UK Licenses 5-8.pdf

LETTER submitted by O3b Limited

UKSA launch & ops licences for satellites 5-8

2013-08-30

This document pretains to SES-LIC-20100723-00952 for License on a Satellite Earth Station filing.

IBFS_SESLIC2010072300952_1009874

wew.o3bnetworks.com ©3b Networks Fiber Speed, Seteliihe Reach, 30 August 2013 BY ELECTRONIC FILING Marlene H. Dortch, Secretary Federal Communications Commission Office of the Secretary 445 12th Street, SW Washington, DC 20554 Re: O3b Limited Call Sign £100088 File No. SES—LIC—20100723—00952 Dear Ms. Dortch: The above—referenced license authorizes 03b Limited ("03b") to operate a gateway earth station in Haleiwa, Hawaii, that will communicate with O3b‘s U.K.—authorized space stations. A condition of the license requires 03b to file with the FCC, within five business days of action by the UK authorities, evidencethat launch and space operations have been authorized under the UK‘s Outer Space Act." in satisfaction of this condition, O3b is filing theattached Space Activity Licenses, dated 29 August 2013, that have been issued pursuant to the UK‘s Outer Space Act. 03b has redacted part of Section 6.2 of the licenses because they contain commercially sensitive information relating to O3b‘s insurance. Please direct any questions concerning this filing to the undersigned. Respectfully submitted, Joslyn Read Vice President Attachments ts Karl Kensinger, International Bureau ‘ Condition 90045, Radio Station Authorization for Call Sign E10088, at 4.

Outer Space Act 1986 SPACE ACTIVITY LICENCE THE SECRETARY OF STATE FOR BUSINESS, INNOVATION AND SKILLS and O3B Limited

Date: _ 3o AuvgusT 1013 Grant of Licence pursuant to sections 4 and 5 of the Outer Space Act 1986, by the Secretary of State for Business, Innovation and Skills, whose principal office is at 1 Victoria Street, London, SWI1H OET ("the Secretaryof State"), to O3b Limited, a company incorporated in the Bailiwick of Jersey under no. 103709, whose registered office is at 3rd Floor, Anley House, Anley Street, St. Helier, JE2 3QE ("the Licensee"). 1.1 In this Licence: L1.1 "Act? means the Outer Space Act 1986; 1.1.2— "Condition" means any term or provision whatsoever of this Licence; 1.1.3 "Effective Event" means the Launch; 1.1.4 "Insurance Polic * means the insurance policy taken out by or on behalf ofthe icensee to complywiththe obligations imposed bythis Licence: 1.1.5 "Launch" means the point in time when an electronic signal is sent to commandthe opening of any first stage propellant valves; 1.1.6 "Licensed Activities" means: a) procuring from A e a service comprising the launch (on a Soyuz launch vel hicle) and deployment into operational orbit of the Satellite and: b operation ofthe Satellite means the satellite kn s O3B MOO5 equire rds and 1.1.9 the Interpret to an Act of Parliament.

1 Conditions Precedent This Licence shall not come into effect unless: 1 2.1.1 the Licensee has notified the Secretary ofState ofthe proposed date and location of the Launch; 2.1.2 the Licensee has provided the Secretaryof State with full information at least 14 days before the Launch (or such lesser number of days before the Launchas the Secretaryof State mayagree) as to: 2.1.2.1 calculated payload fairing impact points: and 2.1.2.2 the basic orbital parameters, including nodal period. inclination, apogee and perigee of the Satellite; 2.1.3 the Secretary of State has given his prior written consent to any amendments to the Insurance Policy: 2.1.4— the Licensee has taken out valid and enforceable insurance against all liabilities that mayarise in respectof damage or loss suffered by third parties in the United Kingdom or elsewhere as a result of the Licensed Activities and. immediately before the Launch, no cireumstances exist entitling the insurer to repudiate or disclaim Hability: and 2.1.5 the Effective Event takes place before the first anniversary ofthe date ofthis Licence Licence w 3.4 In exercise ofthe powers conferred on him bythe Act, the Secretary ofState hereby GRANTS the Licensee a Licence to carry out the Licensed Activities in relation to the Satellite subject to the Conditions. a 1.1 The Licensce shall conduct the ce with best practicein the spa ited Kingdom and any other app ble law, including ed Kingdom und ional law, icular the Licensee prejudice in any way thenational security of the United Kingdom

4.2 The Licensee will take all reasonable steps necessary to ensure that the Licensed. Activities and positioning ofthe Satellite conform with the information provided pursuant to Condition 2 Records andInspection 5. The Licensee shall keep, at its registered office address (or at such other address within the United Kingdom as is notified to the Secretary of State), all records required by law, all proper technical records and all proper commercial records so far as relevant to the Licensed Activities, including such written records as are necessary to enable the Licensce‘s compliance with the Act and with the provisions of this Licence to be verified. 5.2 The Licensee shall within seven business days (or such other period as maybe agreed by the Secretary ofState) of any request bythe Secretary ofState, provide the following: 5.2.1— information in writing as to the nature, conduct, location and results of the Licensed Activities: 5.2.2 the Licensee‘s current estimate in writing ofthe remaining working life of the Satellite: and 5.2.3 such information as the Secretary of State may reasonably require to enable him to determine whether or not any other person is carrying on activities to which the Act applies. The Secretary ofState mayat any time, with reasonable notice, inspect any facilities relating to the Satellite or the Licensed Activities and documents or records in the possession custody or power ofthe Licensee which relate to the Satellite or the Licensed Activities and any documents or records refating to information requested pursuant to this Licence. 54 The Licensee shall, if requested so to do, use its best endeavours to obtain s for the Secretary of State to inspect any: facilities, documents or records to the Satellite or the Licensed Activities not in the Licensee‘s direct ownership. pos sion, custody or power as the Secretary of State may specify by ce in writing to the Licensee 5.5$ The retary ofState may take copies ofany documents or records inspected under this Licer rmation contained within documents or records belonging to the License onfidential a tion with

6. Insurance 6.1 The Licensee shall continue to insure itselfagainst all liabilities that mayarise in respect of damage or loss suffered by third parties in the United Kingdomor elsewhere as a result of the Licensed Activities. 6.2 Condition 2.1.4 and (subject to Condition 6.3) Condition 6.1 shall be satisfied by: The policy of insurance 6.3 In the event that the Satellite does not reach its planned orbit as notified to the Secretary of State in accordance with Condition 2.1.2. the Secretary ofState may require the Licensee to make additional insurance arrangements to comply: with Condition6.1. 6.4 The Licensee shall provide evidence of the policyofinsurance entered into to complywith its obligations under this Licence to the Secretary of State upon demand together with evidence of payment of the premiums in respect of such policy or policy. The Licensee shall not vary terms relating to the Licensed Activities ofthe insurance effected to comply with its obligations under this Licence without the prior written consent ofthe Secretary ofState. 6.3 The Licensee shall immediatelynotify the Secretary of State ofany event or other occurrence which is likely to give rise to a claim under the policy of insurance effected by the Licensee pursuant to the terms ofthis Licence. 6.6 The Licensee shall take all necessary action to ensure that the policy of insurance effected by the Licensee pursuant to the provisions ofthis Licence continue in force and are valid and enforceable, and the Licensee shall do nothing that would enable the insurer to avoid any such policy. w 7.1 it is a Condition that: 7.1.1 the Licensee has full corporate power and has taken all neee corporate action to enable it to perform its ations under this Licence e Licensee‘s applicati n of the Licensed ault under or in respect of any contractual, i it at the date of this

7.1.3 the Licensee is not engaged in any litigation or arbitration proceedings which might have a materially adverse effect upon its capacity or ability to perform its obligations under this Licence and to the best ofits knowledge. information and belief the Licensee has no cause to consider that any such legal orarbitration proceedings are about to commence; and 7.1.4 that there is and continues to be in place a duly executed gwarantee from O3b Networks Limited (or, ifthere is a change of ownership or control of the Licensee and the Secretaryof State so requires, from such successor or parent entity or person as the Secretaryof state may stipulate) in favour ofthe Secretary of State and Her Majesty‘s Government in respect ofthe Licensee‘s obligations under this Licenceand the Act. 7.2 The Licensee indemnifies the Secretary of State in respect of: 7.2.1 any loss suffered by Her Majesty‘s Govenment as a result of any breach of the terms of this Licence by the Licensee; and 7.2.2. any claims brought against Her Majesty‘s Government in respect of damage or loss arising out of the Licensed Activities or out of anyactivities which it carries on and to which the Act applies. 7.3 The granting of this Licence shall not be construed as a waiver by the Secretary of State ofany failure on the part of the Licensee to comply with any Condition prior to date of grant. 74— The Licensee shall afford all reasonable assistance, co—operation and compliance as maybe requested or required by the Secretary of State in the exercise of his functions under this Licence or the Act. 8. Term and Revoeation 8.1 The Licence herebygranted shall come into force on the occurrence of the Effective Event and, unless revoked by the Secretaryof State under the Act (infer alia, because it appears to him that a Condition has not been complied with) shall continue in force until expiry pursuant to Condition 8.2. 8.2 The Licence will expire when the Licensed Activities have been completed and the Satellite positionedto the satisfactionof the Secretary ofState 8.3 The termination of this Licence for whatever reason shall not affect the obligations of the Licensee under its provisions.

