Exhibit 10.2


 


VOTING AGREEMENT


 


This
VOTING AGREEMENT, dated as of June 16, 2009 (the “Agreement”) is by and among Thermo Funding
Company, LLC, a Delaware limited liability company (“Thermo”), Globalstar
Holdings, LLC, a Delaware limited liability company (“GH”),
Globalstar Satellite, L.P., a Delaware limited partnership (“GS”) and the James Monroe III Revocable Grantor Trust (“Trust”)  (Thermo, GH,
GS and Trust, collectively, the “Stockholder”),
and Globalstar, Inc., a Delaware corporation (the “Company”).


 


WHEREAS,
as of the date hereof, the Stockholder owns of record and beneficially (as
determined in accordance with Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, but excluding options not yet exercised that
are exercisable within the next 60 days) 76,405,771 shares of capital stock of
the Company (such shares, and any other voting or equity securities of the
Company hereafter acquired by the Stockholder prior to the termination of this
Agreement, being referred to herein collectively as the “Shares”);


 


WHEREAS,
the Company and certain investors (the “Investors”)
in the Company have entered into certain Subscription Agreements, each dated as
of June 16, 2009 (collectively, the “Subscription
Agreements”), pursuant to which, upon the terms and subject to the
conditions thereof, the Investors will purchase up to an aggregate of $55,000,000
of the Company’s 8.00% Convertible Senior Unsecured Notes (the “Notes”) which will be issued pursuant to an
Indenture, dated as of April 15, 2008, between the Company and U.S. Bank,
National Association, as trustee (the “Trustee”),
as supplemented by a supplemental indenture (the “Supplemental Indenture” and, collectively, the “Indenture”) to be dated the date of the
closing of the sale of the Notes (the “Closing
Date”);


 


WHEREAS,
the Notes will be convertible into shares of the common stock, $0.0001 par
value per share (the “Common Stock”),
of the Company, in accordance with the terms of the Notes and the Indenture;


 


WHEREAS,
the Investors will also receive warrants to purchase shares of Common Stock
(the “Warrants” and, together with
the Notes, the “Securities”);


 


WHEREAS,
in order to comply with Nasdaq Listing Rule 5635(d), the Notes and
Warrants cannot be convertible or exercisable for more than 19.9% of the Common
Stock outstanding before the issuance thereof until the stockholders of the
Company have approved the offering of the Notes and the Warrants (collectively,
the “Offering”) in accordance with
such rule;


 


WHEREAS,
Section 3.06 of the Supplemental Indenture will require the Company to
obtain the approval (the “Stockholder
Approval”) by the Company’s stockholders of the issuance of shares
of Common Stock upon conversion of the Notes and exercise of the Warrants in
accordance with the aforementioned Rule 5635(d) within 90 days of the
closing of the sale of the Notes and Warrants; and


 


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WHEREAS,
as a condition to the willingness of the Investors and the Company to enter
into the Subscription Agreements pursuant to which the Company will sell, and
the Investors will purchase, the Notes and the Warrants, the Investors and the
Company have required that the Stockholder agree, and in order to induce the
Investors and the Company to enter into the Subscription Agreements, the
Stockholder is willing to agree, to vote in favor of the Stockholder Approval.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereby agree as follows:


 


Section 1.  Voting of Shares.


 


(a)  Voting. The Stockholder
covenants and agrees that, until the termination of this Agreement in
accordance with the terms hereof, at any meeting of the stockholders of the
Company, however called with respect to any of the following, and in any action
by written consent of the stockholders of the Company with respect to any of the
following, the Stockholder will vote, or cause to be voted, all of its Shares (i) in
favor of the Stockholder Approval and any other matter that could reasonably be
expected to facilitate the Offering and the conversion or exercise of the Notes
and Warrants into or for more than 19.9% of the total Common Stock outstanding
before the issuance thereof in compliance with Nasdaq Listing Rule 5635(d),
(ii) against any matter that could reasonably be expected to hinder,
oppose, impede or delay the Stockholder Approval and the Offering and (iii) against
any liquidation or winding up of the Company.


 


(b)  Irrevocable
Proxy.


