EX-10.5.6



 Exhibit 10.5.6 
 FOIA CONFIDENTIAL TREATMENT REQUESTED 
 PORTIONS OF THE EXHIBIT MARKED BY
[**Redacted**] HAVE BEEN OMITTED PURSUANT TO A 
 REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND

 EXCHANGE COMMISSION 
 Amendment No. 9 
 To the 

WorldView3 Satellite Purchase Agreement #60150 
 This Amendment No. 9 (“Amendment”) to WorldView 3 Satellite Purchase Agreement #60150 (the “Agreement”) is entered into by and between DigitalGlobe, Inc.
(“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and Ball Aerospace & Technologies Corp., a Delaware
corporation with its principal offices located at 1600 Commerce Street, Boulder, CO 80301 (“BATC”). As used in this Agreement, “Party” means either DigitalGlobe or BATC, as appropriate, and “Parties” means DigitalGlobe
and BATC. 
 WHEREAS, DigitalGlobe and BATC entered into the WorldView3 Satellite Purchase Agreement #60150
(“Agreement”) on September 1, 2010; 
 Now, THEREFORE, the parties hereby agree to amend the Agreement to
incorporate the following Engineering Change Proposals (“ECP”): 
 1. ECP 023: Documentation Updates 

This change updates 3 specifications currently under contract. In addition the Payment Milestone Schedule, Exhibit 3, has been updated. 

Therefore, this Amendment updates the following documents which are provided as Attachments 1-4 to the Agreement. 

 

	 	a.	Exhibit 1 to the Agreement, titled “Statement of Work for the WorldView 3 Satellite—10329656, Rev 6.0,” and dated 6 December 2012, is replaced in
its entirety by the updated version “Statement of Work for the WorldView 3 Satellite—10329656, Rev 7.0,” dated 12 March 2013, included as Attachment 1 to this Amendment; and 


 

	 	b.	Exhibit 3 to the Agreement, titled “WorldView 3 Payment Milestone Schedule – 10329669, Rev 7.0” and dated 29 November 2012, is replaced in its
entirety by the updated version “WorldView 3 Payment Milestone Schedule—10329669, Rev 8.0,” dated 12 March 2013, included as Attachment 2 to this Amendment; and 


 

	 	c.	“WorldView-3 Spacecraft Simulator Specification – 10258368, Rev 5.0”, and dated 1 October 2012, is replaced in its entirety by the document
“WorldView-3 Spacecraft Simulator Specification – 10258368, Rev 6.0”, dated 7 March 2013, included as Attachment 3 to this Amendment; and 

 DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is
subject to the restriction on the title page of this document. 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A 

REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND 

EXCHANGE COMMISSION 
  


	 	d.	“WorldView2 Bus Simulator External Model ICD – WV917, Rev 1.0”, and dated Apr 2008, is replaced in its entirety by the document “WorldView3 Bus
Simulator (WVBS) / Payload Simulator (PLS) ICD – 1018, Rev 1.0”, dated 12 March 2013, included as Attachment 4 to this Amendment. 

  

	2.	ECP 024: [**Redacted**]. 


Price: [**Redacted**] 
 SUMMARY

 The value for these ECPs is $45,000, outlined in the following table: 

 

							
	 Change #
	  	Change Description	  	$	 
	 023
	  	Documentation Updates	  	$	0.00	  
	 024
	  	[**Redacted**]	  	$	45,000.00	  
		  	TOTAL	  	$	45,000.00	  

 Contract Value Summary 
  

					
	 Previous Contract Value
	  	$	217,822,399.00	  
	 ECPs
	  	$	45,000.00	  
	 New Contract Value
	  	$	217,867,399.00	  

 Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force
and effect. 
 This Amendment No. 9 is hereby executed and agreed to by DigitalGlobe and BATC and shall be binding and effective as of the
last date executed below. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A 

REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND 

EXCHANGE COMMISSION 
  


					
	Ball Aerospace & Technologies Corp.	 		 	DigitalGlobe, Inc.
			
	        [**Redacted**]	 		 	    [**Redacted**]
	    Signature	 		 	Signature
			
	        [**Redacted**]	 		 	        [**Redacted**]
	Name	 		 	Name
			
	     [**Redacted**]	 		 	    [**Redacted**]
	Title	 		 	Title
			
	    [**Redacted**]	 		 	[**Redacted**]
	Date	 		 	Date


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A 

REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND 

EXCHANGE COMMISSION 
  

 Attachment 1 

Statement of Work for the WorldView3 Satellite, Rev 7.0 
 Dated 12 March 2013 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A 

REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND 

EXCHANGE COMMISSION 
  

 Attachment 2 

WorldView3 Payment Milestone Schedule, Rev 8.0 
 Dated 12 March 2013 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A 

REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND 

EXCHANGE COMMISSION 
  

 Attachment 3 

WorldView3 Spacecraft Simulator Specification, Rev 6.0 
 Dated 7 March 2013 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A 

REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND 

EXCHANGE COMMISSION 
  

 Attachment 4 

WorldView3 Bus Simulator (WVBS)/Payload Simulator (PLS) ICD, Rev 1.0 

Dated 12 March 2013 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 
 Exhibit 1 to Agreement 60150

 Statement of Work 
 for the WorldView 3 
 Satellite 

 
  
  

			
	 Document Number
	  	10329656
	 Release Date:
	  	March 12, 2013
	 Issue/Revision:
	  	Release 7.0
	 Prepared by:
	  	Brian Uzzle
	 Approved by
	  	Steve Linn

 RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION 

This document contains information proprietary and confidential to DigitalGlobe Incorporated, to its subsidiaries, or to a third party to whom
DigitalGlobe Incorporated may have a legal obligation to protect such information from unauthorized disclosure, use or duplication. Any disclosure, use or duplication of this document or of any of the information contained herein for other than the
specific purpose for which it was disclosed is expressly prohibited, except as DigitalGlobe Incorporated may otherwise agree to in writing. This document may only be used for the purpose for which it is provided. All copies of this document are the
sole property of DigitalGlobe and will be returned promptly upon request. 
 DigitalGlobe Proprietary and Confidential

 Use or disclosure of data is subject to the restriction on the title page of this document 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 Change Record 

 

							
	 Issue
	  	 Date
	  	Section(s)	  	 Description of Change

	Initial	  	20 Aug 2010	  		  	Initial Release
	Rev 1	  	7 Feb 2011	  	2.1	  	Updated references for Satellite Specification, Satellite Simulator Specification, and Instrument Specification
		  		  	3.1.b	  	Updated dates for Satellite Simulator releases and number of deliveries
		  		  	3.1.n	  	Added deliverable item [**Redacted**]
		  		  	3.1.o	  	Added deliverable item [**Redacted**].
		  		  	13.8.1	  	Clarified WV3 simulator changes versus WV2 simulator [**Redacted**].
		  		  	Attachment 1	  	Updated release dates for Satellite Simulator (LM-8), Satellite Simulator Documentation (LM-9), and Satellite Simulator Source Code (LM-10).
		  		  	Attachment 1	  	Updated [**Redacted**] (CFHW-1)
	Rev 2	  	14 Apr 2011	  	10.2.2	  	Updated [**Redacted**], to be consistent with the date in Attachment 1 (CFHW-2)
		  		  	1.2, 2.1,
4.5.3.2.F,
[**Redacted**],
11.4, 12.1, 12.2,
12.3,
Attachment 2	  	 Changed launch vehicle baseline from Delta-2 to Atlas V. Changed number of TIMs from 8 to 20.

Changed SLRR from [**Redacted**] to [**Redacted**].

		  		  	3.1.b	  	Updated delivery date for Simulator [**Redacted**] per Ball’s request.
	Rev 3	  	9 Sep 2011	  	1.1	  	Added definitions for [**Redacted**].
		  		  	2.1	  	Added [**Redacted**] specification. Updated Satellite Spec and Simulator Spec versions. Changed BATC documents for Configuration and Data Management to current doc numbers
and release versions. Updated Spaceport Systems International handbook version.
		  		  	3.1.a	  	Updated delivery date for Satellite, based on [**Redacted**]
		  		  	3.1.b	  	Updated delivery date for Simulator [**Redacted**] (LM-8) to match agreed upon dates.
		  		  	3.1.p, 3.1.q	  	Added deliverable items for [**Redacted**]
		  		  	4.2	  	Added [**Redacted**]
		  		  	4.5.3.1	  	Added [**Redacted**]
		  		  	4.5.3.2.F	  	Added [**Redacted**] specifics
		  		  	5.2.2	  	Added [**Redacted**]
		  		  	5.3.9.1	  	Added [**Redacted**]
		  		  	5.3.11.i-m	  	Added [**Redacted**]
		  		  	6.2.2	  	Updated PCB Section to reflect virtual nature of PCBs
		  		  	9.3.b	  	Added [**Redacted**]
		  		  	9.3.g	  	Added [**Redacted**]
		  		  	10.5.9	  	Added [**Redacted**]
		  		  	13.5.g-l	  	Added [**Redacted**]


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 i 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

  

							
	 Issue
	  	 Date
	  	Section(s)	  	 Description of Change

		  		  	Attachment 1	  	Added [**Redacted**] and CGSE-16. Changed [**Redacted**]
		  		  	n/a	  	Added Table of Contents
	Rev 4	  	24 Oct 2011	  	[**Redacted**]	  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
	Rev 5	  	14 Dec 2011	  	[**Redacted**]	  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
	Rev 6	  	6 Dec 2012	  	[**Redacted**]	  	
		  		  		  	
		  		  		  	
	Rev 7	  	12 Mar 2013	  	1.1	  	Corrected references for Initial Acceptance and Final Acceptance
		  		  	2.1	  	Updated Simulator Spec version
		  		  	3.1m	  	[**Redacted**]
		  		  	[**Redacted**]	  	[**Redacted**]
		  		  	[**Redacted**]	  	[**Redacted**]
		  		  	13.9.2	  	Updated reference to DG mission planning software
		  		  	Attachment 2	  	Added CFHW-7 and CFHW-8]


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 ii 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 Table of Contents 

 

							
	 1.0
	 	INTRODUCTION	  	 	1	  
	 1.1
	 	 DEFINITIONS
	  	 	1	  
	 1.2
	 	 PROGRAM OVERVIEW
	  	 	2	  
			
	 2.0
	 	DOCUMENTS	  	 	3	  
	 2.1
	 	 APPLICABLE DOCUMENTS
	  	 	3	  
	 2.2
	 	 REFERENCE DOCUMENTS
	  	 	5	  
			
	 3.0
	 	CONTRACT DELIVERABLES	  	 	6	  
	 3.1
	 	 DELIVERABLE ITEMS
	  	 	6	  
	 3.2
	 	 DELIVERABLE DATA
	  	 	7	  
	 3.3
	 	 DELIVERABLE SERVICES
	  	 	7	  
			
	 4.0
	 	PROGRAM MANAGEMENT	  	 	8	  
	 4.1
	 	 PROGRAM PHILOSOPHY
	  	 	8	  
	 4.2
	 	 BATC ORGANIZATION (CDIL PM-1)
	  	 	8	  
	 4.3
	 	 DIGITALGLOBE MANAGEMENT
	  	 	8	  
	 4.4
	 	 SPACE SEGMENT MASTER PROGRAM SCHEDULE (MPS) (CDIL
PM-2)
	  	 	9	  
	 4.4.1
	 	 General
	  	 	9	  
	 4.4.2
	 	 Required Software
	  	 	9	  
	 4.4.3
	 	 MPS Construction
	  	 	10	  
	 4.4.4
	 	 Reports
	  	 	10	  
	 4.5
	 	 MEETINGS & REVIEWS
	  	 	10	  
	 4.5.1
	 	 Weekly Status Meeting
	  	 	10	  
	 4.5.2
	 	 Monthly Program Status Review
	  	 	11	  
	 4.5.3
	 	 Program Reviews
	  	 	11	  
	 4.5.4
	 	 Component/Subsystem Design Review Listing (CDIL PM-3)
	  	 	13	  
	 4.5.5
	 	 Component/Subsystem Test Readiness / Data Review Listing (CDIL PM-4)
	  	 	14	  
	 4.5.6
	 	 DigitalGlobe Meetings
	  	 	14	  
	 4.6
	 	 DOCUMENTATION MANAGEMENT
	  	 	14	  
	 4.6.1
	 	 Access to Program Technical Data
	  	 	14	  
	 4.6.2
	 	 Objective
	  	 	14	  
	 4.6.3
	 	 Documentation Listing (CDIL PM-5)
	  	 	15	  
	 4.6.4
	 	 Documentation Delivery
	  	 	15	  
	 4.7
	 	 ACTION ITEM TRACKING (CDIL PM-6)
	  	 	15	  
	 4.8
	 	 FINANCIAL MANAGEMENT
	  	 	16	  
	 4.8.1
	 	 Historical Record of Payments (CDIL PM-7)
	  	 	16	  
	 4.8.2
	 	 Payments Forecast (CDIL PM-7)
	  	 	16	  
	 4.9
	 	 CONTRACT CHANGE CONTROL
	  	 	16	  
			
	 5.0
	 	DESIGN	  	 	17	  
	 5.1
	 	 GENERAL
	  	 	17	  
	 5.2
	 	 WORKING GROUPS AND TRADE STUDIES
	  	 	17	  
	 5.2.1
	 	 Working Groups
	  	 	17	  


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 iii 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


							
	 5.2.2
	 	 Trade Studies
	  	 	17	  
	 5.3
	 	 SATELLITE DESIGN DATA
	  	 	17	  
	 5.3.1
	 	 Satellite to Instrument Interface Control Document(s) (CDIL D-1)
	  	 	17	  
	 5.3.2
	 	 Satellite to Ground Terminal Narrowband Link ICD (CDIL D-2)
	  	 	17	  
	 5.3.3
	 	 Satellite to Ground Terminal Wideband Link ICD (CDIL D-3)
	  	 	17	  
	 5.3.4
	 	 Satellite Environmental Design and Test Specification (EDTS) (CDIL D-4)
	  	 	18	  
	 5.3.5
	 	 Contamination Control Plan(s) (CDIL D-5)
	  	 	18	  
	 5.3.6
	 	 Satellite Level Requirements Verification/Compliance Matrix (CDIL D-6)
	  	 	18	  
	 5.3.7
	 	 Box Level Requirements Verification/Compliance Matrix (CDIL D-7)
	  	 	18	  
	 5.3.8
	 	 Drawings (CDIL D-8)
	  	 	19	  
	 5.3.9
	 	 Performance Compliance and Risk Management
	  	 	19	  
	 5.3.10
	 	     Subsystem Description Documents (CDIL D-11)
	  	 	19	  
	 5.3.11
	 	     bbAnalysis and reports
	  	 	20	  
	 5.3.12
	 	     Other Interface Control Documents
	  	 	21	  
	 5.3.13
	 	     Critical Items list (CDIL D-18)
	  	 	21	  
	 5.3.14
	 	     Component Heritage Summary (CDIL D-19)
	  	 	21	  
	 5.3.15
	 	     Engineering Reports (CDIL D-20)
	  	 	21	  
	 5.3.16
	 	     Flight Software Source Code (CDIL D-21)
	  	 	22	  
	 5.3.17
	 	     Composite Grounding Design (CDIL D-22)
	  	 	22	  
	 5.3.18
	 	     Structural, Power, Thermal, and Reliability Analytical Models (CDIL D-23)
	  	 	22	  
	 5.3.19
	 	     Coordinate Transformation Document (CDIL D-24)
	  	 	22	  
	 5.3.20
	 	     Flight Software Users Manual (CDIL D-25)
	  	 	23	  
	 5.3.21
	 	     Component Acceptance Data Package (CDIL D-26)
	  	 	23	  
	 5.3.22
	 	     [**Redacted**]
	  	 	23	  
	 5.3.23
	 	     Instrument/Sensor Boresight Stability Data (CDIL D-28)
	  	 	23	  
	 5.3.24
	 	     Position and Attitude Accuracy (CDIL D-29)
	  	 	23	  
	 5.3.25
	 	     Satellite to MGB Interface Control Document(s) (CDIL D-32)
	  	 	23	  
	 5.3.26
	 	     DigitalGlobe to BATC Electrical GSE Interface Control Document (CDIL D-33)
	  	 	23	  
			
