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