AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT

Exhibit 10.8

Execution Version

by and among

SPACE EXPLORATION TECHNOLOGIES CORP.,

ECHOSTAR CORPORATION

and

SPECTRUM BUSINESS TRUST 2025-1

Dated as of November 5, 2025

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS			1
ARTICLE 2 PURCHASE AND SALE OF SELLER LICENSES AND FOREIGN ASSETS			12
	Section 2.1	Purchase and Sale of Seller Licenses and Foreign Assets	12
	Section 2.2	No Assumption of Liabilities	15
	Section 2.3	Spectrum Transfer Closing	16
	Section 2.4	Spectrum Acquisition Closing	16
	Section 2.5	Withholding	17
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER			18
	Section 3.1	Organization and Qualification	18
	Section 3.2	Power and Authority	18
	Section 3.3	Enforceability	19
	Section 3.4	Non-Contravention	19
	Section 3.5	Seller Licenses	19
	Section 3.6	Litigation	21
	Section 3.7	Build-Out Requirements	21
	Section 3.8	No Brokers	21
	Section 3.9	Solvency and Debt Relief Laws	21
	Section 3.10	Taxes	22
	Section 3.11	EchoStar Indentures	22
	Section 3.12	Foreign Assets	22
	Section 3.13	ITU Priorities	24
	Section 3.14	Exclusivity of Representations and Warranties	24
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF TRUST			25
	Section 4.1	Organization	25
	Section 4.2	Power and Authority	25
	Section 4.3	Enforceability	25
	Section 4.4	Non-Contravention	25
	Section 4.5	Litigation	26
	Section 4.6	Qualification	26
	Section 4.7	No Brokers	26
	Section 4.8	Exclusivity of Representations and Warranties	26


ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER			26
	Section 5.1	Organization	26
	Section 5.2	Power and Authority	27
	Section 5.3	Capitalization	27
	Section 5.4	Enforceability	28
	Section 5.5	Non-Contravention	28
	Section 5.6	Litigation	28
	Section 5.7	Qualification	28
	Section 5.8	Valid Issuance of Purchaser Shares	28
	Section 5.9	Available Funds	29
	Section 5.10	No Brokers	29
	Section 5.11	Financial Statements	29
	Section 5.12	Exclusivity of Representations and Warranties	29
ARTICLE 6 COVENANTS AND OTHER AGREEMENTS			30
	Section 6.1	Covenants of Purchaser, Trust and Seller Pending the Spectrum Acquisition Closing	30
	Section 6.2	Compliance with Law; Compliance with Licenses; Non-Solicitation; Notice of Certain Events	31
	Section 6.3	Governmental Filings.	34
	Section 6.4	Termination of Liens and other Arrangements; Repayment of Indebtedness; Discharge of Debt Service Loans	38
	Section 6.5	Guarantor and Obligor of the EchoStar Notes; Debt Service Loans	40
	Section 6.6	Customer Relations	41
	Section 6.7	Interim Testing in Connection with the Seller Licenses and Foreign Assets	41
	Section 6.8	Foreign Assets	42
	Section 6.9	Public Announcements	43
	Section 6.10	Certain Notices	43
	Section 6.11	Certain Trust and Debt Service Loan Agreement Matters.	44
	Section 6.12	Access	45
ARTICLE 7 CONDITIONS TO SPECTRUM TRANSFER CLOSING			45
	Section 7.1	Conditions to the Obligations of Purchaser	45
	Section 7.2	Conditions to the Obligations of Seller	47
	Section 7.3	Conditions to the Obligations of Trust	48


ARTICLE 8 CONDITIONS TO SPECTRUM ACQUISITION CLOSING			48
	Section 8.1	Conditions to the Obligations of Purchaser	48
	Section 8.2	Conditions to the Obligations of Seller	49
	Section 8.3	Conditions to the Obligations of Trust	50
ARTICLE 9 TERMINATION			51
	Section 9.1	Termination	51
	Section 9.2	Effect of Termination; Certain Remedies	52
ARTICLE 10 SURVIVAL AND INDEMNIFICATION.			53
	Section 10.1	Survival	53
	Section 10.2	General Indemnification Obligation	54
	Section 10.3	Limitations	54
	Section 10.4	Indemnification Procedures	55
	Section 10.5	Tax Investigations	57
	Section 10.6	Treatment of Payments	57
	Section 10.7	Effect of Investigation	57
	Section 10.8	Exclusive Remedy	58
ARTICLE 11 MISCELLANEOUS			58
	Section 11.1	Confidentiality	58
	Section 11.2	Assignment	59
	Section 11.3	Further Assurances	59
	Section 11.4	Entire Agreement; Amendment	59
	Section 11.5	Waiver	60
	Section 11.6	Notices	60
	Section 11.7	Governing Law	62
	Section 11.8	Waiver of Jury Trial	62
	Section 11.9	Submission to Jurisdiction	62
	Section 11.10	Specific Performance	62
	Section 11.11	No Benefit to Others	63
	Section 11.12	Interpretation	63
	Section 11.13	Severability	63
	Section 11.14	Counterparts; Electronic Signatures	63
	Section 11.15	Expenses	64
	Section 11.16	Time of Essence	64


Section 11.17	No Presumption Against Drafting Party	64
Section 11.18	Non-Recourse	65
Section 11.19	Limitation of Liability of the Trustee	65
Section 11.20	Purchaser Information; Experience; Independent Inquiry; No Investment Advice	66


Exhibits


Exhibit A-1	AWS-4/H-Block Licenses
Exhibit A-2	AWS-3 Licenses
Exhibit B	Spectrum Transfer Assignment and Assumption of License
Exhibit C	Spectrum Acquisition Assignment and Assumption of License
Exhibit D	Subscription Agreement
Exhibit E	Foreign Assets
Exhibit F	ITU Priorities
Exhibit G	Payment Instructions


Annexes


Annex A	Term Sheet – Commercial Agreements
Annex B	Maintenance of Seller Licenses and Foreign Assets

AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT

THIS AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT

(“Agreement”), dated as of November 5, 2025 (the “Effective Date”), is entered into by and

among (i) EchoStar Corporation, a Nevada corporation (“Seller”), (ii) Space Exploration

Technologies Corp., a Texas corporation (“Purchaser”), and (iii) Spectrum Business Trust 2025-

1, a Nevada Business Trust (“Trust”). Seller, Purchaser and Trust are each a “Party”, and

collectively are the “Parties”.

WHEREAS, the Parties entered into that certain License Purchase Agreement (the

“Original LPA”), dated September 7, 2025 (the “Original LPA Execution Date”) with respect

to the acquisition of (i) United States rights and licenses related to an aggregate of 50 MHz of

spectrum in frequency ranges 2000–2020, 2180–2200, 1915–1920 and 1995–2000, in each case,

as granted by the FCC and as further identified in Exhibit A-1 hereto (collectively, the “AWS-

4/H-Block Licenses”) and (ii) international authorizations, filings, concessions, licenses, rights

and priorities (including the ITU Priorities) related to spectrum that includes the frequency ranges

2000–2020, 2180–2200, 1915–1920 and 1995–2000 that have been granted to or obtained by

Seller or its Subsidiaries from Governmental Authorities, together with certain associated assets,

in each case as identified in Exhibit E hereto (collectively, the “Foreign Assets”);

WHEREAS, Affiliates of Seller hold the United States rights and licenses related to up to

an aggregate of 15 MHz of AWS spectrum in the frequency range of 1695–1710 MHz for each

relevant license area, as granted by the FCC and as further identified in Exhibit A-2 hereto

(collectively, the “AWS-3 Licenses”, and together with the AWS-4/H-Block Licenses, the “Seller

Licenses”);

WHEREAS, Seller wishes to sell, and ▇▇▇▇▇▇▇▇▇ wishes to purchase, the Seller Licenses

and Foreign Assets in the manner and subject to the terms and conditions set forth in this

Agreement; and

WHEREAS, upon the Spectrum Acquisition Closing (as defined below), Purchaser will

transfer and deliver to Seller a Starlink satellite for display at a domestic EchoStar location

designated by Seller, at no cost to Seller.

NOW, THEREFORE, in consideration of the premises and the mutual representations,

warranties, covenants, conditions and agreements hereinafter set forth, the Parties agree to amend

and restate the Original LPA in its entirety as follows:

ARTICLE 1 DEFINITIONS

As used in this Agreement, the following terms will have the meanings set forth or

referenced below:

“Action” means any claim, complaint, action, suit, litigation, arbitration, audit, indictment,

investigation or inquiry by or before any Governmental Authority, or any other arbitration,

mediation or similar proceeding.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in

control of, is controlled by, or is under common control with, such Person. The term

“control” (including, with correlative meanings, the terms “controlled by” and “under common

control with”), as applied to any Person, means the possession, direct or indirect, of the power to

direct or cause the direction of the management and policies of such Person, whether through the

ownership of voting securities or other ownership interests, by contract or otherwise; provided

that, for the avoidance of doubt, for purposes of this Agreement, Trust will not constitute an

Affiliate of Seller or its Subsidiaries.

“Agreed Amount” has the meaning set forth in Section 10.4(d).

“Agreement” means this Agreement and all Exhibits and Schedules hereto, as amended,

supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Business Day” means any day, other than a Saturday or Sunday, on which commercial

banks and foreign exchange markets are open for business in the county of New York, State of

New York.

“Claim Notice” means a written notification which contains (a) the facts and

circumstances in reasonable detail giving rise to any claim for indemnification hereunder, (b) a

description of the Losses incurred or reasonably expected to be incurred by the Indemnified Party

and the Claimed Amount of such Losses, to the extent then known and (c) a statement of the

provisions under this Agreement upon which such claim is based.

“Claimed Amount” means the amount of any Losses incurred or reasonably expected to

be incurred by the Indemnified Party (to the extent then known).

“Code” means the Internal Revenue Code of 1986, as amended. “Communications Act”

means the Communications Act of 1934, as amended. “Confidentiality Agreement” has

the meaning set forth in Section 11.1(a).

“Controlling Party” means the Party controlling the defense of any Third Party Claim.

“Conversion Overage” means the positive difference, if any, resulting from (a) aggregate

Conversion Obligation (as defined in and pursuant to Section 14.01 of the Convertible Notes

Indenture), minus (b) the Covered Conversion Value, which amount, if any and subject to Section

2.1(e), will be the responsibility of Seller and will be satisfied by Seller through (1) the use of its

own sources of cash, (2) the issuance of shares of Class A Common Stock of Seller or (3) a

combination of the foregoing; provided, however, if Seller has not made a Redemption Election as

of the Spectrum Acquisition Closing Date, the Conversion Overage will deemed to be zero.

“Convertible Notes” means the $1,946,855,965 aggregate principal amount of 3.875%

Convertible Senior Secured Notes due 2030 of Seller.

“Convertible Notes Indenture” means the Indenture, dated as of November 12, 2024,

among EchoStar Corporation, the guarantors party thereto and The Bank of New York Mellon

Trust Company, N.A. as trustee and collateral agent, pursuant to which the Convertible Notes were

issued.

“Covered Conversion Value” means the cash amount required for the settlement of

conversions of the Convertible Notes, assuming such conversion is settled by Cash Settlement (as

defined in the Convertible Notes Indenture) and the Daily VWAP (as defined in the Convertible

Notes Indenture) of the Class A Common Stock (as defined in the Convertible Notes Indenture) is

$43.72 for each VWAP Trading Day (as defined in the Convertible Notes Indenture) in the

Observation Period (as defined in the Convertible Notes Indenture) in respect of a Redemption

Date (as defined in the Convertible Notes Indenture) of November 30, 2027, and payable by

Purchaser pursuant to this Agreement; provided, however that (i) in no event will the Covered

Conversion Value exceed $2,774,402,414.17 and, if it does exceed that amount, it will be deemed

to be $2,774,402,414.17 and (ii) if Seller has not made a Redemption Election as of the Spectrum

Acquisition Closing Date, the Covered Conversion Value will deemed to be zero.

“Debtor Relief Laws” means title 11 of the United States Code, 11 U.S.C. §§101-1532,

as amended from time to time, and all other liquidation, conservatorship, bankruptcy, general

assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership,

insolvency, reorganization or similar debtor relief Laws of the United States or other applicable

jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Debt Service Loan” means the cash loans extended to Trust pursuant to the terms of the

Debt Service Loan Agreement.

“Debt Service Loan Agreement” means the loan agreement between Trust, as borrower,

and Purchaser, as lender, entered into on the Original LPA Execution Date.

“Debt Service Loan Agreement Ancillary Documents” means the security agreement

and intercreditor agreements to be entered into on the Spectrum Transfer Closing Date in

connection with the Debt Service Loan Agreement, each substantially in the forms attached as

exhibits to the Debt Service Loan Agreement.

“Debt Service Loan Default” means any breach of Purchaser’s funding obligations under

the Debt Service Loan Agreement.

“Debt Service Loan Default Notice” has the meaning set forth in Section 9.1(d).

“Debt Amount” means the aggregate amount of the Total Payoff Consideration Amount

attributable to EchoStar Indentures Default occurring on or after the date of this Agreement.

“Discharge Letter” has the meaning set forth in Section 6.4(d).

“Disqualification Event” has the meaning set forth in Section 5.8(b).

“DOJ” means the United States Department of Justice.

“EchoStar 6.75% Secured Notes” means the EchoStar Notes described in clause (b) of

the definition thereof.

“EchoStar 10.75% Secured Notes” means the EchoStar Notes described in clause (a) of

the definition thereof.

“EchoStar High Yield Notes” means the EchoStar Notes described in clauses (a) and (b)

of the definition thereof.

“EchoStar Indebtedness” means the EchoStar Notes and any Incremental Debt.

“EchoStar Indentures” means, collectively, (a) the EchoStar New Notes Indenture, dated as of

November 12, 2024, associated with the issuance of the EchoStar 10.75% Secured Notes, (b) the

EchoStar Exchange Notes Indenture, dated as of November 12, 2024, associated with the

issuance of the EchoStar 6.75% Secured Notes, and (c) the Convertible Notes Indenture.

“EchoStar Indenture Obligations” means the obligations of Trust as guarantor and

pledgor under the EchoStar Indentures pursuant to the EchoStar Joinder Documents.

“EchoStar Indentures Default” means any Event of Default under (and as defined in) any

of the EchoStar Indentures resulting primarily from an act or failure to act by Seller or any of its

Subsidiaries party thereto, subject to any cure provisions set forth in such EchoStar Indentures.

“EchoStar Joinder Documents” means customary joinder agreements to the EchoStar

Indentures and related security pledge and intercreditor agreements, each substantially in the forms

attached to the applicable EchoStar Indentures, related security agreements or intercreditor

agreement.

“EchoStar Noteholders” means the holders of the EchoStar Notes.

“EchoStar Notes” means, collectively, (a) the $5,505,999,854 aggregate principal amount

of 10.75% Senior Spectrum Secured New Notes due 2029, (b) the $2,372,670,498 aggregate

principal amount of 6.75% Senior Spectrum Secured Exchange Notes due 2030 and (c) the

Convertible Notes, in each case, of Seller.

“EchoStar Notes Interest Payments” has the meaning set forth in Section 6.5(b).

“Effective Date” has the meaning set forth in the preamble.

“Equity Amount” has the meaning set forth in Section 2.1(c)(ii)(A). “Expense Cap” has

the meaning set forth in Section 11.15(b).

“FCC” means the United States Federal Communications Commission, including a bureau

or office thereof acting under delegated authority, and any substitute or successor entity thereto.

“FCC Acquisition Consent” means the consent of the FCC to permit the consummation

of the assignment by Trust to Purchaser of the Seller Licenses to the extent such consent is

necessary, which consent will include (1) exclusive use for Purchaser of the spectrum rights for

terrestrial and satellite operations under the Seller Licenses, (2) a waiver of the terrestrial build-

out requirements in 47 C.F.R. § 27.14(q)-(s), and (3) authority to provide supplemental coverage

from space using the 1915–1920/1995–2000 MHz and 1695-1710 MHz bands pursuant to 47

C.F.R. § 25.125.

“FCC Applications” has the meaning set forth in Section 6.3(b).

“FCC Consents” means the FCC Transfer Consent and the FCC Acquisition Consent.

“FCC Order” means an official action or order taken or issued by the FCC through written order,

decision, memorandum, public notice or letter that is effective and as to which no stay is in effect.

“FCC Rules” means the rules, regulations, orders and written policies of the FCC.

“FCC Transfer Consent” means the requisite consent of the FCC to permit the

consummation of the assignment by Seller to Trust of the Seller Licenses.

“Filing Deadline” has the meaning set forth in Section 6.3(b).

“Final Remaining Assets Transfer Date” has the meaning set forth in Section 6.1(c).

“Foreign Asset Material Adverse Effect” means an event, development, circumstance, change

or effect that, individually or in the aggregate, has a material adverse effect on the Foreign Assets

(taken as a whole); provided, however, that the effects of any of the following will not, alone or

in combination, be deemed to constitute, nor be taken into account in determining whether there

has been, any such material adverse effect: (i) changes in economic, regulatory, social or political

conditions (including any statements or proclamations of public officials) or the financing,

banking, currency or capital markets in general in the United States or any other jurisdiction

(including interest rate and exchange rate changes, inflationary matters or tariffs or trade wars);

(ii) changes in Laws, orders or any applicable accounting standards or any interpretation thereof;

(iii) changes affecting industries, markets or geographical areas in which Seller and Licensing

Subsidiaries conduct their businesses with respect to the Foreign Assets; (iv) the negotiation,

announcement, execution, pendency or performance of this Agreement or the transactions

contemplated hereby (it being understood that this clause (iv) will not apply to any representation,

warranty, covenant or agreement of Seller herein that is expressly intended to address the

consequences of the execution, delivery or performance of this Agreement or the consummation

of the transactions contemplated hereby); (v) any act of God, weather-related event, natural

disaster, force majeure event or other similar event; (vi) any epidemic, pandemic or disease

outbreak; (vii) actions taken at Purchaser’s written request; or (viii) any action taken Affiliates in

breach of this Agreement or any of the Transaction Documents.

“Foreign Assets” has the meaning set forth in the recitals.

“Foreign Assets Acquisition Regulatory Approval” means each consent, waiver,

approval, authorization, permit, or order from the appropriate Governmental Authorities or Third

Parties for the assignment or transfer of Foreign Assets (or the equity interests of the applicable

Licensing Subsidiaries) to Purchaser.

“Fraud” means, with respect to any Party, an actual and intentional common law fraud

with the element of scienter in the making of any representation or warranty set forth in Article 3

(in the case of Seller) or Article 5 (in the case of Purchaser). Under no circumstances will “Fraud”

include any equitable fraud, negligent misrepresentation, promissory fraud, unfair dealings, extra-

contractual fraud or any other fraud or torts based on recklessness or negligence.

“FTC” means the United States Federal Trade Commission.

“Governmental Authority” means an international, federal, state or local court,

legislature, governmental agency, multilateral agency, treaty organization, commission or

regulatory, administrative or taxing authority or instrumentality.

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as

amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

“HSR Notice” has the meaning set forth in Section 6.3(c). “Incremental Debt” has the

meaning set forth in Section 6.1(b). “Indemnified Party” has the meaning set forth in

Section 10.2(a).

“Indemnifying Party” has the meaning set forth in Section 10.2(a).

“ITU” means the International Telecommunication Union, including a bureau or office

thereof acting under delegated authority, and any substitute or successor entity thereto.

“ITU Priorities” means the ITU filings, in each case, as set forth on Exhibit F.

“Knowledge” or “knowledge” as used (a) with respect to Seller, means the current, actual

knowledge of the individuals set forth in Section 1 of the Seller Disclosure Schedule and (b) with

respect to Purchaser, means the current, actual knowledge of the individuals set forth on Section 1

of the Purchaser Disclosure Schedule, in each case, after reasonable inquiry of such individuals’

direct reports.