IN WITNESS WHEREOF, this Licence has been executed on the date first hereinbefore written. Signed for and on bebalf Signed for and on behalf ofthe Licensee: D.t= ofthe Secretary of State: Signed: * Signed: Name: DAV(D PrgrM Name: StaE CouAS Position: CHIEF Ergtundé Position: C 2.0

Outer Space Act 1986 SPACE ACTIVITY LICENCE THE SECRETARY OF STATE FOR BUSINESS, INNOVATION AND SKILLS and O3B Limited

Dae ____ 30 AUVSOST 1013 Grant of Licence pursuant to sections 4 and 5 of the Outer Space Act 1986, by the Secretary of State for Business, Innovation and Skills, whose principal office is at 1 Victoria Street, London, SWIH OET ("the Secretary of State"), to O3b Limited, a companyincorporated in the Bailiwick of Jersey under no. 103709, whose registered office is at 3rd Floor, Anley House, Anley Street, St. Helier, JE2 3QE ("the Licensee"). 3. Interpretation, Etc 1.1 In this Licence: L.1.1.— "Act" means the OuterSpace Act 1986; 1.1.2 "Condition"" means any term or provision whatsoever ofthis Licence: L.1.3— "Effective Event" means the Launch: L.1.4— "Insurance Policy" means the insurance policy taken out by or on behalfofthe Licensee to comply with the obligations imposed by this Licence: 1.1.5 "Launch" means the point in time when an electronic signal is sent to command the opening of anyfirst stage propellant valves; 1.1.6 "Licensed Activities" means: a) procuring from Arianespace a service comprising the launch (on a Soyuz launch vehicle) and deployment int ational orbit of the Satellite and: b) operation of the Satellite. L1 "Satellite" means the satellite known as O3B MOO6 Parliament.

to Conditions Precedent This Licence shatl not come into effect unless: o 2.1.1 the Licensee has notified the Secretary of State ofthe proposed date and location of the Launch; 2.1.2 the Licensee has provided the SecretaryofState with full information at least 14 days before the Launch (or such lesser number of days before the Latinch as the Secretary ofState may agree) as to: 2.1.2.1. calculated payload fairing impact points; and 2.1.2.2 the basic orbital parameters, including nodal period. inclination, apogee and perigee ofthe Satellite: 2.1.3 the Secretary of State has given his prior written consent to any amendments to the Insurance Policy; 2.1.4 the Licensee has taken out valid and enforceable insurance against all liabilities that may arise in respect of damage or loss suffered bythird parties in the United Kingdom or elsewhere as a result ofthe Licensed Activities and. immediately before the Launch, no cireumstances exist entitling the insurer to repudiate or disclaim liability; and 2.1.5 the Effective Event takes place before the first anniversary ofthe date ofthis Licence. Licence w 34 In exercise of the powers conferred on him bythe Act, the Secretary of State hereby GRANTS the Licensee a Licence to carry out the Licensed Activities in 1 to the Satellite subject to the Conditior 4. icensed Activiti 4.1 The Licensee shall conduct the Licensed Activities in a proper manner and in accordance with best practice in the space industry and in compliance with thelaws of the United Kingdom and anyotf er applicable law, includin the obligations of the United Kingd m under international law, and in particular the L nsee shall not se or in any wa ties on the par

4.2 The Licensee will take all reasonable steps necessary to ensure that the Licensed Activities and positioning ofthe Satellite conform with the information provided pursuant to Condition 2. 1 $. ection Ete 5.1 The Licensee shall keep, at its registered office address (or at such other address within the United Kingdom as is notified to the Secretary of State), all records required by law, all proper technical records and all proper commercial records so far as relevant to the Licensed Activities, including such written records as are necessary to enable the Licensee‘s compliance with the Act and with the provisions of this Licence to be verified. 2 The Licensee shall within seven business days (or such other period as maybe agreed bythe Secretary of State) of anyrequest by the Secretary of State, provide the following: 5.2.1 informationin writing as to the nature, conduct, location and results of the Licensed Activities: 5.2.2 the Licensee‘s current estimate in writing of the remaining working life ofthe Satellite: and 5.2.3 such information as the Seerctary ofState mayreasonably require to enable him to determine whether or not any other person is carrying on activities to which the Act applies. 5.3 The Secretary of State mayat anytime, with reasonable notice, inspect any facilities relating to the Satellite or the Licensed Activities and documents or records in the possession custody or power ofthe Licensee which relate to the Satellite or the Licensed Activities and any documents or records relating to information requested pursuant to this Licence. .icensceshall, ifrequested so to do. use its best endeavoursto obtain Seerctary of State to inspect any. fac documents r ords c Satellite or the Licensed Activities not in the Licensee‘s direct possession, custody or power as the Secretary of State may specify by notice in writing to the Licensee d The Secretary ofState may take copies ofany documents or records inspected under this Licence contained within documents or records belonging to the Licensee il and not dis sedto a d party exce f the Secretary of S the Act by law.

6. Insurance 6.1 The Licensee shall continue to insure itself against all liabilities that may arise in respect of dam or loss suffered by third parties in the United Kingdom or elsewhere as a result ofthe Licensed Activities. 6.2 Condition 2.1.4 and (subject to Condition 6.3) Condition 6.1 shall be satisfied by: The policy of insurance 6.3 In the event that the Satellite does not reach its planned orbit as notified to the Secretary of State in accordance with Condition 2.1.2, the Secretary of State may require the Licensee to make additional insurance arrangements to comply with Condition 6.1. 64 The Licensee shall provide evidence of the policy ofinsurance entered into to comply with its obligations under this Licence to the Secretaryof State upon demand together with evidence of payment of the premiums in respect of such policy or policy. The Licensee shall not varyterms relating to the Licensed Activities of the insurance effected to comply with its obligations under this Licence without the prior written consent ofthe Secretary ofState. 6.5 The Licensee shall immediately notify the Secretary ofState ofany event or other occurrence which is likely to give rise to a claim under the policy ofinsurance effected by the Licensee pursuant to the terms ofthis Licence. 6.6 The Licensee shall take all necessary action to ensure that the policy of insurance effected by the—Licensee pursuant to the provisions ofthis Licence continue in force and are valid and enforceable, and the Licensee shall do nothing that would enable the insurer to avoid any such policy. 7. 7.1.1 the Licensee has full corporate power and has taken all necessary corporate action to enable it to performits ol ions under this Licence: the Licen e‘s application for a licence, it rrying on of the L and the p formanceofits not to the best « h or default under or in on bir

7.1.3— the Licensee is not engar litigation or arbitration proceedings which might have a materially adverse effect upon its capacity or ability to perform its obligations underthis Licence and to the best ofits knowled; information and beliefthe Licensee has no cause to consider that any s ch legal or arbitration proceedings are about to commence; and 7.1.4 that there is and continues to be in place a duly executed guarantee from 03b Networks Limited (or. if there is a change of ownership or control of the Licensee and the Secretaryof State so requires, from such successoror parent entityor person as the Secretaryof state may stipulate) in favour ofthe Secretary of State and Her Majesty‘s Government in respect ofthe Licensee‘s obligations under this Licenceand the Act. 7.2 The Licensee indemnifics the Secretaryof State in respectof: 7.2.1. any loss suffered by Her Majesty‘s Government as a result of any breach of the terms ofthis Licence by the Licensee; and 7.2.2 anyclaims brought against Her Majesty‘s Government in respect of damage or loss arising out of the Licensed Activities or out of any activities which it carries on and to which the Act applies. 7.3 The granting ofthis Licence shall not be construed as a waiver by the Secretary of State of anyfailure on the part of the Licensee to comply with any Condition prior to date of grant. 74 The Licensee shall afford all reasonable assistance, co—operation and compliance as maybe requested or required bythe Secretaryof State in the exercise of his functions under this Licence or the Act. 8.1 The Licence hereby granted shall come into force on the occurrence ofthe Effective Event and, unless revoked by the Secretary ofState under the Act {inter alia, because it appears to him that a Condition has not been complied with) shall continue in force until expiry pursuant to Condition 8.2 8.2 The Lice will expire when the Licensed Activities have been completed andthe Satellite positioned to the sat action ofthe Secretary of State 83 The termination of this Licence for whatever reason shall not affect the obligations of theLicensee under its prov sions

