S-1/A

As filed with the Securities and Exchange Commission on April 27, 2005

Registration No. 333-124044

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WORLDSPACE, INC.

(Exact name of registrant as specified in its charter)

Delaware	4832	52-1732881
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2400 N Street, N.W.

Washington, D.C. 20037

(202) 969-6000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Donald J. Frickel, Esq.

General Counsel

WorldSpace, Inc.

2400 N Street, N.W.

Washington, D.C. 20037

(202) 969-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Jeffrey E. Cohen, Esq. Coudert Brothers LLP 1114 Avenue of the Americas New York, New York 10036 (212) 626-4400 Peter D. Nesgos, Esq. James H. Ball, Jr., Esq. Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, New York 10005 (212) 530-5000

Approximate date of commencement of proposed sale to public:    As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registration Statement is solely to amend Part II of the Registration Statement to (i) correct Item 15 of Part II and (ii) file certain Exhibits to the Registration Statement as set forth below in Item 16 of Part II.

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Part II

Information not required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses expected to be incurred by the Registrant in connection with the offering described in this Registration Statement, other than underwriting discounts and commissions. All amounts are estimates, other than the SEC registration fee, the NASD filing fee and the NASDAQ National Market listing fee.

SEC registration fee	$	*
NASD filing fee		*
NASDAQ National Market listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total	$

* To be provided by amendment.

We will pay all of the expenses to be incurred in connection with the issuance and distribution of the securities registered hereby.

Item 14. Indemnification of Directors and Officers.

Delaware General Corporation Law.    Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding, provided the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. A similar standard of care is applicable in the case of actions by or in the right of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought determines that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the Delaware Court of Chancery or other court shall deem proper.

Charter and by-laws.    Our certificate of incorporation and bylaws provide that we will indemnify and advance expenses to our directors, officers and employees to the fullest extent permitted by Delaware law

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Part II

in connection with any threatened, pending or completed action, suit or proceeding to which such person was or is a party or is threatened to be made a party by reason of the fact that he or she is or was our director, officer or employee, or is or was serving at our request as a director, officer, employee or agent of another corporation or enterprise. Prior to the closing of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that provide them with rights to indemnification and expense advancement to the fullest extent permitted under the Delaware General Corporation Law.

Indemnification agreements.    Prior to the consummation of this offering, we intend to purchase directors’ and officers’ liability insurance to insure our directors and officers against liability for actions or omissions occurring in their capacity as a director or officer, subject to certain exclusions and limitations.

SEC Position.    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Pursuant to the underwriting agreement, in the form filed as an exhibit to this registration statement, the underwriters will agree to indemnify directors and our officers and persons controlling us, within the meaning of the Securities Act against certain liabilities that might arise out of or are based upon certain information furnished to us by any such underwriter.

Item 15. Recent Sales of Unregistered Securities.

On December 30, 2004, we reincorporated from Maryland to Delaware and, in connection therewith, we issued shares of our Class A Common Stock or shares of our Class B Common Stock to the shareholders of our Maryland predecessor on a one-for-one basis based on their shares in the predecessor. On the same date, we issued 27.9 million shares of our Class B Common Stock to Yenura Pte. Ltd. (Yenura), a Singapore company controlled by our Chairman and Chief Executive Officer, in exchange for notes in the aggregate amount of $256 million (principal and accrued interest) issued by us and held by Yenura. The aforesaid transactions were exempt from registration pursuant to section 3(a)(9) of the Securities Act. Also on the same day, we issued $155 million of senior convertible notes to seven institutional investors. This transaction was exempt from registration under section 4(2) of the Securities Act.

In 2003, our predecessor issued warrants to purchase 300,000 shares of common stock to a financial advisor, which was an accredited investor. This transaction was exempt from registration under section 4(2) of the Securities Act.

In 2003, our predecessor issued options to purchase 25,000 of its shares of common stock to one of its directors. In each of 2002, 2003 and 2004, our predecessor issued options to purchase 100,000 shares of common stock to one of its officers. In 2002, our predecessor issued options to purchase 200,000 shares of common stock to a second of its officers. In each of 2002 and 2003, our predecessor issued options to purchase 200,000 shares of common stock to a third of its officers. These transactions were exempt from registration under section 4(2) of the Securities Act or under Rule 701 under the Securities Act.

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Part II

Item 16. Exhibits and Financial Statement Schedules.

Exhibit No.	Description
1.1	Form of Underwriting Agreement*
2.1	Agreement and Plan of Merger dated December 28, 2004, between WorldSpace, Inc., a Maryland corporation, and the Company†
3.1	Certificate of Incorporation of the Company†
3.2	By-Laws of the Company†
4.1	Securities Purchase Agreement dated December 30, 2004 among the Company, WorldSpace, Inc., a Maryland corporation, Highbridge International LLC, Amphora Limited, OZ Master Fund, Ltd., AG Offshore Convertibles, Ltd., AG Domestic Convertibles, L.P., Citadel Equity Fund Ltd., and Citadel Credit Trading Ltd.†
4.2	Registration Rights Agreement dated December 30, 2004 among the Company, Highbridge International LLC, Amphora Limited, OZ Master Fund, Ltd., AG Offshore Convertibles, Ltd., AG Domestic Convertibles, L.P., Citadel Equity Fund Ltd., and Citadel Credit Trading Ltd.†
4.3	Form of Notes issued under the Securities Purchase Agreement†
5.1	Opinion of Coudert Brothers LLP*
10.1	Exchange Agreement dated December 29, 2004 among the Company, WorldSpace, Inc., a Maryland corporation, WorldSpace International Network Inc. and Yenura Pte. Ltd.†
10.2	Loan Restructuring Agreement dated September 30, 2003 among Stonehouse Capital Ltd., WorldSpace, Inc., a Maryland corporation, WorldSpace International Network Inc. and WorldSpace Satellite Company Ltd., as amended by the First Amendment to the Loan Restructuring Agreement and Royalty Agreement dated September 28, 2004 among the same parties and the Second Amendment to the Loan Restructuring Agreement and Royalty Agreement dated December 30, 2004 among the same parties as well as the Company†
10.3	Royalty Agreement dated September 30, 2003 among Stonehouse Capital Ltd., WorldSpace, Inc., a Maryland corporation, WorldSpace International Network Inc. and WorldSpace Satellite Company Ltd., as amended by the First Amendment to the Loan Restructuring Agreement and Royalty Agreement dated September 28, 2004 among the same parties and the Second Amendment to the Loan Restructuring Agreement and Royalty Agreement dated December 30, 2004 among the same parties as well as the Company†
10.4(a)	Warrant Agreement, dated as of July 11, 1994 and extended May 28, 1999, between Mr. Benno A. Ammann and the Company
10.4(b)	Warrant Agreement, dated as of July 11, 1994 and extended May 28, 1999, between Mr. Ronald V. Mangravite and the Company
10.4(c)	Warrant Agreement, dated as of July 11, 1994 and extended May 28, 1999, between Mr. Wondwossen Mesfin and the Company
10.4(d)	Non-Qualified Shares Option Agreement, dated as of February 12, 1996, between Mr. Scott A. Katzmann and the Company

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Part II

Exhibit No.	Description
10.4(e)	Non-Qualified Shares Option Agreement, dated as of February 12, 1996, between Ms. Donna Lozito and the Company
10.4(f)	Non-Qualified Shares Option Agreement, dated as of February 12, 1996, between Lindsay A. Rosenwald, M.D. and the Company
10.4(g)	Warrant Agreement, dated as of May 15, 2003, between Consultant and the Company
10.5	Memorandum of Agreement on Settlement dated as of February 25, 2005 among WorldSpace, Inc., WorldSpace Satellite Company Ltd. and Alcatel Space**†
10.6	Strategic Cooperation Agreement Between Analog Devices, Inc. and WorldSpace, Inc. For The Development And Marketing Of WorldSpace-Ready Analog DSP Platforms dated November 5, 2003†
10.7	Standard Production, Marketing and License Agreement for China WorldSpace PC Card and China WorldSpace Receiver dated August 18, 2001 between WorldSpace International Network Inc. and Xi’an Tongshi Technology Limited and Cooperation Agreement dated December 12, 2001 between WorldSpace Corporation and Xi’an Tongshi Technology Limited†
10.8	Supply Agreement and Standard WorldSpace Receiver Development, Production, Marketing and License Agreement, both dated December 1, 2000 between BPL Limited and WorldSpace International Network Inc.†
21.1	List of Subsidiaries of the Company*
23.1	Consent of Coudert Brothers LLP (filed as Exhibit 5.1 hereto)†
23.2	Consent of Grant Thornton LLP†
24.1	Power of Attorney (contained on signature page)†

* To be filed by amendment

** Confidential treatment requested

† Previously filed

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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Part II

The undersigned registrant hereby undertakes that:

1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act will be deemed to be part of this registration statement as of the time it was declared effective.

2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on this 27 day of April, 2005.

WORLDSPACE, INC.
By:	/s/    DONALD J. FRICKEL
	Donald J. Frickel Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 27, 2005.