“Law” means applicable common law and any statute, ordinance, code or other law, rule,

permit, permit condition, regulation, order, decree, technical or other standard, requirement or

procedure enacted, adopted, promulgated, applied, issued or followed by any Governmental

Authority.

“Liabilities” means any direct or indirect liability, indebtedness, guaranty, endorsement,

claim, loss, damage, deficiency, cost, expense, obligation or responsibility, of any kind or nature

whatsoever, whether fixed or unfixed, known or unknown, asserted or unasserted, ▇▇▇▇▇▇ or

inchoate, liquidated or unliquidated, secured or unsecured, accrued, contingent or otherwise.

“Licensing Subsidiary” means a direct or indirect Subsidiary of Seller that holds one or

more Seller Licenses and/or Foreign Assets.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security

interest, easement, conditional sales contract, reversionary interest, transfer restriction (other than

transfer restrictions arising or routinely imposed under the Communications Act or the FCC

Rules), right of first refusal, voting trust agreement, preemptive right or other adverse claim, defect

of title or other encumbrance of any kind, whether voluntary or imposed by applicable Law, and

any agreement to give any of the foregoing in respect of such asset excluding (a) any restrictions

and limitations generally applicable to the license types constituting the Seller Licenses and the

Foreign Assets, (b) any conditions or restrictions imposed on the Seller Licenses by the FCC, or

on the Foreign Assets by the applicable Governmental Authorities, including the terms and

conditions of the FCC Consents or the Foreign Assets Acquisition Regulatory Approvals, and (c)

any ▇▇▇▇ imposed in connection with the consummation of the transactions contemplated hereby

or otherwise as a result of actions taken by Purchaser or any of its Affiliates.

“Loss” means, without duplication, any loss, liability, claim, damage, expense (including

reasonable and documented legal fees and expenses or other reasonable and documented

professional services fees and expenses), court cost, amount paid in settlement, other expense

associated with enforcing any right hereunder, expense for investigation and ongoing monitoring

and remediation expense; provided, however, that “Loss” will not include any indirect, punitive or

exemplary damages except to the extent awarded to a Third Party in a Third Party Claim.

“Material Adverse Effect” means an event, development, circumstance, change or effect

that, individually or in the aggregate, has a material adverse effect on: (a) the Seller Licenses

(taken as a whole), (b) the ability of the holder thereof to use the Seller Licenses (taken as a whole)

or (c) the ability of Seller to consummate the transactions contemplated by this Agreement;

provided, however, that the effects of any of the following will not, alone or in combination, be

deemed to constitute, nor be taken into account in determining whether there has been, any such

material adverse effect: (i) changes in economic, regulatory, social or political conditions

(including any statements or proclamations of public officials) or the financing, banking, currency

or capital markets in general in the United States or any other jurisdiction (including interest rate

and exchange rate changes, inflationary matters or tariffs or trade wars); (ii) changes in Laws,

orders or any applicable accounting standards or any interpretation thereof; (iii) changes affecting

industries, markets or geographical areas in which Seller and Licensing Subsidiaries conduct their

businesses with respect to the Seller Licenses; (iv) the negotiation, announcement, execution,

pendency or performance of this Agreement or the transactions contemplated hereby (it being

understood that this clause (iv) will not apply to any representation, warranty, covenant or

agreement of Seller herein that is expressly intended to address the consequences of the execution,

delivery or performance of this Agreement or the consummation of the transactions contemplated

hereby); (v) any act of God, weather-related event, natural disaster, force majeure event or other

similar event; (vi) any epidemic, pandemic or disease outbreak; (vii) actions taken at Purchaser’s

written request; or (viii) any action taken by Purchaser or any of its Affiliates in breach of this

Agreement or any of the Transaction Documents.

“Non-Controlling Party” means the Party not controlling the defense of any Third Party

Claim.

“Non-Party Affiliate” has the meaning set forth in Section 11.18.

“Organizational Documents” means, with respect to any Person, articles or certificate of

incorporation, bylaws, partnership agreement, articles or certificate of formation or organization,

operating or limited liability company agreement, trust agreement, or other equivalent

constitutional documents, including any amendments, exhibits, schedules, annexes, and

attachments thereto.

“Party” and “Parties” have the meanings set forth in the preamble.

“Person” means an individual, person, firm, corporation, partnership, limited liability

company, syndicate, trust, association, organization or other entity, including any Governmental

Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Post-Closing Obligations Deadline” has the meaning set forth in Section 6.8(a).

“Purchase Price” has the meaning set forth in Section 2.1(c)(ii).

“Purchaser” has the meaning set forth in the preamble.

“Purchaser Burdensome Condition” means any actions, undertakings, terms, conditions,

liabilities, obligations, commitments, sanctions or other measures (including any Remedial

Action) that, individually or in the aggregate, would have or would be reasonably likely to have a

material adverse effect on the business and operations of Purchaser, taken as a whole, with the

business and operations of Purchaser being measured based on the size of the business and

operations of Seller, taken as a whole.

“Purchaser Bylaws” means the Bylaws of Purchaser, dated as of February 14, 2024.

“Purchaser Certificate of Formation” means the Certificate of Formation of Purchaser, dated

as of February 14, 2024.

“Purchaser Covered Person” means, with respect to Purchaser as an “issuer” for purposes

of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule

506(d)(1).

“Purchaser Fundamental Representations” means the representations and warranties set

forth in Section 5.1 (Organization), Section 5.2 (Power and Authority), Section 5.3(a)

(Capitalization), Section 5.4 (Enforceability), Section 5.8(a) (Valid Issuance of Purchaser

Shares), and Section 5.10 (No Brokers).

“Purchaser Governing Documents” means the Organizational Documents of Purchaser

(including, for the avoidance of doubt, the Purchaser Certificate of Formation and the Purchaser

Bylaws).

“Purchaser Indemnified Parties” has the meaning set forth in Section 10.2(b).

“Purchaser Information” has the meaning set forth in Section 11.20(a).

“Purchaser IRA” means the Amended and Restated Investor’s Rights Agreement of the

Bylaws, dated August 4, 2020.

“Purchaser Shares” means shares of Class A Common Stock (as defined in the Purchaser

Certificate of Formation) issued and sold to Seller pursuant to this Agreement and the Subscription

Agreement.

“Qualified Debt” means Incremental Debt where (i) so long as outstanding, does not

restrict or prohibit the performance of this Agreement or the transactions contemplated hereby, (ii)

does not require amortization or prepayments (other than asset sale or change of control provisions

consistent with the EchoStar Indentures as in effect on the date hereof) prior to the Spectrum

Acquisition Closing and (iii) the maximum amount of all obligations (including any prepayment

premiums or penalties) that could be outstanding at any one time thereunder together with the

maximum Total Payoff Consideration Amount (calculated without reference to any Incremental

Debt) does not exceed the Total Consideration Amount.

“Redemption Election” means that Seller has issued a Redemption Notice (as defined in,

and permitted by the terms of, the Convertible Notes Indenture) with a Redemption Date (as

defined in the Convertible Notes Indenture) of November 30, 2027, or, if later, the Spectrum

Acquisition Closing Date.

“Remaining Foreign Assets” has the meaning set forth in Section 6.8(a).

“Representatives” means, in relation to any Party, the directors, officers, employees, agents,

professional advisers, attorneys, financial advisors, accountants and consultants of such Party

and its Affiliates.

“Response” has the meaning set forth in Section 10.4(d). “Remedial Action” has the

meaning set forth in Section 6.3(e).

“Secured Notes Liens” means Liens securing the EchoStar Notes and any Incremental

Debt.

“Securities Act” has the meaning set forth in Section 11.9(d). “Seller” has the

meaning set forth in the preamble.

“Seller Aggregate Noteholder Payment Amount” has the meaning set forth in

Section

“Seller Burdensome Condition” means any actions, undertakings, terms,

conditions, 2.1(d). liabilities, obligations, commitments, sanctions or other measures (including

any Remedial Action) that, individually or in the aggregate, would have or would be reasonably

likely to have a material adverse effect on the business or operations of Seller.

“Seller Disclosure Schedule” has the meaning set forth in the preamble to Article 3.

“Seller Elected Payoff Amount” has the meaning set forth in the flush language of

Section 2.1(c).

“Seller Fundamental Representations” means the representations and

warranties set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Power and

Authority), Section 3.3 (Enforceability) and Section 3.8 (No Brokers).

“Seller Indemnified Parties” has the meaning set forth in Section 10.2(c). “Seller

Licenses” has the meaning set forth in the recitals.

“Seller Licenses Re-Transfer” has the meaning set forth in Section 9.2(b).

“Solvent” means, with respect to a particular Person on a particular date, that on such date,

(a) the sum of the assets, at a fair valuation, of such Person will exceed its debts, (b) such Person

has not incurred and does not intend to incur, and does not believe that it will incur, debts beyond

its ability to pay such debts as such debts mature, and (c) such Person will have sufficient capital

and liquidity with which to conduct its business.

“Specified Costs” has the meaning set forth in Section 11.15(b).

“Spectrum Acquisition Closing” has the meaning set forth in Section 2.4(a).

“Spectrum Acquisition Closing Acceleration Election” has the meaning set forth in

Section 2.4(b).

“Spectrum Acquisition Closing Acceleration Notice” has the meaning set forth in

Section 2.4(b).

“Spectrum Acquisition Closing Date” has the meaning set forth in Section 2.4(a).

“Spectrum Acquisition Outside Date” has the meaning set forth in Section 9.1(b). “Spectrum

Transfer Closing” has the meaning set forth in Section 2.3(a). “Spectrum Transfer Closing

Date” has the meaning set forth in Section 2.3(a). “Spectrum Transfer Outside Date” has the

meaning set forth in Section 9.1(b).

“Subsidiary” means, with respect to any Person, any corporation, partnership, association

or other business entity of which (a) if a corporation, a majority of the total voting power of shares

of stock entitled (without regard to the occurrence of any contingency) to vote in the election of

directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by

that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or

(b) if a partnership, association or other business entity, a majority of the partnership or other

similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that

Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof,

a Person or Persons will be deemed to have a majority ownership interest in a partnership,

association or other business entity if such Person or Persons will be allocated a majority of

partnership, association or other business entity gains or losses or will be or control the managing

director or general partner of such partnership, association or other business entity; provided that,

for the avoidance of doubt, for purposes of this Agreement, Trust will not constitute a Subsidiary

of Seller.

“Target Accelerated Spectrum Acquisition Closing Date” has the meaning set forth in

Section 2.4(b).

“Target Spectrum Acquisition Closing Date” mean November 30, 2027.

“Taxes” means any and all federal, state, local, foreign or other taxes of any kind imposed

by any Governmental Authority, including income, net proceeds, gross receipts, license, payroll,

employment, excise, severance, stamp, occupation, premium, windfall profits, environmental,

customs duties, utilities, telecommunications, capital stock, franchise, profits, withholding, social

security (or similar), unemployment, disability, property, personal property, sales, use, transfer,

registration, value added, alternative or add-on minimum, estimated or other assessment, fee,

governmental charge or other amount in the nature of a tax (together with any and all interest,

penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any

Governmental Authority.

“Tax Return” means any return, declaration, report, statement, claim for refund or

information statement and other document filed or required to be filed with a Governmental

Authority with respect to Taxes, including any schedule or attachment thereto, and any

amendment, modification or supplement thereof.

“Third Party” means, with respect to any specified Person, any other Person who is not

an Affiliate of such specified Person (other than Governmental Authority).

“Third Party Claim” means any Action by a Person other than Purchaser or Seller for

which indemnification may be sought by an Indemnified Party under Article 10.

“Total Consideration Amount” has the meaning set forth in Section 2.1(c).

“Total Payoff Consideration Amount” has the meaning set forth in Section 2.1(c)(i).

“Transaction Documents” means this Agreement, the Commercial Agreements, the Trust

Agreement, the Debt Service Loan Agreement, the Debt Service Loan Agreement Ancillary

Documents, and all other agreements, documents and instruments required to be delivered by any

Party or its designee to any other Party or its designee in accordance with the provisions of this

Agreement.

“Transfer Taxes” means all transfer, documentary, sales, use, stamp, recording, value

added, registration and other similar Taxes and all conveyance fees, recording fees and other

similar charges, including penalties, interest and other charges with respect thereto.

“Trust Agreement” means that certain Spectrum Trust Agreement, dated as of September

7, 2025, by and between Purchaser and Trustee, as may be amended from time to time, governing

the terms, conditions and activities of Trust.

“Trust Guarantee” means Trust’s guarantee of the EchoStar Notes pursuant to the

EchoStar Joinder Documents.

“Trustee” means The Bank of New York Mellon Trust Company, N.A. or any successor

trustee of the Trust.

“Willful and Material Breach” means a material breach of a covenant or agreement set

forth in this Agreement by a Party that is a consequence of an act or failure to act by the breaching

Party with knowledge or intention that the taking of such act or failure to act would, or would

reasonably be expected to, cause or constitute a material breach of such covenant or agreement.

ARTICLE 2

PURCHASE AND SALE OF SELLER LICENSES AND FOREIGN ASSETS

Section 2.1Purchase and Sale of Seller Licenses and Foreign Assets

(a)Subject to the terms and conditions set forth in this Agreement, (i) Seller

hereby agrees to, or to cause the Licensing Subsidiaries to, convey, transfer, deliver and assign to

Trust at the Spectrum Transfer Closing, and Trust hereby agrees to accept the conveyance, transfer,

delivery and assignment from Seller and the Licensing Subsidiaries at the Spectrum Transfer

Closing, all right, title and interest of Seller and the Licensing Subsidiaries in and to the Seller

Licenses, free and clear of all Liens, other than the Secured Notes Liens and (ii) Trust hereby

agrees to convey, transfer, deliver and assign to Purchaser at the Spectrum Acquisition Closing,

and ▇▇▇▇▇▇▇▇▇ agrees to accept the conveyance, transfer, delivery and assignment from Trust at the

Spectrum Acquisition Closing, all right, title and interest of Trust in and to the Seller Licenses,

free and clear of all Liens.

(b)Subject to the terms and conditions set forth in this Agreement, Seller

▇▇▇▇▇▇ agrees to, or to cause the Licensing Subsidiaries to (i) convey, transfer, deliver and assign

to Purchaser at the Spectrum Acquisition Closing, and Purchaser hereby agrees to accept the

conveyance, transfer, delivery and assignment from Seller and the Licensing Subsidiaries at the

Spectrum Acquisition Closing, all right, title and interest of Seller and the Licensing Subsidiaries

in and to the Foreign Assets, free and clear of all Liens, for which the necessary consents, waivers,

approvals, authorizations, permits or orders from the appropriate Governmental Authorities have

been received as of the Spectrum Acquisition Closing Date and (ii) following the Spectrum

Acquisition Closing Date, with respect to any Remaining Foreign Assets and subject to Section

6.8, ▇▇▇▇▇▇, transfer, deliver and assign to Purchaser, and ▇▇▇▇▇▇▇▇▇ hereby agrees to accept the

conveyance, transfer, delivery and assignment from Seller and the Licensing Subsidiaries, all right,

title and interest of Seller and the Licensing Subsidiaries in and to the Remaining Foreign Assets,

free and clear of all Liens, for which the necessary consents, waivers, approvals, authorizations,

permits or orders from the appropriate Governmental Authorities and Third Parties have been

received on or by the Post-Closing Obligations Deadline, with such conveyance, transfer, delivery

and assignment to occur, with respect to any Remaining Foreign Asset, from time to time as and

when the necessary consents, waivers, approvals, authorization, permits or orders for such

Remaining Foreign Asset are obtained.

(c)The total consideration for the conveyance, transfer, delivery and

assignment of the Seller Licenses and Foreign Assets at the Spectrum Acquisition Closing will be

$19,616,737,853 (as it may be adjusted as set forth in Section 2.1(d), the “Total Consideration

Amount”), payable as follows:

(i)At the Spectrum Acquisition Closing, Purchaser will pay to Trust,

by wire transfer of immediately available funds, an amount (the “Total Payoff

Consideration Amount”) equal to (x) the amount required to satisfy, discharge and cause to

be terminated in full the then-outstanding obligations under the EchoStar High Yield Notes,

including all principal, accrued and unpaid interest, premiums and any other amounts payable

thereunder which, for the avoidance of doubt, will not include the interest amount payable at

the Spectrum Acquisition Closing under the Debt Service Loan Agreement, sufficient to

cause the release of the Trust Guarantee (and related Liens) plus (y) if there has been a

Redemption Election, the Covered Conversion Value (clauses (x) and (y), together with the

satisfaction of the Conversion Overage, if any, representing the amounts necessary to satisfy

the EchoStar High Yield Notes and (if a Redemption Election has been made) the Convertible

Notes in full). Trust will promptly (but in any event no later than the Spectrum Acquisition

Closing Date) either (A) directly apply the Total Payoff Consideration Amount and the

Conversion Overage (solely to the extent paid by Purchaser pursuant to Section 2.1(e)), in

accordance with the terms of the applicable EchoStar Indentures, to satisfy the applicable

EchoStar Notes in full or (B) transfer the Total Payoff Consideration Amount and the

Conversion Overage (solely to the extent paid by Purchaser pursuant to Section 2.1(e)) to

Seller, which will promptly (but in any event no later than the Spectrum Acquisition Closing

Date) apply such funds in accordance with the applicable EchoStar Indentures to satisfy the

applicable EchoStar Notes in full. If, notwithstanding Seller’s obligation to repay in full all

outstanding obligations under any Incremental Debt required to be satisfied and discharged to

permit the Spectrum Acquisition Closing and the related transactions, Seller defaults on such

obligations, then the Total Payoff Consideration Amount will be increased by the aggregate

amount necessary to repay in full such obligations.

(ii)At the Spectrum Acquisition Closing, Purchaser will deliver to

Seller an amount, if any (the “Purchase Price”), equal to the amount by which the Total

Consideration Amount exceeds the sum of the Total Payoff Consideration Amount plus any

portion of the Conversion Overage actually paid by Purchaser pursuant to Section 2.1(e), to

be paid as follows:

(A)first, up to $11,116,737,853 (as it may be adjusted as set

forth in Section 2.1(d), the “Equity Amount”) in Purchaser Shares (rounded to the nearest whole

share), valued at a per share price of $212.00 (as adjusted for any stock dividend, stock split or

combination of shares or in connection with a reclassification, recapitalization, merger,

consolidation or other reorganization), issuable to Seller (or one or more of its designated

Subsidiaries); and

(B)second,to the extent the Purchase Price exceeds

$11,116,737,853, an amount in cash equal to the difference between the Equity Amount and the

Purchase Price, payable in immediately available funds to Seller; If the Total Payoff

Consideration Amount exceeds $8,500,000,000, and to the extent Seller pays or settles on or

prior to the Spectrum Acquisition Closing Date, all or a portion of the Total Payoff Consideration

Amount in excess of $8,500,000,000 (such excess amount, the “Seller Elected Payoff

Amount”) either (1) by using its own sources of cash and/or (2) in the event of Conversion

Overage in the manner described in the definition of “Conversion Overage”, then the Purchase

Price will be increased by an amount equal to the portion of such Seller Elected Payoff Amount

paid or settled by Seller, provided that, in all cases, the sum of the Purchase Price and the Total

Payoff Consideration Amount will not exceed the Total Consideration Amount and the Equity

Amount will not exceed $11,116,737,853. In the event that ▇▇▇▇▇▇ has made a Redemption Election

and, in its sole discretion, pays all or a portion of the Covered Conversion Value in shares of Class

A Common Stock of Seller on or prior to the Spectrum Acquisition Closing Date in accordance

with the Convertible Note Indenture, such settlement will reduce the Total Payoff Consideration

Amount otherwise payable by Purchaser pursuant to Section 2.1(c)(i) on a dollar-for-dollar basis

(using an assumed value of each share of Class A Common Stock of Seller delivered in such

settlement of $43.72) and will correspondingly increase the Equity Amount on a dollar-for-dollar

basis, up to, but not exceeding $11,116,737,853. In the event Seller elects not to (or does not) pay

the Seller Elected Payoff Amount (including by not paying any portion of the Conversion Overage

in the event of a Redemption Election), the Equity Amount will be reduced on a dollar-for-dollar

basis so that, in all cases, the sum of the Equity Amount and the Total Payoff Consideration

Amount does not exceed the Total Consideration Amount.

