Exhibit 4.16
 EXECUTION VERSION
 STOCK PURCHASE AGREEMENT
 among
 Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria,
solely and exclusively as trustee in the
Irrevocable Administration Trust Agreement No. F/589
 and
 Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, Dirección Fiduciaria,
solely and exclusively as trustee in the
Irrevocable Administration Trust Agreement No. 80501
 as the Sellers,
 Satélites Mexicanos, S.A. de C.V.,
 as the Company,
 and
 EchoStar Satellite Acquisition L.L.C.,
 as Bidder
 and
 EchoStar Corporation,
for the purposes of Section 6.21 only,
 as the Bidder Guarantor
 Dated as of February 26, 2010
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.




---



##### 



TABLE OF CONTENTS
 Article I DEFINITIONS
    
    
    1Section 1.1. Certain Defined Terms
    
    
    1Section 1.2. Table of Definitions
    
    
    13Article II PURCHASE AND SALE
    
    
    14Section 2.1. Purchase and Sale of the Shares
    
    
    14Section 2.2. Closing
    
    
    14Section 2.3. Debt Offer
    
    
    15Article III REPRESENTATIONS AND WARRANTIES OF THE SELLERS
    
    
    16Section 3.1. Organization
    
    
    16Section 3.2. Authority
    
    
    16Section 3.3. No Conflict; Required Filings and Consents
    
    
    16Section 3.4. Shares; Trust Beneficiary Rights
    
    
    17Section 3.5. Litigation
    
    
    18Section 3.6. Brokers
    
    
    18Section 3.7. Information Supplied
    
    
    18Section 3.8. Exclusivity of Representations and Warranties
    
    
    18Section 3.9. Delegado Fiduciario(Fiduciary Delegate)
    
    
    18Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    
    
    18Section 4.1. Organization and Qualification
    
    
    19Section 4.2. Authority
    
    
    19Section 4.3. No Conflict; Required Filings and Consents
    
    
    19Section 4.4. Capitalization
    
    
    20Section 4.5. Equity Interests; Indebtedness
    
    
    20Section 4.6. Financial Statements; Internal Controls; No Undisclosed Liabilities
    
    
    20Section 4.7. Absence of Certain Changes or Events
    
    
    21Section 4.8. Compliance with Law; Permits
    
    
    21Section 4.9. Litigation
    
    
    22Section 4.10. Employee Benefit Plans
    
    
    22Section 4.11. Employment Matters; Labor Relations
    
    
    22Section 4.12. Insurance
    
    
    23Section 4.13. Real Property
    
    
    24Section 4.14. Intellectual Property
    
    
    24Section 4.15. Company Satellites
    
    
    25Section 4.16. Taxes
    
    
    26Section 4.17. Environmental Matters
    
    
    27Section 4.18. Material Contracts
    
    
    28Section 4.19. SEC Reports; Debt Offer Documents
    
    
    29Section 4.20. Brokers
    
    
    29Section 4.21. Affiliate Transactions
    
    
    29Section 4.22. Books and Records
    
    
    30Section 4.23. Exclusivity of Representations and Warranties
    
    
    30Article V REPRESENTATIONS AND WARRANTIES OF THE BUYERS
    
    
    30Section 5.1. Organization
    
    
    30Section 5.2. Authority
    
    
    30Section 5.3. Qualification
    
    
    31
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  i




---



##### 



Section 5.4. No Conflict; Required Filings and Consents
    
    
    31Section 5.5. Litigation
    
    
    31Section 5.6. Financing
    
    
    32Section 5.7. Brokers
    
    
    32Section 5.8. Investment Intent
    
    
    32Section 5.9. Buyers Investigation and Reliance
    
    
    32Article VI COVENANTS
    
    
    33Section 6.1. Conduct of Business Prior to the Closing
    
    
    33Section 6.2. Covenants Regarding Information
    
    
    36Section 6.3. Books and Records
    
    
    37Section 6.4. Financial Statements and Reports; Filings
    
    
    37Section 6.5. Update of Disclosure Schedules
    
    
    37Section 6.6. Notification of Certain Matters
    
    
    37Section 6.7. Affiliate Transactions
    
    
    38Section 6.8. Debt Offers
    
    
    38Section 6.9. No Solicitation
    
    
    38Section 6.10. Confidentiality
    
    
    38Section 6.11. Consents and Filings; Further Assurances
    
    
    39Section 6.12. Public Announcements
    
    
    40Section 6.13. Employee Matters
    
    
    40Section 6.14. Change of Control Payments
    
    
    41Section 6.15. Directors and Officers Insurance
    
    
    41Section 6.16. Reports Concerning Company Satellites
    
    
    41Section 6.17. Exclusivity
    
    
    41Section 6.18. Mexican Income Tax
    
    
    42Section 6.19. Information Supplied
    
    
    42Section 6.20. Fulfillment of Conditions
    
    
    42Section 6.21. Bidder Guaranty
    
    
    42Section 6.22. Third Party Expense Statements
    
    
    43Section 6.23. Approved Bank
    
    
    43Section 6.24. MXJV Partner
    
    
    43Article VII CONDITIONS TO CLOSING
    
    
    43Section 7.1. General Conditions
    
    
    43Section 7.2. Conditions to Obligations of the Sellers and the Company
    
    
    45Section 7.3. Conditions to Obligations of the Buyers
    
    
    45Article VIII TERMINATION
    
    
    47Section 8.1. Termination
    
    
    47Section 8.2. Effect of Termination
    
    
    50Section 8.3. Termination Fee
    
    
    50Article IX GENERAL PROVISIONS
    
    
    51Section 9.1. Nonsurvival of Representations, Warranties and Covenants
    
    
    51Section 9.2. Fees and Expenses
    
    
    52Section 9.3. Amendment and Modification
    
    
    52Section 9.4. Waiver
    
    
    52Section 9.5. Notices
    
    
    52Section 9.6. Interpretation
    
    
    55Section 9.7. Entire Agreement
    
    
    55
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  ii




---



##### 



Section 9.8. No Third-Party Beneficiaries
    
    
    56Section 9.9. Governing Law
    
    
    56Section 9.10. Arbitration
    
    
    56Section 9.11. U.S. Export Control Laws
    
    
    56Section 9.12. Disclosure Generally
    
    
    56Section 9.13. Personal Liability
    
    
    57Section 9.14. Assignment; Successors
    
    
    57Section 9.15. Currency
    
    
    57Section 9.16. Severability
    
    
    57Section 9.17. Counterparts
    
    
    57Section 9.18. Facsimile Signature
    
    
    57Section 9.19. Time of Essence
    
    
    57Section 9.20. No Presumption Against Drafting Party
    
    
    57
 Exhibit A Form of Joinder AgreementExhibit B Form of the Third Supplemental Indenture and First Amendment of First Priority DocumentsExhibit C Conditions of Lockup Agreement in Respect of First Priority NotesExhibit D Conditions of Lockup Agreement in Respect of Second Priority NotesExhibit E Form of the Third Supplemental Indenture and First Amendment of Second Priority DocumentsExhibit F Form of Officers Certificate of the BuyersExhibit G Form of Officers Certificate of the CompanyExhibit H Form of Change of Control Payment ReceiptAnnex A Trust DocumentationAnnex B Capital ExpendituresAnnex C Bidder Public DisclosureSchedule 1.1 Illustration of Adjusted Working Capital Calculation
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  iii




---



##### 



STOCK PURCHASE AGREEMENT
 Agreement Execution Date DBM FN Seller Sellers Sociedad Anónima de Capital Variable Company Bidder Section 6.21 Bidder Guarantor
 RECITALS
    MXJV Partner MXJV Ley
General de Sociedades Mercantiles Ley de
Inversión Extranjera Ley Federal de
 Joinder Agreement
    AGREEMENT
  ARTICLE I
DEFINITIONS
 Certain Defined Terms
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  1




---



##### 



Action
 Actual Engineering and Operations Capital Expenditures Annex B provided
 Adjusted Current Assets
 Adjusted Current Liabilities
 Adjusted Working Capital Schedule 1.1
 Affiliate
 Affiliated Group Ley del Impuesto Sobre la Renta
 Agent
 Allocable Share provided
 Approved Equity Sale Price
 Available Cash plus Section
7.3(i) minus Solidaridad 2 provided however Schedule 4.11(d)
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  2