	 6.0
	 	PRODUCT ASSURANCE	  	 	24	  
	 6.1
	 	 PRODUCT ASSURANCE PLAN
	  	 	24	  
	 6.2
	 	 BATC PARTS CONTROL BOARD (PCB)
	  	 	24	  
	 6.2.1
	 	 Subcontractor Parts Control Board (PCB)
	  	 	24	  
	 6.2.2
	 	 PCB Process
	  	 	24	  
	 6.3
	 	 PARTS AND MATERIALS
	  	 	25	  
	 6.3.1
	 	 Electrical, Electronic, and Electro-mechanical Parts (EEE) Parts Listing (CDIL QA-1)
	  	 	25	  
	 6.3.2
	 	 Material and Processes Reports (CDIL QA-2)
	  	 	25	  
	 6.4
	 	 AS-BUILT CONFIGURATION AND
CONFORMANCE
	  	 	25	  
	 6.4.1
	 	 As-Built Configured Article List (CDIL QA-3)
	  	 	25	  
	 6.4.2
	 	 Certificate of Conformance (CDIL QA-4)
	  	 	25	  
	 6.5
	 	 PRODUCT ASSURANCE REVIEWS (CDIL QA-5)
	  	 	26	  
	 6.6
	 	 DOCUMENTATION
	  	 	26	  


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 iv 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


							
	 6.7
	 	 KNOWN NON-COMPLIANT HARDWARE
	  	 	26	  
	 6.8
	 	 MILITARY STANDARD 461
	  	 	26	  
			
	 7.0
	 	PROCUREMENT	  	 	27	  
	 7.1
	 	 GENERAL
	  	 	27	  
	 7.2
	 	 MAKE/BUY PLANS (CDIL PT-1)
	  	 	27	  
	 7.3
	 	 [**REDACTED**]
	  	 	27	  
	 7.4
	 	 REVIEWS
	  	 	27	  
	 7.5
	 	 PROGRAM SUBCONTRACT STATUS REPORT (PSSR) (CDIL
PT-2)
	  	 	27	  
	 7.6
	 	 DOCUMENTATION
	  	 	27	  
	 7.7
	 	 SUBCONTRACT FLOW-DOWNS
	  	 	28	  
	 7.7.1
	 	 Assignment Clause
	  	 	28	  
	 7.7.2
	 	 Access
	  	 	28	  
			
	 8.0
	 	PRODUCTION ACTIVITIES	  	 	29	  
	 8.1
	 	 GENERAL
	  	 	29	  
	 8.2
	 	 PRODUCTION PROCESS
	  	 	29	  
	 8.3
	 	 ACCESS
	  	 	29	  
	 8.4
	 	 PRODUCTION DOCUMENTATION
	  	 	29	  
			
	 9.0
	 	INTEGRATION AND TEST ACTIVITIES	  	 	30	  
	 9.1
	 	 GENERAL
	  	 	30	  
	 9.2
	 	 BOX/SUBSYSTEM LEVEL TESTING
	  	 	30	  
	 9.2.1
	 	 General
	  	 	30	  
	 9.2.2
	 	 [**Redacted**]
	  	 	30	  
	 9.3
	 	 WV BUS AND SATELLITE INTEGRATION AND
TEST PLANS (CDIL PT-3)
	  	 	30	  
	 9.4
	 	 POST-SHIPMENT INSTRUMENT TESTING
	  	 	30	  
	 9.5
	 	 SUPPORTING DOCUMENTS
	  	 	31	  
	 9.6
	 	 SYSTEM TEST REPORTS (CDIL PT-5)
	  	 	31	  
	 9.6.1
	 	 Content
	  	 	31	  
	 9.6.2
	 	 Timeliness
	  	 	31	  
	 9.7
	 	 UNINTERRUPTIBLE POWER SUPPLY (UPS)
	  	 	31	  
	 9.8
	 	 DIGITALGLOBE INTEGRATION AND TEST
ENGINEERING ACCESS
	  	 	31	  
	 9.8.1
	 	 On-Site and Visiting Engineers
	  	 	31	  
	 9.8.2
	 	 Access to Live Satellite Telemetry
	  	 	32	  
	 9.8.3
	 	 Test Observation By Other DG Engineers
	  	 	32	  
	 9.8.4
	 	 Access to Command and Telemetry Log Files (CDIL PT-6)
	  	 	32	  
	 9.9
	 	 TEST REVIEWS
	  	 	32	  
	 9.10
	 	 OPTIONAL TESTING
	  	 	32	  
			
	 10.0
	 	CUSTOMER FURNISHED EQUIPMENT AND SERVICES	  	 	33	  
	 10.1
	 	 GENERAL
	  	 	33	  
	 10.2
	 	 FLIGHT EQUIPMENT
	  	 	33	  
	 10.2.1
	 	 [**Redacted**]
	  	 	33	  
	 10.2.2
	 	 [**Redacted**]
	  	 	33	  


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 v 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


							
	 10.2.3
	 	 [**Redacted**]
	  	 	33	  
	 10.2.4
	 	 [**Redacted**]
	  	 	33	  
	 10.2.5
	 	 [**Redacted**]
	  	 	33	  
	 10.2.6
	 	 [**Redacted**]
	  	 	33	  
	 10.3
	 	 SIMULATORS (CSIM-1)
	  	 	34	  
	 10.4
	 	 LAUNCH VEHICLE INTERFACES
	  	 	34	  
	 10.4.1
	 	 Launch Vehicle Interface
	  	 	34	  
	 10.4.2
	 	 Launch Vehicle Separation Connectors (CLSE-3)
	  	 	34	  
	 10.5
	 	 GROUND SUPPORT EQUIPMENT
	  	 	34	  
	 10.5.1
	 	 Wideband Link RGT Equipment
	  	 	34	  
	 10.5.2
	 	 Narrowband Link RGT Equipment (CGSE-5)
	  	 	34	  
	 10.5.3
	 	 Special Test Equipment
	  	 	34	  
	 10.5.4
	 	 Mission Control Center (CGSE-11)
	  	 	34	  
	 10.5.5
	 	 [**Redacted**]
	  	 	35	  
	 10.5.6
	 	 [**Redacted**]
	  	 	35	  
	 10.5.7
	 	 [**Redacted**]
	  	 	35	  
	 10.5.8
	 	 MGB Test Equipment (CGSE-15)
	  	 	35	  
	 10.5.9
	 	 [**Redacted**]
	  	 	35	  
	 10.6
	 	 LAUNCH VEHICLE DATA (CLD-1 AND CLD-2)
	  	 	35	  
	 10.7
	 	 INSTRUMENT DATA
	  	 	35	  
	 10.7.1
	 	 Instrument Structural Analysis Data (CID-1)
	  	 	35	  
	 10.7.2
	 	 Instrument Thermal Analysis Data (CID-2)
	  	 	36	  
			
	 11.0
	 	STORAGE AND DELIVERY	  	 	37	  
	 11.1
	 	 GENERAL
	  	 	37	  
	 11.2
	 	 SATELLITE PRE-SHIPMENT STORAGE
	  	 	37	  
	 11.3
	 	 PRE-SHIPMENT RE-TEST
	  	 	37	  
	 11.4
	 	 SATELLITE SHIPPING AND DELIVERY
	  	 	37	  
	 11.5
	 	 SATELLITE LAUNCH SITE STORAGE
	  	 	38	  
			
	 12.0
	 	LAUNCH SUPPORT SERVICES	  	 	39	  
	 12.1
	 	 GENERAL
	  	 	39	  
	 12.2
	 	 REQUIREMENT DEFINITION
	  	 	39	  
	 12.3
	 	 TECHNICAL INTERCHANGE MEETINGS
	  	 	39	  
	 12.4
	 	 FEM AND CLA-TO-DESIGN LOAD COMPARISONS (CDIL
LM-2)
	  	 	39	  
	 12.5
	 	 EXPORT REGULATIONS
	  	 	40	  
	 12.6
	 	 ADAPTER FIT-CHECK
	  	 	40	  
	 12.7
	 	 LAUNCH SITE INFRASTRUCTURE
	  	 	40	  
	 12.8
	 	 LAUNCH SITE OPERATIONS
	  	 	40	  
	 12.9
	 	 FUELING
	  	 	41	  
			
	 13.0
	 	MISSION PREPARATION AND ON-ORBIT COMMISSIONING	  	 	42	  
	 13.1
	 	 TRAINING (CDIL LM-3)
	  	 	42	  
	 13.1.1
	 	 Training Materials
	  	 	42	  
	 13.1.2
	 	 Training Sessions
	  	 	42	  


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 vi 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


							
	 13.2
	 	 COMMAND AND TELEMETRY HANDBOOK (CDIL LM-4)
	  	 	42	  
	 13.3
	 	 BUS SUBSYSTEM CALIBRATION TOOLS (CDIL LM-5)
	  	 	42	  
	 13.4
	 	 DIGITALGLOBE PROCEDURE DEVELOPMENT
SUPPORT
	  	 	42	  
	 13.5
	 	 COMMISSIONING PLAN (CDIL LM-6)
	  	 	42	  
	 13.6
	 	 ANOMALY PREPARATIONS
	  	 	43	  
	 13.7
	 	 SATELLITE COMMISSIONING
	  	 	43	  
	 13.7.1
	 	 Launch and Early Operations (LEOP) Phase
	  	 	43	  
	 13.7.2
	 	 Verification and Calibration (V&C) Phase
	  	 	43	  
	 13.8
	 	 SATELLITE SIMULATOR
	  	 	44	  
	 13.8.1
	 	 Satellite Simulator (CDIL LM-8)
	  	 	44	  
	 13.8.2
	 	 Documentation (CDIL LM-9)
	  	 	44	  
	 13.8.3
	 	 Source Code (CDIL LM-10)
	  	 	45	  
	 13.8.4
	 	 Delivery Schedule
	  	 	45	  
	 13.8.5
	 	 Technical Interchange Meetings and Design Reviews
	  	 	45	  
	 13.9
	 	 MANEUVER PLANNERS
	  	 	45	  
	 13.9.1
	 	 [**Redacted**]
	  	 	45	  
	 13.9.2
	 	 [**Redacted**]
	  	 	45	  
	 13.9.3
	 	 [**Redacted**]
	  	 	45	  
	 13.10
	 	 SOFTWARE TEST BENCH
	  	 	46	  
	 13.11
	 	 GROUND STATIONS
	  	 	46	  
	 13.12
	 	 TELEMETRY PACKET CREATION AND MAPPING
TOOLS (CDIL LM-15)
	  	 	46	  
	 13.13
	 	 TELEMETRY MONITOR AND RESPONSE (CDIL LM-16)
	  	 	46	  
			
	 14.0
	 	COMMUNICATIONS FLEXIBILITY AND TT&C DEFINITION	  	 	46	  
			
	 15.0
	 	FACILITIES	  	 	46	  
		
	 ATTACHMENT 1     CONTRACT DATA ITEMS LIST
	  	 	1	  
		
	 ATTACHMENT 2     CUSTOMER FURNISHED EQUIPMENT LIST
	  	 	1	  


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 vii 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 1.0     INTRODUCTION 
 This Statement of Work defines those tasks to be performed by BATC, the Space Segment Integrator, in defining; designing, producing, testing, verifying, and preparing for launch; the DigitalGlobe
WorldView 3 Satellite. BATC has the overall responsibility for Satellite performance, as defined in the WV3 Satellite Specification, provided the DG-furnished Instrument meets its interfaces and specifications as defined in Paragraph 2.2. Within
this role, BATC has the responsibility to work with DigitalGlobe to define requirements, allocate budgets, analyze performance, execute trade studies, interact with other vendors, define configurations(s), conform to existing Instrument interfaces,
assess and mitigate risks, prepare various programmatic documentation, and interact with all participating organizations via meetings, teleconferences, and reviews as defined herein. 
 BATC shall provide integrating services as defined herein and the hardware and software, exclusive of Customer Furnished Equipment, that comprise the WV3 Satellite. 

This document also defines the scope of work required from DigitalGlobe and associated subcontractors in order for BATC to execute this contract
successfully. 
 Associate contractors under contract to DigitalGlobe shall provide the Instrument and Launch services. However, BATC shall
fully support defining, documenting, and verifying Satellite(s) to LV and MGB interfaces and integration procedures. BATC shall insure that the Satellite will withstand all launch environments. 

1.1 Definitions 
 Agreement: Satellite
Purchase Agreement #60150 by and between DigitalGlobe, Inc. and Ball Aerospace and Technologies Corp., dated August 27, 2010, as amended. 

Authorization to Proceed (ATP): Effective date of work commencement per the Agreement. 
 Satellite: The complete space-borne infrastructure required to perform the mission of providing radiometrically and geometrically correct imagery of the Earth. The Satellite consists of the Instrument and
the Spacecraft Bus. 
 [**Redacted**] 
 [**Redacted**] 
 [**Redacted**]. 

Instrument: The Instrument is that part of the Satellite that collects light photons using appropriate mirrors and structure, [**Redacted**]. It
also may be designated the Electro-Optical Assembly (EOA). The instrument includes its own thermal control system. However, the instrument focus mechanism depends upon drive electronics to be provided by BATC per this Statement of Work. Also, the
instrument stimulation lamp depends upon drive electronics to be provided by BATC per this Statement of Work. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 1 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 Telescope: That part of the Instrument that collects and focuses light onto a focal plane.
[**Redacted**]. It also may be designated the Optical Telescope Unit (OTU). 
 Sensor Subsystem (SSS): That part of the Instrument that
[**Redacted**], and digitizes [**Redacted**] those signals. 
 [**Redacted**]. 

Solid State Recorder: The subsystem that accepts digital data from the SSS and Ancillary Data from the spacecraft bus, provides storage,
[**Redacted**], and outputs that data to the wideband transmitter(s). 
 Spacecraft Bus: The Bus is that part of the Satellite that
provides the support infrastructure so the Instrument can function. 
 [**Redacted**]. 

MGB: “MGB” is a meaningless three letter designation for an additional subsystem being installed on the WV3 satellite. The MGB subsystem
consists of three components. The first is a Sensor Unit (SU) which will attach to the aperture end of the OBA. The second is the Interface Adaptor Unit (IAU) which will mount to the spacecraft bus. The third is an inter-connect cable which connects
the first two units. 
 Initial Acceptance: Occurs upon successful completion of the Satellite Pre-Ship Review as defined in paragraph 4.5.3.2.d

 Final Acceptance: Occurs following satellite fueling operations and completion of the Satellite Launch Readiness Review as defined in
paragraph 4.5.3.2.e 
 Transfer of Title: Occurs as defined in the Satellite Purchase Agreement paragraph 8. 