(d)Notwithstanding anything to the contrary in Section 2.1(c): if the Spectrum

Acquisition Closing Date occurs (i) on or after the Target Spectrum Acquisition Closing Date, to

the extent that the Total Payoff Consideration Amount exceeds the Total Consideration Amount,

the Total Payoff Consideration Amount will equal the Total Consideration Amount and Seller will

pay, in accordance with the EchoStar Indentures and concurrent with the payment of the Total

Payoff Consideration Amount, all remaining amounts that are in excess of the Total Consideration

Amount and necessary to satisfy the EchoStar High Yield Notes and (if a Redemption Election

has been made) the Convertible Notes in full and cause the release of the Trust Guarantee (and

related Liens) or (ii) prior to the Target Spectrum Acquisition Closing Date, (A) the Total

Consideration Amount will be increased by the amount of any increase in the Total Payoff

Consideration Amount necessary to satisfy the EchoStar High Yield Notes in full and cause the

release of the Trust Guarantee (and related Liens) prior to the Target Spectrum Acquisition Closing

Date, (B) any increase to the Total Consideration Amount will exclude the Default Amount and

of the Total Payoff Consideration Amount, the Default Amount that is in excess of the Total

Consideration Amount (the amount payable by Seller under this Section 2.1(d), the “Seller

Aggregate Noteholder Payment Amount”).

(e)If Seller has made a Redemption Election but fails to satisfy the Conversion

Overage, if any, no later than the Spectrum Acquisition Closing Date, Purchaser reserves the right

to pay the Conversion Overage in cash to Trust in order to satisfy the Convertible Notes in full.

(f)For U.S. federal, and applicable state and local, income tax purposes, the

Parties intend that (i) Seller be treated as the owner of the Seller Licenses and Foreign Assets until

the consummation of the Spectrum Acquisition Closing and, if applicable, of the Option Exercise

Assets until their transfer by Seller to Purchaser pursuant to Section 6.8(d) and (ii) to the extent

the Spectrum Acquisition Closing occurs (and if applicable, the transfer of the Option Exercise

Assets occurs), an amount equal to the Total Consideration Amount (whether paid directly to Seller

or paid to the Trust) be treated as payments of consideration by Purchaser to Seller in exchange

for the Seller Licenses, Foreign Assets and, if applicable, Option Exercise Assets (clauses (i) and

(ii), the “Intended Tax Treatment”). The Parties agree to file all applicable Tax Returns in a

manner consistent with the Intended Tax Treatment unless otherwise required by a final

determination within the meaning of Section 1313(a) of the Code (or any similar or corresponding

determination made under state, local or non-U.S. law). Each Party promptly will notify the other

Party if such Party is required pursuant to a determination described in the immediately preceding

sentence to take any position inconsistent with the Intended Tax Treatment and, in the event there

is such a determination, (1) the Party required to take a different position will provide a detailed

explanation to the other Party of the final determination and manner in which it varies from the

Intended Tax Treatment, (2) the Parties agree to cooperate in good faith to determine the date on

which ownership of the Seller Licenses, Foreign Assets and Option Exercise Assets, as applicable,

transferred from Seller to Purchaser for U.S. federal income tax purposes and (3) the Parties will

no longer be bound by the Intended Tax Treatment to the extent they reasonably conclude that the

Intended Tax Treatment is inconsistent with such final determination.

(g)Following the date hereof, Seller and Purchaser will reasonably cooperate

in good faith and use commercially reasonable efforts to prepare and agree on a schedule allocating

the Total Consideration Amount (and any other amounts treated as consideration paid by Purchaser

to Seller in exchange for the Seller Licenses, the Foreign Assets and, if applicable, the Option

Exercise Assets for U.S. federal, and applicable state and local, income tax purposes) among the

Seller Licenses, the Foreign Assets and, if applicable, the Option Exercise Assets for U.S. federal,

and applicable state and local, income tax purposes (“Allocation Schedule”). To the extent the

Parties agree on an Allocation Schedule in accordance with the preceding sentence, the Parties

agree to file all applicable Tax Returns consistently with such mutually agreed Allocation Schedule

unless otherwise required by a final determination within the meaning of Section 1313(a) of the

Code (or any similar or corresponding determination made under state, local or non-U.S. law).

Section 2.2No Assumption of Liabilities. THIS IS A PURCHASE AND SALE OF ASSETS

AND PURCHASER WILL NOT ASSUME, BE BOUND BY OR BE RESPONSIBLE OR

LIABLE FOR, OR BE DEEMED TO HAVE ASSUMED, BECOME BOUND BY OR

RESPONSIBLE OR LIABLE FOR, UNDER THIS AGREEMENT OR BY REASON OF THE

TRANSACTIONS CONTEMPLATED HEREBY, ANY LIABILITIES OF SELLER OR ANY

OTHER PERSON, OR IN RESPECT OF THE SELLER LICENSES OR FOREIGN ASSETS OF

ANY KIND OR NATURE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE,

THAT EXISTED, AROSE, WERE INCURRED, OR OTHERWISE PERTAIN TO ACTIONS

EVENTS OR CIRCUMSTANCES OCCURRING OR EXISTING PRIOR TO (OR ARISING IN

RESPECT OF A PERIOD (OR A PORTION THEREOF) ENDING ON OR PRIOR TO) THE

SPECTRUM ACQUISITION CLOSING WITH RESPECT TO THE SELLER LICENSES AND

THE FOREIGN ASSETS (INCLUDING, WITHOUT LIMITATION AND FOR THE

AVOIDANCE OF DOUBT, ANY TAXES). PURCHASER ONLY WILL BE LIABLE FOR

LIABILITIES FIRST ARISING IN RESPECT OF PERIODS BEGINNING FROM AND AFTER

THE SPECTRUM ACQUISITION CLOSING AND RELATING TO THE OWNERSHIP,

OPERATION OR USE OF THE SELLER LICENSES AND FOREIGN ASSETS IN RESPECT

OF SUCH PERIODS.

Section 2.3 Spectrum Transfer Closing.

(a)Unless this Agreement will have been earlier terminated in accordance with

the provisions of this Agreement, the closing of the conveyance, transfer, delivery and assignment

of the Seller Licenses to Trust as contemplated by this Agreement (the “Spectrum Transfer

Closing”) will be consummated via electronic transmission on the date that is three Business Days

after the satisfaction or waiver of the conditions set forth in Article 7 (except those conditions that

by their nature will be satisfied at the Spectrum Transfer Closing, but subject to the satisfaction of

such conditions at the Spectrum Transfer Closing), or at such other time or place as may be agreed

upon in writing by ▇▇▇▇▇▇▇▇▇ and Seller. The date of the Spectrum Transfer Closing is referred to

herein as the “Spectrum Transfer Closing Date”.

(b)Subject to the terms and conditions hereof, at the Spectrum Transfer

Closing:

(i)Seller will, and will cause the Licensing Subsidiaries to, execute and

deliver to Trust an instrument of assignment and assumption of license substantially in the form

attached hereto as Exhibit B, executed by Seller or the applicable Licensing Subsidiary.

(ii)Purchaser will execute and deliver to Trust the Debt Service Loan

Agreement Ancillary Documents.

(iii)Trust will execute and deliver (A) to Seller an instrument of

assignment and assumption of license substantially in the form attached hereto as Exhibit B; (B)

to Purchaser (1) the Debt Service Loan Agreement Ancillary Documents; and (2) a properly

completed Internal Revenue Service Form W-9; (C) EchoStar Joinder Documents and (D) any

certificates or other documents required to be delivered on such date by Trust under the Debt

Service Loan Agreement.

(iv)Seller will deliver to Purchaser instruments evidencing the

terminations contemplated by Section 6.4(a).

(c)At the Spectrum Transfer Closing and subject to the terms and conditions

of the Debt Service Loan Agreement, Purchaser will pay to Trust, and Trust will pay to Seller, an

amount equal to the sum of (x) the aggregate cash interest paid, if any, by Seller or any of its

Affiliates on the EchoStar Notes from and including June 1, 2025 through the Spectrum Transfer

Closing Date plus (y) the Make-Whole Amount (as defined in the Debt Service Loan Agreement).

Section 2.4 Spectrum Acquisition Closing.

(a)Unless (i) this Agreement is earlier terminated in accordance with the

provisions of this Agreement or (ii) there is a Spectrum Acquisition Closing Acceleration Election

in accordance with Section 2.4(b), the closing of the conveyance, transfer, delivery and assignment

of the Seller Licenses to Purchaser as contemplated by this Agreement (the “Spectrum

Acquisition Closing”) will be consummated via electronic transmission on the Target Spectrum

Acquisition Closing Date, provided, that all of the conditions set forth in Article 8 have been

satisfied or waived on such date (except those conditions that by their nature will be satisfied at

the Spectrum Acquisition Closing, but subject to the satisfaction of such conditions at the Spectrum

Acquisition Closing), or at such other time or place as may be agreed upon in writing by Purchaser

and Seller. The date of the Spectrum Acquisition Closing is referred to herein as the “Spectrum

Acquisition Closing Date”.

(b)Following the Spectrum Transfer Closing, Purchaser will have the right to

accelerate the Spectrum Acquisition Closing Date to a date of its choosing at its sole discretion (a

“Spectrum Acquisition Closing Acceleration Election”) upon delivery of written notice (a

“Spectrum Acquisition Closing Acceleration Notice”) to Trust and Seller at least 30 days prior

to the accelerated target Spectrum Acquisition Closing Date set forth in such notice (the “Target

Accelerated Spectrum Acquisition Closing Date”); provided, however, that the Spectrum

Acquisition Closing will be subject to the satisfaction or waiver of the conditions set forth in

Article 8 and the Target Accelerated Spectrum Acquisition Closing Date will automatically be

extended until such conditions are satisfied or waived. Subject to the terms and conditions hereof,

the Parties further agree to use reasonable best efforts to promptly do or cause to be done all such

acts as necessary to consummate the Spectrum Acquisition Closing on the Target Accelerated

Spectrum Acquisition Closing Date upon Purchaser’s delivery of the Spectrum Acquisition

Closing Acceleration Notice.

(c)Subject to the terms and conditions hereof, at the Spectrum Acquisition

Closing:

(i)Trust will execute and deliver to Purchaser: (A) an instrument of

assignment and assumption of license substantially in the form attached hereto as Exhibit C; (B)

the Discharge Letter; (C) a properly completed Internal Revenue Service Form W- 9 and (D) any

certificates or other documents required to be delivered on such date by Trust under the Debt

Service Loan Agreement.

(ii)Purchaser will execute and deliver to Trust: (A) an instrument of

assignment and assumption of license substantially in the form attached hereto as Exhibit C; and

(B) the Discharge Letter.

(iii)Seller will deliver (A) to Trust and Purchaser: Payoff Letters duly

executed by Seller (or applicable Affiliate(s) of Seller) and each other applicable party with respect

to EchoStar Indebtedness; and (B) to Purchaser (1) a subscription agreement, substantially in the

form attached hereto as Exhibit D (the “Subscription Agreement”); (2) a properly completed

Internal Revenue Service Form W-9; and (3) solely to the extent actually being transferred to

Purchaser at the Spectrum Acquisition Closing, instruments evidencing the assignment and

assumption of Foreign Assets from the Licensing Subsidiaries to Purchaser (in each case, in a

form to be mutually agreed to by ▇▇▇▇▇▇▇▇▇ and Seller).

Section 2.5 Withholding. Each Party will be entitled to deduct and withhold from the

amounts payable or otherwise deliverable to any other Party pursuant to this Agreement such

amounts as are required to be deducted or withheld therefrom under the Code or under any

provision of state, local or foreign Law; provided, that each of Purchaser and Trust will use

reasonable best efforts to provide at least five (5) Business Days’ prior notice to Seller of any

intention to deduct and withhold on any payment to Seller or any of its Affiliates (and to include

in such notice the legal authority and the calculation method for the expected deduction or

withholding). To the extent such amounts are so deducted or withheld, such amounts (i) will be

timely paid over to the appropriate Governmental Authority and (ii) will be treated for all purposes

under this Agreement as having been paid to the Person to whom such amounts would otherwise

have been paid. The applicable withholding agent will timely pay or cause to be paid any amounts

withheld pursuant to this Section 2.5 for applicable taxes to the appropriate Governmental

Authority. If necessary, Purchaser and its Representatives will cause the Total Payoff

Consideration Amount to be increased (with an equivalent reduction to the Equity Amount) to

account for any withholding that is required, such that there will be a sufficient amount to satisfy

the EchoStar High Yield Notes and (if a Redemption Election has been made) the Convertible

Notes in full; provided, for the avoidance of doubt, in no circumstance will this sentence be

construed to require any increase in the Total Consideration Amount. The Parties will use

commercially reasonable efforts to cooperate to minimize the amount of any deduction or

withholding required to the extent permitted under applicable Law.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the disclosure schedules delivered by Seller to Purchaser immediately prior

to the execution of this Agreement (the “Seller Disclosure Schedule”) (it being agreed that

disclosure of any item in any section or subsection of a Seller Disclosure Schedule will apply only

to the corresponding section or subsection of this Agreement and to any other section or subsection

of this Agreement to the extent that the relevance of such item is reasonably apparent on its face

in the Seller Disclosure Schedule), Seller hereby represents and warrants to Purchaser that the

following statements are true and correct:

Section 3.1 Organization and Qualification. Seller and each Licensing Subsidiary is duly

organized and validly existing under the laws of the jurisdiction of its organization and has all

requisite corporate or similar power and authority to own, lease and operate its properties and to

carry on its business as now being conducted, except where the failure to be so organized,

existing and in good standing or to have such power and authority would not prevent, materially

delay or materially impair Seller’s or such Licensing Subsidiary’s ability to sell, convey, transfer,

deliver and assign its right, title and interest in and to the Seller Licenses and Foreign Assets, free

and clear of all Liens other than the Secured Notes Liens (in the case of the Seller Licenses), on

the terms contemplated hereby.

Section 3.2 Power and Authority. Seller has all requisite corporate or similar power and

authority to execute, deliver and perform this Agreement and the other Transaction Documents to

which it is a party. The execution, delivery and performance by Seller of this Agreement and all

the other Transaction Documents required to be executed and delivered by Seller in accordance

with the provisions of this Agreement have been duly authorized by all necessary corporate or

similar action on the part of Seller. This Agreement has been, and the other Transaction

Documents to which Seller is a party have been, or will be, duly executed and delivered by ▇▇▇▇▇▇.

Section 3.3 Enforceability. This Agreement constitutes, and the other Transaction Documents to

which Seller is a party constitute or will constitute, the legal, valid and binding obligations of

Seller, enforceable against Seller in accordance with their respective terms, except as such

enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent

conveyance, receivership, fraudulent transfer and other similar laws affecting creditors’ rights

generally and by general principles of equity.

Section 3.4 Non-Contravention. Subject to the receipt of the FCC Consents, the Foreign

Assets Acquisition Regulatory Approvals and compliance with any applicable requirements of

the HSR Act and the giving of any post-Closing notifications required by the FCC or state or

foreign Governmental Authorities, the execution, delivery and performance by ▇▇▇▇▇▇ of this

Agreement and the other Transaction Documents to which Seller is a party do not and will not

violate or conflict with or result in a default or the breach of any term, condition or provision of,

or require the consent of any other Person or give any Person any right of termination,

amendment, acceleration or cancellation under, (a) any Law to which Seller, Licensing

Subsidiaries or any of the Seller Licenses or Foreign Assets is subject in any material respect, (b)

any judgment, order, writ, injunction, decree or award of any Governmental Authority or arbitrator

that is applicable to Seller, Licensing Subsidiaries or any of the Seller Licenses or Foreign Assets,

indenture, agreement, contract, commitment, lease, license or other instrument, document or

understanding, oral or written, to which Seller or Licensing Subsidiaries is a party or subject or by

which any of the Seller Licenses or Foreign Assets may be bound or affected (including, for the

avoidance of doubt, the EchoStar Indentures) or (e) any of the Seller Licenses or Foreign Assets

or result in the creation of a Lien on any of the Seller Licenses or Foreign Assets.

Section 3.5 Seller Licenses.

(a)Each of the Seller Licenses has been validly issued, is in full force and

effect, is validly held by Seller or a Licensing Subsidiary and is free and clear of conditions or

restrictions imposed by the applicable Governmental Authority issuing such Seller License, other

than (i) those affecting the wireless telecommunications industry generally or the license types

constituting the Seller Licenses in particular, or (ii) those imposed in connection with the

consummation of the transactions contemplated hereby. Each of the Seller Licenses is free and

clear of all Liens, other than (A) the Secured Notes Liens; or (B) any leases or other arrangements

with any Affiliates of Seller or other third parties set forth on Section 3.5(a) of the Seller Disclosure

Schedule. At the Spectrum Transfer Closing, each of the Seller Licenses will be free and clear of

all Liens (but will remain subject to the Secured Notes Liens, if any).

(b)None of the spectrum covered by the Seller Licenses is subject to any lease

or other agreement or arrangement with any Third Party, including any agreement giving any Third

Party any right to use such spectrum, other than such leases and other arrangements set forth on

Section 3.5(b) of the Seller Disclosure Schedule.

(c)As of the Effective Date, except as set forth in Section 3.5(c)(i) of the Seller

Disclosure Schedule, there are no existing applications, petitions to deny or Actions pending or, to

Seller’s knowledge, threatened, before the FCC or other Governmental Authority relating to any

of the Seller Licenses which, individually or in the aggregate, has had or would reasonably be

expected to have a Material Adverse Effect, other than Actions affecting the wireless

telecommunications industry generally or the license types constituting the Seller Licenses

generally. Except as set forth in Section 3.5(c)(ii) of the Seller Disclosure Schedule, no

Governmental Authority has, to Seller’s knowledge, threatened to terminate or suspend any of the

Seller Licenses, and there are no Third Party claims of any kind that have been asserted in writing,

or to the knowledge of Seller, not in writing, with respect to any of the Seller Licenses that, if

successful, individually or in the aggregate, has had or would reasonably be expected to have a

Material Adverse Effect. Except as set forth in Section 3.5(c)(iii) of the Seller Disclosure

Schedule, neither Seller nor any of the Licensing Subsidiaries is in material violation or material

default, and since the date on which each applicable Seller License was first issued or transferred

to the respective Licensing Subsidiary, has not received any written, or to the knowledge of Seller,

not in writing, notice of any claim of material violation or material default, of any Law or

regulation of any Governmental Authority with respect to any of the Seller Licenses. Except as

set forth in Section 3.5(c)(iv) of the Seller Disclosure Schedule, as of the Effective Date, no event

has occurred with respect to any of the Seller Licenses which permits, or after notice or lapse of

time or both would permit, revocation or termination thereof or that would reasonably be expected

to result in any material violation or default, claim of material violation or default of any Law or

regulation of any Governmental Authority with respect to any Seller License or material

impairment of the rights of the holder of such Seller License.

