Explanation of Responses: |
(1) | On March 18, 2020, Mr. Ergen established the Ergen Two-Year March 2020 SATS GRAT (the "2020 March GRAT") and contributed a total of 2,151,751 Class A shares and 1,348,249 Class B shares to such trust. Mrs. Cantey M. Ergen serves as the trustee of the 2020 March GRAT. The 2020 March GRAT is scheduled to expire in accordance with its terms on March 18, 2022. |
(2) | The reporting persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(3) | These shares are 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 and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(4) | These shares are held by a trust for which Mr. Ergen's spouse, Cantey M. Ergen, has durable power of attorney for the beneficiary of the trust. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(5) | The holder of Class B shares may elect to convert any or all of their Class B shares into an equal number of Class A shares at any time for no additional consideration. |
(6) | On May 30, 2017, the reporting person established the Ergen Three-Year 2017 SATS GRAT (the "2017 May GRAT") and contributed a total of 7,600,000 Class B shares to such trust. Pursuant to the terms of the 2017 May GRAT, all of the remaining 1,264,486 Class B shares were distributed to Mr. Ergen as an annuity payment on June 1, 2020 and the 2017 May GRAT expired in accordance with its terms. Mrs. Cantey M. Ergen served as the trustee of the 2017 May GRAT. |
(7) | On May 30, 2019, Mr. Ergen established the Ergen Two-Year 2019 SATS GRAT II (the "2019 GRAT II") and contributed a total of 5,000,000 Class B shares to such trust. Pursuant to the terms of the 2019 GRAT II, 2,086,492 Class B shares were distributed to Mr. Ergen as an annuity payment on June 1, 2020, with the 2019 GRAT II retaining 2,913,508 Class B shares. The 2019 GRAT II is scheduled to expire in accordance with its terms on May 30, 2021. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
(8) | On June 1, 2020, Mr. Ergen established the Ergen Two-Year June 2020 SATS GRAT (the "2020 June GRAT") and contributed a total of 5,000,000 Class B shares to such trust. The 2020 June GRAT is scheduled to expire in accordance with its terms on June 1, 2022. Mrs. Cantey M. Ergen serves as the trustee of the 2020 June GRAT. |
(9) | On December 5, 2019, Mr. Ergen established the Ergen Two-Year December 2019 SATS GRAT (the "2019 December GRAT") and contributed a total of 8,000,000 Class B shares to such trust. The 2019 December GRAT is scheduled to expire in accordance with its terms on December 5, 2021. Mrs. Cantey M. Ergen serves as the trustee of the 2019 December GRAT. |
(10) | On May 20, 2019, Mr. Ergen established the Ergen Two-Year May 2019 SATS GRAT (the "2019 May GRAT") and contributed a total of 5,000,000 Class B shares to such trust. The 2019 May GRAT currently holds 2,695,957 Class B shares and is scheduled to expire in accordance with its terms on May 20, 2021. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
(11) | On November 30, 2018, Mr. Ergen established the Ergen Two-Year November 2018 SATS GRAT (the "2018 November GRAT") and contributed a total of 20,000,000 Class B shares to such trust. The 2018 November GRAT currently holds 14,266,099 Class B shares and is scheduled to expire in accordance with its terms on November 30, 2020. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
(12) | These shares are held by Telluray Holdings, LLC ("Telluray"). Mrs. Ergen has sole voting power over the Class B shares held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the Class B shares held by Telluray. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |