**Exhibit 10.3**

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**CONVERSION AGREEMENT**

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This Conversion Agreement (“**Agreement**”) is entered into as of June 19,2009 between **THERMO FUNDING COMPANY LLC**,a Colorado limited liability company (“**Thermo**”),and **GLOBALSTAR, INC.**, a Delawarecorporation (the “**Company**”).

 

**WHEREAS**, the Companyand Thermo have determined that it is in their mutual best interests for Thermoto convert all of the debt of the Company owed to Thermo under the SecondAmended and Restated Credit Agreement dated as of December 17, 2007, asamended (the “**Thermo Debt**”) into Series AConvertible Preferred Stock (“**Preferred Stock**”).

 

**WHEREAS**, upon therecommendation of the Thermo Transactions Special Committee, the Board ofDirectors has approved conversion of the Thermo Debt, on the terms set forth inthis Agreement.

 

**NOW,THEREFORE**, in consideration of the premises and of the mutualcovenants and agreements hereinafter set forth and for other good and valuableconsideration, the receipt and legal sufficiency of which are herebyacknowledged, the parties do hereby agree as follows:

 

# **1.****                                      ****Sale of Stock in Exchange for Reduction of Debt**.  Subject to the terms and conditions of thisAgreement, Thermo agrees to exchange the Thermo Debt (the “**Transaction**”) for one share of Series AConvertible Preferred Stock (the “**Share**”)convertible into common equity as provided in the Certificate of Designation tobe filed with the Secretary of State of Delaware.

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# **2.****                                      ****Consideration**.  Asconsideration for the Transaction and the agreements set forth herein, thefollowing shall occur at the Closing (as defined below):

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## (a)                                  Thermo shall creditto the Company by reduction in outstanding principal and interest under theThermo revolving and term credit facility, the sum of $180,176,520.30 in U.S.Dollars (the “**Exchange Price**”); and

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## (b)                                 The Company shalldeliver to Thermo a stock certificate for the Share.

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## **3.****                                      ****Closing**.  The closingof the Transaction (the “**Closing**”)contemplated by this Agreement shall take place at 9:00 a.m. EasternDaylight Time on June 19, 2009 at the offices of the Company in Milpitas,California, or such other date, time and place as the parties may agree.

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# **4.****                                      ****Maximum Shares; Stockholder Approval.**  Thermo acknowledges that its conversionrights for the Preferred Stock limits the amount of voting stock it may hold.  Upon written notice to the Company, theCompany will use its reasonable efforts to obtain Board of Director andstockholder approval to issue a nonvoting class of common stock with the samerights as the existing class of common 

 

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# stock on the date hereof, except with regardto voting rights that would have an adverse effect on the Company.  The Company also undertakes to use itsreasonable efforts to obtain stockholder approval of the Transaction asrequired by Nasdaq Listing Rules.

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# **5.****                                      ****Representations and Warranties of the Company**.  The Company represents and warrants to Thermo,with respect to the Transaction as of the Closing Date, as follows:

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## (a)*                                 **Organizationand Authority*.  The Companyhas all requisite power and authority to enter into this Agreement and toconsummate the Transaction.  The Companyis duly organized and validly existing under the laws of the State of Delaware.  The execution and delivery by the Company ofthis Agreement and the consummation by the Company of the Transaction has beenduly authorized.  This Agreement, whenduly executed and delivered by the Company will constitute a legal, valid, andbinding obligation of the Company, enforceable against it in accordance withits terms, except as the enforcement thereof may be limited by bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium, or similar lawsaffecting the enforcement of creditors’ rights generally and general equitableprinciples whether in a proceeding in equity or at law.

