As filed with the Securities and Exchange Commission on January 30, 2008

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GLOBALSTAR, INC.

(Exact name of registrant as specified in its charter)

461 South Milpitas Boulevard

Milpitas, California 95035

(408) 933-4000

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Fuad Ahmad

Vice President and Chief Financial Officer

Globalstar, Inc.

461 South Milpitas Boulevard

Milpitas, California 95035

(408) 933-4000

(Name and address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of securities to the public:  As soon as practicable following the effectiveness of this Registration Statement and the consummation of the purchase of Partnership Interests as described in the Partnership Interest Purchase Agreement, dated as of December 21, 2007 and filed as Annex A to this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

(1)   Under the Partnership Interest Purchase Agreement, Globalstar, Inc. will issue the number of shares of its common stock equal to $6,500,000 divided by the average of the closing price per share of its common stock as reported by the Nasdaq Stock Market for the 10 trading-day period ending on the third trading day immediately preceding the closing date.  This number is not yet known.  As an estimate, the number of shares referred to in this table was calculated by dividing $6,500,000 by the average of the high and low price per share of Globalstar, Inc. common stock as reported by the Nasdaq Stock Market on January 28, 2008.

(2)   Estimated solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended.  Since there is no market for Loral/DASA Globalstar, L.P. securities, the proposed maximum aggregate offering price is based upon $42,431,011.92, the book value of the Loral/DASA Globalstar, L.P. securities (as of June 30, 2007) to be received by the registrant pursuant to the Purchase Agreement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed.  Globalstar may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities, and Globalstar is not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated January 30, 2008

PROSPECTUS

The board of directors of Globalstar, Inc. (“Globalstar”) and the general and limited partners of Loral/DASA Globalstar, L.P. (“LDG”) have approved a partnership interest purchase agreement dated as of December 21, 2007 (the “purchase agreement”) under which Globalstar will acquire all of the outstanding partnership interests of LDG.  Pursuant to the agreement, Globalstar will deliver to Loral Space & Communications Inc. (“Loral Space”), the parent of the general partner of LDG, as payment for such partnership interests, Globalstar common stock valued at $6.5 million minus certain outstanding service fees owed by LDG to Globalstar.  The number of shares of Globalstar common stock to be received by Loral Space will be determined by dividing $6.5 million, as adjusted for the outstanding service fees, by the average of the closing price per share of Globalstar common stock as reported by the Nasdaq Stock Market for the 10 trading-day period ending upon the trading day immediately preceding the third trading day prior to the closing of the transaction.

Because all of the partners of LDG have already approved the agreement, no vote is required.  No vote is required on the part of Globalstar stockholders in connection with the purchase.

Globalstar is not asking you for a proxy and you are requested not to send Globalstar a proxy.

Please see “Risk Factors” beginning on page 8 for a discussion of matters relating to holding Globalstar common stock.

Globalstar common stock is quoted on the Nasdaq Stock Market under the symbol “GSAT.”  On January 29, 2008, the last trading date before the printing of this prospectus, the last reported sale price per share of Globalstar common stock on the Nasdaq Stock Market was $8.90.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

The date of this prospectus is January 30, 2008.

TABLE OF CONTENTS

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IMPORTANT

This document, which is referred to as the prospectus, constitutes a prospectus of Globalstar for the shares of common stock that Globalstar will issue to Loral Space pursuant to the purchase agreement.  As permitted under the rules of the U.S. Securities and Exchange Commission (the “SEC”), this prospectus incorporates by reference important business and financial information about Globalstar contained in documents filed with the SEC and that is not included in or delivered with this prospectus.  You may obtain copies of these documents, free of charge, from the website maintained by the SEC at www.sec.gov.  See “Where You Can Find More Information” on page 35.  You may also obtain copies of these documents, without charge, from Globalstar by writing or calling Globalstar at 461 S. Milpitas Boulevard, Milpitas, California, telephone (408) 933-4006, Attn: Investor Relations.

In order to obtain delivery of these documents before the closing of the transaction, you should request such documents no later than [________], 2008.

In “Questions and Answers about the Transaction” below and in the “Summary” beginning on page 3, Globalstar highlights selected information from this prospectus but the company has not included all of the information that may be important to you.  To better understand the purchase agreement and the transaction, and for a complete description of their legal terms, you should read carefully this entire prospectus, including the annexes, as well as the documents that Globalstar has incorporated by reference into this document.  See “Where You Can Find More Information” on page 35.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

Q:                                  WHAT IS THE PROPOSED TRANSACTION?

A:                                   On December 21, 2007, Globalstar, GSSI, LLC, LDG, Loral Space, and various subsidiaries and affiliated entities of LDG entered into a partnership interest purchase agreement.  Under the purchase agreement, subject to the satisfaction of certain conditions, GSSI, LLC, a wholly-owned subsidiary of Globalstar, will acquire all of the general and limited partnership interests of LDG.  Under the terms of the purchase agreement, Loral Space, the parent of the general partner of LDG, will receive total consideration consisting of shares of Globalstar common stock valued at $6.5 million, subject to adjustment as described below.

The stock consideration will be the aggregate number of shares of Globalstar common stock equal to the quotient of $6.5 million minus any outstanding service fees owed by LDG to Globalstar, divided by the average of the closing price per share of Globalstar common stock on the Nasdaq Stock Market for the 10 trading-day period ending on the trading day immediately preceding the third trading day prior to closing.  All partnership interests of LDG outstanding at the closing date will be transferred to GSSI.

The purchase agreement is included in this prospectus as Annex A.  The purchase agreement is the legal document that governs the transaction.

Q:                                  WHY ARE THE COMPANIES PROPOSING THIS TRANSACTION?

A:                                   The Globalstar satellite network was originally owned by Globalstar, L.P. (“Old Globalstar”) and was designed, built and launched in the late 1990s by a technology partnership led by Loral Space & Communications Ltd., now Loral Space.  Subsidiaries of Loral Space have owned and operated Globalstar gateways and sold Globalstar products and services as independent gateway operators in Brazil, Mexico, and Russia since Old Globalstar began service in 2000.

