EX-10.20




 Certain confidential information contained in this document, marked by brackets and
asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because the Company customarily and actually treats such information as private or confidential and the omitted information is not material. 

Exhibit 10.20 
  

					
	



	  	Google Cloud Platform Order Form	  	

  

							
	Date	  	22-Jun-2021	  	Customer	  	Planet Labs Inc.

  

									
	Customer Details	 		  	Customer Billing Details	  	Google Customer ID	  	[*****]
	Ryan Clevenger	 		  	Ryan Clevenger	  	Sales Rep	  	[*****]
	645 Harrison Street 4th Floor	 		  	645 Harrison Street 4th Floor	  		  	
	San Francisco, CA 94107	 		  	San Francisco, CA 94107	  		  	
	United States	 		  	United States	  		  	
	[*****]	 		  	[*****]	  		  	
	[*****]	 		  	[*****]	  	Google Reference No.	  	[*****]
	Tax Exempt (If ticked, provide certificate)	 	☐    	  		  	VAT/GST/Tax Number (if appl.)	  	

 Billing Account Administrator Details 

(Contact will become the initial billing account administrator who can manage other user roles on the billing account in the Admin Console.) 

 

					
	Ryan Clevenger	  	[*****]	  	

  

																							
	Service	  	 	 	  	Quantity	 	  	 Cost

(per month)
	  	 Service Start

Date
	 	  	 Order Term

(months)
	 	  	Billing Currency	 
	 SUPP0RT-GCP-BASE-PREM-REG1
GCP
Premium Support
	  	 	Upgrade	 	  	 	1	 	  	[*****]	  	 	August 1,2021	 	  	 	36	 	  	 	USD	 
	
SUPPORT-GCP-PREM-VAR

GCP Premium Support (Variable fee)
	  	 	Upgrade	 	  	 	1	 	  	[*****]	  	 	August 1,2021	 	  	 	36	 	  	 	USD	 
	
SUPPORT-GCP-ADD-COVERAGE-INCLUDED

GCP Premium Support Additional Coverage
	  	 	Upgrade	 	  	 	3	 	  	[*****]	  	 	August 1,2021	 	  	 	36	 	  	 	USD	 

 Additional Terms: 

GCP Premium Support. From the GCP Premium Support service start date, GCP Premium Support replaces any
other active subscription(s) for Enterprise Support or Platinum Support. At the end of the GCP Premium Support Order Term, GCP Premium Support will automatically renew on a
month-to-month basis, until either party provides the other party with at least 30 days prior notice of non-renewal. The GCP
Premium Support (Variable fee) is invoiced in arrears and calculated as [*****] of GCP net spend during the invoice period. [*****] 
 Invoice
Issuance. Google will send Customer a monthly invoice for Fees accrued during the previous month unless otherwise described at the URL designating the Fees for an applicable SKU. 

Order Form Term. This Order Form is effective on the date of last signature below (“Order Form Effective Date”) and will
continue for the Order Term, subject to earlier termination in accordance with the Agreement. 
 Signature. By signing this
Order Form, each party represents and warrants that it has full power and authority to enter into the Order Form. 
 This Order Form is entered into by
Google LLC (“Google”) and Planet Labs Inc. (“Customer”) and incorporates the terms of the Google Cloud Platform License Agreement dated December 15, 2016 entered into between Google or any of its Affiliates and Customer
(such agreement, the “Agreement”). Terms defined in the Agreement apply to this Order Form. 
 PO # (if required) 

 

									
	Google	  	Google LLC	  		  	Customer	  	Planet Labs Inc.
					
