Exhibit 4.2


 


FORM OF
WARRANT


 


NEITHER THESE SECURITIES NOR THE
SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


GLOBALSTAR, INC.


 


WARRANT


 


Dated:                         


 


Globalstar, Inc., a Delaware corporation
(the “Company”), hereby certifies
that, for value received, Thermo Funding Company LLC or its registered assigns
(the “Holder”), is entitled to
purchase from the Company up to a number of shares of common stock, $0.0001 par
value per share (the “Common Stock”),
of the Company (each such share, a “Warrant
Share” and all such shares, the “Warrant
Shares”) calculated as provided below at an exercise price equal to $0.01
per share (as adjusted from time to time as provided in Section 9,
the “Exercise Price”), subject
to the limitations set forth in Section 11, at any time and from on
or after stockholder approval of the Loan Agreement is obtained in accordance
with The Nasdaq Stock Market Listing Rules and rules promulgated
under the Securities Exchange Act of 1934 (the “Initial
Exercise Date”) and through and including                     
(the “Expiration Date”), and
subject to the following terms and conditions. 
This Warrant (this “Warrant”)
is issued pursuant to the Loan Agreement, dated as of June 25, 2009 by and
between the Company and Thermo Funding Company LLC (the “Contribution
Agreement”).  Subject to Section 9,
the number of Warrant Shares shall be                       .


 


1.                                       Definitions. 
In addition to the terms defined elsewhere in this Warrant, capitalized
terms that are not otherwise defined herein have the meanings given to such
terms in the Contribution Agreement.


 


2.                                       Registration of Warrant. 
The Company shall register this Warrant, upon records to be maintained
by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to
time.  The Company may deem and treat the
registered Holder of record of this Warrant as the absolute owner hereof for
the purpose of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the contrary.


 


3.                                       Registration of Transfers. 
The Company shall register the transfer of any portion of this Warrant
in the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Company at its
address specified 


 

















 


herein. 
Upon any such registration of transfer, a new warrant to purchase Common
Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. 
The acceptance of the New Warrant by the transferee thereof shall be
deemed the acceptance by such transferee of all of the rights and obligations
of a holder of a Warrant.


 


4.                                       Exercise and Duration of Warrants.


 


(a)                                       This Warrant shall be exercisable by the
registered Holder at any time and from time to time on or after the Initial
Exercise Date and including the Expiration Date.  At 6:30 P.M., New York City time on the
Expiration Date, the portion of this Warrant not exercised prior thereto shall
be and become void and of no value.


 


(b)                                      A Holder may exercise this Warrant by
delivering to the Company (i) an exercise notice, in the form attached
hereto (the “Exercise Notice”),
appropriately completed and duly signed, and (ii) payment in cash of the
Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised, and the date such items are delivered to the Company (as
determined in accordance with the notice provisions hereof) is an “Exercise
Date.”  The Holder shall not be required
to deliver the original Warrant in order to affect an exercise hereunder.  Execution and delivery of the Exercise Notice
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
Warrant Shares.


 


5.                                       Delivery of Warrant Shares.


 


(a)                                       Upon exercise of this Warrant, the
Company shall promptly (but in no event later than three trading days after the
Exercise Date) issue or cause to be issued and cause to be delivered to or upon
the written order of the Holder and in such name or names as the Holder may
designate, a certificate for the Warrant Shares issuable upon such exercise,
free of restrictive legends unless a registration statement covering the resale
of the Warrant Shares and naming the Holder as a selling stockholder thereunder
is not then effective or the Warrant Shares are not freely transferable without
volume restrictions pursuant to Rule 144 under the Securities Act.  The Holder, or any person or entity (“Person”) so designated by the Holder to
receive Warrant Shares, shall be deemed to have become the holder of record of
such Warrant Shares as of the Exercise Date. 
The Company shall, upon request of the Holder, use its best efforts to
deliver Warrant Shares hereunder electronically through The Depository Trust
Company or another established clearing corporation performing similar
functions.


