Exhibit 10.2
VOTING AGREEMENT
This VOTING AGREEMENT, dated as of
June 16, 2009 (the “ Agreement ”) is by and
among Thermo Funding Company, LLC, a Delaware limited liability
company (“Thermo”), Globalstar Holdings, LLC, a
Delaware limited liability company (“ GH ”),
Globalstar Satellite, L.P., a Delaware limited partnership (“
GS ”) and the James Monroe III Revocable Grantor Trust
(“ Trust ”) (Thermo, GH, GS and Trust,
collectively, the “ Stockholder ”), and
Globalstar, Inc., a Delaware corporation (the “
Company ”).
WHEREAS, as of the date hereof, the
Stockholder owns of record and beneficially (as determined in
accordance with Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, but excluding options not yet
exercised that are exercisable within the next 60 days) 76,405,771
shares of capital stock of the Company (such shares, and any other
voting or equity securities of the Company hereafter acquired by
the Stockholder prior to the termination of this Agreement, being
referred to herein collectively as the “ Shares
”);
WHEREAS, the Company and certain
investors (the “ Investors ”) in the Company
have entered into certain Subscription Agreements, each dated as of
June 16, 2009 (collectively, the “ Subscription
Agreements ”), pursuant to which, upon the terms and
subject to the conditions thereof, the Investors will purchase up
to an aggregate of $55,000,000 of the Company’s 8.00%
Convertible Senior Unsecured Notes (the “ Notes
”) which will be issued pursuant to an Indenture, dated as of
April 15, 2008, between the Company and U.S. Bank, National
Association, as trustee (the “ Trustee ”), as
supplemented by a supplemental indenture (the “
Supplemental Indenture ” and, collectively, the
“ Indenture ”) to be dated the date of the
closing of the sale of the Notes (the “ Closing Date
”);
WHEREAS, the Notes will be
convertible into shares of the common stock, $0.0001 par value per
share (the “ Common Stock ”), of the Company, in
accordance with the terms of the Notes and the
Indenture;
WHEREAS, the Investors will also
receive warrants to purchase shares of Common Stock (the “
Warrants ” and, together with the Notes, the “
Securities ”);
WHEREAS, in order to comply with
Nasdaq Listing Rule 5635(d), the Notes and Warrants cannot be
convertible or exercisable for more than 19.9% of the Common Stock
outstanding before the issuance thereof until the stockholders of
the Company have approved the offering of the Notes and the
Warrants (collectively, the “ Offering ”) in
accordance with such rule;
WHEREAS, Section 3.06 of the
Supplemental Indenture will require the Company to obtain the
approval (the “ Stockholder Approval ”) by the
Company’s stockholders of the issuance of shares of Common
Stock upon conversion of the Notes and exercise of the Warrants in
accordance with the aforementioned Rule 5635(d) within 90
days of the closing of the sale of the Notes and Warrants;
and
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WHEREAS, as a condition to the
willingness of the Investors and the Company to enter into the
Subscription Agreements pursuant to which the Company will sell,
and the Investors will purchase, the Notes and the Warrants, the
Investors and the Company have required that the Stockholder agree,
and in order to induce the Investors and the Company to enter into
the Subscription Agreements, the Stockholder is willing to agree,
to vote in favor of the Stockholder Approval.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, the parties hereby agree as
follows:
Section 1.
Voting of Shares .
(a) Voting . The
Stockholder covenants and agrees that, until the termination of
this Agreement in accordance with the terms hereof, at any meeting
of the stockholders of the Company, however called with respect to
any of the following, and in any action by written consent of the
stockholders of the Company with respect to any of the following,
the Stockholder will vote, or cause to be voted, all of its Shares
(i) in favor of the Stockholder Approval and any other matter
that could reasonably be expected to facilitate the Offering and
the conversion or exercise of the Notes and Warrants into or for
more than 19.9% of the total Common Stock outstanding before the
issuance thereof in compliance with Nasdaq Listing
Rule 5635(d), (ii) against any matter that could
reasonably be expected to hinder, oppose, impede or delay the
Stockholder Approval and the Offering and (iii) against any
liquidation or winding up of the Company.
(b) Irrevocable
Proxy .
(i) The Stockholder hereby
irrevocably grants to and appoints, and hereby authorizes and
empowers, Company, and any individual designated in writing by it,
and each of them individually, as the Stockholder’s sole and
exclusive proxy and attorney-in-fact (with full power of
substitution and resubstitution), for and in the
Stockholder’s name, place and stead, to vote and exercise all
voting and related rights (to the fullest extent that the
Stockholder is entitled to do so) with respect to its Shares at any
meeting of the stockholders of the Company called, and in every
written consent in lieu of such meeting, with respect to any of the
matters specified in, and in accordance and consistent with, this
Section 1. The Stockholder may vote the Shares on all other
matters not contemplated by this Section 1;
(ii) The Stockholder
understands and acknowledges that the Investors and the Company are
entering into the Subscription Agreements and engaging in the
Offering in reliance upon the Stockholder’s execution and
delivery of this Agreement. The Stockholder hereby affirms that the
irrevocable proxy set forth in this
Section 1(b) constitutes an inducement for the Investors
and the Company to enter into the Subscription Agreements. Except
as otherwise provided for herein, the Stockholder hereby
(i) affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked,
(ii) ratifies and confirms all that the
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proxies appointed hereunder may lawfully do or
cause to be done by virtue hereof; and (iii) affirms that such
irrevocable proxy is executed and intended to be irrevocable in
accordance with the provisions of Section 212(e) of the
Delaware General Corporation Law.
Upon the execution of this Agreement
by the Stockholder, the Stockholder hereby revokes any and all
prior proxies or powers of attorney given by the Stockholder with
respect to the Shares. The Stockholder acknowledges and agrees that
no subsequent proxies with respect to such Shares shall be given,
and if given, shall not be effe
