DISH Wireless Debtors - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Background

• The DISH Wireless Debtors ceased operating their nationwide 5G Network after the FCC threatened termination of the spectrum licenses needed to run it, compelling the Company to sell a material portion of its spectrum. Non-Debtor parent EchoStar entered into definitive agreements to sell spectrum licenses to AT&T and SpaceX (approved by the FCC's Wireless Telecommunications Bureau on May 12, 2026), leaving the DISH Wireless Debtors without the spectrum required to operate their network.
• The Debtors began decommissioning the legacy 5G Network—removing equipment from more than 24,000 former tower sites (built at a cost of more than $13 billion, plus an additional $3 billion invested by EchoStar's non-Debtor subsidiaries between 2020 and 2025), storing equipment at warehouses, reviewing thousands of contracts, and asserting force majeure and related defenses—and transitioning to a hybrid mobile network operator (MNO) model. The remaining equipment, inventory, and related assets no longer serve an operational purpose and impose ongoing carrying (storage, maintenance, insurance, security) costs, prompting this sale.
• As a condition to approving the FCC-directed spectrum sales, the Bureau required EchoStar to establish a trust funded with $2.4 billion to pay qualifying judicially determined or settled 5G Network claims (the "FCC Trust"), which EchoStar established on June 26, 2026.

Parties Involved

• Selling Entities: DISH Wireless L.L.C. ("DWLLC" or the "Seller"), together with the entities listed on Schedule I to the Stalking Horse Agreement and their respective bankruptcy estates, comprising:
  • Neyland Networks LLC
  • DISH Wireless Leasing L.L.C.
  • DISH Wireless Retail Holding L.L.C.
  • DISH Infinite Corporation
  • DISH Wireless Retail Operating L.L.C.
• Buyer: EchoStar Corporation (NASDAQ: ECHO), a Nevada corporation and the indirect parent of the DISH Wireless Debtors, as the Stalking Horse Bidder. EchoStar is not itself a Debtor in these cases.
• In light of the parent/indirect-subsidiary relationship between the Buyer and the Seller, the Seller's board of managers established a Special Committee of independent managers, to which exclusive authority was delegated to act on behalf of the Seller with respect to all conflicts matters, including the negotiation, execution, and performance of the Stalking Horse Agreement. The Stalking Horse Agreement was negotiated and authorized by the Special Committee on behalf of DWLLC.

Assets Being Sold

• Substantially all of the DISH Wireless Debtors' assets (the "Purchased Assets"), consisting of all of the Selling Entities' right, title, and interest, free and clear of Encumbrances (other than Permitted Encumbrances), in and to all of their assets, properties, and rights of every kind and nature, wherever located and as they exist as of the Closing, including:
  • All Accounts Receivable as of the Closing;
  • All Inventory (including wireless devices, component parts, spare parts, products in-process, finished products, and goods in transit), machinery, equipment, supplies, furniture, fixtures, and other tangible personal property and fixed assets owned by the Selling Entities, including Network Assets, but excluding all Batteries and any leased equipment or property subject to any Lien;
  • All Inventory, machinery, equipment, supplies, and other tangible personal property recovered by the Selling Entities from the Cell Sites before Closing (Batteries excluded in all events); and
  • All Permits, to the extent transferable under applicable Law.
• The Purchased Assets also include broad estate claims and causes of action, including avoidance, recovery, subordination, recharacterization, fraudulent-transfer, breach-of-contract, fiduciary-duty, insurance, alter-ego, veil-piercing, successor-liability, IP, and other claims, together with proceeds thereof; however, the sale of such claims to EchoStar is subject to the Special Committee's investigation of potential claims and causes of action held by the Selling Entities against EchoStar or its subsidiaries.
• Excluded Assets include, among other items, all Cash of the Selling Entities, all Batteries, and certain Inventory, machinery, equipment, supplies, and other tangible property located at the Cell Sites. The Purchased Assets also do not include any asset located on premises (other than a Warehouse) leased under an agreement that the Seller rejects, or that is the subject of a pending rejection motion or notice, as of the Closing Date.
• As of the filing of the Motion, the DISH Wireless Debtors' contracts are excluded from the Assets contemplated to be sold under the Bidding Procedures; if that changes, the Motion will be supplemented to include assumption/assignment procedures and a cure notice.
• Assumed Liabilities consist of (i) all Liabilities first arising from or first accruing from the ownership or operation of the Purchased Assets by the Buyer or its Affiliates on or after the Closing, including related Taxes, and (ii) any Contracts the Buyer elects to assume and associated cure costs.
• The Buyer will not assume any Liabilities other than the Assumed Liabilities. Excluded Liabilities include all Liabilities arising out of the Selling Entities' pre-Closing ownership or operation of the Purchased Assets or the Business, all Liabilities related to the Excluded Assets, and all Successor Liability Claims.
• The Selling Entities must consult with the Buyer before rejecting, or taking any action to reject, any Contract set forth in Schedule 2.5, and, in accordance with the Shared Services Agreement, the Buyer will reimburse the Selling Entities for any costs incurred in connection with not rejecting any such Contract.

Stalking Horse Bid

• On June 30, 2026, the DISH Wireless Debtors entered into an Asset Purchase Agreement with EchoStar Corporation for the purchase of the Purchased Assets.
• The aggregate purchase consideration is comprised of:
  • A Cash Purchase Price of $300 million, minus the DIP Financing Amount—the aggregate outstanding amount owed by the DISH Wireless Debtors to EchoStar (or its applicable Subsidiaries) under the Debtor-in-Possession Loan and Security Agreement dated as of June 30, 2026, as of immediately prior to the Closing, including all principal, accrued and unpaid interest, fees, costs, and other amounts due and payable thereunder; and
  • The assumption of the Assumed Liabilities.
• On the Closing Date, the Buyer will pay in cash (a) to DBS, as lender, an amount equal to the Repayment Amount (the "Debt Repayment") under its secured DBS Loan, and (b) to the Seller or its designee(s), an amount equal to the Cash Purchase Price minus the Repayment Amount. The Cash Purchase Price will not be subject to any setoff or deduction other than as provided in the Stalking Horse Agreement and any applicable withholding required by Law.
• The Stalking Horse Agreement establishes a minimum acceptable bid to promote competitive bidding and the maximization of value, and the DISH Wireless Debtors assert that it currently constitutes the highest or otherwise best offer for the Assets they have received to date. It was negotiated at arm's-length and in good faith by the Special Committee, on behalf of the DISH Wireless Debtors, on the one hand, and the Stalking Horse Bidder, on the other hand.
• For all purposes under the Bidding Procedures, the Stalking Horse Bidder is deemed a Qualified Bidder, and its Stalking Horse Bid is deemed a Qualified Bid. If the Stalking Horse Bid is the only Qualified Bid received by the Bid Deadline, the Stalking Horse Bidder will be deemed the Successful Bidder.

Credit Bid

• Pursuant to section 363(k) of the Bankruptcy Code, a secured creditor may credit bid the amount of its claim in a section 363 sale, and, even if undersecured under section 506(a), may bid the total face value of its claim without limitation to the claim's economic value. To the extent a bidder for the Assets is a secured lender, including the Stalking Horse Bidder, such bidder may credit bid up to the amount of its secured claim against the applicable Assets.
• Any Qualified Bidder holding a valid and perfected lien on any Assets (a "Secured Creditor") may credit bid all or a portion of the face value of its secured claims toward the Purchase Price, provided that a Secured Creditor may credit bid only with respect to Assets subject to a valid and perfected lien in its favor and in a manner consistent with any applicable intercreditor agreements, and any such Credit Bid must be submitted no later than the Bid Deadline.
• Any Credit Bid by a Secured Creditor will be deemed a cash Bid, and the fact that a Bid is composed of a Credit Bid (in whole or in part) will not be a detrimental factor in evaluating Bids. A Secured Creditor submitting a Credit Bid is deemed a Potential Bidder but is not subject to the requirement to submit a Good Faith Deposit.

Bid Requirements

• Potential Bidders may submit a Bid for (a) all or substantially all of the Assets or (b) a portion of the Assets. To be considered a Qualified Bid, any Bid (other than a Credit Bid) must provide that the Purchase Price is payable solely in cash. The submission of a Bid by the Bid Deadline constitutes a binding and irrevocable offer to acquire the Assets specified therein.
• Among other requirements, each Bid must:
  • Fully disclose the identity and corporate authority of the bidding entity, its equity owners and controlling entities, and the complete terms of any participation, together with evidence of the bidder's legal authority to complete the transaction;
  • Clearly state the Assets to be purchased, the liabilities and obligations to be assumed, and the aggregate Purchase Price;
  • Include duly executed, non-contingent transaction documents (including, for a Bid on the Purchased Assets, an executed Alternative APA and a redline against the Form APA) and a statement that the bidder is prepared to close no later than September 18, 2026, and that the Qualified Bid will remain irrevocable;
  • Include written evidence, satisfactory to the DISH Wireless Debtors, of the bidder's financial ability to timely close, including financing-source contacts, evidence of internal resources and/or committed financing, and a description of the bidder's pro forma capital structure;
  • Not include any conditions or contingencies, including due diligence, inspection, financing, or internal-approval contingencies;
  • Include an acknowledgement of no collusion, a good faith and bona fide offer, and a written commitment to serve as a Back-Up Bidder if selected as the next highest or otherwise best bid (subject to specified exceptions for Secured Creditors and the Stalking Horse Bidder);
  • Describe all governmental, licensing, regulatory, or other approvals or consents required to consummate the transaction, with evidence of the ability to obtain them in a timely manner; and
  • Consent to the jurisdiction of the Court, waive any right to a jury trial, acknowledge the Bid is binding and irrevocable in all respects, and covenant compliance with the Bidding Procedures and the Bidding Procedures Order.
• The DISH Wireless Debtors are authorized to approve joint Bids in their business judgment on a case-by-case basis, subject to compliance with the Bidding Procedures and the restrictions on communications between Potential Bidders.
• No party will be permitted to conduct any due diligence prior to entering into a Confidentiality Agreement.

Overbid

• Minimum Bid: Each Bid for all or substantially all of the Purchased Assets must consist of consideration no less than the amount of the Stalking Horse Bid plus $500,000 (the "Bid Increment"). Any Starting Bid other than the Stalking Horse Bid must include the amount provided for in the Stalking Horse Bid plus the applicable Bid Increment.
• Minimum Overbid Increment: At any Auction, subsequent Overbids for the Purchased Assets must be made in minimum increments of $500,000 of additional value over the Prevailing Highest Bid. To remain eligible to participate, each Qualified Bidder must submit an Overbid to the then-Prevailing Highest Bid.

Bid Protections

• None. The Stalking Horse Agreement does not contain any break-up fee, termination fee, expense reimbursement, or similar payment, and no bidder (including the Buyer as Stalking Horse Bidder or Back-Up Bidder) is entitled to any such bid protections.
• Each Bid must include a statement that the bidder is not entitled to any breakup fee, termination fee, expense reimbursement, or similar payment, together with a waiver of any substantial contribution administrative expense claim under section 503(b) of the Bankruptcy Code related to bidding for the Assets.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit equal to 10% of the cash purchase price contemplated in such Bid, before any adjustments, to be wired to an interest-bearing escrow account established by the DISH Wireless Debtors.
• If a Bid is modified in a manner that increases the purchase price and is determined to be the Successful Bid or the Back-Up Bid, the applicable bidder must, within two business days following the conclusion of the Auction, adjust its Good Faith Deposit to equal 10% of the increased cash purchase price.
• The Good Faith Deposit of a Successful Bidder will, upon consummation, become property of the DISH Wireless Debtors' estates and be credited toward the applicable Purchase Price. Deposits of a breaching Successful Bidder or Back-Up Bidder may be retained as part of the Debtors' damages, without waiver of other legal and equitable remedies.
• Other Good Faith Deposits will be returned to (a) unsuccessful Qualified Bidders five business days after the applicable Auction, and (b) Back-Up Bidders five business days after the earliest of (i) 60 days after the Sale Hearing, (ii) consummation of a Sale Transaction covering the Assets subject to the Back-Up Bid, or (iii) written release of the Back-Up Bid by the DISH Wireless Debtors.