 


(i) The
Stockholder hereby irrevocably grants to and appoints, and hereby authorizes
and empowers, Company, and any individual designated in writing by it, and each
of them individually, as the Stockholder’s sole and exclusive proxy and
attorney-in-fact (with full power of substitution and resubstitution), for and
in the Stockholder’s name, place and stead, to vote and exercise all voting and
related rights (to the fullest extent that the Stockholder is entitled to do
so) with respect to its Shares at any meeting of the stockholders of the
Company called, and in every written consent in lieu of such meeting, with
respect to any of the matters specified in, and in accordance and consistent
with, this Section 1. The Stockholder may vote the Shares on all other
matters not contemplated by this Section 1;


 


(ii) The
Stockholder understands and acknowledges that the Investors and the Company are
entering into the Subscription Agreements and engaging in the Offering in
reliance upon the Stockholder’s execution and delivery of this Agreement. The
Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1(b) constitutes
an inducement for the Investors and the Company to enter into the Subscription
Agreements. Except as otherwise provided for herein, the Stockholder hereby (i) affirms
that the irrevocable proxy is coupled with an interest and may under no
circumstances be revoked, (ii) ratifies and confirms all that the


 


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proxies
appointed hereunder may lawfully do or cause to be done by virtue hereof; and (iii) affirms
that such irrevocable proxy is executed and intended to be irrevocable in
accordance with the provisions of Section 212(e) of the Delaware
General Corporation Law.


 


Upon
the execution of this Agreement by the Stockholder, the Stockholder hereby
revokes any and all prior proxies or powers of attorney given by the Stockholder
with respect to the Shares. The Stockholder acknowledges and agrees that no
subsequent proxies with respect to such Shares shall be given, and if given,
shall not be effective. All authority conferred herein shall be binding upon
and enforceable against any successors or assigns of the Stockholder and any
transferees of the Shares. Notwithstanding any other provisions of this
Agreement, the irrevocable proxy granted hereunder shall automatically
terminate upon the Expiration Date (as defined in Section 4).


 


Section 2.  Transfer of Shares.


 


(a)  Until the Expiration Date, or unless
the transferee agrees to be bound by the terms of this Agreement, the
Stockholder covenants and agrees that the Stockholder will not directly or
indirectly, (i) sell, assign, transfer (including by merger or operation
of law), pledge, encumber or otherwise dispose of any of the Shares, (ii) deposit
any of the Shares into a voting trust or enter into a voting agreement or
arrangement with respect to the Shares or grant any proxy or power of attorney
with respect thereto which is inconsistent with this Agreement or (iii) enter
into any contract, option or other arrangement or undertaking with respect to
the direct or indirect sale, assignment, transfer (including by merger or
operation of law) or other disposition of any Shares.


 


(b)  The
Company shall not recognize the transfer of any Shares in violation of the
transfer restrictions set forth in Section 2(a) of this Agreement.


 


Section 3.  Representations
and Warranties of the Stockholder. The Stockholder hereby represents and
warrants to the Investors and the Company as follows:


 


(a)  Ownership
of Shares. The Stockholder owns of record and beneficially all of the
Shares and has good and marketable title to such Shares, free and clear of any
claims, liens, encumbrances and security interests whatsoever, other than liens
under applicable law or as expressly provided in this Agreement. The
Stockholder and its affiliates own no equity interest in the Company other than
the Shares, except for 200,000 unexercised options granted as director
compensation in November 2008. The Stockholder has sole voting power (or
shared voting power solely with its affiliates), without restrictions, with
respect to all of the Shares.


 


(b)  Power,
Binding Agreement. The Stockholder has the all requisite power and
authority to enter into and perform all of its obligations under this
Agreement. This Agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.


 


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(c)  Restriction
on Voting.  The Stockholder shall not
convert, sell or transfer any of the Notes purchased in the Offering before the
Company has obtained the Stockholder Approval.


 


Section 4.  Termination.
This Agreement shall terminate upon the Expiration Date; provided, however, that no such
termination shall relieve any party of liability for a willful breach hereof
prior to termination. As used herein, “Expiration
Date” shall mean the earlier to occur of (i) the date that the
Stockholder Approval is obtained, (ii) the one (1) year anniversary
of the date hereof, and (iii) the date the Subscription Agreements between
the Company and the Investors are terminated in accordance with the terms
thereof.


 


Section 5.  Specific
Performance. The parties hereto agree that irreparable damage would occur
in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or in
equity.


 


Section 6.  Additional
Documents. The Stockholder hereby covenants and agrees to execute and
deliver any additional documents necessary or desirable, in the reasonable
opinion of the Company and the Investors, as the case may be, to carry out the
intent of this Agreement.


