EX-10.6.3



 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 
 Exhibit 10.6.3 
 Modification 18 

(Proposal #12-535 – [**Redacted**]) 
 To 
 Fim1 Fixed Price Agreement No. 60151 

This Modification to Firm Fixed Price Agreement number 60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc. (DG), 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, Colorado 80503; and ITT Space Systems, LLC (ITT), a limited liability company organized and existing
under the laws of the State of Delaware, with a place of business at 1447 St. Paul Street, P.O. Box 60488, Rochester, New York 14606-0488. 

The parties hereby agree to amend the Agreement as follows: 
  

							
	 Original Contract Value
	  	[**Redacted**]	  	$	 167,789,933	  
	 This Modification (12-535)
	  	[**Redacted**]	  	$	48,100	  
	 Adjusted TOTAL Contract Value
	  		  	$	167,838,033	  

 The total contract price is herein changed from $167,789,933 to $167,838,033 

This modification will result an additional new milestone payments: 
 • [**Redacted**] 
 Statement of Work 

The effort includes [**Redacted**]. 

All other terms and conditions of the Agreement not noted as changed herein remain in full force and effect. 

This Modification is hereby executed and agreed to by the undersigned parties effective the last date written below as signified by the signatures and
shall be a binding agreement. 
  

			
	ITT Space Systems, LLC	  	DigitalGlobe, Inc.
		
	 /s/ [**Redacted**]
	  	 /s/ Steve Linn 

	Signature	  	Signature
	 [**Redacted**]

[**Redacted**]
	  	 Name: Steve Linn

Title: VP, Space Systems

		
	Date: Jan 29, 2013	  	Date: Jan 29, 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 
  

 Modification 19 
 (Proposal #12-504- [**Redacted**] – Phase 1) 
 To 

Firm Fixed Price Agreement No. 60151 
 This Modification to Firm Fixed Price Agreement number 60151(“the Agreement”) is entered into by and between DigitalGlobe,Inc. (DG),a corporation organized and existing under the laws of the
State of Delaware, with a place of business at 1601Dry Creek Drive, Suite 260, Longmont, Colorado 80503; and ITT Space Systems, LLC (ITT), a limited liability company organized and existing under the laws of the State of Delaware, with a place of
business at 1447 St. Paul Street, P.O. Box 60488,Rochester,New York 14606-0488. 
 The parties hereby agree to amend the Agreement as follows:

  

							
	 Original Contract Value
	  	[**Redacted**]	  	$	 167,838,033	  
	 This Modification (12-504- Phase 1)
	  	[**Redacted**]	  	$	918,000	  
	 Adjusted TOTAL Contract Value
	  		  	$	168,756,033	  

 The total contract price is herein changed from $167,838,033 to$ 168,756,033 

This modification will result in additional new milestones and milestone payments: 

Phase 1 

• [**Redacted**] 
 • [**Redacted**] 
 Statement of Work: 

[**Redacted**] 
 All
other terms and conditions of the Agreement not noted as changed herein remain in full force and effect. 

  

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 
  

 This Modification is hereby executed and agreed to by the undersigned parties effective the last date
written below as signified by the signatures and shall be a binding agreement. 
  

					
	ITT Space Systems, LLC	  		  	DigitalGlobe, Inc.
			
	/s/                     	  		  	/s/ Walter Scott
	Signature	  		  	Signature
			
	Contract Manager	  		  	 Name: Walter S. Scott
  

Title: EVP/CTO

			
	Date: 02/01/2013	  		  	Date: 01/30/2013


  

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 
  

  
 



 
  

					
		  		  	 [**Redacted**]
 Contract
Manager
  
 ITT Space Systems, LLC

Rochester, New York 14606

[**Redacted**]

[**Redacted**]

[**Redacted**]


 January 28, 2013 
 DigitalGlobe, Inc. 
 Sent via e-mail to: 
 [**Redacted**] 
 Subject: Proposal 12-504 – [**Redacted**] 

Reference: [**Redacted**] Statement of Work (SOW) dated 1/28/2013 
 Dear Jim: 
 ITT Space Systems, LLC, a subsidiary of Exelis, Inc. (Exelis) is pleased to submit
this [**Redacted**] proposal associated with the [**Redacted**]. This revision incorporates a rewritten statement of work entitled “[**Redacted**] Statement of Work” dated 1/18/2013, and reduces the price of Phase 2
commensurate with the reduction in test duration. 
 The revised SOW is based on the SOW delivered to Exelis by DigitalGlobe on 1/14/2013. To
facilitate your review, updates made to the DG document by Exelis have been highlighted in blue font. The SOW includes a schedule integrating [**Redacted**]. This schedule demonstrates [**Redacted**] of slack against the
[**Redacted**] original contract delivery date. 
 Contract 
 [**Redacted**] - $1,600,000 
 Phase 1 - $918,000 

Phase 2 - $ 682,000 
 Period
of Performance 
 Phase 1 of this effort starts at Authorization to Proceed, assumed on January 28, 2013, and includes all planning,
design, material procurements, procedures, scripting, manufacturing instructions, and pre-test thermal modeling and analysis. Phase 1 also includes delivery of the [**Redacted**] and the Test Plan Review meeting with DigitalGlobe. 