1.2 Program Overview 
 Under this Scope
of Work, DigitalGlobe will procure one satellite to support the EnhancedView program and future commercial operations. DigitalGlobe shall provide the Instrument as Customer Furnished Equipment via a procurement contract with ITT. DigitalGlobe shall
provide the “MGB” subsystem. As on the WV2 program, BATC shall deliver a WorldView 2 like stimulation lamp that will be incorporated into the ITT provided instrument. BATC shall also incorporate into the Bus, an instrument focus mechanism
electronics capability. 
 DigitalGlobe shall provide the Launch Services via a procurement contract with Lockheed Martin-Commercial Launch
Services. Lockheed Martin-Commercial Launch Services has in-turn subcontracted with United Launch Alliance to provide the Atlas V launch vehicle and associated launch services. BATC can assume an Atlas V launch vehicle and a launch from Vandenberg
Air Force Base. BATC shall assume satellite processing at Vandenberg AFB will occur in either the Astrotech Payload Processing facility or the Spaceport Systems International Processing Facility. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 2 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 2.0     DOCUMENTS 
 2.1 Applicable Documents 
 This Statement-of-Work identifies applicable documents. These
documents provide detailed requirements regarding Satellite performance, interfaces, and/or standardized design, fabrication, and testing processes/procedures. BATC and DigitalGlobe will perform the defined work according to these standardized
processes/procedures such that the delivered products meet the performance and ICD requirements. 
 In the event of any conflict between these
documents, the following order of precedence shall prevail: a) Agreement Terms & Conditions; b) Statement of Work; c) Satellite Specification; d) Other Applicable documents. 

 
  

					
	 DigitalGlobe Produced or Provided Documents
	  	
	 WV3 Satellite Specification
	  	[**Redacted**]	  	
	 WV3 Spacecraft Simulator Specification
	  	[**Redacted**]	  	
	 WV3 Command & Telemetry Handbook Specification
	  	[**Redacted**]	  	
	 WV3 Maneuver Planner Specification
	  	[**Redacted**]	  	
	 MGB Data Protection Plan for BATC
	  	[**Redacted**]	  	
	 Stim Lamp and Stim Lamp Electronics Specification
	  	[**Redacted**]	  	
	 [**Redacted**] Focus Mechanism Electronics Specification
	  	[**Redacted**]	  	
	 Star Tracker Simulation Specification
	  	[**Redacted**]	  	
	 IRU Simulator Specification
	  	[**Redacted**]	  	
	 SSR to DPU Cable Design and Build Documentation
	  	[**Redacted**]	  	
	 [**Redacted**]
	  	[**Redacted**]	  	
			
	 BATC Produced Documents
	  		  	
	 BATC Product Assurance Plan
	  		  	[**Redacted**]
	 BATC Supplier Product Assurance Plan
	  		  	[**Redacted**]
	 [**Redacted**]
	  		  	[**Redacted**]
	 WV-3 CDM Plan Addendum
	  		  	[**Redacted**]


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 3 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


					
	 Associated Contractor Produced Documents
	  		  	
	 Astrotech Vandenberg Facility Accommodations Manual
	  		  	[**Redacted**]
	 Spaceport Systems International, Vandenberg Facility Payload Facility Handbook
	  		  	[**Redacted**]
	 Atlas V Launch Services User’s Guide
	  		  	[**Redacted**]


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 4 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 2.2 Reference Documents 
 The following documents provide the baseline instrument definition. DigitalGlobe shall provide an instrument that is compliant with these documents. 

 

					
	 DigitalGlobe Produced or Provided Documents
	  		  	
			
	 Instrument Specification
	  		  	[**Redacted**]
			
	 Instrument Finite Element Model
	  		  	[**Redacted**]


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 5 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 3.0     CONTRACT DELIVERABLES 

3.1 Deliverable Items 
  

	 	a.	WV3 Satellite: Initial Acceptance: [**Redacted**]. Final Acceptance: [**Redacted**]. Delivery shall be adjusted for Excusable Delay or failure of customer
to [**Redacted**] to the extent that these delays affect the Delivery Date. 

  

	 	b.	WV3 Satellite Simulator 

 Initial release: [**Redacted**] 
 Simulator Delivery 2:
[**Redacted**] 
 Simulator Delivery 3: [**Redacted**] 

Simulator Delivery 4: [**Redacted**] 

Functional and performance signoff: [**Redacted**] 

On orbit performance/tuning update: [**Redacted**] 

 

	 	c.	[**Redacted**] 

  

	 	d.	[**Redacted**] 

  

	 	e.	[**Redacted**] 

  

	 	f.	[**Redacted**] 

  

	 	g.	[**Redacted**] 

  

	 	h.	[**Redacted**]. 

  

	 	i.	[**Redacted**]. 

  

	 	j.	[**Redacted**]. 

  

	 	k.	[**Redacted**]. 

  

	 	l.	[**Redacted**]. 

  

	 	m.	[**Redacted**]. 

  

	 	n.	[**Redacted**]. 

  

	 	o.	[**Redacted**]. 

  

	 	p.	[**Redacted**]. 

  

	 	q.	[**Redacted**]. 

  

	 	r.	[**Redacted**]. 

  

	 	s.	[**Redacted**]. 


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 6 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 3.2 Deliverable Data 
 Reference Attachment 1: Contractor Data Items List (CDIL) 
 3.3 Deliverable Services

  

	 	a.	Storage and Delivery (Section 11.0) 


	 	b.	Launch Support (Section 12.0) 


	 	c.	Mission, Commissioning, & Readiness Support (Section 13.0) 


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 7 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 4.0     PROGRAM MANAGEMENT 

4.1 Program Philosophy 
 Emphasis
throughout all phases and functions of the project shall be to produce a reliable Satellite that meets the performance requirements on the contracted schedule. [**Redacted**]. 
 4.2 BATC Organization (CDIL PM-1) 
 A dedicated Program Manager shall be appointed by BATC
prior to the start of the contract. The Program Manager shall lead all of the Contractor’s activities under the contract. 
 A diagram
illustrating the Program Management Structure shall be provided to DigitalGlobe. (CDIL PM-1) This diagram(s) shall indicate job titles and names of the program management team. 
 The Program Manager shall coordinate changes to contract conditions, price, timescale, deliverables, services or performance levels, unless a specific alternate has been appointed to deal with any of
these matters. All changes to the contract documents shall require the written agreement of BATC contracts representative. 
 BATC shall also
appoint a different and dedicated individual to be a single point of contact for each of the following: 
  

	 	a.	Program technical management (Satellite System Engineer) 

  

	 	b.	Instrument System Engineer 

  

	 	c.	Project Engineer Quality Assurance (PEQA) 

  

	 	d.	Program Integration and Test management 

  

	 	e.	[**Redacted**] 

  

	 	f.	[**Redacted**] 

 BATC shall appoint a
different individual to be a single point of contact for each of the following: 
  

	 	g.	Various Bus Subsystem Lead Engineers 

  

	 	h.	Launch Vehicle Integration Engineer 

  

	 	i.	Program Contract Management 

 These individuals
are key personnel and, if performing well, should remain unchanged for the duration of the program. 
 BATC shall appoint a Satellite Simulator
Project Lead. This individual will be the technical lead for the Satellite Simulator development effort and will be responsible for meeting its technical and schedule guidelines established herein. 

4.3 DigitalGlobe Management 

DigitalGlobe will appoint a Program Manager who as an individual shall act as DigitalGlobe’s primary point of contact on all program management
matters. As required, according to the activity and phase of the contract, the Program Manager will nominate specific individuals to interface directly with BATC. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 8 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 The DigitalGlobe Program Manager shall coordinate changes to contract conditions, price, timescale,
deliverables, services or performance levels, unless a specific alternate has been appointed to deal with any of these matters. All changes to the contract documents shall require the written agreement of the DigitalGlobe contracts representative.

 DigitalGlobe will also appoint a responsible individual(s) to be a single point of contact for each of the following. 

[**Redacted**] 
 BATC
shall permit direct engineering interactions between these DG individuals and their BATC counterparts. 
 4.4 Space Segment Master Program
Schedule (MPS) (CDIL PM-2) 
 BATC shall develop maintain, and provide a Master Program Schedule (MPS) for the entire program including
hardware, software, analyses, data item deliverables, and subcontractor activities for all phases of the program including design, integration, test, and shipment through final acceptance. 
 4.4.1 General 
 The MPS shall consist of a computer supported dependency network, each
element of which shall represent a single program event. Each event shall be attributed a start and finish date. The network must clearly show the interdependency in terms of both time and function amongst the events. 

The MPS shall be the major management tool for planning, monitoring and controlling the program, in terms of: 

 

	 	a.	Planning the program, monitoring progress, documenting actual activity accomplishment and actual durations. 


 

	 	b.	Predicting future progress. 

  

	 	c.	Identification of significant milestones e.g. review meeting. 

  

	 	d.	Identification of the time critical path. 

  

	 	e.	Reflecting actual progress and changes relative to baseline plan. 

 4.4.2 Required Software 
 The Contractor shall create and maintain the network using
Microsoft Project (Version 2003). Schedules of a detailed nature shall be provided electronically on a monthly basis. A hardcopy shall also be provided on request. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 9 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 4.4.3 MPS Construction 
 4.4.3.1 Content 
 The network shall be constructed against the following major
classifications: 
  

	 	a.	Deliverable hardware down to component level 

  

	 	b.	Software development activities 

  

	 	c.	Facilities required to support the production of any of the deliverables 

  

	 	d.	Other events/items required to support the production of the deliverables or services. e.g. test aids, test software prototypes, etc. 


 

	 	e.	Customer Furnished Equipment required from DigitalGlobe 

 Individual items in each class shall be considered to consist of a number of generic events. These events shall typically consist of such activities as: 

 

	 	a.	Plan 

  

	 	b.	Design & develop 

  

	 	c.	Manufacture 

  

	 	d.	Assemble 

  

	 	e.	Integrate 

  

	 	f.	Test 

  

	 	g.	Deliver 

  

	 	h.	Reviews 

 However steps may be omitted or added
given unit specific circumstances. 
 4.4.3.2 Unique Identifiers 
 The MPS shall include a unique identifying number for each task. This will more easily allow DigitalGlobe to combine certain tasks into a DigitalGlobe Master Schedule. Unique identifiers will not be
deleted, reused, or re-assigned to other tasks. 
 4.4.4 Reports 
 The MPS shall be capable of generating a number of different types of reports upon demand. All events and milestones shall be coded to permit a variety of sort options to be exercised without program
modification. Both GANTT and network form shall be supported. 
 4.5 Meetings & Reviews 

BATC shall support the meetings and reviews listed in the following paragraphs. 
 4.5.1 Weekly Status Meeting 
 BATC Program Manager shall support a weekly meeting/telecon
with the DigitalGlobe Program Manager to review program status including schedule, technical, risk register, action item list, and subcontracts. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 10 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 4.5.2 Monthly Program Status Review 
 BATC Program Manager shall support a monthly Program Status Review with DigitalGlobe. 
 4.5.3
Program Reviews 
 4.5.3.1 List of Formal Reviews 
 BATC will host and conduct formal reviews at the following program milestones. BATC shall prepare charts, viewgraphs, analysis results, trade study results, etc. in the quantity and quality typical of
aerospace industries reviews. 
  

	 	a.	Satellite Requirements Review (SRR) (CDIL D-34) ) Only changes between WV2 and WV3 must be reviewed. 


 

	 	b.	Delta—Preliminary Design Review (PDR) (CDIL D-30) Only changes between WV2 and WV3 must be reviewed. 


 

	 	c.	Delta-Critical Design Review (CDR) (CDIL D-31) Only changes between WV2 and WV3 must be reviewed. 


 

	 	d.	Spacecraft Bus Complete/Instrument Integration Readiness Review (IRR) (CDIL – PT-8) 


 

	 	e.	Satellite Environmental Testing Readiness Review (CDIL – PT-9) 

  

	 	f.	Satellite Pre-Ship Review (CDIL PT-10) 

  

	 	g.	Launch Readiness Review (CDIL LM-14) 

  

	 	h.	[**Redacted**] 

  

	 	i.	[**Redacted**] 

  

	 	j.	[**Redacted**] 

  

	 	k.	[**Redacted**] 

  

	 	l.	[**Redacted**] 

 4.5.3.2 Content of
Reviews 
  

	 	A.	PDR and CDR: BATC shall conduct “delta” reviews. These reviews will document the design changes between WV2 and WV3. These design reviews (PDR and CDR) shall
include information and documentation typical of aerospace industry reviews, such as: 

  

	 	1.	Satellite mechanical configuration including stowed and deployed views 

  

	 	2.	Satellite mechanical configuration including [**Redacted**] 

  

	 	3.	Satellite electrical/electronic design, including system block diagram and redundancy scheme 


 

	 	4.	Satellite software design 

  

	 	5.	Satellite Operating Modes 

  

	 	6.	Satellite Fault Detection and Safing 


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 11 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


	 	7.	Satellite Budgets and Margins 

  

	 	A.	Performance relative to specifications 

  

	 	B.	Mass 

  

	 	C.	Power 

  

	 	D.	Thermal 

  

	 	E.	Consumables 

  

	 	F.	Attitude control: stability, pointing and knowledge 

  

	 	G.	RF links 

  

	 	H.	Satellite resources: relays, telemetry stream, CPU throughput, processor memory 


 

	 	I.	MTF 

  

	 	J.	Reliability: Ps, critical items list, cycle-limited items, FMECA 

  

	 	B.	Spacecraft Bus Complete/Instrument Integration Readiness Review: BATC shall host this review. The purpose is to ensure the readiness to begin Instrument integration.
This review will cover information including: 

  

	 	1.	Instrument Integration procedure and hardware status 

  

	 	2.	Status of all Certification Logs for all Ball built hardware that will be integrated to the Bus. Ball shall provide rationale and recovery plan for all certification
logs that are open, even though the hardware is complete and ready for integration. 

  

	 	3.	TAR and HAR status from the Bus Integration and Test phase 

  

	 	4.	Test Team Personnel status, certifications, and time-sharing with other programs 


 

	 	5.	Facility status 

  

	 	6.	Satellite configuration review 

  

	 	7.	Other issues that may impact the timely and successful completion of Instrument integration. 


 

	 	8.	The Spacecraft Bus shall be deemed complete and ready for Instrument integration when: 


 

	 	a.	[**Redacted**].  


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 12 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


	 	C.	Satellite Environmental Testing Readiness Review: BATC shall host this review. The purpose is to ensure the readiness to begin satellite level environmental testing
which includes but is not limited to: TVAC, EMI/EMC, Vibration, Shock, and Acoustic. This review will cover information including: 

 [**Redacted**]  
  

	 	D.	Satellite Pre-Ship Review: BATC shall host this review. The purpose is to ensure the readiness to ship the satellite to the launch site. This review shall be held after
completion of all significant testing and all post-test reviews. The purpose shall be to review the results of the entire Integration & Test program, and demonstrate compliance to the satellite specification, and provide for satellite
preliminary acceptance. 

 The Pre-ship Review shall be deemed satisfactory and the satellite preliminary
acceptance by DigitalGlobe complete when the: 
 [**Redacted**] 

 

	 	E.	Satellite Launch Readiness Review: BATC shall conduct a Satellite Launch Readiness Review (SLRR) on or about [**Redacted**]. (Note, the Launch Services Provider,
Lockheed Martin/ULA also has a review called the Launch Readiness Review. However, that review encompasses the satellite, launch vehicle, weather, and range support.) This SOW paragraph is only concerned with the readiness to launch the satellite.
BATC shall review the results of the launch site Integration & Test activities, review any updates to the Verification Matrix, and provide for satellite final acceptance. 


