agreement have been issued and sold, (iii) the date that the Investor
has purchased an aggregate of $30,000,000 of shares of Common Stock, or that number of shares which is one share less than twenty
percent (20.0%) of the total issued and outstanding shares of Common Stock as of the effective date of the Purchase Agreement,
whichever occurs first, pursuant to the Purchase Agreement, (iv) the date that the Offering is terminated by the Company or the
Investor or (v) at the Company’s election, the date that FWG breaches any representation or covenant in this Engagement
Letter. To the extent the Company so requests, FWG will assist with each settlement of the purchase of the Common Stock pursuant
to the Offering (each, a “Closing”). There may be multiple Closings of the Offering during the Engagement Period.


 


Upon the date
of each Closing of the purchase of the Common Shares, the Company hereby agrees to pay FWG a placement fee equal to One Thousand
Five Hundred Dollars ($1,500). Such placement fee shall be payable to FWG at the direction of the Company via wire transfer in
accordance with the wiring instructions annexed hereto as Exhibit C. Additionally, within ten (10) days of FWG’s request,
the Company shall either (i) reimburse FWG for its reasonable, documented, out-of-pocket legal expenses incurred in connection
with the Offering, or (ii) pay such legal invoice directly to FWG’s counsel, provided that FWG has not previously paid such
invoice itself, in each case up to a maximum of Two Thousand Dollars ($2,000) in the aggregate.


 


This Engagement
Letter is for the confidential use of the Company and FWG only, and may not be disclosed by the Company or by FWG (in whole or
in part) for any reason to any person other than their respective Board of Directors, executive management or its attorneys, accountants
or financial advisors, and then only on a confidential basis in connection with the proposed Offering, except where disclosure
is required by applicable law, stock exchange rule or regulation, or is previously agreed to in writing to by the Company and
FWG. The parties hereto acknowledge and agree that, notwithstanding the preceding sentence, (i) the arrangement contemplated hereby
will be disclosed by the Company in its SEC filings and this Engagement Letter may be filed with the SEC and (ii) the arrangement
contemplated hereby may also be disclosed by the Company in its reports filed pursuant to the Securities Exchange Act of 1934,
as amended.


 


The terms of
this Engagement Letter will be governed by and interpreted in accordance with the laws of the State of California, and any disputes
arising hereunder shall be exclusively and finally settled by an arbitration administered by the American Arbitration Association
in accordance with its Commercial Arbitration Rules in San Francisco, California. The arbitration shall be conducted by a single
arbitrator mutually agreed upon by the parties. The determination, finding, judgment, and/or award made by the arbitrator shall
be made in writing, shall state the basis for such determination, shall be signed by the arbitrator and shall be final and binding
on all parties, and there shall be no appeal or reexamination thereof, except for fraud, perjury, evident partiality, or misconduct
by an arbitrator prejudicing the rights of any party and to correct manifest clerical errors. The arbitrator shall award to the
prevailing party, if any, as determined by the arbitrator, its reasonable attorneys’ fees and costs.


 



    	 



    	Globalstar, Inc.	 	Page 3



    

 


During the
Engagement Period and for 60 days thereafter, the Company agrees that any reference to FWG in any press release or other written
communications issued by the Company to the public relating to the Offering will refer to FWG as “Financial West Group,
member FINRA/SIPC.” Additionally, the Company acknowledges that FWG may at its option and expense (and only after the first
public disclosure or announcement of the Offering by the Company) place announcements and advertisements or otherwise publicize
FWG’s role in facilitating the Offering (which may include the reproduction of the Company’s logo), stating that FWG
acted as placement agent in connection with such transaction; provided, however, that FWG shall first submit a copy of any such
announcement or advertisement to the Company for its approval, which approval shall not be unreasonably withheld.


 


The Company
hereby agrees that: (1) within three (3) business days of each date that the Company provides the Investor with a “Fixed
Notice Request” (as defined in the Purchase Agreement) it will provide FWG with a copy of such Fixed Notice Request by facsimile
to (415) 383-4799 (Attn: Jason Cohen), and (2) it will comply in all material respects with all applicable federal and state securities
laws and regulations with respect to the Offering.


