Exhibit
24
POWER
OF ATTORNEY
Know all
by these presents, that the undersigned hereby constitutes and appoints each of
R. Stanton Dodge, Robert Rehg, Brandon Ehrhart, James Gorman and Tracy
Strickland, signing singly, the undersigned’s true and lawful attorney-in-fact
to:
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(1)
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execute
for and on behalf of the undersigned, in the undersigned’s capacity as an
officer, director and/or owner of more than 10% of any class of equity
security of TerreStar Corporation (the “Company”), Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules and regulations
thereunder and a Form ID, Uniform Application for Access Codes to File on
Edgar;
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(2)
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do
and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4
or 5 or Form ID and timely file such forms (including amendments thereto)
and application with the United States Securities and Exchange Commission
and any stock exchange or similar authority;
and
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(3)
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take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's
discretion.
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The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
The
undersigned agrees that each such attorney-in-fact herein may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon
any untrue statements or omission of necessary facts in the information provided
by the undersigned to such attorney-in fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments
thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.
This
Power of Attorney supersedes any power of attorney previously executed by the
undersigned regarding the purposes outlined in the first paragraph hereof
(“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named
in any Prior Powers of Attorney is hereby revoked.
This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4 or 5 with respect to the
undersigned’s holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact or (b) superseded by a new power of
attorney regarding the purposes outlined in the first paragraph hereof dated as
of a later date.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of February, 2008.
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Signature:
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/s/ David
Rayner |
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Name:
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David
Rayner |
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