The SLRR shall be deemed satisfactory and the satellite final acceptance by DigitalGlobe complete when the: 

[**Redacted**] 
 [**Redacted**] 
 4.5.4 Component/Subsystem Design Review Listing (CDIL PM-3)

 BATC shall prepare a summary listing of all planned component (box level) and subsystem design reviews. This listing shall include BATC
and vendor provided hardware, and BATC provided software including the satellite simulator and maneuver planner software. This listing shall define the meeting format and required attendance. BATC shall provide a minimum of 10 days advance notice to
DigitalGlobe for the following major reviews: 
 [**Redacted**] 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 13 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 DigitalGlobe attendance and participation, including support consultants, shall be allowed, but not
required at all reviews. The review activity will not be repeated if DigitalGlobe fails to attend. 
 4.5.5 Component/Subsystem Test
Readiness / Data Review Listing (CDIL PM-4) 
 BATC shall prepare a summary listing of all planned component (box level) and subsystem
qualification and acceptance test reviews. This listing shall include BATC provided and vendor provided hardware, and BATC provided software. This listing shall define the meeting format and required attendance. BATC shall inform DigitalGlobe of
upcoming reviews in a timely manner. 
 DigitalGlobe attendance and participation shall be allowed, but not required at all reviews. The review
activity will not be repeated if DigitalGlobe fails to attend. 
 4.5.6 DigitalGlobe Meetings 

DigitalGlobe will arrange separate contracts for the: 
  

	 	a.	Launch Vehicle Segment (LV) 

  

	 	b.	Instrument 

  

	 	c.	Launch and Mission insurance 

 A series of
technical interchange and review meetings will be held with these contractors jointly and separately, as required. BATC shall provide representation at these meetings as needed to resolve interface issues. 

In the case of the insurance (c), BATC will provide inputs to formal presentations and support meetings to be held at the DigitalGlobe facility.
DigitalGlobe will be responsible for responses to action items using information made available or provided by BATC during the course of the program. 
 4.6 Documentation Management 
 4.6.1 Access to Program Technical Data 

DigitalGlobe will have access rights to all program technical data that BATC generates and Subcontractor data to which BATC has legal and contractual
rights. Program technical data may include Engineering Reports, drawings, software source code, and other tools used in the development of the spacecraft and analysis of requirements. 
 4.6.2 Objective 
 BATC shall establish a control and monitoring process relating to all
deliverable documentation and other technical and test data for the complete program. The program shall account for the following: 
  

	 	a.	Preparation, review, and formal release as required 

  

	 	b.	Changes 

  

	 	c.	Storage, backup, and retrieval 


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 14 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


	 	d.	Distribution 

  

	 	Note:	BATC shall include the DigitalGlobe Satellite Integration and Test Point-of-Contact on the distribution list of all relevant WV3 Engineering Reports.
(“Relevant” in this clause refers to all ERs containing design information, analyses, test data, etc that affect the performance and/or operations of the satellite. It does not include ERs that contain BATC proprietary cost data.)


  

	 	e.	DigitalGlobe access to all BATC documentation prepared on the project 

  

	 	f.	Long term storage for the purpose of through-life product support 

 As a primary supporting management tool, BATC shall use a secure project server. All data items except memory intensive drawings, test data, production logs, and QA data shall be maintained electronically
on the project server. The project shall use the Microsoft Office software suite for word processing, spreadsheets, presentations, and documentation databases. 
 4.6.3 Documentation Listing (CDIL PM-5) 
 BATC shall develop and maintain a Documentation
Listing that identifies all deliverable reports, analyses, drawings, software items, etc., that are developed on the project. The Documentation Listing shall include a naming convention that uniquely identifies the documents for electronic access
where applicable. The List shall also indicate spacecraft name, a short title/description of the document, subsystem affected, the latest revision number and date, planned completion date, and status information. The List shall indicate those WV1
and WV2 documents that are also applicable to WV3. Document updates are required to reflect content changes. Document updates are not required if the sole purpose is to reflect applicability to WV3. 

4.6.4 Documentation Delivery 
 The
Contractor shall deliver document in native formats, e.g. Microsoft Word, Excel, etc., as opposed to PDF except as noted below. DigitalGlobe will identify the delivery location, such as a Microsoft Office Sharepoint Server (MOSS) internet site, and
provide Contractor with username and password-controlled access. Documents shall be submitted or made available to DigitalGlobe according to the dates indicated in the list provided in Attachment 1. 

In the case of deliverables generated in Microsoft Office, such as Word, Excel, PowerPoint, etc; BATC shall populate the document property fields with
the following minimum information: Title, Subject, Author, and key words. 
 In the case of deliverables that are not generated in MicroSoft
Office, such as BATC drawings, .pdf is acceptable and BATC shall populate the property fields of drawings after they are converted to .pdf format. 
 4.7 Action Item Tracking (CDIL PM-6) 
 BATC shall maintain an Action Item List indicating
all significant action items, including those of BATC as well as those of other organizations that relate to interactions with BATC. The Action Item List will be developed and maintained in a format that allows sorting by subsystem, originating
party, receiving party, originating date, and closing date. BATC shall be responsible for ensuring closure of those items relating to BATC interactions and interfaces. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 15 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 4.8 Financial Management 
 BATC shall define a standard set of formats for reporting program financial payment and billing status and shall submit them on a monthly basis. This shall consist of the following: 

4.8.1 Historical Record of Payments (CDIL PM-7) 
 This shall consist of a record of the individual payments made, updated on a monthly basis. This record shall be cross-referenced to the payment schedule incorporated in the contract. Payments made in
support of contract amendments shall be separately reported and cross-referenced to the payment schedule incorporated in the amendment. 

4.8.2 Payments Forecast (CDIL PM-7) 

This shall consist of a forecast of the future invoices and shall be cross-referenced to the payment schedule incorporated in the contract. Payment
milestone forecasts shall be consistent with program progress reported on the Master Program Schedule. NOTE: Record of Payments and Payment Forecast are delivered as a single CDIL item. 
 4.9 Contract Change Control 
 These are considered to be of three types only: 

 

	 	a.	Contract Amendments 

  

	 	b.	Waivers: A written authorization granted after contract award to accept an item, that during production, or after having been submitted for inspection or acceptance, is
found to depart from contract or specified configuration requirements. Waivers are intended only as one-time departures from an established configuration for specified items or lots and are not intended to be repeatedly used in place of formal
engineering changes. 

  

	 	c.	Deviations: A written authorization, granted after contract award and prior to the manufacture of the item, to depart from a particular performance or design
requirement of a contract, specification, or referenced document, for a specific number of units or a specified period of time. Deviations are intended only as one-time departures from an established configuration for specified items or lots and are
not intended to be repeatedly used in place of formal engineering changes. 

 BATC shall devise a system to control, monitor, and
notify DigitalGlobe of these changes. The control system shall include provision for: 
  

	 	a.	A unique numbering scheme to track the changes through to completion. 

  

	 	b.	Impact upon contract obligation:—price, performance and delivery schedule, with specific identification of the item(s) of hardware, software or documentation
affected. 

  

	 	c.	Notification of timescale for acceptance or rejection for each change, typically 10 business days. 


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 16 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 5.0     DESIGN 
 5.1 General 
 BATC shall perform the necessary trade studies, preliminary design, and
detailed design of the Satellite, exclusive of the Customer Furnished Equipment as defined in Section 10, in accordance with the applicable documents. BATC shall design and procure the Ground Support Equipment necessary to support Satellite
Integration and Test activities, except for items defined in Section 10.0. Design activities shall be featured in the program master schedule. 
 5.2 Working Groups and Trade Studies 
 5.2.1 Working Groups 

5.2.1.1 [**Redacted**] 

[**Redacted**] 
 5.2.2 Trade
Studies 
 [**Redacted**] 
 5.3 Satellite Design Data 
 The satellite shall be designed such that the environmental
design criteria of the Instrument as defined in the documents of paragraph 2.2 are not exceeded, and the structural, electrical, and thermal characteristics, as defined in the documents of paragraph 2.2, of the Instrument are accommodated.

 DigitalGlobe shall provide information required to update the budgets for the Customer Furnished Equipment, consistent with paragraph 2.2.

 5.3.1 Satellite to Instrument Interface Control Document(s) (CDIL D-1) 
 BATC shall produce and maintain the Satellite to Instrument ICD(s). The ICD(s) will address all interface issues including but not limited to: power, commanding, telemetry, mass and mass properties,
mechanical envelope and mounting, thermal, fields-of-view, vibration and jitter isolation/management, and accommodation of bus components on the Instrument. 
 5.3.2 Satellite to Ground Terminal Narrowband Link ICD (CDIL D-2) 
 BATC shall produce and
maintain the Satellite to Ground Station Narrowband Link ICD. This link will address both the command uplink and telemetry downlink. 
 5.3.3
Satellite to Ground Terminal Wideband Link ICD (CDIL D-3) 
 BATC shall produce and maintain the Satellite to Ground Terminal Wideband Link
ICD. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 17 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 5.3.4 Satellite Environmental Design and Test Specification (EDTS) (CDIL D-4) 

BATC shall prepare and maintain the EDTS, or equivalent document defining the component environmental design and test requirements. [Electromagnetic
Interference Design and Testing shall be in accordance with the standards specified in Satellite Specification. 
 5.3.5 Contamination
Control Plan(s) (CDIL D-5) 
 [**Redacted**] 
 5.3.6 Satellite Level Requirements Verification/Compliance Matrix (CDIL D-6) 
 BATC shall
produce a satellite level RVCM. The RVCM will include requirements from the Satellite Specification, [**Redacted**]. BATC shall update/maintain the Satellite RVCM to reflect changes to these parent specifications. DigitalGlobe shall have
review and approval authority over changes to the RVCM. BATC shall include the following information in the RVCM 
  

	 	a.	Source of requirement (Parent specification document and paragraph number, i.e. satellite spec, instrument spec, etc) 


 

	 	b.	Specification paragraph 

  

	 	c.	Paragraph title 

  

	 	d.	Summary description of requirement 

  

	 	e.	Column indicating status of compliance 

  

	 	f.	Summary description of performance 

  

	 	g.	Responsible organization 

  

	 	h.	Verification Point [**Redacted**] 

  

	 	i.	Verification Method [**Redacted**] 

  

	 	j.	Verification Source Document indicating applicable paragraph, test sheet, etc. 


 

	 	k.	Comments, if required. 

  

	 	l.	Other information at BATC’s option 


5.3.7 Box Level Requirements Verification/Compliance Matrix (CDIL D-7) 
 BATC shall flow down requirements from the Satellite Specification to box level requirements. BATC shall develop performance requirements for each box level component on the Satellite excluding CFE. For
this paragraph, “box level component” also includes all components that are not really “box” like. These include but may not be limited to: 
 [**Redacted**] 
 BATC shall use the Box Level RVCM as an input into the box level
performance test procedures. BATC shall demonstrate compliance to the box level RVCM. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 18 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 5.3.8 Drawings (CDIL D-8) 
 A complete file of BATC drawings prepared for the WV3 program, will be maintained on file in electronic and hardcopy form, where appropriate. Electronic transfer to DigitalGlobe will constitute delivery.

 5.3.9 Performance Compliance and Risk Management 
 5.3.9.1 Performance Compliance (CDIL D-9) 
 The contractor shall supply at PDR a
Performance Compliance Matrix identifying the performance estimate, allocated uncertainty (and/or contingency as appropriate) and resulting Total Performance (where Total Performance = performance estimate + uncertainty) for the following list. The
Performance Compliance Matrix shall be updated and provided with each Quarterly Review following the PDR. [**Redacted**]. 

[**Redacted**] 

DigitalGlobe shall provide performance information required to update the budgets for any of the Customer Furnished Equipment, in accordance with the
documents in Paragraph 2.2. 
 5.3.9.2 Risk Management Report (CDIL D-10) 
 BATC and DigitalGlobe shall jointly develop and maintain a Risk Status Report. This report highlights known program risks, assigns risk levels, and documents mitigation strategies and status. BATC shall
supply at PDR an initial Risk Status Report covering the system elements to be provided by this SOW. BATC shall updated the Risk Status Report monthly following the PDR. 
 5.3.10 Subsystem Description Documents (CDIL D-11) 
 BATC shall prepare Subsystem
Description Documents for each satellite subsystem. 
 The Subsystem Description Documents will include as a minimum, unless provided in other
deliverable documents, and referenced in the SDD: 
  

	 	a.	Subsystem Overview including a detailed block diagram 

  

	 	b.	Functionality and major performance characteristics of each Subsystem Component 


 

	 	c.	Redundancy 


[**Redacted**] 
  

	 	d.	[**Redacted**] 

  

	 	e.	[**Redacted**] 

  

	 	f.	[**Redacted**] 

  

	 	g.	Subsystem schematic including power, power returns, commands, and telemetry. This schematic shall be updated to reflect Engineering Change Orders.


  

	 	h.	Expected nominal operating methods and telemetry limits 

 [**Redacted**] 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 19 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


	 	i.	Operational constraints 


[**Redacted**] 
  

	 	j.	Fault Protection 


[**Redacted**] 
  

	 	k.	Interfaces between subsystem components 

  

	 	l.	Major interfaces with other subsystems 

 The
Subsystem Description Documents shall be delivered at CDR + 4 months. If changes require an update to the document, those updates shall be provided at approximately Launch – 4 months and again at Launch + 4 months. The subsystem schematic (item
e.) shall be updated as required throughout the program to reflect Engineering Change Orders. 
 5.3.11 bbAnalysis and reports

 BATC shall perform the following analyses. Updates shall be provided when changes significantly invalidate previous results. 

 

	 	a.	(1) Integrated Spacecraft Bus/Instrument thermal analyses, including summary of temperature predictions for unit level components under various operational modes. and
(2) unit-level thermal analysis [**Redacted**]. (CDIL D-12) 

  

	 	b.	Integrated Spacecraft Bus/Instrument structural analysis including [**Redacted**]. (CDIL D-13) 


 

	 	c.	Control system analysis including [**Redacted**]. (CDIL D-14) 


 

	 	d.	System Level Failure Modes and Effects and Criticality Analysis (FMECA). [**Redacted**]. (CDIL D-15) 


 

	 	e.	Satellite Reliability Analysis. BATC shall calculate satellite reliability using its standard process. [**Redacted**].  


	 	 	(CDIL D-16) 

  

	 	f.	Satellite Life Prediction Data. DigitalGlobe needs to continually assess expected satellite life based upon actual on-orbit operational parameters. BATC shall provide
all backup data used by BATC for sizing and life predictions. BATC does not need to produce a life expectancy analysis. DigitalGlobe will use the provided data and make our own Life Prediction. BATC can provide the life prediction data in one
summary package, or in other CDILs. 

