Exhibit 10.1


 


FORM OF


 


SUBSCRIPTION AGREEMENT


 


Globalstar, Inc.


461
South Milpitas Blvd.


Milpitas,
California 95035


 


Gentlemen:


 


The undersigned (the “Investor”) hereby confirms its agreement
with Globalstar, Inc., a Delaware
corporation (the “Company”), as
follows:


 


1.                                    This Subscription Agreement, including
the Terms and Conditions for Purchase of Securities attached hereto as Annex I
(collectively, this “Agreement”)
is made as of the date set forth below between the Company and the Investor.


 


2.                                    The Company has authorized the sale and
issuance to certain investors of an aggregate of $55,000,000 of the Company’s
8.0% Convertible Senior Unsecured Notes (the “Notes”)
in substantially the form attached hereto as Exhibit B, which are
convertible into shares of common stock (the “Shares”),
$0.0001 par value per share (the “Common
Stock”) of the Company in accordance with the terms of the Notes and
the Indenture.  The Notes will be issued
pursuant to an Indenture dated as of April 15, 2008 (the “Indenture”) between the Company and U.S.
Bank, National Association, as trustee (the “Trustee”),
as supplemented by the supplemental indenture to be dated the Closing Date in
the form of Exhibit D attached hereto, and (ii) for each
$1,000 principal amount of Notes purchased, each Investor will also receive
warrants to purchase 277.8 shares of Common Stock at a price of $1.80 per share
(the “Warrant,” collectively, the “Warrants”, together with the Notes, are
referred to herein as the “Securities”),
in substantially the form attached hereto as Exhibit C.  The Notes and Warrants are immediately
separable and will be issued separately. The terms and conditions of the
Warrants are set forth in the Final Term Sheet. 
The shares of Common Stock issuable upon exercise of the Warrants are
referred to herein as the “Warrant Shares.”


 


3.                                    The offering and sale of the Securities
(the “Offering”) and the Common
Stock issuable upon exercise or conversion, as applicable, are being made
pursuant to (a) an effective Registration Statement on Form S-3, No. 333-149798
(the “Registration Statement”)
filed by the Company with the Securities and Exchange Commission (the “Commission”), including the Prospectus
contained therein (the “Base Prospectus”),
(b) if applicable, certain “free writing prospectuses” (as that term is
defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”)), that have been or will be filed, if
required, with the Commission and delivered to the Investor on or prior to the
date hereof (the “Issuer Free Writing Prospectus”),
containing certain supplemental information regarding the Securities, the terms
of the Offering and the Company, (c) if applicable, a Preliminary
Prospectus Supplement (the “Preliminary
Prospectus Supplement”) containing
certain supplemental information regarding the Securities, the terms of the
Offering and the Company and (d) a Prospectus Supplement (the “Prospectus Supplement” and, together with 


 

















 


the Base
Prospectus, the “Prospectus”)
containing certain supplemental information regarding the Securities and terms
of the Offering that will be filed with the Commission and delivered to the
Investor (or made available to the Investor by the filing by the Company of an
electronic version thereof with the Commission).


 


4.                                    The Company and the Investor agree that
the Investor will purchase from the Company and the Company will issue and sell
to the Investor the Securities set forth below for the aggregate purchase price
set forth below.  The Securities shall be
purchased pursuant to the Terms and Conditions for Purchase of Securities
attached hereto as Annex I and incorporated herein by this
reference as if fully set forth herein. 
The Investor acknowledges that the Offering is not being underwritten by
the placement agent (the “Placement Agent”)
named in the Prospectus Supplement and that there is no minimum offering
amount.


 


5.                                    The manner of settlement of the Notes
purchased by the Investor shall be determined by such Investor as follows (check
one):


 


	
  o A.

  	
  Delivery by
  crediting the account of the Investor’s prime broker (as specified by such
  Investor on Exhibit A annexed hereto) with the Depository Trust
  Company (“DTC”) through its
  Deposit/Withdrawal At Custodian (“DWAC”)
  system, whereby Investor’s prime broker shall initiate a DWAC transaction on
  the Closing Date using its DTC participant identification number, and
  released by Computershare Investor Services LLC, the Company’s transfer agent
  (the “Transfer Agent”), at the
  Company’s direction. NO LATER THAN ONE
  (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR
  AND THE COMPANY, THE INVESTOR SHALL:

  
	
   

  
	
   

  	
  (I)

  	
  DIRECT
  THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE
  NOTES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO
  CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE NOTES, AND

  
	
   

  	
   

  	
   

  
	
   

  	
  (II)

  	
  REMIT
  BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE
  FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT:

  



 


JPMorgan Chase Bank, N.A.

ABA # 021000021

Account Name: Globalstar, Inc.

Account Number: 


Attention: Audrey
Cohen

Tel: (212) 623-5078


 


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  – OR –

  	
   

  
	
   

  	
   

  	
   

  
	
  o B.

