0001193125-05-137051 Sample Contracts

STANDARD PRODUCTION, MARKETING AND LICENSE AGREEMENT FOR CHINA WORLDSPACE PC CARD AND CHINA WORLDSPACE RECEIVER
Cooperation Agreement • July 5th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

This Cooperation Agreement (hereinafter referred to as this “Agreement”) is entered into as of this 12th day of December 2001 by and between:

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ROYALTY AGREEMENT among STONEHOUSE CAPITAL LTD. WORLDSPACE, INC. WORLDSPACE INTERNATIONAL NETWORK INC. AND WORLDSPACE SATELLITE COMPANY LTD. Dated as of September 30, 2003
Royalty Agreement • July 5th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

THIS ROYALTY AGREEMENT (this “Agreement”) dated as of September 30, 2003 (the “Execution Date”), is by and between (1) Stonehouse Capital Ltd., a Cayman Islands corporation (“Stonehouse”), and (2) WorldSpace, Inc., a Maryland corporation (“WSI”), WorldSpace International Network Inc., a company organized under the International Business Companies Act of the British Virgin Islands (“WIN”), WorldSpace Satellite Company Ltd., a company organized under the International Business Companies Act of the British Virgin Islands (“WSC”). WSI, WIN and WSC are collectively referred to as the “WorldSpace Parties.”

SECURITIES PURCHASE AGREEMENT
Royalty Agreement • July 5th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of December 29, 2004 by and among WORLDSPACE, INC., a corporation organized under the laws of the State of Delaware (“WSI-Delaware”), WORLDSPACE, INC., a corporation organized under the laws of the State of Maryland (“WSI-Maryland”), WORLDSPACE INTERNATIONAL NETWORK INC., a corporation organized under the International Business Companies Act of the British Virgin Islands (“WIN”) and YENURA PTE. LTD., a private company limited by shares organized under the laws of the Republic of Singapore (“Yenura”). WSI-Delaware, WSI-Maryland, WIN and Yenura are referred to collectively herein as the “Parties”.

SUPPLY AGREEMENT
Supply Agreement • July 5th, 2005 • WorldSpace, Inc • Radio broadcasting stations

BPL LIMITED, a Company incorporated under the Companies Act, 1956 having its Registered Office at, BPL Works, Palakkad-678007, Kerala and marketing office at 13, Kasturba Road, Bangalore 560001 (hereinafter referred to as ‘BPL’ which expression shall unless repugnant to the context or meaning thereof include its successors and assigns)

LOAN RESTRUCTURING AGREEMENT among STONEHOUSE CAPITAL LTD. WORLDSPACE, INC. WORLDSPACE INTERNATIONAL NETWORK INC. and WORLDSPACE SATELLITE COMPANY LTD. Dated as of September 30, 2003
Loan Restructuring Agreement • July 5th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

STRATEGIC COOPERATION AGREEMENT BETWEEN ANALOG DEVICES, INC. AND WORLDSPACE, INC. FOR THE DEVELOPMENT AND MARKETING OF WORLDSPACE-READY ANALOG DSP PLATFORMS
Strategic Cooperation Agreement • July 5th, 2005 • WorldSpace, Inc • Radio broadcasting stations

This Strategic Cooperation Agreement (“Agreement”) is made this 5th day of November 2003 (the “Effective Date”), by and between Analog Devices, Inc., (“Analog”), a Delaware corporation with its principal offices at One Technology Way, Norwood, Massachusetts 02062-9106, and WorldSpace, Inc. (“WorldSpace”), a Maryland corporation with its principal offices at 2400 N Street, NW, Washington, D.C., 20037, referred to collectively below as the Parties.

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