In December 2000, in connection with financial difficulties then being experienced by Old Globalstar, Loral Space wrote off its investments in its Globalstar-related operations.  Following Loral Space’s emergence from its own reorganization in 2005, Loral Space has decided to focus on its core and strategic businesses which are satellite manufacturing and fixed satellite services.  The Globalstar service provider business is no longer a core or strategic business for Loral Space, and Loral Space believes that without further significant investment, which Loral is unwilling to make, the business will not achieve profitability.  By divesting the Globalstar service provider business in Brazil, Loral Space expects to avoid further losses attributable to the business as well as allow its management to focus on its core and strategic businesses without diversion of time, effort and expense in managing non-core, non-strategic businesses.  DASA, a passive, limited partner investor in the Globalstar Brazil business, like Loral Space, also viewed its investment as non-core and non-strategic, has determined that DASA would not invest further in the business and, therefore, has decided to divest its interest in the business.  To review Loral Space’s and LDG’s reasons for the transaction, please see “The Purchase — Loral Space’s and LDG’s Reasons for the Transaction” beginning on page 12.

Globalstar’s acquisition of LDG and its subsidiaries is consistent with its strategy of acquiring independent gateway operators.  Globalstar believes it will be able to devote more resources to grow LDG’s subscriber base and revenue faster.  To review Globalstar’s reasons for the transaction, please see “The Purchase — Globalstar’s Reasons for the Transaction” beginning on page 13.

Q:                                  WHO NEEDS TO APPROVE THE TRANSACTION?

A:                                   The purchase agreement has already been adopted and approved by partners holding all of LDG’s outstanding partnership interests.  No additional vote is required.  Globalstar is not asking for a proxy, and you are requested not to send Globalstar a proxy.

Globalstar’s Board of Directors also has approved the purchase agreement and the issuance of the common stock consideration.

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Q:                                  WHAT DO I NEED TO DO NOW?

A:                                   Nothing, other than carefully reading the information contained in this prospectus.

Q:                                  DO THE PARTNERS HAVE DISSENTER’S RIGHTS OR APPRAISAL RIGHTS?

A:                                   No.  Under the Delaware Revised Uniform Limited Partnership Act, there are no statutory appraisal or dissenter’s rights.  LDG’s partnership agreement contains no such provisions.  Accordingly, no partner of LDG may exercise any dissenter’s rights or appraisal rights in connection with the transaction.

Q:                                  WILL LORAL SPACE BE ABLE TO TRADE GLOBALSTAR COMMON STOCK THAT IT RECEIVES PURSUANT TO THE TRANSACTION?

A:                                   Yes.  Globalstar common stock issued pursuant to the purchase agreement will be registered under the Securities Act and will be quoted on the Nasdaq Stock Market under the symbol “GSAT.”  All shares of Globalstar common stock issued in the transaction will be freely transferable unless the seller of such securities is deemed an affiliate (for purposes of the federal securities laws) of LDG prior to the transaction or of Globalstar following the transaction.  Affiliates of LDG and Globalstar may, however, be able to freely sell the shares they receive in the transaction, subject to certain volume and manner of sale limitations pursuant to Rules 144 and 145 under the Securities Act.  The stock certificates for shares of Globalstar common stock issued to affiliates of LDG will bear stock legends referencing those restrictions on transfer.  The stock legend on the affiliates’ certificates will be removed by Globalstar’s transfer agent upon a resale of those shares made in accordance with the procedures described in “The Purchase — Resale of Globalstar Common Stock” on page 15.

Q:                                  WHEN DO YOU EXPECT THE TRANSACTION TO BE COMPLETED?

A:                                   Closing of the transaction is subject to the satisfaction of a number of conditions, including receipt of applicable Brazilian regulatory approvals and the effectiveness of a registration statement on Form S-4, of which this prospectus forms a part.  Globalstar currently anticipates closing the transaction by May 1, 2008.

Q:                                  WHERE CAN I FIND MORE INFORMATION ABOUT GLOBALSTAR AND LORAL SPACE?

A:                                   More information about Globalstar is available from sources described under “Where You Can Find More Information” on page 35.  Additional information about Globalstar also may be obtained from its website at www.globalstar.com, and additional information about Loral Space may be obtained from its website at www.loral.com.  Information on these websites is expressly not incorporated by reference into this prospectus.

Q:                                  WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?

A:                                   If you have additional questions, please contact Globalstar at 461 S. Milpitas Boulevard, Milpitas, California 95035, telephone (408) 933-4006, Attn: Investor Relations.

Q:                                  ARE THERE RISKS ASSOCIATED WITH THE TRANSACTION?

A:                                   Yes.  You should read carefully the section entitled “Risk Factors” beginning on page 8.

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SUMMARY

This brief summary highlights selected information from this prospectus.  It does not contain all of the information that may be important to you.  You should read carefully this entire document and the other documents to which this prospectus refers you to fully understand the transaction.  See “Where You Can Find More Information” on page 35.  Each item in this summary refers to the page where that subject is discussed in more detail.

Information about Globalstar (see page 28)

Globalstar, Inc.
461 South Milpitas Boulevard
Milpitas, California 95035
(408) 933-4400

Globalstar, a Delaware corporation, is a leading provider of mobile voice and data communications services via satellite.  Using satellites and ground stations, Globalstar offers its services in over 120 countries.  In most of the world, Globalstar has authority to operate a wireless communications network via satellite over 27.85 MHz of radio spectrum, which is comprised of two blocks of contiguous global radio frequencies.  In the United States, the U.S. Federal Communications Commission has authorized Globalstar to use 25.225 MHz.

At September 30, 2007, Globalstar served approximately 285,000 subscribers in the government; public safety and disaster relief; recreational and personal; maritime and fishing; oil and gas; natural resources, mining and forestry; construction; utilities; and transportation markets.

Information about LDG (see page 34)

Loral/DASA Globalstar, L.P.
600 Third Avenue
New York, New York 10016
(212) 697-1105

LDG, a Delaware limited partnership, owns, directly and through a Brazilian holding company, Globalstar do Brasil S.A. (“GdB”), the operating company that offers Globalstar products and services and operates three gateways in Brazil.  At September 30, 2007, GdB served approximately 5,500 subscribers.

