‘This Term Shee is made this 298 ay of Jane 201 PARTIES Hughes Network Systems, LLC, a limited ibility company established under the laws of he state cf Denware, US.A. wit is principal place of business located at 11717 Exploration Lane, ‘Germantown, Maryland, USA 20876 C*HUGHES"); and [Empresa Argentina de Solvciones Sateltales Sociedad Andnima ~ ARSAT, a company orpanized nd exiting under the ls of Argentine and having a registered office at Avenida Gal, 1D. Pern "934, BI621BOZ, Benavides, Province of Buenos Aires, Argentina *ARSAT", HUGHES and ARSAT may be refered to herein individually as “Party or collectively as the “Panties” BACKGROUND |. ARSAT is engaged in the commercial business of slit operations and service provision, ‘iglesia levision dsbution, be pte network serves and Te I data cee. 2. HUGHES is engaged inthe commercial business of providing satelite broadband networks, and services for ome fice, enterprises and goverment bal. AARSAT and HUGHES have held inal discussions and are interested in pursing a potential Joint venture (the “Projecto procue and inch one or more geosaonry communications Satelite that wil have & mulltopot beam payload designed to provide troodban services in ‘Argent 4. The it satelite is curently efered as “ARSAT.3, but this name may be modified by the Parties, HUGHES and ARSAT have been working together on te aeomaphic coverage and characterises forthe payoad whichis deserted in more dtl Annex A. 4. ARSAT- willbe manafscured by INVAP, an Argentine satelite manufacturer, and will be tused onthe same spaceeraft bus asthe ARSAT.1 and ARSAT-2 satellites. Its expected thatthe commissions payload for ARSAT-3 willbe subcontacied to Thales Alenia Space As) 6 ARSAT- willbe placed at and operted from an Argentine geostationary orbital lot that is ‘corenly under coordination wth the Intemational Telecommuniatons Union (FTU) in Kas band 1. Additionally, as part of the Proje, ARSAT and HUGHES may pursue related business opportunites and cbesives tha are of mutual interes, including the provision of Ku-band Slit capcity by ARSAT andlor Ka-band satelite capacity by HUGHES in Argentina in Advance ofthe commercial evalbiliy of ARSAT-3, end obtaining market access approval fom the Argentine regulators for such copaciy. ‘Therefore the Pris have stout their cuent objectives in respect ofthe Project in this Term Shee, as ‘allows: |. THE PROJECT Li The primary objective ofthis Term Sheet isto st forth the curet respective understandings Of ARSAT and HUGHES and cei tems related to the potential creation ofa business frangement between ARSAT and HUGHES and to provide'a framework for discussions in RB ser irespect ofthe Project in a manner mutualy beneficial to the Parts, which may result in the Paris entering into a Fial Agreement (fined below). The curet understandings of the Parties in epost ofthe Pees, which are expered to be incorporated ilo a Fal Agreement to be negated by the Paves, areas fllows LL, The Pass have a mutual interest in creating « new company (*Neweo") in Argentina to provise stlite broadband services In Argentina fom a geostationary ‘emmanicetons sali curently known ae “ARSAT3", tbe procured and owed by ‘Newco. The ARSAT- sell, o be procred from and manufactured by INVAP. wll fave @ ml-spot beam Ka-band payload "Payond”). Neweo would alo procure and be the owner oa ground based network equipment including arequney teins CREP) (collectively, te “Gateways, requed to provide sale broadband services toreseles andlor consumer and small and medio sized etepise (“SME”) wer. The {Gateways wil be procired from HUGHES. The Gateways" echnical and operational ‘Speieations wilbe Finalized during te peer forth in Section 13. 1.12, Neveo would be owned ty ARSAT and HUGHES, with ARSAT holding not more than 49% of the foul equity, and HUGHES holding not las than S1% ofthe toa ‘equity. The Pare would also consider one or more third party owners. The ‘vmership interest(s) ofthe third parties would be mutually agreed and aparoved by the Pats 1.13, Based on curentetimses, the capital expenicre required forthe procurement and launch of ARSAT=3 into geostationary obits caren estimated by ARSAT to be [US$ 230 millon sn the eptal expenditure that woud be reqled forthe Gateways forthe Projects currently estimated by HUGHES to be USS 50 milion Final cost st wil be made available by each Paty et forth in Seton 1.3, once te satelite tnd Gatewy design are inaized spar the prosee et oth in Seton 13. LLLd. A general dseition of ARSATS, including he