  

	 	g.	Flight Battery Life Prediction Analysis. BATC shall produce a life expectancy analysis for the satellite battery. The battery life prediction shall account for ground
handling and will include a family of curves based upon pertinent on-orbit variables including but not necessarily limited to temperature and depth-of-discharge. (CDIL D-35) 


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 20 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


	 	h.	Satellite Imaging Performance (CDIL D-17) 

 BATC shall perform a comprehensive analysis regarding imaging performance. This is a comprehensive look at the numerous subsystem and trans-subsystem performance measures that affect imaging. The list
includes but is not limited to: 
 [**Redacted**] 
 5.3.12 Other Interface Control Documents 
 BATC shall provide inputs, review, and verify
BATC side of the following ICDs. 
  

	 	a.	Satellite to Launch Vehicle ICD 

 In the event
the ICDs require revision, the changes will be discussed between the affected parties to determine the most cost and schedule efficient manner to implement the change. If applicable, any impact will be covered under changes provision of the
Contract. 
 5.3.13 Critical Items list (CDIL D-18) 
 BATC shall maintain a Critical Items List summarizing all known single point failures on the Satellite and any special efforts required to mitigate risk associated with them. It shall also contain any
items requiring special handling due to a high potential of damage, mission criticality, or safety concerns. 
 5.3.14 Component Heritage
Summary (CDIL D-19) 
 The Component Heritage Summary will consist of a listing of all Satellite units by subsystem summarizing: 

 

	 	a.	Unit name 

  

	 	b.	Development / qualification history (e.g. engineering model, qual, protoflight) 


 

	 	c.	Previous flight heritage 

  

	 	d.	Modifications to previous uses 

  

	 	e.	Any significant known anomalies on flight units 


5.3.15 Engineering Reports (CDIL D-20) 

A complete file of all relevant Engineering Reports prepared on the WV3 program funding shall be maintained on file in electronic and hardcopy form where
appropriate. Electronic transfer to DigitalGlobe will constitute delivery and shall occur within 5 business days of the ER release date. ERs delivered as a separate CDIL do not need to be delivered twice – once per this paragraph and again per
the relevant CDIL paragraph. Those ERs need only be delivered once per the relevant CDIL paragraph. 
 (“Relevant” in this clause
refers to all ERs containing design information, analyses, test data, etc that affect the performance and/or operations of the satellite. It does not include ERs that contain BATC proprietary cost data.) 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 21 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 5.3.16 Flight Software Source Code (CDIL D-21) 

Per the terms of the software license agreement set forth in the Agreement, BATC shall grant to DigitalGlobe a limited license to use the flight software
code. A copy of the flight software code, as identified below, shall be provided to DigitalGlobe on suitable media. Other elements of the software, as identified below, shall be placed in escrow per the Agreement. 

[**Redacted**] 

For units that are subcontracted by BATC, software and firmware shall be delivered if delivered to BATC and BATC has the right to deliver it to
DigitalGlobe. 
 5.3.17 Composite Grounding Design (CDIL D-22) 
 [**Redacted**] 
 5.3.18 Structural, Power, Thermal, and Reliability Analytical
Models (CDIL D-23) 
 BATC shall provide the analytical models used to predict the integrated spacecraft and instrument Structural
[**Redacted**], Power, and Thermal performance. 
 Satellite thermal performance modeling shall use the instrument thermal model provided
by ITT. BATC shall use the integrated Satellite model to: 
  

	 	a.	Verify thermal interface requirements documented in the Spacecraft Bus to Instrument ICD are being met. Although BATC shall not be held contractually responsible for
non-compliances on the ITT side of the interfaces, any such non-compliances revealed by Satellite thermal modeling shall be reported to DigitalGlobe. 

  

	 	b.	Verify the Bus meets all of its requirements when modeled as a complete Satellite, for example unit temperatures and line of sight stability. BATC shall deliver line of
sight motion vs. time profiles to DigitalGlobe (for incorporation into system geolocation budgets). 

  

	 	c.	Develop predicted temperature vs. time profiles of key instrument nodes as coordinated with ITT through the established ICD process. BATC shall deliver these
temperature profiles to DigitalGlobe and forward a copy to ITT (so that ITT can verify the instrument meets its requirements). 


BATC shall also provide the spacecraft bus reliability model down to the component and/or card level. Electronic transfer to DigitalGlobe will constitute
delivery. 
 5.3.19 Coordinate Transformation Document (CDIL D-24) 
 BATC shall provide the documentation of all coordinate reference frames used in the satellite system including their reference points within the spacecraft. Nominal values for all transformations shall be
provided. Reference frames requiring on-orbit calibration shall be noted. The document shall be updated with best-estimates from pre-launch calibrations and measurements. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 22 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 5.3.20 Flight Software Users Manual (CDIL D-25) 

BATC shall provide documentation of the flight software to include flowchart of routines/modules, structure and calling sequences, commands, telemetry,
database constants and uploadable parameters, address tables, and log file definitions and locations. 
 5.3.21 Component Acceptance Data
Package (CDIL D-26) 
 BATC shall provide or make available data acceptance packages for all major components. 

5.3.22 [**Redacted**] 

[**Redacted**] 
 5.3.23
Instrument/Sensor Boresight Stability Data (CDIL D-28) 
 [**Redacted**] 

5.3.24 Position and Attitude Accuracy (CDIL D-29) 
 BATC shall provide detailed analysis and test data showing compliance with position and attitude accuracy requirements. 
 5.3.25 Satellite to MGB Interface Control Document(s) (CDIL D-32) 
 BATC shall produce and
maintain the Satellite to MGB ICD(s). The ICD will address all interface issues including but not limited to: power, commanding, telemetry, mass and mass properties, mechanical envelope and mounting, thermal, fields-of-view, vibration and jitter
isolation/management. 
 5.3.26 DigitalGlobe to BATC Electrical GSE Interface Control Document (CDIL D-33) 

BATC shall produce and maintain an ICD for the STOC-to-NarrowBand Rack interface. This includes but is not limited to: grounding, commanding, telemetry,
data formats, etc. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 23 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 6.0     PRODUCT ASSURANCE 

6.1 Product Assurance Plan 
 The
Contractor and its subcontractors shall have an established quality control system that meets the requirements of BATC’s Product Assurance Plan and BATC’s Supplier Product Assurance Plan 

6.2 BATC Parts Control Board (PCB) 
 The
Parts Control Board (PCB) shall be constructed as follows: A PCB will be established. The responsibility of this PCB is to ensure each EEE part was evaluated for performance relative to the requirements. With the exception of System Safety, the PCB
will also be used as the forum to discuss other Systems Assurance/Product Assurance issues i.e., Materials and Processes, Reliability, etc. The PCB is responsible for the review and disposition of any noncompliance with BATC’s Product Assurance
Plan. 
 The PCB consists of: 
  

	 	a.	BATC Product Assurance Manager (Chairman) 

  

	 	b.	BATC WV3 Product Assurance Specialist or designated alternate 

  

	 	c.	Designated technical specialist from the hardware/software product team as needed 


 

	 	d.	Other necessary disciplines as needed 

  

	 	e.	DigitalGlobe Designated Representative(s). (The DigitalGlobe member is a non-voting adjunct member). 


6.2.1 Subcontractor Parts Control Board (PCB) 
 Subcontractor PCBs shall be established as necessary to implement BATC’s supplied Product Assurance Plan. It is BATC’s responsibility to verify compliance. 

6.2.2 PCB Process 
 Upon identification
of a need for a PCB, BATC shall document relevant information in a System Engineering Report (SER) and obtain approval (signatures) from the PCB members. DigtalGlobe shall have PCB approval authority or waiver authority for non-compliances listed in
the Specification Addendum, otherwise BATC shall notify DigitalGlobe. The SER shall be released to DigitalGlobe under CDIL D-20 within 5 working days of PCB approval. Any PCB discussions prior to release of the SER may be informal and in most cases
shall be delivered to DigitalGlobe electronically via e-mail. 
 Minimal BATC PCB approval/disposition signatures include BATC PAM and BATC
WorldView Product Assurance Specialist or his designated alternate. Once the PCB approves a part, the Parts Engineer will indicate approval on the Advanced or Program Parts List (A/PPL). 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 24 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 6.3 Parts and Materials 
 6.3.1 Electrical, Electronic, and Electro-mechanical Parts (EEE) Parts Listing (CDIL QA-1) 

BATC shall prepare, maintain, and deliver a EEE Parts Listing for all satellite hardware except for Customer Furnished Equipment. This listing shall
identify all EEE parts intended to be used by BATC and its vendors. For each part, the following minimum information shall be identified: manufacturer, description, lot date code. Parts shall be qualified as compared to BATC product assurance
criteria and the Satellite Specification and the Satellite Specification Addendum. BATC’s internal process and format for EEE Parts Listing may be utilized. 
 The Parts List shall be maintained and reviewed by BATC as necessary, but minimally it shall be updated and provided to DigitalGlobe at the following: 

 

	 	a.	Prior to manufacturing for each box/component. At this phase, it is acknowledged by DigitalGlobe and BATC that the list may be incomplete due to part shortages.


  

	 	b.	Prior to box/component level Test Readiness Review 

  

	 	c.	Prior to the integration of any box/component onto the Bus. 

 6.3.2 Material and Processes Reports (CDIL QA-2) 
 BATC shall prepare and deliver reports
documenting their approval of all materials and processes planned for use on the Bus. 
 6.4 As-Built Configuration and Conformance

 6.4.1 As-Built Configured Article List (CDIL QA-3) 
 The as-built configured article status shall be maintained throughout the production program in the certification logs and production orders. At the conclusion of integration, the information shall be
used to generate the preliminary As-built Configured Article List. After test and modification (if any) the List shall be finalized and presented. 
 6.4.2 Certificate of Conformance (CDIL QA-4) 
 A Certificate of Conformance shall be
generated and signed off by Product Assurance and Program Management. It details the conformance (and exceptions) to the SOWs, specifications and other contractual documents for the delivered article. This Certificate of Conformance shall be
delivered to DigitalGlobe at the Launch Readiness Review. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 25 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 6.5 Product Assurance Reviews (CDIL QA-5) 

The plan shall include a program for the periodic audit of portions of the Contractor’s Product Assurance System in each of the below activity areas
to confirm conformance to the requirements. BATC shall inform DigitalGlobe of the audit results. 
  

	 	a.	Reliability 

  

	 	b.	Parts Procurement 

  

	 	c.	Materials and Processes 

  

	 	d.	Non-Conforming Material Control 

  

	 	e.	Configuration Management 

  

	 	f.	Safety 

 6.6 Documentation 

Documents shall be submitted or made available to DigitalGlobe as indicated in the list provided in Attachment 1. 

6.7 Known Non-Compliant Hardware 

[**Redacted**] 
 6.8 Military
Standard 461 
 [**Redacted**] 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 26 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 7.0     PROCUREMENT 
 7.1 General 
 BATC shall be responsible for the work associated with the procurement of all
material and subcontracts required to provide the deliverable items, except for the CFE items identified in Section 10.0. BATC shall procure according to the CSO Supplier Product Assurance Plan. Procurement activities shall be featured in the
program master schedule. 
 7.2 Make/Buy Plans (CDIL PT-1) 
 BATC shall identify Make/Buy plans for all Satellite components. 
 7.3 [**Redacted**]

 [**Redacted**] 

7.4 Reviews 
 A series of reviews shall
be established with each subcontractor. A schedule of these reviews shall be included in the Review Listings required by paragraph 4.5.3. The reviews will generally be held at the vendor and DigitalGlobe personnel may attend, at their option.

 7.5 Program Subcontract Status Report (PSSR) (CDIL PT-2) 
 BATC shall prepare a Program Subcontract Status Report (PSSR) for the program. The PSSR will contain critical status information on each major subcontract (larger than $1M) relative to: 

 

	 	•	 	 Design & development 


  

	 	•	 	 Procurement and Production 


  

	 	•	 	 Assembly 


  

	 	•	 	 Integration 


  

	 	•	 	 Test, including any anomalies 


  

	 	•	 	 Delivery schedule 


  

	 	•	 	 Reviews 


 7.6
Documentation 
 Documents shall be submitted or made available to DigitalGlobe as indicated in the list provided in Attachment 1.


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 27 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 7.7 Subcontract Flow-downs 
 7.7.1 Assignment Clause 
 [**Redacted**] 

7.7.2 Access 
 [**Redacted**]


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 28 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 8.0     PRODUCTION ACTIVITIES 

8.1 General 
 BATC shall appoint a
Production engineer responsible for ensuring that BATC’s production capabilities match the requirements of the program. With the support of the Program QA engineer, he shall ensure that the production facilities comply with the Product
Assurance requirements. 
 BATC shall be responsible for the work associated with the production of the deliverable items, except for the CFE
items identified in Section 10.0. BATC shall be responsible for the production activities associated with integrating the CFE items as defined in Section 10. 
 Production activities shall be featured in the program master schedule. 
 8.2 Production
Process 
 BATC shall produce the deliverable hardware according to applicable BATC standardized procedures. As a minimum, standardized BATC
procedures shall be followed for the following topics: 
 [**Redacted**] 

8.3 Access 
 The production manager shall
arrange access for the DigitalGlobe staff to BATC manufacturing areas where manufacturing activities associated with the program are taking place. 
 8.4 Production Documentation 
 Production orders and Certification Logs shall document the
as-built configuration. These logs shall be available on-site for DigitalGlobe review. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 29 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 9.0     INTEGRATION AND TEST ACTIVITIES 

9.1 General 
 For the WV program the
Integration and Test activities fall into four logical categories. 
  

	 	a.	Box level / Subsystem level testing 

  

	 	b.	Bus level integration and testing including integration of the instrument 

  


	 	c.	Satellite level testing 

  

	 	d.	Mission and Launch Rehearsals 

 The Integration
and Test Manager shall be responsible to ensure that BATC’s integration and test capabilities match the requirements of the program 
 BATC
shall accomplish the work associated with a-d above for all BATC supplied hardware/software. BATC shall accomplish the work associated with b-d above for all CFE. 
 9.2 Box/Subsystem Level Testing 
 9.2.1 General 

BATC shall perform all box level testing per environmental design and test specification and the box level Requirements Verification and Compliance
Matrix. 
 9.2.2 [**Redacted**] 
 [**Redacted**] 
 9.3 WV Bus and Satellite Integration and Test Plans (CDIL PT-3)

 BATC shall develop a WV Bus and Satellite Integration and Test Plan (Satellite I&T Plan) for the WV3 satellite. The test plans will
include all I&T activities starting from the installation of the first component on to the bus structure through launch. 
 The WV I&T
Plan(s) shall: 
 [**Redacted**] 
 9.4 Post-Shipment Instrument Testing 
 ITT will perform post-shipment functional testing to
verify the Instrument survived shipment without damage. ITT will provide the necessary test equipment for the Instrument. 
 BATC shall provide:

 [**Redacted**] 
 For schedule purposes the Instrument is not considered delivered to BATC upon arrival at BATC facility. Rather the instrument is considered delivered on the date that the Instrument has completed all
necessary post-shipment testing and is ready and available for BATC to integrate to the telescope/bus. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 30 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 9.5 Supporting Documents 
 BATC shall provide as a minimum the following support documents: 
  

	 	a.	All necessary box level test procedures, integration procedures, and system level test procedures. Each procedure shall include a detailed test description explaining
the “what, how, and why” of each test. 

  

	 	b.	A System Level Test Matrix. The test matrix will identify which System Level Test procedures or portions of those procedures will be accomplished at each test phase.
The System Level Test phases include, but are not limited to: 

 [**Redacted**]  

9.6 System Test Reports (CDIL PT-5) 

[**Redacted**] 
 9.6.1 Content

 The report shall include a summary of satellite configuration, test objectives, test results, significant hardware/software anomalies if
any, resolution of significant anomalies, and a copy of all telemetry plots or other post-test data. The cognizant test engineer and the appropriate subsystem engineer(s) shall sign the report. 