---



##### 



Available Satellite Operational Capability
 Available Transponder Operational Capacity
 Business Day
 Buyer Buyers
 Cancelled Shares
 Change of Control Transaction
 provided
    
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  3




---



##### 



Common Stock
 Company Satellite
 Company TAA
 Concessions
 Contract
 control controlled by under common control
with
 Converted Series N Shares
 DBM Trust
 DBM Trust Beneficiaries
 DDTC
 Debt Offer Documents
 Debt Offers
 Deliverable Data Satmex 6
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  4




---



##### 



Encumbrance usufructo, Registro Público de la
Propiedad Registro Público de Comercio
 Equity Purchase Price less less
 Execution Date
 Existing Holders
 Existing Non-Satellite Holders
 First Priority Debt Offer
 First Priority Documents
 First Priority Indenture
 First Priority Notes
 First Priority Supplemental Indenture Exhibit B provided further provided
 First Quarter Cash plus
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  5




---



##### 



minus Schedule 6.22 Solidaridad 2
 FN Trust
 FN Trust Beneficiaries
 GAAP
 Governmental Authority
 Group
 Indebtedness
 Intellectual Property
 Internal Restructuring
 Interruption
 ITAR
 Knowledge
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  6




---



##### 



Law
 Leased Real Property
 Lockup Agreement Exhibit C Exhibit D
 Loral Transponders Satmex Satmex 6
 Material Adverse Effect provided Section 8.1(f) provided
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  7




---



##### 



Mexican Tax Laws
 Mexico
 Minimum Capital Expenditures Annex B
 Minimum Condition
 Minimum Engineering and Operations Capital Expenditures Annex B provided however
 Noteholders
 Partial Loss
 Permitted Encumbrance
 Person
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  8




---



##### 



Professional Services Fees Section 2.2(g)
 Redemption Amount plus
 Remaining Mission Life Satmex 5 Satmex 6
 Representatives
 Requisite Bondholder Non-Disclosure Agreements
 Requisite Series B Consent estatutos sociales
 Return
 Revised Neutral Share Approval inversión neutra Ley de Inversión
Extranjera
 Satellite Construction ATP
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  9




---



##### 



Satellite Construction Agreement
 Satellite Contract Delivery Date
 Satellite Operator provided
 Satellite Performance Specifications
 Satellite Termination Fees Satmex 5
 Satellite Vendor
 SEC Documents
 Second Priority Debt Offer
 Second Priority Documents
 Second Priority Indenture
 Second Priority Notes
 Second Priority Supplemental Indenture
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  10




---



##### 



Exhibit E provided further provided
 Series B Director
 Series N Share Conversion estatutos sociales
 Shares
 Stated Satellite Operational Capability
 Subsidiary
 Subsidiary Cash
 Supplemental Indentures
 System Failure
 Target Working Capital
 Tax Adjustment
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  11




---



##### 



Tax Authority Secretaría de Hacienda y
Crédito Público
 Taxes
 Technical Committee
 Tender Agent
 Tender Price plus
   plus
 plus i.e. minus i.e.
 minus
 minus Section 6.1
 minus
 plus Solidaridad 2
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  12




---



##### 



Total Loss
 Transponder
 Transponder Failure
 Transponder-Year
 Trusts Beneficiaries
 Table of Definitions
 Definition
    