  	
  Delivery versus
  payment (“DVP”) through DTC (i.e.,
  on the Closing Date, the Company shall deliver the Notes registered in the
  Investor’s name and address as set forth below and released by the Transfer
  Agent to the Investor through DTC at the Closing directly to the
  account(s) at Lazard Capital Markets LLC (“LCM”) identified by the Investor; upon receipt of such
  Notes, LCM shall promptly electronically deliver such Notes to the Investor,
  and simultaneously therewith payment shall be made by LCM by wire transfer to
  the Company). NO LATER THAN ONE
  (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR
  AND THE COMPANY, THE INVESTOR SHALL:

  
	
   

  	
   

  
	
   

  	
  (I)

  	
  NOTIFY
  LCM OF THE ACCOUNT OR ACCOUNTS AT LCM TO BE CREDITED WITH THE NOTES BEING
  PURCHASED BY SUCH INVESTOR, AND

  
	
   

  	
   

  	
   

  
	
   

  	
  (II)

  	
  CONFIRM
  THAT THE ACCOUNT OR ACCOUNTS AT LCM TO BE CREDITED WITH THE NOTES BEING PURCHASED
  BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE
  FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR.

  
				



 


IT
IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER
OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE
FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER.  IF THE INVESTOR DOES NOT DELIVER THE
AGGREGATE PURCHASE PRICE FOR THE SECURITIES OR DOES NOT MAKE PROPER
ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE NOTES AND WARRANTS MAY NOT
BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED
FROM THE CLOSING ALTOGETHER.


 


6.                                    The executed Warrant shall be delivered
in accordance with the terms thereof.


 


7.                                    The Notes shall be delivered in
accordance with the terms thereof.


 


8.                                    The Investor represents that, except as
set forth below, (a) it has had no position, office or other material
relationship within the past three years with the Company or persons known to
it to be affiliates of the Company, (b) it is not a member of the
Financial Industry Regulatory Authority, Inc. or an Associated Person (as
such term is defined under the NASD Membership and Registration Rules Section 1011)
as of the Closing, and (c) neither the Investor nor any group of Investors
(as identified in a public filing made with the Commission) of which the
Investor is a part in connection with the Offering of the Securities, acquired,
or obtained the right to acquire, 20% or more of the Common Stock (or
securities convertible into or exercisable for Common Stock) or the voting
power of the Company on a post-transaction basis.  Exceptions:


 


(If no exceptions, write “none.” If left blank,
response will be deemed to be “none.”)


 


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9.                                    The Investor represents that it has
received (or otherwise had made available to it by the filing by the Company of
an electronic version thereof with the Commission) the Base Prospectus which is
a part of the Company’s Registration Statement, the documents incorporated by
reference therein and any free writing prospectus (collectively, the “Disclosure Package”), prior to or in
connection with the receipt of this Agreement. 
The Investor acknowledges that, prior to the delivery of this Agreement
to the Company, the Investor will receive certain additional information
regarding the Offering, including a term sheet and pricing information (the “Offering Information”).  Such information may be provided to the
Investor by any means permitted under the Act, including the Prospectus
Supplement, a free writing prospectus and oral communications.


 


10.                              No offer by the Investor to buy
Securities will be accepted and no part of the Purchase Price will be delivered
to the Company until the Investor has received the Offering Information and the
Company has accepted such offer by countersigning a copy of this Agreement, and
any such offer may be withdrawn or revoked, without obligation or commitment of
any kind, at any time prior to the Company (or Placement Agent on behalf of the
Company) sending (orally, in writing or by electronic mail) notice of its
acceptance of such offer.  An indication
of interest will involve no obligation or commitment of any kind until the
Investor has been delivered the Offering Information and this Agreement is
accepted and countersigned by or on behalf of the Company.


 


11.                              The Company acknowledges that the only
material, non-public information relating to the Company it has provided to the
Investor in connection with the Offering prior to the date hereof is the
existence of the Offering.


 


12.                              For so long as any Notes or Warrants
remain outstanding, except for issuances to Thermo Funding Company LLC pursuant
to the contingent equity account supporting the Facility Agreement (as defined
in the Placement Agreement), the Company shall not, in any manner, issue or
sell any rights, warrants or options to subscribe for or purchase Common Stock,
or directly or indirectly convertible into or exchangeable for Common Stock at
a price which resets as a function of market price of the Common Stock, unless
the conversion, exchange or exercise price of any such security cannot be less
than the then applicable Exercise Price (as defined in the Warrants) or sale
price (as set forth in the Note) with respect to the Common Stock into which
any Warrant is exercisable or Note is convertible.


 


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Aggregate
Principal Dollar Amount of Notes: $


 


Warrants to
Purchase an Aggregate of up to
                                          
shares of Common Stock


 


Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.


 


	
   

  	
  Dated as of: June     ,
  2009

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
  Agreed and Accepted

  
	
  this      day of June, 2009:

  
	
   

  
	
  GLOBALSTAR, INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
									



 


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ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES


 


1.                                       Authorization and Sale
of the Securities.  Subject to the terms and conditions of this
Agreement, the Company has authorized the sale of the Securities.


 


2.                                       Agreement to Sell and
Purchase the Securities; Placement Agent.


 


2.1                                 At the Closing (as defined in Section 3.1),
the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the Securities set
forth on the last page of the Agreement to which these Terms and
Conditions for Purchase of Securities are attached as Annex I (the
“Signature Page”) for the
aggregate purchase price therefor set forth on the Signature Page.


 


2.2                                 The Company proposes to enter into
substantially this same form of Subscription Agreement with certain other
investors (the “Other Investors”)
and expects to complete sales of Securities to them.  The Investor and the Other Investors are
hereinafter sometimes collectively referred to as the “Investors,” and this
Agreement and the Subscription Agreements executed by the Other Investors are
hereinafter sometimes collectively referred to as the “Agreements.”