The Partnership Interest Purchase (see page 11)

At the closing date, GSSI, LLC, a wholly-owned subsidiary of Globalstar, will acquire all of the general partner and limited partner interests of LDG.

What Loral Space Will Receive in the Transaction (see page 11)

The stock consideration will be the aggregate number of shares of Globalstar common stock equal to the quotient of $6.5 million minus any outstanding service fees owed by LDG to Globalstar divided by the average of the closing price per share of Globalstar common stock on the Nasdaq Stock Market for the 10 trading-day period ending on the trading day immediately preceding the third trading day before closing.  By agreement of the LDG partners, Globalstar will pay all of the consideration directly to Loral Space, in consideration of the outstanding indebtedness owed by LDG and its subsidiaries to Loral Space and in consideration of Loral Space’s agreement to indemnify Globalstar for various matters under the purchase agreement.

Dissenter’s Rights or Appraisal Rights (see page 14)

The partners of LDG do not have dissenter’s or appraisal rights.  The two partners of LDG have approved the purchase of the partnership interests by Globalstar.

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Regulatory Approvals (see page 14)

Consummation of the transaction is contingent upon the receipt of approvals from Brazil’s Agência Nacional de Telecommunicacỡes (“Anatel”).  The parties must also notify the Brazilian Administrative Council of Economic Defense (“CADE”).  Issuance of a final ruling by CADE is not a condition to closing the transaction.  Globalstar also intends to make all required filings under the Securities Act and the Securities Exchange Act of 1934, as amended, relating to the transaction.

Interests of Directors/Partners and Executive Officers (see page 17)

As of November 8, 2007, Globalstar’s directors and executive officers beneficially owned an aggregate of 51,814,549 shares of Globalstar common stock, representing approximately 62.68% of Globalstar’s outstanding common stock.  As of September 30, 2007, LDG’s partners owned 100% of the partnership interests of LDG.

Material United States Federal Income Tax Consequences of the Transaction (see page 13)

The receipt of the transaction consideration in exchange for LDG partnership interests pursuant to the transaction will be a taxable transaction for United States federal income tax purposes.  In general, a U.S. holder (as defined on page 13) who receives the transaction consideration in exchange for LDG partnership interests will recognize capital gain or loss for United States federal income tax purposes equal to the difference, if any, between (i) the fair market value of the Globalstar common stock and (ii) the holder’s adjusted tax basis in the LDG partnership interests.

Holders of LDG partnership interests are urged to consult their tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the transaction.

Accounting Treatment (see page 15)

Globalstar will account for the transaction under the purchase method of accounting in accordance with United States generally accepted accounting principles.

Selected Historical Financial Information of Globalstar

The following table presents Globalstar’s selected historical consolidated financial information and other data for the year ended December 31, 2002, for the period from January 1, 2003 through December 4, 2003, for the period from December 5, 2003 through December 31, 2003, for the years ended December 31, 2004, 2005 and 2006, for the nine month periods ended September 30, 2006 and 2007 and as of December 31, 2002, 2003, 2004, 2005 and 2006 and September 30, 2007.  The selected historical consolidated financial data of Old Globalstar for the year ended December 31, 2002, for the period from January 1, 2003 through December 4, 2003 and as of December 31, 2002 has been derived from the consolidated financial statements of Globalstar’s predecessor (Old Globalstar).  Globalstar’s selected historical consolidated financial data for the period December 5, 2003 through December 31, 2003 and as of December 31, 2003 and 2004 has been derived from Globalstar’s audited consolidated balance sheets as of those dates.  Globalstar’s selected historical consolidated financial data for the nine months ended September 30, 2006 and 2007 and as of September 30, 2007 is derived from its unaudited consolidated financial statements which are incorporated by reference in this prospectus.

The columns in the following tables entitled “Predecessor” contain financial information with respect to the business and operations of Old Globalstar for periods prior to December 5, 2003, the date on which Globalstar obtained control of its assets.  The columns entitled “Successor” contain financial information with respect to Globalstar’s business and operations after that date.

You should read the selected historical consolidated financial data set forth below together with Globalstar’s consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are incorporated by reference in this prospectus.  The selected historical consolidated financial data set forth below are not necessarily indicative of the results of future operations.

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(1)             Includes related party sales of $440 and $3,423 for the years ended December 31, 2005 and 2006 and $3,400 and $59 for the nine months ended September 30, 2006 and 2007, respectively.

(2)             Includes costs of related party sales of $314 and $3,041 for the years ended December 31, 2005 and 2006 and $2,985 and $46 for the nine months ended September 30, 2006 and 2007, respectively.

(3)             Includes related party amounts of $1,324 (year ended December 31, 2004), $176 (year ended December 31, 2005), $0 (year ended December 31, 2006), $0 (nine months ended September 30, 2006) and $0 (nine months ended September 30, 2007).

(4)             Average monthly retail revenue per user measures service revenues per month divided by the average number of subscribers (excluding Simplex and independent gateway operator subscribers) during that month. ARPU as so defined may not be similar to average monthly revenue per user as defined by other companies in Globalstar’s industry, is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in its statement of operations. Globalstar believes that average monthly retail revenue per user provides useful information concerning the appeal of its rate plans and service offerings and its performance in attracting and retaining high value customers.

(5)             Globalstar defines churn rate as the monthly average of the aggregate number of its retail subscribers (excluding Simplex customers and customers of the independent gateway operators) who cancel service during a month, divided by the average number of retail subscribers during the month. Others in Globalstar’s industry may calculate churn rate differently. Churn rate is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in Globalstar’s statement of operations. Globalstar believes that churn rate provides useful information concerning customer satisfaction with its services and products.

(6)             EBITDA represents earnings before interest, income taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to GAAP measurements, such as net income, and Globalstar’s calculations thereof may not be comparable to similarly entitled measures reported by other companies.

Globalstar uses EBITDA as the primary measurement of its operating performance because, by eliminating interest, taxes and the non-cash items of depreciation and amortization, Globalstar believes it best reflects changes across time in its performance, including the effects of pricing, cost control and other operational decisions. Its management uses EBITDA for planning purposes, including the preparation of an annual operating budget. Globalstar believes that EBITDA also is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of companies in industries similar to Globalstar. As indicated, EBITDA does not include interest expense on borrowed money or depreciation expense on capital assets or the payment of taxes, which are necessary elements of Globalstar’s operations. Because EBITDA does not account for these expenses, its utility as a measure of Globalstar’s operating performance has material limitations. Because of these limitations, management does not view EBITDA in isolation and also uses other measures, such as net income, revenues and operating profit, to measure operating performance.

The following is a reconciliation of EBITDA to net income (loss):

(a)             Includes Interest expense (income) and interest rate derivative (income) loss.

The following table provides supplemental information as to unusual and other items that are reflected in EBITDA:

(a)  Represents a write-off for failed satellites.

(b)  Represents a write-off in settlement of an overdue gateway receivable from an independent gateway operator and for a settlement over territorial coverage.

(c)  Represents costs relating to the restructuring of Old Globalstar that Globalstar assumed in the reorganization.

(d)  Represents a write-down of certain first generation product inventory for excess inventory.

(7)          Restricted cash is comprised of funds held in escrow by a financial institution to secure Globalstar’s payment obligations related to its contract for the construction of the second-generation satellite constellation.

(8)          Includes liabilities subject to compromise as of December 31, 2003 in the amount of $3,421,967.

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Certain Historical Per Share Data

The following table lists the per share/partnership interest data of Globalstar and LDG, respectively, as of and for the year ended December 31, 2006, and as of and for the nine months ended September 30, 2007, in the case of Globalstar, and six months ended June 30, 2007 (indicates last available information), in the case of LDG.

Comparative Market Values of Globalstar and LDG Securities

Globalstar common stock began trading on the Nasdaq Stock Market under the symbol “GSAT” on November 2, 2006.  The following table shows the range of high and low sales prices per share for common stock for the periods indicated as reported by Nasdaq through January 29, 2008.  As of November 8, 2007, there were 82,671,224 holders of record of Globalstar common stock.

On December 20, 2007, the last trading day before the announcement of the purchase agreement, the last reported sale price of Globalstar common stock on the Nasdaq Stock Market was $9.10.  On January 29, 2008, the most recent practicable date prior to the printing of this prospectus, the last reported sale price of Globalstar common stock on the Nasdaq Stock Market was $8.90.

There is no public trading market for LDG securities.

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RISK FACTORS

As a result of the transaction, LDG’s business will be subject to the following new or increased risks related to Globalstar’s other operations and the structure of the transaction. In addition to the risks described below, the combined company will continue to be subject to the risks described in the documents that Globalstar has filed with the SEC that are incorporated by reference into this prospectus. If any of the risks described below or in the documents incorporated by reference into this prospectus actually occur, the business, financial condition, results of operations or cash flows of the combined company could be materially adversely affected. The risks below should be considered along with the other information included or incorporated by reference into this prospectus.

Globalstar may not realize any benefits from the acquisition and may incur impairment charges if the acquisition is unsuccessful.

Globalstar and LDG entered into the purchase agreement with the expectation that the transaction will result in benefits to all parties, as described in “The Partnership Interest Purchase” beginning on page 11. Achieving the benefits of the transaction will depend in part on the successful integration of LDG’s operations and personnel in a timely and efficient manner. The success of the acquisition may also be dependent on Globalstar contributing additional working capital to LDG and its subsidiaries, which may not be available. In addition, the integration is likely to require significant time and attention of Globalstar management that would otherwise be focused on other priorities and could negatively affect Globalstar’s ability to operate LDG and to retain key employees after the acquisition. There is no assurance that LDG can be successfully integrated or that any of the anticipated benefit of the acquisition will be realized.

In addition, if Globalstar concludes in the future that the cash flow potential of the LDG assets is significantly less than Globalstar believed at the time of purchase, and that conclusion is based on a long-term rather than short-term trend, Globalstar may need to record an impairment charge. Globalstar cannot assure you that it will not incur impairment charges as a result of the transaction.

If Globalstar cannot maintain the subscriber base of the acquired business, many of the potential benefits of the acquisition may not be realized.

In order to obtain the benefits of the acquisition, Globalstar must maintain or increase the number of subscribers to its communications services in the Brazil service territory. Globalstar may be required to spend additional time and money on customer maintenance and acquisition which would otherwise be spent on developing new products or services. If Globalstar does not maintain or increase its subscriber base in Brazil or if it uses too many of its resources to do so, it could harm the combined company’s business, financial condition and results of operations.

The market price of Globalstar common stock may decline as a result of the acquisition.

The market price of Globalstar common stock may decline as a result of the acquisition, including if the integration of LDG is unsuccessful or takes longer than expected, the perceived benefits of the transaction are not achieved as rapidly or to the extent anticipated by financial analysts or investors, or the effect of the transaction on Globalstar’s financial results is not consistent with the expectations of financial analysts or investors. In addition, Globalstar’s issuance of common stock as payment for the partnership interests will be dilutive to current stockholders. The ability of Loral Space to sell the Globalstar common stock received in the transaction may increase the volatility of and lower the price of Globalstar’s common stock.

The acquisition of LDG may decrease Globalstar’s liquidity.

Globalstar may be required to commit additional working capital to LDG and its subsidiaries. If Globalstar does so, its liquidity will decrease, which could adversely affect its ability to fund capital expenditures for its second-generation satellite constellation and related ground station upgrades.

The number of shares of common stock that Loral Space will receive in the transaction is subject to change.

The total number of shares of Globalstar common stock that Globalstar will issue in the acquisition will be determined by dividing $6.5 million (less an adjustment for outstanding service fees) by the average of the closing sales prices per share of Globalstar common stock as reported by the Nasdaq Stock Market for the 10 trading-day period ending on the trading day immediately preceding the third trading day prior to the closing of the transaction. See “The Partnership Interest Purchase

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Consideration” beginning on page 11. The number of shares of Globalstar common stock to be issued in the transaction is subject to fluctuation, in that the lesser the average closing price of Globalstar common stock during the 10-trading-day period, the more shares of Globalstar common stock that will be issued in the transaction, and the greater the average closing price, the fewer shares that will be issued. Changes in the market price of Globalstar common stock during the three trading days prior to, and the day of, the closing will not affect the number of shares to be issued in the transaction.

Loral Space will have substantively different rights with respect to its interests following the transaction.

Upon consummation of the transaction, Loral Space will become a stockholder of Globalstar, a public Delaware corporation. There are material differences between the rights of partners of a private partnership and the rights of stockholders of a public corporation. See “Comparison of Stockholder and Partnership Rights” beginning on page       .

The acquisition is subject to the receipt of consents and approvals from various governmental entities, which may impose conditions on, jeopardize or delay completion of the acquisition or reduce the anticipated benefits of the acquisition.

Completion of the transaction is conditioned upon filings with, and the receipt of required consents, orders, approvals or clearances from, various Brazilian governmental entities, including the communications licensing agency. There can be no assurance that all of these required consents, orders, approvals and clearances will be obtained. If the required consents are obtained, at any time before or after the time that the transaction is effective under Delaware law, governmental entities may impose conditions on, or require divestitures relating to, the operations or assets of Globalstar and LDG. These conditions or divestitures may jeopardize or delay completion of the acquisition or reduce the anticipated benefits of the acquisition.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may include, without limitation, statements relating to:

These statements involve known and unknown risks, uncertainties, and other factors that may cause results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among others, those listed under “Risk Factors” and elsewhere in this prospectus and the documents incorporated by reference. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of such terms or other comparable terminology.

Globalstar cautions you not to place significant reliance on these forward-looking statements, which speak only as of the date of this prospectus or the date of the incorporated documents, as applicable, and Globalstar undertakes no obligation to update or revise these statements.

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THE PARTNERSHIP INTEREST PURCHASE

The following discussion of the transaction is subject to and qualified in its entirety by reference to the purchase agreement, which is included in this prospectus as Annex A.

Structure of the Transaction

At the closing date, subject to the provisions of the purchase agreement, Loral Holdings LLC, the general partner of LDG, and Global DASA LLC, the limited partner of LDG, will sell and transfer all of their partnership interests in LDG to GSSI, LLC, a wholly-owned subsidiary of Globalstar. To comply with Brazilian law, certain entities affiliated with Loral Holdings and Global DASA own quotas of Loral/DASA do Brasil Holdings Ltda., a subsidiary of LDG. The holders of these quotas will assign them to GSSI as required by applicable Brazilian law without additional consideration. After the closing, GSSI will be the sole partner of LDG and will control the Globalstar gateway locations and operations at three locations in Brazil.

Consideration

As aggregate consideration for the transaction, Globalstar will issue to Loral Space Globalstar common stock valued at $6.5 million minus certain outstanding service fees owed by LDG to Globalstar as described below.

The stock consideration will be the aggregate number of shares of Globalstar common stock equal to the quotient of $6.5 million, minus any outstanding service fees owed by LDG to Globalstar pursuant to the existing Satellite Capacity Agreement between the parties, divided by the average of the closing price per share of Globalstar common stock on the Nasdaq Stock Market for the 10 trading-day period ending on the trading day immediately preceding the third trading day prior to closing.

The exact number of shares of Globalstar common stock to be delivered in the transaction is not determinable at this time because the price used to calculate the number of shares of common stock to be delivered pursuant to the purchase agreement and the deduction for the service fees owed is not yet known. The following table sets forth the number of shares of Globalstar common stock that would be delivered in the transaction at various average sales prices per share for the period described above, assuming no deduction for service fees.

Fractional Shares

Globalstar will not issue any fractional shares of common stock in the transaction.

Payment of Consideration

On the closing date, Globalstar will deliver to Loral Space the common stock payable under the purchase agreement.

Background of the Transaction

On several occasions during the second quarter of 2006, James Monroe III, Chairman & CEO of Globalstar, and Eric J. Zahler, then President and COO of Loral Space, discussed an acquisition by Globalstar of LDG’s independent gateway operations in Brazil in connection with settlement discussions on other matters and the lock-up agreement being requested by the underwriters of Globalstar’s initial public offering.

During the third quarter of 2006, Mr. Monroe and Mr. Zahler discussed the structure and consideration of an acquisition of the Brazilian gateway operator, and the parties began to exchange term sheets regarding the acquisition. During this time period the parties reached agreement in principle on a purchase price of $6.5 million in Globalstar common stock. On August 21, 2006, Globalstar and Loral Space entered into a confidentiality agreement concerning the

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proposed transaction. From that time through the third quarter of 2007, certain members of Globalstar’s management conducted due diligence discussions with Loral Space and its indirect subsidiary, GdB.

On October 17, 2006, Globalstar and Loral Space agreed to settle their dispute regarding Government Services, L.L.C., a subsidiary owned 75% by Globalstar and 25% by Loral Space. At the same time, Loral Space advised Globalstar and the underwriters that it would sign a requested lock-up agreement that prohibited Loral Space from selling 70% of its Globalstar common stock for 180 days following Globalstar’s initial public offering.

The parties continued to negotiate a term sheet for the transaction in the fourth quarter of 2006 and the first quarter of 2007. On May 10, 2007, U.S. counsel to Globalstar submitted a draft purchase agreement to Loral Space contemplating a structure whereby Globalstar would acquire substantially all of the assets of LDG and its operating subsidiaries.

After further diligence, documents were exchanged and all parties reviewed the potential transaction with Brazilian counsel, the parties agreed in principle to change the structure of the transaction to a purchase of the partnership interests of LDG. U.S. Counsel for Globalstar circulated a revised purchase agreement to Loral Space on June 13, 2007.