    LocationAgreement
    
    PreambleApproved Consultant
    
    6.2(b)Balance Sheet
    
    4.6(a)Bidder
    
    PreambleBidder Guarantor
    
    PreambleClosing
    
    2.2(a)Closing Date
    
    2.2(a)COFECO
    
    3.3(b)COFETEL
    
    3.3(b)Company
    
    PreambleCovered Parties
    
    6.15(a)DBM
    
    PreambleDetermination Date
    
    8.1(i)Disclosure Schedules
    
    Article IIIDispute
    
    9.10Employee Plans
    
    4.10(a)Environmental Claim
    
    4.17(d)(i)Environmental Laws
    
    4.17(d)(ii)Environmental Permits
    
    4.17(d)(iii)Execution Date
    
    PreambleFinancial Statements
    
    4.6(a)FN
    
    PreambleGuaranteed Obligations
    
    6.21ICC Rules
    
    9.10Improvements
    
    4.13(c)Interim Financial Statements
    
    4.6(a)Issuing Bank
    
    6.13(a)ITU
    
    4.15(b)Joinder Agreement
    
    RecitalsMajor Fuel Deficiency
    
    6.2(b)
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  13




---



##### 



Definition
    
    LocationMaterial Contracts
    
    4.18(a)ME
    
    3.3(b)MIFR
    
    4.15(d)MXJV
    
    RecitalsMXJV Partner
    
    RecitalsPermits
    
    4.8(b)Potential Transaction
    
    6.17Projected Closing Date
    
    8.1(i)Qualified Bank
    
    6.13(a)Satellite Health Data
    
    4.15(a)SCT
    
    3.3(b)Seller
    
    PreambleSellers
    
    PreambleTermination Date
    
    8.1(d)
 ARTICLE II
PURCHASE AND SALE
 Purchase and Sale of the Shares
   Closing
 Closing
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  14




---



##### 



Schedule 2.1 Section
2.1(b) Libro de Registro de Accionistas Solidaridad 2
 Solidaridad 2
 Section 6.22
 Debt Offer
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  15




---



##### 



ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLERS
 Disclosure Schedules
 Organization sociedad anónima banco nacional de desarrollo
 Authority fines del fideicomiso
 No Conflict; Required Filings and Consents
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  16




---



##### 



Comisión Federal de Competencia COFECO Ley Federal de Competencia Económica Secretaría de
Comunicaciones y Transportes SCT Comisión Federal de Telecomunicaciones COFETEL Ley Federal de Telecomunicaciones Secretaría de Economía ME Ley de Inversión
Extranjera provided
 Shares; Trust Beneficiary Rights
 Shares.
 DBM Trust Beneficiary Rights Schedule 3.4(b)
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  17




---



##### 



FN Trust Beneficiary Righ Schedule 3.4(c)
 Litigation
 Brokers
   Information Supplied
 Exclusivity of Representations and Warranties
 Delegado Fiduciario(Fiduciary Delegate) Annex A
 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  18




---



##### 



Organization and Qualification
  estatutos sociales estatutos sociales
 Authority
 No Conflict; Required Filings and Consents
  estatutos sociales
     
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  19




---



##### 



Ley Federal de Competencia Económica Ley Federal de Telecomunicaciones Ley de Inversión Extranjera
 Capitalization
 Equity Interests; Indebtedness
 Schedule 4.5(b)
 Financial Statements; Internal Controls; No Undisclosed Liabilities
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  20




---



##### 



Schedule
4.6(b)
 Schedule 4.6(c)
 Absence of Certain Changes or Events
  Schedule 4.7(b) Section 6.1
 Compliance with Law; Permits
 Permits Schedule 4.8(b)
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  21




---



##### 



Schedule 4.8(c) Schedule 4.8(c)
 Section 4.8 Sections 4.16 4.17
 Litigation
 Employee Benefit Plans
   Schedule 4.10(c) Schedule
4.10(c)
  Employment Matters; Labor Relations
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  22




---



##### 



Schedule 4.11(b)
 Schedule 4.11(c)
 Schedule 4.11(d)
 Schedule 4.11(e)
 Instituto Mexicano del Seguro Social Instituto del Fondo Nacional de la Vivienda para los Trabajadores Sistema de Ahorro para el Retiro
 Insurance
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  23




---



##### 



Real Property
  Schedule 4.13(b)
 Improvements
 Schedule 4.13(d)
 Intellectual Property
    
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  24




---



##### 



Company Satellites
 Schedule 4.15(a) Satmex 5 Satmex 6 Satellite Health Data
 Schedule 4.15(b) ITU Schedule 4.15(b)
 Schedule 4.15(c) usufructo et seg Schedule 4.15(c)
  Satmex 6 Solidaridad 2 Satmex 7 Satmex 6 Satmex 5 Morelos 2 Satmex 5 Satmex 8 Satmex 8 Solidaridad 2 Cansat 17 Solidaridad
2 Satmex 7 Mexsat Satmex 7
 Satmex 5 MIFR Satmex 6 Solidaridad 2 Satmex 7 Satmex 8
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  25




---



##### 



Satmex 6 Solidaridad 2 Satmex 7 Satmex 8
 Taxes
         
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  26




---



##### 



Environmental Matters
   Section 4.17
  Environmental Claim
 Environmental Laws
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  27




---



##### 



Environmental Permits
 Material Contracts
 Schedule 4.18
             
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  28




---



##### 



Schedule 4.18(c)
 SEC Reports; Debt Offer Documents
   Brokers
 Affiliate Transactions
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  29




---



##### 



Books and Records estatutos sociales Libro de Registro de Accionistas , Libro de Registro de Variaciones de Capital, (Libro de Registro de Actas de Asambleas) (Libro de Registro de Actas de Sesiones del Consejo de Administración) Schedule
4.22
 Exclusivity of Representations and Warranties
 ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYERS
  Organization
 Authority
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  30




---



##### 



Qualification Ley General
de Sociedades Mercantiles Ley de Inversión
Extranjera Ley Federal de Telecomunicaciones
 No Conflict; Required Filings and Consents
      Ley Federal de Competencia Económica Ley Federal de Telecomunicaciones Ley de Inversión Extranjera
 Litigation
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  31




---



##### 



Financing
 Brokers
 Investment Intent
 Buyers Investigation and Reliance
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  32




---



##### 



Articles III IV Section 7.3(c)
 ARTICLE VI
COVENANTS
 Conduct of Business Prior to the Closing Annex B Schedule 6.1
 Section 7.3(i)
 estatutos sociales
    
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  33




---



##### 



provided Section 7.3(i) provided Solidaridad 2
   Annex B
     
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  34




---



##### 



provided provided further
     Schedule 4.12 provided
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  35




---



##### 



Covenants Regarding Information
 Section 6.2(a) Satmex 5 Satmex 6 Satmex 5 Approved Consultant Satmex 5 Satmex 6 Major Fuel Deficiency Schedule 4.15(a) Section 6.2(b) Section 8.1(f)(ii)
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  36




---



##### 



provided however Section 6.2(c)
 Books and Records
 Financial Statements and Reports; Filings
    Update of Disclosure Schedules
 Notification of Certain Matters Article VII
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  37




---



##### 



Affiliate Transactions
 Debt Offers
  Section 2.3
 No Solicitation Section 6.9
 Confidentiality
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  38




---



##### 



Section 6.10
 Consents and Filings; Further Assurances
 Ley Federal de Competencia
Económica Ley Federal de
Telecomunicaciones , Ley de Inversión Extranjera
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  39




---



##### 



Schedule 6.11(c) provided
 Section 6.10 Section 6.10
 Public Announcements
 Employee Matters
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  40




---



##### 



Section 6.13
 Change of Control Payments Exhibit H
 Directors and Officers Insurance
  Reports Concerning Company Satellites
 Exclusivity Potential Transaction
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  41




---



##### 



Mexican Income Tax Dictamen Fiscal por la enajenación de las acciones Dictamen Fiscal por la
enajenación de las acciones Dictamen Fiscal por la enajenación de las
acciones
 Information Supplied Annex C
 Fulfillment of Conditions finiquito
 Bidder Guaranty Guaranteed Obligations
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  42




---



##### 



Third Party Expense Statements Section 8.1(i) Section 8.1(i)
 Approved Bank
 MXJV Partner
 ARTICLE VII
CONDITIONS TO CLOSING
 General Conditions
 No Violation
 Governmental Approvals Schedule 7.1(b)
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  43




---



##### 



afirmativa ficta negativa ficta Sections 6.11 8.1
 Corporate Approvals copia certificada por Notario Público
 Third Party Consents Schedule 7.1(d)
 Debt Offer Consents
 Satellite Transfer Approval
 Mexican Foreign Investment Regulations
 No Litigation
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  44