 


2.3                                 Investor acknowledges that the Company
has agreed to pay Lazard Capital Markets LLC (the “Placement Agent” or “LCM”)
a fee (the “Placement Fee”) in
respect of the sale of Securities to the Investor.


 


2.4                                 The Company has entered into a Placement
Agent Agreement, dated June 16, 2009 (the “Placement Agreement”), with the Placement Agent that contains
certain representations, warranties, covenants and agreements of the Company
that may be relied upon by the Investor, which shall be a third party
beneficiary thereof.


 


2.5                                 The Company has entered into an Indenture
dated as of April 10, 2008 between the Company and U.S. Bank, National
Association, as trustee, as supplemented by the supplemental indenture to be
dated the Closing Date, pursuant to which the Securities will be issued.


 


3.                                       Closing and Delivery of
the Notes, Warrants and Funds.


 


3.1                                 Closing. 
The completion of the purchase and sale of the Securities (the “Closing”) shall occur at a place and time
(the “Closing Date”) to be
specified by the Company and the Placement Agent, and of which the Investors
will be notified in advance by the Placement Agent, in accordance with Rule 15c6-1
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  At the Closing, (a) the Company shall
cause the Transfer Agent to deliver to the Investor the Notes set forth on the
Signature Page registered in the name of the Investor or, if so indicated
on the Investor Questionnaire attached hereto as Exhibit A, in the
name of 


 

















 


a nominee
designated by the Investor, (b) the Company shall cause to be delivered to
the Investor a Warrant to purchase a number of whole Warrant Shares as set
forth on the signature page and (c) the aggregate purchase price for
the Securities being purchased by the Investor will be delivered by or on
behalf of the Investor to the Company.


 


3.2                                 Conditions to the
Obligations of the Parties.


 


(a)                                  Conditions to the
Company’s Obligations.  The Company’s obligation to
issue and sell the Securities to the Investor shall be subject to: (i) the
receipt by the Company of the purchase price for the Securities being purchased
hereunder as set forth on the Signature Page, (ii) the accuracy of the
representations and warranties made by the Investor and the fulfillment of
those undertakings of the Investor to be fulfilled prior to the Closing Date
and (iii) the sale of Securities of not less than $45 million in gross
proceeds by the Company in connection with this Offering.


 


(b)                                 Conditions to the
Investor’s Obligations.  The
Investor’s obligation to purchase the Securities is subject to (i) the
accuracy of the representations and warranties made by the Company and the
fulfillment of those undertakings of the Company to be fulfilled prior to the
Closing Date, including the representations and warranties and undertakings of
the Company in the Placement Agreement, (ii) the satisfaction of the
conditions contained in the Placement Agreement, (iii) the Company shall
have certified that each of the Initial Conditions Precedent to Utilisation
under the COFACE Facility Agreement have been satisfied (except the condition
that the Company raise $45,000,000 in equity capital or subordinated loans), (iv) the
Placement Agreement being in full force and effect and not having been
terminated and (v) the Placement Agent not having determined that the
conditions to the closing in the Placement Agreement have not been
satisfied.  The Investor’s obligations to
purchase the Securities are further conditioned upon the sale by the Company of
Securities in connection with the Offering resulting in not less than $45
million in gross proceeds to the Company. 
The Investor understands and agrees that, in the event that the Placement
Agent in its sole discretion determines that the conditions to closing in the
Placement Agreement have not been satisfied or if the Placement Agent Agreement
may be terminated for any other reason permitted by such Agreement, then the
Placement Agent may, but shall not be obligated to, terminate such Agreement,
which shall have the effect of terminating this Subscription Agreement pursuant
to Section 14 below.


 


3.3                                 Delivery of Funds.


 


(a)                                  DWAC Delivery. 
If the Investor elects to settle the Notes purchased by such Investor
through DTC’s Deposit/Withdrawal at Custodian (“DWAC”) delivery system, no
later than one (1) business day after the execution of this Agreement by
the Investor and the Company, the Investor shall remit by wire
transfer the amount of funds equal to the aggregate purchase price for the
Securities being purchased by the Investor to the following account designated
by the Company and the Placement Agent pursuant to the terms of that certain
Escrow Agreement (the “Escrow Agreement”)
dated as of the date hereof, by and among the Company, the Placement Agent and
JPMorgan Chase Bank, N.A. (the “Escrow Agent”):


 


2

















 


JPMorgan Chase Bank, N.A.

ABA # 021000021

Account Name: Globalstar, Inc.

Account Number:

Attention: Audrey Cohen

Tel: (212) 623-5078


 


Such funds shall be held
in escrow until the Closing and delivered by the Escrow Agent on behalf of the
Investors to the Company upon the satisfaction, in the sole judgment of the
Placement Agent, of the conditions set forth in Section 3.2(b) hereof.  The Placement Agent shall have no rights in
or to any of the escrowed funds, unless the Placement Agent and the Escrow
Agent are notified in writing by the Company in connection with the Closing
that a portion of the escrowed funds shall be applied to the Placement
Fee.  Pursuant to the terms of the Escrow
Agreement, the Company has agreed to indemnify and hold the Escrow Agent
harmless from and against any and all losses, costs, damages, expenses and
claims (including, without limitation, court costs and reasonable attorneys
fees) (“Losses”) arising under
this Section 3.3 or otherwise with respect to the funds held in
escrow pursuant hereto or arising under the Escrow Agreement, except to the
extent that it is finally, judicially determined that such Losses resulted from
the willful misconduct or gross negligence of the Escrow Agent.  Anything in this Agreement to the contrary
notwithstanding, in no event shall the Escrow Agent be liable for any special,
indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Escrow Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


(b)                                 Delivery Versus Payment
through The Depository Trust Company.  If the
Investor elects to settle the Notes purchased by such Investor by delivery
versus payment through DTC, no later than
one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall confirm that the account or
accounts at the Placement Agent to be credited with the Notes being purchased
by the Investor have a minimum balance equal to the aggregate purchase price
for the Securities being purchased by the Investor.