 


(b)                                      This Warrant is exercisable, either in
its entirety or, from time to time, for a portion of the number of Warrant
Shares.  Upon surrender of this Warrant
following one or more partial exercises, the Company shall issue or cause to be
issued, at its expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.


 


(c)                                       The Company’s obligations to issue and
deliver Warrant 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 


 


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hereof, the recovery of any judgment
against any Person 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 of any obligation to the Company or
any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares.  Nothing herein shall
limit a Holder’s right to pursue any other 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 certificates representing shares of Common Stock upon exercise of this
Warrant  as required pursuant to the
terms hereof.


 


6.                                       Charges, Taxes and Expenses.  
Issuance and delivery of certificates for shares of Common Stock upon
exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; 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 registration of any certificates for Warrant
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 Warrant Shares upon exercise hereof.


 


7.                                       Replacement of Warrant. 
If this Warrant is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation hereof, or in lieu of and substitution for this Warrant, a New
Warrant, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable bond or
indemnity, if requested.  Applicants for
a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable third-party
costs as the Company may prescribe.


 


8.                                       Reservation of Warrant Shares. 
The Company covenants that it will at all times reserve and keep
available out of the aggregate of its authorized but unissued and otherwise
unreserved Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of Warrant
Shares which are then issuable and deliverable upon the exercise of this entire
Warrant, free from preemptive rights or any other contingent purchase rights of
persons other than the Holder (after giving effect to the adjustments and
restrictions of Section 9, if any). The Company covenants that all
Warrant Shares so issuable and deliverable shall, upon issuance and the payment
of the applicable Exercise Price in accordance with the terms hereof, be duly
and validly authorized, issued and fully paid and nonassessable.  The Company will take all such action as may
be necessary to assure that such shares of Common Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of any securities exchange or automated quotation system upon
which the Common Stock may be listed.


 


9.                                       Certain Adjustments. 
The Exercise Price and number of Warrant Shares issuable upon exercise
of this Warrant are subject to adjustment from time to time as set forth in
this Section 9.


 


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(a)                                       Stock Dividends and Splits. 
If the Company, at any time while this Warrant is outstanding, (i) pays
a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock other than
dividends or other distributions payable in respect of any series of the Company’s
preferred stock, (ii) subdivides outstanding shares of Common Stock into a
larger number of shares, or (iii) combines outstanding shares of Common
Stock into a smaller number of shares, then in each such case the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and
of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. 
Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or
combination.


 


(b)                                      Pro Rata Distributions. If the Company, at any time while this
Warrant is outstanding, distributes or pays as a dividend to holders of Common
Stock (i) evidences of its indebtedness, (ii) any security (other
than a distribution of Common Stock covered by the preceding paragraph), (iii) rights
or warrants to subscribe for or purchase any security, or (iv) any other
asset (in each case, “Distributed Property”),
then in each such case the Holder shall be entitled upon exercise of this
Warrant for the purchase of any or all of the Warrant Shares, to receive the
amount of Distributed Property which would have been payable to the Holder had
such Holder been the holder of such Warrant Shares on the record date for the
determination of stockholders entitled to such Distributed Property.  The Company will at all times set aside in
escrow and keep available for distribution to such holder upon exercise of this
Warrant a portion of the Distributed Property to satisfy the distribution to
which such Holder is entitled pursuant to the preceding sentence.