IN WITNESS WHEREOF, this Licence has been executed on the date first hereinbefore written. Signed for and on behalf Signed for andon behalf of the Secretary of State: of the Licensee: _ u«_ Signed: 3-];; Snzncd éh ;;S Toges....... Name: DAV> Pagve‘ — Name: STeE CoucaL. Position: CMH1EF Execur‘t Position: c:&o

Outer Space Act 1986 SPACE ACTIVITY LICENCE THE SECRETARY OF STATE FOR BUSINESS, INNOVATION AND SKILLS and O3B Limited

Date: Grant of Licence pursuant to sections 4 and 5 of the Outer Space Act 1986, by the Secretaryof State for Business, Innovation and Skills, whose principal office is at 1 Victoria Street, London, SWIH OET ("the Secretary of State"), to O3b Limited, a companyincorporated in the Bailiwick of Jersey under no. 103709, whose registered office is at 3rd Floor, Anley House, Anley Street, St. Helier, JE2 3QE ("the Licensee"). L. Interpretation. Ete L1 In this Licence: L.1.1 "Act" means the Outer Space Act 1986; 1.1.2 "Condition" means any term or provision whatsoever of this Licence: L.1.3 "Effective Event" means the Launch: 1.1.4 "Insurance Policy" means the insurance policy taken out by or on behalf of the Licensee to comply with the obligations imposed by this Licence: 1.1.5 "Launch" means the point in time when an electronic signal is sent to commandthe opening of any first stage propellant valves; 1.1.6 "Licensed Activities" means: a) procuring from Arianespace a service comprising the launch (on a b) operation of the Satellite. "Satellite" meansthesatelfite known as O3B MOO7 requires, words and expressions Act; and 1.1.9 the: Interpretation Act 19 Parliament

t 33 This Licence shall not come into effect untess: 2.1.1 the Licensee has notified the Secretary ofState of the proposed date and location ofthe Launch; 2.1.2 the Licensee has provided the Secretary of State with full information at least 14 days before the Launch (or such lesser number of days before the Launch as the Secretaryof State mayagree) as to: 2.1.2.1. calculated payload fairing impact points; and 2 2 the basic orbital parameters, including nodal period. inclination, apogee and perigee ofthe Satellite; 2.1.3 the Secretary of State has given his prior written consent to any amendments to the Insurance Policy: 2.1.4— the Licensee has taken out valid and enforceable insurance against all liabilities that mayarise in respect of damage or loss suffered bythird parties in the United Kingdom or elsewhere as a result of the Licensed Activities and. immediately before the Launch, no circumstances exist entitling the insurer to repudiate or disclaim liability; and 2.1.5 the Effective Event takes place before the first anniversary of the date ofthis Licence. 3. Licence 3.1 In exercise ofthe powers conferred on him bythe Act, the Secretaryof State hereby GRANTS the Licensee a Licence to carry out the Licensed. Activities in relation to the Satellite subject to the Conditions. 4. ConductofLicensedActivities with best practice in the space industry and in compliancewith the l Kingdom and any other applicable . including the c ted Kingdomunder int tional law. andin particular the Licensee shall not ca n any way any actions or Its which ma & rise to liabil ities on the part of ited Kingdom under international law; 4.1.2 prejudice in any / the national security of the United Kingdom.

4.2 The Licensee will take all reasonable steps n ssary to ensure that the Licensed Activities and positioning ofthe Satellite conform with the information provided pursuant to Condition 2.1.2. 3. Records and Inspection Et 5.1 The Licensee shall keep, at its registered office address (or at such other address within the United Kingdom as is notified to the Secretary of State). all records required by law, all proper technical records and all proper commercial records so far as relevant to the Licensed Activities, including such written records as are necessary to enable the Licensee‘s compliance with the Act and with the provisions of this Licence to be verified. 32 The Licensee shall within seven business days (or such other period as may be agreed by the Secretaryof State) of any request by the Secretary ofState, provide the following: 5.2.1 information in writing as to the nature, conduct, location and results of the Licensed Activities: 5.2.2 the Licensee‘s current estimate in writing ofthe remaining working life of the Satellite: and 5.2.3— such information as the Secretary of State may reasonably require to enable him to determine whether or not anyother person is carrying on activities to which the Act applics. 5.3 ‘The Secretaryof State mayat any time, with reasonable notice, inspect any facilities relating to the Satellite or the Licensed Activities and documents or records in the possession custody or power ofthe Licensee which relate to the Satellite or the Licensed Activities and any documents or records relating toinformation requested pursuant to this Licence. 5.4 The Licensee shall, ifrequested so to do. use its best endeavours to obtain access for the Secretary of State to inspect any facilities, documents or records relating to the Sateflite or the Licensed Activities not in the Licensee‘s direct ownership. ossession, custody or power as the Sccretary ofState may specify by notice in writing to the L 33 The Secretary of State may take copies of any documents or records inspected this Licence. mation contained within documents records belonging to the Licensee nfidential and not di onnection witt of the Secr s required

