0001193125-05-144184 Sample Contracts

Contract
Registration Rights Agreement • July 19th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated July 18, 2005 by and among WorldSpace, Inc., a Delaware corporation (the “Company”), and XM Satellite Radio Holdings Inc. (“XM” or the “Investor”).

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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 19th, 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.”

SATELLITE RADIO COOPERATION AGREEMENT
Satellite Radio Cooperation Agreement • July 19th, 2005 • WorldSpace, Inc • Radio broadcasting stations • New York

THIS SATELLITE RADIO COOPERATION AGREEMENT (this “Agreement”), is made as of the 18th day of July, 2005 by and between WorldSpace, Inc. (“WorldSpace”), having its principal offices at 2400 N Street, NW, Washington D.C., 20037, and XM Satellite Radio Holdings Inc. (“Holdings”), having its principal offices at 1500 Eckington Place NE, Washington, D.C. 20002, and XM Satellite Radio Inc. (“XM Opco” and together with Holdings, “XM”) also having its principal offices at 1500 Eckington Place NE, Washington, D.C. 20002. XM (and its affiliates) on the one hand and WorldSpace (and its affiliates) on the other hand are each a “Party” and collectively the “Parties”.

STOCKHOLDERS AGREEMENT
Stockholders Agreement • July 19th, 2005 • WorldSpace, Inc • Radio broadcasting stations • Delaware

THIS STOCKHOLDERS AGREEMENT is made as of the 18th day of July 2005 by and among WORLDSPACE, INC., a Delaware corporation with its principal place of business at 2400 N Street, N.W., Washington, D.C. 20037 (the “Company”), the Management Stockholders (as that term is hereinafter defined) and the XM Stockholder (as that term is hereinafter defined).

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