Unassociated Document


    Exhibit
4.1

    


    GLOBALSTAR,
INC.

    


    AMENDMENT
TO WARRANT NUMBER [__]

    


    TO
PURCHASE COMMON STOCK OF GLOBALSTAR, INC.

    


    


    Original
Date of Issuance: ________________

    


    


    This
Amendment (the “Amendment”) dated
______, 2010 amends Warrant Number[s] [__] dated ____________, 2009 (the “Warrant”) issued by
Globalstar, Inc., a Delaware corporation (the “Company”) to
[_______________] (the “Holder”), pursuant to
which the Holder is entitled to subscribe for and purchase up to [__________]
shares of the voting common stock of the Company, par value $0.0001 per share
(the “Common
Stock”). Capitalized terms used but not defined in this Amendment have
the meanings given to them in the Warrant.

    


    WHEREAS,
pursuant to Section
14 of the Warrant, the written consent of the
Company and the Holder is required to amend any provision of the Warrant; and

    


    WHEREAS, the Holder and the Company
desire to amend the Warrant as set forth herein.

    


    NOW,
THEREFORE, for good and valuable consideration, the parties hereto agree as
follows:

    


    1.           Amendments.

     

    1.1           The
definition of “Exercise Period” in Section 1(C) of the
Warrant is hereby amended and restated in its entirety as follows:

     

     

    “(C)           “Exercise Period”
means the period beginning on the date hereof and ending on June 8, 2010, unless
sooner terminated as provided below.”

     

    1.2           The
Company and the Holder acknowledge that the current Exercise Price is
$0.87.

     

    1.3           The
introductory paragraph of Section 2 of the
Warrant is hereby amended and restated as follows:

     

     

    “2.  Exercise of
Warrant.  Subject to Section 2.4, the rights represented by
this Warrant may be exercised in whole or in part at any time during the
Exercise Period, by delivery of the following to the Company at its address set
forth on the signature page hereto (or at such other address as it may designate
by notice in writing to the Holder):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (A)           an
executed Notice of Exercise in the form attached hereto; and

    


    (B)           payment
of the Exercise Price in cash or by wire transfer of immediately available
funds.

    


    1.4           Section 2.1 of the
Warrant is hereby deleted and replaced with [Intentionally Deleted] and all
references to Section
2.1 shall not be applicable.

     

    1.5           All
other terms of the Warrant shall remain unchanged.

     

    2.           Cash Consideration.
In consideration for the Holder executing this Amendment, for agreeing to reduce
the term of the Warrant and for agreeing to eliminate the option to pay the
exercise price by “cashless exercise,” the Company hereby agrees to pay to the
Holder in immediately available funds cash consideration in the amount of
$_______, to be paid contemporaneously with the execution of this Amendment, but
in no event more than one (1) business day thereafter.

     

    3.           The
Company represents, warrants and agrees that:

     

    3.1           it
has all the requisite authority and power to enter into and consummate the
transactions contemplated herein and such transactions shall not contravene any
contractual, regulatory, statutory or other obligation or restriction applicable
to the Company;

     

    3.2           this
Amendment has been duly and validly authorized, executed and delivered by the
Company, and shall constitute a legal, valid, and binding obligation of the
Company, enforceable against it in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, or similar laws affecting the
enforcement of creditors’ rights generally and general equitable principles
whether in a proceeding in equity or at law;

     

    3.3           it has a sufficient number of authorized
and unissued shares of voting common stock to consummate the exercise of the
Warrant;

     

    3.4           any
shares issued to Holder pursuant to an exercise of the Warrant shall be freely
tradable unlegended Common Stock
that may be sold into the public market, subject to the accuracy of Holder’s
representations in Section 4.4 below; and

     

    3.5           if,
from the date of this Amendment until September 1, 2010: (A) the Company enters
into any other arrangement related to the warrants issued concurrently with the
Warrant that involves payment of any consideration for agreeing to reduce the
term of the warrant, eliminating the option to pay the exercise price by
“cashless exercise” or for the exercise of any such warrants prior to their
stated term (other than shares issued pursuant to the existing terms of the
warrants); and (B) the Consideration Premium (as defined below) given by the
Company in connection therewith exists (a “Subsequent
Transaction”), then the Company will promptly (but in any event, within
three business days) pay to the Holder an amount in cash equal to the
Consideration Premium given in the Subsequent Transaction.  For the
purposes hereof, the “Consideration Premium” of any warrants amended by the
Company will mean an amount equal to: (A) (i) any aggregate reduction in the
Exercise Price for such warrants in the Subsequent Transaction paid to the
Company not in accordance with the terms of the original warrants; plus (ii) any
consideration given in the Subsequent Transaction, cash or otherwise; minus (B) any cash
consideration given in consideration of this Amendment; and (C) with the
resulting amount adjusted pro rata based on the applicable number shares of
Common Stock underlying the warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.            The
Holder  represents and warrants that:

     

    4.1           it
has the authority to enter into the transactions and consummate the transactions
contemplated herein and such transactions shall not contravene any contractual,
regulatory, statutory or other obligation or restriction applicable to the
Holder;

     

    4.2           the
Amendment has been duly and validly authorized, executed and delivered by the
Holder, and shall constitute a legal, valid, and binding obligation of the
Holder, enforceable against it in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, or similar laws affecting the
enforcement of creditors’ rights generally and general equitable principles
whether in a proceeding in equity or at law;

     

    4.3           it
has sufficient knowledge and experience in financial and business matters so as
to be capable of bearing the economic risks of participation in this Amendment,
and it is capable of evaluating the merits and risks of participating in this
Amendment, including any risks associated with surrendering certain rights
related to the Warrants; and

     

    4.4           it
is not an affiliate of the Company as such term is defined in Rule 144
promulgated under the Act.

     

    5.           Public
Disclosure.  On or before 8:30 a.m., New York City time, on June 4,
2010, the Company shall file a Current Report on Form 8-K describing the
material terms of the transactions contemplated by the Amendment in the form
required by the Securities Exchange Act of 1934, as amended, and attaching the
Amendment as an exhibit to such filing) (including all attachments, the “8-K
Filing”). From and after the 8-K Filing with the Securities and Exchange
Commission, the Company hereby covenants and agrees that the Holder shall not be
in possession of any material, nonpublic information received from the Company,
any of its subsidiaries or any of their respective officers, directors,
employees or agents, that is not disclosed in the 8-K Filing. The Company shall
not, and shall cause each of its subsidiaries and its and each of their
respective officers, directors, employees and agents, not to, provide the Holder
with any material, nonpublic information regarding the Company or any of its
subsidiaries from and after the 8-K Filing with the Securities and Exchange
Commission without the prior express written consent of the Holder.

     

    6.           Miscellaneous. This Amendment may be executed in
multiple original counterparts, each of which shall be an original, but all of
which shall constitute one and the same Amendment.  This
Amendment and all rights, obligations and liabilities hereunder shall be
governed by, and construed in accordance with, the internal laws of the State of
New York, without giving effect to the principles of conflicts of law that would
require the application of the laws of any other jurisdiction.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the Holder and the Company have executed this Amendment as of
______________, 2010.

    


    


    THE
HOLDER:

    


    [Insert
name]

    


    By:                                                                

    Name:

    Title:

    


    


    THE
COMPANY:

    


    GLOBALSTAR,
INC.

    


    By:                                                                

    Name:

    Title: