Exhibit 10.31


 


Portions of this exhibit have been omitted pursuant to a request
for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934. Such portions are marked “[*]” in this document; they have been filed separately with the Commission.


 


 


Amendment


No. 5


to


Core Network Contract


GINC-C-08-0400


 


 


 


 


 


Server Delta for
Media Gateways in the Core Network


 



    	 



    	 



    

Amendment No. 5


 


This Amendment No.5 to Contract Number
# GINC-C-08-0400 (the “Contract” or the “Core Network Contract”)
effective as of December 20, 2011 (“Amendment No. 5 Effective Date”) is entered into by and between Ericsson
Inc., a Delaware corporation (“Ericsson”) with a place of business at 6300 Legacy Drive, Plano, Texas 75024 and Globalstar,
Inc. (“Globalstar”), a Delaware corporation with offices at 300 Holiday Blvd, Covington, LA 70433 (each a “party”
and collectively the “parties”).


 


WHEREAS,
the parties entered into the Contract for the delivery of Products and Services with respect to Globalstar’s Second Generation
Gateway Core Network Development dated October 1, 2008; 


 


WHEREAS,
the parties amended the Contract effective December 1, 2009 to include schedule changes to the original work under contract and
to add Lawful Intercept, Session Border Gateway (SBG) Node, Signaling Compression (SigComp), Emergency Services Location
(ESL) for Europe and High Penetration Alert (HPA) features as well as Support of Hughes Network Systems, LLC (“Hughes”)
Testing (“Amendment No. 1”);


 


WHEREAS,
the parties amended the Contract effective March 30, 2010 to make laboratory equipment available and provide associated support
services for the Hughes RAN Testing effort (“Amendment No. 2”);


 


WHEREAS,
the parties amended the Contract effective December 10, 2010 to include the tandem switch to support Globalstar’s first generation
gateway in Nigeria (“Amendment No. 3”); and 


 


WHEREAS,
the parties amended the Contract effective November, 2011 to include Lawful Intercept Consulting and Roaming Supplementary Services
(“Amendment No. 4”); and 


 


WHEREAS,
the parties desire to amend the Contract to include the Server Delta for Media Gateways in the Core Network.


 


NOW,
THEREFORE, the following changes and/or additions to the Contract are hereby agreed to by the parties:


 


		1.	The Exhibit A-5, Pricing Schedule, attached hereto, is hereby incorporated into the Contract.



		2.	The Exhibit B, Termination Liability Schedule, attached hereto, is hereby incorporated into the
Contract.



 


		3.	The Exhibit C, Payment Milestones, is hereby incorporated into the Contract. By incorporation of
the attached Exhibit C the parties expressly agree that the payments for the Payment Milestones listed thereon pertaining to Amendment
5 are not subject to the payment deferral set forth in the Letter Agreement dated March 7, 2011.




    	 



    	 



    

 


		4.	With respect to Article 10, Prices and Fees of the Contract, the Total Purchase Price is amended
to be a firm fixed-price of Twenty Eight Million Seven Hundred Sixty Seven Thousand Nine Hundred Four United States Dollars (US$28,767,904).



 


Except as amended herein, all terms and
conditions of the Contract shall remain unchanged and in full force and effect.


 


IN WITNESS WHEREOF, the parties to
this Amendment No. 5 have caused their authorized representatives to execute this Amendment No. 5 as of the Amendment No. 5 Effective
Date.


 


	ERICSSON INC. 	 	GLOBALSTAR, INC. 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Johan R. Westerberg	 	By:	/s/ David Milla	 
	Name:	Johan R. Westerberg	 	Name:	David Milla	 
	Title:	Vice President
Sales 	 	Title:	Contracts Coordinator	 





 



    	 



    	 



    



 


 


 


 


 


Attachments:


 


Exhibit A-5, Pricing
Schedule


 


Exhibit B, Termination
Liability Schedule


 


Exhibit C, Payment
Milestones


 


 



    	 



    	 



    

Exhibit A-5


Contract Amendment No. 5


Server Delta for Media Gateway in the
Core Network


 


Pricing Schedule


[*]


 


 



    	 



    	 



    

Exhibit B


 


Contract Amendment No. 5 – December
20, 2011


 


Replaces Exhibit B – Termination
Liability Schedule in Contract GINC-C-08-0400 


 


Termination Liability Schedule –
Termination for Convenience


Applicable if Globalstar terminates for
convenience pursuant to Article 22


 


[*]


 


 


 



    	 



    	 



    

Exhibit C


Contract Amendment No. 5 –
December 20, 2011


Replaces Exhibit C – Milestones
in Contract GINC-C-08-0400


Payment Milestones 


 


 


[*]