cuentsutellite and Payload design land frequency plan, attached hereto as Annex A. Afr siging this Term Shee, the Parties may revive Annex A, which may include without imation, adjusting the Satclite and Pryoed desig, Payload specifeation, coverage, Fequeney plan and ‘tial slot to be used, as pat of dzcussions concerning the Project andthe review ‘process reference in Seton 13, 1.15. ARSAT will kad the process obtia for Newco a geostationary orbital sot for AARSAT. and alles, registry and governmental authorizations equied to provide tstelitebrosdbant services in Argentina ‘Th orbital lets under consideration for the deployment of ARSAT-3 would be an Argentine geostationary orbital slot et 81° Wik, 915° WAL or 72° WAL. The orial lt location may change asa result of dlscuesons conciming the Projet. The Paris would agree on the orbital slot to piace ARSAT. pela to exeetion of the Final Agreement. ARSAT will lead the process to ofa for Newco al egal regultory and goverment authorizations fecesery to laure, operte and leat the ARSAT-3 at the selected orbital location ‘Sd provide site te broadband services 1.16, APSAT wil ed th proces for eorfiming frequeny coordination in relation tothe frequencies and etal slots stout inthis document. HUGHES wil provide ARSAT ‘wih suppor for soordnation of Ka-band fequenies i the Norern hemisphere, if required 1.17. ARSAT would procure Ka-band capacity from Newco for upto 25% of ttl capacity valable om ARSAT-3 on mutually agreed forma. ARSAT ie leo willing (0 4 ASLis. sas devolop a base of potential aurtomere for Kabaed broadband carvices that wil be twansered to ARSAT- once the sbelit soptacnal and prior tots aunch, ‘Upon the execution of a Final Agreement, HUGHES would provide reasonable cooperation and assistance to ARSAT and Newco to suppor the bringing into use of the frequency asignments designated by the ITU satelite network fling ieniid as [ARSAT-D asset forth in Spectl Section N° CH/CI3363 filed on March 27,2013, (APD by Argentina and published in IFIC BR 2748/9.07 2015, as modified (the SARSAT-D ITU Filing" a the 81° West ongitde rb slt by September 12, 2019, Satelite opertions will be provided w Newco Wy ARSAT. ARSAT3 willbe ‘operted fom the ARSAT contol center by ARSAT personel Paylosd management procedires willbe defined solely by Neweo. Satelite commanding and TT&C will be fone solely fom the ARSAT contol centr. Tem end conditions, inluding pricing td payment, for such services would be mutually agreed by the Pris conient ‘wih the Related Party Transactions RPT") pelcy to be adopted by the Neweo Bord CGzteway and broadband service operations and service delivery suppor systems ‘would be provided to Newco by HUGHES. Fer optics or ita center Services| fequired in Argentina by Neweo would be povided by ARSAT. Terns and ‘conditions, including peicing end payment, for such services would be mutually ‘ered by the Parties consistent with the RPT atic. “The Parties wil have frhr discussions regarding additonal capacity fo the Projet, including consideration ofa high-throughput satelite within the ist 12 months of | Newco and threaRtr on t east a semi-annual or annual basis as agreed by the [Newco board. Further, ARSAT and HUGHES wil agre to explore the possibly of | Joatly investing in steliter beyond ARSAT:3 that may operate in a varity of diferent frequency bands and ffom any of ARSAT's orblal slots, where i is ‘tually beneficial othe Paris. [Newco would have board of directors ("Boar"). The specific numberof directors ‘would be determine by the Paris. The Party wih he rnjvity ownership intrest ‘would have the right appoint a major ofthe dirctors. Board approval would be Feauired for significant or material sctivie, the sopeof which wil be defined in the nl Agreement. ‘The Parties woul nes om xpnpinte mechanisms for resolv derdocks [Newco executive management would be appointed bythe Newco Board "Newco would continue as lng a itis commecily viable. Parts would agree on provisions relating to lock-in periods, ant-luion righs, wall-evay rights termination of Newco, et. HUGHES would be the exclusive spplier of Gateways, VSATs aad ll oter ground network equipment and broadband satelite technology to Newco, and Neweo would tse exclusively broadband satelite equipment and technology supplied by HUGHES forthe provision of satelite broadband services from ARSAT in Argentina and any ote atlites Neweo wer to provide salle oadband services in Argentine ‘ARSAT would be the exclusive supplier of fiber opis andor data cater services to A= Ar