GLOBALSTAR, INC. 8.00% Convertible Senior Unsecured Notes

GLOBALSTAR, INC.

8.00% Convertible Senior Unsecured Notes

CUSIP NO.:  378973 AB7

ISIN: US378973AB75

GLOBALSTAR, INC., a company duly incorporated under the laws of the State of Delaware (herein called the “ Company, ” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of [ · ] United States Dollars, as revised by the Schedule of Increases and Decreases in Global Security attached hereto, on the Stated Maturity, and to pay interest thereon from June [ · ], 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 2009, at the rate of 8.00% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 31 st  (whether or not a Business Day) immediately preceding an Interest Payment Date on June 15 th  and November 30 th (whether or not a Business Day) immediately preceding an Interest Payment Date on December 15 th .

Reference is made to the further provisions of this Security set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Security the right to convert this Security into shares of Common Stock and/or cash, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture.  Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: June [ · ], 2009

TERMS OF SECURITIES

8.00% Convertible Senior Unsecured Notes

This Security is one of a duly authorized issue of senior securities of the Company (herein called the “ Securities ”), issued under an Indenture dated as of April 15, 2008 (the “ Original Indenture ”), between the Company and U.S. Bank, National Association, as trustee (the “ Trustee ”) as supplemented by the Second Supplemental Indenture (the “ Second Supplemental Indenture,” together with the Original Indenture, the “ Indenture ”), to which reference is hereby made for a statement, of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used, but not otherwise defined, in this Security, shall have the meaning set forth in the Second Supplemental Indenture.

This security is the general, unsecured, senior obligation of the Company.

1.             Interest.  Globalstar, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “ Company ”), promises to pay interest on the principal amount of this Security at the rate of 8.00% per annum until (but excluding) Stated Maturity. In addition to interest at the rate per annum set forth in the immediately preceding sentence, the Company shall pay Additional Interest or Special Interest, if applicable, as provided in Sections 5.01 or 5.02 of the Second Supplemental Indenture.

The Company will pay interest semiannually in arrears on June 15 th  and December 15 th  of each year (each, an “ Interest Payment Date ”), commencing December 15, 2009, to Holders of record on the immediately preceding May 31 st   and November 30 th  (each, a “ Regular Record Date ”).  Interest on the Securities will accrue from the most recent date to which interest has been paid on the Securities or, if no interest has been paid, from June [ · ], 2009.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.             Method of Payment.  By no later than 11:00 a.m. (New York City time) on the date on which any principal of any Security is due and payable, the Company shall deposit with the Paying Agent money sufficient to pay such amount.  The Company will pay principal in money of the United States that at the time of payment is legal tender for payment of public and private debts.  Interest on the Securities shall by payable solely, at the Holder’s election in accordance with the terms of Section 3.01 of the Second Supplemental Indenture, in the form of (a) Additional Securities in an aggregate principal amount equal to the amount of such interest and Special Interest and Additional Interest, if any, then due, or (b) in the case of Holders for which a Common Stock Election is effective, in PIK Interest

Shares in an amount calculated in accordance Section 3.01 of the Second Supplemental Indenture.  Payments in respect of principal of Securities represented by a Global Security will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company will pay principal of Definitive Securities at the office or agency designated by the Company for such purpose.

3.             Redemption.  On the Stated Maturity, the Company shall redeem for cash the Securities, at a price equal to 100% of the principal amount of Securities to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date; provided that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Redemption Price shall be 100% of the principal amount of the Securities redeemed but shall not include accrued and unpaid interest, if any. Instead, the Company shall pay such accrued and unpaid interest, if any, on the Interest Payment Date to the Holder of record at the Close of Business on the corresponding Regular Record Date.

4.             Sinking Fund.  The Securities are not subject to any sinking fund.

5.             Purchase at the Option of the Holder upon a Fundamental Change.  If a Fundamental Change shall occur at any time, each Holder shall have the right, at such Holder’s option during a specified period and subject to the terms and conditions of the Indenture, to require the Company to purchase all or a portion of its Securities at the Fundamental Change Purchase Price specified in the Indenture.

6.             Conversion.  Subject to the procedures for conversion set forth in the Indenture, a Holder may convert its Securities at its option at any time prior to the Close of Business on the Business Day immediately preceding the Stated Maturity for the payment of principal of the Securities.  Securities in respect of which a Fundamental Change Purchase Notice has been delivered may not be