What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 35 added, 35 removed, 117 unchanged (37% of the section changed)

8 unchanged sentences

As of December 31, 2023, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated our internal control over financial reporting.

During the first quarter of 2022, we implemented a new enterprise resource planning ("ERP") system, which replaced our existing financial systems.

The implementation and transition to the new ERP system resulted in changes to our reporting processes and our internal control over financial reporting, by automating certain manual procedures and standardizing business processes and reporting across the organization.

As a result of this implementation, there were anticipated changes to our internal control over financial reporting, none of which adversely affected the Company's internal control over financial reporting.

We will continue to monitor our internal control over financial reporting under the new system, including evaluating the operating effectiveness of related key controls.

Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that no changes in our internal control over financial reporting occurred during the year ended December 31, 2023 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

11 unchanged sentences

Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each, a “10b5-1 Plan”) or any non-Rule 10b5-1 trading arrangement.

However, certain of our directors and executive officers may adopt 10b5-1 Plans or non-Rule 10b5-1 trading arrangements in the future.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

27 unchanged sentences

GLOBALSTAR, INC.

March 1, 2023 David B.

February 29, 2024 Dr.

Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David B.

Kagan and Rebecca S.

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr.

Jacobs and Rebecca S.

Clary, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 1, 2023.

Signature Title

Kagan Chief Executive Officer

Kagan (Principal Executive Officer)

Chief Executive Officer

(Principal Executive Officer)

/s/ Rebecca S.

17 unchanged sentences

(Appendix A to DEF 14A filed April 12, 2021)

3.2* Fourth Amended and Restated Bylaws of Globalstar, Inc.

(Exhibit 3.1 to Form 8-K filed on April 15, 2019)

3.2* Fifth Amended and Restated Bylaws of Globalstar, Inc.

(Exhibit 3.1 to Form 8-K filed on August 31, 2023)

3.3* Certificate of Designation filed November 15, 2022 (Exhibit 3.1 to Form 8-K filed on November 16, 2022)

4.1* Indenture between Globalstar, Inc.

Bank, National Association as Trustee dated as of April 15, 2008 (Exhibit 4.1 to Form 8-K filed April 16, 2008)

4.2* Fourth Supplemental Indenture between Globalstar, Inc.

Bank, National Association as Trustee dated as of May 20, 2013, including Form of Global 8% Convertible Senior Note due 2028 (Exhibit 4.1 to Form 8-K filed May 20, 2013)

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10.1* Amended and Restated Loan Agreement between Globalstar, Inc., and Thermo Funding Company LLC dated as of July 31, 2013 (Exhibit 10.4 to Form 8-K filed August 22, 2013)

Settlement Agreement dated December 14, 2018 (Exhibit 10.1 to form 8-K filed December 17, 2018)

3 unchanged sentences

and its Directors dated February 26, 2019 (Exhibit 10.50 to Form 10-K filed February 28, 2019)

10.5* Subordinated Loan Agreement Dated as of July 2, 2019 by and among Globalstar, Inc.

and Other Lenders (Exhibit 10.1 to Form 10-Q filed August 9, 2019)

10.6* Fourth Global Amendment and Restatement Agreement dated as of November 26, 2019 between Globalstar, Inc., Thermo Funding Company LLC, BNP Paribas and the other lenders thereto Amendment and Restatement Agreement dated as of November 26, 2019 between Globalstar, Inc., Thermo Funding Company LLC, BNP Paribas and the other lenders thereto (Exhibit 10.37 to Form 10-K filed February 28, 2020)

10.7* Fourth Amended and Restated Facility Agreement dated as of November 26, 2019 between Globalstar, Inc., BNP Paribas and the other lenders party thereto (Exhibit 10.38 to Form 10-K filed February 28, 2020)

10.8* Second Lien Facility Agreement dated as of November 26, 2019 between Globalstar, Inc., Global Loan Agency Services Limited, GLAS Trust Corporation Limited and other lenders thereto (Exhibit 10.39 to Form 10-K filed February 28, 2020)

10.9* Form of Common Stock Purchase Warrant dated November 27, 2019 between Globalstar, Inc.

and other lenders thereto (Exhibit 10.40 to Form 10-K filed February 28, 2020)

10.10* Registration Rights Agreement dated November 26, 2019 between Globalstar, Inc.

and other lenders thereto (Exhibit 10.41 to Form 10-K filed February 28, 2020)

10.11* Intercreditor Agreement dated November 26, 2019 between BNP Paribas, Global Loan Agency Services Limited, The Senior Lenders, The Second Lien Lenders, Globalstar, Inc., BNP Paribas, GLAS Trust Corporation Limited and other lenders thereto (Exhibit 10.42 to Form 10-K filed February 28, 2020)

Third Amended and Restated Globalstar, Inc.