 


3.4                                 Delivery of Notes.


 


(a)                                  DWAC Delivery. 
If the Investor elects to settle the Notes purchased by such Investor
through DTC’s DWAC delivery system, no
later than one (1) business day after the execution of this Agreement by
the Investor and the Company, the Investor shall direct the
broker-dealer at which the account or accounts to be credited with the Notes
being purchased by such Investor are maintained, which broker/dealer shall be a
DTC participant, to set up a DWAC instructing Computershare Investor Services
LLC, the Company’s “Transfer Agent”,
to credit such account or accounts with the Notes.  Such DWAC instruction shall indicate the
settlement date for the deposit of the Notes, which date shall be provided to
the Investor by LCM.  Simultaneously with
the delivery to the Company by the Escrow Agent of the funds held in escrow
pursuant to Section 3.3 above, the Company shall direct the
Transfer Agent to credit the Investor’s account or accounts with the Notes
pursuant to the information contained in the DWAC.


 


(b)                                 Delivery Versus Payment
through The Depository Trust Company.  If the
Investor elects to settle the Notes purchased by such Investor by delivery
versus 


 


3

















 


payment through
DTC, no later than one (1) business day after the execution of this
Agreement by the Investor and the Company, the Investor shall notify LCM of the
account or accounts at LCM to be credited with the Notes being purchased by
such Investor.  On the Closing Date, the
Company shall deliver the Notes to the Investor through DTC directly to the
account(s) at LCM identified by Investor and simultaneously therewith
payment shall be made by LCM by wire transfer to the Company.


 


4.                                       Representations,
Warranties and Covenants of the Investor.


 


The Investor
acknowledges, represents and warrants to, and agrees with, the Company and the
Placement Agent that:


 


4.1                                 The Investor (a) is knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions
with respect to, investments in shares presenting an investment decision like
that involved in the purchase of the Securities, including investments in
securities issued by the Company and investments in comparable companies, (b) has
answered all questions on the Signature Page and the Investor
Questionnaire and the answers thereto are true and correct as of the date
hereof and will be true and correct as of the Closing Date and (c) in
connection with its decision to purchase the Securities set forth on the
Signature Page, has received and is relying only upon the Disclosure Package
and the documents incorporated by reference therein and the Offering
Information.


 


4.2                                 (a) No action has been or will be
taken in any jurisdiction outside the United States by the Company or the
Placement Agent that would permit an offering of the Securities, or possession
or distribution of offering materials in connection with the issue of the
Securities in any jurisdiction outside the United States where action for that
purpose is required, (b) if the Investor is outside the United States, it
will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Securities or has
in its possession or distributes any offering material, in all cases at its own
expense and (c) the Placement Agent is not authorized to make and has not
made any representation, disclosure or use of any information in connection
with the issue, placement, purchase and sale of the Securities, except as set
forth or incorporated by reference in the Base Prospectus or the Prospectus
Supplement or any free writing prospectus.


 


4.3                                 (a) The Investor has full right,
power, authority and capacity to enter into this Agreement and to consummate
the transactions contemplated hereby and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement, and (b) this
Agreement constitutes a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and except as to the
enforceability of any rights to indemnification or contribution that may be
violative of the public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or regulation).


 


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4.4                                 The Investor understands that nothing in
this Agreement, the Prospectus, the Disclosure Package, the Offering
Information or any other materials presented to the Investor in connection with
the purchase and sale of the Securities constitutes legal, tax or investment
advice.  The Investor has consulted such
legal, tax and investment advisors and made such investigation as it, in its
sole discretion, has deemed necessary or appropriate in connection with its
purchase of Securities.  The Investor
also understands that there is no established public trading market for the
Warrants or Notes being offered in the Offering, and that the Company does not
expect such a market to develop.  In
addition, the Company does not intend to apply for listing the Warrants or
Notes on any securities exchange. 
Without an active market, the liquidity of the Warrants and Notes will
be limited.


 


4.5                                 Since the date on which the Placement
Agent first contacted the Investor about the Offering, the Investor has not
disclosed any information regarding the Offering to any third parties (other
than its legal, accounting and other advisors) and has not engaged in any
purchases or sales involving the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities).  The Investor covenants that it will not
engage in any purchases or sales involving the securities of the Company
(including Short Sales) prior to the time that the transactions contemplated by
this Agreement are publicly disclosed.  The Investor agrees that it will not use any
of the Securities or shares of Common Stock issuable upon exercise or
conversion, as applicable, of the Securities acquired pursuant to this
Agreement to cover any short position in the Common Stock if doing so would be
in violation of applicable securities laws. 
For purposes hereof, “Short Sales”
include, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Exchange Act, whether or not
against the box, and all types of direct and indirect stock pledges, forward
sales contracts, options, puts, calls, short sales, swaps, “put equivalent
positions” (as defined in Rule 16a-1(h) under the Exchange Act) and
similar arrangements (including on a total return basis), and sales and other
transactions through non-US broker dealers or foreign regulated brokers.


 


4.6                                 Survival of
Representations, Warranties and Agreements; Third Party Beneficiary. 
Notwithstanding any investigation made by any party to this Agreement or
by the Placement Agent, all covenants, agreements, representations and
warranties made by the Company and the Investor herein will survive the
execution of this Agreement, the delivery to the Investor of the Notes and
Warrants being purchased and the payment therefor.  The Placement Agent and Lazard Fréres &
Co. shall be third party beneficiaries with respect to the representations,
warranties and agreements of the Investor in Section 4 hereof.


 


5.                                       Notices. 
All notices, requests, consents and other communications hereunder will
be in writing, will be mailed (a) if within the domestic United States by
first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, or by facsimile or (b) if delivered from
outside the United States, by International Federal Express or facsimile, and (c) will
be deemed given (i) if delivered by first-class registered or certified
mail domestic, 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, two business days after so mailed
and (iv) if delivered by facsimile, upon electronic confirmation of
receipt and will be delivered and addressed as follows:


 


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(a)                                  if to the Company, to:


 


Globalstar, Inc.


461
South Milpitas Blvd.


Milpitas,
California 95035


Attention: Chief Financial Officer


Facsimile: (408) 933-4949


 


with
copies to:


 


Taft Stettinius & Hollister LLP


425
Walnut Street, Suite 1800


Cincinnati, OH 45202


Attention: 
Arthur McMahon, Esq.


Facsimile: (513) 381-0205


 


(b)                                 if to the Investor, at its address on the
Signature Page hereto, or at such other address or addresses as may have
been furnished to the Company in writing.


 


6.                                       Changes. 
This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the Investor.


 


7.                                       Headings. 
The headings of the various sections of this Agreement have been
inserted for convenience of reference only and will not be deemed to be part of
this Agreement.


 


8.                                       Severability. 
In case any provision contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein will not in any way
be affected or impaired thereby.


 


9.                                       Governing Law. 
This Agreement will 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.


 


10.                                 Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which will constitute an original, but all of which, when taken together, will
constitute but one instrument, and will become effective when one or more
counterparts have been signed by each party hereto and delivered to the other
parties.  The Company and the Investor
acknowledge and agree that the Company shall deliver its counterpart to the
Investor along with the Prospectus Supplement (or the filing by the Company of
an electronic version thereof with the Commission).


 


11.                                 Confirmation of Sale. 
The Investor acknowledges and agrees that such Investor’s receipt of the
Company’s signed counterpart to this Agreement, together with the Prospectus
Supplement (or the filing by the Company of an electronic version thereof with
the Commission), shall constitute written confirmation of the Company’s sale of
the Securities to such Investor.


 


6

















 


12.                                 Press Release. 
The Company and the Investor agree that the Company shall, prior to the
opening of the financial markets in New York City on the business day
immediately after the date hereof, (a) issue a press release announcing
the Offering and disclosing all material information regarding the Offering and
(b) file a Current Report on Form 8-K with the Securities and
Exchange Commission including a form of this Agreement, form of Note,
supplemental Indenture and a form of Warrant as exhibits thereto.


 


13.                                 Termination. 
In the event that the Placement Agreement is terminated by the Placement
Agent pursuant to the terms thereof, this Agreement shall terminate without any
further action on the part of the parties hereto.


 


14.                                 Pro Rata Conversion
Limitation.  The Investor acknowledges that, until the
Company obtains the approval by its stockholders of the Offering and the
issuance of the Securities in accordance with 
Nasdaq Listing Rule 5635(d), the Notes cannot be converted into
more than 19.9% of the total outstanding Common Stock of the Company as of the
date hereof, and agrees not to convert more than its pro rata amount of such
total determined based upon the Investor’s percentage ownership of the
aggregate principal amount of Notes issued at Closing.


 


7

















 


EXHIBIT A


 


GLOBALSTAR, INC.


 


INVESTOR QUESTIONNAIRE


 


Pursuant to Section 3
of Annex I to the Agreement, please provide us with the following
information:


 


	
  1.

  	
  The exact name
  that your Notes and Warrants are to be registered in. You may use a nominee
  name if appropriate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  The relationship
  between the Investor and the registered holder listed in response to item 1
  above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  The mailing
  address of the registered holder listed in response to item 1 above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  The Social
  Security Number or Tax Identification Number of the registered holder listed
  in the response to item 1 above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Name of DTC
  Participant (broker-dealer at which the account or accounts to be credited
  with the Notes are maintained):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  DTC Participant
  Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Name of Account
  at DTC Participant being credited with the Notes:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Account Number
  at DTC Participant being credited with the Notes:

  	
   

  	
   

  



 

















 


EXHIBIT B


 


FORM OF NOTE


 


2

















 


EXHIBIT C


 


FORM OF WARRANT


 


3

















 


EXHIBIT D


 


FORM OF SUPPLEMENTAL INDENTURE


 


4

















 


ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES


 


14.                                 Authorization and Sale of the
Securities.  Subject to the terms and conditions of this
Agreement, the Company has authorized the sale of the Securities.