(d)Each Seller License is held solely by Seller or a Licensing Subsidiary. The

only material assets of the Licensing Subsidiaries are the Seller Licenses, other FCC licenses and

the equity interests of other Licensing Subsidiaries. No Licensing Subsidiary is liable for any

indebtedness for borrowed money other than their guarantees of the EchoStar Notes and

intercompany loans owed to other wholly owned Subsidiaries of Seller.

(e)No amounts (including installment payments consisting of principal and/or

interest or late payment fees) are due to the FCC or the United States Department of the Treasury

in respect of the Seller Licenses, and none of the Seller Licenses was acquired with bidding credits.

The consummation of the transactions contemplated hereunder will not cause the FCC to impose

any penalties on Seller under the FCC’s WT Docket No. 02-55 or related Action. The

consummation of the transactions contemplated hereunder will not cause the FCC to impose any

trafficking or unjust enrichment penalties pursuant to 47 C.F.R. §1.2111.

(f)As of the Effective Date, Seller has no knowledge of any facts or

circumstances that would cause any of the Seller Licenses to not be renewed in the ordinary course.

Except as set forth in Section 3.5(f) of the Seller Disclosure Schedule, as of the Effective Date,

Seller has no knowledge of any pending or threatened application, petition, objection or other

pleading, or any Action with the FCC or any other Governmental Authority, that (i) questions or

contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any

Seller License, (ii) seeks the imposition of any materially adverse modification or amendment with

respect to any Seller License, (iii) seeks the payment of a material fine, sanction, penalty, damages

or contribution in connection with the use of any Seller License, or (iv) in any other way would,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, other

than Actions affecting the wireless communications industry generally or the license types

constituting the Seller Licenses generally.

(g)There are no material liabilities of Seller or any Affiliate thereof (whether

matured or unmatured, direct or indirect, or absolute, contingent or otherwise), whether related to,

associated with, or attached to, any Seller License or otherwise to which Trust or any of its

Affiliates will be subject from and after the Spectrum Transfer Closing (other than the EchoStar

Indenture Obligations) or Purchaser or any of its Affiliates will be subject from and after the

Spectrum Acquisition Closing, in each case as a result of the consummation of the transactions

contemplated hereby, other than obligations associated with and liabilities arising out of

Purchaser’s ownership, use or operation of such Seller Licenses from and after the Spectrum

Acquisition Closing.

(h)With respect to each Seller License, (i) all material documents required to

be filed at any time by Seller and its Subsidiaries with the FCC with respect to such Seller License

have been filed or the time period for such filing has not lapsed, and (ii) all such documents filed

since the date that such Seller License was first issued or transferred to Seller or any Subsidiary

thereof were correct in all material respects at the time of filing.

(i)Seller and each Subsidiary thereof is in compliance with all Laws applicable

to the Seller Licenses to which any of them is subject, except where any such non-compliance,

individually or in the aggregate, has not had or would not reasonably be expected to have a Material

Adverse Effect.

Section 3.6 Litigation. Except for Actions affecting the wireless communications industry

generally or the license types constituting the Seller Licenses or Foreign Assets generally, no

Action is pending or, to Seller’s knowledge, threatened against Seller or any Affiliate thereof

that, individually or in the aggregate, has had or would reasonably be expected to have a Material

Adverse Effect, or that seeks to enjoin this Agreement or the transactions contemplated hereby or

otherwise prevent Seller from performing its obligations under this Agreement or consummating

the transactions contemplated hereby. Neither Seller nor any Affiliate thereof is a party to or

subject to the provisions of any judgment, order, writ, injunction, decree or award of any

Governmental Authority or arbitrator that, individually or in the aggregate, has had or would

reasonably be expected to have a Material Adverse Effect.

Section 3.7 Build-Out Requirements. Except as set forth in Section 3.7 of the Seller Disclosure

Schedule, Seller and its Affiliates are not in material breach of any build-out or continuance of

service requirements under the FCC Rules relating to any Seller License or applicable Law

relating to any Foreign Assets.

Section 3.8 No Brokers. Seller and its agents and Affiliates have incurred no obligation or

liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other

similar payments in connection with this Agreement or the transactions contemplated hereby for

which Trust, Purchaser or any Affiliate of either of the foregoing could become liable or obligated.

Section 3.9 Solvency and Debt Relief Laws.

(a)Each of Seller and the Licensing Subsidiaries is Solvent as of the date of

this Agreement and will, after giving effect to the transactions contemplated by this Agreement,

be Solvent at and immediately after each of the Spectrum Transfer Closing and the Spectrum

Acquisition Closing. No Action in which Seller or a Licensing Subsidiary is a debtor or party

seeking an order for its own relief or reorganization has been brought or is pending or threatened,

by or against Seller or a Licensing Subsidiary under any Debtor Relief Laws. Each of Seller and

the Licensing Subsidiaries has not taken any action in contemplation of, or that would constitute

the basis for, the institution of any such Action. Each of Seller and the Licensing Subsidiaries has

no intention of, and is not contemplating, seeking relief under any Debtor Relief Laws between

the date of this Agreement and the date that is 180 days after the Spectrum Acquisition Closing.

Seller has structured the transactions contemplated by this Agreement in good faith, as it relates to

Debtor Relief Laws.

(b)Seller acknowledges and agrees that the representations and warranties

contained in this Section 3.9 constitute a material inducement to Purchaser to enter into this

Agreement and the transactions contemplated by this Agreement, and that Purchaser would not

have entered into this Agreement and the transactions contemplated by this Agreement absent the

representations and warranties contained in this Section 3.9.

Section 3.10 Taxes.

(a)Seller has timely filed (or caused to be filed) all material Tax Returns

required to be filed by it with respect to the Seller Licenses and Foreign Assets, and all such Tax

Returns are true, correct and complete in all material respects.

(b)All material Taxes with respect to the Seller Licenses and Foreign Assets

required to be paid by Seller or a Licensing Subsidiary (whether or not shown as due and payable

on such Tax Returns) have been timely paid to the proper Governmental Authority.

(c)There are no Liens for Taxes on the Seller Licenses or Foreign Assets which

such Tax is required to be paid by Seller or a Licensing Subsidiary (other than those Liens for

Taxes that are not yet due or payable).

(d)Provided that no party is required to take any position inconsistent with the

Intended Tax Treatment, none of the Seller Licenses or Foreign Assets is co-owned in a partnership

(within the meaning of Section 761(a) of the Code).

Section 3.11 EchoStar Indentures. Each of the EchoStar Indentures is in full force and effect

and no Default or Event of Default (each as defined in the applicable EchoStar Indenture) has

occurred and is continuing. The aggregate outstanding principal amount of each series of

EchoStar Notes is listed in Section 3.11 of the Seller Disclosure Schedule. Neither Seller nor any

of its Affiliates beneficially owns any EchoStar Notes. Seller has not received written notice from

any holder of EchoStar Notes or any trustee under an EchoStar Indenture making a bona fide

allegation of a Default or Event of Default under any EchoStar Indenture.

Section 3.12 Foreign Assets.

(a)Each Foreign Asset has been validly issued, is in full force and effect, is

validly held by Seller or a Licensing Subsidiary and is free and clear of conditions or restrictions

other than those imposed by the applicable Governmental Authority issuing such Foreign Assets

or those affecting the wireless telecommunications industry generally or the license types

constituting the Foreign Assets in particular, other than those set forth in Section 3.12(a)(i) of the

Seller Disclosure Schedule. Each of the Foreign Assets is free and clear of all Liens, other than

any leases or other arrangements with any Affiliates of Seller or other third parties set forth in

Section 3.12(a)(ii) of the Seller Disclosure Schedule.

(b)None of the spectrum covered by the Foreign Assets is subject to any lease

or other agreement or arrangement with any Third Party, including any agreement giving any Third

Party any right to use such spectrum, other than such leases and other arrangements set forth on

Section 3.12(b) of the Seller Disclosure Schedule.

(c)Except as set forth in Section 3.12(c)(i) of the Seller Disclosure Schedule,

there are no existing applications, petitions to deny or Actions pending or, to Seller’s knowledge,

threatened, before any Governmental Authority relating to any of the Foreign Assets which,

individually or in the aggregate, has had or would reasonably be expected to have a Foreign Asset

Material Adverse Effect, other than Actions affecting the wireless telecommunications industry

generally or the license types constituting the Foreign Assets generally. Except as set forth in

Section 3.12(c)(ii) of the Seller Disclosure Schedule, no Governmental Authority has, to Seller’s

knowledge, threatened to terminate or suspend any of the Foreign Asset, and there are no Third

Party claims of any kind that have been asserted in writing, or to the knowledge of Seller, not in

writing, with respect to any of the Foreign Assets that, if successful, individually or in the

aggregate, has had or would reasonably be expected to have a Foreign Asset Material Adverse

Effect. Except as set forth in Section 3.12(c)(iii) of the Seller Disclosure Schedule, neither Seller

nor any of the Licensing Subsidiaries is in material violation or material default, and since the date

on which each applicable Foreign Asset was first issued or transferred to the respective Licensing

Subsidiary, has not received any written, or to the knowledge of Seller, not in writing, notice of

any claim of material violation or material default, of any Law or regulation of any Governmental

Authority with respect to any of the Foreign Assets. Except as set forth in Section 3.12(c)(iv) of

the Seller Disclosure Schedule, no event has occurred with respect to any of the Foreign Assets

which permits, or after notice or lapse of time or both would permit, revocation or termination

thereof or that would reasonably be expected to result in any material violation or default, claim

of material violation or default of any Law or regulation of any Governmental Authority with

respect to any Foreign Assets or material impairment of the rights of the holder of such Foreign

Asset.

(d)Each Foreign Asset is held solely by Seller or a Licensing Subsidiary.

(e)No amounts (including installment payments consisting of principal and/or

interest or late payment fees) are due to any Governmental Authority in respect of the Foreign

Assets.

(f)Seller has no knowledge of any facts or circumstances that would cause any

of the Foreign Assets to not be renewed in the ordinary course. Except as set forth in Section

3.12(f) of the Seller Disclosure Schedule, Seller has no knowledge of any pending or threatened

application, petition, objection or other pleading, or any Action with any Governmental Authority,

that (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or

suspension of, any Foreign Asset, (ii) seeks the imposition of any materially adverse modification

or amendment with respect to any Foreign Asset, (iii) seeks the payment of a material fine,

sanction, penalty, damages or contribution in connection with the use of any Foreign Asset, or (iv)

in any other way would, individually or in the aggregate, reasonably be expected to have a Foreign

Asset Material Adverse Effect, other than Actions affecting the wireless communications industry

generally or the license types constituting the Foreign Assets generally.

(g)There are no material liabilities of Seller or any Affiliate thereof (whether

matured or unmatured, direct or indirect, or absolute, contingent or otherwise), whether related to,

associated with, or attached to, any Foreign Asset or otherwise to which Purchaser or any of its

Affiliates will be subject from and after the applicable closing with respect to such Foreign Asset,

in each case as a result of the consummation of the transactions contemplated hereby, other than

obligations associated with and liabilities arising out of Purchaser’s ownership, use, or operation

of such Foreign Asset from and after the closing of Purchaser’s acquisition thereof.

(h)With respect to each Foreign Asset, (i) all material documents required to

be filed at any time by Seller and its Subsidiaries with the applicable Governmental Authority with

respect to such Foreign Asset have been filed or the time period for such filing has not lapsed, and

(ii) all such documents filed since the date that such Foreign Asset was first issued or transferred

to Seller or any Subsidiary thereof were correct in all material respects at the time of filing.

(i)Seller and each Subsidiary thereof is in compliance with all Laws applicable

to the Foreign Assets to which any of them is subject, except where any such non-compliance,

individually or in the aggregate, has not had or would not reasonably be expected to have a Foreign

Asset Material Adverse Effect.

Section 3.13 ITU Priorities. As of the Original LPA Execution Date and as of the Effective

Date:

(a)Each ITU Priority has been validly filed, is in full force and effect, is validly

held by Seller or a Licensing Subsidiary, directly or indirectly, as a result of filings made on behalf

of Seller or any of its Subsidiaries or their respective predecessors in interest with the ITU and is

free and clear of conditions or restrictions other than (i) those imposed by the applicable

Governmental Authority issuing such ITU Priority or (ii) as set forth in Section 3.13(a) of the

Seller Disclosure Schedule;

(b)Each ITU Priority is free and clear of all Liens, other than any leases or

other arrangements with any Affiliates of Seller or Third Parties; and

(c)None of the spectrum covered by the ITU Priorities is subject to any lease

or other agreement or arrangement with any Third Party, including any agreement giving any Third

Party any right to use such spectrum, other than such leases and other arrangements set forth on

Section 3.13(c) of the Seller Disclosure Schedule.

Section 3.14 Exclusivity of Representations and Warranties. Neither Seller nor any of its

Affiliates or Representatives is making any representation or warranty of any kind or nature

whatsoever, oral or written, express or implied, relating to Seller, the Licensing Subsidiaries, the

Seller Licenses or the Foreign Assets, except as expressly set forth in this Article 3 or in any

certificate delivered by Seller pursuant to this Agreement, and Seller hereby disclaims any other

representation, warranty, statement, or information made, communicated or furnished (orally or in

writing) to Purchaser or its Affiliates or Representatives (including any opinion, information

or advice that may have been or may be provided or made available to Purchaser by any

Representative of Seller) in connection with the transactions contemplated hereby or by the

Transaction Documents.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF TRUST

Trust hereby represents and warrants to Purchaser and Seller that the following statements are

true and correct:

Section 4.1 Organization. Trust is duly organized and validly existing under the laws of the

jurisdiction of its organization and has all requisite trust power and authority to carry on as a

trust, except where the failure to be so organized, existing and in good standing or to have such

power and authority would not prevent, materially delay or materially impair Trust’s ability to

consummate the transactions contemplated hereby. Trust has made available to Seller true, correct

and complete copies of the Organizational Documents of Trust, as in effect on the date of this

Agreement. Such Organizational Documents are in full force and effect, and Trust is not in

violation of any such Organizational Documents.

Section 4.2 Power and Authority. Trust has all requisite trust power and authority to execute,

deliver and perform this Agreement and the other Transaction Documents to which it is a party.

The execution, delivery and performance by Trust of this Agreement and all the other

Transaction Documents required to be executed and delivered by Trust in accordance with the

provisions of this Agreement have been duly authorized by all necessary trust action on the part

of Trust. This Agreement has been, and the other Transaction Documents to which Trust is a party

have been, or will be, duly executed and delivered by Trust.

Section 4.3 Enforceability. This Agreement constitutes, and the other Transaction Documents to

which Trust is a party constitute or will constitute, the legal, valid and binding obligations of

Trust, enforceable against Trust in accordance with their respective terms, except as such

enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent

conveyance, receivership, fraudulent transfer and other similar laws affecting creditors’ rights

generally and by general principles of equity.

Section 4.4 Non-Contravention. Subject to the receipt of the FCC Consents, the Foreign

Assets Acquisition Regulatory Approvals and compliance with any applicable requirements of

the HSR Act and the giving of any post-Closing notifications required by the FCC or state or

foreign Governmental Authorities, the execution, delivery and performance by Trust of this

Agreement and the other Transaction Documents to which Trust is a party do not and will not

violate or conflict with or result in a default or the breach of any term, condition or provision of,

or require the consent of any other Person or give any Person any right of termination, amendment,

acceleration or cancellation under, (a) any Law to which Trust is subject, (b) any judgment, order,

writ, injunction, decree or award of any Governmental Authority or arbitrator that is applicable to

Trust, (c) Trust’s Organizational Documents or (d) any material mortgage, indenture, agreement,

contract, commitment, lease, plan, license or other instrument, document or understanding, oral or

written, to which Trust is a party or subject.

Section 4.5 Litigation. Except for Actions affecting the wireless communications industry

generally, no Action is pending or, to Trust’s knowledge, threatened against Trust or any Affiliate

thereof that, individually or in the aggregate, has had or would reasonably be expected to have a

material adverse effect on the ability of Trust to consummate the transactions contemplated by this

Agreement, or that seeks to enjoin this Agreement or the transactions contemplated hereby or

otherwise prevent Trust from performing its obligations under this Agreement or consummating

the transactions contemplated hereby. Neither Trust nor any Affiliate thereof is a party to or

subject to the provisions of any judgment, order, writ, injunction, decree or award of any

Governmental Authority or arbitrator that, individually or in the aggregate, has had or would

reasonably be expected to have a material adverse effect on the ability of Trust to consummate the

transactions contemplated by this Agreement.

Section 4.6 Qualification. Trust is fully qualified under the Communications Act and the FCC

Rules (a) to hold and receive FCC licenses generally, (b) to hold and receive the Seller Licenses,

and the consummation of the transactions contemplated hereby will not cause Trust or such

Affiliate to be ineligible to hold any Seller License, and (c) to be approved as the assignee of the

Seller Licenses. Trust is in compliance with Section 310(b) of the Communications Act of 1934,

as amended, and all FCC Rules promulgated thereunder with respect to alien ownership.

Section 4.7 No Brokers. Trust and its agents and Affiliates have incurred no obligation or

liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other

similar payments in connection with this Agreement or the transactions contemplated hereby for

which Seller or any Affiliate thereof could become liable or obligated.

Section 4.8 Exclusivity of Representations and Warranties. Neither Trust nor any of its

Affiliates or Representatives is making any representation or warranty of any kind or nature

whatsoever, oral or written, express or implied, relating to Trust, except as expressly set forth in

this Article 4 or in any certificate delivered by Trust pursuant to this Agreement, and Trust hereby

disclaims any such other representations or warranties.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in the disclosure schedules delivered by Purchaser to Seller immediately prior

to the execution of this Agreement (the “Purchaser Disclosure Schedule”) (it being agreed that

disclosure of any item in any section or subsection of a Purchaser Disclosure Schedule will apply

only to the corresponding section or subsection of this Agreement and to any other section or

subsection of this Agreement to the extent that the relevance of such item is reasonably apparent

on its face in the Purchaser Disclosure Schedule), Purchaser hereby represents and warrants to

Seller that the following statements are true and correct:

Section 5.1 Organization. Purchaser is duly organized and validly existing under the laws of

the jurisdiction of its organization and has all requisite corporate or similar power and authority

to own, lease and operate its properties and to carry on its business as now being conducted,

except where the failure to be so organized, existing and in good standing or to have such power

and authority would not prevent, materially delay or materially impair Purchaser’s ability to

consummate the transactions contemplated hereby. Purchaser has made available to

Seller true, correct and complete copies of the Purchaser Governing Documents, as in effect on the

date of this Agreement. Such Purchaser Governing Documents are in full force and effect, and

Purchaser is not in violation of any such Purchaser Governing Documents.

Section 5.2 Power and Authority. Purchaser has all requisite corporate or similar power and

authority to execute, deliver and perform this Agreement and the other Transaction Documents to

which it is a party. The execution, delivery and performance by ▇▇▇▇▇▇▇▇▇ of this Agreement and

all the other Transaction Documents required to be executed and delivered by Purchaser in

accordance with the provisions of this Agreement have been duly authorized by all necessary

corporate or similar action on the part of Purchaser. This Agreement has been, and the other

Transaction Documents to which Purchaser is a party have been, or will be, duly executed and

delivered by Purchaser.

Section 5.3 Capitalization.

(a)The authorized capital stock of Purchaser and the number of shares of

capital stock for each class issued and outstanding, as of September 30, 2025, is set forth on Section

5.3(a) of the Purchaser Disclosure Schedule. Since September 30, 2025 through the Effective

Date, Purchaser has not issued any additional shares of its capital stock other than pursuant to the

ordinary course settlement of any vesting or exercise of derivative securities of Purchaser pursuant

to the incentive equity and employee stock purchase plans of Purchaser as in effect on the date

hereof.

(b)The number of derivative securities of Purchaser that are issued or reserved

for issuance under the incentive equity and employee stock purchase plans of Purchaser, in each

case, as of September 30, 2025, is set forth on Section 5.3(b) of the Purchaser Disclosure Schedule.