	Signature	  	 /s/ Philipp Schindler
	  	 2021.06.28
 15:18:50 -07'00'
	  	Signature	  	 /s/ Ashley Johnson

	Print Name	  	Philipp Schindler	  	Print Name	  	Ashley Johnson
	Title	  	Authorized Signatory	  	Title	  	CFO/COO
	Date	  		  	Date	  	06/28/2021

 [*****] 

[*****] 

  
 



 












 Planet Labs Inc. - Pricing Reference ID: [*****] 

CONFIDENTIAL ~ [*****] 
 Amendment No. 2
to Google Cloud Platform Addendum 
 This Amendment (“Amendment”) is between Google LLC (“Google”) and the Customer in
the signature block below (“Customer”) and amends the Google Cloud Platform License Agreement previously entered into by the parties with an effective date on December 15, 2016 (as amended, the “Agreement”).
Such Agreement includes the Google Cloud Platform Addendum entered into by the parties with an effective date on February 13, 2020 (as amended, the “Addendum”). Capitalized terms used but not defined in this Amendment have the
meaning given to them in the Agreement. This Amendment will be effective from the date countersigned by the last party (“Amendment 2 Effective Date”). 

The parties agree as follows: 
  

	 	1.	 Additional Definition. The following new subsection O is added to Addendum Section 1 (Definitions):



  

	 	O.	 “Amendment 2 Implementation Date” means August 1,2021. 



 

	 	2.	 Discount Period. As of the Amendment 2 Implementation Date, the definition of “Discount
Period” in subsection J of Addendum Section 1 (Definitions) is replaced in its entirety with the following: 


  

	 	J.	 “Discount Period” means the period starting on the Amendment 2 Implementation Date and
continuing for 78 months during which Customer will receive the discounts provided under this Addendum, subject to the terms of this Addendum and the Agreement. 



 

	 	3.	 Commitments. As of the Amendment 2 Implementation Date, Addendum definitions “Commitment Period
1” through “Commitment Period 7” (subsections B-H of Addendum Section 1 (Definitions)) are deleted in their entirety, and the following table replaces those definitions as well as
subsections B-H in Addendum Section 3 (Commitments): 


  

					
	 Commitment

Period
	  	 Commitment Period Duration
	  	 Minimum

Commitment

	 [*****]
	  	[*****]	  	[*****] USD
			
	[*****]	  	[*****]	  	[*****] USD


  
 



 













					
	 [*****]
	  	 [*****]
	  	 [*****]

			
	 [*****]
	  	 [*****]
	  	 [*****]

			
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	  	 [*****]
	  	 [*****]

			
	 [*****]
	  	 [*****]
	  	 [*****]

			
	 [*****]
	  	 [*****]
	  	 [*****] USD


  

	 	4.	 Additional Service Credits. [*****] 



 

	 	C.	 [*****] 



[*****] 

  
 



 












 [*****] 
  

	 	5.	 Updated Flat Rate Discount [*****] [*****] 



 

	 	B.	 [*****] 



[*****] 

  
 



 












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	 	6.	 New Discounts. [*****] 



 

	 	L.	 [*****] 



[*****] 
 [*****] 

  
 



 












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	 	M.	 [*****] 



[*****] 
 [*****] 

 

	 	7.	 [*****] 


  

	 	8.	 No Sustained Use Discounts. Given the discounts provided in this Amendment, Sustained Use Discounts will
not apply to any of Customer’s use of Google Cloud Services from the Amendment 2 Implementation Date through the remainder of the Discount Period. 


  

	 	9.	 Additional Discount Terms. Unless explicitly stated otherwise, (i) if more than one discount
applies to the same SKU, only the greater discount will apply, and (ii) percentage discounts are in addition to any applicable Committed Use Discount. 


  

	 	[*****]	 


  

	 	11.	 Miscellaneous. All other terms and conditions of the Agreement (including the Addendum) remain unchanged
and in full force and effect. If the Agreement (including the Addendum) and the Amendment conflict, the Amendment will govern. This Amendment is subject to the Governing Law section in the Agreement. 



  
 



 












 Amendment is subject to the Governing Law section in the Agreement. 

Signed by the parties’ authorized representatives. 
  

									
	GOOGLE	 		 	CUSTOMER: Planet Labs Inc.
					
	By:	 	 /s/ Philipp Schindler
	 	2021.06.28	 	By:	 	 /s/ Ashley Johnson

	Name:	 	Philipp Schindler	 	15:19:05-07’00’	 	Name:	 	Ashley Johnson
	Title:	 	Authorized Signatory	 		 	Title:	 	CFO/COO
	Date:	 		 		 	Date:	 	06/28/2021


  
 



 












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