Wireless Matrix Corporation

SPECTRUM LICENCE

300 Slater Street
Ottawa, Ontario
K1A 0C8

Our File: 46208-1 (278495 CP)

April 1, 2012

Mr. J. Richard Carlson
President and Chief Executive Officer
Wireless Matrix Corporation
Unit 1A-3751 North Fraser Way
Burnaby, BC  V5J 5G4

Dear Mr. Carlson:

This letter constitutes a spectrum licence granting Wireless Matrix Corporation (Matrix) authority to use the following bands of radio frequencies to provide mobile satellite services to Matrix’s subscriber earth stations in Canada via the MSAT-2 satellite.

Frequency Bands
Uplink Downlink
1626.5 - 1660.5 MHz 1525 - 1559 MHz

This is an annual licence, subject to the conditions listed in the attachment. This licence expires on March 31, 2013.

Yours sincerely,

Suzanne Lambert
Interim Director, Space Services

Attachment


Wireless Matrix Corporation
Conditions of Licence to Provide Mobile Satellite Services in Canada via the MSAT-2 Satellite

1. Eligibility

Wireless Matrix Corporation (Matrix) shall conform with the eligibility criteria as set out for a radiocommunication service provider in section 10.1 (3)(b) 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, "ransfer" includes any leasing, sub-leasing or other disposition of the rights and obligations of the licences.

3. Laws, Regulations, and Other Obligations

  • a) Matrix is subject to and shall 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 position.
  • b) The operation of the facilities and services being provided shall be in conformity with relevant Canadian laws and regulations.
  • c) Matrix shall 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

Matrix shall make fair and reasonable efforts to provide mobile satellite service to all regions of Canada within the coverage contour and service availability of the MSAT-2 satellite.

5. Research and Development

Matrix shall invest a minimum of 2 percent of its adjusted gross revenues resulting from the provision of mobile satellite services via the MSAT-2 satellite on satellite-related research and development activities. This investment may be averaged over 5 year periods, with the second averaging period beginning April 1, 2010.

Eligible research and development is that which meets the definition adopted by the Canada Revenue Agency. Adjusted gross revenues are defined as total service revenues less intercarrier payments, bad debts, third party commissions and provincial and goods and services taxes collected.

Licensees with less than $5 million in annual gross operating revenues are exempt from research and development expenditure requirements, except where they have affiliations with licensees that hold other licences with the research and development condition of licence and where the total annual gross revenues of the affiliated licensees are greater than $5 million.

6. Subscriber Earth Stations

  • a) Subscriber earth stations are authorized to operate in Canada only. Any roaming into other countries shall respect the licensing regimes of those countries. To ensure compliance, Matrix shall provide its subscribers with a copy of this condition.
  • b) Subscriber earth stations shall meet all applicable Canadian radio equipment standards and be type-approved for use in Canada.
  • c) The operation of subscriber earth stations shall not cause harmful interference to the radio astronomy service operating in the same or adjacent frequency bands.
  • d) Subscriber earth stations shall 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

  • a) Service link operations shall be restricted to those band segments allotted to the American operator by means of:
    • - the 1999 Operating Agreement for Geostationary Mobile-Satellite Systems Operating in the Bands 1525-1544/1545-1559 and 1626.5-1645.5/1646.5-1660.5 MHz, originally established at Mexico City, Mexico, in June 1996, or any subsequent amendments to this operating agreement, and
    • - the 2008 Understanding between the Department of Industry (Canada), the Federal Communications Commission (USA) and the Office of Communications (UK) for the Coordination of Satellite Networks Operating in the L Frequency Band.
  • b) More specifically, Matrix operations in Canada shall be limited to the frequencies specified in the letter of intent dated February 18, 2000.
  • c) In accordance with No. 5.357A of the ITU Radio Regulations, in the bands 1545-1555 MHz and 1646.5-1656.5 MHz, stations of mobile satellite systems shall give priority to accommodating the spectrum requirements of the aeronautical mobile-satellite (R) service providing transmission of messages with priorities 1 to 6 as described in Article 44. Should Matrix request spectrum from this band, Matrix shall demonstrate the capability of subscriber radio equipment, by pre-emption if necessary, to afford such priority to these AMS(R)S messages.
  • d) In accordance with No. 5.353A of the ITU Radio Regulations, in the bands 1530-1544 MHz and 1626.5-1645.5 MHz, maritime mobile-satellite distress, urgency and safety communications shall have priority access and immediate availability over all other mobile-satellite communications. Communications with stations not participating in the global maritime and distress and safety system (GMDSS) shall not cause unacceptable interference to, or claim protection from, distress, urgency and safety communications of the GMDSS.

8. Annual Reports

Matrix shall submit an annual report for each year of operation indicating continued compliance with these conditions, including:

  • - an update on the status of the mobile satellite service, including the relative growth of the services provided, and the numbers of fixed and mobile subscriber stations operating within Canada;
  • - a statement of gross operating revenues and, where applicable, under condition 5 above a statement of adjusted gross revenues, and an audited statement of research and development expenditures;
  • - further to condition 7(a) and (b) above, an update on the amount of spectrum allotted to provide services in Canada;
  • - a copy of any existing corporate annual report for your fiscal year with respect to this authorization.

These reports are to be submitted in writing within 120 days of your fiscal year end to the Manager, Satellite Authorization Policy, Space Services, Engineering, Planning and Standards Branch.

9. Licence Fees

Matrix shall pay the applicable annual authorization fees on or before March 31 of each year.

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