 


15.                                 Agreement to Sell and Purchase
the Securities; Placement Agent.


 


15.1                           At the Closing (as defined in Section 3.1),
the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the Securities set
forth on the last page of the Agreement to which these Terms and
Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor
set forth on the Signature Page.


 


15.2                           The Company proposes to enter into
substantially this same form of Subscription Agreement with certain other
investors (the “Other Investors”) and expects to
complete sales of Securities to them. 
The Investor and the Other Investors are hereinafter sometimes
collectively referred to as the “Investors,” and this Agreement and the
Subscription Agreements executed by the Other Investors are hereinafter
sometimes collectively referred to as the “Agreements.”


 


15.3                           Investor acknowledges that the Company
has agreed to pay Lazard Capital Markets LLC (the “Placement
Agent” or “LCM”) a fee
(the “Placement Fee”) in respect of the sale
of Securities to the Investor.


 


15.4                           The Company has entered into a Placement
Agent Agreement, dated June 16, 2009 (the “Placement
Agreement”), with the Placement Agent that contains certain
representations, warranties, covenants and agreements of the Company that may
be relied upon by the Investor, which shall be a third party beneficiary
thereof.


 


15.5                           The Company has entered into an Indenture
dated as of April 10, 2008 between the Company and U.S. Bank, National
Association, as trustee, as supplemented by the supplemental indenture to be
dated the Closing Date, pursuant to which the Securities will be issued.


 


16.                                 Closing and Delivery of the
Notes, Warrants and Funds.


 


16.1                           Closing. 
The completion of the purchase and sale of the Securities (the “Closing”) shall occur at a place and time (the “Closing Date”) to be specified by the Company and the
Placement Agent, and of which the Investors will be notified in advance by the
Placement Agent, in accordance with Rule 15c6-1 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).  At the Closing, (a) the Company shall
cause the Transfer Agent to deliver to the Investor the Notes set forth on the
Signature Page registered in the name of the Investor or, if so indicated
on the Investor Questionnaire attached hereto as Exhibit A, in the
name of 


 

















 


a nominee
designated by the Investor, (b) the Company shall cause to be delivered to
the Investor a Warrant to purchase a number of whole Warrant Shares as set
forth on the signature page and (c) the aggregate purchase price for
the Securities being purchased by the Investor will be delivered by or on
behalf of the Investor to the Company.


 


16.2                           Conditions to the
Obligations of the Parties.


 


(a)                                  Conditions to the Company’s
Obligations.  The Company’s obligation to issue and sell
the Securities to the Investor shall be subject to: (i) the receipt by the
Company of the purchase price for the Securities being purchased hereunder as
set forth on the Signature Page, (ii) the accuracy of the representations
and warranties made by the Investor and the fulfillment of those undertakings
of the Investor to be fulfilled prior to the Closing Date and (iii) the
sale of Securities of not less than $45 million in gross proceeds by the
Company in connection with this Offering.


 


(b)                                 Conditions to the Investor’s
Obligations.  The Investor’s obligation to purchase the
Securities is subject to (i) the accuracy of the representations and
warranties made by the Company and the fulfillment of those undertakings of the
Company to be fulfilled prior to the Closing Date, including the
representations and warranties and undertakings of the Company in the Placement Agreement, (ii) the
satisfaction of the conditions contained in the Placement Agreement, (iii) the
Company shall have certified that each of the Initial Conditions Precedent to
Utilisation under the COFACE Facility Agreement have been satisfied (except the
condition that the Company raise $45,000,000 in equity capital or subordinated
loans), (iv) the Placement Agreement being in full force and effect and
not having been terminated and (v) the Placement Agent not having
determined that the conditions to the closing in the Placement Agreement have
not been satisfied.  The Investor’s obligations to purchase the
Securities are further conditioned upon the sale by the Company of Securities
in connection with the Offering resulting in not less than $45 million in gross
proceeds to the Company.  The Investor
understands and agrees that, in the event that the Placement Agent in its sole
discretion determines that the conditions to closing in the Placement Agreement
have not been satisfied or if the Placement Agent Agreement may be terminated
for any other reason permitted by such Agreement, then the Placement Agent may,
but shall not be obligated to, terminate such Agreement, which shall have the
effect of terminating this Subscription Agreement pursuant to Section 14
below.


 


16.3                           Delivery of Funds.


 


(a)                                  DWAC Delivery. 
If the Investor elects to settle the Notes purchased by such Investor
through DTC’s Deposit/Withdrawal at Custodian (“DWAC”)
delivery system, no later than one (1) business
day after the execution of this Agreement by the Investor and the Company,
the Investor shall remit by wire transfer the amount of funds equal to the
aggregate purchase price for the Securities being purchased by the Investor to
the following account designated by the Company and the Placement Agent
pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of the date hereof, by and among
the Company, the Placement Agent and JPMorgan Chase Bank, N.A. (the “Escrow Agent”):


 


2

















 


JPMorgan Chase Bank, N.A.


ABA # 021000021


Account Name: Globalstar, Inc.


