TerreStar Solutions Inc.

SPECTRUM LICENCE

Our File: 46208-1 (380917 AL)

April 1, 2014

Mr. Jan Skora
Vice-President, Regulatory Affairs
TerreStar Solutions Inc.
1035 Laurier Avenue W., 2nd floor
Outremont, Québec H2V 2L1

Dear Mr. Skora:

This letter constitutes a spectrum licence granting TerreStar Solutions Inc. (TerreStar Solutions) authority to use the following bands of radio frequencies to provide mobile satellite services to TerreStar Solutions’ subscriber earth stations in Canada via the TerreStar-1 satellite.

Frequency Bands
Uplink Downlink
2000 - 2010 MHz 2190 - 2200 MHz

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

Yours sincerely,

Suzanne Lambert
Director, Space Services Operations

Attachment


TerreStar Solutions Inc.
Conditions of Licence to Provide Mobile Satellite Services in Canada via the TerreStar-1 Satellite

1. Eligibility

TerreStar Solutions Inc. (TerreStar Solutions) must conform with 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 and, also includes any change which would have a material effect on the ownership or control in fact of TerreStar Solutions.

3. Laws, Regulations, and Other Obligations

  1. TerreStar Solutions is subject to and must comply with the ITURadio Regulations, the Canadian Radiocommunication Act and the 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.

4. Service to all Regions of Canada

TerreStar Solutions 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 TerreStar-1 satellite.

5. Research and Development

TerreStar Solutions 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.

TerreStar Solutions 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. Lawful Interception

  1. TerreStar Solutions must provide and maintain lawful interception capabilities as authorized by law. The requirements for lawful interception capabilities are provided in the Solicitor General publication entitled Enforcement Standards for Lawful Interception of Telecommunications. These standards may be periodically amended following consultation with the Minister of Public Safety Canada and the licensees.
  2. TerreStar Solutions may request the Minister to forbear from enforcing certain assistance capability requirements for a limited period. The Minister, following consultation with the Minister of Public Safety Canada, may exercise his power to forbear from enforcing a requirement or requirements where in the opinion of the Minister, the requirement(s) is (are) not reasonably achievable. Forbearance requests must include specific details and dates when compliance to requirement(s) can be expected.

7. 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, TerreStar Solutions must provide its subscribers with a copy of this condition.
  2. Subscriber earth stations must meet all applicable Canadian radio equipment standards and be certified for use in Canada.
  3. 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.

8. Annual Reports

TerreStar Solutions 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 TerreStar Solutions. Industry Canada may request an audited statement of research and development expenditures with an accompanying auditor’s report at its discretion; and,
  6. if TerreStar Solutions is claiming an exemption based on, having less than $1 billion in annual gross operating revenues as defined in condition 5, TerreStar Solutions must provide supporting financial statements duly authorized by an officer of TerreStar Solutions.

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

9. Licence Fees

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

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