Since September 30, 2025 through the Effective Date, Purchaser has not issued any additional

derivative securities representing a right to acquire shares of its capital stock, other than pursuant

to the ordinary course issuance of such derivative securities pursuant to the incentive equity and

employee stock purchase plans of Purchaser as in effect on the Effective Date.

(c)For the five year period prior to the Effective Date, Purchaser has not

provided preemptive rights, rights of first refusal, options, warrants, conversion privileges or other

similar rights, orally or in writing, to purchase or acquire any securities of Purchaser including any

shares of common stock, or preferred stock, or any securities convertible into or exchangeable or

exercisable for shares of common stock or preferred stock, except for (i) the terms of the preferred

stock and common stock pursuant to Purchaser Governing Documents, (ii) the Purchaser IRA

(including any side letter or similar agreement extending rights to a holder of capital stock of

Purchaser to the same extent as if such holder were a party to the Purchaser IRA) and (iii) the

securities described in Section 5.3(b) of the Purchaser Disclosure Schedule. All preemptive or

similar rights have been properly waived or complied with respect to the issuance of the Purchaser

Shares.

(d)As of the Effective Date, other than as set forth on Section 5.3(d) of the

Purchaser Disclosure Schedule, Purchaser is not a party or subject to any agreement or

understanding, and, to Purchaser’s knowledge, there is no agreement or understanding between

any Persons and/or entities, which affects or relates to the voting or giving of written consents with

respect to any security or by a director of Purchaser.

Section 5.4 Enforceability. This Agreement constitutes, and the other Transaction

Documents to which Purchaser is a party constitute or will constitute, the legal, valid and binding

obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms,

except as such enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium, receivership, fraudulent conveyance, fraudulent transfer and other similar laws

affecting creditors’ rights generally and by general principles of equity.

Section 5.5 Non-Contravention. Subject to the receipt of the FCC Consents, the

Foreign Assets Acquisition Regulatory Approvals and compliance with any applicable

requirements of the HSR Act and the giving of any post-Closing notifications required by the FCC

or state or foreign Governmental Authorities, the execution, delivery and performance by

Purchaser of this Agreement and the other Transaction Documents to which Purchaser is a party

do not and will not violate or conflict with or result in a default or the breach of any term, condition

or provision of, or require the consent of any other Person or give any Person any right of

termination, amendment, acceleration or cancellation under, (a) any Law to which Purchaser is

subject in any material respect, (b) any judgment, order, writ, injunction, decree or award of any

Governmental Authority or arbitrator that is applicable to Purchaser, (c) the Purchaser Governing

Documents or (d) any material mortgage, indenture, agreement, contract, commitment, lease, plan,

license or other instrument, document or understanding, oral or written, to which Purchaser is a

party or subject.

Section 5.6 Litigation. Except for Actions affecting the wireless communications

industry generally, no Action is pending or, to Purchaser’s knowledge, threatened against

Purchaser or any Affiliate thereof that seeks to enjoin this Agreement or the transactions

contemplated hereby or otherwise prevent Purchaser from performing its obligations under this

Agreement or consummating the transactions contemplated hereby. Neither Purchaser nor any

Affiliate thereof is a party to or subject to the provisions of any judgment, order, writ, injunction,

decree or award of any Governmental Authority or arbitrator that, individually or in the aggregate,

would reasonably be expected to have a material adverse effect on the ability of Purchaser to

consummate the transactions contemplated by this Agreement.

Section 5.7 Qualification. Purchaser is fully qualified under the Communications Act

and the FCC Rules (a) to hold and receive FCC licenses generally, (b) to hold and receive the

Seller Licenses, and the consummation of the transactions contemplated hereby will not cause

Purchaser or such Affiliate to be ineligible to hold any Seller License, and (c) to be approved as

the assignee of the Seller Licenses.

Section 5.8Valid Issuance of Purchaser Shares.

(a)The Purchaser Shares when issued, sold and delivered in accordance with

the terms and for the consideration set forth in this Agreement, will be duly authorized, validly

issued, fully paid and non-assessable, and free and clear of all Liens (other than restrictions under

the Purchaser Bylaws, Purchaser Certificate of Formation and restrictions on transfer arising under

applicable securities laws). Assuming the accuracy of the representations and warranties of Seller

made in this Agreement and any certificate delivered pursuant hereto, all of the Purchaser Shares

issued hereunder have been offered, sold and delivered by Purchaser in compliance with all

applicable federal and state securities Laws.

(b)Except as set forth on Section 5.8(b) of the Purchaser Disclosure Schedule,

Purchaser is not subject to any written agreement related to a “tag-along” or “co-sale” right or

obligation with respect to the issued and outstanding capital stock of Purchaser.

(c)No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of

the Securities Act (a “Disqualification Event”) is applicable to Purchaser or, to Purchaser’s

knowledge, any Purchaser Covered Person, except for a Disqualification Event as to which Rule

506(d)(2)(ii-iv) or (d)(3), is applicable.

Section 5.9 Available Funds. Purchaser will have available to it funds sufficient to

satisfy, no later than the date they become due, all of Purchaser’s obligations hereunder, including

its payment obligations under Section 2.1(c) and obligation to consummate the transactions

contemplated hereby and all fees and expenses of Purchaser related to the transactions

contemplated hereby. Purchaser understands and acknowledges that under the terms of this

Agreement, Purchaser’s obligation to consummate the transactions contemplated hereby or by any

of the Transaction Documents is not in any way contingent upon or otherwise subject to

Purchaser’s consummation of any financing arrangements, Purchaser’s obtaining of any financing

(debt or equity) or the availability, grant, provision, or extension of any financing (debt or equity)

to Purchaser or any of its Affiliates. There are no bankruptcy, insolvency, reorganization or

receivership proceedings pending against, being contemplated by or, to the knowledge of

Purchaser, threatened against Purchaser or any of its Affiliates.

Section 5.10 No Brokers. Purchaser and its agents and Affiliates have incurred no

obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’

commissions or other similar payments in connection with this Agreement or the transactions

contemplated hereby for which Seller or any Affiliate thereof could become liable or obligated.

Section 5.11 Financial Statements. Purchaser has delivered to Seller its audited

consolidated financial statements (including balance sheets, statements of income, statements of

convertible preferred stock and stockholders’ deficit and statements of cash flows) for the fiscal

years ended December 31, 2023 and December 31, 2024 (collectively, the “Financial

Statements”). The Financial Statements, together with the notes thereto, have been prepared in

accordance with United States generally accepted accounting principles applied on a consistent

basis throughout the periods indicated. The Financial Statements fairly present in all material

respects the financial condition and operating results of Purchaser as of the dates, and for the

periods, indicated therein.

Section 5.12 Exclusivity of Representations and Warranties. Neither Purchaser nor any

of its Affiliates or Representatives is making any representation or warranty of any kind or nature

whatsoever, oral or written, express or implied, relating to Purchaser, its Subsidiaries or the

Purchaser Shares, except as expressly set forth in this Article 5 or in any certificate delivered by

Purchaser pursuant to this Agreement, and Purchaser hereby disclaims any other representation,

warranty, statement, or information made, communicated or furnished (orally or in writing) to

Seller or its Affiliates or Representatives (including any opinion, information or advice that may

have been or may be provided or made available to Seller by any Representative of Purchaser) in

connection with the transactions contemplated hereby or by the Transaction Documents.

ARTICLE 6

COVENANTS AND OTHER AGREEMENTS

Section 6.1Covenants of Purchaser, Trust and Seller Pending the Spectrum Acquisition

Closing.

(a)Subject to the terms of this Agreement, from the Original LPA Execution

Date until the Spectrum Acquisition Closing, each Party will, and will cause its respective

Affiliates and Representatives to, use reasonable best efforts to take, or cause to be taken, all

actions, and do, or cause to be done, all things necessary and consistent with applicable Law to

carry out all of their respective obligations under this Agreement and to consummate the

transactions contemplated hereunder, as soon as reasonably practicable, but in any event prior to

the Spectrum Transfer Outside Date and the Spectrum Acquisition Outside Date (as applicable).

(b)From the Original LPA Execution Date until the Spectrum Acquisition

Closing, Seller will not, and will cause each Guarantor (as defined in the EchoStar Indentures) not

to, incur any new indebtedness for borrowed money secured by the Seller Licenses and/or the

equity interests of the Licensing Subsidiaries except for Qualified Debt to the extent permitted

under the EchoStar Indentures as in effect on the Original LPA Execution Date (any such

indebtedness, “Incremental Debt”), and ▇▇▇▇▇▇ will remain solely responsible for all interest,

premium and fees as well as the full repayment of any such Incremental Debt without increasing

the Total Payoff Consideration Amount (absent a default by Seller of this obligation); provided,

that Seller will not and will cause its Licensing Subsidiaries not to incur Incremental Debt prior to

the Spectrum Transfer Closing in an amount that would limit the initial Debt Service Loan amount

as contemplated by the Debt Service Loan Agreement.

(c)From the Original LPA Execution Date until the later of (x) the Spectrum

Acquisition Closing and (y) the earlier of (A) the date in which all Remaining Foreign Assets are

transferred to Purchaser pursuant to Section 6.8 and (B) the Post-Closing Obligations Deadline

(the earlier of (A) and (B), the “Final Remaining Assets Transfer Date”), Seller will not, and

will cause each of its Affiliates and Representatives not to:

(i)solicit, initiate, consider, knowingly encourage or accept any other

proposals or offers from any Person (A) relating to any direct or indirect acquisition or purchase

of all or any portion of the Seller Licenses or the Foreign Assets, (B) to enter into any lease or

other arrangements with respect to the spectrum covered by the Seller Licenses or the Foreign

Assets, including any agreement giving any Third Party any right to use such spectrum; or

(ii)participate in any discussions, conversations, negotiations or other

communications regarding, or furnish to any other Person any information with respect to, or

otherwise cooperate in any way, assist or participate in, facilitate or knowingly encourage any

effort or attempt by any other Person to seek to do any of the foregoing.

(d)From and after the Original LPA Execution Date, Seller immediately will

cease and cause to be terminated all existing discussions, conversations, negotiations and other

communications with any Persons conducted heretofore with respect to any of matters described

in Section 6.1(c). Seller will notify Purchaser promptly, but in any event within two (2) Business

Days, if any bona fide written proposal or offer is made by any Person with respect to any of

matters described in Section 6.1(c). Any such notice to Purchaser will include the material terms

and conditions of the proposal or offer and the identity of the Person making the proposal or offer;

provided, that disclosure of such Person’s identity will be subject to the confidentiality obligations

of Seller and its Subsidiaries owed to Third Parties pursuant to any agreement that was not entered

into in contravention of Section 6.1(c).

(e)From the Original LPA Execution Date until later of (x) the Spectrum

Acquisition Closing and (y) the Final Remaining Asset Transfer Date, Seller will not, and will

cause its Subsidiaries not to, incur any new indebtedness for borrowed money secured by the

Foreign Assets and/or the equity interests of the Licensing Subsidiaries except to the extent

permitted under contracts in existence as of the date hereof, and Seller will remain solely

responsible for the full repayment of any such incremental indebtedness without increasing the

Total Payoff Consideration Amount.

(f)Consistent with the Intended Tax Treatment set forth in Section 2.1(f),

except to the extent any Party is required by a final determination within the meaning of Section

1313(a) of the Code (or any similar or corresponding determination made under state, local or non-

U.S. law) to take any position inconsistent with the Intended Tax Treatment, with respect to those

taxable periods (or portions thereof) beginning on or subsequent to the Spectrum Transfer Closing

and prior to the Spectrum Acquisition Closing, Seller will prepare and file, or cause to be prepared

and filed, all Tax Returns required to be filed by or with respect to the Trust, the Seller Licenses,

and the Foreign Assets. To the extent any such Tax Return is a non-income Tax Return required

to be filed solely with respect to the Seller Licenses or a Tax Return of the Trust, Seller will provide

Purchaser with a draft of such Tax Return no less than thirty (30) days prior to the due date thereof

(not taking into account extensions) and will take into account in good faith reasonable comments

made by Purchaser with respect to the form and substance of such Tax Return, and Seller will not

file any such Tax Return without the prior written approval of Purchaser (such approval not to be

unreasonably withheld, conditioned, or delayed). The Parties will cooperate in good faith to

determine which Tax Returns (if any) are required to be filed by the Trust.

Section 6.2Compliance with Law; Compliance with Licenses; Non-Solicitation; Notice

of Certain Events.

(a)Compliance with Law.

(i)From the Original LPA Execution Date until the Spectrum Transfer

Closing, Seller will comply in all material respects with the Seller Licenses and all applicable

Laws to the extent that they relate to any of the Seller Licenses.

(ii)From the Spectrum Transfer Closing Date until the Spectrum

Acquisition Closing, Trust will comply in all material respects with the Seller Licenses and all

applicable Laws to the extent that they relate to any of the Seller Licenses.

(iii)From the Original LPA Execution Date until the later of (x) the

Spectrum Acquisition Closing and (y) Final Remaining Assets Transfer Date, Seller will comply

in all material respects with the Foreign Assets and all applicable Laws to the extent that they relate

to any of the Foreign Assets; provided, however, that once the Expense Cap has been reached,

Seller will only be obligated under this Section 6.2(a)(iii) to the extent the costs and expenses

related thereto are subject to reimbursement by ▇▇▇▇▇▇▇▇▇ under, and continue to be reimbursed

by Purchaser pursuant to, Section 11.15(b) notwithstanding the fact that the Expense Cap has

been reached.

(b)Compliance with Licenses.

(i)From the Original LPA Execution Date until the Spectrum

Acquisition Closing and subject to Section 11.15(b): (A) Seller will, and will cause its

Subsidiaries to, use reasonable best efforts to take all necessary actions to maintain the validity

and all rights, title, interests, and priorities of the Seller Licenses and to ensure that the Seller

Licenses remain in full force and effect in the ordinary course consistent with past practice in all

material respects, except as otherwise instructed in writing by ▇▇▇▇▇▇▇▇▇, including those actions

set forth in Annex B; provided; however, that nothing in this Agreement requires Seller or its

Affiliates to (1) eliminate or reduce the impact of any matters disclosed in Section 6.2(b)(i) of the

Seller Disclosure Schedule, or (2) take, offer, accept, agree to, commit to, or consent to any

action, obligation, liability, condition, sanction, or other measure that, individually or together,

would constitute a Seller Burdensome Condition, and (B) Seller will not, and will cause its

Subsidiaries not to, enter into in any transaction or take any action that would reasonably be

expected to materially and adversely affect the validity or any right, title, interest or priority of the

Seller Licenses. Without limiting the foregoing, Seller will not, nor permit its applicable

Subsidiaries to, seek the modification of any Seller Licenses without the prior written consent of

Purchaser (not to be unreasonably withheld, conditioned or delayed).

(ii)From the Original LPA Execution Date until the later of (x) the

Spectrum Acquisition Closing and (y) the Final Remaining Assets Transfer Date, and subject to

Section 11.15(b): (A) Seller will, and will cause its Subsidiaries to, use reasonable best efforts to

take all necessary actions to maintain the validity and all rights, title, interests, and priorities of

the Foreign Assets and to ensure that the Foreign Assets remain in full force and effect in the

ordinary course consistent with past practice in all material respects, except as otherwise

instructed in writing by ▇▇▇▇▇▇▇▇▇, including those actions set forth in Annex B; provided;

however, that nothing in this Agreement requires Seller or its Affiliates to (1) eliminate or reduce

the impact of any matters disclosed in Section 6.2(b)(ii) of the Seller Disclosure Schedule, or (2)

take, offer, accept, agree to, commit to, or consent to any action, obligation, liability, condition,

sanction, or other measure that, individually or together, would constitute a Seller Burdensome

Condition; provided, further, that once the Expense Cap has been reached, Seller will only be

obligated under this Section 6.2(b)(ii) to the extent the costs and expenses related thereto are

subject to reimbursement by ▇▇▇▇▇▇▇▇▇ under, and continue to be reimbursed by Purchaser pursuant

to, Section 11.15(b) notwithstanding the fact that the Expense Cap has been reached, and (B)

Seller will not, and will cause its Subsidiaries not to, enter into any transaction or take any action

that would reasonably be expected to materially and adversely affect the validity

or any right, title, interest or priority of the Foreign Assets. Without limiting the foregoing, Seller

will not, nor permit its applicable Subsidiaries to, seek the modification of any Foreign Assets

without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or

delayed).

(iii)From the Spectrum Transfer Closing until the Spectrum Acquisition

Closing and subject to Section 11.15(b): (A) Trust will, and will cause its Affiliates to, take all

necessary action to maintain the validity and all rights, title, interests, and priorities of the Seller

Licenses to ensure that the Seller Licenses remain in full force and effect in Seller’s ordinary

course consistent with past practice in all material respects, except as otherwise instructed in

writing by Purchaser, including those actions set forth in Annex B, and (B) Trust will not, and

will cause its Affiliates not to, enter into in any transaction or take any action or omit to take any

action that would reasonably be expected to adversely affect the validity or any right, title,

interest or priority of the Seller Licenses. Without limiting the foregoing, (i) Trust will not seek

the modification of any Seller Licenses without the prior written consent of Purchaser and Seller

and (ii) each Party will cooperate with each other and use reasonable best efforts to maintain the

validity and all rights, title, interests, and priorities of the Seller Licenses, and Trust will act at

Purchaser’s direction, in respect of any necessary and appropriate steps contemplated by this

Section 6.2(b)(iii).

(c)Non-Disposition.

(i)From the Original LPA Execution Date until the Spectrum Transfer

Closing, Seller will not, and will not permit the Licensing Subsidiaries to, (A) directly or

indirectly sell, transfer, assign or otherwise dispose of any of the Seller Licenses or offer to or

enter into any agreement, arrangement or understanding to, directly or indirectly sell, transfer,

assign or otherwise dispose of any of the Seller Licenses; or (B) take or refrain from taking any

action that would reasonably be expected to materially impair the Seller Licenses (taken as a

whole) or subject the Seller Licenses to forfeiture or cancellation by the FCC.

(ii)From the Original LPA Execution Date until the later of (x) the

Spectrum Acquisition Closing and (y) the Final Remaining Assets Transfer Date, Seller will not,

and will not permit its applicable Subsidiaries to, (A) directly or indirectly sell, transfer, assign or

otherwise dispose of any of the Foreign Assets or offer to or enter into any agreement,

arrangement or understanding to, directly or indirectly sell, transfer, assign or otherwise dispose

of any of the Foreign Assets; or (B) take or refrain from taking any action that would reasonably

be expected to materially impair the Foreign Assets (taken as a whole) or subject the Foreign

Assets to forfeiture or cancellation by the foreign equivalent of the FCC having jurisdiction over

the Foreign Assets.

(iii)From the Spectrum Transfer Closing until the Spectrum Acquisition

Closing, Trust will not (A) directly or indirectly sell, transfer, assign or otherwise dispose of any

of the Seller Licenses or offer to or enter into any agreement, arrangement or understanding to,

directly or indirectly sell, transfer, assign or otherwise dispose of any of the Seller Licenses; or

(B) take or refrain from taking any action that would reasonably be expected to materially impair

the Seller Licenses (taken as a whole) or subject the Seller Licenses to forfeiture or cancellation

by the FCC.

(d)Notice of Certain Events. Each Party will promptly notify the other Parties

in writing of any Action that is instituted or threatened in writing against such Party to restrain,

prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.

No disclosure by any Party pursuant to this Section 6.2(d), however, will be deemed to amend or

supplement this Agreement or to prevent or cure any misrepresentation by such Party herein,

unless the other Parties will have expressly so agreed in writing.

Section 6.3Governmental Filings.

