EchoStar CORP Sample Contracts

EH Holding Corporation $2,000,000,000 $1,100,000,000 6½% Senior Secured Notes due 2019 $900,000,000 75/8% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2011 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 1, 2011 by and among EH Holding Corporation, a Colorado corporation (the “Company”), the Guarantors named in the Purchase Agreement (as defined below) (the “Guarantors”), and Deutsche Bank Securities Inc. (the “Purchaser”), who have agreed to purchase $1,100,000,000 aggregate principal amount of the Company’s 6½% Senior Secured Notes due 2019 (the “Secured Notes”) and $900,000,000 aggregate principal amount of the Company’s 75/8% Senior Notes due 2021 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”) upon the terms and conditions set forth in the Purchase Agreement, dated as of May 17, 2011 (the “Purchase Agreement”), among the Company, the Guarantors and the Purchaser, and after giving effect to the joinder agreement thereto, the Hughes Guarantors (as defined in the Purchase Agreement). On the Merger Date (as defined in the Purchase Agreement), the Hughes Guarantors will e

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AGREEMENT AND PLAN OF MERGER by and among DISH NETWORK CORPORATION, EAGLE SUB CORP. and ECHOSTAR CORPORATION Dated as of August 8, 2023
Agreement and Plan of Merger • August 8th, 2023 • EchoStar CORP • Communications services, nec • Nevada

This Agreement and Plan of Merger (this “Agreement”) is being made and entered into as of August 8, 2023, by and among Dish Network Corporation, a Nevada corporation (“Parent”), Eagle Sub Corp., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and EchoStar Corporation, a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement shall be as defined in Exhibit A hereto.

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STOCK OPTION AGREEMENT
Stock Option Agreement • February 24th, 2016 • EchoStar CORP • Radio & tv broadcasting & communications equipment • Colorado

This Incentive Stock Option Agreement (“Agreement”) is entered into effective as of [Grant Date], by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Employee”).

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MASTER TRANSACTION AGREEMENT by and among DISH NETWORK CORPORATION, BSS MERGER SUB INC., ECHOSTAR CORPORATION, and ECHOSTAR BSS CORPORATION Dated as of May 19, 2019
Master Transaction Agreement • August 8th, 2019 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

This MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of May 19, 2019, is made by and among DISH Network Corporation, a Nevada corporation (“DISH”), BSS Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of DISH (“Merger Sub”), EchoStar Corporation, a Nevada corporation (“EchoStar”), and EchoStar BSS Corporation, a Delaware corporation and a wholly owned Subsidiary of EchoStar (“Newco”) (all such parties, collectively, the “Parties” and each, a “Party”).

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SHARE EXCHANGE AGREEMENT by and among DISH NETWORK CORPORATION, DISH NETWORK L.L.C., DISH OPERATING L.L.C., ECHOSTAR CORPORATION, ECHOSTAR BROADCASTING HOLDING PARENT L.L.C., ECHOSTAR BROADCASTING HOLDING CORPORATION, ECHOSTAR TECHNOLOGIES HOLDING...
Share Exchange Agreement • May 10th, 2017 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January 31, 2017, is made by and among DISH Network Corporation, a Nevada corporation (“DISH”), DISH Network L.L.C., a Colorado limited liability company and an indirect wholly owned subsidiary of DISH (“DNLLC”), DISH Operating L.L.C., a Colorado limited liability company and a direct wholly owned Subsidiary of DNLLC (“DOLLC”), EchoStar Corporation, a Nevada corporation (“EchoStar”), EchoStar Broadcasting Holding Parent L.L.C. (“EB Holdco”), a Colorado limited liability company and a direct wholly owned Subsidiary of Hughes Satellite Systems Corporation, a Colorado corporation and a direct Subsidiary of EchoStar (“HSSC”), EchoStar Broadcasting Holding Corporation, a Colorado corporation and a direct wholly owned Subsidiary of EB Holdco (“EB Splitco”), EchoStar Technologies Holding Corporation, a Colorado corporation and a direct wholly owned Subsidiary of EchoStar (“ET Splitco”), and EchoStar Technologies L.L.C., a Texas lim

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ECHOSTAR CORPORATION EXECUTIVE OFFICER RESTRICTED STOCK UNIT AGREEMENT
Executive Officer Restricted Stock Unit Agreement • May 5th, 2022 • EchoStar CORP • Communications services, nec • Colorado

This Restricted Stock Unit Agreement (the “Agreement”) is entered into effective as of [Grant Date] (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and Hamid Akhavan (“Grantee”).

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ECHOSTAR CORPORATION EXECUTIVE OFFICER STOCK OPTION AGREEMENT
Executive Officer Stock Option Agreement • May 5th, 2022 • EchoStar CORP • Communications services, nec • Colorado

This Stock Option Agreement (the “Agreement”) is entered into effective as of [Grant Date] (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and Hamid Akhavan (“Grantee”).

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ECHOSTAR CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (2022 Long-Term and Short-Term Incentive Plan)
Qualified Stock Option Agreement • March 4th, 2024 • EchoStar CORP • Communications services, nec

This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into and made effective as of [Grant Date] (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Grantee”).

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ECHOSTAR CORPORATION EXECUTIVE OFFICER STOCK OPTION AGREEMENT
Executive Officer Stock Option Agreement • November 3rd, 2022 • EchoStar CORP • Communications services, nec • Maryland

This Stock Option Agreement (the “Agreement”) is entered into effective as of the Grant Date set forth on Exhibit A to this Agreement (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Grantee”).

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JOINDER AGREEMENT
Joinder Agreement • February 22nd, 2018 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, HNS Americas, L.L.C. and HNS Americas II, L.L.C., each a Delaware limited liability company (together, the “New Pledgors”), pursuant to Section 3.6 of the Security Agreement. Each New Pledgor hereby agrees severally and not jointly to be bound as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Each New Pledgor also hereby severally and not jointly agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, each New

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • February 22nd, 2018 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), entered into as of August 10, 2017, by and among Hughes Satellite Systems Corporation (formerly known as EH Holding Corporation), a Colorado corporation (the “Company”), the guarantors listed on the signature pages to the Unsecured Indenture (the “Guarantors”), HNS Americas, L.L.C. and HNS Americas II, L.L.C., each a Delaware limited liability company (collectively, the “Supplemental Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Unsecured Indenture referred to below.

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JOINDER AGREEMENT
Joinder Agreement • August 8th, 2019 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York
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ECHOSTAR CORPORATION EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • February 24th, 2016 • EchoStar CORP • Radio & tv broadcasting & communications equipment • Colorado

This Incentive Stock Option Agreement (“Agreement”) is entered into effective as of [Grant Date], by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Employee”).

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NOTE HEDGE AMENDMENT Letter Agreement
Note Hedge Amendment Letter Agreement • January 2nd, 2024 • EchoStar CORP • Communications services, nec • New York

THIS NOTE HEDGE AMENDMENT LETTER AGREEMENT (this “Letter Agreement”), dated as of December 31, 2023, is entered into among [Dealer] (the “Dealer”), DISH Network Corporation (the “Counterparty”) and EchoStar Corporation (the “Parent”).

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FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • August 8th, 2019 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), entered into as of June 12, 2019, by and among Hughes Satellite Systems Corporation (formerly known as EH Holding Corporation), a Colorado corporation (the “Company”), the guarantors listed on the signature pages to the Unsecured Indenture (the “Guarantors”), EchoStar BSS Corporation, a Delaware corporation (“BSS”), EchoStar FSS L.L.C., a Delaware limited liability company, (“FSS”, and together with BSS, the “Supplemental Guarantors” and each, a “Supplemental Guarantor”), and Wells Fargo Bank, National Association., as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Unsecured Indenture referred to below.

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FORM OF] ECHOSTAR SATELLITE OPERATING CORPORATION SATELLITE TRANSPONDER SERVICE AGREEMENT
Echostar Satellite Operating Corporation Satellite Transponder Service Agreement • May 9th, 2014 • EchoStar CORP • Radio & tv broadcasting & communications equipment • Colorado

THIS SATELLITE TRANSPONDER SERVICE AGREEMENT (the “Agreement”) by and between EchoStar Satellite Operating Corporation (“SATS”), a Colorado corporation with a place of business at 100 Inverness Terrace East, Englewood, Colorado 80112 and DISH Operating L.L.C. (“Customer”), a Colorado limited liability company with a place of business at 9601 South Meridian Blvd., Englewood, Colorado 80112 is made and effective as of this 20th day of February, 2014 (the “Effective Date”).

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ECHOSTAR CORPORATION EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • November 3rd, 2022 • EchoStar CORP • Communications services, nec

This Stock Option Agreement (the “Agreement”) is entered into effective as of the Grant Date set forth on Exhibit A to this Agreement (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Grantee”).