6 6.1 The Licensee shafl continue to insure itseifagainst all liabilities that mayarise in respect of damage or loss suffered by third parties in the United Kingdom or elsewhere as a result of the Licensed Activities. 6.2 Condition 2,1.4 and (subject to Condition 6.3) Condition 6.1 shall be satisfied by: The policy of insurance 6.3 In the event that the Satellite does not reach its plannedorbit as notified to the Secretary ofState in accordance with Condition 2.1.2. the Secretary of State may require the Licensee to make additional insurance arrangements to comply: with Condition 6.1. 6.4 The Licensee shall provide evidence ofthe policy ofinsurance entered into to comply with its obligations under this Licence to the Secretary of State upon demand together with evidence of payment of the premiums in respect of such policy or policy. . The Licensee shall not varyterms relating to the Liconsed Activities ofthe insurance effected to comply with its obligations under this Licence without the prior written consent ofthe Secretary ofState. 6.3 The Licensee shall immediately notify the Secretary of State of anyevent or other occurrence which is likely to give rise to a claim under the policy ofinsurance effected by the Licensee pursuant to the terms of this Licence. 6.6 The Licensee shall take all necessary action to ensure that the policy of insurance effected by the Licensee pursuant to the provisions of this Licence continue in force and are valid and enforceable, and the Licensee shall do nothing that would enable the insurer to avoid any such policy. 7. AdditionalCond ons including Indemnities 1 It is a Condition that: orporate power and has taken all necessary rm its obligations under this Licence: the Licensee vities and the perfon Act will not to th ch or de in resp ipon it atst the public obligation bind g upon ie

7.1.3— the Licensee is not engaged in any litigation or arbitration proceedings which might have a materiallyadverse effect upon its capacity or ability to perform its obligations under this Licence and to the best ofits knowledge, information and belief the Licensee has no cause to consider that any such legal or arbitration proceedings are about to commence; and 7.1. 4 that there is and continues to be in place a duly executed guarantee from 03b Networks Limited (or, if there is a change of ownership or control of the Licensee and the Secretary ofState so requires, from such successor or parent entity or person as the Secretary of state maystipulate) in favour ofthe Secretary of State and Her Majesty‘s Governmentin respect of the Licensee‘s obligations under this Licenceand the Act. 7.2 The Licensee indemnifics the Secretary ofState in respect of: 7.2.1 any loss suffered by Her Majesty‘s Government as a result of any breachof the terms ofthis Licence by the Licensee; and 7. any claims brought against Her Majesty‘s Government in respect of damage or loss arising out ofthe Licensed Activities or out of anyactivities which it carries on and to whichthe Act applies. 7.3 The granting of this Licence shall not be construed as a waiver by the Secretary of State of any failure on the part of the Licensee to comply with any Condition prior to date ofgrant. 74 The Licensee shall afford all reasonable assistance, co—operation and compliance as may be requested or required by the Secretary of State in the exercise ofhis functions under this Licence or the Act. 8. Term and Revoeation 8.1 The Licence hereby granted shall come into force on the occurrence ofthe Effective Event and, unless revoked by the Secretary ofState under the Act (inter alia, because it appears to him that a Condition has not been complied with) shall tinue in force i expiry pursuant to Condition 8.2. 8.2 The Licence will expire when the Licensed Activities have been completed d the Satellite positioned to the satisfaction ofthe Secretary tate Licence for whatever reason shall not affect the ts provisions

IN WITNESS WHEREOF, this Licence has been executed on the date first hereinbefore written. Signed forand on behalf Signed for and on behalf of the Secretary of State: of the Licensee: Signed: Signed: ___/ \ Name: _DAViD Tagual Name: Sune GaiAZ Position: CHIEF EXECUOVE Position: __pen 2s

Outer Space Act 1986 SPACE ACTIVITY LICENCE THE SECRETARY OF STATE FOR BUSINESS, INNOVATION AND SKILLS and O3B Limited

Date: Grant of Licence pursuant to sections 4 and 5 of the Outer Space Act 1986, by the Secretary of State for Business, Innovation and Skills, whose principal office is at 1 Victoria Street, London, SW1H OET ("the Secretary of State"), to O3b Limited, a companyincorporated in the Bailiwick of Jersey under no. 103709, whose registered office is at 3rd Floor, Anley House, Anley Street, St. Helier, JE2 3QE ("the Licensee"). L1 In this Licence L.1.1 "Act? meansthe Outer Space Act 1986; L.1.2 "Condition" means any term or provision whatsoever ofthis Lic nce: L.1.3 "Effective Event" meansthe Launch: 1.1.4 "Insurance Policy® means the insurance policy taken out by or on behalfofthe Licensee to comply with the obligations imposed bythis Licence: L.1.5 "Launch" means the point in time when an electronic signal is sent to command the opening ofany first stage propellant valves; 1.1.6 "Licensed Activities" means: a) procuring from Arianespace a service comprising the launch (on a Sayuz launch vehicle) and deployment into operational orbit of the Satellite and; b) operation of the Satellite 1 ‘Satellite" means the satellite known as O3B MOO8 except here the ontext otherwise re words and expressions ining as they have in the Act: ind 1.1.¢ the interpretation Act 1978 applies as it applies to an Act of Parliament

3 Conditions Precedent This Licence shall not come into effect unless: 1 2.1.1— the Licensee has notified the Secretary of State of the proposed date and location of the Launch; 2.1.2 the Licensee has provided the Secretaryof State with full information at least 14 days before the Launch (or such lesser number ofdays before the Launch as the Secretary of State mayagree) as to: 2.1.2.1 calculated payload fairing impact points: and 2.1.2.2. the basic. orbital parameters, including nodal period. inclination, apogee and perigee of the Satellite: 2.1.3 the Secretary of State has given his prior written consent to any amendments to the Insurance Policy: 2.1.4 the Licensee has taken out valid and enforceable insurance against all liabilities that mayarise in respect of damage or loss suffered bythird parties in the United Kingdom or elsewhere as a result of the Licensed Activities and, immediately before the Launch, no circumstances exist entitling the insurer to repudiate or disclaim lability: and 2.1.5 the Effective Event takes place before the first anniversary ofthe date ofthis Licence. Licence w 3. In exercise ofthe powers conferred on him bythe Act, the Secretary ofState hereby GRANTS the Licensee a Licence to carry out the Licensed Activities in relation to the Satellite subject to the Conditions. The Licenseeshall conduct the Licensed Activiti s in a proper manner andin orda ith best practice in the space indust andin compliance with the laws of the United Kingdom and any other applicable aw. including the obligations Kingdom under international law, andin particular the Lic I not: use or in any way be party to any actions or defaults which e to liabitities on the part ofthe United Kingdom under international law; or 4.1.2 prejudice in any way thenational security of the1 d Kingdom

4.2 The Licensee will take all reasonable steps necessary to ensure that the Licensed Activities and positioning of the Sateflite conform with the information provided pursuant to Condition 2.1.2. % Records and Inspection Etc 5.1 The Licensce shall keep, at its registered office address (or at such other address within the United Kingdom as is notified to the Secretary ofState), all records required by law, all proper technical records and all proper commercial records so far as relevant to the Licensed Activities. including such written records as are necessary to cnable the Licensee‘s compliance with the Act and with the provisions of this Licence to be verified. 5.2 The Licensee shall within seven business days (or such otherperiod as maybe agreed by the Secretary of State) of any request bythe Secretary of State, provide the following: 5.2.1 information in writing as to the nature, conduct, location and results of the Licensed Activities: 5,2.2 the Licensee‘s current estimate in writing ofthe remaining working life of the Satellite; and 5.2.3— such information as the Secretary of State mayreasonably require to enable him to determine whether or not any other person is carrying on activities to which the Act applies. 3.3 The Secretary of State mayat any time, with reasonable notice, inspect any facilities relating to the Satellite or the Licensed Activities and documents or records in the possession custodyor power ofthe Licensee which relate to the Satellite or the Licensed Activities and any documents or records relating to information requested pursuant to this Licence. 5.4 The Licensee shall, if requested so to do, use its best endeavours to obtain access for the Secretary of State to inspect anyfacilities, documents or records relating to the Satellite or the Licensed A ies not in the Licensee‘s direct ownership, possession, custody or power as the Secretary ofState may specify by notice in writing to the Licensee 33 The Secretary of State may take copies of any documents or records inspected under this Licence. ed to a thirdparty except in connection with duties under the Act or otherwise as required

6. Insurance 6.1 The Licensee shall continue to insure itselfagainst all liabilities that may arise in respect of damage or foss suffered bythird parties in the United Kingdom or elsewhere as a result ofthe Licensed Activities. 2 Condition 2.1.4 and (subject to Condition 6.3) Condition 6.1 shall be satisfied by: The policy of insurance 6.3 In the event that the Satellite does not reach its planned orbit as notified to the Secretary of State in accordance with Condition 2.1.2, the Secretary of State may require the Licensee to make additional insurance arrangements to comply: with Condition 6.1. 64— The Licensee shall provide evidence of the policy ofinsurance entered into to comply with its obligations under this Licence to the Secretary of State upon demand together with evidence of payment of the premiums in respect of such policy or policy. The Licensee shall not vary terms relating to the Licensed Activities of the insurance effected to comply with its obligations under this Licence without the prior written consent ofthe Secretary of State. 6.3 The Licensee shall immediately notify the Secretary of State of anyevent or other occurrence which is likely to give rise to a claim under the policy of insurance effected by the Licensee pursuant to the terms ofthis Licence. 6.6 The Licensee shall take all necessary action to ensure that the policy of insurance effected by the Licensee pursuant to the provisions ofthis Licencecontinue in force and are valid and enforceable. and the Licensee shall do nothing that would enable the insurer to avoid any such policy. 7 Additional Conditions includingIndemnities 7. It is a Condition that 7.1.1 the ensee has ful corporate power and has taken all necessary corporate action to enable it to performits obligations under this Licence: ensee‘s application for a lic s and the performanceof not to the best of knowledge, i or default undet in y contractual, emnmental or public obli ation bind upon it at the date of this Licence;

7.1.3— the Licensee is not engaged in anylitigation or arbitration proceedings which might have a materially adverse effect uponits capacity or ability to perform its obligations under this Licence and to the best of its knowledge, information and belief the Licensee has no cause to consider that any such legal or arbitration proceedings are about to commence: and 7.1.4 that there is and continues to be in place a duly exccuted guarantee from O3b Networks Limited (or, if there is a change of ownership or control ofthe Licensee and the Secretary ofState so requires, from such successoror parent entityor person as the Secretary of state may stipulate) in favourof the Secretary of State and Her Majesty‘s Government in respect ofthe Licensee‘s obligations under this Licence and the Act 7.2 The Licensee indemnifies the SecretaryofState in respect of. 7.2.1 any loss suffered by Her Majesty‘s Govenment as a result of any breach of the terms of this Licence by the Licensee; and 7.2.2 anyclaims browght against Her Majesty‘s Government in respect of damage or loss arising out of the Licensed Activities or out of any activities which it carries on and to which the Act applies. 7.3 The granting of this Licence shall not be construed as a waiver by the Secretary of State of anyfailure on the part of the Licensee to comply with any Condition prior to date ofgrant. 7.4 The Licensee shall afford all reasonable assistance, co—operation and compliance as maybe requested or required by the Secretary of State in the exercise ofhis functions under this Licence or the Act. 8. Term and Revocation 8.1 The Licence hereby granted shall come into force on the occurrence ofthe Effective Event and, unless revoked by the Secretary of State under the Act (imrer alia, because it appears to him that a Condition has not been complied with) shall continue in force until expirypursuant to Condition 8.2. 82 the Licence will expire when the Licensed Activities have been completed andthe Satellite positionedto the satisfaction ofthe Secretary of State 8.3 The termination of this Licence for whatever reason shall not affect the obligations of the Licensee under its provisions.

IN WITNESS WHEREOF, this Licence has been exccuted on the date first hereinbefore written Signed for and on behalf Signed for and on behalf ofthe SecretaryofState: of the Licensee: Signed: — Signed: Name: PaViD Pewrit Name: Steue Couum£ Position: _CHIEF Pxecut Position: ceo


Document Created: 2019-04-20 20:04:23
Document Modified: 2019-04-20 20:04:23
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