 


(c)                                       Fundamental Transactions. 
If, at any time while this Warrant is outstanding, (i) the Company
effects any merger or consolidation of the Company with or into another Person,
(ii) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (iii) any tender offer
or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock owning more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock
held by the Person or Persons making or affiliated with the Persons making the
tender or exchange offer) tender or exchange their shares for other securities,
cash or property, or (iv) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of shares of
Common Stock covered by Section 9(a) above) (in any such case,
a “Fundamental Transaction”), then
the Holder shall have the right thereafter to receive, upon exercise of this
Warrant, the same amount and kind of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant (the “Alternate Consideration”).  The aggregate Exercise Price for this Warrant
will not be affected by any such Fundamental Transaction, but the Company shall
apportion such aggregate Exercise Price among the Alternate Consideration 


 


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in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration.  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 Alternate
Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction.  At the Holder’s
request, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to purchase the
Alternate Consideration for the aggregate Exercise Price upon exercise
thereof.  The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions
of this paragraph (c) and insuring that the Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.


 


(d)                                      Calculations. 
All calculations under this Section 9 shall be made to the
nearest cent or the nearest 1/100th of a share, as applicable.  The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.


 


(e)                                       Notice of Adjustments. 
Upon the occurrence of each adjustment pursuant to this Section 9,
the Company at its expense will promptly compute such adjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such
adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Warrant Shares or other securities issuable upon exercise of
this Warrant (as applicable), describing the transactions giving rise to such
adjustments and showing in detail the facts upon which such adjustment is
based.  Upon written request, the Company
will promptly deliver a copy of each such certificate to the Holder.


 


(f)                                         Notice of Corporate Events. 
If the Company (i) declares a dividend or any other distribution of
cash, securities or other property in respect of its Common Stock, including
without limitation any granting of rights or warrants to subscribe for or
purchase any capital stock of the Company or any Subsidiary, (ii) authorizes
or approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then the
Company shall deliver to the Holder a notice describing the material terms and
conditions of such transaction, at least ten calendar days prior to the
applicable record or effective date on which a Person would need to hold Common
Stock in order to participate in or vote with respect to such transaction, and
the Company will take all steps reasonably necessary in order to insure that
the Holder is given the practical opportunity to exercise this Warrant prior to
such time so as to participate in or vote with respect to such transaction;
provided, however, that the failure to deliver such notice or any defect
therein shall not affect the validity of the corporate action required to be
described in such notice.


 


10.                                 Payment of Exercise Price. 
The Holder shall pay the Exercise Price by wire transfer of immediately
available funds.


 


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11.                                 Limitation on Exercise.


 


(a)                                            Notwithstanding anything to the contrary
conformed within, this Warrant may not be exercised if after giving effect to
such exercise Thermo Capital Partners LLC and its affiliates would own directly
or indirectly Voting Stock (as defined in the First Supplemental Indenture
dated as of April 15, 2008 relating to the Company’s 5.75% Convertible
Senior Notes due 2028) representing 70% or more of the total voting power of
all outstanding Voting Stock of the Company.


 


(b)                                       Notwithstanding anything to the contrary
contained herein, this Warrant may not be exercised until the holders of a
majority of the Company’s outstanding Common Stock have approved the issuance
of all of the Common Stock as contemplated by this Warrant and the Contribution
Agreement.


 


12.                                 Fractional Shares. 
The Company shall not be required to issue or cause to be issued
fractional Warrant Shares on the exercise of this Warrant.  If any fraction of a Warrant Share would,
except for the provisions of this Section 12, be issuable upon
exercise of this Warrant, the number of Warrant Shares to be issued will be rounded
up to the nearest whole share.


 


13.                                 Notices.  Any and
all notices or other communications or deliveries hereunder (including without
limitation any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile prior to 6:30 p.m. (New
York City time) on a trading day, (ii) the next trading day after the date
of transmission, if such notice or communication is delivered via facsimile on
a day that is not a trading day or later than 6:30 p.m. (New York City
time) on any trading day, (iii) the trading day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv) upon
actual receipt by the party to whom such notice is required to be given.


 


14.                                 Warrant Agent. 
The Company shall serve as warrant agent under this Warrant.  Upon 30 days’ notice to the Holder, the
Company may appoint a new warrant agent. 
Any corporation into which the Company or any new warrant agent may be
merged or any corporation resulting from any consolidation to which the Company
or any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate
trust or stockholder services business shall be a successor warrant agent under
this Warrant without any further act. 
Any such successor warrant agent shall promptly cause notice of its
succession as warrant agent to be mailed (by first class mail, postage prepaid)
to the Holder at the Holder’s last address as shown on the Warrant Register.


 


15.                                 Miscellaneous.


 


(a)                                       Subject to the restrictions on transfer
set forth on the first page hereof, this Warrant may be assigned by the
Holder.  This Warrant may not be assigned
by the Company except to a successor in the event of a Fundamental
Transaction.  This Warrant shall be
binding on and inure to the benefit of the parties hereto and their respective
successors and assigns.  Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any
Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. 
This Warrant may be amended only in writing signed by the Company and
the Holder and their successors and assigns.


 


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(b)                                      The Company will not, by amendment of its
governing documents or through any reorganization, transfer of assets,
consolidation, merger, 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, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment.  Without limiting the
generality of the foregoing, the Company (i) will not increase the par
value of any Warrant Shares above the amount payable therefor on such exercise,
(ii) will take all such action as may be reasonably necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares on the exercise of this Warrant, and (iii) will
not close its stockholder books or records in any manner which interferes with
the timely exercise of this Warrant.


 


(c)                                       Governing Law; Venue; Waiver Of Jury
Trial.  All questions concerning the construction,
validity, enforcement and interpretation of this warrant shall be governed by
and construed and enforced in accordance with the laws of the State of New
York.  Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting
in  New York County, New York, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the transaction documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. 
Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party and agrees that such service shall
constitute good and sufficient service of process and notice thereof. nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  the
company hereby waives all rights to a trial by jury.


 


(d)                                      The headings herein are for convenience
only, do not constitute a part of this Warrant and shall not be deemed to limit
or affect any of the provisions hereof.


 


(e)                                       In case any one or more of the provisions
of this Warrant shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt in
good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its authorized officer as of the date first
indicated above.


 


 


	
   

  	
  GLOBALSTAR,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  Fuad Ahmad

  
	
   

  	
  Title:
  Senior Vice President and Chief Financial Officer

  



 


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FORM OF EXERCISE NOTICE


 


(To be executed by the Holder to exercise the right
to purchase shares of Common Stock under the foregoing Warrant)


 


To Globalstar, Inc.:


 


The undersigned is the Holder of the Warrant dated                         ,
2009 (the “Warrant”) issued by
Globalstar, Inc., a Delaware corporation (the “Company”).  Capitalized
terms used herein and not otherwise defined have the respective meanings set
forth in the Warrant.


 


1.                                       The Warrant is currently exercisable to
purchase a total of                             
Warrant Shares.


 


2.                                       The undersigned Holder hereby exercises
its right to purchase                                   
Warrant Shares pursuant to the Warrant.


 


3.                                       The holder shall pay the sum of $                        
to the Company in accordance with the terms of the Warrant.


 


4.                                       Pursuant to this exercise, the Company
shall deliver to the holder                               
Warrant Shares in accordance with the terms of the Warrant.


 


5.                                       Following this exercise, the Warrant
shall be exercisable to purchase a total of                             
Warrant Shares.


 


	
  Dated:                   ,

  	
   

  	
  Name
  of Holder:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must conform in all respects to name of holder as specified on the face of
  the Warrant)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED TO this        day of
                        ,
  20 

  	
   

  	
   

  
	
  Globalstar, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
									



 


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FORM OF ASSIGNMENT


 


[To be completed and signed
only upon transfer of Warrant]


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto                                                     
the right represented by the within Warrant to purchase                          
shares of Common Stock of Globalstar, Inc. to which the within Warrant
relates and appoints                                 
attorney to transfer said right on the books of Globalstar, Inc. with full
power of substitution in the premises.


 


 


	
  Dated:                  ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must conform in all respects to name of holder as specified on the face of
  the Warrant)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  of Transferee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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