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## (b)                                *Noncontravention.*  The execution and delivery of this Agreement,the consummation of the Transaction and the fulfillment of and compliance withthe terms and conditions hereof do not and will not with the passing of time orgiving of notice (i) result in a violation of the organizational documentsof the Company, (ii) violate any law, rule, regulation, provision of anyjudicial or administrative order, award, judgment or decree applicable to theCompany or the Share, or (iii) conflict with, result in a breach of orright to cancel or constitute a default under any agreement or instrument towhich the Company is a party, by which the Company is bound or to which theCompany or the Share are subject.

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## (c)                                 *Title. *Upon delivery of thecertificate or certificates representing the Share, Thermo will obtain good, validand transferable title to the Share free and clear of all liens, claims andencumbrances whatsoever.

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## (d)                                *Share.*  The Company is issuing the Share pursuant anexemption from registration under Section 4(2) of the Securities Actof 1933 (the “**Securities Act**”).

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## (e)                                 *Broker. *No officer, director,employee or third party shall be entitled to receive any brokerage commissionsor similar compensation in connection with the Transaction contemplated by thisAgreement based on any arrangement or agreement made by or on behalf of theCompany.

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## (f)                                    *Acknowledgement*.  The Company acknowledges that Thermo has notmade any representations or warranties to it except to the extent of therepresentations and warranties of Thermo in this Agreement.

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# **6.****                                     ****Representations and Warranties of Thermo**.  Thermo hereby represents and warrants to theCompany as follows:

 

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## (a)                                  *Organizationand Authority*.  Thermo hasall requisite power and authority to enter into this Agreement and toconsummate the Transactions contemplated hereby.  Thermo is duly organized or formed andvalidly existing as a limited liability company, and in good standing under thelaws of the State of Colorado.  Theexecution and delivery by Thermo of this Agreement and the consummation byThermo of the Transaction have been duly authorized.  This Agreement, when duly executed anddelivered by Thermo will constitute a legal, valid and binding obligation ofThermo, enforceable against Thermo in accordance with its terms, except as theenforcement thereof may be limited by bankruptcy, insolvency, fraudulentconveyance, reorganization, moratorium or similar laws affecting theenforcement of creditors’ rights generally and general equitable principleswhether in a proceeding in equity or at law.

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## (b)*                                **Noncontravention.*  The execution and delivery of this Agreement,the consummation of the Transaction and the fulfillment of and compliance withthe terms and conditions hereof do not and will not with the passing of time orgiving of notice (i) result in a violation of the organizational documentsof Thermo, (ii) violate any law, rule, regulation, provision of anyjudicial or administrative order, award, judgment or decree applicable to Thermo,or (ii) conflict with, result in a breach of or right to cancel orconstitute a default under any agreement or instrument to which Thermo is aparty, by which Thermo is bound or to which Thermo is subject.

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## (c)*                                     **SecuritiesAct*.  Thermo is acquiring the Sharefor its own account for investment only and not with a present view towards thepublic sale or distribution thereof, except pursuant to sales registered orexempted under the Securities Act.

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## (d)                                    *Thermo’sQualifications*.  Thermo isan “accredited investor” as such term is defined in Regulation D under theSecurities Act.

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## (e)                                  *Transferor Resale*.  Thermounderstands that the Share has not been and is not being registered under theSecurities Act or any state securities laws and may not be offered for sale,sold, assigned or transferred without registration under the Securities Act oran exemption therefrom, and that the grounds for exemption of the Transactionis Section 4(2) of the Securities Act.  Thermo understands that a legend restrictingtransfer except in compliance with the Securities Act will be reflected on thecertificate or records representing the Share.

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## (f)                                    *Broker. *No officer, director,employee or third party shall be entitled to receive any brokerage commissionsor similar compensation in connection with the Transaction contemplated by thisAgreement based on any arrangement or agreement made by or on behalf of Thermo.

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## (g)                                 *Acknowledgement*.  Thermo acknowledges that the Company has notmade any representations or warranties to it except to the extent of therepresentations and warranties of the Company in this Agreement.