---



##### 



Conditions to Obligations of the Sellers and the Company
 Representations and Warranties; Covenants
 Officers and Secretaries Certificates Exhibit F Section 7.1(g)(i) Section 7.2
 Conditions to Obligations of the Buyers
 Representations and Warranties; Covenants Section
6.1(c) (h) (l)
 Material Adverse Effect
 Officers and Secretarys Certificates Exhibit G Sections 7.1(c) 7.1(g) Section 7.3
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  45




---



##### 



Ancillary Documents copia certificada por Notario Público copia certificada por Notario Público estatutos sociales Libro de Registro de Accionistas provided Libro de Registro de Accionistas Schedule 2.1 Libro de Registro de Accionistas
 Indentures
 First Quarter Cash; Available Cash Section
2.2(d)
 Redemption Amount
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  46




---



##### 



Tax Election Section 6.18 Dictamen Fiscal por la enajenación de las acciones
 Satellite Construction
 Fuel Test Section 6.2(b).
 ARTICLE VIII
TERMINATION
 Termination
  Sections 7.1 7.2 Sections 7.1 7.3
 Section
7.1 Section 7.2 Section 7.1 Section 7.3 provided Section 8.1(c)
 Termination Date provided Section 8.1(d)
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  47




---



##### 



provided Section 6.11
 Satmex 5 Satmex 6 Satmex 5 Satmex 6 Section 6.2(b) Satmex 5 Satmex 6 provided
  Section 7.1(c)(i) Section 7.1(c)(iv)
 Section
7.1(c)(i) Section 7.1(c)(iv) Determination Date Section 8.1(i)
 provided estatutos sociales
 Projected Closing Date
   plus
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  48




---



##### 



plus
 Section 7.3(i), minus
 Schedule 6.22 minus
 minus
 Schedule 4.11(d) minus
 minus
 Solidaridad 2 minus
 plus
    
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  49




---



##### 



Solidaridad 2
   Section 8.1 Section 8.1(a)
 Effect of Termination
 Section 8.1 Sections 8.2(b) 8.3(a) 8.3(b) 8.3(e) 8.3(f) Sections 3.6 5.7 Section
6.10 Section 6.12 Article IX Section 8.2
 Sections 8.1(b)(ii) 8.1(g) 8.1(h) 8.1(i) 8.1(j)(ii) Section 8.2(b) Section 8.3(a) Section 8.3(b)
 Termination Fee
  
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  50




---



##### 



Section
8.1(b)(ii) Section 8.1(g) Section 8.1(h) Section 8.2(b)
 Section 8.3(a) Section
8.3(b) provided however Section 8.3(b) Section
8.3(a) Section 8.3(a) Section 8.3(b)
 Sections 8.3(a) (b) Satmex 5 Satmex 6
 Section 8.1(k)
 Section 8.1(d)
 Section 8.3(a) Section 8.3(b) Section
8.3(e) Section 8.3(f)
 ARTICLE IX
GENERAL PROVISIONS
 Nonsurvival of Representations, Warranties and Covenants
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  51




---



##### 



Fees and Expenses
 Amendment and Modification
 Waiver
 Notices
  
  
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  52




---



##### 



***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  53




---



##### 



***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  54




---



##### 



Interpretation
 Entire Agreement
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  55




---



##### 



No Third-Party Beneficiaries
 Governing Law
 Arbitration Dispute ICC Rules
 U.S. Export Control Laws
 Disclosure Generally
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  56




---



##### 



Personal Liability
 Assignment; Successors
 Currency
 Severability
 Counterparts
 Facsimile Signature
 Time of Essence
 No Presumption Against Drafting Party
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  57




---



##### 



[The remainder of this page is intentionally left blank.]
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  58




---



##### 



Section
6.21
 Deutsche Bank México, S.A., Institución de Banca 
Múltiple, División Fiduciaria solely and exclusively as 
trustee in the Irrevocable
Administration Trust Agreement 
No. F/589By:
    /s/ Alonso Rojas DinglerName:
    Alonso Rojas DinglerTitle:
    Trustee DelegateNacional Financiera, S.N.C., Institución de Banca de 
Desarrollo, Dirección Fiduciaria as trustee in the 
Irrevocable Administration Trust Agreement 
No. 80501By:
    /s/ Juan Manuel Altamirano LeónName:
    Juan Manuel Altamirano LeónTitle:
    Trustee DelegateSatélites Mexicanos, S.A. de C.V.By:
    /s/ Patricio E. NorthlandName:
    Patricio E. NorthlandTitle:
    Director GeneralEchoStar Satellite Acquisition L.L.C.By:
    /s/ Charles W. ErgenName:
    Charles W. ErgenTitle:
    Chief Executive Officer, President
and Chairman [ Signature page to Stock Purchase Agreement ]
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  59