 


FWG hereby
agrees and represents and warrants that: (1) FWG is a broker/dealer registered by FINRA in accordance with all applicable laws
and regulations in each jurisdiction in which FWG intends to use its best efforts to place the Offering, and payment of the commission
contemplated under this agreement will not jeopardize the Company's compliance with Regulation D and applicable federal and state
securities laws and regulations; (2) FWG will not make any representations to the Investor about the Company other than information
included in the Company's public filings or otherwise conveyed to FWG by the Company in writing for use in connection with the
Offering; (3) FWG will not do any advertising or make any general solicitation on behalf of the Company in connection with the
Offering; (4) FWG will comply with all applicable federal and state securities laws and regulations with respect to the Offering;
(5) FWG is not affiliated with the Investor or the Company; and (6) FWG agrees to keep confidential any nonpublic material information
about the Company conveyed to FWG by the Company. In further consideration of FWG's placement of the Common Shares, the Company
and FWG agree to be fully bound by all of the indemnification provisions set forth on Exhibit B, a copy of which is attached hereto
and is fully incorporated herein by this reference.


 


The parties
acknowledge and agree that nothing contained herein shall modify or affect the rights or obligations of the Company and the Investor
under the Purchase Agreement. This Engagement Letter and all rights and obligations hereunder may not be assigned by either party
without the prior written consent of the other party. This Engagement Letter may be executed in counterparts, and any signature
that is delivered by facsimile or electronic transmission will be deemed to constitute delivery of a manually executed original.


 



    	 



    	 



    

 


If the foregoing
is acceptable, please sign and return to us a copy of this Engagement Letter, which will represent the entire agreement between
the Company and FWG with respect to the matters addressed herein and will supersede all previous oral or written agreements or
understandings of any nature whatsoever between the parties. We look forward to working with you.


 


Sincerely,


 


	Financial West Group	 	Globalstar, Inc.
	 	 	 	 	 
	By:	/s/ Howard Davis	 	By	/s/ James Monroe III
	 	Howard Davis	 	 	Name: James Monroe III
	 	Director of Corporate Finance 	 	 	Title: CEO


 



    	 



    	 



    

 


Exhibit A to
Engagement Letter


 


Form of Common
Stock Purchase Agreement


 


between Globalstar,
Inc. and


Terrapin Opportunity
Fund, L.P.


 


(copy attached)


 


Exhibit B to
Engagement Letter


 


Company Indemnification
Provisions


 


Globalstar,
Inc. (the "Company") agrees to indemnify and hold harmless Financial West Group, member FINRA/SIPC ("FWG"),
and its directors, officers, and each person, if any, who controls FWG within the meaning of Section 15 of the Securities Act
of 1933, as amended, or Section 20(a) of the Securities Exchange Act of 1934, as amended (collectively, the "Indemnitees"
and each individually an "Indemnitee"), to the fullest extent permitted by applicable law, from and against any and
all claims, demands, causes of action, obligations, losses, damages, liabilities, costs or expenses arising in law, equity or
otherwise, of any nature whatsoever, including without limitation, any and all reasonable legal, accounting and other professional
fees and related costs and disbursements and other costs, expenses, or disbursements relating thereto (collectively, the "Liabilities"),
directly or indirectly, based upon or arising out of, or in connection with:


 


		(a)	any
                                                               act or omission of the Company (or any affiliate thereof) in violation
                                                               of the Engagement Letter between FWG and the Company to which this
                                                               Exhibit B is an integral part (the “Engagement Letter”)
                                                               or the transactions contemplated thereby, including, without limitation,
                                                               any violation of applicable laws or regulations by the Company
                                                               (or any affiliate thereof); or



 


		(b)	any
                                                               untrue or alleged untrue statement of a material fact contained
                                                               in the Registration Statement (as defined in the Purchase Agreement)
                                                               or the omission or alleged omission to state a material fact necessary
                                                               to make the statements made therein, in light of the circumstance
                                                               under which the statements therein were made, not misleading; or



 


		(c)	any
                                                               untrue or alleged untrue statement of a material fact contained
                                                               in the Prospectus (as defined in the Purchase Agreement) as the
                                                               same may be amended or supplemented, or the omission or alleged
                                                               omission to state a material fact necessary to make the statements
                                                               made therein, in light of the circumstance under which the statements
                                                               therein were made, not misleading; or



 



    	 



    	 



    

 


		(d)	any
                                                               breach by the Company (or any affiliate thereof) of any of the
                                                               terms of the Engagement Letter between FWG and the Company, or
                                                               any purchase and sale agreement, registration rights agreement,
                                                               or other agreement between the Company and Terrapin Opportunity,
                                                               L.P. (collectively with its affiliated funds, the "Investor"),
                                                               or the terms of the securities purchased or issuable pursuant thereto.



 


The Company
may, at its own expense, seek reimbursement of amounts already paid to such Indemnitee once and to the extent the relevant Liabilities
are determined in a final judgment by court of competent jurisdiction (not subject to further appeal) to have resulted from any
Indemnitee’s gross negligence, bad faith or willful or reckless misconduct. These indemnification provisions are in addition
to any liability that the Company may otherwise have to any Indemnitee or the Investor.


 


The Company
further agrees that no Indemnitee will have any liability for any Liabilities (whether direct or indirect, in contract or tort
or otherwise) to the Company (or any affiliate thereof), or to any person (including, without limitation, Company shareholders)
claiming through the Company (or any affiliate thereof) in connection with the engagement of FWG or for or in connection with
the acts or omissions of any such Indemnitee or any other Indemnitee, except to the extent that any such Liabilities are found
in final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted from the gross negligence,
bad faith or willful or reckless misconduct (including a breach of any of the representations, warranties, covenants or agreements
of FWG in the Engagement Letter) of the Indemnitee seeking indemnification.


 


In order to
provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made
but it is found in final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification
may not be enforced in such case, then the Company, on the one hand, and the claiming Indemnitees on the other hand, will contribute
to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (collectively,
the “Losses”) to which such Indemnitees may be subject. Said contribution will be made in accordance with all relative
benefits received by, and the fault of, the Company on the one hand, and such Indemnitees on the other hand, in connection with
the statements, acts or omissions which resulted in such Losses, together with the relevant equitable considerations and will
be determined pursuant to the arbitration provisions set forth in the Engagement Letter. No person found liable for fraudulent
misrepresentation will be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.


 


If any action,
suit, proceeding, or investigation commenced which gives rise to a claim for indemnification and which, in any Indemnitee's reasonable
judgment upon written advice of counsel, gives rise to a conflict of interest between the Company and the Indemnitees, then the
Indemnitees will have the right to retain legal counsel of their own choice to represent and advise them, and the Company will
pay the reasonable fees, expenses and disbursements of no more than one (1) law firm for all Indemnitees incurred from time to
time in the manner set forth above. Such law firm will, to the extent consistent with their professional responsibilities, cooperate
with the Company and any counsel designated by the Company. Notwithstanding anything herein to the contrary, the Company will
not be liable for any settlement of any claim, action suit or proceeding effected without its prior written consent. Neither the
Company nor any affiliate thereof will, without the prior written consent of the Indemnitee seeking indemnification, settle or
compromise any actual, potential or threatened claim for which indemnification is sought hereunder, or permit a default or consent
to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term
thereof, the giving by the claimant to the Indemnitees of an unconditional release from all liability in respect of such claim.


 



    	 



    	 



    

 


Neither termination
nor completion of the engagement of FWG pursuant to the Engagement Letter will affect these indemnification provisions, which
will survive any such termination or completion and remain operative and in full force and effect. If any term, provision, covenant
or restriction contained in the Engagement Letter or this Exhibit B is held by a court of competent jurisdiction or other authority
to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


Exhibit C to
Engagement Letter


 


FWG Wiring Instructions


 


(Financial West
Group)


 


Chase Manhattan
Bank N.Y.


ABA# 021-000-021


F/A/O –
NFS


A/C #


F/B/O –
NFS A/C