Phase 2 of this effort, assumed to start on April 18th 2013, includes [**Redacted**]. Phase 2 also includes the [**Redacted**] .


  









 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 
  

  
 



 
 Payment Terms 
 This proposal is subject to a mutually agreed milestone payments being added to the current Program Milestone Payment schedule. 
 Exelis would like to proposal the following milestone payments: 
 Phase 1

  

	 	•	 	 [**Redacted**]  


  

	 	•	 	 [**Redacted**]  


 Phase 2 
  

	 	•	 	 [**Redacted**]  



[**Redacted**] 
 ITT Space Systems, LLC
appreciates the opportunity to provide this proposal. Should you have any questions or require additional information, please feel free to contact me directly. 
 Regards, 
 [Susan Broadhurst] 
 Contract Manager 
 ITT Space Systems, LLC 
 Rochester, New York 14606 
 [**Redacted**] 

[**Redacted**] 

  









 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 
  

 Statement of Work 

WV-3 [**Redacted**] 
 RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION 

This document contains information proprietary and confidential to the Exelis Inc., or a third party whom Exelis 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 Exelis has otherwise agreed in writing. All copies of this document are the sole property of Exelis and will be returned promptly upon request. 

[**Redacted**] 
 [**Redacted**] 

  









 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.
	  	Task Objectives	  	 	4	  
	 2.
	  	[**Redacted**] 	  	 	4	  
	 2.1. [**Redacted**]
	  	 	4	  
	 2.2. [**Redacted**]
	  	 	4	  
	 2.3. Functional Checks
	  	 	4	  
	 3.
	  	[EOA Model Correlation
and Performance Analysis]	  	 	4	  
	 4.
	  	Test Limitations &
Constraints	  	 	4	  
	 4.1. Units Not Present During Test
	  	 	4	  
	 4.1.1. [**Redacted**]
	  	 	4	  
	 4.1.2. [**Redacted**]
	  	 	4	  
	 4.2. Units Present But Not Operated During Test
	  	 	4	  
	 4.2.1. [**Redacted**]
	  	 	4	  
	 4.2.2. [**Redacted**]
	  	 	4	  
	 4.2.3. [**Redacted**]
	  	 	4	  
	 4.2.4. [**Redacted**]
	  	 	5	  
	 4.3. Limited Use of Redundant Electronics
	  	 	5	  
	 5.
	  	Technical Approach	  	 	5	  
	 5.1. Design & Analysis
	  	 	5	  
	 5.2. Test Thermal Telemetry
	  	 	5	  
	 5.3. STE Requirements & Fabrication
	  	 	5	  
	 5.4. Test Support
	  	 	5	  
	 5.5. Test Approach
	  	 	5	  
	 5.6. Model Correlation
	  	 	6	  
	 6.
	  	Reviews and
Deliverables	  	 	6	  
	 6.1. Test Plan Review (Phase 1)
	  	 	6	  
	 6.2. Test Readiness Review (TRR) (Phase 2)
	  	 	6	  
	 6.3. Consent to Break (CTB) Review (Phase 2)
	  	 	6	  
	 6.4. Deliverables
	  	 	6	  
	 7.
	  	Facility and
Schedule	  	 	6	  
	 8.
	  	Schedule 	  	 	6	  
	 8.1. Phase 1
	  	 	6	  


  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 


  

[**Redacted**] 









 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 
  


							
	  
 8.2. Phase
2
	  	 	7	  
	 8.3. Critical Path Impact
	  	 	7	  
	 8.4. Integrated Schedule
	  	 	7	  


  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 


  

[**Redacted**] 









 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. Task Objectives 
 The task objectives are [**Redacted**]  
 2. [**Redacted**] 

The [**Redacted**] test will have three main parts: 
 2.1. [**Redacted**] 
 This is the main portion of the test that provides the majority of
data needed for post-test model correlation. The [**Redacted**] will be determined during Phase 1. 
 2.2. [**Redacted**]

 [**Redacted**] 
 2.3.
Functional Checks 
 Limited functional checks will be performed [**Redacted**] 

3. [**Redacted**] 
 The test data will be
used to [**Redacted**]  
 4. Test Limitations & Constraints 
 4.1. Units Not Present During Test 
  

	4.1.1.	[**Redacted**]  

 [**Redacted**]

  

	4.1.2.	[**Redacted**]  

 [**Redacted**]

 4.2. Units Present But Not Operated During Test 
 4.2.1. [**Redacted**]  
 [**Redacted**] 

[**Redacted**] 
 [**Redacted**]

 4.2.2. [**Redacted**]  

[**Redacted**] 
  

	4.2.3.	[**Redacted**] 


  
 EXELIS
PROPRIETARY INFORMATION SYSTEMS CONFIDENTIAL INFORMATION 
 [**Redacted**] 


  
 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 
  

 [**Redacted**] 
 4.2.4. [**Redacted**] 
 [**Redacted**] 

4.3. Limited Use of Redundant Electronics 

[**Redacted**] 
 [**Redacted**]

