0000950134-08-011510 Sample Contracts

RIGHT OF FIRST OFFER AGREEMENT February 5, 2008
Right of First Offer Agreement • June 19th, 2008 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York

This Right of First Offer Agreement is made and entered into by and between TerreStar Corporation, a Delaware corporation (the “Parent”), TerreStar Networks Inc., a Delaware corporation (the “Company”) and EchoStar Corporation, a Nevada corporation (“EchoStar”) pursuant to the Master Investment Agreement, dated as of February 5, 2008, by and among Parent, the Company and EchoStar (the “Master Investment Agreement”).

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Joint Filing Agreement
Joint Filing Agreement • June 19th, 2008 • EchoStar CORP • Radio & tv broadcasting & communications equipment

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing by the undersigned on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of TerreStar Corporation., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.

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