Exhibit 4.1


 


FORM OF


 


GLOBALSTAR, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


To Purchase [   ] Shares of
Common Stock


 


Date of Issuance: June [    ], 2009


 


VOID AFTER June [    ], 2014


 


THIS
CERTIFIES THAT, for value received, [   ]
or its permitted registered assigns (the “Holder”), is entitled to
subscribe for and purchase at the Exercise Price (defined below) from
Globalstar, Inc., a Delaware corporation (the “Company”), up to
[   ] shares of the common stock of the
Company, par value $0.0001 per share (the “Common Stock”).  This warrant is one of a series of warrants
issued by the Company as of the date hereof (individually a “Warrant”
and collectively the “Warrants”) pursuant to those certain subscription
agreements between the Company and the Investors, each dated as of June [    ],
2009 (each a “Subscription Agreement”).


 


1.             Definitions.  Capitalized terms used but not defined herein
shall have their respective meanings as set forth in the Subscription
Agreement.  As used herein, the following
terms have the following respective meanings:


 


(A)          “Black Scholes Value” means the value of this Warrant based on
the Black and Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg using (i) a price per share of Common Stock equal to the
weighted average price of the Common Stock for the Trading Day immediately
preceding the date of consummation of the applicable transaction, (ii) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of the date of consummation of
the applicable transaction and (iii) an expected volatility equal to the
greater of 80% and the 30-day volatility obtained from the HVT function on
Bloomberg determined as of the Trading Day immediately following the date of
the public announcement of the applicable transaction.


 


(B)           “Eligible Market”
means any of the New York Stock Exchange, the American Stock Exchange, The
NASDAQ Global Market, The NASDAQ Global Select Market or The NASDAQ Capital
Market.


 


(C)           “Exercise Period”
means the period commencing six months after the date hereof and ending five (5) years
from the date hereof, unless sooner terminated as provided below.


 


(D)          “Exercise Price”
means $1.80, subject to adjustment pursuant to Section 3 below.


 

















 


(E)           “Exercise Shares”
means the shares of Common Stock issuable upon exercise of this Warrant.


 


(F)           “Exempt Issuance”
means the issuance of (a) shares of Common Stock or options (i) to
employees, officers or directors of the Company pursuant to any stock or option
plan duly adopted and in effect as of the date hereof or (ii) duly adopted
after the date hereof by a majority of the non-employee members of the Board of
Directors or a majority of the members of a committee of non-employee directors
established for such purpose, and (b) the issuance of any shares of Common
Stock pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security outstanding as of the date hereof, provided that
the exercise price or conversion rate of such security has not been reduced
since the date hereof.


 


(G)           “Fundamental Transaction”
means that the Company shall, directly or indirectly, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the
Company is the surviving corporation) another Person, or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company to another Person, or (iii) allow
another Person to make a purchase, tender or exchange offer that is accepted by
the holders of more than the 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the Person or Persons making or
party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), or (iv) consummate a stock purchase
agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than the 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), or (v) reorganize, recapitalize
or reclassify its Common Stock.


 


(H)          “ Person” means an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity and a
government or any department or agency thereof.


 


(I)            “Shareholder Approval”
means the approval by the Company’s shareholders of the issuance of shares of
Common Stock upon conversion of the Unsecured Notes or exercise of the Warrants
in accordance with the requirements of Listing Rule 5635(d) of NASDAQ
Stock Market.


 


(J)            “Trading Day” means (a) any
day on which the Common Stock is listed or quoted and traded on its primary
Trading Market, (b) if the Common Stock is not then listed or quoted and
traded on any Eligible Market, then a day on which trading occurs on the OTC
Bulletin Board (or any successor thereto), or (c) if trading does not
occur on the OTC Bulletin Board (or any successor thereto), any business day.


 


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(K)          “Trading Market”
means the NASDAQ Global Select Market or any other Eligible Market, or any
national securities exchange, market or trading or quotation facility on which
the Common Stock is then listed or quoted.


 


(L)           “Unsecured Notes”
means the 8.00% Convertible Senior Unsecured Notes issued pursuant to the
Second Supplemental Indenture dated as of the date hereof between the Company
and U.S. Bank, National Association.