---



##### 



And for purposes of Section 6.21 only:

EchoStar CorporationBy:
    /s/ Charles W. ErgenName:
    Charles W. ErgenTitle:
    Chairman of the Board of Directors [ Signature page to Stock Purchase Agreement ]
 
 ***
    
    Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the
redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act.  60




---



##### 



EXHIBIT A




---



##### 



EXHIBIT B




---



##### 



EXHIBIT C




---



##### 



EXHIBIT D
 ***




---



##### 



EXHIBIT E




---



##### 



EXHIBIT F




---



##### 



EXHIBIT G




---



##### 



EXHIBIT H




---



##### 



ANNEX A




---



##### 



ANNEX B




---



##### 



ANNEX C




---



##### 



SCHEDULES
 to
 STOCK PURCHASE AGREEMENT
 among
 Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria,
solely and exclusively as trustee in the
Irrevocable Administration Trust Agreement No. F/589
 and
 Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, Dirección Fiduciaria,
solely and exclusively as trustee in the
Irrevocable Administration Trust Agreement No. 80501
 as the Sellers,
 Satélites Mexicanos, S.A. de C.V.,
 as the Company,
 EchoStar Satellite Acquisition L.L.C.,
 as Bidder
 and
 EchoStar Corporation,
 for the purposes of Section 6.21 only,
 as the Bidder Guarantor
 Dated as of February 25, 2010




---



##### 



Sociedad Anónima de Capital
Variable




---



##### 



Schedule 1.1
 SCHEDULE 2.1




---



##### 



SCHEDULE 3.3




---



##### 



SCHEDULE 3.4(A)




---



##### 



SCHEDULE 3.4(B)




---



##### 



SCHEDULE 3.4(C)




---



##### 



SCHEDULE 4.1(A)




---



##### 



SCHEDULE 4.3




---



##### 



SCHEDULE 4.4




---



##### 



SCHEDULE 4.5(B)




---



##### 



SCHEDULE 4.6(A)




---



##### 



SCHEDULE 4.6(B)




---



##### 



SCHEDULE 4.6(C)




---



##### 



SCHEDULE 4.7(A)




---



##### 



SCHEDULE 4.7(B)




---



##### 



SCHEDULE 4.8(B)




---



##### 



SCHEDULE 4.8(C)




---



##### 



SCHEDULE 4.9




---



##### 



SCHEDULE 4.10(A)




---



##### 



SCHEDULE 4.10(C)




---



##### 



SCHEDULE 4.11(A)




---



##### 



SCHEDULE 4.11(B)




---



##### 



SCHEDULE 4.11(C)




---



##### 



SCHEDULE 4.11(D)




---



##### 



SCHEDULE 4.11(E)




---



##### 



SCHEDULE 4.12




---



##### 



SCHEDULE 4.13(B)




---



##### 



SCHEDULE 4.13(D)




---



##### 



SCHEDULE 4.14(A)




---



##### 



SCHEDULE 4.15(A)




---



##### 



SCHEDULE 4.15(B)




---



##### 



SCHEDULE 4.15(C)




---



##### 



SCHEDULE 4.16




---



##### 



SCHEDULE 4.18




---



##### 



SCHEDULE 4.18(C)




---



##### 



SCHEDULE 4.22
 BOARD OF DIRECTORS




---



##### 



SCHEDULE 5.5




---



##### 



SCHEDULE 6.1




---



##### 



SCHEDULE 6.11(C)




---



##### 



SCHEDULE 6.13




---



##### 



SCHEDULE 6.22




---



##### 



SCHEDULE 7.1(B)




---



##### 



SCHEDULE 7.1(D)