Shaw Satellite Services Inc.

SPECTRUM LICENCE

Our File: 46208-1 (383437 AL)

April 1, 2014

Ms. Cynthia Rathwell
Vice President, Regulatory Affairs
Shaw Satellite Services Inc.
40 Elgin St., Suite 1400
Ottawa, Ontario K1P 5K6

Dear Ms. Rathwell:

This letter constitutes a spectrum licence granting Shaw Satellite Services Inc. (Shaw) authority to use the following bands of radio frequencies to provide its Shaw Tracking mobile satellite services to Shaw’s subscriber earth stations in Canada via the Anik F2 and Telstar 5 satellites.

This is an annual licence, subject to the conditions listed in the attachment. This licence expires on March 31, 2015.

Yours sincerely,

Suzanne Lambert
Director, Space Services Operations

Attachment

Shaw Satellite Services Inc.
Conditions of Licence to Provide Mobile Satellite Services in Canada via the Anik F2 and Telstar 5 satellites

1. Eligibility

Shaw Satellite Services Inc. (Shaw) must conform with the eligibility criteria as set out for a radiocommunication service provider in section 9 (1) of the Radiocommunication Regulations.

2. Licence Transferability

This spectrum licence may not be transferred or assigned without a full review of the application by the Department and authorization of the Minister. For clarification, and without limiting the generality of the foregoing, "transfer" includes any leasing, sub-leasing or other disposition of the rights and obligations of the licences.

3. Laws, Regulations and other Obligations

1. Shaw is subject to and must comply with the ITU Radio Regulations, the Canadian Radiocommunication Act, Radiocommunication Regulations, and Canada’s spectrum policies pertaining to its authorized radio frequency bands and satellite orbital positions.
2. The operation of the facilities and services being provided must be in conformity with relevant Canadian laws and regulations.
3. Shaw must have in place a valid arrangement with the operator of the satellite network, or its representative, to use the satellite capacity for the provision of mobile satellite service in Canada.

4. Service to all Regions of Canada

Shaw must make fair and reasonable efforts to provide mobile satellite services to all regions of Canada within the coverage contour and service availability of the Anik F2 and Telstar 5 satellites.

5. Research and Development

Shaw must invest, as a minimum, 2 percent of its adjusted gross revenues resulting from the use of this licence, averaged over the term of the licence, in eligible research and development activities related to telecommunications. Eligible research and development activities are those which meet the definition of scientific research and experimental development adopted in the Income Tax Act, as amended from time to time. Adjusted gross revenues are defined as total service revenues, less inter-carrier payments, bad debts, third party commissions, and provincial goods and services taxes collected.

Shaw is exempt from research and development expenditure requirements if it, together with all affiliated licensees that are subject to the research and development condition of licence, has less than $1 billion in annual gross operating revenues from the provision of wireless services in Canada, averaged over the term of the licence. For this condition of licence, an affiliate is defined as a person who controls the carrier, or who is controlled by the carrier or by any person who controls the carrier, as per subsection 35(3) of the Telecommunications Act.

6. Subscriber Earth Stations

1. Subscriber earth stations are authorized to operate in Canada only. Any roaming into other countries must respect the licensing regimes of those countries. To ensure compliance, Shaw must provide its subscribers with a copy of this condition.
2. Subscriber earth stations must comply with Health Canada’s Limits of Human Exposure to Radiofrequency Electromagnetic Fields in the Frequency Range from 3 kHz to 300 GHz — Safety Code 6.

7. Operational Frequency Requirements

The operation of Shaw’s subscriber earth stations is permitted on a no protection, no interference basis with respect to stations authorized to operate using the same frequency bands in the fixed satellite service.

8. Annual Reports

Shaw must submit an annual report for each year of operation, including:

1. a statement indicating continued compliance with all licence conditions;
2. an update on the provision of mobile satellite service, including the relative growth of the services provided; and
3. an update on the spectrum used, and the number of fixed and mobile subscriber earth stations operating within Canada;
4. a statement indicating the annual gross operating revenues from the provision of wireless services in Canada and the annual adjusted gross revenues resulting from the use of this licence, as defined in condition 5;
5. when applicable, a report and the description of research and development expenditures as set out in condition 5, signed by a duly authorized officer of Shaw. Industry Canada may request an audited statement of research and development expenditures with an accompanying auditor’s report at its discretion; and,
6. if Shaw is claiming an exemption based on having less than $1 billion in annual gross operating revenues, as defined in condition 5, Shaw must provide supporting financial statements duly authorized by an officer of Shaw.

All reports and statements must be submitted in electronic format by March 31^st of each year to the Manager, Satellite Authorization Policy, Engineering, Planning and Standards Branch at ic.satelliteauthorization-autorisationsatellite.ic@canada.ca. Confidential information provided will be treated in accordance with subsection 20(1) of the Access to Information Act.

9. Licence Fees

Shaw must pay the applicable annual authorization fees on or before March 31^st of each year.