Thereafter through November 14, 2007, the parties and their counsel exchanged many drafts and negotiated the terms of the definitive purchase agreement and related documentation, including provisions with respect to the manner in which the final consideration would be calculated, the manner in which outstanding tax liabilities would be paid and indemnified by Loral Space in the future, the representations and warranties to be made by all parties, covenants restricting the operations of LDG and its subsidiaries between the execution of the purchase agreement and closing and conditions to closing the transaction. On November 14, 2007, the parties reached a substantially final agreement on the terms of the transaction and Globlastar and Loral Space and its related parties delivered signature pages into escrow pending receipt of signatures from Global DASA and Mercedes-Benz do Brasil Ltda. (“MBBras”). MBBras is the owner of a quota share of Loral/DASA do Brasil Holdings Ltda., a subsidiary of LDG and the parent of GdB. This escrow arrangement expired on December 14, 2007.

In early December 2007, the parties became aware of a tax issue affecting MBBras. The parties resolved this issue on or about December 19, 2007, clearing the way for execution of the purchase agreement.

At all regular meetings during 2007, the Globalstar board of directors was briefed with respect to progress of the transaction. The briefings included, at a minimum, management’s opinion with respect to financial impact of the transaction, the financial terms of the proposed purchase agreement, and the status of the negotiations. On January 14, 2008, a copy of the executed purchase agreement was sent to each of the directors with a request that it be ratified. On January 18, 2008, by unanimous written consent, the directors ratified the purchase agreement and authorized registration of the stock required as consideration under the purchase agreement.

In September 2006, the Loral Space board was briefed on matters relating to GdB. On December 17, 2007, the board of directors of Loral Space and of Loral Holdings LLC, the general partner of LDG, and LGP Bermuda Ltd. were briefed on the terms of the proposed sale of the LDG business to Globalstar, approved such sale and delegated to management the authority to finalize and execute the purchase agreement and such other agreements and documents as may be necessary to consummate the proposed transaction.

On or about November 26, 2007, DASA reported that it had received all requisite authorizations to approve the proposed purchase agreement. On or about December 19, 2007, MBBras received all requisite authorizations to approve the proposed purchase agreement.

On December 21, 2007, Globalstar, GSSI, Global DASA, LDG, Loral Space and the other LDG subsidiaries executed the agreement.

Loral Space’s and LDG’s Reasons for the Transaction

In December 2000, in connection with financial difficulties then being experienced by Old Globalstar, Loral Space wrote off its investments in its Globalstar-related operations. Following Loral Space’s emergence from its own reorganization in 2005, Loral Space has decided to focus on its core and strategic businesses which are satellite manufacturing and fixed satellite services. The Globalstar service provider business is no longer a core or strategic business for Loral Space, and, Loral Space believes that without further significant investment, which Loral is unwilling

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to make, the business will not achieve profitability. By divesting the Globalstar service provider business in Brazil, Loral Space expects to avoid further losses attributable to the business as well as to allow its management to focus on its core and strategic businesses without diversion of time, effort and expense in managing non-core, non-strategic businesses. DASA, a passive, limited partner investor in the Globalstar Brazil business, like Loral Space, also viewed its investment as non-core and non-strategic, has determined that DASA would not invest further in the business and, therefore, has decided to divest its interest in the business.

Globalstar’s Reasons for the Transaction

The acquisition of LDG is consistent with Globalstar’s stated strategy to acquire independent gateway operators when it believes it can do so on favorable terms. After this acquisition, Globalstar will own and operate 12 of its gateways, with the remaining 13 operated by independent gateway operators. Globalstar expects the acquisition to enhance its results of operations in three respects:

Globalstar cannot assure you, however, that any of the potential savings, synergies or opportunities considered by it in evaluating the purchase will be achieved following completion of the transaction. See “Risk Factors” beginning on page 8.

Material United States Federal Income Tax Consequences of the Transaction

The following discussion of the material U.S. federal income tax consequences of the transaction to U.S. holders (as defined below) of LDG partnership interests is based on the Internal Revenue Code of 1986, as amended (which is referred to as the “Code”), applicable Treasury Regulations, published positions of the Internal Revenue Service and court decisions in effect as of the date hereof, all of which are subject to change, potentially with retroactive effect, and to differing interpretation. The discussion set forth below is intended only as a summary of the material U.S. federal income tax consequences of the transaction and does not purport to be a complete analysis of all potential tax consequences of the transaction. In particular, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders of LDG partnership interests in light of their individual circumstances or to holders who are subject to special treatment under the U.S. federal income tax laws (including, for example, banks, insurance companies and other financial institutions, partnerships and other pass-through entities and investors in such entities, tax-exempt organizations, broker-dealers, persons who are not citizens or residents of the United States, holders subject to the alternative minimum tax, holders that hold partnership interests as part of a straddle, hedge, constructive sale or conversion transaction, holders whose functional currency is not the U.S. dollar, and holders who acquired their partnership interests upon the exercise of employee options or otherwise as compensation or through a tax-qualified retirement plan). The following discussion does not address any aspects of state, local or foreign taxation and does not address the tax consequences to any person who actually or constructively owns 5% or more of any class of LDG partnership interests. This discussion assumes that holders of LDG partnership interests hold their LDG partnership interests as capital assets (generally, property held for investment).

Holders of LDG partnership interests are urged to consult with their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign tax laws) of the transition.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of LDG partnership interests that is, for U.S. federal income tax purposes:

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If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds LDG partnership interests, the tax treatment of a partner in the partnership (or other entity) will generally depend on the status of the partners and the activities of the partnership (or other entity). If a U.S. holder is a partner in a partnership (or other entity) holding LDG partnership interests, such holder should consult its tax advisor.

Consequences of the Transaction

The receipt of the transaction consideration in exchange for LDG partnership interests pursuant to the transaction will be a taxable transaction for United States federal income tax purposes. In general, a U.S. holder who receives the transaction consideration in exchange for LDG partnership interests will recognize capital gain or loss for United States federal income tax purposes equal to the difference, if any, between (i) the fair market value of the Globalstar common stock and (ii) the holder’s adjusted tax basis in the LDG partnership interests. Any such gain or loss will be long-term capital gain or loss if the holding period for the LDG partnership interests exceeds one year at the effective time of the transaction. Long-term capital gains of non-corporate U.S. holders generally are eligible for preferential rates of United States federal income tax. Certain limitations apply to the use of capital losses. In addition, certain gain attributable to “unrealized receivables” or “inventory items” could be characterized as ordinary income rather than capital gain.