 


Section 7.  Miscellaneous.


 


(a)  Entire
Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, between the parties
with respect thereto. This Agreement may not be amended, modified or rescinded
except by an instrument in writing signed by each of the parties hereto and the
Investors.


 


(b)  Severability.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent possible.


 


(c)  Governing
Law. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware without giving effect to any choice
or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdiction) that would cause the application of laws of any
jurisdictions other than those of the State of Delaware.


 


(d)  Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument. This Agreement may be executed by facsimile signature.


 


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(e)  Notices.


 


All
notices, requests, consents and other communications hereunder shall be in
writing, shall be mailed (A) if within the United States by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, or by facsimile or electronic mail, or (B) if
delivered from outside the United States, by International Federal Express (or
other recognized international express courier) or facsimile, and shall be
deemed given (i) if delivered by first-class registered or certified mail,
three business days after so mailed, (ii) if delivered by nationally
recognized overnight carrier, one business day after so mailed, (iii) if
delivered by International Federal Express (or other recognized international
express courier), two business days after so mailed, or (iv) if delivered
by facsimile or electronic mail, upon electronic confirmation of receipt and
shall be delivered as addressed as follows:


 


if
to the Company, to:


 


Globalstar, Inc.


461 South Milpitas Blvd.


Milpitas, California 95035


 


Fax:
408-933-4949

Attn: Chief Financial Officer


 


With
a copy to:


 


Taft
Stettinius & Hollister LLP


425
Walnut Street, Suite 1800


Cincinnati,
OH 45202


 


Fax:
(513) 381-0205

Attn: Arthur McMahon, Esq.


 


if
to the Stockholder, at its address as shown on the books of the Company.


 


(f)   Assignment.
This Agreement shall not be assigned by operation of law or otherwise.


 


(g)  Legal
Counsel. Stockholder acknowledges that it has been advised to, and has had
the opportunity to consult with its legal counsel prior to entering into this
Agreement.


 


(h)  Submission
to Jurisdiction. Each of the parties to this Agreement (i) submits to
the jurisdiction of any state or federal court sitting in New York, New York in
any action or proceeding arising out of or relating to this Agreement or any of
the transactions contemplated by this Agreement, (ii) agrees that all
claims in respect of such action or proceeding may be heard and determined in
any such court, and (iii) agrees not to bring any action or proceeding
arising out of or relating to this Agreement or any of the transactions
contemplated by this Agreement in any other court. Each of the parties hereto
waives any defense of inconvenient forum to the maintenance of any action or
proceeding so brought and waives any bond, surety or other security that might
be required of any other party with respect thereto. Any party hereto


 


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may
make service on another party by sending or delivering a copy of the process to
the party to be served at the address and in the manner provided for the giving
of notices in Section 7(e). Nothing in this Section 7(h), however,
shall affect the right of any party to serve legal process in any other manner
permitted by law.


 


(i)  WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE COMPANY
OR THE STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT OF THIS AGREEMENT.


 


(j)            Attorneys’
Fees.  In the event of any legal
action or proceeding to enforce or interpret the provisions of this Agreement,
the prevailing party shall be entitled to reasonable attorneys’ fees, whether
or not the proceeding results in a final judgment.


 


(k)           Investors as Third Party Beneficiaries.  The Company and the Stockholder each acknowledges
that the Investors are entering into the Subscription Agreements in reliance
upon this Agreement.  Accordingly, each
of the Investors shall be deemed to be a third party beneficiary of this
Agreement (including this Section 7(k)) entitled to the rights and
benefits hereof.   The Company will use
its best efforts at its own expense to ensure that the Stockholder votes or
consents in favor of the Stockholder Approval and otherwise complies the terms
of this Agreement, including pursuing all rights and remedies permitted under
this Agreement.


 


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IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
signed individually or by its respective duly authorized officer as of the date
first written above.


 


	
   

  	
  GLOBALSTAR,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/
  Fuad Ahmad

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Fuad
  Ahmad

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior
  Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THERMO
  FUNDING COMPANY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James
  Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBALSTAR
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James
  Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBALSTAR
  SATELLITE, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James
  Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President,
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JAMES
  MONROE III REVOCABLE GRANTOR TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James
  Monroe III

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Trustee

  



 


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  Witnessed
  as of the date set forth above:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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