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ECHOSTAR CORPORATION EXECUTIVE OFFICER RESTRICTED STOCK UNIT AGREEMENT
Executive Officer Restricted Stock Unit Agreement • November 3rd, 2022 • EchoStar CORP • Communications services, nec

This Restricted Stock Unit Agreement (the “Agreement”) is entered into effective as of the Grant Date set forth on Exhibit A to this Agreement (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Grantee”).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • August 8th, 2019 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), entered into as of June 12, 2019, by and among Hughes Satellite Systems Corporation (formerly known as EH Holding Corporation), a Colorado corporation (the “Company”), the guarantors listed on the signature pages to the Unsecured Indenture (the “Guarantors”), EchoStar BSS Corporation, a Delaware corporation (“BSS”), EchoStar FSS L.L.C., a Delaware limited liability company (“FSS”, and together with BSS, the “Supplemental Guarantors” and each, a “Supplemental Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Unsecured Indenture referred to below.

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WARRANT GUARANTEE
Warrant Guarantee • January 2nd, 2024 • EchoStar CORP • Communications services, nec • New York

THIS WARRANT GUARANTEE (this “Guarantee”), dated as of December 31, 2023, is entered into among [Dealer] (the “Dealer”), DISH Network Corporation (the “Counterparty”) and EchoStar Corporation (the “Parent”).

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among ECHOSTAR CORPORATION, EAV CORP. and DISH NETWORK CORPORATION Dated as of October 2, 2023
Agreement and Plan of Merger • October 3rd, 2023 • EchoStar CORP • Communications services, nec • Nevada

This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is being made and entered into as of October 2, 2023, by and among Dish Network Corporation, a Nevada corporation (“DISH”), EchoStar Corporation, a Nevada corporation (“EchoStar”), and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of EchoStar (“Merger Sub”). Certain capitalized terms used in this Agreement shall be as defined in Exhibit A hereto.

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First Amendment To Satellite Transponder Service Agreement for EchoStar XVI Between EchoStar Satellite Operating Corporation and DISH Network L.L.C.
EchoStar CORP • February 20th, 2013 • Radio & tv broadcasting & communications equipment

This First Amendment (the “First Amendment”) to that certain Satellite Transponder Service Agreement for the EchoStar XVI Satellite by and between EchoStar Satellite Operating Corporation (“EchoStar”) and DISH Network L.L.C. (“Customer”) dated December 21, 2009, (the “Agreement”), shall be effective as of December 21, 2012 (the “First Amendment Effective Date”).

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ECHOSTAR CORPORATION EXECUTIVE OFFICER OR DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 24th, 2016 • EchoStar CORP • Radio & tv broadcasting & communications equipment • Colorado

This Incentive Restricted Stock Unit Agreement (“Agreement”) is entered into effective as of [Grant Date], by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Employee”).

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August 3, 2018
EchoStar CORP • November 8th, 2018 • Radio & tv broadcasting & communications equipment
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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • February 22nd, 2018 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), entered into as of August 10, 2017, by and among Hughes Satellite Systems Corporation (formerly known as EH Holding Corporation), a Colorado corporation (the “Company”), the guarantors listed on the signature pages to the Secured Indenture (the “Guarantors”), HNS Americas, L.L.C. and HNS Americas II, L.L.C., each a Delaware limited liability company (collectively, the “Supplemental Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Secured Indenture referred to below.

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 22nd, 2018 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of August 10, 2017, by and among Hughes Satellite Systems Corporation (formerly known as EH Holding Corporation), a Colorado corporation (the “Company”), the guarantors listed on the signature pages to the Unsecured Indenture (the “Guarantors”), HNS Americas, L.L.C. and HNS Americas II, L.L.C., each a Delaware limited liability company (collectively, the “Supplemental Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Unsecured Indenture referred to below.

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WARRANT AMENDMENT Letter Agreement
Warrant Amendment Letter Agreement • January 2nd, 2024 • EchoStar CORP • Communications services, nec • New York

THIS WARRANT AMENDMENT LETTER AGREEMENT (this “Letter Agreement”), dated as of December 31, 2023, is entered into among [Dealer] (the “Dealer”), DISH Network Corporation (the “Counterparty”) and EchoStar Corporation (the “Parent”).

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ECHOSTAR CORPORATION EMPLOYEE STOCK OPTION AGREEMENT
Corporation Employee Stock Option Agreement • February 24th, 2016 • EchoStar CORP • Radio & tv broadcasting & communications equipment • Colorado

This Stock Option Agreement (the “Agreement”) is entered into effective as of [Grant Date] (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Employee”).

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Contract
2012 Broadcast Services Agreement • May 7th, 2012 • EchoStar CORP • Radio & tv broadcasting & communications equipment • Colorado

This 2012 Broadcast Services Agreement (“Agreement”) by and between EchoStar Broadcasting Corporation, a Colorado corporation, (“EBC”) and DISH Network L.L.C., a Colorado limited liability company, (“Customer”) is entered into as of this 1st day of January, 2012 (the “Effective Date”). EBC and Customer shall each be referred to herein as a “Party” and collectively as the “Parties.”