 


2.             Exercise of Warrant.  Subject to Sections 2.4 and 2.5, 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 either (i) in cash or by wire transfer of immediately available
funds or (ii) if elected by the Holder, pursuant to Section 2.1
below.


 


The
Company shall promptly, and in no case later than the business day immediately
following such receipt, confirm receipt of a Notice of Exercise via fax to the
number specified in such Notice of Exercise.


 


Upon
any such exercise, the Holder shall promptly, and in no case later than five
days after delivery of the applicable Notice of Exercise, deliver the Warrant
to the Company.


 


Execution
and delivery of the Notice of Exercise shall have the same effect as
cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Exercise Shares, if any.


 


Certificates
for shares purchased hereunder shall be transmitted by the transfer agent of
the Company to the Holder by crediting the account of the Holder’s prime broker
with the Depository Trust Company through its Deposit Withdrawal Agent
Commission system if the Company is a participant in such system, and otherwise
by physical delivery to the address specified by the Holder in the Notice of
Exercise, within three business days from the delivery to the Company of the
Notice of Exercise, surrender of this Warrant and payment of the aggregate
Exercise Price as set forth above.  This
Warrant shall be deemed to have been exercised on the date the Exercise Price
is received by the Company.


 


The
person in whose name any certificate or certificates for Exercise Shares are to
be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the
date of delivery of such certificate or certificates, except that, if the date
of such surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.


 


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Subject
to Section 2.4 and the final sentence of this paragraph and to the
extent permitted by law, the Company’s obligations to issue and deliver
Exercise Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any person or entity or any action to enforce
the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other person or entity of
any obligation to the Company or any violation or alleged violation of law by
the Holder or any other person or entity, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Exercise Shares.  The Holder shall, subject to the following
proviso, have the right to pursue any remedies available to it hereunder, at
law or in equity, including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to
timely deliver Exercise Shares upon exercise of this Warrant as required
pursuant to the terms hereof; provided, however, that notwithstanding anything
to the contrary in this Warrant or in the Subscription Agreements, if the
Company is for any reason unable to deliver Exercise Shares upon exercise of
this Warrant as required pursuant to the terms hereof, the Company shall have
no obligation to pay to the Holder any cash or other consideration or otherwise
“net cash settle” this Warrant.


 


2.1           Net Share Exercise.  If during the Exercise Period the Fair Market
Value (as defined below) of one share of the Common Stock is greater than the
Exercise Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant by payment of cash or by wire transfer of immediately
available funds, the Holder may, at its option, elect to effect a “net share
exercise” of this Warrant, in which event, if so effected, the Holder shall
receive Exercise Shares equal to the value (as determined below) of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with the properly endorsed Notice
of Exercise in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:


 


X = Y(A-B)


       A


 


Where            X   =                       the number of Exercise Shares to be
issued to the Holder


 


Y   =                        the number of Exercise Shares with
respect to which this Warrant is being exercised


 


A   =                        the Fair Market Value (as defined below)
of one share of the Company’s Common Stock (at the date of such calculation)


 


B   =                        the Exercise Price (as adjusted to the
date of such calculation)


 


For
purposes of this Warrant, the “Fair Market Value” of one share of Common
Stock means (i) the average of the closing sales prices for the shares of
Common Stock on The NASDAQ Global Select Market or other Eligible Market where
the Common Stock is listed or traded as reported by Bloomberg Financial Markets
(or a comparable reporting service of 


 


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national
reputation selected by the Company and reasonably acceptable to the Holder if
Bloomberg Financial Markets is not then reporting sales prices of such
security) (collectively, “Bloomberg”) for the ten consecutive trading
days immediately before the Exercise Date, or (ii) if an Eligible Market
is not the principal Trading Market for the shares of Common Stock, the average
of the reported sales prices reported by Bloomberg on the principal Trading
Market for the Common Stock during the same period, or, if there is no sales
price for such period, the last sales price reported by Bloomberg prior to such
period, or (iii) if neither of the foregoing applies, the last sales price
of such security in the over-the-counter market on the pink sheets or bulletin
board for such security as reported by Bloomberg, or if no sales price is so
reported for such security, the last bid price of such security as reported by
Bloomberg, or (iv) if “Fair Market Value” cannot be calculated as of such
date on any of the foregoing bases, the “Fair Market Value” shall be as determined
by the Board of Directors of the Company in the exercise of its good faith
judgment.