Auction Details

• If more than one Qualified Bid is received by the Bid Deadline, the DISH Wireless Debtors will conduct an Auction to determine the Successful Bidder (and any Back-Up Bidder); provided that, for a Qualified Bid on a portion (but not all or substantially all) of the Purchased Assets, the DISH Wireless Debtors may elect not to conduct an Auction if doing so would not be in the best interests of their estates.
• If no Qualified Bids other than the Stalking Horse Bid are received, the DISH Wireless Debtors may cancel the Auction, designate the Stalking Horse Bid as the Successful Bid, and pursue entry of an order approving it.
• The Auction (if any) will be conducted on August 12, 2026, at 10:00 a.m. (prevailing Central Time) and each consecutive day thereafter until its conclusion, either in person at White & Case LLP, 609 Main St, Suite 2900, Houston, TX 77002, at another physical location determined by the DISH Wireless Debtors, or virtually. Only Qualified Bidders are eligible to participate.
• The DISH Wireless Debtors, with the assistance of their advisors, will direct and preside over the Auction. All Overbids will be made and received on an open basis, with bidding continuing one Qualified Bidder at a time, each required to submit an Overbid to the then-Prevailing Highest Bid before the next bidder may bid. Each Auction will be transcribed or recorded, and each bidder must confirm on the record that it has not engaged in any collusion.
• The Auction will continue until the DISH Wireless Debtors determine, in their business judgment, that a Qualified Bid is the highest or otherwise best bid and that further bidding is unlikely to result in a different Successful Bid reasonably acceptable to them.

Back-Up Bidder

• If an Auction is conducted, the Qualified Bidder with the next highest or otherwise best Bid to the Successful Bid will be designated as the Back-Up Bidder. The identity and material terms of any Back-Up Bid will be announced at the same time as the Successful Bidder.
• If a Successful Bid is terminated prior to consummation (a "Successful Bid Failure"), the Back-Up Bidder will be deemed to have submitted the Successful Bid and must consummate the Sale Transaction as soon as reasonably practicable.
• The Back-Up Bidder must keep its Qualified Bid open and irrevocable until the earliest of (a) 60 days after the Sale Hearing, (b) consummation of a Sale Transaction covering the applicable Assets, or (c) written release by the DISH Wireless Debtors.
• If the Buyer is not the prevailing bidder at the Auction but is the next highest and best bidder, the Buyer will serve as the Back-Up Bidder and keep its bid open and irrevocable on the terms and conditions set forth in the Stalking Horse Agreement, as improved at the Auction.

Sale Free and Clear & Successor Liability

• The sale, transfer, and assignment of the Purchased Assets is intended to be effectuated as a sale free and clear of all Encumbrances, Claims, interests, and Liabilities (other than Permitted Encumbrances and Assumed Liabilities) pursuant to sections 105 and 363(f) of the Bankruptcy Code, including free and clear of all Successor Liability Claims.
• Because section 363(f) is written in the disjunctive, satisfying any one of its five conditions is sufficient. The DISH Wireless Debtors submit that at least one condition is or will be satisfied with respect to all Interests in the Assets, and that any non-assumed Interest will be adequately protected by attaching to the net proceeds of the Sale Transaction with the same validity, priority, force, and effect, and subject to the same defenses, as existed immediately prior to the sale.
• The Buyer is not, and shall not be deemed to be, a successor to any Selling Entity or the Business under any theory of law or equity, including transferee liability, de facto merger, or continuity of enterprise. All Persons holding or asserting any Successor Liability Claim will be permanently enjoined and barred from pursuing such Claim against the Buyer, its Affiliates, successors, or assigns, or the Purchased Assets, and must seek satisfaction solely from the Selling Entities, their bankruptcy estates, or the proceeds thereof.

Good Faith Purchaser

• The DISH Wireless Debtors request a finding that the Stalking Horse Bidder and/or any other Successful Bidder are entitled to the protections and benefits of section 363(m) of the Bankruptcy Code and qualify as good faith purchasers.
• The Stalking Horse Agreement was negotiated on the Debtors' behalf by the Special Committee in good faith, and any sale agreement with a Successful Bidder will be the culmination of a competitive Auction process conducted on an arm's-length, good-faith basis. The DISH Wireless Debtors will not select as Successful Bidder or Back-Up Bidder any party whose good faith could reasonably be questioned.

Diligence Access

• The DISH Wireless Debtors, through their proposed financial advisor, FTI Capital Advisors ("FTICA"), will post all material Diligence Materials to a confidential electronic Data Room.
• To access the Data Room and participate in the bidding process, a person or entity must deliver to FTICA an executed Confidentiality Agreement and reasonable evidence of its financial capability to consummate a Sale Transaction, upon which it will be considered a Potential Bidder. No party may conduct due diligence prior to entering into a Confidentiality Agreement. The Stalking Horse Bidder will not be considered a Potential Bidder for purposes of the Bidding Procedures.
• For all Potential Bidders, the due diligence period will end on the Bid Deadline.

"As Is, Where Is"

• Consummation of any Sale Transaction will be on an "as is, where is" basis and without representations or warranties of any kind, except as specifically set forth in the executed Definitive Sale Documents. Each Bid must include a written acknowledgement that the Potential Bidder had an opportunity to conduct due diligence, relied solely on its own independent review, and did not rely on any statements, representations, or warranties of the DISH Wireless Debtors or their advisors, except as expressly stated in the bidder's purchase agreement.
• The Buyer represents that it is purchasing the Purchased Assets on an "AS IS," "WHERE IS," and "WITH ALL FAULTS" basis based solely on its own investigation, and that neither the Selling Entities nor the Seller's Representatives have made any warranties, representations, or guarantees respecting the Purchased Assets.

Fiduciary Out

• The Bidding Procedures expressly provide for a "fiduciary out." Nothing in the Bidding Procedures or the Bidding Procedures Order requires the DISH Wireless Debtors or the Special Committee to take or refrain from taking any action if they reasonably determine in good faith, after consultation with outside counsel, that doing so would be inconsistent with their fiduciary obligations under applicable law.
• Until the closing of the Auction, the DISH Wireless Debtors and their advisors retain the right, consistent with their fiduciary duties, to consider, respond to, and facilitate alternate proposals; provide access to non-public information; and maintain or continue discussions or negotiations regarding any Alternate Proposal.

Marketing Process

• The DISH Wireless Debtors have been engaged in efforts to sell their assets since the fourth quarter of 2025. Beginning in October 2025, they initiated a formal Request for Proposal ("RFP") process for wireless inventory with an original cost of approximately $160 million, located at hub facilities in Spartanburg, South Carolina and Denver, Colorado. The DISH Wireless Debtors solicited interest from seven counterparties, yielding six proposals ranging from 5–18% of the inventory's original cost.
• In December 2025, the DISH Wireless Debtors conducted a second RFP round focused on a refined inventory scope with an original cost of approximately $93 million at the same hub facilities, inviting the two most competitive counterparties from the first round to submit updated proposals; this round failed to yield an actionable proposal.
• Beyond the formal RFP rounds, the DISH Wireless Debtors received and evaluated proposals for discrete asset categories, including a purchase offer of $850,000 for their full inventory of generators, an estimated $36 million gross-proceeds revenue-share proposal for certain servers, and multiple battery-purchase proposals.
• On June 17, 2026, DWLLC engaged FTICA as investment banker in connection with a potential sale or disposition of the DISH Wireless Debtors' Assets. FTICA has since prepared "go to market" materials (including a teaser, confidential information memorandum, and form NDA), established a virtual Data Room, and prepared a comprehensive list of potential strategic and financial purchasers. Acting through the Special Committee, the DISH Wireless Debtors will actively market the Assets, seeking the highest or otherwise best offer and conducting an auction if necessary.