A U.S. holder’s aggregate tax basis in Globalstar common stock received in the transaction will equal the fair market value of the stock as of the effective date of the transaction. The holding period of the Globalstar common stock received in the transaction will begin on the day after the effective date of the transaction.

Information Reporting and Backup Withholding

Payments of cash made in connection with the transaction may be subject to information reporting and backup withholding at a rate of 28%, unless a holder of LDG partnership interests:

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against the holder’s U.S. federal income tax liability, provided that the required information is furnished to the Internal Revenue Service.

No Dissenter’s Rights or Appraisal Rights

Pursuant to the partnership agreement of LDG, and Delaware law, the partners of LDG may not exercise any dissenter’s rights or appraisal rights in connection with the transaction.

Regulatory Approvals Required for the Transaction

Consummation of the transaction is contingent upon the receipt of approvals from Anatel, Brazil’s telecommunications agency. The parties must also notify CADE, Brazil’s antitrust and competition authority. Issuance of a final ruling by CADE is not a condition to closing the transaction. Globalstar also intends to make all required filings

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under the Securities Act and the Exchange Act relating to the transaction. No Hart-Scott-Rodino filings or approvals are required to consummate the transaction.

Accounting Treatment of the Transaction

Globalstar will account for the transaction under the purchase method of accounting in accordance with United States generally accepted accounting principles.

Resale of Globalstar Common Stock

Globalstar common stock issued in the transaction will be freely transferable under the Securities Act, except for shares sold by a person which is deemed to be:

Affiliates will include persons (generally executive officers, directors and owners of 10% or more of the outstanding equity) who control, are controlled by, or are under common control with, Globalstar at or after the effective date of the transaction and LDG immediately prior to the transaction.

Generally, during the year following the effective date of the transaction, those persons who are affiliates of LDG immediately prior to the transaction, provided they are not affiliates of Globalstar at or following the effective date of the transaction, may publicly resell any of the Globalstar common stock received by them in the transaction, subject to certain limitations and requirements. These include the amount of Globalstar common stock that may be sold by them in any three-month period, the manner of sale and the adequacy of current public information about Globalstar.

After the one-year period, such affiliates may resell their shares without such restrictions, so long as there is adequate current public information with respect to Globalstar as required by Rule 144.

Persons who are affiliates of Globalstar after the effective date of the transaction may publicly resell the Globalstar common stock received by them in the transaction subject to the same limitations and requirements as apply to LDG affiliates in the first year and subject to certain filing requirements specified in Rule 144.

The ability of affiliates to resell the Globalstar common stock received in the transaction under Rule 144 or Rule 145, as summarized herein, generally will be subject to Globalstar’s compliance with its public reporting requirements under the Exchange Act for specified periods prior to the time of sale.

Affiliates also would be permitted to resell Globalstar common stock received in the transaction pursuant to an effective registration statement under the Securities Act or another available exemption from the Securities Act registration requirements. However, Globalstar has no obligation to file a registration statement for this purpose and has no current intention to do so.

This prospectus does not cover any resales of Globalstar common stock received by persons who may be deemed to be affiliates of Globalstar or LDG.

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RELATIONSHIPS WITH LDG AND LORAL SPACE

On March 14, 2003, Loral Space, the Creditors’ Committee of Old Globalstar and Old Globalstar signed a term sheet outlining the terms and conditions of a comprehensive settlement of certain contested matters and a release of the claims against Loral Space (the “Loral Settlement”) which was approved by the Bankruptcy Court.  Pursuant to the definitive settlement agreement, as of the closing, among other things, certain financial obligations of Loral-affiliated service providers due to Old Globalstar were settled through deduction in debt obligations owed by Globalstar Canada Co. to Loral Space and of other financial obligations between Old Globalstar and Loral Space were restructured.  As a result of the Loral Settlement, Globalstar had a restructured note payable to Loral Space in the amount of approximately $4.0 million with interest at 6% per annum due in equal quarterly installments of $364,000 plus interest from June 2005 through March 2008.

On July 31, 2005, the note payable and accrued interest to Loral Space totaled approximately $4.0 million.  Pursuant to an agreement reached with Loral Space effective July 31, 2005, this amount was released in exchange for:

·      the offset of an $818,000 receivable due to Globalstar;

·      cash of $500,000 paid by Globalstar;

·      the issuance of three credit memos of $300,000, $500,000 and $1,809,000 by Globalstar to Loral Space to be used for future purchases of equipment and air time payments; and

·      the forgiveness of $100,000 by Loral Space (recorded as other income).

As of December 31, 2005 and 2006, Loral Space had unused credit memos totaling $1,606,000 and $24,000, respectively.  The unused credit memos are classified as deferred revenue on Globalstar’s consolidated balance sheet.  Interest expense on the note payable to Loral Space for the years ended December 31, 2004, 2005 and 2006 was $237,000, $176,000 and $0, respectively.

On May 1, 2004, Globalstar and GdB, a subsidiary of LDG, entered into a Satellite Capacity Leasing Agreement providing for the allocation of satellite capacity on the Globalstar network to the gateways in Brazil and related obligations.  Pursuant to the Loral Settlement, GdB receives satellite capacity under this agreement on terms, including price, payment and quality of service, no less favorable than Globalstar offers to any other independent gateway operator for similar types and quantities of satellite services.  This agreement was assigned to LDG on July 31, 2005.