 


2.2           Issuance of New Warrants.  Upon any partial exercise of this Warrant,
the Company, at its expense, will forthwith and, in any event within five
business days, issue and deliver to the Holder a new warrant or warrants of
like tenor, registered in the name of the Holder, exercisable, in the
aggregate, for the balance of the number of shares of Common Stock remaining
available for purchase under this Warrant.


 


2.3           Payment of Taxes and
Expenses.  The Company
shall pay (a) any recording, filing, stamp or similar tax which may be
payable in respect of, and (b) customary fees of the Depository Trust
Corporation and any transfer agent in connection with, any transfer involved in
the issuance of, and the preparation and delivery of certificates (if
applicable) representing, (i) any Exercise Shares purchased upon exercise
of this Warrant and/or (ii) new or replacement warrants in the Holder’s
name or the name of any transferee of all or any portion of this Warrant;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance, delivery or
registration of any certificates for Exercise Shares or Warrants in a name
other than that of the Holder.  The
Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Exercise Shares
upon exercise hereof.


 


2.4           Exercise Limitations; Holder’s
Restrictions.  A Holder,
other than an Excluded Holder (as defined below), shall not have the right to
exercise any portion of this Warrant, pursuant to Section 2 or
otherwise, to the extent that after giving effect to such issuance after exercise,
such Holder (together with such Holder’s affiliates), as set forth on the
applicable Notice of Exercise, would beneficially own in excess of [4.9][9.9]%
of the number of shares of the Common Stock outstanding immediately after
giving effect to such issuance.  For
purposes of this Section 2.4, the number of shares of Common Stock
beneficially owned by such Holder and its affiliates shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect
to which the determination of such sentence is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (A) exercise
of the remaining, nonexercised portion of this Warrant beneficially owned by
such Holder or any of its affiliates and (B) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company,
subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by such Holder or any of its affiliates.  Except 


 


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as
set forth in the preceding sentence, for purposes of this Section 2.4,
beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act, it being acknowledged by a Holder that the Company is not
representing to such Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and such Holder is solely responsible for any schedules
required to be filed in accordance therewith. 
To the extent that the limitation contained in this Section 2.4
applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by such Holder) and of which a portion of this
Warrant is exercisable shall be in the sole discretion of a Holder, and the
submission of a Notice of Exercise shall be deemed to be each Holder’s
determination of whether this Warrant is exercisable (in relation to other
securities owned by such Holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.  For purposes of this Section 2.4,
in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the
Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a
more recent public announcement by the Company, or (z) any other notice by
the Company or the Company’s transfer agent setting forth the number of shares
of Common Stock outstanding.  Upon the
written or oral request of a Holder, the Company shall within two Trading Days
confirm orally and in writing to such Holder the number of shares of Common
Stock then outstanding.  In any case, the
number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including
this Warrant, by such Holder or its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported.  The provisions of this Section 2.4
may be waived by such Holder, at the election of such Holder, upon not less
than 61 days’ prior notice to the Company, and the provisions of this Section 2.4
shall continue to apply until such 61st day (or such later date, as determined
by such Holder, as may be specified in such notice of waiver).  For purposes of this Section 2.4,
an “Excluded Holder” means a Holder (together with such Holder’s
affiliates) that beneficially owned in excess of [4.9][9.9]% of the number of
shares of the Common Stock outstanding on the date this Warrant was issued to
such Holder; provided, however, that if thereafter such Holder (together with
such Holder’s affiliates) shall beneficially own [4.9][9.9]% or a percentage
less than [4.9][9.9]% of the number of shares of the Common Stock outstanding,
then such Holder shall cease to be an “Excluded Holder” hereunder.


 


2.5           No Exercise Prior to
Shareholder Approval. 
Notwithstanding anything to the contrary contained herein, this Warrant
shall not be exercisable unless the Company has obtained Shareholder
Approval.  The Company shall obtain
Shareholder Approval no later than 60 days after the date hereof.