Signatures	Title
*  Noah A. Samara	Chairman of the Board, Chief Executive Officer and President (Chief Executive Officer)
*  Sridhar Ganesan	Executive Vice President—Chief Financial Officer (Chief Financial Officer)
*  Stuart M. Fishkin	Senior Vice President—Finance & Treasurer (Chief Accounting Officer)
*  Jack F. Kemp	Director
*  James R. Laramie	Director
Charles McC. Mathias	Director
*  Michael Nobel	Director
*  Larry G. Schafran	Director
*  William Schneider, Jr.	Director

*By:	/s/    DONALD J. FRICKEL
	Donald J. Frickel Attorney-in-Fact

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Exhibit Index

Exhibit No.		Description
1.1		Form of Underwriting Agreement*
2.1		Agreement and Plan of Merger dated December 28, 2004, between WorldSpace, Inc., a Maryland corporation, and the Company†
3.1		Certificate of Incorporation of the Company†
3.2		By-Laws of the Company†
4.1		Securities Purchase Agreement dated December 30, 2004 among the Company, WorldSpace, Inc., a Maryland corporation, Highbridge International LLC, Amphora Limited, OZ Master Fund, Ltd., AG Offshore Convertibles, Ltd., AG Domestic Convertibles, L.P., Citadel Equity Fund Ltd., and Citadel Credit Trading Ltd.†
4.2		Registration Rights Agreement dated December 30, 2004 among the Company, Highbridge International LLC, Amphora Limited, OZ Master Fund, Ltd., AG Offshore Convertibles, Ltd., AG Domestic Convertibles, L.P., Citadel Equity Fund Ltd., and Citadel Credit Trading Ltd.†
4.3		Form of Notes issued under the Securities Purchase Agreement†
5.1		Opinion of Coudert Brothers LLP*
10.1		Exchange Agreement dated December 29, 2004 among the Company, WorldSpace, Inc., a Maryland corporation, WorldSpace International Network Inc. and Yenura Pte. Ltd.†
10.2		Loan Restructuring Agreement dated September 30, 2003 among Stonehouse Capital Ltd., WorldSpace, Inc., a Maryland corporation, WorldSpace International Network Inc. and WorldSpace Satellite Company Ltd., as amended by the First Amendment to the Loan Restructuring Agreement and Royalty Agreement dated September 28, 2004 among the same parties and the Second Amendment to the Loan Restructuring Agreement and Royalty Agreement dated December 30, 2004 among the same parties as well as the Company†
10.3		Royalty Agreement dated September 30, 2003 among Stonehouse Capital Ltd., WorldSpace, Inc., a Maryland corporation, WorldSpace International Network Inc. and WorldSpace Satellite Company Ltd., as amended by the First Amendment to the Loan Restructuring Agreement and Royalty Agreement dated September 28, 2004 among the same parties and the Second Amendment to the Loan Restructuring Agreement and Royalty Agreement dated December 30, 2004 among the same parties as well as the Company†
10.4	(a)	Warrant Agreement, dated as of July 11, 1994 and extended May 28, 1999, between Mr. Benno A. Ammann and the Company
10.4	(b)	Warrant Agreement, dated as of July 11, 1994 and extended May 28, 1999, between Mr. Ronald V. Mangravite and the Company
10.4	(c)	Warrant Agreement, dated as of July 11, 1994 and extended May 28, 1999, between Mr. Wondwossen Mesfin and the Company
10.4	(d)	Non-Qualified Shares Option Agreement, dated as of February 12, 1996, between Mr. Scott A. Katzmann and the Company

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Exhibit Index

Exhibit No.		Description
10.4	(e)	Non-Qualified Shares Option Agreement, dated as of February 12, 1996, between Ms. Donna Lozito and the Company
10.4	(f)	Non-Qualified Shares Option Agreement, dated as of February 12, 1996, between Lindsay A. Rosenwald, M.D. and the Company
10.4	(g)	Warrant Agreement, dated as of May 15, 2003, between Consultant and the Company
10.5		Memorandum of Agreement on Settlement dated as of February 25, 2005 among WorldSpace, Inc., WorldSpace Satellite Company Ltd. and Alcatel Space**†
10.6		Strategic Cooperation Agreement Between Analog Devices, Inc. and WorldSpace, Inc. For The Development And Marketing Of WorldSpace-Ready Analog DSP Platforms dated November 5, 2003†
10.7		Standard Production, Marketing and License Agreement for China WorldSpace PC Card and China WorldSpace Receiver dated August 18, 2001 between WorldSpace International Network Inc. and Xi’an Tongshi Technology Limited and Cooperation Agreement dated December 12, 2001 between WorldSpace Corporation and Xi’an Tongshi Technology Limited†
10.8		Supply Agreement and Standard WorldSpace Receiver Development, Production, Marketing and License Agreement, both dated December 1, 2000 between BPL Limited and WorldSpace International Network Inc.†
21.1		List of Subsidiaries of the Company*
23.1		Consent of Coudert Brothers LLP (filed as Exhibit 5.1 hereto)†
23.2		Consent of Grant Thornton LLP†
24.1		Power of Attorney (contained on signature page)†

* To be filed by amendment

** Confidential treatment requested

† Previously filed

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EX-10.4(A)

Exhibit 10.4(a)

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND ARE SUBJECT TO THE STANDARD RESTRICTIONS APPLICABLE UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

WORLDSPACE, INC.

STOCK PURCHASE WARRANT

JULY 11, 1994

WORLDSPACE, INC., a Maryland corporation (the “Company”), as consideration for value received, hereby certifies that Mr. Benno A. Ammann, or his assigns (the “Holder”), is entitled to purchase from the Company up to 30,000 shares of the Company’s capital stock evidenced by shares of Common Stock, at any time or from time to time during the period commencing at 9:00 A.M. Eastern time on July 12, 1994 and ending at 5:00 P.M., Eastern time on July 11, 1999 (the ‘Warrant Term”).

This warrant is issued in connection with a $30,000 loan that Holder has agreed to make.

As consideration for and a condition of extending to the Company the credit, Holder has required that the Company issue a Warrant to purchase 30,000 shares of the Company’s Common Stock.

1.0 Exercise of Warrant.

1.1 Manner of Exercise: Payment. This Warrant may be exercised by holder hereof, in whole or in part, during normal business hours on any business day during the period of the Warrant by surrendering the Warrant to the Company at its offices accompanied by payment in cash, certified check or official bank check payable to the order of the Company.

1.2 Exercise Price. The exercise price for the Warrant shall be $5 for every share which holder wishes to convert into the Company’s Common Stock under this Warrant Agreement. Payment shall be made in cash or check as designated under Section 1, Paragraph 1.1 above.

1.3 Delivery of Stock Certificates. After exercise of the Warrant, the Company shall cause to deliver

a) a certificate(s) for the number of duly authorized, validly issued, fully paid and nonassesssable shares to which the Holder shall be entitled as a result of the exercise; and

b) in case such exercise is in part only, a new warrant or warrants of like tenor dated the date hereof for the remaining shares that have not been exercised by the Holder.

2.0 Restrictions on Transfer.

2.1 Restrictive Legends. This Warrant and each certificate evidencing a Warrant Stock issued upon exercise of this Warrant shall bear the following legend:

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND ARE SUBJECT TO THE STANDARD RESTRICTIONS APPLICABLE UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE ABSENCE OF OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.

2.2 Termination of Restrictions. The restrictions imposed by this section shall cease and terminate (a) when such securities shall have been effectively registered under the Act or (b) when, in the opinions of the Holder and the Company’s counsel, such restrictions no longer are required to ensure compliance with the Act.

3.0 No Rights or Liabilities as Stockholder.

Nothing contained in this Warrant shall be construed as conferring upon the Holder any rights as a stockholder of the Company, or as imposing any obligation on the Holder to purchase any securities, or as imposing any liabilities on the Holder as a stockholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

4.0 Put and Call Provisions.

4.1 The Put Option. Anytime during the validity of this Warrant, the Holder shall have the right, but not the obligation, to require the Company to repurchase up to 100% of the Warrant stock issued upon the exercise of this Warrant at fair market value determined in accordance with section 4.3 below.

4.2 The Call Option. Anytime during the validity of this Warrant, the Company shall have the right, but not the obligation, to repurchase from the Holder up to 100% of the Warrant stock issued upon the exercise of this Warrant at fair market value determined in accordance with section 4.3 below.

4.3 Fair Market Value. The term fair market value shall mean the price for each share of put stock or call stock which would be paid by the highest bidder for such stock if sold in an arms-length transaction assuming that neither buyer nor seller were compelled to purchase the

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same. If the Company and the Holder do not agree at such market value they shall each appoint one reputable independent appraiser engaged in the business of the Company. If the two appraisals differ by no more than 20% of the larger amount, the results shall be averaged and that average shall be the fair market value. If, however, the two appraisals differ by more than 20%, then the two appraisers shall select a third appraiser experienced in the appraisal of the Company’s business and both parties will agree to be bound by the third and last appraisal.

5.0 Assignment of Warrant.

This Warrant is assignable by Holder. If properly assigned, this Warrant may be exercised by a new Holder without a new Warrant first having been issued. The Company may, without any obligations thereto, seek such proofs as it deems necessary to verify the validity of such assignments.

6.0 Miscellaneous.

This Warrant and any term hereof may be changed, waived, discharged or terminated only by a written instrument signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with the laws of the State of Maryland.

ATTEST:		For WORLDSPACE, INC.
By:	/s/ Tedros A. Lemma	By:	/s/ Noah A. Samara
	Tedros A. Lemma		Noah A. Samara
	Contracts Manager		President & CEO

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WORLDSPACE

May 28, 1999

Mr. Benno Ammann

Box 855

Middleburg, VA. 22117

Dear Mr. Ammann:

You are the holder of 30,000 WorldSpace, Inc. warrants. The current Warrant Agreement reflects an expiration date of July 11, 1999.

This is to advise you that the WorldSpace Inc. Board of Directors voted at its May 21 meeting to extend the option period. The new expiration date is July 11, 2006. This letter serves as formal notification of the extension. A new Warrant Agreement will not be generated.

Please don’t hesitate to call if you have any questions.

Sincerely,

/s/ Amber Zentis

Amber Zentis

Director, Investor Relations

2400 N. Street, N.W., Washington, DC 20037 Tel: (202) 969-6000 Fax (202) 969 6002

EX-10.4(B)

Exhibit 10.4(b)

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND ARE SUBJECT TO THE STANDARD RESTRICTIONS APPLICABLE UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

WORLDSPACE, INC.

STOCK PURCHASE WARRANT

JULY 11, 1994

WORLDSPACE, INC., a Maryland corporation (the “Company”), as consideration for value received, hereby certifies that Mr. Ronald V. Mangravite, or his assigns (the “Holder”), is entitled to purchase from the Company up to 80,000 shares of the Company’s capital stock evidenced by shares of Common Stock, at any time or from time to time during the period commencing at 9:00 A.M. Eastern time on July 12, 1994 and ending at 5:00 P.M., Eastern time on July 11, 1999 (the ‘Warrant Term”).

This warrant is issued in connection with a $80,000 loan that Holder has agreed to make and the Company has evidenced with a August 9, 1994 Promissory Note.

As consideration for and a condition of extending to the Company the credit evidenced by the Promissory Note, Holder has required that the Company issue a Warrant to purchase 80,000 shares of the Company’s Common Stock.

1.0 Exercise of Warrant.

1.1 Manner of Exercise: Payment. This Warrant may be exercised by holder hereof, in whole or in part, during normal business hours on any business day during the period of the Warrant by surrendering the Warrant to the Company at its offices accompanied by payment in cash, certified check or official bank check payable to the order of the Company.

1.2 Exercise Price. The exercise price for the Warrant shall be $5 for every share which holder wishes to convert into the Company’s Common Stock under this Warrant Agreement. Payment shall be made in cash or check as designated under Section 1, Paragraph 1.1 above.

1.3 Delivery of Stock Certificates. After exercise of the Warrant, the Company shall cause to deliver

a) a certificate(s) for the number of duly authorized, validly issued, fully paid and nonassesssable shares to which the Holder shall be entitled as a result of the exercise; and

b) in case such exercise is in part only, a new warrant or warrants of like tenor dated the date hereof for the remaining shares that have not been exercised by the Holder.

2.0 Restrictions on Transfer.

2.1 Restrictive Legends. This Warrant and each certificate evidencing a Warrant Stock issued upon exercise of this Warrant shall bear the following legend:

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND ARE SUBJECT TO THE STANDARD RESTRICTIONS APPLICABLE UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE ABSENCE OF OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.

2.2 Termination of Restrictions. The restrictions imposed by this section shall cease and terminate (a) when such securities shall have been effectively registered under the Act or (b) when, in the opinions of the Holder and the Company’s counsel, such restrictions no longer are required to ensure compliance with the Act.

3.0 No Rights or Liabilities as Stockholder.

Nothing contained in this Warrant shall be construed as conferring upon the Holder any rights as a stockholder of the Company, or as imposing any obligation on the Holder to purchase any securities, or as imposing any liabilities on the Holder as a stockholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

4.0 Put and Call Provisions.

4.1 The Put Option. Anytime during the validity of this Warrant, the Holder shall have the right, but not the obligation, to require the Company to repurchase up to 100% of the Warrant stock issued upon the exercise of this Warrant at fair market value determined in accordance with section 4.3 below.

4.2 The Call Option. Anytime during the validity of this Warrant, the Company shall have the right, but not the obligation, to repurchase from the Holder up to 100% of the Warrant stock issued upon the exercise of this Warrant at fair market value determined in accordance with section 4.3 below.

4.3 Fair Market Value. The term fair market value shall mean the price for each share of put stock or call stock which would be paid by the highest bidder for such stock if sold in an arms-length transaction assuming that neither buyer nor seller were compelled to purchase the

2

same. If the Company and the Holder do not agree at such market value they shall each appoint one reputable independent appraiser engaged in the business of the Company. If the two appraisals differ by no more than 20% of the larger amount, the results shall be averaged and that average shall be the fair market value. If, however, the two appraisals differ by more than 20%, then the two appraisers shall select a third appraiser experienced in the appraisal of the Company’s business and both parties will agree to be bound by the third and last appraisal.

5.0 Assignment of Warrant.

This Warrant is assignable by Holder. If properly assigned, this Warrant may be exercised by a new Holder without a new Warrant first having been issued. The Company may, without any obligations thereto, seek such proofs as it deems necessary to verify the validity of such assignments.

6.0 Miscellaneous.

This Warrant and any term hereof may be changed, waived, discharged or terminated only by a written instrument signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with the laws of the State of Maryland.

ATTEST:		For WORLDSPACE, INC.
By:	/s/ Tedros A. Lemma	By:	/s/ Noah A. Samara
	Tedros A. Lemma		Noah A. Samara
	Contracts Manager		President & CEO

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WORLDSPACE

May 28, 1999

Mrs. Ron Mangravite

Whitt Road

Leicester, N.C. 28748

Dear Mrs. Mangravite:

You, via the original agreement with Mr. Ron Mangravite, are the holder of 80,000 WorldSpace, Inc. options. Your current Option Agreement reflects an expiration date of July 11, 1999.

This is to advise you that the WorldSpace Inc. Board of Directors voted at its May 21 meeting to extend the option period. The new expiration date is July 11, 2006. This letter serves as formal notification of the extension. A new Warrant Agreement will not be generated.

Please don’t hesitate to call if you have any questions.

Sincerely,

/s/ Amber Zentis

Amber Zentis

Director, Investor Relations

2400 N. Street, N.W., Washington, DC 20037 Tel: (202) 969-6000 Fax (202) 969 6002

EX-10.4(C)

Exhibit 10.4(c)

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND ARE SUBJECT TO THE STANDARD RESTRICTIONS APPLICABLE UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

WORLDSPACE, INC.

STOCK PURCHASE WARRANT

JULY 11, 1994

WORLDSPACE, INC., a Maryland corporation (the “Company”), as consideration for value received, hereby certifies that Mr. Wondwossen Mesfin, or his assigns (the “Holder”), is entitled to purchase from the Company up to 20,000 shares of the Company’s capital stock evidenced by shares of Common Stock, at any time or from time to time during the period commencing at 9:00 A.M. Eastern time on July 12, 1994 and ending at 5:00 P.M., Eastern time on July 11, 1999 (the ‘Warrant Term”).

This warrant is issued in connection with a $20,000 loan that Holder has agreed to make and the Company has evidenced with a July 31, 1994 AfriSpace post-dated check to cover the loan and interest which the Company expects to borrow from Holder for working capital.

As consideration for and a condition of extending to the Company the credit evidenced by the post-dated check, Holder has required that the Company issue a Warrant to purchase 20,000 shares of the Company’s Common Stock.

1.0 Exercise of Warrant.

1.1 Manner of Exercise: Payment. This Warrant may be exercised by holder hereof, in whole or in part, during normal business hours on any business day during the period of the Warrant by surrendering the Warrant to the Company at its offices accompanied by payment in cash, certified check or official bank check payable to the order of the Company.

1.2 Exercise Price. The exercise price for the Warrant shall be $5 for every share which holder wishes to convert into the Company’s Common Stock under this Warrant Agreement. Payment shall be made in cash or check as designated under Section 1, Paragraph 1.1 above.

1.3 Delivery of Stock Certificates. After exercise of the Warrant, the Company shall cause to deliver

a) a certificate(s) for the number of duly authorized, validly issued, fully paid and nonassesssable shares to which the Holder shall be entitled as a result of the exercise; and

b) in case such exercise is in part only, a new warrant or warrants of like tenor dated the date hereof for the remaining shares that have not been exercised by the Holder.

2.0 Restrictions on Transfer.

2.1 Restrictive Legends. This Warrant and each certificate evidencing a Warrant Stock issued upon exercise of this Warrant shall bear the following legend:

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND ARE SUBJECT TO THE STANDARD RESTRICTIONS APPLICABLE UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE ABSENCE OF OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.

2.2 Termination of Restrictions. The restrictions imposed by this section shall cease and terminate (a) when such securities shall have been effectively registered under the Act or (b) when, in the opinions of the Holder and the Company’s counsel, such restrictions no longer are required to ensure compliance with the Act.

3.0 No Rights or Liabilities as Stockholder.

Nothing contained in this Warrant shall be construed as conferring upon the Holder any rights as a stockholder of the Company, or as imposing any obligation on the Holder to purchase any securities, or as imposing any liabilities on the Holder as a stockholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

4.0 Put and Call Provisions.

4.1 The Put Option. Anytime during the validity of this Warrant, the Holder shall have the right, but not the obligation, to require the Company to repurchase up to 100% of the Warrant stock issued upon the exercise of this Warrant at fair market value determined in accordance with section 4.3 below.

4.2 The Call Option. Anytime during the validity of this Warrant, the Company shall have the right, but not the obligation, to repurchase from the Holder up to 100% of the Warrant stock issued upon the exercise of this Warrant at fair market value determined in accordance with section 4.3 below.

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4.3 Fair Market Value. The term fair market value shall mean the price for each share of put stock or call stock which would be paid by the highest bidder for such stock if sold in an arms-length transaction assuming that neither buyer nor seller were compelled to purchase the same. If the Company and the Holder do not agree at such market value they shall each appoint one reputable independent appraiser engaged in the business of the Company. If the two appraisals differ by no more than 20% of the larger amount, the results shall be averaged and that average shall be the fair market value. If, however, the two appraisals differ by more than 20%, then the two appraisers shall select a third appraiser experienced in the appraisal of the Company’s business and both parties will agree to be bound by the third and last appraisal.

5.0 Assignment of Warrant.

This Warrant is assignable by Holder. If properly assigned, this Warrant may be exercised by a new Holder without a new Warrant first having been issued. The Company may, without any obligations thereto, seek such proofs as it deems necessary to verify the validity of such assignments.

6.0 Miscellaneous.

This Warrant and any term hereof may be changed, waived, discharged or terminated only by a written instrument signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with the laws of the State of Maryland.

ATTEST:		For WORLDSPACE, INC.
By:	/s/ Tedros A. Lemma	By:	/s/ Noah A. Samara
	Tedros A. Lemma		Noah A. Samara
	Contracts Manager		President & CEO

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WORLDSPACE

May 28, 1999

Mr. Wond Wossen Mesfin

Transnational Computer Technology

100 N. Seplveda Blvd., 17th Fl

El Segundo, CA 90245-4359

Dear Mr. Mesfin:

You are the holder of 20,000 WorldSpace, Inc. options. The current Warrant Agreement reflects an expiration date of July 11, 1999.

This is to advise you that the WorldSpace Inc. Board of Directors voted at its May 21 meeting to extend the option period. The new expiration date is July 11, 2006. This letter serves as formal notification of the extension. A new Warrant Agreement will not be generated.

Please don’t hesitate to call if you have any questions.

Sincerely,

/s/ Amber Zentis

Amber Zentis

Director, Investor Relations

2400 N. Street, N.W., Washington, DC 20037 Tel: (202) 969-6000 Fax (202) 969 6002

EX-10.4(D)

Exhibit 10.4(d)

WorldSpace Inc.

1996 Shares Option Plan

NON-QUALIFIED SHARES OPTION

Granted To

Scott A. Katzmann

Optionee

Number of Shares 150,000	Price per Share $1.66
DATE GRANTED: February l2, 1996	EXPIRATION DATE: March 11, 2007

NON-QUALIFIED SHARES OPTION AGREEMENT

AGREEMENT made as of this 12th day of February, 1996 (the “Date of Grant”) between WorldSpace Inc., a Maryland corporation (hereinafter referred to as the “Company”), and Scott A. Katzmann (hereinafter referred to as “Holder”).

W I T N E S S E T H

WHEREAS, the Company desires, in connection with the retainer of Paramount Capital, Inc. (Paramount) as its financial advisor and in accordance with the 1996 Shares Option Plan (the “Plan”), to provide Paramount and/or its designees with an opportunity to acquire Class B Ordinary Shares, $0.01 par value (hereinafter referred to as “Common Shares”), of the Company on favorable terms and thereby increase its proprietary interest in the continued progress and success of the business of the Company; and

WHEREAS, Paramount has designated the Holder to receive 150,000 shares set forth herein.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Company and Paramount hereby agree as follows:

1. Confirmation of Grant of Option. Pursuant to a Financial Advisory Agreement dated February 12, 1996, between the Company and Paramount (the “Advisory Agreement”), the Company, subject to this Agreement, hereby grants to Scott A. Katzmann as a matter of separate inducement and agreement, and in addition to and not in lieu of fees or other compensation for services, the right to purchase (hereinafter referred to as the “Option”) an aggregate of up to 150,000 Common Shares (such shares hereinafter being referred to as the “Shares”).

