Canadian Satellite Radio Holdings Inc. - s. 4.2 of Rule 56-501

Headnote

Issuer granted relief from requirement to comply with Part 3 of 56-501 in connection with future issuance of securities directly or indirectly convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares of the Issuer - Class A Subordinate Voting Shares were issued pursuant to a long-form initial public offering prospectus - Relief subject to conditions.

Applicable Ontario Statutory Provisions

Ontario Securities Commission Rule 56-501 - Restricted Shares, Part 3 and s. 4(2).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,

AS AMENDED (the Act)

AND

IN THE MATTER OF

CANADIAN SATELLITE RADIO HOLDINGS INC.

ORDER

(Section 4.2 of Rule 56-501)

UPON the application (the Application) of Canadian Satellite Radio Holdings Inc. (the Corporation) to the Ontario Securities Commission (the Commission) for an order under Section 4(2) of Ontario Securities Commission Rule 56-501 -- Restricted Shares (the Rule) exempting the Corporation from the application of Part 3 of the Rule with respect to the future issuance of securities directly or indirectly convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares of the Corporation (Subordinate Voting Shares);

AND UPON the Corporation having represented to the Commission that:

1. The Corporation was incorporated under the Business Corporations Act (Ontario) on July 31, 2002, as 2014503 Ontario Inc. Its name was changed to "Canadian Satellite Radio Holdings Inc." by articles of amendment filed on July 7, 2003. The registered and principal office of the Corporation is located at Suite 2300, PO Box 222, Canada Trust Tower, BCE Place, 161 Bay Street, Toronto, Ontario M5J 2S1.

2. The Corporation, through its wholly-owned subsidiary, Canadian Satellite Radio Inc., has received approval from the Canadian Radio-television and Telecommunications Commission to provide subscription-based satellite radio service in Canada.

3. The Corporation filed a final prospectus dated December 5, 2005 (the Prospectus) with the securities regulatory authorities in each of the provinces of Canada to qualify the initial public offering of its Subordinate Voting Shares (the Offering). A receipt for the Prospectus was issued on December 6, 2005.

4. Prior to the completion of the Offering, the Corporation was a "private company" within the meaning of Section 1 of the Act.

5. Upon the completion of the Offering, the Subordinate Voting Shares were listed on the Toronto Stock Exchange.

6. The authorized capital of the Corporation consists of an unlimited number of Subordinate Voting Shares, an unlimited number of Class B Voting Shares (the Class B Voting Shares) and an unlimited number of Class C Non-Voting Shares (the Non-Voting Shares).

7. Immediately following the completion of the Offering, the Corporation had outstanding Subordinate Voting Shares and Class B Voting Shares, but no Non-Voting Shares.

8. The Subordinate Voting Shares, the Class B Voting Shares and the Non-Voting Shares participate in the equity of the Company, and the Subordinate Voting Shares and the Class B Voting Shares also have the right to one vote per share. The Subordinate Voting Shares and the Non-Voting Shares participate in the equity of the Company on an equal per share basis. The Class B Voting Shares, however, participate in the equity of the Company on a per share rate equal to one-third of the rate of participation of the Class A Shares and the Non-Voting Shares.

9. The Corporation could issue additional Class A Subordinate Voting Shares pursuant to exemptions contained in the Rule, however, absent the requested relief, it would not be permitted to issue securities directly or indirectly convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to Section 4(2) of the Rule, that the Corporation is exempted from the application of Part 3 of the Rule with respect to the future distribution of securities directly or indirectly convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares of the Corporation, provided that such securities are not: (a) the Non-Voting Shares, or (b) shares, other than the Class B Voting Shares, that would be "restricted shares" or "subject securities", in each case within the meaning of the Rule.

DATED March 14^th, 2006.