9.6.2 Timeliness 
 BATC shall publish the
test reports No Later Than 15 working days after test completion. 
 9.7 Uninterruptible Power Supply (UPS) 

[**Redacted**] 
 9.8
DigitalGlobe Integration and Test Engineering Access 
 9.8.1 On-Site and Visiting Engineers 

BATC shall provide dedicated cubicle space, furniture, high-speed internet access, and phone lines for three resident DigitalGlobe I&T engineers.
These DG on-site engineers will serve as the I&T focal point between DG and BATC. It is anticipated these engineers will be on-site at BATC on a full-time basis. BATC shall provide dedicated cubicle space, furniture, high-speed internet access,
and phone lines for one visiting DigitalGlobe engineer. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 31 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 9.8.2 Access to Live Satellite Telemetry 
 Once power-on bus integration begins, BATC shall provide DG with access to the live satellite telemetry from the cleanroom. DG will provide the necessary hardware to connect the Mission Control Center
(MCC) to BATC GSE. DG will man and operate the DG hardware as necessary to flow the telemetry to the MCC. DigitalGlobe access to telemetry will occur on a non-interference basis to BATC test team. 

9.8.3 Test Observation By Other DG Engineers 
 BATC shall allow other DG satellite and ground system engineers access to the cleanroom to witness satellite testing. BATC is not obligated to coordinate, inform, or schedule testing according to DG
engineer availability. 
 9.8.4 Access to Command and Telemetry Log Files (CDIL PT-6) 

BATC shall deliver an archive of all command and telemetry files from satellite integration and test in an electronic format. BATC shall deliver an update
weekly. Electronic transfer to the DG server shall constitute delivery. BATC shall maintain information about which command and telemetry database was used in delivered files as well as which test procedures were run in each file. 

9.9 Test Reviews 
 The status of the
Satellite shall be reviewed during the test phases of the program. See paragraph 4.5.3.2 for the list of reviews and required content. 

9.10 Optional Testing 
 The following is
a list of optional tests to be performed or supported by BATC. These are tests DigitalGlobe may choose to have BATC perform if the schedule permits. BATC should not show these tests in the baseline schedule. In each case after a test option is
exercised by DigitalGlobe, BATC has 30 calendar days to prepare for the test. BATC shall provide a separate option price prior to the start of I&T for each of these tests. 
 [**Redacted**] 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 32 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 10.0     CUSTOMER FURNISHED EQUIPMENT AND SERVICES 

10.1 General 
 DigitalGlobe has contracts
with vendors other than BATC who are responsible for providing portions of the overall system. DigitalGlobe has the responsibility for monitoring, administering, and verifying performance of those subcontracts. This section defines the items and
support requirements that DigitalGlobe is responsible for securing and providing to BATC via these other subcontractors. This section also defines the equipment that DigitalGlobe is responsible for providing directly. 

The delivery of all items shall be per Attachment 2: Customer Furnished Equipment list. DigitalGlobe will also arrange for the return of loaned
equipment, if required, at no cost to BATC. CFE items shall be featured in the program master schedule. Unless otherwise explicitly provided to the contrary in Attachment 2, title to all equipment identified in this Section 10.0 shall remain in
DigitalGlobe. 
 10.2 Flight Equipment 
 [**Redacted**] 
 10.2.1 [**Redacted**] 

[**Redacted**] 
 10.2.2
[**Redacted**] 
 [**Redacted**] 
 10.2.3 [**Redacted**] 
 [**Redacted**] 

10.2.4 [**Redacted**] 

[**Redacted**] 
 10.2.5
[**Redacted**] 
 [**Redacted**] 
 10.2.6 [**Redacted**] 
 [**Redacted**] 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 33 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 10.2.7 Data Processing Unit (DPU) to Solid State Recorder (SSR) Flight Cables (CFHW-7)

 DigitalGlobe shall provide one set of flight cables plus four spare cables. The four spare cables are matched to the lengths of the flight
cables. All four spare cables shall be flight qualified. Delivery shall support the Instrument integration need date. 
 10.2.8 AUX Payload,
CAVIS-ACI Payload, Image Ancillary Data (IAD) (ACI) to SSR Flight Cables (CFHW-8) 
 DigitalGlobe shall provide one ACI to SSR flight cable
plus one identical spare cable. The spare cable shall be flight qualified. Delivery shall support the integration need date for the AUX payload. 
 10.3 Simulators (CSIM-1) 
 [**Redacted**] 

10.4 Launch Vehicle Interfaces 

10.4.1 Launch Vehicle Interface 

DigitalGlobe shall provide a launch vehicle interface adapter to BATC (CLSE-1). BATC shall use this for a fit check and for a separation test as described
in paragraph 9.3.f. DigitalGlobe shall provide a match drill template to BATC (CLSE-2). 
 10.4.2 Launch Vehicle Separation Connectors
(CLSE-3) 
 DigitalGlobe shall provide the flight satellite/launch vehicle separation connectors. 

10.5 Ground Support Equipment 
 10.5.1
Wideband Link RGT Equipment 
 DigitalGlobe will provide a set of RGT ground equipment for capturing Instrument data in the cleanroom.
Nominally, this will include the following equipment and documentation: 
 [**Redacted**] 

10.5.2 Narrowband Link RGT Equipment (CGSE-5) 
 DigitalGlobe will provide a set of RGT ground equipment for processing the S-band uplink and X-band narrowband downlink in the cleanroom. The capability to bypass the RF sections and operate at a baseband
Satellite interface shall be provided by BATC. This may include elements of the Mission Control Center (MCC) as dictated by the architecture of the ground system. DigitalGlobe shall deliver to BATC operating documentation and interface
details one month prior to delivery. 
 This equipment shall include: [**Redacted**] 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 34 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 10.5.3 Special Test Equipment 
 DigitalGlobe shall provide special WB Link / WB receiver test equipment for WB link development and testing. This will include: 
 [**Redacted**] 
 10.5.4 Mission Control Center (CGSE-11) 

DigitalGlobe will provide portions of the Mission Control Center (MCC) and software as required to support the Satellite Integration and Test Plan, via
data links between the MCC in Longmont, CO and BATC. BATC shall be responsible for work on the Satellite required to resolve problems associated with the Satellite performance and function. All work associated with resolution of DigitalGlobe
provided ground equipment and interfaces shall be at DigitalGlobe expense. 
 10.5.5 [**Redacted**] 

[**Redacted**] 
 10.5.6
[**Redacted**] 
 [**Redacted**] 
 10.5.7 [**Redacted**] 
 [**Redacted**] 

10.5.8 MGB Test Equipment (CGSE-15) 

DigitalGlobe shall provide a signal generator, up-converter, feedhorn, and control computer. 
 10.5.9 [**Redacted**] 
 [**Redacted**] 

10.6 Launch Vehicle Data (CLD-1 and CLD-2) 
 DigitalGlobe shall provide a preliminary and final Coupled Loads Analysis (CLA) to BATC from the Launch Services contractor. 
 10.7 Instrument Data 
 DigitalGlobe shall provide the WV3 instrument data and models, as
specified in Paragraph 2.2, to support satellite level analysis and modeling for the areas listed below. BATC shall be responsible for additional data to support the provisions of this document and the spacecraft specification. 

10.7.1 Instrument Structural Analysis Data (CID-1) 
 DigitalGlobe shall provide the WV3 instrument structural data and model. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 35 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 10.7.2 Instrument Thermal Analysis Data (CID-2) 

DigitalGlobe shall provide WV3 instrument thermal data and model. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 36 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 11.0     STORAGE AND DELIVERY 

11.1 General 
 BATC shall be responsible
for storage, if required, and delivery of the WV3 Satellite in accordance with the following paragraphs. 
 11.2 Satellite Pre-Shipment
Storage 
 In the event that the Satellite is completed prior to the contractually scheduled delivery date, BATC shall provide, at their
cost, suitable environmentally controlled storage including temperature and humidity monitoring and recording. 
 If shipment is delayed due to
BATC beyond the contractually scheduled delivery date and the Satellite is complete, and such delay by BATC has caused a loss of available launch opportunity, the Satellite shall be placed in storage at BATC’s expense. 

If shipment is delayed due to DigitalGlobe beyond the contractually scheduled delivery date and the Satellite is complete, the Satellite shall be placed
in storage at DigitalGlobe’s expense. 
 11.3 Pre-Shipment Re-Test 
 Subject to the length of the storage period, appropriate maintenance and power up of those units sensitive to inactivity shall be undertaken. Any items exhibiting signs of deterioration shall be subject
to appropriate follow up action according to the circumstances. All instances shall be reported to DigitalGlobe. 
 A thorough re-test is
required should the storage exceed [**Redacted**]. Details shall be provided in the test requirements document. Appropriate follow up action shall be taken, according to the circumstances, should any problems be detected. 

The re-test costs shall be at BATC expense if delay and retest were caused by BATC. The re-test costs shall be at DigitalGlobe’s expense if delay
and retest were caused by DigitalGlobe. 
 11.4 Satellite Shipping and Delivery 
 [**Redacted**] 
 BATC shall provide shipping from BATC plant to the launch site. BATC
shall pack the Satellite and ground support equipment in suitable containers for shipment to the launch site. BATC shall unpack the Satellite and ground support equipment at the payload processing facility at the launch site. 

BATC shall provide insurance and security for the satellite and ground support equipment during shipment to the launch site. 

BATC shall pack the ground support equipment for return to BATC plant and provide shipping. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 37 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 BATC shall provide insurance for the ground support equipment during shipment back to BATC plant.

 The transportation environment shall be enveloped by the requirements in the Launch Vehicle and Instrument ICD and performance specification.
BATC shall be responsible for ensuring the Satellite compatibility with the requirements. BATC shall be responsible for verifying all environmental requirements are met including temperature, humidity, and shock monitoring. 

11.5 Satellite Launch Site Storage 
 BATC
shall provide volumetric storage and access requirements to DigitalGlobe for shipping containers required at the launch site. The baseline program assumes no Satellite storage requirements at the launch site. However, if the launch should be delayed
once the Satellite has been shipped, BATC shall provide, at DigitalGlobe expense, the support necessary to maintain, store, and retest the Satellite. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 38 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 12.0     LAUNCH SUPPORT SERVICES 

BATC shall provide launch support services as defined in the following paragraphs. 
 12.1 General 
 [**Redacted**] DigitalGlobe will be responsible for overall
coordination of launch activities. BATC shall support this activity as defined in this section of the SOW. 
 The Satellite shall be compatible
with U.S. launch safety requirements. BATC shall generate a WV3 Missile System Pre-launch Safety Package (MSPSP) (CDIL LM-1) to document hazardous items or operations and planned safety procedures for the Satellite. 

BATC shall support the safety review processes of the Launch Services Contractor and the Launch site. 

12.2 Requirement Definition 
 BATC shall
support the generation and maintenance of the Launch Vehicle ICD as defined in paragraph 5.3.12. BATC shall supply the following information and any other information normally required by the Atlas V Launch Services User’s Guide to DigitalGlobe
and the Launch Services contractor: 
  

	 	a.	Launch vehicle interface details and requirements. 

  

	 	b.	Requirements for launch site support and services including space, power, environment, contamination control, lifting/moving, telecommunications, etc.


  

	 	c.	Statement of compliance with launch site safety requirements. 

  

	 	d.	Environmental requirements pre and post installation on launch vehicle. 

  

	 	e.	Verification of applicable portions of the Satellite to Launch Vehicle ICD. 


 

	 	f.	Launch Site Procedures. 

 BATC shall, by means
of drawings, analysis, or test, be responsible for specifically confirming Satellite compatibility with the launch vehicle requirements defined in the ICD. BATC shall prepare a RVCM, as defined in paragraph 5.3.6, for those portions of the ICD for
which it has responsibility. 
 12.3 Technical Interchange Meetings 
 BATC shall support up to twenty Technical Interchange Meetings (TIM) with the launch organization. [**Redacted**] In addition, BATC will support informal meetings and teleconferences at
DigitalGlobe’s Colorado facilities and BATC facility as required resolving interface and infrastructure issues. 
 12.4 FEM and
CLA-to-Design Load Comparisons (CDIL LM-2) 
 BATC shall provide preliminary Finite Element Models (FEM) and final FEMs for the WV3 Satellite
for the purposes of performing coupled loads analyses. DigitalGlobe is responsible for obtaining valid CLA results from the launch service contractor and delivering those to BATC. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 39 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 
BATC shall then compare the results of the coupled loads analyses to the design loads used in spacecraft bus and Instrument structural analysis to confirm that the resulting loads are within the
design requirements as specified in the respective ICDs. The deliverables are as follows: 
 [**Redacted**]

 12.5 Export Regulations 

All contractors on this program are anticipated to be U.S. companies including the launch service contractor. Therefore we anticipate no exports of
hardware, software, or technology to foreign companies. However, if that situation changes, DigitalGlobe shall be the single point of contact for all export issues. Therefore: 
 BATC shall provide information directly to DigitalGlobe and DigitalGlobe will be responsible for obtaining and documenting all export approvals for all documentation transmitted to the launch vehicle
agencies. 
 DigitalGlobe will be responsible for all work associated with compliance to export regulations including licensing, security,
customs, document approval, transportation, etc. for documents/data channeled through DigitalGlobe. 
 It is understood that the Department of
State International Traffic in Arms regulations (CFR 22 Part 120 through 130) strictly apply to any data or hardware covered under this SOW. 

12.6 Adapter Fit-Check 
 BATC shall
perform a launch vehicle interface check on the satellite as defined in the Test Plan. DigitalGlobe will arrange for the launch services contractor to provide the adapter, interface portions of the separation system, and GSE. If required,
DigitalGlobe will also arrange for support from the launch services contractor at no cost to BATC. 
 12.7 Launch Site Infrastructure

 DigitalGlobe shall arrange for and provide all launch site infrastructure necessary for satellite testing and pre-launch processing. This
includes lease of a satellite processing facility. 
 12.8 Launch Site Operations 

BATC shall support the launch operations campaign including provision of the test equipment and labor required to perform the launch site unpacking,
Satellite checkout as defined by the WV I&T Plan, fueling, final mating to launch vehicle, launch, and repacking for return to BATC plant. Delays associated with BATC performance shall be at BATC expense. Any other delays shall be at
DigitalGlobe expense. BATC will be responsible to support meetings for the purpose of coordinating launch site operations including joint operations with the launch services contractor. All efforts associated with reprocessing due to a cancelled or
aborted launch shall be at DigitalGlobe expense. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 40 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 12.9 Fueling 
 BATC shall prepare a fueling plan and the procedures required for fueling the Satellite using an appropriate fueling cart. BATC shall prepare the fueling equipment for hydrazine loading operations and
package for shipment to the launch site. BATC shall be responsible for a single fuel loading operation unless multiple fuelings are required due to reasons under BATC’s control. 
 BATC shall provide all required consumables, propellant, safety training, and safety equipment including SCAPE gear required to effectively and safely perform satellite fueling operations. DigitalGlobe
shall arrange for disposal of all hazardous wastes and any excess materials through its Launch Services provider. 
 BATC shall provide support
to the launch vehicle/range contractor as required to respond to range specific requirements as they pertain to the handling of the hydrazine operations. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 41 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 13.0     MISSION PREPARATION AND ON-ORBIT COMMISSIONING 

BATC shall assist with Mission preparation and On-orbit Commissioning by performing the following tasks and engineering services. 