Account Number: 


Attention: Audrey Cohen


Tel:
(212) 623-5078


 


Such funds shall be held
in escrow until the Closing and delivered by the Escrow Agent on behalf of the
Investors to the Company upon the satisfaction, in the sole judgment of the
Placement Agent, of the conditions set forth in Section 3.2(b) hereof.  The Placement Agent shall have no rights in
or to any of the escrowed funds, unless the Placement Agent and the Escrow
Agent are notified in writing by the Company in connection with the Closing
that a portion of the escrowed funds shall be applied to the Placement
Fee.  Pursuant to the terms of the Escrow
Agreement, the Company has agreed to indemnify and hold the Escrow Agent
harmless from and against any and all losses, costs, damages, expenses and
claims (including, without limitation, court costs and reasonable attorneys
fees) (“Losses”) arising under this Section 3.3
or otherwise with respect to the funds held in escrow pursuant hereto or
arising under the Escrow Agreement, except to the extent that it is finally,
judicially determined that such Losses resulted from the willful misconduct or
gross negligence of the Escrow Agent. 
Anything in this Agreement to the contrary notwithstanding, in no event
shall the Escrow Agent be liable for any special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Escrow Agent has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


(b)                                 Delivery Versus Payment
through The Depository Trust Company.  If the
Investor elects to settle the Notes purchased by such Investor by delivery
versus payment through DTC, no later than one (1) business
day after the execution of this Agreement by the Investor and the Company,
the Investor shall confirm that the account or accounts at the Placement Agent
to be credited with the Notes being purchased by the Investor have a minimum
balance equal to the aggregate purchase price for the Securities being
purchased by the Investor.


 


16.4                           Delivery of Notes.


 


(a)                                  DWAC Delivery. 
If the Investor elects to settle the Notes purchased by such Investor
through DTC’s DWAC delivery system, no later than one (1) business
day after the execution of this Agreement by the Investor and the Company,
the Investor shall direct the broker-dealer at which the account or accounts to
be credited with the Notes being purchased by such Investor are maintained,
which broker/dealer shall be a DTC participant, to set up a DWAC instructing
Computershare Investor Services LLC, the Company’s “Transfer
Agent”, to credit such account or accounts with the Notes.  Such DWAC instruction shall indicate the
settlement date for the deposit of the Notes, which date shall be provided to
the Investor by LCM.  Simultaneously with
the delivery to the Company by the Escrow Agent of the funds held in escrow
pursuant to Section 3.3 above, the Company shall direct the
Transfer Agent to credit the Investor’s account or accounts with the Notes
pursuant to the information contained in the DWAC.


 


3
















 


(b)           Delivery Versus Payment
through The Depository Trust Company.  If the Investor elects to settle the Notes
purchased by such Investor by delivery versus payment through DTC, no later
than one (1) business day after the execution of this Agreement by the
Investor and the Company, the Investor shall notify LCM of the account or
accounts at LCM to be credited with the Notes being purchased by such
Investor.  On the Closing Date, the
Company shall deliver the Notes to the Investor through DTC directly to the
account(s) at LCM identified by Investor and simultaneously therewith
payment shall be made by LCM by wire transfer to the Company.


 


17.           Representations, Warranties and Covenants of the
Investor.


 


The Investor
acknowledges, represents and warrants to, and agrees with, the Company and the
Placement Agent that:


 


17.1         The Investor (a) is knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions
with respect to, investments in shares presenting an investment decision like
that involved in the purchase of the Securities, including investments in
securities issued by the Company and investments in comparable companies, (b) has
answered all questions on the Signature Page and the Investor
Questionnaire and the answers thereto are true and correct as of the date
hereof and will be true and correct as of the Closing Date and (c) in
connection with its decision to purchase the Securities set forth on the
Signature Page, has received and is relying only upon the Disclosure Package
and the documents incorporated by reference therein and the Offering
Information.


 


17.2         (a) No action has been or will be
taken in any jurisdiction outside the United States by the Company or the
Placement Agent that would permit an offering of the Securities, or possession
or distribution of offering materials in connection with the issue of the
Securities in any jurisdiction outside the United States where action for that
purpose is required, (b) if the Investor is outside the United States, it
will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Securities or has
in its possession or distributes any offering material, in all cases at its own
expense and (c) the Placement Agent is not authorized to make and has not
made any representation, disclosure or use of any information in connection
with the issue, placement, purchase and sale of the Securities, except as set
forth or incorporated by reference in the Base Prospectus or the Prospectus
Supplement or any free writing prospectus.


 


17.3         (a) The Investor has full right,
power, authority and capacity to enter into this Agreement and to consummate
the transactions contemplated hereby and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and (b) this
Agreement constitutes a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and 


 


4

















 


except as to the
enforceability of any rights to indemnification or contribution that may be
violative of the public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or regulation).


 


17.4         The Investor understands that nothing
in this Agreement, the Prospectus, the Disclosure Package, the Offering
Information or any other materials presented to the Investor in connection with
the purchase and sale of the Securities constitutes legal, tax or investment
advice.  The Investor has consulted such
legal, tax and investment advisors and made such investigation as it, in its
sole discretion, has deemed necessary or appropriate in connection with its
purchase of Securities.  The Investor
also understands that there is no established public trading market for the
Warrants or Notes being offered in the Offering, and that the Company does not
expect such a market to develop.  In
addition, the Company does not intend to apply for listing the Warrants or
Notes on any securities exchange. 
Without an active market, the liquidity of the Warrants and Notes will
be limited.