2. Purchase Price. The purchase price of Common Shares covered by the Option will be one dollar and sixty-six cents ($1.66) per share, subject to adjustment as provided in the Plan.

3. Exercise of Option. (a) The Option shall not be exercisable immediately. (b) The Option may be exercised pursuant to the provisions of this Section 4, by notice and payment to the Company as provided in Sections 8 and 13 hereof.

4. Term of Option. The term of the Option shall be for a period of ten (10) years from the Date of Grant, subject to earlier termination or cancellation as provided in this Agreement. This Option, to the extent unexercised, shall expire on the day immediately prior to the tenth (10th) anniversary of the Date of Grant. The holder of the Option shall not have any rights to dividends or any other rights of a shareholder with respect to any Common Shares subject to the Option until such shares shall have been issued to it (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Company) provided that the date of issuance shall not be earlier than the date this Option is exercised and provision of the full purchase price of the Common Shares (with respect to which this Option is exercised) is made to the Company.

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5. Non-transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except (i) as may be permitted by the Company or (ii) to any employee or agent of Paramount. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted without the permission of the Company, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 6 will not prejudice any rights or remedies which the Company or any parent or subsidiary of the Company may have under this Agreement or otherwise.

6. Registration. The Common Shares subject hereto and issuable upon the exercise hereof may not be registered under the Securities Act of 1933, as amended, and, if required upon the request of counsel to the Company, Paramount will give a representation as to its investment intent with respect to such shares prior to their issuance as set forth in Section 8 hereof.

The Company may register or qualify the Common Shares covered by the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to or after the exercise in whole or in part of the Option.

7. Method of Exercise Option. (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit A hereto (the “Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such Notice shall:

(i) state the election to exercise the Option and the number of shares with respect to which is its being exercised;

(ii) contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel to the Company;

(iii) be signed by Paramount and/or its designees, and, if the Option is being exercised by any person or persons other than Paramount, be accompanied by proof, satisfactory to counsel to the Company, of the right of such other person or persons to exercise the Option;

(iv) include payment of the full purchase price for the Common Shares to be purchased pursuant to such exercise of the Option; and

(v) be received by the Company on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Company’s executive office in Washington, D. C., then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

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(b) Payment of the purchase price of such Common Shares, in respect of which the Option shall be exercised, shall be made by Paramount or such person or persons at the place specified by the Company on the date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of Common Shares (or certificates accompanied by an appropriate shares power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of Common Shares to be acquired upon the exercise of this Option a specified number of such Common Shares with a value equal to the exercise price of the options being exercised, (iv) by any form of “cashless” exercise or (v) by any combination of the above.

(c) For purposes of determining the value of any stock tendered pursuant to any of Section 8, b(ii) and b(v), the then Current Market Price per share (the “Current Market Price”) shall be deemed to be the last sale price of the Common Stock on the trading day prior to such date or, in case no such reported sales takes place on such day, the average of the last reported bid and asked prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the representative closing sale price of the Common Stock as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”), or other similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, the high per share sale price for the Common Stock in over-the-counter market as reported by the National Quotation Bureau or similar organization, or if not so available, the fair market value of the Common Stock as determined in good faith by the Board of Directors.

(d) The Option shall be deemed to have been exercised with respect to any particular Common Shares if, and only if, the preceding provisions of this Section 8 and the provisions of Section 9 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 8 shall be void and of no effect if all of the preceding provisions of this Section 8 and the provisions of Section 9 shall not have been complied with.

(e) The certificate or certificates for Common Shares as to which the Option shall be exercised will be registered in the name of Holder and will be delivered as soon as practical after the date of Notice is received by the Company (accompanied by full payment of the exercise price), but only upon compliance with all the provisions of this Agreement.

(f) If Holder fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, Holder’s right to exercise the Option with respect to such undelivered Shares maybe terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full Shares.

(g) The Company shall not be required to issue or deliver any certificate or certificates for its Common Shares purchased upon the exercise of any part of this Option prior to the payment of the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or

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any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by Holder in cash or, with the consent of the Company, by tendering to the Company Common Shares equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the Common Shares to be delivered to Holder pursuant to an exercise of this Option a number of Common Shares equal in value to the amount of the required withholding.

8. Approval of Counsel. The exercise of the Option and the issuance and delivery of Common Shares pursuant thereto shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any shares exchange on which the Common Shares may then be listed.

9. Resale of Common Shares. (a) If so requested by the Company, upon any sale or transfer of the Common Shares purchased upon exercise of the Option, Holder shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that either (i) the Common Shares to be sold or transferred has been registered under the Securities Act of 1933, as amended, and that there is in effect a current prospectus meeting the requirements of Section 10(a) of said Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Shares to be sold or transferred, or (ii) such Common Shares may then be sold without violating Section 5 of said Act.

(b) The Common Shares issued upon exercise of the Option shall bear the following legend if required by counsel for the Company:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY SUCH REGISTRATION IS NOT REQUIRED.

10. Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of shares of the Common Shares as will be sufficient to satisfy the requirements of this Agreement.

11. Limitation of Action. Holder and the Company each acknowledges that every right of action accruing to it and arising out of or in connection with this Agreement against the Company or a parent or subsidiary of the Company, on the one hand, or against Holder, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.

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12. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to it at 2400 N Street, NW, Washington, D.C. 20037, Attn: Donald J. Frickel, General Counsel. All notices to Holder shall be addressed to him c/o Paramount Capital, Inc., at 787 48^th Floor 7^th Avenue, New York, NY 10019 Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

13. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed by Holder and all rights granted to the Company under this Agreement shall be binding upon Holder’s successors.

14. Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

15. GOVERNING LAW. THIS AGREEMENT WILL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. Definitions. Unless otherwise defined herein, all capitalized terms shall have the same definitions as set forth under the Plan.

17. Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

IN WITNESS WHEREOF, the Company and Scott A. Katzmann have each caused this Agreement to be executed by authorized representatives as of the date, month and year written below.

WorldSpace Inc.		Scott A. Katzmann
Name:	/s/ Julio Mazzarella	Name:	/s/ Scott A. Katzmann
Title:	Chief Financial Officer	Title:
Date:	March 30, 1999	Date:	4/15/99

ATTEST:

/s/ Christine L. Hubbell

Christine L. Hubbell

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EXHIBIT A

Notice

NON-QUALIFIED SHARES OPTION EXERCISE FORM

[DATE]

World Space Inc.

2400 N Street, N.W.

Suite 819

Washington, D.C. 20037

Attention: Mr. Donald J. Frickel

Dear Sirs:

Pursuant to the provisions of the Non-Qualified Shares Option Agreement dated February 12, 1996, whereby you have granted to Scott A. Katzmann, a designee of Paramount Capital Inc. (“Paramount”), a non-qualified shares option to purchase up to 150,000 Common Shares of WorldSpace Inc. (the “Company”), Scott A. Katzmann hereby notifies you that she elects to exercise the option to purchase                      of the shares covered by such Option at the price specified therein. In full payment of the price for the shares being purchased hereby, we are delivering to you herewith a certified or bank cashier’s check payable to the order of the Company in the amount of $                . We hereby acknowledge that we are purchasing these shares for investment purposes only and not for resale.

Very truly yours,
SCOTT A. KATZMANN
By:
	Name:
	Title:
[Address]
(For notices, reports, dividend checks and other communications to shareholders.)

SUBSCRIPTION

The undersigned,                     , pursuant to the provisions of the foregoing Warrant hereby agrees to subscribe for and purchase                      shares of the Common Stock, par value $.001 per share, of the WorldSpace Inc. covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant.

Dated:	Signature:
	Address:

CASHLESS EXERCISE

The undersigned                     , pursuant to the provisions of the foregoing Warrant, hereby elects to exchange its Warrant for                      shares of Common Stock, par value $.001 per share, of WorldSpace Inc. pursuant to the Cashless Exercise provisions of the Warrant.

Dated:	Signature:
	Address:

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Assignment

FOR VALUE RECEIVED                     hereby sells, assigns and transfers unto                      the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint                     , attorney, to transfer said Warrant on the books of WorldSpace Inc.

Dated:	Signature:
	Address:

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EX-10.4(E)

Exhibit 10.4(e)

WorldSpace Inc.

1996 Shares Option Plan

NON-QUALIFIED SHARES OPTION

Granted To

Donna Lozito

Optionee

Number of Shares 3,000	Price per Share $1.66
DATE GRANTED: February l2, 1996	EXPIRATION DATE: March 11, 2007

NON-QUALIFIED SHARES OPTION AGREEMENT

AGREEMENT made as of this 12th day of February, 1996 (the “Date of Grant”) between WorldSpace Inc., a Maryland corporation (hereinafter referred to as the “Company”), and Donna Lozito (hereinafter referred to as “Holder”).

W I T N E S S E T H

WHEREAS, the Company desires, in connection with the retainer of Paramount Capital, Inc. (Paramount) as its financial advisor and in accordance with the 1996 Shares Option Plan (the “Plan”), to provide Paramount and/or its designees with an opportunity to acquire Class B Ordinary Shares, $0.01 par value (hereinafter referred to as “Common Shares”), of the Company on favorable terms and thereby increase its proprietary interest in the continued progress and success of the business of the Company; and

WHEREAS, Paramount has designated the Holder to receive 3,000 shares set forth herein.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Company and Paramount hereby agree as follows:

1. Confirmation of Grant of Option. Pursuant to a Financial Advisory Agreement dated February 12, 1996, between the Company and Paramount (the “Advisory Agreement”), the Company, subject to this Agreement, hereby grants to Donna Lozito as a matter of separate inducement and agreement, and in addition to and not in lieu of fees or other compensation for services, the right to purchase (hereinafter referred to as the “Option”) an aggregate of up to 3,000 Common Shares (such shares hereinafter being referred to as the “Shares”).

2. Purchase Price. The purchase price of Common Shares covered by the Option will be one dollar and sixty-six cents ($1.66) per share, subject to adjustment as provided in the Plan.