13.1 Training (CDIL LM-3) 
 13.1.1
Training Materials 
 BATC shall develop a training package for each satellite subsystem including the operation of the Instrument to address
specifically the changes between WV-2 and WV3. The training package will be based on the Subsystem Description Documents (Paragraph 5.3.10) and include the same minimum information. 
 The training packages will be delivered on both paper and electronic media. 
 13.1.2 Training
Sessions 
 For each subsystem, a cognizant BATC subsystem engineer shall present the training materials from paragraph 13.1.1. DigitalGlobe
will provide the conference room and necessary projectors to support the presentation. DigitalGlobe reserves the right to videotape the training sessions for the purpose of training future DigitalGlobe personnel. 

13.2 Command and Telemetry Handbook (CDIL LM-4) 
 BATC shall prepare a command and telemetry handbook. This document shall provide a definitive listing of all satellite telemetry and commands with a full description for each. The handbook shall meet the
requirements identified in WV159. 
 13.3 Bus Subsystem Calibration Tools (CDIL LM-5) 

BATC shall provide the subsystem calibration tools necessary for on-orbit calibration activities. Depending upon the final satellite design, these tools
include but may not be limited to: 
 [**Redacted**] 
 13.4 DigitalGlobe Procedure Development Support 
 DigitalGlobe will generate the on-orbit
procedures for the WV3 satellite(s). BATC shall understand the DigitalGlobe Concept-of-Operations and assist the procedure development. BATC shall review DigitalGlobe developed procedures for technical, operational, and safety concerns.
[**Redacted**] 
 13.5 Commissioning Plan (CDIL LM-6) 
 DigitalGlobe shall generate the Commissioning Plan for the WV3 satellite. BATC shall assist the commissioning plan development. This includes assisting with the definition of the nominal sequence of
events, required prerequisites, allowed out-of-sequence events, and required technical support for each event. DigitalGlobe will provide information about ground contacts, mission control center operations, and other necessary ground information
used to create the commissioning plan(s). 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 42 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 The Commissioning Plan shall include subsystem initialization, calibration, and demonstration of
performance requirements including, but not limited to, the following: 
 [**Redacted**] 

13.6 Anomaly Preparations 
 DigitalGlobe
will generate anomaly resolution flow-charts. BATC shall assist with the anomaly flow-chart development including defining the probable anomalies and proper recovery actions/sequences. BATC shall review DigitalGlobe anomaly resolution flow-charts
for technical, operational, and safety concerns. 
 13.7 Satellite Commissioning 
 13.7.1 Launch and Early Operations (LEOP) Phase 
 DigitalGlobe shall direct Satellite Launch
and Early Operations. BATC shall provide a dedicated engineer for all satellite subsystems except for the Instrument subsystem. This support will run 24 hours per day for up to 7 days at the DigitalGlobe Mission Control Center in Longmont, CO.

 13.7.2 Verification and Calibration (V&C) Phase 
 DigitalGlobe shall conduct the Verification and Calibration activities necessary to achieve Full Operational Capability (FOC). This includes but is not limited to satellite calibration activities such as
star tracker and gyroscope calibrations. 
 Barring anomalies, V&C activities will nominally occur between 0600 and 1800 hours seven days
per week. V&C activities will nominally require 30 days. BATC shall provide a dedicated engineer for all satellite subsystems except for the Instrument subsystem. 
 BATC shall also provide off-hour, on-call engineering support during V&C. A 30 minute or less call-back response is required. 
 13.7.2.1 Commissioning Reports (CDIL LM-7) 
 BATC shall produce a Commissioning
Report. The report will document spacecraft bus Beginning-of-Life (BOL) performance and will update End-of-Life (EOL) performance predictions for all subsystems for which it has responsibility. At a minimum the report shall include: 

 

	 	a.	An explanation of significant deviations from performance metrics as identified in the satellite specification. The explanation shall include the reasons for the
performance delta and the anticipated effects, if any, on the subsystem or satellite. 


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 43 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


	 	b.	An explanation of any known component or sub-component failures encountered during the LEOP or V&C Phases. The explanation shall include the possible causes of the
failure, workarounds, updated reliability analysis for the component, subsystem, and satellite, and any impacts to DigitalGlobe’s concept of operation. 

 13.8 Satellite Simulator 
 BATC shall provide a high fidelity dynamic satellite simulator.
The simulator shall simulate satellite responses to stimuli. BATC shall provide sufficient documentation to accurately capture the design, functionality, capabilities, limitations, maintenance, extension, and operation of the simulator. 

13.8.1 Satellite Simulator (CDIL LM-8) 

BATC shall deliver a high fidelity satellite simulator per the requirements document [**Redacted**]. [**Redacted**] BATC and DigitalGlobe
shall mutually agree upon a computer hardware and operating system, called the computing platform, for use in simulator functional and performance acceptance testing. BATC shall execute spacecraft simulator acceptance testing on the identified
platform. DigitalGlobe shall execute the simulator testing on the same platform. 
 The satellite simulator does not need to include the MGB
subsystem. 
 13.8.2 Documentation (CDIL LM-9) 
 BATC shall provide a User’s manual with sufficient detail to: 
  

	 	•	 	 Develop simulation scenarios including all configuration files, scripts, procedures, ephemeris, initial conditions, etc 



 

	 	•	 	 Start-up, shut-down, and operate the simulation console and all simulator components 



 

	 	•	 	 Control the simulation in real-time by setting/adjusting variables 



 

	 	•	 	 Inspect low level model telemetry through the simulation console and simulator components directly 



 

	 	•	 	 Save, modify, and load simulator state files used to start, pause, resume, and diagnose simulation scenarios 



 

	 	•	 	 Understand all log files and log entries 


  

	 	•	 	 Understand and recover from all error conditions 


  

	 	•	 	 Extend, modify, maintain, build and release the simulator. 



 

	 	•	 	 Incorporate a new flight software release into the simulator 


 In this context, “maintain” refers to the functions required to upgrade to new versions of commercial products such as MatLab or Simulink, alter configuration files, or otherwise customize the
implementation. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 44 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 13.8.3 Source Code (CDIL LM-10) 
 Per the terms of the software license agreement set forth in the Agreement, BATC shall provide all BATC developed bus simulator software components in source format (non binary). Source code shall be
delivered in originating and native format. BATC does not need to provide development tools or COTS software, but BATC shall provide COTS software tool configuration including supplier, part number, and revision levels of tools used (e.g. compilers,
linkers, and other development tools) and all reasonable data/information necessary for DigitalGlobe to enhance, modify, compile, and deploy the simulator. 
 13.8.4 Delivery Schedule 
 BATC shall provide the simulator, manuals, and source code per
Attachment 1. BATC shall deliver an updated simulator based upon LEOP/commissioning on-orbit performance. At a minimum, the following subsystem models will be updated: thermal, power, and ADCS models. 

13.8.5 Technical Interchange Meetings and Design Reviews 
 BATC shall include DigitalGlobe in technical interchange meetings and design reviews such that DigitalGlobe can explain the intent behind various simulator requirements. BATC and DigitalGlobe shall refine
high level requirements to detailed requirements during technical interchange meetings. BATC shall hold preliminary and critical design reviews for the Satellite Simulator. BATC shall hold intermediate Technical Interchange Meetings for the
following modules at a minimum: the console, sensor and actuator models, redundancy modeling, fault modeling, thermal modeling, and power modeling. 
 13.9 Maneuver Planners 
 [**Redacted**] 

13.9.1 [**Redacted**] 

[**Redacted**] 
 13.9.2
[**Redacted**] 
 [**Redacted**] 
 13.9.3 [**Redacted**] 
 [**Redacted**] 

13.10 Software Test Bench 
 BATC shall
maintain a test bench suitable for the development and troubleshooting of the satellite computer Flight Software. The bench will include at a minimum: 
 [**Redacted**] 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 45 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 13.11 Ground Stations 
 DigitalGlobe is responsible for all Ground Station equipment. DigitalGlobe operators will be the lead operators of the Ground Segment. 
 13.12 Telemetry Packet Creation and Mapping Tools (CDIL LM-15) 
 BATC shall provide the
documentation, software, and training necessary for making changes to the telemetry received from the satellite. This includes changes to both telemetry packets and the mapping of those packets into various telemetry streams under CCSDS Grade C
protocol.
 Initial delivery shall coincide with initial delivery of the Command & Telemetry Handbook (C&TH). BATC shall update if
necessary at a. launch minus 6 months, b. final pre-launch C&TH delivery, and c. launch plus 6 months. Training shall occur coincident with Training Sessions specified in section 13.1 with delta training, if needed, at the final pre-launch
C&TH delivery. 
 13.13 Telemetry Monitor and Response (CDIL LM-16) 
 BATC shall provide the documentation, software, and training necessary for making changes to flight software telemetry monitors and response actions on the satellite. This includes creation of new
telemetry monitors and response actions, and changes to existing monitors and response actions.
 Initial delivery shall coincide with initial
delivery of the Command & Telemetry Handbook (C&TH). BATC shall update if necessary at a. launch minus 6 months, b. final pre-launch C&TH delivery, and c. launch plus 6 months. Training shall occur coincident with Training Sessions
specified in section 13.1 with delta training, if needed, at the final pre-launch C&TH delivery. 
 14.0    
COMMUNICATIONS FLEXIBILITY AND TT&C DEFINITION 
 BATC shall work with DigitalGlobe to set/finalize satellite ID’s by CDR.

 15.0     FACILITIES 
 BATC shall provide all facilities necessary to perform the scope of this SOW. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 
 46 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 ATTACHMENT 1     CONTRACT DATA ITEMS LIST 

 

											
	 Data
 Item
	  	 Title
	  	SOW
Ref	  	Initial
Submittal	  	Updates	  	Comments
	PROGRAM MANAGEMENT	  		  		  		  	
	PM-1	  	Program Management Structure	  	4.2	  	[**Redacted**]	  	As req’d	  	
	PM-2	  	Master Program Schedule	  	4.4	  	[**Redacted**]	  	monthly	  	
	PM-3	  	Component/Subsystem Design Review Listing	  	4.5.4	  	[**Redacted**]	  	As req’d	  	
	PM-4	  	Component/Subsystem Test Readiness / Data Review Listing	  	4.5.5	  	[**Redacted**]	  	As req’d	  	
	PM-5	  	Documentation Listing	  	4.6.3	  	[**Redacted**]	  	No later
than Bi-
monthly	  	
	PM-6	  	Action Item List	  	4.7	  	[As req’d]	  	As req’d	  	
	PM-7	  	Historical Record of Payments & Payments Forecast	  	4.8.1 &
4.8.2	  	[**Redacted**]	  	monthly	  	
	DESIGN	  		  		  		  	
	D-1	  	Satellite to Instrument ICD	  	5.3.1	  	[**Redacted**]	  	As req’d	  	
	D-2	  	Satellite to Ground Station Narrowband ICD	  	5.3.2	  	[**Redacted**]	  	As req’d	  	
	D-3	  	Satellite to Ground Station Wideband Link ICD	  	5.3.3	  	[**Redacted**]	  	As req’d	  	
	D-4	  	Satellite Environmental Design and Test Specification	  	5.3.4	  	[**Redacted**]	  	As req’d	  	
	D-5	  	Contamination Control Plan	  	5.3.5	  	[**Redacted**]	  	As req’d	  	
	D-6	  	Satellite Level Requirements Verification/Compliance Matrix	  	5.3.6	  	[**Redacted**]	  	As req’d	  	
	D-7	  	Box Level Requirements Verification/Compliance Matrix	  	5.3.7	  	[**Redacted**]	  	As req’d	  	
	D-8	  	Drawings	  	5.3.8	  	[**Redacted**]	  	with EOs	  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 1 - 1 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

  

											
	 Data
 Item
	  	 Title
	  	SOW
Ref	  	Initial
Submittal	  	Updates	  	Comments
	D-9	  	Performance Compliance Matrix	  	5.3.9.1	  	[**Redacted**]	  	Quarterly	  	
	D-10	  	Risk Management Report	  	5.3.9.2	  	[**Redacted**]	  	Monthly	  	
	D-11	  	Subsystem Description Docs	  	5.3.10	  	[**Redacted**]	  	Launch –
4 m;
Launch +
4 m	  	Updates
only as
required.
	D-12	  	Thermal Analysis and Reports	  	5.3.11.a	  	[**Redacted**]	  	As req’d	  	
	D-13	  	Structural Analysis	  	5.3.11.b	  	[**Redacted**]	  	As req’d	  	
	D-14	  	Control System Analysis	  	5.3.11.c	  	[**Redacted**]	  	As req’d	  	
	D-15	  	Failure Modes and Effects and Criticality Analysis (FMECA)	  	5.3.11.d	  	[**Redacted**]	  	As req’d	  	
	D-16	  	Satellite Reliability Analysis	  	5.3.11.e	  	[**Redacted**]	  	As req’d	  	
	D-17	  	Satellite Imaging Performance	  	5.3.11.h	  	[**Redacted**]	  	As req’d	  	
	D-18	  	Critical Items List	  	5.3.13	  	[**Redacted**]	  	As req’d	  	
	D-19	  	Component Heritage Summary	  	5.3.14	  	[**Redacted**]	  	As req’d	  	
	D-20	  	System Engineering Reports	  	5.3.16	  	[**Redacted**]	  		  	
	D-21	  	Flight Software Code	  	5.3.16	  	[**Redacted**]	  	As req’d
Final @
PSR	  	
	D-22	  	Composite Grounding Design	  	5.3.17	  	[**Redacted**]	  	As req’d	  	
	D-23	  	Structural, Power, Thermal, and Reliability Analytical Models	  	5.3.18	  	[**Redacted**]	  	L+3 m	  	
	D-24	  	Coordinate Transformation Document	  	5.3.19	  	[**Redacted**]	  	L – 4m	  	
	D-25	  	Flight Software Users Manual	  	5.3.20	  	[**Redacted**]	  	As req’d	  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 1 - 2 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


											
	 Data
 Item
	  	 Title
	  	SOW
Ref	  	Initial
Submittal	  	Updates	  	Comments
	D-26	  	Component Acceptance Data Package	  	5.3.21	  	[**Redacted**]	  	As req’d	  	
	D-27	  	Jitter Analysis and Test Data	  	5.3.22	  	[**Redacted**]	  	As req’d	  	
	D-28	  	Telescope Boresight Stability Data	  	5.3.23	  	[**Redacted**]	  	As req’d	  	
	D-29	  	Position and Attitude Accuracy	  	5.3.24	  	[**Redacted**]	  	As req’d	  	
	D-30	  	PDR Data Package	  	4.5.3	  	[**Redacted**]	  	As req’d	  	
	D-31	  	CDR Data Package	  	4.5.3	  	[**Redacted**]	  	As req’d	  	
	D-32	  	Satellite to MGB ICD	  	5.3.25	  	[**Redacted**]	  	As req’d	  	
	D-33	  	Electrical GSE ICD	  	5.3.26	  	[**Redacted**]	  	As req’d	  	
	D-34	  	Satellite Requirements Review	  	4.5.3.1	  	[**Redacted**]	  		  	
	D-35	  	Battery Life Prediction	  	5.3.11.g	  	[**Redacted**]	  	L+ 1m	  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 1 - 3 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