(a)Subject to the terms and conditions set forth in this Agreement, each of the

Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions to file or

amend (as applicable), or cause to be filed or amended (as applicable), all documents and to do, or

cause to be done, all things necessary, proper or advisable to consummate the transactions

contemplated by this Agreement, including preparing and filing as promptly as practicable and

advisable all documentation to effect all necessary filings, consents, waivers, approvals,

authorizations, permits or orders from all Governmental Authorities (to the extent the Parties agree

that such filings, consents, waivers, approvals, authorizations, permits or orders are necessary in

order to consummate the transactions contemplated by this Agreement), including in connection

with the Foreign Assets Acquisition Regulatory Approvals, but in any event prior to the Spectrum

Transfer Outside Date and the Spectrum Acquisition Outside Date (as applicable).

(b)Without limiting the generality of Section 6.3(a), the Parties will prepare

and file or amend (as applicable), (i) with the FCC all applications and notifications necessary to

obtain the FCC Consents (the “FCC Applications”) by the later of (a) 20 Business Days from the

date of this Agreement and (b) the date two days after the FCC reopens its databases for

applications (the “Filing Deadline”) and (ii) at a time to be determined Purchaser after reasonable

consultation with Seller, any other applications seeking any necessary consent, permit, approval,

authorization, notice, waiver or clearance of any Governmental Authority, including the Foreign

Assets Acquisition Regulatory Approvals (together with the FCC Applications and the HSR

Notice, the “Regulatory Approvals”). The Parties will cooperate in the diligent submission of

any additional information reasonably requested by the FCC with respect to the FCC Applications

or by the other Governmental Authorities, and (subject to Section 6.3(e)) will use (and cause their

respective Affiliates to use) their respective reasonable best efforts to take all such actions and do

or cause to be done all things necessary, appropriate or advisable to obtain the FCC Consents and

other Regulatory Approvals as soon as reasonably practicable after the Filing Deadline, but in any

event prior to the Spectrum Transfer Outside Date and the Spectrum Acquisition Outside Date (as

applicable). To the extent that the FCC Acquisition Consent is obtained prior to the Spectrum

Acquisition Closing but the authorizations provided thereunder are reasonably expected to expire

prior to the Spectrum Acquisition Closing, the Parties will promptly prepare and file requests for

extension or waiver of such authorization, or a new FCC Application for the FCC Acquisition

Consent if such request for extension or waiver is not granted. Each of Seller and Purchaser will

be responsible for 50% percent of the filing fees incurred in connection with any filings or

submissions made in connection with or related to the FCC Applications.

(c)Without limiting the generality of Section 6.3(a), at a time to be determined

by Purchaser after reasonable consultation with Seller, the Parties will (i) withdraw the existing

filings with the FTC and the DOJ made with respect to the transactions contemplated by this

Agreement following the Original LPA Execution Date and (ii) refile with the FTC and the DOJ

the notifications required pursuant to the HSR Act and any operative obligation of Purchaser or

any of its Subsidiaries to seek prior approval from, or deliver prior notice to, the DOJ or FTC with

respect to the transactions contemplated by this Agreement, including any documents required to

be filed in connection therewith (the “HSR Notice”). The HSR Notice will specifically request

early termination of the waiting period prescribed by the HSR Act. The Parties will cooperate in

the diligent submission of any additional information reasonably requested by the FTC or the DOJ

with respect to the HSR Notice. To the extent that expiration of the waiting period under the HSR

Act occurs prior to the Spectrum Acquisition Closing but such HSR Act filing is expected to expire

prior to the Spectrum Acquisition Closing, the Parties will promptly prepare and file a new HSR

Notice. Each of Seller and Purchaser will be responsible for 50% of the HSR filing fees with

respect to the HSR Notice. For avoidance of doubt, the obligations set forth with respect to the

initial HSR filing will apply equally to any subsequent re-filing of the HSR Notice.

(d)Each Party will, and will cause its Affiliates to, cooperate with the other

Parties in connection with the making of all filings and the obtaining of all Regulatory Approvals,

including by (i) providing copies of all such filings and attachments to any non-filing Party, (ii) as

promptly as reasonably practicable furnishing all information required for all such filings, (iii)

promptly keeping the other Parties informed of any material communication received by such

Party from any Governmental Authority relating to the Regulatory Approvals and the status of

other matters relating to completion of the transactions contemplated hereby(and provide each

other copies of all written communications), (iv) promptly delivering to the other Party any notice,

inquiry or request for additional or supplemental information received by it from any

Governmental Authority and cooperating in good faith with the other Parties in formulating a

response any such notice, inquiry or request, (v) providing any additional or supplemental

information available reasonably requested in connection with any Regulatory Approval pursuant

to applicable Laws, (vi) consulting with, and providing the other Parties with a reasonable advance

opportunity to review and comment on any filing, registration, declaration, notice, analysis,

appearance, presentation, memorandum, brief, argument, opinion, proposal, or other

communication, whether oral or written, made or submitted to any Governmental Authority in

connection with the transactions contemplated hereby or by the Transaction Documents, and each

Party will consider in good faith the comments of the other in connection therewith, and (vii)

consulting and cooperating with the other Party in advance of any meeting or oral communications

(whether formal or informal), with, any Governmental Authority relating to the transactions

contemplated hereby or by the Transaction Documents or regarding any Action by a private party

relating to the approval of the transactions contemplated hereby by any Governmental Authority.

Notwithstanding the foregoing, each Party may, as it deems necessary, appropriate or advisable,

designate any competitively sensitive material provided to the other Parties under this Section 6.3

as “outside counsel only.” Such materials and information contained therein will be given only to

the outside legal counsel of the recipient Party, and the recipient Party will cause such outside

counsel not to disclose such materials or information to any Representatives of the recipient Party

or its Affiliates, unless express written permission is obtained in advance from the disclosing Party.

No Party will participate in any meeting or discussion expected to address substantive matters

related to the transactions contemplated hereby, either in person or by telephone, with any

Governmental Authority unless, to the extent not prohibited by such Governmental Authority, it

provides the other Parties with advance notice and a reasonable opportunity to attend and

participate. The Parties will advise each other reasonably in advance of any understandings,

undertakings or agreements (oral or written) that any of them intends to propose to make or enter

into with the FTC, the DOJ, the FCC or any other Governmental Authority regarding the

transactions contemplated hereby (and neither Seller nor Purchaser will propose or agree to any

such actions without the other’s prior written consent). To the extent that confidential information

of either Party is required to be filed with any Governmental Authority, the Party submitting such

information will, prior to such disclosure, (A) notify the Party whose confidential information is

to be disclosed, and (B) together with the Party whose information is to be disclosed, seek and use

commercially reasonable efforts to secure confidential treatment of such information pursuant to

the applicable protective order or other confidentiality procedures of such Governmental

Authority.

(e)In furtherance and not in limitation of the foregoing, but subject to the other

terms and conditions of this Section 6.3, solely with respect to the FCC Consents, HSR Notice

(and the expiration or termination of any applicable waiting period (and any extension thereof)),

the Foreign Assets Acquisition Regulatory Approvals and any actions deemed necessary or

advisable with respect to the 2020 Final Judgment, United States v. Deutsche Telekom AG, et al,

Case No. 1:19-cv-02232, ECF No. 85 (D.D.C. Apr. 1, 2020), ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇/▇▇▇▇-

document/file/1333826/dl?inline, amended on unrelated grounds in Amended Final Judgment,

United States v. Deutsche Telekom AG, et al, Case No. 1:19-cv-02232, ECF No. 139 (D.D.C. Oct.

23, 2023) (the “2020 Final Judgment”), each of Purchaser and Seller will use its reasonable best

efforts to take, or cause its Subsidiaries to take, promptly any and all actions to avoid, eliminate or

resolve each and every impediment and obtain all clearances, consents, approvals and waivers

under applicable Laws as may be required by any Governmental Authority, so as to enable the

Parties to effectuate the Spectrum Transfer Closing and Spectrum Acquisition Closing as soon as

practicable and, in any event, prior to the respective Spectrum Transfer Outside Date and Spectrum

Acquisition Outside Date (collectively, the “Remedial Actions”), including, but not limited to: (i)

responding to and complying with, as promptly as reasonably practicable, any request for

information or documentary material regarding the transactions from any relevant Governmental

Authority, (ii) causing the prompt expiration or termination of any applicable waiting period and

clearance or approval by any relevant Governmental Authority, including defense against, and the

resolution of, any objections or challenges, in court or otherwise, by any relevant Governmental

Authority preventing consummation of the transactions, (iii) committing to and effecting, by

consent decree, hold separate orders, trust or otherwise, (A) the sale, license, holding separate or

other disposition of assets or businesses of Purchaser, Seller or their respective Subsidiaries, (B)

terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual

rights, obligations or other arrangements of Purchaser, Seller or their respective Subsidiaries, and

Purchaser, Seller or their respective Subsidiaries, and (iv) taking or committing to take actions that

after the Spectrum Transfer Closing Date or Spectrum Acquisition Closing Date (as applicable)

would limit the freedom of action of Purchaser, Seller or their respective Subsidiaries with respect

to their respective business; provided that, notwithstanding anything to the contrary, neither Seller

nor Purchaser nor any of their respective Subsidiaries will be required to take, offer or accept, or

agree, commit to agree or consent to, any action, undertaking, term, condition, liability, obligation,

commitment, sanction or other measure (including any Remedial Actions) that, individually or in

the aggregate, (x) with respect to Seller and its Subsidiaries, constitutes a Seller Burdensome

Condition (whether or not expressly conditioned upon consummation of the Spectrum Transfer

Closing or Spectrum Acquisition Closing) and (y) with respect to Purchaser and its Subsidiaries,

constitutes a Purchaser Burdensome Condition (whether or not expressly conditioned upon

consummation of the Spectrum Transfer Closing or Spectrum Acquisition Closing).

(f)In furtherance and not in limitation of the foregoing, but subject to the other

terms and conditions of this Section 6.3, solely with respect to the FCC Consents, HSR Notice

(and the expiration or termination of any applicable waiting period (and any extension thereof)),

the Foreign Assets Acquisition Regulatory Approvals and any actions deemed necessary or

advisable with respect to the 2020 Final Judgment, in the event that any litigation or other

administrative or judicial action or proceeding is commenced, threatened or is reasonably

foreseeable challenging any of the transactions contemplated by the Spectrum Transfer Closing or

Spectrum Acquisition Closing and such litigation, action or proceeding seeks, or would reasonably

be expected to seek, to prevent, materially impede or materially delay the consummation of the

Spectrum Transfer Closing or Spectrum Acquisition Closing, each of Purchaser and Seller will,

and will cause its Subsidiaries to, take or cause to be taken any and all action, including a Remedial

Action, to avoid or resolve any such litigation, action or proceeding as promptly as practicable

(and, in any event, will commence such action no later than three (3) Business Days prior to the

Spectrum Transfer Outside Date or Spectrum Acquisition Outside Date); provided that,

notwithstanding anything to the contrary, neither Seller nor Purchaser nor any of their respective

Subsidiaries will be required to take, offer or accept, or agree, commit to agree or consent to, any

action, undertaking, term, condition, liability, obligation, commitment, sanction or other measure

(including any Remedial Actions) that, individually or in the aggregate, (x) with respect to Seller

and its Subsidiaries, constitutes a Seller Burdensome Condition (whether or not expressly

conditioned upon consummation of the Spectrum Transfer Closing or Spectrum Acquisition

Closing) and (y) with respect to Purchaser and its Subsidiaries, constitutes a Purchaser

Burdensome Condition (whether or not expressly conditioned upon consummation of the

Spectrum Transfer Closing or Spectrum Acquisition Closing). In addition, each of Purchaser and

Seller will cooperate with each other and use its respective reasonable best efforts to contest,

defend and resist any such litigation, action or proceeding and to have vacated, lifted, reversed or

overturned any order, writ, assessment, judgment, ruling, injunction, decree, stipulation,

determination or award entered by or with any Governmental Authority, whether temporary,

preliminary or permanent, that is in effect and that prohibits, prevents, delays, interferes with or

restricts consummation of the transactions contemplated hereby as promptly as practicable and in

any event no later than three (3) Business Days prior to the Spectrum Transfer Outside Date or

Spectrum Acquisition Outside Date; provided that, notwithstanding anything to the contrary,

neither Seller nor Purchaser nor any of their respective Subsidiaries will be required to take, offer

or accept, or agree, commit to agree or consent to, any action, undertaking, term, condition,

liability, obligation, commitment, sanction or other measure (including any Remedial Actions)

that, individually or in the aggregate, (x) with respect to Seller and its Subsidiaries, constitutes a

Seller Burdensome Condition (whether or not expressly conditioned upon consummation of the

Spectrum Transfer Closing or Spectrum Acquisition Closing) and (y) with respect to Purchaser

and its Subsidiaries, constitutes a Purchaser Burdensome Condition (whether or not expressly

conditioned upon consummation of the Spectrum Transfer Closing or Spectrum Acquisition

Closing).

(g)Notwithstanding anything to the contrary set forth in this Agreement or

otherwise, the Parties agree that their respective obligations under this Section 6.3 with respect to

the Foreign Assets Acquisition Regulatory Approvals and any other agreed necessary filings

identified pursuant to Section 6.3(a) will not include any obligation on the part of a Party or its

Affiliates to: (i) commit to or effect, by consent decree, hold separate orders, trust or otherwise,

the sale or disposition of any assets or businesses or any other structural or conduct relief with

respect to its future operations as may be required to be divested or undertaken in order to avoid

the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary

restraining order or other order in any Action that would otherwise have the effect of preventing,

delaying or limiting the consummation of the transactions contemplated hereby, (ii) litigate or

otherwise pursue any claims against any objections asserted by any Governmental Authority with

respect to the consummation of the transactions contemplated hereby, or (iii) contest, resist or seek

to have vacated, lifted, reversed or overturned any decree, order, judgment, injunction, temporary

restraining order or other order in any Action that would otherwise have the effect of preventing,

delaying or limiting the consummation of the transactions contemplated hereby.

(h)Purchaser will have the principal responsibility and right, after discussion

and reasonable consultation with Seller, including providing Seller with reasonable advance

opportunity to review and comment, and considering in good faith Seller’s comments, to determine

the strategy for dealing with any Governmental Authority or the staff or regulators of any

Governmental Authority in connection with the transactions contemplated by this Agreement

regarding all filings and the obtaining of all approvals referred to in this Section 6.3.

Notwithstanding anything to the contrary herein, in no event, without the other Party’s prior

written consent (which consent will not be unreasonably withheld, conditioned or delayed), will a

Party: (i) withdraw its filing under the HSR Act with respect to the transactions contemplated by

this Agreement or (ii) enter into any agreement or commitment with a Governmental Authority to

(x) extend the waiting period under the HSR Act or (y) not close the transactions contemplated by

this Agreement or otherwise delay the Spectrum Transfer Closing or Spectrum Acquisition

Closing, in each case, if such action is reasonably likely to materially delay the Spectrum Transfer

Closing or the Spectrum Acquisition Closing. For the avoidance of doubt, this clause (ii) expressly

applies to any “timing agreements” with any Governmental Authority.

Section 6.4Termination of Liens and other Arrangements; Repayment of Indebtedness;

Discharge of Debt Service Loans.

(a)At or prior to the Spectrum Transfer Closing, Seller will, and will cause its

Subsidiaries to, terminate all leases or other arrangements with any Affiliates of Seller or a Third

Party with respect to the Seller Licenses (including, for the avoidance of doubt, those set forth on

Section 3.5(a) of the Seller Disclosure Schedule and Section 3.5(b) of the Seller Disclosure

Schedule), other than those leases or other arrangements set forth on Section 6.4(a) of the Seller

Disclosure Schedule. Each lease or arrangement (other than as set forth on Section 6.4(a) of the

Seller Disclosure Schedule) will be terminated without any cost or liability to Trust or Purchaser

and will be at the sole cost and expense of Seller.

(b)From the Original LPA Execution Date until the later of (x) the Spectrum

Acquisition Closing and (y) the Final Remaining Asset Transfer Date, Seller will use reasonable

best efforts, and will cause its Subsidiaries to use reasonable best efforts, to terminate all leases or

other arrangements with any Affiliates of Seller or a Third Party with respect to the Foreign Assets

(including, for the avoidance of doubt, those set forth on Section 3.12(a)(ii) of the Seller Disclosure

Schedule, Section 3.12(b) of the Seller Disclosure Schedule and Section 3.13(b) of the Seller

Disclosure Schedule), other than those leases or other arrangements set forth on Section 6.4(b) of

the Seller Disclosure Schedule, in each case, to the extent the Foreign Assets Acquisition

Regulatory Approvals have been obtained in connection with the Foreign Assets related to such

leases or arrangements. Each such lease or arrangement (other than as set forth on Section 6.4(b)

of the Seller Disclosure Schedule) will be terminated without any cost or liability to Purchaser and

will be at the sole cost and expense of Seller.

(c)At least ten days prior to the Spectrum Acquisition Closing, Seller or

Guarantor, as applicable, will issue notices of redemption under each EchoStar Indenture (other

than the Convertible Notes Indenture), which notices will be conditioned upon the Spectrum

Acquisition Closing and will be issued in accordance with the applicable EchoStar Indenture. At

or prior to the Spectrum Acquisition Closing, Trust and Seller will, and will cause their respective

Affiliates to, deliver, or cause to be delivered, in form and substance reasonably satisfactory to

Purchaser and in accordance with the applicable EchoStar Indenture, customary evidence of

satisfaction and discharge (along with UCC-3s) with respect to the EchoStar High Yield Notes,

which will evidence the termination of all applicable obligations and liabilities thereunder and will

provide for the release of all Liens in connection with such EchoStar Indebtedness. If there is any

Incremental Debt outstanding that is required to be redeemed or repaid in order to permit the

Spectrum Acquisition Closing, then Seller or Guarantor, as applicable, will issue notices of

redemption or prepayment in accordance with the notice provisions thereunder and at or prior to

the Spectrum Acquisition Closing, Trust and Seller will, and will cause their respective

Subsidiaries to, deliver, or cause to be delivered, in form and substance reasonably satisfactory to

Purchaser and in accordance with the terms of the Incremental Debt, customary evidence of

satisfaction and discharge (along with UCC-3s) with respect thereto, that will evidence the

termination of all applicable obligations and liabilities thereunder and will provide for the release

of all Liens in connection with such Incremental Debt. With respect to the Convertible Notes

Indenture and any Incremental Debt outstanding that is not required to be redeemed or repaid in

order to permit the Spectrum Acquisition Closing, Seller and Guarantor, as applicable, will deliver

or cause to be delivered, in form and substance reasonably satisfactory to Purchaser, customary

evidence of release of all Liens on the assets of Trust securing the Convertible Notes and any such

Incremental Debt (together with termination statements). The documentation, together with the

required discharge statements, termination of all Liens, termination statements and originals of all

pledged collateral to be returned to Trust described in this clause (c) is collectively referred to as

the “Payoff Letters”.

(d)At or prior to the Spectrum Acquisition Closing, Trust and Purchaser will

and will cause their respective Affiliates to deliver, or cause to be delivered, in form and substance

reasonably satisfactory to Seller, Trust and Purchaser, a customary discharge letter with respect to

the Debt Service Loan Agreement, including amounts accrued or owed thereunder, and the Debt

Service Loan Agreement Ancillary Documents, which letter will reflect the full discharge such

obligations and rights and terminate all applicable obligations and liabilities thereunder and will

provide for the release of all Liens securing the Debt Service Loan Agreement and Debt Service

Loan Agreement Ancillary Documents following satisfaction of the terms contained in such

discharge letter (such discharge letter collectively, together with the required discharge statement,

termination of all Liens, termination statement and originals of all pledged collateral to be returned

to Trust, the “Discharge Letter”).