3. Exercise of Option. (a) The Option shall not be exercisable immediately. (b) The Option may be exercised pursuant to the provisions of this Section 4, by notice and payment to the Company as provided in Sections 8 and 13 hereof.

4. Term of Option. The term of the Option shall be for a period of ten (10) years from the Date of Grant, subject to earlier termination or cancellation as provided in this Agreement. This Option, to the extent unexercised, shall expire on the day immediately prior to the tenth (10th) anniversary of the Date of Grant. The holder of the Option shall not have any rights to dividends or any other rights of a shareholder with respect to any Common Shares subject to the Option until such shares shall have been issued to it (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Company) provided that the date of issuance shall not be earlier than the date this Option is exercised and provision of the full purchase price of the Common Shares (with respect to which this Option is exercised) is made to the Company.

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5. Non-transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except (i) as may be permitted by the Company or (ii) to any employee or agent of Paramount. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted without the permission of the Company, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 6 will not prejudice any rights or remedies which the Company or any parent or subsidiary of the Company may have under this Agreement or otherwise.

6. Registration. The Common Shares subject hereto and issuable upon the exercise hereof may not be registered under the Securities Act of 1933, as amended, and, if required upon the request of counsel to the Company, Paramount will give a representation as to its investment intent with respect to such shares prior to their issuance as set forth in Section 8 hereof.

The Company may register or qualify the Common Shares covered by the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to or after the exercise in whole or in part of the Option.

7. Method of Exercise Option. (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit A hereto (the “Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such Notice shall:

(i) state the election to exercise the Option and the number of shares with respect to which is its being exercised;

(ii) contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel to the Company;

(iii) be signed by Paramount and/or its designees, and, if the Option is being exercised by any person or persons other than Paramount, be accompanied by proof, satisfactory to counsel to the Company, of the right of such other person or persons to exercise the Option;

(iv) include payment of the full purchase price for the Common Shares to be purchased pursuant to such exercise of the Option; and

(v) be received by the Company on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Company’s executive office in Washington, D. C., then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

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(b) Payment of the purchase price of such Common Shares, in respect of which the Option shall be exercised, shall be made by Paramount or such person or persons at the place specified by the Company on the date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of Common Shares (or certificates accompanied by an appropriate shares power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of Common Shares to be acquired upon the exercise of this Option a specified number of such Common Shares with a value equal to the exercise price of the options being exercised, (iv) by any form of “cashless” exercise or (v) by any combination of the above.

(c) For purposes of determining the value of any stock tendered pursuant to any of Section 8, b(ii) and b(v), the then Current Market Price per share (the “Current Market Price”) shall be deemed to be the last sale price of the Common Stock on the trading day prior to such date or, in case no such reported sales takes place on such day, the average of the last reported bid and asked prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the representative closing sale price of the Common Stock as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”), or other similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, the high per share sale price for the Common Stock in over-the-counter market as reported by the National Quotation Bureau or similar organization, or if not so available, the fair market value of the Common Stock as determined in good faith by the Board of Directors.

(d) The Option shall be deemed to have been exercised with respect to any particular Common Shares if, and only if, the preceding provisions of this Section 8 and the provisions of Section 9 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 8 shall be void and of no effect if all of the preceding provisions of this Section 8 and the provisions of Section 9 shall not have been complied with.

(e) The certificate or certificates for Common Shares as to which the Option shall be exercised will be registered in the name of Holder and will be delivered as soon as practical after the date of Notice is received by the Company (accompanied by full payment of the exercise price), but only upon compliance with all the provisions of this Agreement.

(f) If Holder fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, Holder’s right to exercise the Option with respect to such undelivered Shares maybe terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full Shares.

(g) The Company shall not be required to issue or deliver any certificate or certificates for its Common Shares purchased upon the exercise of any part of this Option prior to the payment of the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or

4

any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by Holder in cash or, with the consent of the Company, by tendering to the Company Common Shares equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the Common Shares to be delivered to Holder pursuant to an exercise of this Option a number of Common Shares equal in value to the amount of the required withholding.

8. Approval of Counsel. The exercise of the Option and the issuance and delivery of Common Shares pursuant thereto shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any shares exchange on which the Common Shares may then be listed.

9. Resale of Common Shares. (a) If so requested by the Company, upon any sale or transfer of the Common Shares purchased upon exercise of the Option, Holder shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that either (i) the Common Shares to be sold or transferred has been registered under the Securities Act of 1933, as amended, and that there is in effect a current prospectus meeting the requirements of Section 10(a) of said Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Shares to be sold or transferred, or (ii) such Common Shares may then be sold without violating Section 5 of said Act.

(b) The Common Shares issued upon exercise of the Option shall bear the following legend if required by counsel for the Company:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY SUCH REGISTRATION IS NOT REQUIRED.

10. Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of shares of the Common Shares as will be sufficient to satisfy the requirements of this Agreement.

11. Limitation of Action. Holder and the Company each acknowledges that every right of action accruing to it and arising out of or in connection with this Agreement against the Company or a parent or subsidiary of the Company, on the one hand, or against Holder, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.

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12. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to it at 2400 N Street, NW, Washington, D.C. 20037, Attn: Donald J. Frickel, General Counsel. All notices to Holder shall be addressed to him c/o Paramount Capital, Inc., at 787 48^th Floor 7^th Avenue, New York, NY 10019 Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

13. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed by Holder and all rights granted to the Company under this Agreement shall be binding upon Holder’s successors.

14. Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

15. GOVERNING LAW. THIS AGREEMENT WILL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. Definitions. Unless otherwise defined herein, all capitalized terms shall have the same definitions as set forth under the Plan.

17. Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

IN WITNESS WHEREOF, the Company and Donna Lozito have each caused this Agreement to be executed by authorized representatives as of the date, month and year written below.

WorldSpace Inc.		Donna Lozito
Name:	/s/    Benno A. Ammann	Name:
Title:	Chief Financial Officer	Title:
Date:	11-19-99	Date:
ATTEST:
/s/    Joseph P. Pembroke

6

EXHIBIT A

Notice

NON-QUALIFIED SHARES OPTION EXERCISE FORM

[DATE]

World Space Inc.

2400 N Street, N.W.

Suite 819

Washington, D.C. 20037

Attention: Mr. Donald J. Frickel

Dear Sirs:

Pursuant to the provisions of the Non-Qualified Shares Option Agreement dated February 12, 1996, whereby you have granted to Donna Lozito, a designee of Paramount Capital Inc. (“Paramount”), a non-qualified shares option to purchase up to 3,000 Common Shares of WorldSpace Inc. (the “Company”), Donna Lozito hereby notifies you that she elects to exercise the option to purchase                      of the shares covered by such Option at the price specified therein. In full payment of the price for the shares being purchased hereby, we are delivering to you herewith a certified or bank cashier’s check payable to the order of the Company in the amount of $                    . We hereby acknowledge that we are purchasing these shares for investment purposes only and not for resale.

Very truly yours,
DONNA LOZITO
By:
	Name:
	Title:

[Address]

(For notices, reports, dividend checks

and other communications to shareholders.)

SUBSCRIPTION

The undersigned,                     , pursuant to the provisions of the foregoing Warrant hereby agrees to subscribe for and purchase                      shares of the Common Stock, par value $.001 per share, of the WorldSpace Inc. covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant.

Dated:	Signature:
	Address:

CASHLESS EXERCISE

The undersigned                     , pursuant to the provisions of the foregoing Warrant, hereby elects to exchange its Warrant for                      shares of Common Stock, par value $.001 per share, of WorldSpace Inc. pursuant to the Cashless Exercise provisions of the Warrant.

Dated:	Signature:
	Address:

8

Assignment

FOR VALUE RECEIVED                     hereby sells, assigns and transfers unto                      the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint                     , attorney, to transfer said Warrant on the books of WorldSpace Inc.

Dated:	Signature:
	Address:

9

EX-10.4(F)

Exhibit 10.4(f)

WorldSpace Inc.

1996 Shares Option Plan

NON-QUALIFIED SHARES OPTION

Granted To

Lindsay A. Rosenwald, M.D.

Optionee

Number of Shares 135,000	Price per Share $1.66
DATE GRANTED: February l2, 1996	EXPIRATION DATE: March 11, 2007

NON-QUALIFIED SHARES OPTION AGREEMENT

AGREEMENT made as of this 12th day of February, 1996 (the “Date of Grant”) between WorldSpace Inc., a Maryland corporation (hereinafter referred to as the “Company”), and Lindsay A. Rosenwald, M.D. (hereinafter referred to as “Holder”).

W I T N E S S E T H

WHEREAS, the Company desires, in connection with the retainer of Paramount Capital, Inc. (Paramount) as its financial advisor and in accordance with the 1996 Shares Option Plan (the “Plan”), to provide Paramount and/or its designees with an opportunity to acquire Class B Ordinary Shares, $0.01 par value (hereinafter referred to as “Common Shares”), of the Company on favorable terms and thereby increase its proprietary interest in the continued progress and success of the business of the Company; and

WHEREAS, Paramount has designated the Holder to receive 135,000 shares set forth herein.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Company and Paramount hereby agree as follows:

1. Confirmation of Grant of Option. Pursuant to a Financial Advisory Agreement dated February 12, 1996, between the Company and Paramount (the “Advisory Agreement”), the Company, subject to this Agreement, hereby grants to Lindsay A. Rosenwald, M.D. as a matter of separate inducement and agreement, and in addition to and not in lieu of fees or other compensation for services, the right to purchase (hereinafter referred to as the “Option”) an aggregate of up to 135,000 Common Shares (such shares hereinafter being referred to as the “Shares”).

2. Purchase Price. The purchase price of Common Shares covered by the Option will be one dollar and sixty-six cents ($1.66) per share, subject to adjustment as provided in the Plan.

3. Exercise of Option. (a) The Option shall not be exercisable immediately. (b) The Option may be exercised pursuant to the provisions of this Section 4, by notice and payment to the Company as provided in Sections 8 and 13 hereof.

4. Term of Option. The term of the Option shall be for a period of ten (10) years from the Date of Grant, subject to earlier termination or cancellation as provided in this Agreement. This Option, to the extent unexercised, shall expire on the day immediately prior to the tenth (10th) anniversary of the Date of Grant. The holder of the Option shall not have any rights to dividends or any other rights of a shareholder with respect to any Common Shares subject to the Option until such shares shall have been issued to it (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Company) provided that the date of issuance shall not be earlier than the date this Option is exercised and provision of the full purchase price of the Common Shares (with respect to which this Option is exercised) is made to the Company.

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5. Non-transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except (i) as may be permitted by the Company or (ii) to any employee or agent of Paramount. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted without the permission of the Company, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 6 will not prejudice any rights or remedies which the Company or any parent or subsidiary of the Company may have under this Agreement or otherwise.

6. Registration. The Common Shares subject hereto and issuable upon the exercise hereof may not be registered under the Securities Act of 1933, as amended, and, if required upon the request of counsel to the Company, Paramount will give a representation as to its investment intent with respect to such shares prior to their issuance as set forth in Section 8 hereof.

The Company may register or qualify the Common Shares covered by the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to or after the exercise in whole or in part of the Option.

7. Method of Exercise Option. (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit A hereto (the “Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such Notice shall:

(i) state the election to exercise the Option and the number of shares with respect to which is its being exercised;

(ii) contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel to the Company;

(iii) be signed by Paramount and/or its designees, and, if the Option is being exercised by any person or persons other than Paramount, be accompanied by proof, satisfactory to counsel to the Company, of the right of such other person or persons to exercise the Option;

(iv) include payment of the full purchase price for the Common Shares to be purchased pursuant to such exercise of the Option; and

(v) be received by the Company on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Company’s executive office in Washington, D. C., then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

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(b) Payment of the purchase price of such Common Shares, in respect of which the Option shall be exercised, shall be made by Paramount or such person or persons at the place specified by the Company on the date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of Common Shares (or certificates accompanied by an appropriate shares power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of Common Shares to be acquired upon the exercise of this Option a specified number of such Common Shares with a value equal to the exercise price of the options being exercised, (iv) by any form of “cashless” exercise or (v) by any combination of the above.

(c) For purposes of determining the value of any stock tendered pursuant to any of Section 8, b(ii) and b(v), the then Current Market Price per share (the “Current Market Price”) shall be deemed to be the last sale price of the Common Stock on the trading day prior to such date or, in case no such reported sales takes place on such day, the average of the last reported bid and asked prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the representative closing sale price of the Common Stock as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”), or other similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, the high per share sale price for the Common Stock in over-the-counter market as reported by the National Quotation Bureau or similar organization, or if not so available, the fair market value of the Common Stock as determined in good faith by the Board of Directors.

(d) The Option shall be deemed to have been exercised with respect to any particular Common Shares if, and only if, the preceding provisions of this Section 8 and the provisions of Section 9 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 8 shall be void and of no effect if all of the preceding provisions of this Section 8 and the provisions of Section 9 shall not have been complied with.

(e) The certificate or certificates for Common Shares as to which the Option shall be exercised will be registered in the name of Holder and will be delivered as soon as practical after the date of Notice is received by the Company (accompanied by full payment of the exercise price), but only upon compliance with all the provisions of this Agreement.

(f) If Holder fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, Holder’s right to exercise the Option with respect to such undelivered Shares maybe terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full Shares.

(g) The Company shall not be required to issue or deliver any certificate or certificates for its Common Shares purchased upon the exercise of any part of this Option prior to the payment of the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or

4

any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by Holder in cash or, with the consent of the Company, by tendering to the Company Common Shares equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the Common Shares to be delivered to Holder pursuant to an exercise of this Option a number of Common Shares equal in value to the amount of the required withholding.

8. Approval of Counsel. The exercise of the Option and the issuance and delivery of Common Shares pursuant thereto shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any shares exchange on which the Common Shares may then be listed.

9. Resale of Common Shares. (a) If so requested by the Company, upon any sale or transfer of the Common Shares purchased upon exercise of the Option, Holder shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that either (i) the Common Shares to be sold or transferred has been registered under the Securities Act of 1933, as amended, and that there is in effect a current prospectus meeting the requirements of Section 10(a) of said Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Shares to be sold or transferred, or (ii) such Common Shares may then be sold without violating Section 5 of said Act.

(b) The Common Shares issued upon exercise of the Option shall bear the following legend if required by counsel for the Company:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY SUCH REGISTRATION IS NOT REQUIRED.

10. Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of shares of the Common Shares as will be sufficient to satisfy the requirements of this Agreement.

11. Limitation of Action. Holder and the Company each acknowledges that every right of action accruing to it and arising out of or in connection with this Agreement against the Company or a parent or subsidiary of the Company, on the one hand, or against Holder, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.

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12. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address. All notices to the Company or the Committee shall be addressed to it at 2400 N Street, NW, Washington, D.C. 20037, Attn: Donald J. Frickel, General Counsel. All notices to Holder shall be addressed to him c/o Paramount Capital, Inc., at 787 48^th Floor 7^th Avenue, New York, NY 10019 Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

13. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed by Holder and all rights granted to the Company under this Agreement shall be binding upon Holder’s successors.

14. Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

15. GOVERNING LAW. THIS AGREEMENT WILL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. Definitions. Unless otherwise defined herein, all capitalized terms shall have the same definitions as set forth under the Plan.

17. Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

IN WITNESS WHEREOF, the Company and Lindsay A. Rosenwald, M.D. have each caused this Agreement to be executed by authorized representatives as of the date, month and year written below.

WorldSpace Inc.		Lindsay A. Rosenwald, M.D.
Name:	/s/ Benno A. Ammann	Name:
Title:	Chief Financial Officer	Title:
Date:	11-19-1999	Date:
ATTEST:
/s/ Joseph P. Pembroke

6

EXHIBIT A

Notice

NON-QUALIFIED SHARES OPTION EXERCISE FORM

[DATE]

World Space Inc.

2400 N Street, N.W.

Suite 819

Washington, D.C. 20037

Attention: Mr. Donald J. Frickel

Dear Sirs:

Pursuant to the provisions of the Non-Qualified Shares Option Agreement dated February 12, 1996, whereby you have granted to Lindsay A. Rosenwald, M.D., a designee of Paramount Capital Inc. (“Paramount”), a non-qualified shares option to purchase up to 135,000 Common Shares of WorldSpace Inc. (the “Company”), Lindsay A. Rosenwald, M.D. hereby notifies you that she elects to exercise the option to purchase                      of the shares covered by such Option at the price specified therein. In full payment of the price for the shares being purchased hereby, we are delivering to you herewith a certified or bank cashier’s check payable to the order of the Company in the amount of $                    . We hereby acknowledge that we are purchasing these shares for investment purposes only and not for resale.

Very truly yours,
LINDSAY A. ROSENWALD, M.D.
By:
	Name:
	Title:
[Address]
(For notices, reports, dividend checks and other communications to shareholders.)

SUBSCRIPTION

The undersigned,                     , pursuant to the provisions of the foregoing Warrant hereby agrees to subscribe for and purchase                                  shares of the Common Stock, par value $.001 per share, of the WorldSpace Inc. covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant.

Dated:	Signature:
	Address:

CASHLESS EXERCISE

The undersigned                                 , pursuant to the provisions of the foregoing Warrant, hereby elects to exchange its Warrant for                              shares of Common Stock, par value $.001 per share, of WorldSpace Inc. pursuant to the Cashless Exercise provisions of the Warrant.

Dated:	Signature:
	Address:

8

Assignment

FOR VALUE RECEIVED                     hereby sells, assigns and transfers unto                      the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint                     , attorney, to transfer said Warrant on the books of WorldSpace Inc.

Dated:	Signature:
	Address:

9

EX-10.4(G)

Exhibit 10.4(g)

WORLDSPACE, INC.

AND

[CONSULTANT]

WARRANT AGREEMENT

Dated as of May 15, 2003

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (the “Agreement”), dated as of May 15, 2003 is made and entered into by and between WorldSpace, Inc., a corporation with principal offices at 2400 N Street, Washington, DC 20037 (the “Company”) and [CONSULTANT], a Delaware limited liability company (the “Warrantholder”).

Pursuant to a Letter Agreement dated as of a date on or about an even herewith (the “Letter Agreement”), the Company agreed to issue warrants, as hereinafter described (the “Warrants”), to purchase up to an aggregate of 300,000 shares (as subject to adjustment as set forth below, the “Shares”) of the Company’s Common Stock, $             par value per shares (the “Common Stock”) to Warrantholder. In consideration of the foregoing and for the purpose of defining the terms and provisions of the Warrants and the respective rights and obligations thereunder, the Company and the Warrantholder, for value received, hereby agree as follows:

Section 1. Transferability and Form of Warrants.

Section 1.1 Registration. The Warrants shall be numbered and shall be registered on the books of the Company when issued.

Section 1.2 Transfer. The Warrants shall be transferable only on the books of the Company maintained at its principal office in Washington, DC, or wherever its principal office may then be located, upon delivery thereof duly endorsed by the Warrantholder or by its duly authorized attorney or representative, accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration of transfer, the Company shall execute and deliver new Warrants to the person or entity entitled thereto.

Section 1.3 Limitations on Transfer of the Warrants. Subject to the provisions of Section 11 below, the Warrants shall be freely transferable by the Warrantholder. The Warrants may be divided or combined, upon request to the Company by the Warrantholder, into a certificate or certificates representing the right to purchase the same aggregate number of Shares. Unless the context indicates otherwise, the terms “Warrantholder” shall include any transferee or transferees of the Warrants pursuant to this subsection 1.3, and the term “Warrants” shall include any and all warrants outstanding pursuant to this Agreement, including those evidenced by a certificate or certificates issued upon division, exchange, substitution or transfer pursuant to this Agreement.

Section 1.4 Form of Warrants. The text of the Warrants and of the form of election to purchase Shares shall be as set forth in Exhibit A attached hereto. The number of Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be executed on behalf of the Company by its Chairman of the Board, President or by a Vice President, attested to by its Secretary or an Assistant Secretary. A Warrant bearing the signature of an individual who was at any time the proper officer of the Company shall bind the Company, notwithstanding that such

1

individual shall have ceased to hold such office prior to the delivery of such Warrant or did not hold such office on the date of this Agreement.

The Warrants shall be dated as of the date first set forth above by the Company either upon initial issuance or upon division, exchange, substitution or transfer.

Section 1.5 Legend on Shares. Each certificate for Shares initially issued upon exercise of the Warrants shall bear the following legend, unless, at the time of exercise, such Shares are subject to a currently effective Registration Statement under the Securities Act of 1933, as amended (the “Act”):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 11 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.”

Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Act of the securities represented thereby) shall also bear the above legend unless, in the opinion of the Company’s counsel, the securities represented thereby need no longer be subject to such restrictions.