Globalstar has a company-sponsored retirement plan covering certain current and past U.S.-based employees.  Until June 1, 2004, substantially all of Old Globalstar’s and Globalstar’s employees and retirees who participated and/or met the vesting criteria for the plan were participants in the Retirement Plan of Space Systems/Loral, Inc. (the ‘‘Loral Plan’’), a defined benefit pension plan.  The accrual of benefits in the Old Globalstar segment of the Loral Plan was curtailed, or frozen, by the administrator of the Loral Plan as of October 23, 2003.  Prior to October 23, 2003, benefits for the Loral Plan were generally based upon compensation, length of service with the company and age of the participant.  On June 1, 2004, the assets and frozen pension obligations of the segment attributable to Globalstar’s employees were transferred into a new Globalstar Retirement Plan (the ‘‘Globalstar Plan’’).  The Globalstar Plan remains frozen and participants are not currently accruing benefits beyond those accrued as of October 23, 2003.  Globalstar’s funding policy is to fund the Globalstar Plan in accordance with the Internal Revenue Code and regulations.

On June 1, 2004, Globalstar entered into a master services agreement with Space Systems/Loral, Inc., a subsidiary of Loral Space providing for various services related to preparing its eight spare satellites for launch.  Globalstar launched these satellites in 2007.  At September 30, 2007, Globalstar had authorized Space Systems/Loral, Inc. to spend up to approximately $30.1 million related to this agreement and related task orders, and approximately $25.4 million of those charges had been incurred.  The agreement renews annually for up to 10 years unless terminated earlier.  Globalstar may terminate the agreement upon 30-days notice and any task order upon 10-days notice.  Upon termination, Globalstar must pay for any costs related to services performed through termination and the 10-day transition period thereafter.  Those costs may not exceed the amount previously authorized.  Globalstar or Space Systems/Loral may terminate the agreement upon any uncured material breach of the terms of the agreement or any task order.

On May 26, 2005, Loral Space filed a motion for an order in its Delaware bankruptcy case under Rule 2004 seeking to compel Globalstar and certain affiliates and individuals to produce documents and appear for oral examination.  The matter involved Globalstar’s management of Government Services, L.L.C. (“GSLLC”), in which Loral Space held a 25% minority interest, and alleged breach of fiduciary duty by the directors of GSLLC.  On October 17, 2006, Globalstar and Loral Space agreed to settle this litigation.  Globalstar agreed to pay $0.5 million in cash to Loral Space to settle the

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litigation and to acquire from Loral Space its 25% interest in GSLLC.  The Delaware court approved the settlement on November 22, 2006, and payment was made on December 4, 2006. Globalstar subsequently dissolved GSLLC.

INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION

Indemnification of Former Partners of LDG

                The Second Amended and Restated Partnership Agreement of LDG provides for indemnification of any general or limited partner unless it is determined that a partner’s conduct constituted actual fraud, gross negligence or willful or wanton misconduct.  This indemnification will survive the transaction.  In addition, the directors and officers liability insurance policy of Loral Space covers directors and officers of its subsidiaries, including LDG.

Ownership of LDG Partnership Interests by Partners of LDG

                Loral Holdings LLC owns a 73.34% general partnership interest and Global DASA LLC owns a 26.66% limited partnership interest in LDG.

THE PURCHASE AGREEMENT

The following is a summary of the material provisions of the purchase agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the purchase agreement included as Annex A to this prospectus.

General Terms

On December 21, 2007, Globalstar, GSSI, LDG, GdB, Loral/DASA do Brasil Holdings Ltda. (“LdBH”), Loral Holdings LLC, Global DASA LLC (“Global DASA”), LGP (Bermuda) Ltd. (“LGP Bermuda”), MBBras and Loral Space entered into a partnership interest purchase agreement (the “purchase agreement”).  Under the purchase agreement, Loral Holdings and Global DASA agreed to sell and transfer all of the outstanding partnership interests of LDG to GSSI, a wholly-owned subsidiary of Globalstar.  In addition, LGP and MBBras agreed to assign and transfer quotas in LdBH to GSSI.  The purchase will close not later than the tenth business day following the date all conditions precedent have been satisfied, or at such other date mutually agreed by the parties.

Treatment of LDG Partnership Interests

On the closing date, the sellers will transfer the partnership interests and quotas to GSSI, and Globalstar will issue its shares of common stock, in the amount described below, to Loral Space.  By agreement of the LDG partners, Globalstar will pay all of the consideration directly to Loral Space, in consideration of the outstanding indebtedness owed by LDG and its subsidiaries to Loral Space and in consideration of Loral Space’s agreement to indemnify Globalstar for various matters under the purchase agreement.

Determination of Aggregate Share Consideration

Globalstar will issue to Loral Space a number of shares of Globalstar common stock determined by dividing $6.5 million, minus any outstanding service fees owed by LDG to Globalstar, by the average of the closing price per share of Globalstar common stock as reported by the Nasdaq Stock Market for the 10 trading-day period ending on the trading day immediately preceding the third trading day prior to the closing of the transaction.

The Globalstar common stock issued pursuant to the transaction will be deemed issued and outstanding on the closing date of the transaction.

Fractional Shares

Globalstar will not issue any fractional shares of Globalstar common stock in the transaction.  Any fractional shares that would otherwise be issuable in the transaction to Loral Space will be rounded up to the nearest whole number.

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Representations and Warranties

The purchase agreement contains representations and warranties by Loral Holdings (in its capacity of general partner of LDG), GdB and LdBH, and by LGP (Bermuda) and Loral Space, and by Global DASA and by MBBras, respectively, relating to, among other things:

The purchase agreement also contains representations and warranties by LGP (Bermuda) and Loral Space, by Global DASA and by MBBras, respectively, relating to, among other things:

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The purchase agreement contains representations and warranties by Globalstar and GSSI relating to, among other things:

Covenants

The purchase agreement contains covenants of each of Loral Space, Loral Holdings, LDG, GdB and LdBH, among other things (and with certain specified exceptions):

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The purchase agreement contains covenants of each of Globalstar and GSSI, among other things:

Conditions to Closing

The parties’ obligations to consummate the transaction are subject to the following conditions precedent:

In addition, the obligations of the sellers to consummate the transaction are subject to the following conditions precedent:

In addition, Globalstar’s obligations to consummate the transaction are subject to the following conditions precedent:

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Indemnification

The purchase agreement provides the following indemnification provisions, subject in some cases to applicable thresholds and caps:

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Termination

The purchase agreement may be terminated at any time prior to closing: