Charles W. Ergen - 31 Dec 2023 Form 4 Insider Report for DISH Network CORP

Footnote F1

Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, EchoStar Corporation, a Nevada corporation ("EchoStar") and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of EchoStar ("Merger Sub"), on December 31, 2023, Merger Sub merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of EchoStar (the "Merger").

Footnote F2

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class A Common Stock") and Class B Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class B Common Stock") held by the Reporting Person was converted into the right to receive 0.350877 shares of Class A Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class A Common Stock") or Class B Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class B Common Stock"), as applicable.

Footnote F3

Immediately prior to the Effective Time, the shares were owned beneficially by the reporting persons' child. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.

Footnote F4

Immediately prior to the Effective Time, the shares were held by a charitable foundation. The reporting persons are officers of the charitable foundation and share voting and dispositive power for the foundation. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.

Footnote F5

Immediately prior to the Effective Time, the shares were held by Telluray Holdings, LLC ("Telluray Holdings"). Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings, LLC. Mrs. Ergen, as a manager of Telluray Holdings, LLC, has sole voting power over the Class A shares and Class B shares held by Telluray Holdings, LLC, and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, LLC, share dispositive power over the Class A shares and Class B shares held by Telluray Holdings, LLC. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.

Footnote F6

Immediately prior to the Effective Time, the Ergen Two-Year May 2023 DISH GRAT held 26,000,000 Class A shares and 28,000,000 Class B shares and is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Ergen serves as the trustee of such GRAT.

Footnote F7

The holder of the Class B shares may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration.

Footnote F8

Immediately prior to the Effective Time, the Ergen Two-Year June 2023 DISH GRAT held 89,500,000 Class B shares and is scheduled to expire in accordance with its terms on June 26, 2025. Mrs. Ergen serves as the trustee of such GRAT.

Footnote F9

Immediately prior to the Effective Time, the Ergen Two-Year December 2023 SATS GRAT held 57,000,000 Class B shares and is scheduled to expire in accordance with its terms on December 22, 2025. Mrs. Ergen serves as the trustee of such GRAT.