Special Committee

• On February 16, 2026, the Board of Managers of DWLLC appointed two independent managers, and on March 3, 2026, established a Special Committee composed solely of those independent managers. The Special Committee retained Dentons US LLP as its counsel.
• In light of EchoStar's affiliate status and its role as proposed debtor-in-possession financing lender, the Special Committee negotiated the Stalking Horse Agreement to ensure the transaction was the product of good-faith, arm's-length bargaining reflecting the Special Committee's independent business judgment. The Special Committee has been delegated exclusive authority to negotiate, execute, and perform under the Stalking Horse Agreement and to act on behalf of the DISH Wireless Debtors in connection with the marketing and sale of the Assets, and any determination to designate a Bid as the Successful Bid must be made by, or subject to the approval of, the Special Committee.

Milestones

• The Selling Entities must use commercially reasonable efforts to achieve the following Milestones by the dates indicated (or such later dates as approved by the Buyer in its reasonable discretion):
  • No later than one Business Day after the Petition Date: file the DIP Motion with the Bankruptcy Court;
  • On or before July 10, 2026: the Special Committee posts to the Data Room a description of the scope of the Special Committee Investigation;
  • No later than 30 calendar days after the Petition Date: entry of a Final Order approving the DIP Motion;
  • On or before August 1, 2026: the Special Committee posts to the Data Room a report of the Special Committee Investigation;
  • On or before August 10, 2026 (the Bid Deadline): the deadline for submission of qualified bids occurs;
  • On or before August 17, 2026 (the Sale Hearing Date): the Bankruptcy Court holds a hearing to consider approval of the sale, and a hearing to consider approval of the Disclosure Statement and confirmation of the Chapter 11 Plan; and
  • On or before 75 calendar days after the Petition Date (on or about September 13, 2026): entry of an order approving the sale, which order shall not be subject to any stay. (Note: Section 8.3(h) of the Stalking Horse Agreement labels this 75-day sale-order-entry deadline the "Outside Date," whereas Sections 9 and 10 of the Agreement define the "Outside Date" as 80 days after the Petition Date for the occurrence of Closing; the term is used two ways in the source.)
• If the Special Committee requests the Buyer's consent to extend the Bid Deadline or the Sale Hearing Date and the Buyer declines or fails to respond within three Business Days, the Special Committee may move for an order, for cause, extending the Bid Deadline to a date no later than September 9, 2026, and the Sale Hearing Date to a date no later than September 14, 2026. For the avoidance of doubt, "cause" does not include events within the Selling Entities' or Special Committee's control.

Closing Conditions

• The respective obligations of the parties are subject to the mutual conditions that (a) no Governmental Authority has entered any Legal Restraint enjoining or prohibiting the Transaction, and (b) on or before 75 days after the Petition Date, the Bankruptcy Court has entered the Sale Order, in form and substance reasonably acceptable to the Buyer and not subject to any stay.
• The Buyer's obligations are subject to additional conditions, including, among others: receipt of the deliverables under Section 4.2 of the Stalking Horse Agreement; entry, within three days after the Petition Date, of a Final Order granting the Solicitation Procedures Motion on a conditional basis and Final Orders granting the Bidding Procedures Motion and the contract-rejection procedures motion; entry, within 30 days after the Petition Date, of a Final Order approving the DIP Financing; entry, within 75 days after the Petition Date, of one or more Abandonment Orders and the Confirmation Order (each not subject to any stay); and the occurrence of the Closing on or before 80 days after the Petition Date.
• The Selling Entities' obligations are subject to the additional condition that the Seller has received the items to be delivered to it under Section 4.3 of the Stalking Horse Agreement.

Termination

• The Stalking Horse Agreement may be terminated prior to the Closing by (i) mutual written agreement; (ii) the non-breaching party upon an uncured material breach continuing for three Business Days; or (iii) written notice of either the Seller or the Buyer if: a Legal Restraint has become final and non-appealable; a Selling Entity enters into, or the Bankruptcy Court approves, an Alternative Transaction with a party other than the Buyer or its Affiliates (other than one in which the Buyer or an Affiliate is the Back-Up Bidder); the Bankruptcy Cases are converted to chapter 7 or dismissed, or a trustee is appointed, without the Seller's consent; or the Closing has not occurred on or before 80 days following the Petition Date (the "Outside Date").
• The Stalking Horse Agreement may also be terminated by the Seller if the Special Committee determines that proceeding with the Transactions, or failing to terminate, would be inconsistent with its fiduciary duties.
• Termination may constitute an Event of Default under the DIP Credit Agreement, which, if uncured, could result in acceleration of the DIP Financing.