Section 2. Exchange of Warrant Certificate. Any Warrant certificate may be exchanged for another certificate or certificates entitling the Warrantholder to purchase a like aggregate number of Shares as the certificate or certificates surrendered then entitled such Warrantholder to purchase. Any Warrantholder desiring to exchange a Warrant certificate shall make such request in writing delivered to the Company, and shall surrender, properly endorsed, with signatures guaranteed, the certificate evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute and deliver to the person entitled thereto a new Warrant certificate as so requested.

Section 3. Term of Warrants; Exercise of Warrants; Redemption of Warrants.

Section 3.1 Subject to the terms of this Agreement, (a) with respect to 250,000 Shares (as may be adjusted pursuant to this Agreement, the “Financing Warrant Shares”) the Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., New York Time, on the date of the closing (“Financing Closing Date”) of the Company’s $50.0M financing (the “Financing”) pursuant to which the Company’s $1.8B restructuring contemplated by the Letter Agreement shall be completed (it being acknowledged and agreed by the Company that a $50.0M financing which occurs after the date hereof shall so complete such restructuring) and ending at 5:00 p.m., New York Time, on the date (the “ Financing Share Termination Date”) which is the tenth (10^th) anniversary of the Financing Closing Date, to purchase from the Company up such number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Section 3.1(a), upon surrender to the

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Company, at its principal office, of the certificate evidencing the Warrants to be exercised, together with the purchase form attached to the certificate evidencing the Warrants duly filled in and signed, with signatures guaranteed, and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of this Sections 3, 7 and 8 hereof), for the number of Shares in respect of which such Warrants are then exercised, but in no event for less than 1,000 Shares (unless less than an aggregate of 1,000 applicable Shares are then purchasable under all outstanding Warrants held by a Warrantholder) and (b) with respect to 50,000 Shares (as may be adjusted pursuant to this Agreement, the “IPO Shares”) the Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., New York Time, on the date of the closing (“IPO Closing Date”) of an initial public offering of the Company’s securities by any person or entity and ending at 5:00 p.m., New York Time, on the date (the “IPO Share Termination Date”) which is the tenth (10^th) anniversary of the IPO Closing Date, to purchase from the Company up such number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Section 3.1(b), in the manner set forth in Section 3.1(a) above. For purposes of this Agreement, the “Company” shall include WorldSpace, Inc. and its subsidiaries and other affiliates, successors and assigns (whether by way of merger, combination, reorganization, restructuring, recapitalization, asset sale, or other transaction). For purposes of this Agreement and the Warrants, the termination date of the exercisability of Financing Warrant Shares is the Financing Share Termination Date and the termination date of the exercisability of IPO Warrant Shares is the IPO Share Termination Date (each, an “Applicable Termination Date”).

Section 3.2 Payment of the aggregate Warrant Price shall be made in cash, by a wire transfer, or by certified or official bank check, or any combination thereof; or, in connection with the exercise of Warrant and concurrent resale of the Shares underlying a Warrant by a broker designated by the Warrantholder in its notice of exercise the Company shall deliver such Shares to the broker and payment of the Warrant Price may be made from the proceeds of the concurrent resale, provided, however, that the Warrantholder shall have delivered irrevocable instructions to the broker to deliver promptly to the Company the portion of the sale proceeds sufficient to pay the Warrant Price and the Company shall have received from the Warrantholder and/or such broker such documentation as is reasonably sufficient to assure that such payment occurs. Payment of the Warrant Price may be made with other shares of Common Stock valued at the then Current Market Price (as defined below) of the Shares. Upon such surrender of the Warrants and payment of such Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in the name or names of the Warrantholder or, subject to compliance with the provisions of Section 11 below, in such name or names as the Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of surrender of the Warrants and payment of the Warrant Price, as aforesaid, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or

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that the stock transfer books of the Company shall then be closed. The Warrants shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part and, in the event that a certificate evidencing the Warrants is exercised in respect of less than all of the Shares specified therein at any time prior to the Applicable Termination Date, a new certificate evidencing the remaining portion of the Warrants will be issued by the Company and promptly delivered to the Warrantholder.

Section 3.3 Current Market Price. For purposes of this Agreement, “Current Market Price” shall mean the closing price (or average of the closing “bid” and “asked” prices, as the case may be) on the applicable date (date of exercise of Warrant) of the Common Stock as reported by Bloomberg L.P. on the applicable market upon which the Common Stock is traded. The applicable market shall be the New York Stock Exchange, American Stock Exchange, NASDAQ over-the-counter market, or if the Common Stock is, at the applicable time of determination, not then traded on any such exchange, then the Current Market Price shall be reasonably determined by the Company’s Board of Directors in good faith in conjunction with the Company’s independent outside auditors.

Section 4. Payment of Taxes. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of the Warrants or the securities comprising the Shares; provided, however, the Company shall not be required to pay any tax which may be payable in respect of any secondary transfer of the Warrants or the securities comprising the Shares.

Section 5. Mutilated or Missing Warrants. In case the certificate or certificates evidencing the Warrants shall be mutilated, lost, stolen or destroyed, the Company shall, at the request of the Warrantholder, issue and deliver in exchange and substitution for and upon cancellation of the mutilated certificate or certificates, or in lieu of and substitution for the certificate or certificates lost, stolen or destroyed, a new Warrant certificate or certificates of like tenor and representing an equivalent right or interest, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of such Warrant and a bond of indemnity, if requested, also satisfactory in form and amount at the applicant’s cost. Applicants for such substitute Warrants certificate shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe.

Section 6. Reservation of Shares. There has been reserved, and the Company shall at all times keep reserved so long as the Warrants remain outstanding, out of its authorized and unissued Common Stock, such number of shares of Common Stock as shall be subject to purchase under the Warrants. The Company will supply every transfer agent for the Common Stock and other securities of the Company issuable upon the exercise of the Warrants with duly executed stock and other certificates, as appropriate, for such purpose and will provide or otherwise make available any cash which may be payable as provided in Section 9 hereof.

Section 7. Warrant Price. The price per Share at which Shares shall be purchasable upon the exercise of the Warrants (the “Warrant Price”) shall equal 1.00 per Share (it being understood that as at the date hereof, the fair market value of a Share is less than $1.00 per Share due, in

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large part to the high level of Company indebtedness (in excess of approximately $1,800,000,000) which the Company desires and requires to be restructured)).

Section 8. Adjustment of Number of Shares and/or Warrant Price. The number and kind of securities purchasable upon the exercise of the Warrants and/or the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows:

Section 8.1 Adjustments. The number of Shares purchasable upon the exercise of the Warrants and the Warrant Price shall be subject to adjustment as follows: (A) In case the Company shall (i) pay a dividend in Common Stock or make a distribution in Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the Warrant Price and the number of Shares purchasable upon exercise of the Warrants immediately prior thereto shall be proportionately adjusted so that the Warrantholder shall be entitled to receive the kind and number of Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrants been exercised at the Warrant Price immediately prior to the happening of such event or any record date with respect thereto. (B) The Warrantholder shall be entitled to customary “full ratchet” economic anti-dilution protection (pursuant to which the Warrant Price, Component Exercise Price and/or number of Shares subject to the Warrants shall be adjusted in the event that after the closing of the Financing, the Company issues (or has a deemed issuance of) shares of Common Stock at an issue price (or deemed issue price) below the then current Component Exercise Price (it being understood that such economic anti-dilution protective rights shall be on terms no less favorable than any such protection granted to any other investor in the Company). Any adjustment made pursuant to this subsection 8.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event,

For the purpose of this subsection 8.1, the term “Common Stock” shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, (ii) securities resulting from any merger, consolidation or combination of the Company, or (iii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

Section 8.2 Dividends. If prior to the Applicable Termination Date, the Company shall declare, make or pay any dividend or other distribution, whether in cash, securities, or other property with respect to its Common Stock (other than a dividend or distribution described in subsection 8.1) the Company shall pay to the Warrantholder the cash, securities and other property which the Warrantholder would have been entitled to receive as a result of such dividend or distribution had the Warrants been exercised immediately prior thereto.

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Section 8.3 Certificate of Adjustment. Whenever the number of Shares purchasable upon the exercise of the Warrants is adjusted as herein provided, the Company shall cause to be promptly mailed to the Warrantholder by first class mail, postage prepaid, notice of such adjustment and a certificate of the chief financial officer of the Company setting forth the number of Shares purchasable upon the exercise of the Warrants after such adjustment, a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made; each, in reasonable detail.

Section 8.4 Preservation of Purchase Rights upon Reclassification, Consolidation, etc. In case of any consolidation of the Company with or merger of the Company into another corporation (or other entity, “corporation”) or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action to purchase, upon exercise of the Warrants, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior to such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8.1 hereof. The provisions of this subsection 8.4 shall similarly apply to successive consolidation, mergers, sales or conveyances.

Section 8.5 Par Value of Shares of Common Stock. Before taking any action which would cause an adjustment effectively reducing the portion of the Warrant Price allocable to each Share below the then par value per share of the Common Stock issuable upon exercise of the Warrants, the Company will take any corporate action which may, in the opinion (if its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Common Stock upon exercise of the Warrants.

Section 8.6 Independent Public Accountants. The Company may retain a firm of independent public accountants of recognized national standing (which may be any such firm regularly employed by the Company) to make any computation required under this Section 8, and a certificate signed by such firm shall (absent fraud or manifest error) shall conclusive evidence of the correctness of any computation made under this Section 8.

Section 8.7 Statement on Warrant Certificates. Irrespective of any adjustments in the number of securities issuable upon exercise of Warrants, Warrant certificates

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theretofore or thereafter issued may continue to express the same number of securities as are stated in the similar Warrant certificates initially issuable pursuant to this Agreement. However, the Company may, at any time with the prior written consent of the Warrantholder, make any change in the form of Warrant certificate that it may deem appropriate and that does not affect the substance thereof; and any Warrant certificate thereafter issued, whether upon registration of transfer of, or in exchange or substitution for, an outstanding Warrant certificate, may be in the form so changed.

Section 8.8 Registration Rights. Warrantholder shall be entitled to customary “piggyback” registration rights with respect to the Warrants and the Shares underlying the Warrants, it being understood that Warrantholder shall not be required to suffer any “cutback” in any registration of Company securities unless all other security holders (and not the Company) have been cutback in the subject registration and then on an appropriate pro rata basis with such security holders. Upon the request of the Warrantholder, the Company shall execute and deliver to Warrantholder a registration rights agreement and containing customary terms and conditions evidencing the understandings set forth in this Section 8.8 (and prepared by counsel to the Warrantholder).

Section 9. Fractional Interests. The Company shall not be required to issue fractional Shares on the exercise of the Warrants. If any fraction of a Share would, except for the provisions of this Section 9, be issuable on the exercise of the Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the then Current Market Price per share of Common Stock multiplied by such fraction.

Section 10. No Rights as Shareholder; Notices to Warrantholder. Nothing contained in this Agreement or in the Warrants shall be construed as conferring upon the Warrantholder or its transferees any rights as a shareholder of the Company, including the right to vote, consent or receive notices as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or any other matter, provided however that the Warrantholder or its transferees shall have the right to receive dividends to the extent provided in Section 8.2 hereof. If, however, at any time prior to the expiration of the Warrants and prior to their exercise, any one or more of the following events shall occur:

Section 10.1 any action which would require an adjustment pursuant to Section 8.1; or

Section 10.2 a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of its property, assets and business as an entirety or substantially as an entirety) shall be proposed;

then the Company shall give notice in writing of such event to the Warrantholder, as provided in Section 14 hereof, at least 30 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to any relevant dividend, distribution, subscription rights or other rights or for the determination of shareholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such

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record date or the date of closing the transfer books, as the case may be. Failure to mail or receive such notice or any defect therein shall not affect the validity of any action taken with respect thereto.

Section 11. Restrictions on Transfer.

Section 11.1 The Warrantholder agrees that prior to making any disposition of the Warrants or the Shares, including without limitation, under Section 1.3 (other than pursuant to a registration statement or other notification or post-effective amendment thereto (hereinafter collectively a “Registration Statement”) filed by the Company with, and declared effective, by, the Securities and Exchange Commission (the “Commission”)) including the Registration Statement pursuant to which Warrantholder exercises registration rights referred to in Section 8.8 above, the Warrantholder shall give written notice to the Company describing briefly the manner in which any such proposed disposition is to be made and shall provide such other information as may reasonably be required by the Company and counsel familiar with securities matters to conclude that no Registration Statement under the Act is required with respect to such disposition, and no such disposition shall be made if the Company has notified the Warrantholder that in the written opinion of counsel reasonably satisfactory to the Warrantholder a Registration Statement under the Act is required with respect to such disposition and no such Registration Statement has been filed by the Company with, and declared effective, if necessary, by, the Commission.

Section 11.2 The Company agrees that until all Shares have been sold under a Registration Statement or pursuant to Rule 144 under the Act, it will use its best efforts to keep current in filing all materials required to be filed with the Commission in order to permit the holders of such securities to sell the same under Rule 144.

Section 11.3 All fees, disbursements and out-of-pocket expenses (other than Warrantholder’s and holders’ of Shares brokerage fees and commissions and legal fees of counsel to the Warrantholder and holders of Shares, if any) in connection with the filing of any Registration Statement or amendments to supplements thereto (or obtaining the opinion of counsel and any no-action position of the Commission with respect to sales under Rule 144) and in complying with applicable securities and Blue Sky laws shall be borne by the Company. The Company at its expense will supply any Warrantholder and any holder of Shares with copies of such Registration Statement and the prospectus included therein and other related documents any opinions and no-action letters in such quantities as may be reasonably requested by the Warrantholder or holder of Shares.

Section 11.4 The provisions of this Section 11 and Section 8.8 hereof shall apply to the extent as provided herein if the Company chooses to file an Offering Statement under Regulation A promulgated under the Act.

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Section 12. Notices. Any notice pursuant to this Agreement by the Company or by a Warrantholder or a holder of Shares shall be in writing and shall be deemed to have been duly given if delivered or mailed by certified mail, return receipt requested:

Section 12.1 to a Warrantholder or a holder of Shares addressed to such address as Warrantholder or holder of Shares (as the case may be) informs the Company in writing.

Section 12.2 to the Company addressed to it at 2400 N Street, Washington, DC 20037, attn: Noah Samara.

Each party may from time to time change the address to which notices to it are to be delivered or mailed hereunder by notice in accordance herewith to the other party.

Section 13. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company, the Warrantholder, or the holders of Shares shall bind and inure to the benefit of their respective successors and permitted assigns hereunder.

Section 14. Merger or Consolidation of the Company. The Company will not merge or consolidate with or into any other corporation or sell all or substantially all of its property to another corporation, unless the provisions of Section 8.4 are complied with.

Section 15. Survival of Representations and Warranties. All statements contained in any schedule, exhibit, certificate or other instrument delivered by or on behalf of the parties hereto, or in connection with the transactions contemplated by this Agreement, shall be deemed to be representations and warranties hereunder. Notwithstanding any investigations made by or on behalf of the parties to this Agreement, all representations, warranties and agreements made by the parties to this Agreement or pursuant hereto shall survive.

Section 16. Applicable Law. The validity and interpretation of this Agreement shall be governed by the law of the State of New York applicable to agreements made and to be fully performed therein without regard to such State’s conflicts of law principles. Any and all conflicts or legal proceedings are agreed to be filed in the courts of the State of New York, sitting in the New York County only, and in no other governing jurisdiction.

Section 17. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Warrantholder and the holders of Shares any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Warrantholder and the holders of Shares.

[Balance of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly executed, all as of the day and year first above written.

WORLDSPACE, INC.
By:	/s/ Noah A. Samara

Name:	Noah A. Samara
Title:	President & CEO

[CONSULTANT]

By:

Name:

Title:

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EXHIBIT A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,

EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN

COMPLIANCE WITH SECTION 11 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE

ISSUED.

Warrant Certificate No. JC-1

WARRANT TO PURCHASE 300,000 SHARES

OF COMMON STOCK OF WORLDSPACE, INC.

VOID AFTER 5:00 P.M.

NEW YORK TIME, ON THE APPLICABLE TERMINATION DATE

(as defined in the Warrant Agreement pursuant to which this Warrant was issued)

WORLDSPACE, INC.

This certifies that, for value received, [CONSULTANT], the registered holder hereof or assigns (the “Warrantholder”), is entitled to purchase from Worldspace, Inc. (the “Company”), (a) up to the full amount of Financing Warrant Shares (as defined in the Warrant Agreement referenced to below) at any time during the period commencing at 9:00 a.m., New York Time, on the Financing Closing Date (as defined in the Warrant Agreement referenced below) and before 5:00 p.m., New York Time, on the Financing Share Termination Date (as defined in the Warrant Agreement referenced below), at the purchase price per share determined in accordance with the provisions of the Warrant Agreement described below (initially, $1.00 per Share, the “Warrant Price”) and (b) up to the full amount of IPO Warrant Shares (as defined in the Warrant Agreement pursuant to which this Warrant was issued) at any time during the period commencing at 9:00 a.m., New York Time, on the IPO Closing Date (as defined in the Warrant Agreement referenced below) and before 5:00 p.m., New York Time, on the IPO Share Termination Date (as defined in the Warrant Agreement referenced below), at the Warrant Price. The number of shares of Common Stock of the Company (the “Shares”) purchasable upon exercise of these Warrants and the Warrant Price shall be subject to adjustment from time to time as set forth in the Warrant Agreement referred to below.

The Warrants evidenced hereby may be exercised in whole or in part by presentation of this Warrant Certificate with the Purchase Form attached hereto duly executed (with a signature guarantee as provided thereon) and simultaneous payment of the Warrant Price at the principal office of the Company. Payment of such price shall be made at the option of the Warrantholder by cash, by wire transfer, by certified or official bank check or any combination thereof and as otherwise set forth in the Warrant Agreement. The Warrant Agreement is hereby incorporated by reference as if set forth in full herein.

The Warrants evidenced hereby represent the right to purchase an aggregate of up to 300,000 Shares and are issued under and in accordance with a Warrant Agreement, dated as of May 15, 2003 (the “Warrant Agreement”), between the Company and [CONSULTANT] and are subject to the

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terms and provisions contained in the Warrant Agreement, to all of which the Warrantholder by acceptance hereof consents.

Upon any partial exercise of the Warrants evidenced hereby, there shall be signed and issued to the Warrantholder a new Warrant Certificate in respect of the Shares as to which the Warrants evidenced hereby shall not have been exercised. These Warrants may be exchanged at the office of the Company by surrender of this Warrant Certificate properly endorsed for one or more new Warrants of the same aggregate number of Shares as are evidenced by the Warrant or Warrants exchanged. No fractional securities will be issued upon the exercise of rights to purchase hereunder, but the Company shall pay the cash value of any fraction upon the exercise of one or more Warrants. These Warrants are transferable at the office of the Company in the manner and subject to the limitations set forth in the Warrant Agreement.

This Warrant Certificate does not entitle any Warrantholder to any of the rights of a shareholder of the Company, except as otherwise provided in Sections 8.2 and 10 of the Warrant Agreement.

WORLDSPACE, INC.

By:

Name:

Title:

Dated: As of May 15, 2003

ATTEST:

Secretary

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WORLDSPACE, INC.

PURCHASE FORM

WorldSpace, Inc.

2400 N Street,

Washington, DC 20037

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the Warrant Certificate to which this form is attached for, and to purchase thereunder,                          shares of Common Stock (the “Shares”) provided for therein, and requests that certificates for the Shares be issued in the name of:

_____________________________________________________

(Please Print or Type Name, Address and Social Security Number)

_____________________________________________________

_____________________________________________________

and, if said number of Shares shall not be all the Shares purchasable hereunder, that a new Warrant Certificate for the balance of the Shares purchasable under the within Warrant Certificate be registered in the name of the undersigned Warrantholder or his/her/its Assignee as below indicated and delivered to the address stated below.

Dated: ______________, 20__

Name of Warrantholder or Assignee:

Address:

Name of Warrantholder: __________________________________

Signature: _____________________________________________ (of holder or authorized signatory of holder)

Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, unless these Warrants have been assigned.

Signature Guaranteed: _______________________________________________

(Signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or by a member firm of a registered securities exchange or the National Association of Securities Dealers, Inc.)

ASSIGNMENT

(To be signed only upon assignment of Warrants)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(Name and Address of Assignee Must Be Printed or Typewritten)

_____________________________________________________

_____________________________________________________

_____________________________________________________

the within Warrants, hereby irrevocably constituting and appointing __________________________________Attorney to transfer said Warrants on the books of the Company, with full power of substitution in the premises.

Dated:
	Signature of Registered Holder (or authorized signatory of holder)

Note: The signature on this assignment must correspond with the name as it appears upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever.

Signature Guaranteed: _______________________________________________

(Signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or by a member firm of a registered securities exchange or the National Association of Securities Dealers, Inc.)

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