 


3.             Adjustment of Exercise Price
and Shares.  The
Exercise Price and number of Exercise Shares issuable upon exercise of this
Warrant shall be adjusted from time to time as follows:


 


3.1           Adjustment upon Issuance of
Shares of Common Stock.  If
and whenever on or after the date hereof, the Company issues or sells, or in
accordance with this Section 3 is deemed to have issued or sold,
any shares of Common Stock for a consideration per share (the “New Issuance
Price”) less than a price equal to the Exercise Price in effect immediately
before 


 


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such
issue or sale or deemed issuance or sale (such lesser price being referred to
as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),
then immediately after such Dilutive Issuance, the Exercise Price then in
effect shall be reduced to the Applicable Price, and the number of Exercise
Shares issuable hereunder shall be increased such that the aggregate Exercise
Price payable hereunder, after taking into account the decrease in the Exercise
Price, shall be equal to the aggregate Exercise Price prior to such adjustment.
Notwithstanding the foregoing, no adjustments shall be made, paid or issued
under this Section 3.1 in respect of an Exempt Issuance.  For purposes of determining the adjusted
Exercise Price under this Section 3.1, the following shall be
applicable:


 


3.1.1        Issuance of Options.  If the Company in any manner grants any
options and the lowest price per share for which one share of Common Stock is
issuable upon the exercise of any such option or upon conversion, exercise or
exchange of any convertible securities issuable upon exercise of any such
option is less than the Applicable Price, then such share of Common Stock shall
be deemed to be outstanding and to have been issued and sold by the Company at
the time of the granting or sale of such option for such price per share.  For purposes of this Section 3.1.1,
the “lowest price per share for which one share of Common Stock is issuable
upon exercise of such options or upon conversion, exercise or exchange of such
convertible securities issuable upon exercise of any such option” shall be
equal to the sum of the lowest amounts of consideration, if any, received or
receivable by the Company with respect to any one share of Common Stock upon
the granting or sale of the option, upon exercise of the option and upon
conversion, exercise or exchange of any convertible security issuable upon exercise
of such option.  No further adjustment of
the Exercise Price shall be made upon the actual issuance of such shares of
Common Stock or of such convertible securities upon the exercise of such
options or upon the actual issuance of such shares of Common Stock upon
conversion, exercise or exchange of such convertible securities.


 


3.1.2        Issuance of Convertible
Securities.  If the
Company in any manner issues or sells any convertible securities and the lowest
price per share for which one share of Common Stock is issuable upon the
conversion, exercise or exchange thereof is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have
been issued and sold by the Company at the time of the issuance or sale of such
convertible securities for such price per share.  For the purposes of this Section 3.1.2,
the “lowest price per share for which one share of Common Stock is issuable
upon the conversion, exercise or exchange thereof” shall be equal to the sum of
the lowest amounts of consideration, if any, received or receivable by the
Company with respect to one share of Common Stock upon the issuance or sale of
the convertible security and upon conversion, exercise or exchange of such
convertible security.  No further
adjustment of the Exercise Price shall be made upon the actual issuance of such
shares of Common Stock upon conversion, exercise or exchange of such
convertible securities, and if any such issue or sale of such convertible
securities is made upon exercise of any options for which adjustment of this
Warrant has been or is to be made pursuant to other provisions of this Section 3.1
no further adjustment of the Exercise Price shall be made by reason of such
issue or sale.


 


3.1.3        Change in Option Price or
Rate of Conversion.  If the
purchase price provided for in any options, the additional consideration, if
any, payable upon the issue, 


 


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conversion,
exercise or exchange of any convertible securities, or the rate at which any
convertible securities are convertible into or exercisable or exchangeable for
shares of Common Stock increases or decreases at any time, then the Exercise
Price and the number of Exercise Shares in effect at the time of such increase
or decrease shall be adjusted to the Exercise Price and the number of Exercise
Shares which would have been in effect at such time had such options or
convertible securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate, as the case
may be, at the time initially granted, issued or sold.  For purposes of this Section 3.1.3,
if the terms of any option or convertible security that was outstanding as of
the date of issuance of this Warrant are increased or decreased in the manner
described in the immediately preceding sentence, then such option or
convertible security and the shares of Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such increase or decrease. 
No adjustment pursuant to this Section 3.1 shall be made if
such adjustment would result in an increase of the Exercise Price then in
effect or a decrease in the number of Exercise Shares.


 


3.1.4        Calculation of Consideration
Received.  In case any
option is issued in connection with the issue or sale of other securities of
the Company, together comprising one integrated transaction, (x) the
options will be deemed to have been issued for their Black Scholes Value of
such options and (y) the other securities issued or sold in such integrated
transaction shall be deemed to have been issued for the difference of (I) the
aggregate consideration received by the Company, less (II) the Black
Scholes Value of such options.  If any
shares of Common Stock, options or convertible securities are issued or sold or
deemed to have been issued or sold for cash, the consideration received
therefor will be deemed to be the net amount received by the Company
therefor.  If any shares of Common Stock,
options or convertible securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the
fair value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
will be the weighted average price of such security on the date of
receipt.  If any shares of Common Stock,
options or convertible securities are issued to the owners of the non-surviving
entity in connection with any merger in which the Company is the surviving
entity, the amount of consideration therefor will be deemed to be the fair
value of such portion of the net assets and business of the non-surviving
entity as is attributable to such shares of Common Stock, options or
convertible securities, as the case may be. 
The fair value of any consideration other than cash or securities will
be determined in good faith by the Board of Directors of the Company.  In the event that the Holders of Warrants
exercisable for a majority of the aggregate Exercise Shares (the “Majority
Holders”) object in writing to a valuation within ten days after the
occurrence of an event requiring valuation (the “Valuation Event”), then
the fair value of such consideration will be determined within five business
days after the tenth day following the Valuation Event by an independent,
reputable appraiser jointly selected by the Company and the Majority
Holders.  The determination of such
appraiser shall be final and binding upon all parties absent manifest error,
and the fees and expenses of such appraiser shall be borne equally by the
Company and the Holders.


 


3.1.5        Record Date.  If the Company takes a record of the holders
of shares of Common Stock for the purpose of entitling them (A) to receive
a dividend or other 


 


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distribution
payable in shares of Common Stock, options or in convertible securities or (B) to
subscribe for or purchase shares of Common Stock, options or convertible
securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.


 


3.1.6        Voluntary Adjustment by the
Company.  The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.


 


3.2           Adjustment upon Subdivision
or Combination of Common Stock.  If the Company at any time on or after the
date hereof subdivides (by any stock split, stock dividend, recapitalization,
reorganization, scheme, arrangement or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the
Exercise Price in effect immediately before such subdivision will be
proportionately reduced and the number of Exercise Shares will be
proportionately increased.  If the Company
at any time on or after the date hereof combines (by any stock split, stock
dividend, recapitalization, reorganization, scheme, arrangement or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately before such
combination will be proportionately increased and the number of Exercise Shares
will be proportionately decreased.  Any
adjustment under this Section 3.2 shall become effective at the
close of business on the date the subdivision or combination becomes effective.


 


3.3           Other Events.  If any event occurs of the type contemplated
by the provisions of Section 3.1 or 3.2 but is not expressly
provided for by such provisions (including, without limitation, the granting of
stock appreciation rights, phantom stock rights or other rights with equity
features), then the Company’s Board of Directors will make an appropriate
adjustment in the Exercise Price and the number of Exercise Shares so as to
protect the rights of the Holder; provided that no such adjustment pursuant to
this Section 3.3 will increase the Exercise Price or decrease the
number of Exercise Shares as otherwise determined pursuant to this Section 3.


 


3.4           Adjustment for Common Stock
Price.  If, on the fifteen month
anniversary of the date hereof, the closing sales price for one share of Common
Stock on its primary Trading Market is less than the then-existing Exercise
Price, then the then-existing Exercise Price shall reset to the trailing 15-day
volume weighted average price of one share of Common Stock on its primary
Trading Market (the “Reset Price”); provided,
however, that such reset shall not occur if the Reset Price would be
equal to or greater than the then-existing Exercise Price.


 


4.             Rights Upon Distribution of
Assets.  If the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a
“Distribution”), at any time after the issuance of this Warrant, then,
in each such case:


 


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(A)                              any Exercise
Price in effect immediately before the close of business on the record date
fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying such
Exercise Price by a fraction of which (i) the numerator shall be the
closing bid price of the shares of Common Stock on the Trading Day immediately
preceding such record date minus the value of the Distribution (as determined
in good faith by the Company’s Board of Directors) applicable to one share of
Common Stock, and (ii) the denominator shall be the closing bid price of
the shares of Common Stock on the Trading Day immediately preceding such record
date; and


 


(B)                                the number of
Exercise Shares shall be increased to a number of shares equal to the number of
shares of Common Stock obtainable immediately before the close of business on
the record date fixed for the determination of holders of shares of Common
Stock entitled to receive the Distribution multiplied by the reciprocal of the
fraction set forth in the immediately preceding paragraph (A); provided that in
the event that the Distribution is of shares of Common Stock (or common stock)
(“Other Shares of Common Stock”) of a company whose common shares are
traded on a national securities exchange or a national automated quotation
system, then the Holder may elect to receive a warrant to purchase Other Shares
of Common Stock in lieu of an adjustment in the number of Exercise Shares, the
terms of which shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the number of shares of Other Shares of
Common Stock that would have been payable to the Holder pursuant to the
Distribution had the Holder exercised this Warrant immediately before such
record date and with an aggregate exercise price equal to the product of the
amount by which the exercise price of this Warrant was decreased with respect
to the Distribution pursuant to the terms of the immediately preceding
paragraph (A) and the number of Exercise Shares calculated in accordance
with the first part of this paragraph (B).


 


5.                                       Purchase
Rights; Fundamental Transactions.


 


5.1                                 Purchase Rights.  In addition to any adjustments pursuant to Section 3
above, if at any time the Company grants, issues or sells any options,
convertible securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of shares of Common
Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the
number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant)
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.


 


5.2                                 Fundamental
Transactions.  The Company
shall not enter into or be party to a Fundamental Transaction unless the
successor entity assumes this Warrant in accordance with the provisions of this
Section 5.2, including agreements to deliver to each holder of
Warrants in exchange for such Warrants a security of the successor entity
evidenced by a written 


 


10

















 


instrument substantially similar in form and
substance to this Warrant, including, without limitation, an adjusted exercise
price equal to the value for the shares of Common Stock reflected by the terms of
such Fundamental Transaction, and exercisable for a corresponding number of
shares of capital stock equivalent to the shares of Common Stock acquirable and
receivable upon exercise of this Warrant (without regard to any limitations on
the exercise of this Warrant) before such Fundamental Transaction.  Upon the occurrence of any Fundamental
Transaction, the successor entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of
this Warrant referring to the “Company” shall refer instead to the successor
entity), and may exercise every right and power of the Company and shall assume
all of the obligations of the Company under this Warrant with the same effect
as if such successor entity had been named as the Company herein.  In addition to and not in substitution for
any other rights hereunder, before the consummation of any Fundamental
Transaction pursuant to which holders of shares of Common Stock are entitled to
receive securities or other assets with respect to or in exchange for shares of
Common Stock (a “Corporate Event”), the Company shall make appropriate
provision to insure that the Holder will thereafter have the right to receive
upon an exercise of this Warrant at any time after the consummation of the
Fundamental Transaction but before the end of the Exercise Period, in lieu of
the shares of the Common Stock (or other securities, cash, assets or other
property) purchasable upon the exercise of the Warrant before such Fundamental Transaction,
such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder
would have been entitled to receive upon the happening of such Fundamental
Transaction had the Warrant been exercised immediately before such Fundamental
Transaction.  If holders of Common Stock
are given any choice as to the securities, cash or property to be received in a
Fundamental Transaction, then the Holder shall be given the same choice as to
the consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction.  The provisions
of this Section 5.2 shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events and shall be applied without
regard to any limitations on the exercise of this Warrant.  Notwithstanding the foregoing, in the event
of a Fundamental Transaction, at the request of the Holder delivered before the
15th day after consummation of such Fundamental
Transaction, the Company (or the successor entity) shall purchase this Warrant
from the Holder by paying to the Holder, within five business days after such
request (or, if later, within two business days after the effective date of the
Fundamental Transaction), cash in an amount equal to the Black Scholes Value of
the remaining unexercised portion of this Warrant on the date of such
Fundamental Transaction.


 


6.                                       Noncircumvention.  The Company hereby covenants and agrees that
the Company will not, by amendment of its Certificate of Incorporation, Bylaws
or through any reorganization, transfer of assets, consolidation, merger,
scheme of arrangement, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, and will at all times in good faith carry out all
the provisions of this Warrant.  Without
limiting the generality of the foregoing, the Company (i) shall not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (iii) shall, so long
as this Warrant is outstanding, take all action necessary to reserve and keep
available out of its 


 


11

















 


authorized and unissued shares of Common
Stock, solely for the purpose of effecting the exercise of this Warrant, 100%
of the number of shares of Common Stock issuable upon exercise of this Warrant
then outstanding (without regard to any limitations on exercise).


 


7.                                       Fractional
Shares.  No fractional shares shall be
issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto.  All Exercise Shares
(including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance
of any fractional share.  If, after
aggregation, the exercise would result in the issuance of a fractional share,
the number of Exercise Shares to be issued will be rounded down to the nearest
whole share.


 


8.                                       No Stockholder
Rights.  Other than as provided herein,
this Warrant in and of itself shall not entitle the Holder to any voting rights
or other rights as a stockholder of the Company.


 


9.                                       Transfer of
Warrant.  Subject to applicable laws and
the restriction on transfer set forth in the Subscription Agreement, this
Warrant and all rights hereunder are transferable, by the Holder in person or
by duly authorized attorney, upon delivery of this Warrant and the form of
assignment attached hereto to any transferee designated by Holder.  The transferee shall sign an investment
letter in form and substance reasonably satisfactory to the Company and its
counsel.  Any purported transfer of all or
any portion of this Warrant in violation of the provisions of this Warrant shall
be null and void.


 


10.                                 Lost, Stolen,
Mutilated or Destroyed Warrant.  If this Warrant is lost, stolen, mutilated or
destroyed, the Company may, on such terms as to indemnity or otherwise as it
may reasonably impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor as
this Warrant so lost, stolen, mutilated or destroyed.  Any such new Warrant shall constitute an
original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable
by anyone.


 


11.                                 Notices, etc.  All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed
facsimile to the facsimile number specified in writing by the recipient if sent
during normal business hours of the recipient on a Trading Day, if not, then on
the next Trading Day, (c) the next Trading Day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All
communications shall be sent to the Company at the address listed on the
signature page hereto and to Holder at the applicable address set forth on
the applicable signature page to the Subscription Agreement or at such
other address as the Company or Holder may designate by ten days advance
written notice to the other parties hereto.


 


12.                                 Acceptance.  Receipt of this Warrant by the Holder shall
constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 


12

















 


13.                                 Governing Law.  This Warrant 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.


 


14.                                 Amendment or Waiver.  Any term of this Warrant may be amended or
waived (either generally or in a particular instance and either retroactively
or prospectively) with the written consent of the Company and the Holder of
this Warrant.  No waivers of any term,
condition or provision of this Warrant, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


13

















 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of June [    ], 2009.


 


	
   

  	
  GLOBALSTAR,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


461 South Milpitas Blvd.


Milpitas, CA 95035


 


14

















 


NOTICE OF EXERCISE


 


TO:  GLOBALSTAR, INC.


 


(1)                                 o                                     The undersigned
hereby elects to purchase [   ] shares of
the common stock, par value $0.0001 (the “Common Stock”), of Globalstar, Inc.,
a Delaware corporation (the “Company”), pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.


 


o                                    The undersigned
hereby elects to purchase [   ] shares of
Common Stock of the Company pursuant to the terms of the net share exercise
provisions set forth in Section 2.1 of the attached Warrant, and
shall tender payment of all applicable transfer taxes, if any.


 


(2)                                  Please issue
the certificate for shares of Common Stock in the name of:


 


	
   

  



(Print or Type Name)


 


(Social Security or other Identifying Number)


 


(Street Address)


 


(City, State, Zip Code)


 


(3)                                  If such number
of shares shall not be all the shares purchasable upon the exercise of the
Warrants evidenced by this Warrant, a new warrant certificate for the balance
of such warrants remaining unexercised shall be registered in the name of and
delivered to:


 


Please
insert social security or other identifying number:


 


	
   

  



(Please print name and address)


 


(4)                                  Please send
confirmation of receipt of this Notice and Exercise to the following fax
number:


 

















 


	
  Dated:

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name)

  



 

















 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this form and supply the
required information.


Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
hereby assigned to:


 


	
  Name:

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  



 


	
  Holder’s
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder’s
  Address:

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


NOTE:
The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever.  Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.