Section 6.5Guarantor and Obligor of the EchoStar Notes; Debt Service Loans.

(a)Immediately prior to the Spectrum Transfer Closing, Trust and Seller will,

and will cause their respective Affiliates to deliver, or cause to be delivered, duly executed copies

of the EchoStar Joinder Documents. Following the effectiveness of the EchoStar ▇▇▇▇▇▇▇

Documents, Trust will (i) comply with all terms and conditions applicable to it under the EchoStar

Joinder Documents and (ii) execute and deliver any amendments, supplements, waivers, consents,

or other documents to the EchoStar Indentures or Debt Service Loan Agreement Ancillary

Documents, at the request of the Purchaser.

(b)Following the Spectrum Transfer Closing Date, subject to receipt of the

necessary funds from Purchaser under the Debt Service Loan Agreement or pursuant to Section

6.5(c), Trust will pay (i) on behalf of Seller, from time to time, to the applicable trustee under each

EchoStar Indenture for the benefit of the applicable EchoStar Noteholders in accordance with the

EchoStar Indentures all amounts in respect of interest that become due and payable on the EchoStar

Notes as in effect on the date of this Agreement until the earlier of the Spectrum Acquisition

Closing and termination of this Agreement pursuant to Section 9.1 (the “EchoStar Notes Interest

Payments”) or (ii) to Seller, from time to time, the EchoStar Notes Interest Payments, which Seller

will pay to the applicable trustees under each EchoStar Indenture for the benefit of the applicable

EchoStar Noteholders in accordance with the EchoStar Indentures. Exhibit G sets forth the

payment instructions for each EchoStar Indenture.

(c)Following the Spectrum Transfer Closing Date, on any Borrowing Date (as

defined in the Debt Service Loan Agreement), if the Debt Service Loan scheduled to be made on

such date (the “Debt Service Scheduled Loan Amount”) is not able to be drawn in full as a result

of covenant limitations contained in the EchoStar Indentures, then, in addition to the amount

permitted to be drawn pursuant to the Debt Service Loan Agreement on such Borrowing Date

without constituting a Default or Event of Default under the EchoStar Indentures (the “Debt

Service Allowable Loan Amount”), Purchaser will fund to Trust an amount equal to (i) the Debt

Service Scheduled Loan Amount minus (ii) the Debt Service Allowable Loan Amount (such

amount, the “Debt Service Difference”). Seller will notify Purchaser in writing of a Debt Service

Difference, if any, at least 10 Business Days before each Borrowing Date.

(d)Without the written consent of Purchaser, none of Seller or any of its

Affiliates will (i) amend, modify or otherwise supplement any of the EchoStar Indentures in any

manner adverse to Trust or Purchaser or that could reasonably be expected to impair or delay the

ability to consummate the transactions contemplated hereby or (ii) make or cause to be made an

election to PIK in lieu of any obligation to make any interest payment in cash for all or any portion

of Convertible Notes and EchoStar 6.75% Secured Notes for the three interest periods following

the date of this Agreement, in each case, pursuant to the terms of the applicable EchoStar

Indentures.

(e)Seller will, and will cause each of its Subsidiaries to, comply with each of

the EchoStar Indentures and to take all actions (or refrain from taking action, as the case may be)

as are reasonably necessary to ensure that no Default or Event of Default (as defined in the

EchoStar Indentures) arises thereunder.

(f)Trust and Purchaser will, from time to time, enter into payment direction

letters with respect to the Debt Service Loans and any obligations of Trust to make payments to

the applicable trustees under each EchoStar Indenture for the benefit of the applicable EchoStar

Noteholders or any other Persons in connection with this Agreement.

Section 6.6Customer Relations.

(a)Following the date hereof, Purchaser and Seller will use reasonable best

efforts and will work in good faith to negotiate and enter into one or more commercial agreements,

which will incorporate, and be consistent with, the terms set forth on Annex A (the “Commercial

Agreements”). On or prior to the Spectrum Acquisition Closing Date (unless otherwise required

by Annex A), each of Purchaser and Seller will (and, if applicable, each will cause its applicable

Affiliate party thereto to) execute and deliver the Commercial Agreements.

(b)To the extent that the Parties cannot agree upon the form of the Commercial

Agreements prior to the Spectrum Acquisition Closing Date, such failure to reach agreement will

not prevent, delay or limit the Spectrum Acquisition Closing or the Spectrum Acquisition Closing.

(c)To the extent that the Parties cannot agree upon the form of the Commercial

Agreements prior to the Spectrum Acquisition Closing Date, or to the extent that Purchaser (or its

applicable Affiliate) begins providing any of the services set forth in Annex A prior to the

Spectrum Acquisition Closing Date, the Parties will operate and be bound by the terms set forth

on Annex A from the Spectrum Acquisition Closing Date (or, if earlier, the date on which

Purchaser or its applicable Affiliate begins providing any such services but only with respect to

the services Purchaser has begun providing) until such Commercial Agreements are entered into.

Section 6.7Interim Testing in Connection with the Seller Licenses and Foreign Assets.

(a)From and after the Original LPA Execution Date and through the Spectrum

Acquisition Closing, Seller and Trustee will in good faith cooperate with Purchaser, to facilitate

reasonable and appropriate test operations, in coordination with Seller and Trustee, with the Seller

Licenses and the Foreign Assets using Purchaser satellites (each, an “Interim Period Testing”);

provided, however, that any such Interim Period Testing will not interfere with Seller’s and its

Subsidiaries’ businesses in any material respect and will be subject to receipt of any necessary

consent, permit, approval, authorization, notice, waiver or clearance of any Governmental

Authority or other Person. Notwithstanding anything to the contrary in this Agreement, if any

representation or warranty set forth in Article 3, or any covenant or agreement of Seller or its

Affiliates set forth in this Agreement, is breached, or if any Seller License is impaired, in each case

as a result of any testing conducted pursuant to this Section 6.7, such breach or impairment will be

disregarded for purposes of Seller’s indemnity obligations set forth in Article 10 and determining

whether any condition to the Spectrum Transfer Closing or the Spectrum Acquisition Closing set

forth in Section 7.1, Section 7.3, Section 8.1 or Section 8.3 has been satisfied. Notwithstanding

any Interim Period Testing by Purchaser, Purchaser acknowledges and agrees that such Interim

Period Testing will be for informational purposes only. Purchaser will have no right to terminate,

rescind or otherwise abandon this Agreement or the transactions contemplated hereby based on

the results of such Interim Period Testing, including any determination that the Seller Licenses or

the Foreign Assets are not suitable or do not meet Purchaser’s expectations or requirements.

(b)Upon Seller’s presentation of a summary statement, together with any

supporting documentation reasonably requested by Purchaser, ▇▇▇▇▇▇▇▇▇ agrees to pay or

reimburse Seller promptly following a written demand therefor for all reasonable and documented

out-of-pocket costs and expenses incurred by Seller and its Affiliates in connection with this

Section 6.7, and in any event no later than ten Business Days following Purchaser’s receipt of a

written demand therefor. ▇▇▇▇▇▇▇▇▇ agrees to promptly indemnify and hold harmless Seller

Indemnified Parties, against and in respect of any and all Losses incurred or suffered by any such

Seller Indemnified Party that result from, relate to or arise out of the Interim Period Testing.

Section 6.8Foreign Assets.

(a)To the extent that any Foreign Assets have yet to be assigned or transferred

to Purchaser due to a failure to obtain the necessary consents, waivers, approvals, authorizations,

permits or orders from the appropriate Governmental Authorities or Third Parties (the “Remaining

Foreign Assets”), and subject to the terms and conditions set forth in this Agreement, Seller

agrees, or agrees to cause its applicable Subsidiaries, to use reasonable best efforts to convey,

transfer, deliver, and assign to Purchaser, as promptly as reasonably practicable after the Spectrum

Acquisition Closing, all right, title, and interest of Seller and such Subsidiaries in and to each

Remaining Foreign Asset, whether by way of an equity transfer, asset transfer or otherwise, in

each case through a structure to be mutually agreed upon by ▇▇▇▇▇▇▇▇▇ and Seller, for no additional

consideration, free and clear of all Liens, in each case, upon the receipt of the necessary consents,

waivers, approvals, authorizations, permits or orders from the appropriate Governmental

Authorities in respect of such Remaining Foreign Asset; provided, however, that Seller’s

obligations under this Section 6.8 will terminate with no further liability or obligation if the Parties

are unable to obtain any of the necessary consents, waivers, approvals, authorizations, permits or

orders from the applicable Governmental Authorities or Third Parties within four years after the

Spectrum Acquisition Closing Date (the “Post-Closing Obligations Deadline”). Purchaser and

Seller acknowledge and agree that (i) the failure or inability to transfer any Foreign Assets or other

rights necessary for Purchaser’s use of such Foreign Assets will not constitute a failure to satisfy

any closing condition set forth in Article 7 or Article 8, nor will such failure be taken into account

when determining whether any closing conditions in those Articles have been satisfied, (ii) such

failure will not give rise to any right to terminate or delay the Spectrum Transfer Closing or the

Spectrum Acquisition Closing and (iii) such failure will not reduce, withhold or set off any portion

of the Total Consideration Amount.

(b)Each conveyance, transfer, delivery, and assignment of a Remaining

Foreign Asset to Purchaser will be evidenced by an assignment and assumption agreement from

the Licensing Subsidiaries to Purchaser (in each case, in a form to be mutually agreed to by

Purchaser and Seller).

(c)To the extent that Purchaser and Seller agree to make or seek any filings,

consents, waivers, approvals, authorizations, permits or orders from Governmental Authorities or

Third Parties with respect to the Remaining Foreign Assets, such actions will be done in a manner

consistent with Section 6.3 as if such action were a Foreign Assets Acquisition Regulatory

Approval, as applied mutatis mutandis.

(d)Notwithstanding anything to the contrary herein, (i) Purchaser will have the

sole option and discretion to acquire those certain satellite assets or interests set forth on Section

6.8(d) of the Seller Disclosure Schedules (the “Satellite Assets”) at the Spectrum Acquisition

Closing or anytime thereafter prior to the Post-Closing Obligations Deadline, without any

adjustment to the Total Consideration Amount; provided, however, that Purchaser will notify

Seller in writing of its election to exercise such option, specifying which Satellite Assets it elects

to acquire (the “Option Exercise Assets”), by March 7, 2026 (the “Option Exercise Deadline”);

and (ii) from and after the Option Exercise Deadline until the earlier of (A) the Post-Closing

Obligations Deadline and (B) the date on which the Option Exercise Assets are transferred by

Seller to Purchaser, ▇▇▇▇▇▇ agrees, or agrees to cause its applicable Subsidiaries, to use reasonable

best efforts to convey, transfer, deliver, and assign to Purchaser the Option Exercise Assets;

provided, however, that any costs and expenses incurred in connection with the ownership,

operation, maintenance, repair, insurance, licensing, regulatory compliance, and management of

the Option Exercise Assets from and after the Spectrum Acquisition Closing Date will be the sole

responsibility of Purchaser, and Purchaser will promptly reimburse Seller upon demand for any

such costs and expenses incurred by Seller or any of its Affiliates. For the avoidance of doubt,

such Satellite Assets will constitute “Foreign Assets” until the Option Exercise Deadline. It is

further understood and agreed that irrespective of whether Purchaser elects to acquire Option

Exercise Assets this Section 6.8(d) will not otherwise modify or excuse Seller’s obligations with

respect to the Seller Licenses, ITU Priorities and other Foreign Assets under this Agreement.

Section 6.9Public Announcements. On and after the date hereof and through the

Spectrum Acquisition Closing, Seller and Purchaser will consult with each other before issuing

any press release or otherwise making any public statements with respect to this Agreement or the

transactions contemplated hereby, and no Party will issue any press release or make any public

statement; provided, that Purchaser may issue any press release or make any public statement with

Seller’s prior written approval and Seller may issue any press release or make any public statement

with Purchaser’s prior written approval, in each case, with such approval not being unreasonably

withheld, conditioned or delayed; provided, further, that each of Seller and Purchaser may make

any public statement regarding this Agreement or any of the other Transaction Documents to the

extent that such statements are not inconsistent in tone and substance with previous press releases,

public disclosures or public statements made jointly by the Parties or approved by the Parties.

Notwithstanding the foregoing, no such approval will be necessary to the extent disclosure is

required by applicable Law or any national securities exchange, but in such circumstances, neither

Seller nor Purchaser will make such disclosure without first using its commercially reasonable

efforts to provide to the other Party an advance copy of any such disclosure and a reasonable

opportunity to review and comment (and such comments will be considered by the disclosing Party

in good faith).

Section 6.10Certain Notices. From the Original LPA Execution Date through the

Spectrum Acquisition Closing Date, each of Seller and Trust will provide Purchaser with prompt

written notice of its knowledge of any (a) occurrence of any Default (as applicable, as defined in

each of the Debt Service Loan Agreement or the EchoStar Indentures), (b) dispute, litigation,

investigation or proceeding between Seller (or any of its Subsidiaries) or Trust, on the one hand,

and any arbitrator or Governmental Authority, on the other hand, (c) filing or commencement of,

or any material development in, any litigation or proceeding affecting Seller (or any of its

Subsidiaries) or Trust, in each case in clauses (a), (b) and (c), that has had or would reasonably be

expected to have a Material Adverse Effect. Each notice pursuant to this Section 6.10 will be

accompanied by a written statement (i) that such notice is being delivered pursuant to this Section

6.10 and (ii) setting forth details of the occurrence referred to therein and stating what action Seller

or Trust (as applicable) has taken and proposes to take with respect thereto.

Section 6.11Certain Trust and Debt Service Loan Agreement Matters.

(a)Trust will not consummate or enter into any amendment or other

modification to the Trust Agreement or any of its Organizational Documents, in each case, without

the prior written consent of Purchaser and Seller; provided, however, that Seller’s prior written

consent will not be required for any amendments or modifications that are purely administrative

or technical in nature and do not adversely affect Seller or are not reasonably expected to delay,

impair or otherwise adversely affect the transactions contemplated hereby.

(b)In no event will Trust (i) assign or transfer (by operation of law or

otherwise) any of its rights or obligations under this Agreement, the Debt Service Loan Agreement

or any Debt Service Loan Agreement Ancillary Document (including a transfer or assignment to

(A) a Subsidiary of Trust, (B) an Affiliate of Trust or (C) a natural Person (or a holding company,

investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more

natural Persons)) or (ii) consent to any assignment or transfer by Purchaser of any of its rights or

obligations under the Debt Service Loan Agreement (including pursuant to Section 10.07 of the

Debt Service Loan Agreement).

(c)In no event will Purchaser assign or transfer (by operation of law or

otherwise) any of its rights or obligations under the Debt Service Loan Agreement or any Debt

Service Loan Agreement Ancillary Document without the prior written consent of Seller (not to

be unreasonably withheld, delayed or conditioned).

(d)Purchaser will not, and will cause its Affiliates not to, issue any instructions

to Trustee or Trust, or fail to issue any instructions when required, or otherwise take or omit to

take any action that would cause Trustee or Trust to act (or fail to act) in a manner that is

inconsistent with or in violation of the terms and conditions of this Agreement or any of the

Transaction Documents.

(e)Purchaser agrees that it will cause or direct Trustee and Trust from time to

time to borrow amounts under the Debt Service Loan Agreement in order to fund the payments

contemplated by Section 6.5(b).

(f)None of Purchaser or Trust will amend or waive any provision of the Debt

Service Loan Agreement or any Debt Service Loan Agreement Ancillary Document, nor will

either consent to any departure by Trust or Purchaser therefrom, in each case, pursuant to Section

10.01 of the Debt Service Loan Agreement, without the prior written consent of Seller.

(g)Purchaser will not remove Trustee, nor will any successor Trustee be

appointed, without the prior written consent of Seller, such consent not to be unreasonably

withheld, conditioned, or delayed.

(h)Trust will not report inconsistently with the Intended Tax Treatment (unless

otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or

any similar or corresponding determination made under state, local or non-U.S. law)).

(i)Except as expressly permitted herein, Trust or Trustee will not sell,

mortgage, pledge, or otherwise dispose of the Seller Licenses without Seller’s prior written

consent, nor will Purchaser direct Trust to take any such action.

(j)Seller will reimburse Purchaser promptly for 50% of all Trustee’s

reasonable and documented fees and expenses incurred in connection with Trust or the Trust

Agreement.

Section 6.12Access.

(a)From the Spectrum Transfer Closing until the Spectrum Acquisition

Closing, Purchaser and Trust will, and will cause their respective Affiliates and Representatives

(including, in the case of Trust, Trustee) to, afford Seller and its Affiliates and their respective

Representatives access, upon reasonable prior notice and during normal business hours, to all

personnel, properties, books, records, correspondence (including with Governmental Authorities),

technical materials, compliance documentation, filings, contracts, and any other information, in

each case that relates to the Seller Licenses or is otherwise reasonably necessary or useful for Seller

to comply with its obligations under this Agreement, including: (i) monitoring compliance with

applicable Laws, (ii) responding to inquiries or audits from any Governmental Authority, (iii)

preparing or making any required filings, notifications, or submissions, (iv) maintaining the

validity and all rights, title, interests, and priorities of the Seller Licenses, or (v) performing its

obligations under this Agreement.

(b)From the Spectrum Transfer Closing until the Spectrum Acquisition

Closing, Purchaser and Trust will promptly (but in any event no later than seven days) after receipt

or occurrence provide Seller with a copy of any notice, order, request, inquiry, correspondence, or

communication received from or made to any Governmental Authority in connection with the

Seller Licenses.

(c)It is further understood and agreed that any information provided by

Purchaser to or obtained by Seller or any of its Affiliates or Representatives pursuant to this Section

6.12 shall constitute “Confidential Information” (as defined in the Confidentiality Agreement) of

Purchaser.

ARTICLE 7

CONDITIONS TO SPECTRUM TRANSFER CLOSING

Section 7.1 Conditions to the Obligations of Purchaser. The obligation of Purchaser to

consummate the transactions contemplated by this Agreement to occur at the Spectrum Transfer

Closing is subject to the satisfaction on or prior to the Spectrum Transfer Closing Date of each of

the following conditions, unless waived in writing by ▇▇▇▇▇▇▇▇▇:

(a)The FCC Transfer Consent will have been obtained by one or more FCC

Orders, free of any Purchaser Burdensome Condition.

(b)(i) The Seller Fundamental Representations will be true and correct in all

material respects at and as of the Effective Date and as of the Spectrum Transfer Closing Date as

though made at and as of the Spectrum Transfer Closing Date (except that representations and

warranties that are made as of a specific date need to be so true and correct only as of such date),(ii)

all of the other representations and warranties of Seller contained in Article 3 (other than the Seller

Fundamental Representations and as set forth in clause (iii) below) and Trust contained in Article

4 will be true and correct at and as of the Effective Date and as of the Spectrum Transfer Closing

Date as though made at and as of the Spectrum Transfer Closing Date (except that representations

and warranties that are made as of a specific date need to be so true and correct only as of such

date), except where such failure of any such representation and warranty to be so true and correct

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect, and (iii) the representations and warranties of Seller contained in Section 3.13 will be true

and correct at and as of the Effective Date in all material respects; provided that, in each case, if

any representation or warranty made by Seller or Trust includes within its terms a materiality or

Material Adverse Effect qualifier, such qualifier will be disregarded solely for purposes of

determining compliance with this Section 7.1(b); provided, further, that for purposes of this

closing condition, none of the representations and warranties of Seller contained in Article 3 or

Trust contained in Article 4 will be breached or deemed breached as a result of any matter, fact or

circumstance relating to the Foreign Assets (other than such representations and warranties of

Seller set forth in Section 3.13, which will be subject to clause (iii) herein).