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ECHOSTAR CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Non-Employee Director Stock Option Agreement • November 3rd, 2022 • EchoStar CORP • Communications services, nec • Maryland

This Stock Option Agreement (the “Agreement”) is entered into effective as of the Grant Date set forth on Exhibit A to this Agreement (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Grantee Name] (“Grantee”).

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TRANSACTION AGREEMENT dated as of February 20, 2014 by and among EchoStar Corporation, Hughes Satellite Systems Corporation, Alpha Company LLC, DISH Network L.L.C., DISH Operating L.L.C. and EchoStar XI Holding L.L.C.
Transaction Agreement • May 9th, 2014 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

TRANSACTION AGREEMENT, dated as of February 20, 2014 (this “Agreement”), by and among EchoStar Corporation, a Nevada corporation (“EchoStar”), Hughes Satellite Systems Corporation, a Colorado corporation and a wholly-owned Subsidiary of EchoStar (“HSSC”), Alpha Company LLC, a Colorado limited liability company and a wholly-owned Subsidiary of EchoStar (“Merger Sub”), DISH Network L.L.C., a Colorado limited liability company (“DNLLC”), EchoStar XI Holding L.L.C., a Colorado limited liability company and a wholly-owned Subsidiary of DNLLC (“DISH Satellite Sub 1”), and DISH Operating L.L.C., a Colorado limited liability company and a wholly-owned Subsidiary of DNLLC (“DOLLC”) (all such parties, collectively, the “Parties” and each, a “Party”).

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First Amendment to Receiver Agreement between EchoStar Technologies L.L.C. and Echosphere L.L.C.
EchoStar CORP • November 10th, 2008 • Radio & tv broadcasting & communications equipment

This First Amendment (the “Amendment”) to that certain Receiver Agreement by and between EchoStar Technologies L.L.C. (“ETLLC”) and Echosphere L.L.C. (“Licensee”) dated December 31, 2007 (the “Agreement”) is made as of this 24th day of July 2008 and shall be effective as of January 1, 2008.

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First Amendment to Broadcast Services Agreement between EchoStar Corporation and DISH Network L.L.C.
Broadcast Services Agreement • November 10th, 2008 • EchoStar CORP • Radio & tv broadcasting & communications equipment

This First Amendment (the “Amendment”) to that certain Broadcast Services Agreement by and between EchoStar Corporation (formerly known as EchoStar Holding Corporation) (“EHC”) and DISH Network L.L.C. (formerly known as EchoStar Satellite L.L.C.) (“Customer”) dated December 31, 2007 (the “Agreement”) is made as of this 24th day of July 2008 and shall be effective as of January 1, 2008 (the “Effective Date”). Hereinafter, EHC and Customer may be referred to individually as a “Party” or collectively as the “Parties”.

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INVESTOR RIGHTS AGREEMENT BY AND AMONG ECHOSTAR CORPORATION, HUGHES SATELLITE SYSTEMS CORPORATION, DISH OPERATING L.L.C. AND DISH NETWORK L.L.C. DATED AS OF FEBRUARY 20, 2014
Investor Rights Agreement • May 9th, 2014 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

INVESTOR RIGHTS AGREEMENT, dated as of February 20, 2014 and effective as of the Closing Date (as defined below) (this “Agreement”), by and among EchoStar Corporation, a Nevada corporation (“EchoStar”), Hughes Satellite Systems Corporation, a Colorado corporation and a wholly-owned Subsidiary of EchoStar (“HSSC” and, together with EchoStar, the “Issuers”), DISH Operating L.L.C., a Colorado limited liability company and a wholly-owned Subsidiary of DISH Network Corporation (“DOLLC”), and DISH Network L.L.C., a Colorado limited liability company and an indirect wholly-owned Subsidiary of DISH Network Corporation (“DNLLC” and, together with DOLLC, the “Investors”).

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ECHOSTAR CORPORATION EXECUTIVE OFFICER OR DIRECTOR STOCK OPTION AGREEMENT
Director Stock Option Agreement • February 24th, 2016 • EchoStar CORP • Radio & tv broadcasting & communications equipment • Colorado

This Stock Option Agreement (the “Agreement”) is entered into effective as of [Grant Date] (the “Grant Date”), by and between EchoStar Corporation, a Nevada corporation (the “Company”), and [Participant Name] (“Employee”).

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