											
	PRODUCT ASSURANCE	  		  		  		  	
	QA-1	  	EEE Parts List	  	6.2.1	  	[**Redacted**]	  		  	
	QA-2	  	Material Identification and Use Listing	  	6.2.2	  	[**Redacted**]	  	See para
6.3.2	  	
	QA-3	  	As built configured article list	  	6.3.1	  	[**Redacted**]	  	At Launch
Readiness
Review	  	
	QA-4	  	Certification of Conformance	  	6.3.2	  	[**Redacted**]	  		  	
	QA-5	  	Product Assurance Reviews	  	6.4	  	[**Redacted**]	  		  	
	PROCUREMENT, PRODUCTION & TEST	  		  		  		  	
	PT-1	  	Make / Buy Plans	  	7.2	  	[**Redacted**]	  	As req’d	  	
	PT-2	  	Program Subcontract Status Report	  	7.5	  	[**Redacted**]	  	monthly	  	
	PT-3	  	WV I&T Plan	  	9.3	  	[**Redacted**]	  	As req’d	  	
	PT-4	  	Battery Maintenance Plan	  	9.3.e	  	[**Redacted**]	  	As req’d	  	
	PT-5	  	System Test Reports	  	9.6	  	[**Redacted**]	  		  	
	PT-6	  	I&T Command and Telemetry Log Files	  	9.8.4	  	[**Redacted**]	  	weekly	  	
	PT-7	  	Reserved	  	na	  	[**Redacted**]	  		  	
	PT-8	  	Instrument Integration Readiness Review Data Package	  	4.5.3	  	[**Redacted**]	  		  	
	PT-9	  	Satellite Environmental Testing Readiness Review Data Package	  	4.5.3	  	[**Redacted**]	  		  	
	PT-10	  	Pre-Ship Review Data Package	  	4.5.3	  	[**Redacted**]	  		  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 1 - 4 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


											
	LAUNCH AND MISSION	  		  		  		  	
	LM-1	  	Missile Systems Pre-Launch Safety Package (MSPSP)	  	12.1	  	[**Redacted**]	  	L-52 wks
TBD L-26
wks TBD	  	
	LM-2	  	Preliminary WV3 FEM	  	12.4.a	  	[**Redacted**]	  		  	
		  	Preliminary CLA-to-WV3 Design Loads Comparison	  	12.4.b	  	[**Redacted**]	  		  	
		  	Final WV3 FEM	  	12.4.c	  	[**Redacted**]	  		  	
		  	Final CLA-to-WV3 Design Loads Comparison	  	12.4.d	  	[**Redacted**]	  		  	
	LM-3	  	Training Materials and sessions	  	13.1.1	  	[**Redacted**]	  	As revised	  	
	LM-4	  	Command &Telemetry Handbook	  	13.2	  	[**Redacted**]	  	As revised	  	
	LM-5	  	Calibration Tools	  	13.3	  	[**Redacted**]	  	As
revised &
L+3 m	  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 1 - 5 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


											
	LM-6	  	Commissioning Plan	  	13.5	  	[**Redacted**]	  	As revised	  	
	LM-7	  	Commissioning Report	  	13.7.2.1	  	[**Redacted**]	  		  	
	LM-8	  	Satellite Simulator	  	13.8.1	  	[**Redacted**]	  	See Para
3.1.b	  	
	LM-9	  	Satellite Simulator Documentation	  	13.8.2	  	[**Redacted**]	  	With
 LM-8
	  	
	LM-10	  	Satellite Simulator Source Code	  	13.8.3	  	[**Redacted**]	  	With
 LM-8
	  	
	LM-11	  	High Fidelity Maneuver Planner	  	13.9.1	  	[**Redacted**]	  		  	
	LM-12	  	Peak Estimator Algorithm	  	13.9.2	  	[**Redacted**]	  		  	
	LM-13	  	Integrative Maneuver Model	  	13.9.3	  	[**Redacted**]	  		  	
	LM-14	  	Satellite Launch Readiness Review Data Package	  	4.5.3	  	[**Redacted**]	  		  	
	LM-15	  	Telemetry Packet Creation and Mapping Tools	  	13.12	  	[**Redacted**]	  	See 13.12	  	
	LM-16	  	Telemetry Monitor and Response	  	13.13	  	[**Redacted**]	  	See 13.13	  	
	CAVIS-ACI	  		  		  		  		  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.1	  	[**Redacted**]	  		  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.1	  	[**Redacted**]	  		  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.1	  	[**Redacted**]	  		  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 1 - 6 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


											
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.1	  	[**Redacted**]	  		  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.1	  	[**Redacted**]	  		  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.11.i	  	[**Redacted**]	  	[**Redacted**]	  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.11.j	  	[**Redacted**]	  		  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.11.k	  	[**Redacted**]	  		  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.11.l	  	[**Redacted**]	  		  	
	[**Redacted**]	  	[**Redacted**]	  	4.5.3.11.m	  	[**Redacted**]	  		  	

 All items are provided for DigitalGlobe information only. Approvals are not required except for ICDs, changes to ICDs,
and as otherwise noted. 
 ATP +1m is 1 month after Authorization to Proceed. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 1 - 7 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  

 ATTACHMENT 2     CUSTOMER FURNISHED EQUIPMENT LIST 

 

									
	 Item
	  	 Title
	  	SOW
Ref	  	Date	  	 Comment

	FLIGHT HARDWARE	  		  		  	
	CFHW-1	  	[**Redacted**]	  	10.2.1	  	[**Redacted**]	  	
	CFHW-2	  	[**Redacted**]	  	10.2.2	  	[**Redacted**]	  	Flight and corresponding ground keys.
	CFHW-3	  	[**Redacted**]	  	10.2.3	  	[**Redacted**]	  	
	CFHW-4	  	[**Redacted**]	  	10.2.4	  	[**Redacted**]	  	
	CFHW-5	  	[**Redacted**]	  	10.2.5	  	[**Redacted**]	  	
	CFHW-6	  	[**Redacted**]	  	10.2.6	  	[**Redacted**]	  	
	CFHW-7	  	[**Redacted**]	  	10.2.7	  	[**Redacted**]	  	
	CFHW-8	  	[**Redacted**]	  	10.2.8	  	[**Redacted**]	  	
	[**Redacted**]	  		  		  		  	
	CSIM-1	  	[**Redacted**]	  	10.3	  	[**Redacted**]	  	Remains the property of DG
	[**Redacted**]	  		  		  		  	
	CLSE-1	  	[**Redacted**]	  	10.4.1	  	[**Redacted**]	  	
	CLSE-2	  	[**Redacted**]	  	10.4.1	  	[**Redacted**]	  	
	CLSE-3	  	[**Redacted**]	  	10.4.2	  	[**Redacted**]	  	
	[**Redacted**]	  		  		  		  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 2 - 1 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


									
	 Item
	  	 Title
	  	SOW
Ref	  	Date	  	 Comment

	CGSE-1	  	[**Redacted**]	  	10.5.1.a	  	[**Redacted**]	  	Remains the property of DG
	CGSE-2	  	[**Redacted**]	  	10.5.1.b	  	[**Redacted**]	  	Remains the property of DG
	CGSE-3	  	[**Redacted**]	  	10.5.1.c	  	[**Redacted**]	  	Remains the property of DG
	CGSE-4	  	[**Redacted**]	  	10.5.1.d	  	[**Redacted**]	  	Remains the property of DG
	CGSE-5	  	[**Redacted**]	  	10.5.2.	  	[**Redacted**]	  	Remains the property of DG
	CGSE-6	  	[**Redacted**]	  	10.5.2.0	  	[**Redacted**]	  	Remains the property of DG


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 2 - 2 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


									
	 Item
	  	 Title
	  	SOW
Ref	  	Date	  	 Comment

	CGSE-7	  	[**Redacted**]	  	10.5.2.0	  	[**Redacted**]	  	Remains the property of DG
	CGSE-8	  	[**Redacted**]	  	10.5.3.a	  	[**Redacted**]	  	Remains the property of DG
	CGSE-9	  	[**Redacted**]	  	10.5.3.b	  	[**Redacted**]	  	Remains the property of DG
	CGSE-10	  	[**Redacted**]	  	10.5.3.c	  	[**Redacted**]	  	Remains the property of DG
	CGSE-11	  	[**Redacted**]	  	10.5.4	  	[**Redacted**]	  	Remains the property of DG
	CGSE-12	  	[**Redacted**]	  	10.5.5	  	[**Redacted**]	  	Remains the property of DG


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 2 - 3 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


									
	 Item
	  	 Title
	  	SOW
Ref	  	Date	  	 Comment

	CGSE-13	  	[**Redacted**]	  	10.5.6	  	[**Redacted**]	  	Remains the property of DG
	CGSE-14	  	[**Redacted**]	  	10.5.7	  	[**Redacted**]	  	Remains the property of DG
	CGSE-15	  	[**Redacted**]	  	10.5.8	  	[**Redacted**]	  	Remains the property of DG
	CGSE-16	  	[**Redacted**]	  	10.5.9	  	[**Redacted**]	  	Remains the property of DG
	LAUNCH VEHICLE DATA ITEM	  		  		  	
	CLD-1	  	WV3 Preliminary CLA	  	10.6	  	[**Redacted**]	  	
	CLD-2	  	WV3 Final CLA	  	10.6	  	[**Redacted**]	  	
	INSTRUMENT DATA ITEM	  		  		  	
	CID-1	  	WV3 Instrument Structural Data	  	10.7.1	  	[**Redacted**]	  	
	CID-2	  	WV3 Instrument Thermal Data	  	10.7.2	  	[**Redacted**]	  	

 DigitalGlobe will provide this equipment in accordance with the requirements of the Agreement. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 
 Attch 2 - 4 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


													
	
	WorldView 3 Payment Milestone Schedule
	
	Exhibit 3 to WV3 Satellite Agreement # 60150
	 Item
#
	  	 Invoice Date
	  	 Line
Item
	  	 Description
	  	 Milestone

Value
	  	 Cumulative
Milestones
	  	 Termination
Liability

							
	 1
	  	[**Redacted**]	  		  	 Milestone 1 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	a	  	 [**Redacted**]
	  		  		  	
							
	 2
	  	[**Redacted**]	  		  	 Milestone 2 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 3
	  	[**Redacted**]	  		  	 Milestone 3 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 4
	  	[**Redacted**]	  		  	 Milestone 4 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 5
	  	[**Redacted**]	  		  	 Milestone 5 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 6
	  	[**Redacted**]	  		  	 Milestone 6 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 7
	  	[**Redacted**]	  		  	 Milestone 7 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 8
	  	[**Redacted**]	  		  	 Milestone 8 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 9
	  	[**Redacted**]	  		  	 Milestone 9 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	9a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	9b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	9c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	9d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


													
							
	 10
	  	[**Redacted**]	  		  	 Milestone 10 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	10a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	[**Redacted**]
		  		  	10b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	10c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	10d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 11
	  	[**Redacted**]	  		  	 Milestone 11 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	11a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	11b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	11c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	11d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	11e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 12
	  	[**Redacted**]	  		  	 Milestone 12 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	12a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	12b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	12c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	12d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	12e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 13
	  	[**Redacted**]	  		  	 Milestone 13 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	13a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	[**Redacted**]
		  		  	13b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	13c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	13d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	13e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	13f	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 14
	  	[**Redacted**]	  		  	 Milestone 14 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	14a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	14b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	14c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	14d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	14e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 15
	  	[**Redacted**]	  		  	 Milestone 15 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	15a	  	 [**Redacted**]
	  	[**Redacted**]	  	[**Redacted**]	  	
		  		  	15b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	15c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	15d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	15e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	15f	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 16
	  	[**Redacted**]	  		  	 Milestone 16 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	16a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	16b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	16c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	16d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	16e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


													
							
	 17
	  	[**Redacted**]	  		  	 [**Redacted**]
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	17a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	17b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	17c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	17d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 18
	  	[**Redacted**]	  		  	 Milestone 18 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	18a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	18b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	18c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	18d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 19
	  	[**Redacted**]	  		  	 Milestone 19 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	19a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	19b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	19c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	19d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	19e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 20
	  	[**Redacted**]	  		  	 Milestone 20 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	20a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	20b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	20c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	20d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 21
	  	[**Redacted**]	  		  	 Milestone 21 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	21a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	21b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	21c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	21d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	21e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 22
	  	[**Redacted**]	  		  	 Milestone 22 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	22b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	22c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	22d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	22e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 23
	  	[**Redacted**]	  		  	 Milestone 23 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	23a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	23b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	23c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	23d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	23e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	23f	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 24
	  	[**Redacted**]	  		  	 Milestone 24 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	24a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	24b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	24c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	24d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	24e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


													
							
	 25
	  	[**Redacted**]	  		  	 Milestone 25 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	25a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	25b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	25c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	25d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	25e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 26
	  	[**Redacted**]	  		  	 Milestone 26 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	26a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	26b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	26c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	26d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	26e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 27
	  	[**Redacted**]	  		  	 Milestone 27 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	27a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	27b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	27c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	27d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 28
	  	[**Redacted**]	  		  	 Milestone 28 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	28a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	28b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	28c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	28d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	28e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	28f	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 29
	  	[**Redacted**]	  		  	 Milestone 29 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	29a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	29b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	29c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	29d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	29e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 30
	  	[**Redacted**]	  		  	 Milestone 30 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	30a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	30b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	30c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	30d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	30e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 31
	  	[**Redacted**]	  		  	 Milestone 31 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	31a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	31b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	31c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	31d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 32
	  	[**Redacted**]	  		  	 Milestone 32 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	32a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	32b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	32c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	32d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


													
							
	 33
	  	[**Redacted**]	  		  	 Milestone 33 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	33a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	33b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	33c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	33d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	33e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 34
	  	[**Redacted**]	  		  	 Milestone 34 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	34a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	34b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	34c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	34d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	34e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	34f	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 35
	  	[**Redacted**]	  		  	 Milestone 35 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	35a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	35b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	35c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	35d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	35e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 36
	  	[**Redacted**]	  		  	 Milestone 36 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	36a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	36b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	36c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	36d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	36e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 37
	  	[**Redacted**]	  		  	 Milestone 37 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	37a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	37b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	37c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	37d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	37e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 38
	  	[**Redacted**]	  		  	 Milestone 38 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	38a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	38b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	38c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	38d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	38e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	38f	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 39
	  	[**Redacted**]	  		  	 Milestone 39 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	39a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	39b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	39c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	39d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 40
	  	[**Redacted**]	  		  	 Milestone 40 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	40a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	40b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	40c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	40d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	40e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION 
  


													
							
	 41
	  	[**Redacted**]	  		  	 Milestone 41 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	41a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	41b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	41c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	41d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 42
	  	[**Redacted**]	  		  	 Milestone 42 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	42a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	42b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	42c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	42d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 43
	  	[**Redacted**]	  		  	 Milestone 43 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	43a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	43b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	43c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	43d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	43e	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 44
	  	[**Redacted**]	  		  	 Milestone 44 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	44a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	44b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	44c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	44d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 45
	  	[**Redacted**]	  		  	 Milestone 45 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	45a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	45b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 46
	  	[**Redacted**]	  		  	 Milestone 46 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	46a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	46b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	46c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	46d	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 47
	  	[**Redacted**]	  		  	 Milestone 47 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	47a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
							
	 48
	  	[**Redacted**]	  		  	 Milestone 48 Total Value
	  	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
		  		  	48a	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	48b	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  	48c	  	 [**Redacted**]
	  	[**Redacted**]	  		  	
		  		  		  		  	  
	  	  
	  	  

		  		  		  	 TOTALS
	  	$217,822,399	  	$217,822,399	  	$217,822,399
		  		  		  		  	  
	  	  
	  	  



  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document