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# **7.****                                      ****Condition Subsequent.**  If the initial funding to the Company underthe COFACE Facility Agreement dated as of June 5, 2009 does not occur by [June 30],2009, the parties agree that the Transaction shall be deemed void and statusquo ente 

 

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# to immediately prior to the Transaction.  The Company shall take all actions to affectthis Section 7 and pay all costs and fees related to this condition.

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# **8.****                                      ****Reporting***. *Each party isresponsible for making and shall make its own required reports with theSecurities and Exchange Commission and NASDAQ regarding the Transaction.

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# **9.****                                      ****Survival**.  Therepresentations and warranties of Thermo and the Company contained in Sections 5and 6 and the covenant in Section 7 shall survive this Agreement.

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# **10.****                               ****Successors and Assigns**.  No party may assign this Agreement or anyrights or obligations hereunder without the prior written consent of the otherparty.  Subject to the preceding, thisAgreement shall be binding upon, inure to the benefit of and be enforceable bythe parties hereto and their respective successors and assigns.

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# **11.****                               ****Severability**.  If anyprovision of this Agreement is prohibited by law or otherwise determined to beinvalid or unenforceable by a court of competent jurisdiction, the provisionthat would otherwise be prohibited, invalid or unenforceable shall be deemedamended to apply to the broadest extent that it would be valid and enforceable,and the invalidity or unenforceability of such provision shall not affect thevalidity of the remaining provisions of this Agreement so long as thisAgreement as so modified continues to express, without material change, theoriginal intentions of the parties as to the subject matter hereof and theprohibited nature, invalidity or unenforceability of the provision(s) inquestion does not substantially impair the respective expectations orreciprocal obligations of the parties or the practical realization of thebenefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faithnegotiations to replace the prohibited, invalid or unenforceable provision(s) witha valid provision(s), the effect of which comes as close as possible to that ofthe prohibited, invalid or unenforceable provision(s).

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# **12.****                               ****Entire Agreement; Amendments**.  This Agreement super-sedes all other priororal or written agreements between Thermo, the Company, and their respectiveaffiliates and persons acting on their behalf with respect to the mattersdiscussed herein, and this Agreement contains the entire understanding of theparties with respect to the matters covered herein and, except as specificallyset forth herein, neither Thermo nor the Company makes any representation,warranty, covenant or undertaking with respect to such matters.  No provision of this Agreement may be amended,waived, terminated or otherwise modified other than by an instrument in writingsigned by Thermo and the Company.  Anyamendment to this Agreement made in conformity with the provisions of this Section 11shall be binding on all parties.  Noprovision hereof may be waived other than by an instrument in writing signed bythe party against whom enforcement is sought.

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# **13.****                               ****Binding Effect**.  ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand the respective successors, legal representatives and assigns of each.

 

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# **14.****                               ****Counterparts**.  ThisAgreement may be executed in counterparts, each of which shall be deemed anoriginal, but all of which together shall be deemed one and the sameinstrument.

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# **15.****                               ****Applicable Law.**  ThisAgreement shall be governed by the laws of the State of Delaware, withoutregard to the choice of law rules thereof.

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***Signatures are on thefollowing page.***

 

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**IN WITNESS WHEREOF**, thisAgreement has been duly executed by each of the parties hereto as of the datefirst above written.

 
| ** ** | **THERMO  FUNDING COMPANY LLC**      |
|------------|--------------------------------------|
| ** ** | ** **                           | ** ** |
|       |                                 |   |
|       | By:                                  | /s/  James Monroe III |
|       | Printed  Name: James Monroe III      |
|       | Title:  Manager                      |
|       |                                 |   |
| ** ** | ** **                           | ** ** |
| ** ** | **GLOBALSTAR,  INC.**                |
| ** ** | ** **                           | ** ** |
|       |                                 |   |
|       | By:                                  | /s/  Fuad Ahmad |
|       | Printed Name: Fuad  Ahmad            |
|       | Title: Senior Vice President and CFO |

 

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