9 unchanged sentences

Form of Stock Option Award Agreement for use with executive officers (Exhibit 10.45 to Form 10-K filed March 31, 2011)

10.18*† 2019 Key Employee Bonus Plan (Exhibit 10.52 to Form 10-K Filed February 28, 2020)

10.19*†† 2020 Key Employee Bonus Plan (Exhibit 10.1 to Form 10-Q filed November 5, 2020)

2021 Key Employee Bonus Plan (Exhibit 10.24 to Form 10-K Filed March 4, 2021)

2022 Key Employee Bonus Plan (Exhibit 10.21 to Form 10-K filed February 25, 2022)

10.22* Letter Agreement with David Kagan dated November 27, 2017 (Exhibit 10.55 to Form 10-K filed February 23, 2018)

10.23* Letter Agreement with David Kagan dated September 4, 2018 (Exhibit 10.59 to Form 10-K filed February 28, 2019)

2023 Key Employee Bonus Plan (Exhibit 10.5 to Form 10-Q filed May 5, 2023)

Amended and Restated Prepayment Agreement dated May 19, 2021 (Exhibit 10.1 to Form 10-Q filed August 5, 2021)

3 unchanged sentences

Exchange Agreement dated November 15, 2022 (Exhibit 10.1 to Form 8-K filed November 16, 2022)

10.28*†† Letter Agreement dated November 15, 2022 (Exhibit 10.2 to Form 8-K filed November 16, 2022)

10.29†† Forbearance Agreement between Globalstar, Inc.

and Macdonald, Dettwiler and Associates Corporation dated October 28, 2022

Purchase Agreement, dated March 28, 2023, by and among Globalstar, Inc., the Subsidiary Guarantors party thereto and the Purchasers party thereto (Exhibit 10.1 to Form 8-K filed March 29, 2023)

Indenture (including form of Note) dated March 31, 2023, by and among Globalstar, Inc., the Subsidiary Guarantors party thereto and Wilmington Trust, National Association (Exhibit 10.1 to Form 8-K filed April 6, 2023)

Collateral Agreement dated April 6, 2023 by and among Globalstar, Inc.

the grantors and guarantors party thereto and Partner (Exhibit 10.2 to Form 8-K filed April 6, 2023)

Prepayment Agreement (Exhibit 10.6 to Form 10-Q filed May 5, 2023)

Amendment No.

4 to the Key Terms Agreement (Exhibit 10.7 to Form 10-Q filed May 5, 2023)

Intellectual Property License Agreement between XCOM Labs, Inc.

and Globalstar, Inc.

dated August 29, 2023 (Exhibit 10.37 to Form S-1 filed September 8, 2023)

Support Services Agreement by and between XCOM Labs, Inc.

and Globalstar, Inc.

dated August 29, 2023 (Exhibit 10.38 to Form S-1 filed September 8, 2023)

Amended and Restated Employment Agreement dated January 24, 2024 by and between Globalstar, Inc.

and Paul Jacobs

Guaranty dated as of December 7, 2023 made by Thermo Funding II, LLC

Common Stock Purchase Warrant between Thermo Funding II, LLC and Globalstar, Inc.

dated December 7, 2023

10.27*†† Second Forbearance Agreement among Globalstar, Inc., Macdonald, Dettwiler and Associates Corporation and Rocket Lab USA, Inc.

dated January 31, 2023

dated January 31, 2023 (Exhibit 10.30 to Form 10-K filed March 1 2023)

Globalstar, Inc.

Insider Trading Policy

21.1 Subsidiaries of Globalstar, Inc.

5 unchanged sentences

32.2 Section 906 Certification of Principal Financial Officer of Globalstar, Inc.

97.1 Globalstar, Inc.

Executive Compensation Clawback Policy

101.INS XBRL Instance Document

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures