**Exhibit 4.2**

 

**FORM OFWARRANT**

** **

**NEITHER THESE SECURITIES NOR THESECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITHTHE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANYSTATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BEOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTAND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.**

** **

**GLOBALSTAR, INC**.

 

WARRANT

 

Dated:                         

 

Globalstar, Inc., a Delaware corporation(the “**Company**”), hereby certifiesthat, for value received, Thermo Funding Company LLC or its registered assigns(the “**Holder**”), is entitled topurchase from the Company up to a number of shares of common stock, $0.0001 parvalue per share (the “**Common Stock**”),of the Company (each such share, a “**WarrantShare**” and all such shares, the “**WarrantShares**”) calculated as provided below at an exercise price equal to $0.01per share (as adjusted from time to time as provided in Section 9,the “Exercise Price”), subjectto the limitations set forth in Section 11, at any time and from onor after stockholder approval of the Loan Agreement is obtained in accordancewith The Nasdaq Stock Market Listing Rules and rules promulgatedunder the Securities Exchange Act of 1934 (the “**InitialExercise Date**”) and through and including                     (the “**Expiration Date**”), andsubject to the following terms and conditions. This Warrant (this “**Warrant**”)is issued pursuant to the Loan Agreement, dated as of June 25, 2009 by andbetween the Company and Thermo Funding Company LLC (the “**ContributionAgreement**”).  Subject to Section 9,the number of Warrant Shares shall be                       .

 

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

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# 2.                                       Registration of Warrant. The Company shall register this Warrant, upon records to be maintainedby the Company for that purpose (the “**WarrantRegister**”), in the name of the record Holder hereof from time totime.  The Company may deem and treat theregistered Holder of record of this Warrant as the absolute owner hereof forthe purpose of any exercise hereof or any distribution to the Holder, and forall other purposes, absent actual notice to the contrary.

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# 3.                                       Registration of Transfers. The Company shall register the transfer of any portion of this Warrantin the Warrant Register, upon surrender of this Warrant, with the Form ofAssignment attached hereto duly completed and signed, to the Company at itsaddress specified 

 

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# herein. Upon any such registration of transfer, a new warrant to purchase CommonStock, in substantially the form of this Warrant (any such new warrant, a “**New Warrant**”), evidencing the portion ofthis Warrant so transferred shall be issued to the transferee and a New Warrantevidencing 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 bedeemed the acceptance by such transferee of all of the rights and obligationsof a holder of a Warrant.

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# 4.                                       Exercise and Duration of Warrants.

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

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## (b)                                      A Holder may exercise this Warrant bydelivering to the Company (i) an exercise notice, in the form attachedhereto (the “**Exercise Notice**”),appropriately completed and duly signed, and (ii) payment in cash of theExercise Price for the number of Warrant Shares as to which this Warrant isbeing exercised, and the date such items are delivered to the Company (asdetermined in accordance with the notice provisions hereof) is an “ExerciseDate.”  The Holder shall not be requiredto deliver the original Warrant in order to affect an exercise hereunder.  Execution and delivery of the Exercise Noticeshall have the same effect as cancellation of the original Warrant and issuanceof a New Warrant evidencing the right to purchase the remaining number ofWarrant Shares.

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# 5.                                       Delivery of Warrant Shares.

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## (a)                                       Upon exercise of this Warrant, theCompany shall promptly (but in no event later than three trading days after theExercise Date) issue or cause to be issued and cause to be delivered to or uponthe written order of the Holder and in such name or names as the Holder maydesignate, a certificate for the Warrant Shares issuable upon such exercise,free of restrictive legends unless a registration statement covering the resaleof the Warrant Shares and naming the Holder as a selling stockholder thereunderis not then effective or the Warrant Shares are not freely transferable withoutvolume restrictions pursuant to Rule 144 under the Securities Act.  The Holder, or any person or entity (“**Person**”) so designated by the Holder toreceive Warrant Shares, shall be deemed to have become the holder of record ofsuch Warrant Shares as of the Exercise Date. The Company shall, upon request of the Holder, use its best efforts todeliver Warrant Shares hereunder electronically through The Depository TrustCompany or another established clearing corporation performing similarfunctions.

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## (b)                                      This Warrant is exercisable, either inits entirety or, from time to time, for a portion of the number of WarrantShares.  Upon surrender of this Warrantfollowing one or more partial exercises, the Company shall issue or cause to beissued, at its expense, a New Warrant evidencing the right to purchase theremaining number of Warrant Shares.

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## (c)                                       The Company’s obligations to issue anddeliver Warrant Shares in accordance with the terms hereof are absolute andunconditional, irrespective of any action or inaction by the Holder to enforcethe same, any waiver or consent with respect to any provision 

 

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## hereof, the recovery of any judgmentagainst any Person or any action to enforce the same, or any setoff,counterclaim, recoupment, limitation or termination, or any breach or allegedbreach by the Holder or any other Person of any obligation to the Company orany violation or alleged violation of law by the Holder or any other Person,and irrespective of any other circumstance which might otherwise limit suchobligation of the Company to the Holder in connection with the issuance ofWarrant Shares.  Nothing herein shalllimit a Holder’s right to pursue any other remedies available to it hereunder,at law or in equity including, without limitation, a decree of specificperformance and/or injunctive relief with respect to the Company’s failure to timelydeliver certificates representing shares of Common Stock upon exercise of thisWarrant  as required pursuant to theterms hereof.

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# 6.                                       Charges, Taxes and Expenses.  Issuance and delivery of certificates for shares of Common Stock uponexercise of this Warrant shall be made without charge to the Holder for anyissue or transfer tax, withholding tax, transfer agent fee or other incidentaltax or expense in respect of the issuance of such certificates, all of whichtaxes and expenses shall be paid by the Company; provided, however, that theCompany shall not be required to pay any tax which may be payable in respect ofany transfer involved in the registration of any certificates for WarrantShares or Warrants in a name other than that of the Holder.  The Holder shall be responsible for all othertax liability that may arise as a result of holding or transferring thisWarrant or receiving Warrant Shares upon exercise hereof.

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

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

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

 

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## (a)                                       Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) paysa stock dividend on its Common Stock or otherwise makes a distribution on anyclass of capital stock that is payable in shares of Common Stock other thandividends or other distributions payable in respect of any series of the Company’spreferred stock, (ii) subdivides outstanding shares of Common Stock into alarger number of shares, or (iii) combines outstanding shares of CommonStock into a smaller number of shares, then in each such case the ExercisePrice shall be multiplied by a fraction of which the numerator shall be thenumber of shares of Common Stock outstanding immediately before such event andof which the denominator shall be the number of shares of Common Stockoutstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shallbecome effective immediately after the record date for the determination ofstockholders entitled to receive such dividend or distribution, and anyadjustment pursuant to clause (ii) or (iii) of this paragraph shallbecome effective immediately after the effective date of such subdivision orcombination.

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

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

 

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## in a reasonable manner reflecting therelative value of any different components of the Alternate Consideration.  If holders of Common Stock are given anychoice as to the securities, cash or property to be received in a FundamentalTransaction, then the Holder shall be given the same choice as to the AlternateConsideration it receives upon any exercise of this Warrant following suchFundamental Transaction.  At the Holder’srequest, any successor to the Company or surviving entity in such FundamentalTransaction shall issue to the Holder a new warrant consistent with theforegoing provisions and evidencing the Holder’s right to purchase theAlternate Consideration for the aggregate Exercise Price upon exercisethereof.  The terms of any agreementpursuant to which a Fundamental Transaction is effected shall include termsrequiring any such successor or surviving entity to comply with the provisionsof this paragraph (c) and insuring that the Warrant (or any suchreplacement security) will be similarly adjusted upon any subsequenttransaction analogous to a Fundamental Transaction.

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

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## (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 accordancewith the terms of this Warrant and prepare a certificate setting forth suchadjustment, including a statement of the adjusted Exercise Price and adjustednumber or type of Warrant Shares or other securities issuable upon exercise ofthis Warrant (as applicable), describing the transactions giving rise to suchadjustments and showing in detail the facts upon which such adjustment isbased.  Upon written request, the Companywill promptly deliver a copy of each such certificate to the Holder.

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## (f)                                         Notice of Corporate Events. If the Company (i) declares a dividend or any other distribution ofcash, securities or other property in respect of its Common Stock, includingwithout limitation any granting of rights or warrants to subscribe for orpurchase any capital stock of the Company or any Subsidiary, (ii) authorizesor approves, enters into any agreement contemplating or solicits stockholderapproval for any Fundamental Transaction or (iii) authorizes the voluntarydissolution, liquidation or winding up of the affairs of the Company, then theCompany shall deliver to the Holder a notice describing the material terms andconditions of such transaction, at least ten calendar days prior to theapplicable record or effective date on which a Person would need to hold CommonStock in order to participate in or vote with respect to such transaction, andthe Company will take all steps reasonably necessary in order to insure thatthe Holder is given the practical opportunity to exercise this Warrant prior tosuch time so as to participate in or vote with respect to such transaction;provided, however, that the failure to deliver such notice or any defecttherein shall not affect the validity of the corporate action required to bedescribed in such notice.

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# 10.                                 Payment of Exercise Price. The Holder shall pay the Exercise Price by wire transfer of immediatelyavailable funds.

 

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# 11.                                 Limitation on Exercise.

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## (a)                                            Notwithstanding anything to the contraryconformed within, this Warrant may not be exercised if after giving effect tosuch exercise Thermo Capital Partners LLC and its affiliates would own directlyor indirectly Voting Stock (as defined in the First Supplemental Indenturedated as of April 15, 2008 relating to the Company’s 5.75% ConvertibleSenior Notes due 2028) representing 70% or more of the total voting power ofall outstanding Voting Stock of the Company.

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## (b)                                       Notwithstanding anything to the contrarycontained herein, this Warrant may not be exercised until the holders of amajority of the Company’s outstanding Common Stock have approved the issuanceof all of the Common Stock as contemplated by this Warrant and the ContributionAgreement.

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# 12.                                 Fractional Shares. The Company shall not be required to issue or cause to be issuedfractional 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 uponexercise of this Warrant, the number of Warrant Shares to be issued will be roundedup to the nearest whole share.

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# 13.                                 Notices.  Any andall notices or other communications or deliveries hereunder (including withoutlimitation any Exercise Notice) shall be in writing and shall be deemed givenand effective on the earliest of (i) the date of transmission, if suchnotice or communication is delivered via facsimile prior to 6:30 p.m. (NewYork City time) on a trading day, (ii) the next trading day after the dateof transmission, if such notice or communication is delivered via facsimile ona day that is not a trading day or later than 6:30 p.m. (New York Citytime) on any trading day, (iii) the trading day following the date ofmailing, if sent by nationally recognized overnight courier service, or (iv) uponactual receipt by the party to whom such notice is required to be given.

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# 14.                                 Warrant Agent. The Company shall serve as warrant agent under this Warrant.  Upon 30 days’ notice to the Holder, theCompany may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may bemerged or any corporation resulting from any consolidation to which the Companyor any new warrant agent shall be a party or any corporation to which theCompany or any new warrant agent transfers substantially all of its corporatetrust or stockholder services business shall be a successor warrant agent underthis Warrant without any further act. Any such successor warrant agent shall promptly cause notice of itssuccession 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.

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# 15.                                 Miscellaneous.

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## (a)                                       Subject to the restrictions on transferset forth on the first page hereof, this Warrant may be assigned by theHolder.  This Warrant may not be assignedby the Company except to a successor in the event of a FundamentalTransaction.  This Warrant shall bebinding on and inure to the benefit of the parties hereto and their respectivesuccessors and assigns.  Subject to thepreceding sentence, nothing in this Warrant shall be construed to give to anyPerson 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 andthe Holder and their successors and assigns.

 

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## (b)                                      The Company will not, by amendment of itsgoverning documents or through any reorganization, transfer of assets,consolidation, merger, dissolution, issue or sale of securities or any othervoluntary action, avoid or seek to avoid the observance or performance of anyof the terms of this Warrant, but will at all times in good faith assist in thecarrying out of all such terms and in the taking of all such action as may benecessary or appropriate in order to protect the rights of the Holder againstimpairment.  Without limiting thegenerality of the foregoing, the Company (i) will not increase the parvalue of any Warrant Shares above the amount payable therefor on such exercise,(ii) will take all such action as may be reasonably necessary orappropriate in order that the Company may validly and legally issue fully paidand nonassessable Warrant Shares on the exercise of this Warrant, and (iii) willnot close its stockholder books or records in any manner which interferes withthe timely exercise of this Warrant.

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## (c)                                       Governing Law; Venue; Waiver Of JuryTrial.  All questions concerning the construction,validity, enforcement and interpretation of this warrant shall be governed byand construed and enforced in accordance with the laws of the State of NewYork.  Each party hereby irrevocablysubmits to the exclusive jurisdiction of the state and federal courts sittingin  New York County, New York, for theadjudication of any dispute hereunder or in connection herewith or with anytransaction contemplated hereby or discussed herein (including with respect tothe enforcement of any of the transaction documents), and hereby irrevocablywaives, and agrees not to assert in any suit, action or proceeding, any claimthat it is not personally subject to the jurisdiction of any such court, thatsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process andconsents to process being served in any such suit, action or proceeding bymailing a copy thereof via registered or certified mail or overnight delivery(with evidence of delivery) to such party and agrees that such service shallconstitute good and sufficient service of process and notice thereof. nothingcontained herein shall be deemed to limit in any way any right to serve processin any manner permitted by law.  thecompany hereby waives all rights to a trial by jury.

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

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## (e)                                       In case any one or more of the provisionsof this Warrant shall be invalid or unenforceable in any respect, the validityand enforceability of the remaining terms and provisions of this Warrant shallnot in any way be affected or impaired thereby and the parties will attempt ingood faith to agree upon a valid and enforceable provision which shall be acommercially reasonable substitute therefor, and upon so agreeing, shallincorporate such substitute provision in this Warrant.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Company has causedthis Warrant to be duly executed by its authorized officer as of the date firstindicated 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 rightto 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 byGlobalstar, Inc., a Delaware corporation (the “**Company**”).  Capitalizedterms used herein and not otherwise defined have the respective meanings setforth in the Warrant.

 

##### 1.                                       The Warrant is currently exercisable topurchase a total of                             Warrant Shares.

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##### 2.                                       The undersigned Holder hereby exercisesits right to purchase                                   Warrant Shares pursuant to the Warrant.

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

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

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##### 5.                                       Following this exercise, the Warrantshall 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 signedonly upon transfer of Warrant]

 

FOR VALUE RECEIVED, the undersigned herebysells, assigns and transfers unto                                                     the right represented by the within Warrant to purchase                          shares of Common Stock of Globalstar, Inc. to which the within Warrantrelates and appoints                                 attorney to transfer said right on the books of Globalstar, Inc. with fullpower 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                                                                               |
|                                                                                                                |   |                                                                                                 |
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|                                                                                                                |   |                                                                                                 |
| In  the presence of:                                                                                                |   |                                                                                                 |
|                                                                                                                |   |                                                                                                 |
|                                                                                                                |   |                                                                                                 |

 

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