 5. Technical Approach 

The following sections provide an overview of our technical approach: 
 5.1. Design & Analysis 
 [**Redacted**] 

[**Redacted**] 
 [**Redacted**]

 5.2. Test Thermal Telemetry 
 [**Redacted**] 
 [**Redacted**] 

5.3. STE Requirements & Fabrication 
 All required STE is included in the scope of this task, [**Redacted**] 
 5.4.
Test Support 
 [**Redacted**] 
 5.5. Test Approach 
 [**Redacted**] 

[**Redacted**] 
 A
Consent-to-Proceed huddle will be held with the test team at the end of the [**Redacted**] 
 [**Redacted**] 

  
 EXELIS
PROPRIETARY INFORMATION SYSTEMS CONFIDENTIAL INFORMATION 
 [**Redacted**] 


  
 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 
  

 [**Redacted**] 
 [**Redacted**] 
 Figure 1: [**Redacted**] 

[**Redacted**] 
 [**Redacted**]

 5.6. Model Correlation 

After the [**Redacted**] 
 6.
Reviews and Deliverables 
 6.1. Test Plan Review (Phase 1) 
 A test plan review will be held no later than [**Redacted**] to test execution. The test plan must be mutually agreed to by Exelis and DigitalGlobe before test execution. 

6.2. Test Readiness Review (TRR) (Phase 2) 
 A TRR will be held [**Redacted**]. 
 6.3. Consent to Break (CTB) Review (Phase 2)

 A CTB review will be held at the [**Redacted**]. Consent to Proceed huddles will be held with the test team at key transition
points in the test to gain agreement to move between defined test conditions. 
 6.4. Deliverables 

A test plan shall be delivered to DigitalGlobe as part of Phase 1. [**Redacted**] will be delivered to DigitalGlobe as part of Phase 2. 

7. Facility 
 The instrument thermal
balance test will be conducted in our [**Redacted**]. At this time, this chamber is capable, operational and available for this test. 

8. Schedule 
 8.1. Phase 1

 Phase 1 of this effort starts at [**Redacted**] and the Test Plan Review meeting with DigitalGlobe. 

  
 EXELIS
PROPRIETARY INFORMATION SYSTEMS CONFIDENTIAL INFORMATION 


  

[**Redacted**] 
 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 
  

 8.2. Phase 2 
 Phase 2 of this effort, assumed to start on [**Redacted**]. Phase 2 also includes the TRR, Consent to Break review, and delivery of updated thermal technotes. 

8.3. Critical Path Impact 
 The
[**Redacted**] 
 8.4. Integrated Schedule 
 Figure 2 displays the [**Redacted**], and includes a column designating line items as Phase 1 or Phase 2. Integration of [**Redacted**]. 

[**Redacted**] 
 Figure 2:
[**Redacted**] 

  
 EXELIS
PROPRIETARY INFORMATION SYSTEMS CONFIDENTIAL INFORMATION 


  

[**Redacted**] 
 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 
  

 Modification #20 
 (Proposal #13-018 – [**Redacted**]) 
 To 

Firm Fixed Price Agreement No. 60151 
 This Modification to Firm Fixed Price Agreement number 60151(“the Agreement’’) is entered into by and between DigitalGlobe, Inc. (DG),a corporation organized and existing under the laws of
the State of Delaware, with a place of business at 1601Dry Creek Drive, Suite 260, Longmont, Colorado 80503; and ITT Space Systems, LLC (ITT), a limited liability company organized and existing under the laws of the State of Delaware, with a place
of business at 1447 St. Paul Street, P.O. Box 60488,Rochester, New York 14606-0488. 
 The parties hereby agree to amend the Agreement as
follows: 
  

							
	 Original Contract Value
	  	[**Redacted**]	  	$	 168,756,033	  
	 This Modification (13-018)
	  	[**Redacted**]	  	$	56,000	  
	 Adjusted TOTAL Contract Value
	  		  	$	168,812,033	  

 The total contract price is herein changed from$ 168,756,033 to $168,812,033 

This modification will not result in a change to the Delivery Schedule. 
 This modification will result in a new milestone and one new milestone payment: 
  

	 	•	 	 [**Redacted**] 



Statement of Work: 
 ITT shall perform the
following: 
  

	 	•	 	 [**Redacted**] 


  

	 	•	 	 [**Redacted**] 


  

	 	•	 	 [**Redacted**] 


  

	 	•	 	 [**Redacted**] 


 All
other terms and conditions of the Agreement not noted as changed herein remain in full force and effect. 
 This Modification is hereby executed
and agreed to by the undersigned parties effective the last date written below as signified by the signatures and shall be a binding agreement. 

Mod 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 
  


			
	ITT Space Systems, LLC	  	DigitalGlobe, Inc.
		
	 /s/
[**Redacted**]                
	  	 /s/ Steve
Linn                    

	Signature	  	Signature
	 Name: [**Redacted**]

Contract Manager
	  	 Name: Steve Linn

Title: V.P., Space Systems

		
	Date: February 15, 2013	  	Date: February 18, 2013

 Mod 20