Notice Procedures

• Within three business days after entry of the Bidding Procedures Order, the DISH Wireless Debtors will file and serve the Sale Notice, the Bidding Procedures Order, and the Bidding Procedures by first-class mail (or email, where available) upon the Notice Parties, including parties that have expressed written interest in a Sale Transaction, known holders of liens and other secured claims, any official committees, and all other parties entitled to notice.
• Within five business days after entry of the Bidding Procedures Order, the Sale Notice will be published once in The New York Times (national edition), the Financial Times (global edition), and/or another national or foreign publication, and will be posted on the Case Website at https://dm.epiq11.com/DBS.
• To the extent an Auction is held, within one business day after its conclusion the DISH Wireless Debtors will file and post the Notice of Successful Bidder, identifying the Successful Bidder, the Back-Up Bidder (if any), and the date, time, and place of the Sale Hearing. Bankruptcy Rule 2002(a) requires at least 21 days' notice of the Sale Hearing.

Post-Closing Arrangements

• After the Closing, each party will hold in trust for the other's benefit, and promptly transfer, any cash or other property it receives that properly belongs to the other party (a "wrong pocket" arrangement). The Buyer will be responsible for all costs and expenses incurred in connection with the transportation and delivery of the Purchased Assets from their respective locations.
• Prior to the Closing, the Selling Entities will use commercially reasonable efforts to provide the Buyer reasonable access to books and records relating to the Purchased Assets, the Business, the Excluded Assets, and the Assumed or Excluded Liabilities for periods prior to the Closing Date.
• The DISH Wireless Debtors request that notice of the relief satisfy Bankruptcy Rule 6004(a) and that cause be established to exclude the relief from the 14-day stay under Bankruptcy Rule 6004(h).

Sale Hearing

• The Sale Hearing is currently scheduled for August 17, 2026 (prevailing Central Time) before the Honorable Christopher M. Lopez at the United States Bankruptcy Court for the Southern District of Texas, 515 Rusk Street, Courtroom 402, 4th Floor, Houston, Texas 77002.
• All objections to the Sale Transaction(s) and entry of any Sale Order must be in writing, state with particularity the legal and factual basis for the objection, comply with the applicable rules and orders, and be filed and served so as to be actually received by the DISH Wireless Debtors, White & Case LLP, FTICA, counsel to the Special Committee, and counsel to any official committee no later than August 14, 2026, at 5:00 p.m. (prevailing Central Time).

Key Dates

• Petition Date: June 30, 2026
• Bidding Procedures Hearing: July 1, 2026, at 2:30 p.m. (prevailing Central Time), Courtroom 402, 515 Rusk Street, Houston, Texas
• Deadline to serve Sale Notice: within three Business Days after entry of the Bidding Procedures Order
• Deadline to publish Sale Notice: within five Business Days after entry of the Bidding Procedures Order
• Bid Deadline: August 10, 2026, at 5:00 p.m. (prevailing Central Time)
• Deadline to designate Qualified Bids: August 11, 2026
• Auction (if any): August 12, 2026, at 10:00 a.m. (prevailing Central Time)
• Deadline to file Notice of Successful Bidder: within one business day following completion of the Auction (if any), or if no Auction occurs, the date on which the Auction was scheduled
• Sale Transaction(s) Objection Deadline: August 14, 2026, at 5:00 p.m. (prevailing Central Time)
• Sale Hearing: August 17, 2026 (prevailing Central Time)
• Targeted Closing: no later than September 18, 2026
• Outside Date (for Closing): 80 days following the Petition Date (on or about September 18, 2026). Note: the Stalking Horse Agreement separately uses "Outside Date" in Section 8.3(h) to mean the 75-day deadline (on or about September 13, 2026) for entry of the sale-approval order.