 


17.5         Since the date on which the Placement
Agent first contacted the Investor about the Offering, the Investor has not
disclosed any information regarding the Offering to any third parties (other
than its legal, accounting and other advisors) and has not engaged in any
purchases or sales involving the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities).  The Investor covenants that it will not
engage in any purchases or sales involving the securities of the Company
(including Short Sales) prior to the time that the transactions contemplated by
this Agreement are publicly disclosed. 
The Investor agrees that it will not use any of the Securities or shares
of Common Stock issuable upon exercise or conversion, as applicable, of the
Securities acquired pursuant to this Agreement to cover any short position in
the Common Stock if doing so would be in violation of applicable securities
laws.  For purposes hereof, “Short Sales” include, without limitation, all “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the
Exchange Act, whether or not against the box, and all types of direct and
indirect stock pledges, forward sales contracts, options, puts, calls, short
sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under
the Exchange Act) and similar arrangements (including on a total return basis),
and sales and other transactions through non-US broker dealers or foreign
regulated brokers.


 


17.6         Survival of
Representations, Warranties and Agreements; Third Party Beneficiary.  Notwithstanding any investigation made by any
party to this Agreement or by the Placement Agent, all covenants, agreements,
representations and warranties made by the Company and the Investor herein will
survive the execution of this Agreement, the delivery to the Investor of the
Notes and Warrants being purchased and the payment therefor.  The Placement Agent and Lazard Fréres &
Co. shall be third party beneficiaries with respect to the representations,
warranties and agreements of the Investor in Section 4 hereof.


 


18.           Notices.  All notices, requests, consents and other
communications hereunder will be in writing, will be mailed (a) if within
the domestic United States by first-class registered or certified airmail, or
nationally recognized overnight express courier, postage prepaid, or by
facsimile or (b) if delivered from outside the United States, by
International Federal Express or facsimile, and (c) will 


 


5

















 


be deemed given (i) if
delivered by first-class registered or certified mail domestic, 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, two business days after so mailed and (iv) if
delivered by facsimile, upon electronic confirmation of receipt and will be
delivered and addressed as follows:


 


(a)           if
to the Company, to:


 


Globalstar, Inc.


461
South Milpitas Blvd.


Milpitas,
California 95035


Attention:
Chief Financial Officer


Facsimile: (408) 933-4949


 


with
copies to:


 


Taft Stettinius & Hollister LLP


425
Walnut Street, Suite 1800


Cincinnati, OH 45202


Attention:  Arthur McMahon, Esq.


Facsimile: (513) 381-0205


 


(b)                                 if
to the Investor, at its address on the Signature Page hereto, or at such
other address or addresses as may have been furnished to the Company in
writing.


 


19.           Changes.  This Agreement may not be modified or amended
except pursuant to an instrument in writing signed by the Company and the
Investor.


 


20.           Headings.  The headings of the various sections of this
Agreement have been inserted for convenience of reference only and will not be
deemed to be part of this Agreement.


 


21.           Severability.  In case any provision contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby.


 


22.           Governing Law.  This Agreement will 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.


 


23.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will constitute an original, but all of which, when
taken together, will constitute but one instrument, and will become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.  The
Company and the Investor acknowledge and 


 


6

















 


agree that the Company
shall deliver its counterpart to the Investor along with the Prospectus
Supplement (or the filing by the Company of an electronic version thereof with
the Commission).


 


24.           Confirmation of Sale.  The Investor acknowledges and agrees that
such Investor’s receipt of the Company’s signed counterpart to this Agreement,
together with the Prospectus Supplement (or the filing by the Company of an
electronic version thereof with the Commission), shall constitute written
confirmation of the Company’s sale of the Securities to such Investor.


 


25.           Press Release.  The Company and the Investor agree that the
Company shall, prior to the opening of the financial markets in New York City
on the business day immediately after the date hereof, (a) issue a press
release announcing the Offering and disclosing all material information
regarding the Offering and (b) file a Current Report on Form 8-K with
the Securities and Exchange Commission including a form of this Agreement, form
of Note, supplemental Indenture and a form of Warrant as exhibits thereto.


 


26.           Termination.  In the event that the Placement Agreement is
terminated by the Placement Agent pursuant to the terms thereof, this Agreement
shall terminate without any further action on the part of the parties hereto.


 


7

















 


EXHIBIT
A


 


GLOBALSTAR,
INC.


 


INVESTOR
QUESTIONNAIRE


 


Pursuant to Section 3
of Annex I to the Agreement, please provide us with the following
information:


 


	
  1.

  	
  The exact name that
  your Notes and Warrants are to be registered in. You may use a nominee name
  if appropriate:

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  The relationship
  between the Investor and the registered holder listed in response to item 1
  above:

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  The mailing address of
  the registered holder listed in response to item 1 above:

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  The Social Security
  Number or Tax Identification Number of the registered holder listed in the
  response to item 1 above:

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Name of DTC Participant
  (broker-dealer at which the account or accounts to be credited with the Notes
  are maintained):

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  DTC Participant Number:

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Name of Account at DTC
  Participant being credited with the Notes:

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Account Number at DTC
  Participant being credited with the Notes:

  	
   

  



 

















 


EXHIBIT
B


 


FORM OF
NOTE


 


2

















 


EXHIBIT
C


 


FORM OF
WARRANT


 


3

















 


EXHIBIT
D


 


FORM OF
SUPPLEMENTAL INDENTURE


 


4