(c)(i) Each of Seller and Trust will have performed in all material respects all

covenants and agreements required by this Agreement to be performed by it prior to or at the

Spectrum Transfer Closing and (ii) each of Seller and Trust will have performed all covenants and

agreements required by this Agreement to be performed by it with respect to the Foreign Assets

(other than the ITU Priorities) set forth in Section 6.2(a) and Section 6.2(b) prior to or at the

Spectrum Transfer Closing, except where any failure to so perform has not resulted in a Foreign

Asset Material Adverse Effect.

(d)Purchaser will have received at the Spectrum Transfer Closing a certificate

from an authorized officer of Seller, dated as of the Spectrum Transfer Closing Date, certifying on

behalf of Seller, that the conditions applicable to Seller set forth in Section 7.1(b) and Section

7.1(c) have been satisfied.

(e)No U.S. Law or any award, order, writ, decree, injunction, or judgment

issued by any arbitrator or Governmental Authority with competent jurisdiction over the Seller

Licenses will be in effect that enjoins or prohibits the consummation of the transactions

contemplated hereby.

(f)Any applicable waiting period (and any extension thereof) under the HSR

Act relating to the transactions contemplated by this Agreement, as well as any agreement

embodied in a “timing agreement” among one or more of the Parties and a Governmental Authority

not to consummate the Spectrum Transfer Closing, will have expired or been terminated, in each

case, without the imposition of any Purchaser Burdensome Condition.

(g)Seller and its Subsidiaries will have discontinued all of their respective

operations on and uses of the spectrum covered by Seller Licenses pursuant to Section 6.4(a).

(h)Purchaser will have received at the Spectrum Transfer Closing each of the

deliveries set forth in Section 2.3(b)(iii) and Section 2.3(b)(iv) required to be delivered to

Purchaser.

Section 7.2Conditions to the Obligations of Seller. The obligation of Seller to

consummate the transactions contemplated by this Agreement to occur at the Spectrum Transfer

Closing is subject to the satisfaction on or prior to the Spectrum Transfer Closing Date of each of

the following conditions, unless waived in writing by Seller:

(a)The FCC Transfer Consent will have been obtained by one or more FCC

Orders, free of any Seller Burdensome Condition.

(b)(i) The Purchaser Fundamental Representations will be true and correct in

all material respects at and as of the Effective Date and as of the Spectrum Transfer Closing Date

as though made at and as of the Spectrum Transfer Closing Date (except that representations and

warranties that are made as of a specific date need to be so true and correct only as of such date),

and (ii) the representations and warranties of Trust contained in Article 4 and of Purchaser

contained in Article 5 (other than the Purchaser Fundamental Representations) will be true and

correct as of the Effective Date and as of the Spectrum Transfer Closing Date as if made on such

date (except that representations and warranties that are made as of a specific date need to be so

true and correct only as of such date), except where such failure of any such representation and

warranty to be so true and correct would not, individually or in the aggregate, reasonably be

expected to prevent, materially delay or materially impair Purchaser’s ability to consummate the

transactions contemplated hereby or to have a material adverse effect on the ability of Purchaser

to perform its obligations under this Agreement; provided that, in each case, if any representation

or warranty made by Seller or Trust includes within its terms a materiality or Material Adverse

Effect qualifier, such qualifier will be disregarded solely for purposes of determining compliance

with this Section 7.2(b).

(c)Each of Purchaser and Trust will have performed in all material respects all

covenants and agreements required by this Agreement to be performed by them prior to or at the

Spectrum Transfer Closing.

(d)Seller will have received at the Spectrum Transfer Closing a certificate from

an authorized officer of Purchaser, dated as of the Spectrum Transfer Closing Date, certifying on

behalf of Purchaser, that the conditions applicable to Purchaser set forth in Section 7.2(b) and

Section 7.2(c) have been satisfied.

(e)No U.S. Law or any award, order, writ, decree, injunction, or judgment

issued by any arbitrator or Governmental Authority with competent jurisdiction over the Seller

Licenses will be in effect that enjoins or prohibits the consummation of the transactions

contemplated hereby.

(f)Any applicable waiting period under the HSR Act (and any extension

thereof) relating to the transactions contemplated by this Agreement, as well as any agreement

embodied in a “timing agreement” among one or more of the Parties and a Governmental Authority

not to consummate the Spectrum Transfer Closing, will have expired or been terminated, in each

case, without the imposition of any Seller Burdensome Condition.

(g)Seller will have received at the Spectrum Transfer Closing each of the

deliveries set forth in Section 2.3(b)(iii) required to be delivered to Seller.

Section 7.3Conditions to the Obligations of Trust. The obligation of Trust to

consummate the transactions contemplated by this Agreement to occur at the Spectrum Transfer

Closing is subject to the receipt of a certificate from an authorized officer of the Purchaser, dated

as of the Spectrum Transfer Closing Date, certifying that:

(a)The obligations and conditions of Purchaser to consummate the transactions

contemplated by the Agreement to occur at the Spectrum Transfer Closing have been or will be

satisfied on or prior to the Spectrum Transfer Closing Date; and

(b)Trust will have received at the Spectrum Transfer Closing each of the

deliveries set forth in Section 2.3(b)(i) and Section 2.3(b)(ii) required to be delivered to Trust.

ARTICLE 8

CONDITIONS TO SPECTRUM ACQUISITION CLOSING

Section 8.1Conditions to the Obligations of Purchaser. The obligation of Purchaser to

consummate the transactions contemplated by this Agreement to occur at the Spectrum

Acquisition Closing is subject to the satisfaction on or prior to the Spectrum Acquisition Closing

Date of each of the following conditions, unless waived in writing by ▇▇▇▇▇▇▇▇▇:

(a)The FCC Acquisition Consent will have been obtained by one or more FCC

Orders, free of any Purchaser Burdensome Condition.

(b)(i) The Seller Fundamental Representations will be true and correct in all

material respects at and as of the Effective Date and as of the Spectrum Acquisition Closing Date

as though made at and as of the Spectrum Acquisition Closing Date (except that representations

and warranties that are made as of a specific date need to be so true and correct only as of such

date), and (ii) all of the other representations and warranties of Seller contained in Article 3 (other

than the Seller Fundamental Representations and as set forth in clause (iii) below) and Trust

contained in Article 4 will be true and correct at and as of the Effective Date and as of the Spectrum

Acquisition Closing Date as though made at and as of the Spectrum Acquisition Closing Date

(except that representations and warranties that are made as of a specific date need to be so true

and correct only as of such date), except where such failure of any such representation and

warranty to be so true and correct would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect, and (iii) the representations and warranties of Seller

contained in Section 3.13 will be true and correct at and as of the Effective Date in all material

respects; provided that, in each case, if any representation or warranty made by Seller or Trust

includes within its terms a materiality or Material Adverse Effect qualifier, such qualifier will be

disregarded solely for purposes of determining compliance with this Section 8.1(b); provided,

further, that for purposes of this closing condition, none of the representations and warranties of

Seller contained in Article 3 or Trust contained in Article 4 will be breached or deemed breached

as a result of any matter, fact or circumstance relating to the Foreign Assets (other than such

representations and warranties of Seller set forth in Section 3.13, which will be subject to clause

(iii) herein).

(c)(i) Each of Seller and Trust will have performed in all material respects all

covenants and agreements required by this Agreement to be performed by it prior to or at the

Spectrum Acquisition Closing and (ii) each of Seller and Trust will have performed all covenants

and agreements required by this Agreement to be performed by it with respect to the Foreign Assets

(other than the ITU Priorities) set forth in Section 6.2(a) and Section 6.2(b) prior to or at the

Spectrum Acquisition Closing, except where any failure to so perform has not resulted in a Foreign

Asset Material Adverse Effect.

(d)Purchaser will have received at the Spectrum Acquisition Closing a

certificate from an authorized officer of Seller, dated as of the Spectrum Acquisition Closing Date,

certifying on behalf of Seller, that the conditions appliable to Seller set forth in Section 8.1(b) and

Section 8.1(c) have been satisfied.

(e)No U.S. Law or any award, order, writ, decree, injunction, or judgment

issued by any arbitrator or Governmental Authority with competent jurisdiction over the Seller

Licenses will be in effect that enjoins or prohibits the consummation of the transactions

contemplated hereby.

(f)Any applicable waiting period under the HSR Act (and any extension

thereof) relating to the transactions contemplated by this Agreement, as well as any agreement

embodied in a “timing agreement” among one or more of the Parties and a Governmental Authority

not to consummate the Spectrum Acquisition Closing, will have expired or been terminated, in

each case, without the imposition of any Purchaser Burdensome Condition.

(g)Purchaser will have received at the Spectrum Acquisition Closing each of

the deliveries set forth in Section 2.4(c)(i) and Section 2.4(c)(iii) required to be delivered to

Purchaser.

Section 8.2Conditions to the Obligations of Seller. The obligation of Seller to

consummate the transactions contemplated by this Agreement to occur at the Spectrum

Acquisition Closing is subject to the satisfaction on or prior to the Spectrum Acquisition Closing

Date of each of the following conditions, unless waived in writing by Seller:

(a)The FCC Acquisition Consent will have been obtained by one or more FCC

Orders, free of any Seller Burdensome Condition.

(b)(i) The Purchaser Fundamental Representations will be true and correct in

all material respects at and as of the Effective Date and as of the Spectrum Transfer Closing Date

as though made at and as of the Spectrum Transfer Closing Date (except that representations and

warranties that are made as of a specific date need to be so true and correct only as of such date),

and (ii) the representations and warranties of Trust contained in Article 4 and of Purchaser

contained in Article 5 (other than the Purchaser Fundamental Representations) will be true and

correct as of the Effective Date and as of the Spectrum Transfer Closing Date as if made on such

date (except that representations and warranties that are made as of a specific date need to be so

true and correct only as of such date), except where such failure of any such representation and

warranty to be so true and correct would not, individually or in the aggregate, reasonably be

expected to prevent, materially delay or materially impair Purchaser’s ability to consummate the

transactions contemplated hereby or to have a material adverse effect on the ability of Purchaser

to perform its obligations under this Agreement; provided that, in each case, if any representation

or warranty made by Seller or Trust includes within its terms a materiality or Material Adverse

Effect qualifier, such qualifier will be disregarded solely for purposes of determining compliance

with this Section 8.2(b).

(c)Each of Purchaser and Trust will have performed in all material respects all

covenants and agreements required by this Agreement to be performed by them prior to or at the

Spectrum Acquisition Closing.

(d)Seller will have received at the Spectrum Acquisition Closing a certificate

from an authorized officer of Purchaser, dated as of the Spectrum Acquisition Closing Date,

certifying on behalf of Purchaser, that the conditions applicable to Purchaser set forth in Section

8.2(b) and Section 8.2(c) have been satisfied.

(e)No U.S. Law or any award, order, writ, decree, injunction, or judgment

issued by any arbitrator or Governmental Authority with competent jurisdiction over the Seller

Licenses will be in effect that enjoins or prohibits the consummation of the transactions

contemplated hereby.

(f)Any applicable waiting period under the HSR Act (and any extension

thereof) relating to the transactions contemplated by this Agreement, as well as any agreement

embodied in a “timing agreement” among one or more of the Parties and a Governmental Authority

not to consummate the Spectrum Acquisition Closing, will have expired or been terminated, in

each case, without the imposition of any Seller Burdensome Condition.

(g)The Spectrum Transfer Closing will have occurred.

Section 8.3Conditions to the Obligations of Trust. The obligation of Trust to

consummate the transactions contemplated by this Agreement to occur at the Spectrum

Acquisition Closing is subject to the receipt of a certificate from an authorized officer of the

Purchaser, dated as of the Spectrum Acquisition Closing Date, certifying:

(a)That the obligations and conditions of Purchaser to consummate the

transactions contemplated by the Agreement to occur at the Spectrum Acquisition Closing have

been or will be satisfied on or prior to the Spectrum Acquisition Closing Date;

(b)Trust will have received at the Spectrum Acquisition Closing each of the

deliveries set forth in Section 2.4(c)(ii) and Section 2.4(c)(iii)(A) required to be delivered to Trust;

and

(c)The sum of the Seller Aggregate Noteholder Payment Amount, if any, and

the Total Payoff Consideration Amount constitutes the amount required to satisfy the applicable

EchoStar Notes in full.

ARTICLE 9 TERMINATION

Section 9.1Termination. This Agreement may be terminated, and the transactions

contemplated hereunder abandoned, without any further obligation of any Party (except as set forth

herein) at any time prior to the Spectrum Acquisition Closing Date as follows:

(a)by mutual written consent of ▇▇▇▇▇▇▇▇▇ and Seller;

(b)by Purchaser if the Spectrum Transfer Closing does not occur by December

31, 2026 (the “Spectrum Transfer Outside Date”); provided that, that the right to terminate this

Agreement pursuant to this Section 9.1(b) will not be available to Purchaser if Purchaser’s failure

to comply with its obligations under this Agreement has materially contributed to the failure of the

Spectrum Transfer Closing to occur before the Spectrum Transfer Outside Date;

(c)by either Purchaser or Seller if the Spectrum Acquisition Closing does not

occur by December 15, 2027 (as may be extended pursuant to the terms herein, the “Spectrum

Acquisition Outside Date”); provided that, if prior to the Spectrum Acquisition Outside Date, any

of the conditions set forth in Section 8.1(a), Section 8.1(f), Section 8.2(a) and Section 8.2(f) have

not been satisfied or waived, the Spectrum Acquisition Outside Date may be extended to June 15,

2028 at the option of either Seller, on the one hand, or Purchaser, on the other hand; provided,

further, that if the Spectrum Acquisition Outside Date is extended pursuant to the preceding

proviso and any of the conditions set forth in Section 8.1(a) or Section 8.1(f) have not been satisfied

or waived by June 15, 2028, the Spectrum Acquisition Outside Date may be further extended to

December 15, 2028, at the option of Purchaser, subject to the prior written consent of Seller (which

consent Seller will be entitled to withhold if the satisfaction of Section 8.1(a) or Section 8.1(f) is

not reasonably likely to occur by such further extended Spectrum Acquisition Outside Date);

provided, further, that the right to terminate this Agreement pursuant to this Section 9.1(c) will not

be available to either Party if such Party’s failure to comply with its obligations under this

Agreement has materially contributed to the failure of the Spectrum Acquisition Closing to occur

before the Spectrum Acquisition Outside Date;

(d)by Seller if there is a Debt Service Loan Default; provided, that prior to

exercising such termination right, Seller must first deliver written notice to Purchaser and Trust,

describing such Debt Service Loan Default (the “Debt Service Loan Default Notice”), and

provide Purchaser with 30 days following receipt of the Debt Service Loan Default Notice to cure

such Debt Service Loan Default; provided, further that Seller will not have the right to terminate

this Agreement pursuant to this Section 9.1(d) if it is then in breach of any of its representations,

warranties, covenants or agreements set forth in this Agreement such that it would give rise to the

failure of a condition set forth in Section 7.1(b), Section 7.1(c), Section 8.1(b) or Section 8.1(c);

(e)by Seller, if Seller is not in material breach of its obligations under this

Agreement and Purchaser breaches or fails to perform in any respect any of its representations,

warranties or covenants contained in this Agreement and such breach or failure to perform

(i) would give rise to the failure of a condition set forth in Section 7.2 (in the event the Spectrum

Transfer Closing has not yet occurred) or Section 8.2 (in the event the Spectrum Transfer Closing

has occurred but the Spectrum Acquisition Closing has not yet occurred), (ii) cannot be cured prior

to the Spectrum Transfer Outside Date (in the event the Spectrum Transfer Closing has not yet

occurred) or Spectrum Acquisition Outside Date (in the event the Spectrum Transfer Closing has

occurred but the Spectrum Acquisition Closing has not yet occurred) or, if capable of being cured,

has not been cured by the earlier of (x) two Business Days prior to the Spectrum Transfer Outside

Date (in the event the Spectrum Transfer Closing has not yet occurred) or Spectrum Acquisition

Outside Date (in the event the Spectrum Transfer Closing has occurred but the Spectrum

Acquisition Closing has not yet occurred) and (y) the date that is 30 days following delivery of

written notice of such breach or failure to perform and (iii) has not been waived by Seller;

(f)by Purchaser, if Purchaser is not in material breach of its obligations under

this Agreement and Seller breaches or fail to perform in any respect any of its representations,

warranties or covenants contained in this Agreement and such breach or failure to perform (i)

would give rise to the failure of a condition set forth in Section 7.1 (in the event the Spectrum

Transfer Closing has not yet occurred) or Section 8.1 (in the event the Spectrum Transfer Closing

has occurred but the Spectrum Acquisition Closing has not yet occurred), (ii) cannot be cured prior

to the Spectrum Transfer Outside Date (in the event the Spectrum Transfer Closing has not yet

occurred) or Spectrum Acquisition Outside Date (in the event the Spectrum Transfer Closing has

occurred but the Spectrum Acquisition Closing has not yet occurred) or, if capable of being cured,

has not been cured by the earlier of (x) two Business Days prior to the Spectrum Transfer Outside

Date (in the event the Spectrum Transfer Closing has not yet occurred) or Spectrum Acquisition

Outside Date (in the event the Spectrum Transfer Closing has occurred but the Spectrum

Acquisition Closing has not yet occurred) and (y) the date that is 30 days following delivery of

written notice of such breach or failure to perform and (iii) has not been waived by Purchaser; and

(g)by either Purchaser or Seller if any Law having the effect set forth in Section

7.1(e), Section 7.2(e), Section 8.1(e) or Section 8.2(e), respectively, will not have been reversed,

stayed, enjoined, set aside, annulled or suspended and will be in full force and effect and, in the

case of any order, writ, assessment, judgment, ruling, injunction, decree, stipulation, determination

or award entered by or with any Governmental Authority, will have become final and non-

appealable; provided, that the right to terminate this Agreement under this Section 9.1(g) will not

be available to a Party if the issuance of such final and non-appealable order or similar

determination was primarily attributable to the failure of such Party to perform any of its

obligations under this Agreement, including pursuant to Section 6.3.

Section 9.2Effect of Termination; Certain Remedies.

(a)In the event of the termination of this Agreement pursuant to Section 9.1,

this Agreement will forthwith become null and void and have no effect, and the obligations of the

Parties under this Agreement will terminate, except for this Section 9.2, Article 1 and Article 11

(which will survive such termination in accordance with their terms), and, except as otherwise set

forth in this Section 9.2, there will be no liability on the part of any Party hereto based on, arising

out of or relating to this Agreement or the negotiation, execution, performance or subject matter

hereof; provided, however, that, subject to this Section 9.2, no termination of this Agreement will

relieve or limit any liability of Purchaser or Seller for a Willful and Material Breach of this

Agreement by such Party prior to such termination. Without limiting the meaning of a Willful and

Material Breach, the Parties acknowledge and agree that any failure by Purchaser or Seller to

consummate the transactions contemplated hereby after the applicable conditions set forth in

Article 7 and Article 8 have been satisfied or waived (except for those conditions that, by their

nature, are to be satisfied at the Spectrum Transfer Closing or Spectrum Acquisition Closing (as

applicable), which conditions would be capable of being satisfied at the time of such failure to

consummate such Spectrum Transfer Closing or Spectrum Acquisition Closing (as applicable))

will constitute a Willful and Material Breach of this Agreement. The Parties acknowledge and

agree that nothing in this Section 9.2 will be deemed to affect their right to specific performance

in accordance with the terms and conditions set forth in Section 11.10 prior to the termination of

this Agreement. In addition to the foregoing, no termination of this Agreement will affect the

obligations of the parties in the Confidentiality Agreement, all of which obligations therein will

survive termination of this Agreement in accordance with its terms. Upon any termination of this

AMENDED AND RESTATED LICENSE PURCHASE AGREEMENT

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