Modifications #1-5 and 7-12 to WorldView-3 Instrument Purchase Agreement #60151




 Exhibit 10.6.1 

FOIA CONFIDENTIAL TREATMENT REQUESTED 
 PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 

 

 Modification #1 
 [**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 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. 
 This modification is associated with delivery
[**REDACTED**] as outlined in 7.6 of the SOW for the WorldView 3 Instrument (SOW), Revision #3.0, dated November 4, 2010. 
 Both DG
and SSD hereby agree to amend the referenced Agreement as follows: 
  

	 	1)	Replace SOW Revision #2.0 with SOW Revision #3.0 (Document #10329744) dated November 4, 2010. 


 

	 	2)	Replace Exhibit #2 entitled Milestone Payment and Termination Liability Schedule and replace it will the revised payment schedule referenced as Exhibit #2 (of the same
name) Identified as Attachment 1 of this modification. 

 The amount of this firm fixed price modification is $4,860,933.

 The total contract price is herein changed from $126,500,000 to $131,360,933. 

All other terms and conditions of the Agreement not noted as changed remain in lull 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 legally binding agreement. 
  

			
	ITT Space Systems, LLC	  	DigitalGlobe, Inc.
		
	 /s/ [**REDACTED**]
	  	 /s/ Neal T. Anderson

	Signature	  	Signature
		
	 [**REDACTED**]
	  	 Neal T. Anderson

	Name	  	Name
		
	 [**REDACTED**]
	  	 Vice President – Technology Development










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  


							
	 	 	 	 	Title	 	 
				
	Date:	 	 30 Nov 2010
	 	Date:	 	 30 Nov 2010










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Exhibit #2_Revision #1 – Milestone Payment and Termination Liability Schedule

  

																	
	 MONTH
	  	 Finish
Dates
	 	 P S
–
UID
	 	 Name
	 	 TOTAL FOR
    MONTH
	 	 Current
AMOUNT
	 	 DELTA
	 	 AMOUNT [**]
	 	 NEW TOTAL
FOR MONTH

	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
	**	  	**	 	**	 	**	 	**	 	**	 	**	 	**	 	**
		  		 		 		 	  
	 	  
	 	  
	 	  
	 	  

	Grand
Total	  		 		 		 	$126,500.00	 	126,500,000	 	4,860,933	 	131,360,933	 	$131,360,933
		  		 		 		 	  
	 	  
	 	  
	 	  
	 	  










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #2  

[**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. (DO), 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: 
 1) Add the following deliverables, as applicable, to the SOW and Instrument Specification: 
  

	 	a.	[**REDACTED**] 

  

	 	b.	[**REDACTED**] 

  

	 	c.	[**REDACTED**] 

  

	 	d.	[**REDACTED**] 

 2) Add the attached
[**REDACTED**] requirements as Appendix A of the Instrument Specification. 
 3) Adjusted Payment
Milestone Schedule (attached) 
  

									
	 Original Contract Value
	  	 	FFP	  	  	$	 131,360,933	  
	 This Modification [**REDACTED**]
	  	 	FFP	  	  	$	3,541,000	  
		  				  	  
	  
	 
	 Adjusted TOTAL Contract Value
	  				  	$	134,901,933	  
		  				  	  
	  
	 

 The total contract price Is herein changed from $131,360,933 to $134,901,933. 

All changes contained herein will he incorporated in the respective SOW and/or Instrument Specification and the changes must be mutually agreed to and as
specified in WV3 Instrument. Purchase Agreement #60151 (Document #10329740). 
 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.









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  


							
	 /s/ [**REDACTED**]
	 	 /s/ Jeff S. Culwell

	Signature	 	Signature
		
	[**REDACTED**]	 	 Jeff S. Culwell

		 	Name
		
	[**REDACTED**]	 	 Vice President

		 		 	Title
				
	Date:	 	 12/16/2010
	 	Date:	 	 12/15/2010










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 [**REDACTED**] 

DIGITALGLOBE, INC. PROPRIETARY DATA 

  
 1 of 2










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 [**REDACTED**] 

DIGITALGLOBE, INC, PROPRIETARY DATA 

  
 2 of 2










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

  

																																			
	 MONTH
	  	 Finish
Dates
	 	 P S
–
UID
	 	 Name
	 	 TOTAL FOR
MONTH
	 	 	 Current
AMOUNT
	 	 DELTA
	 	 	 AMOUNT w/
Spares [**]
	 	 NEW TOTAL
FOR NOV. 2010
	 	 	 DELTA
	 	 	 AMOUNT [**]
	 	 	 NEW TOTAL FOR
      DEC.
2010
	 
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
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	 **
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	 **
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	 **
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	 **
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	 **
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	 **
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	 **
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	 **
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	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
	 **
	  	**	 	**	 	**	 	 	**	  	 	**	 	 	**	  	 	**	 	 	**	  	 	 	**	  	 	 	**	  	 	 	**	  
		  		 		 		 	  
	  
	 	 	  
	 	  
	  
	 	 	  
	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Grand Total
	  		 		 		 	$	126,500.00	  	 	**	 	 	4,860,933	  	 	**	 	$	131,360,933	  	 	 	3,541,000	  	 	 	134,901,933	  	 	$	134,901,933	  
		  		 		 		 	  
	  
	 	 	  
	 	  
	  
	 	 	  
	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		  		 		 		 				 		 	 	**	  	 		 				 				 	$	(134,901,933	) 	 			
		  		 		 		 				 		 	  
	  
	 	 		 				 				 	  
	  
	 	 			









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #3 
 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 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. 

This Modification is associated with an update of “Exhibit 1 WV3 SOW for ITT” to reflect an update of the WV3 Instrument Specification from
Rev. 2 to Rev. 3. 
 Both DG and ITT hereby agree to amend the referenced Agreement as follows: 

 

	 	1)	Replace SOW Revision 3.0 with SOW Revision 4.0 (Document #10329744) dated January 20, 2011. 

 This documentation update does not affect the total contract price herein. 
 All other terms and
conditions of the Agreement not noted as changed 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 legally binding agreement. 
  

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

	Signature	 	Signature
		
	 [**REDACTED**]
	 	 Steve Linn

	Name	 	Name
		
	 [**REDACTED**]
	 	 Sr Director – Space Systems

		 		 	Title
				
	Date:	 	 January 25, 2011
	 	Date:	 	 Jan 25, 2011










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #4 
 [**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 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 Mows:

 1) Update and replace the Technical Specification #3.0 (document #10329744) dated 1/7/2011 

2) Replace Exhibit #2 (Milestone Payment and Termination Liability Schedule) with the revised milestone payment scheduled referenced hereto as Exhibit #2
dated 2/5/2011 (attached) 
  

									
	 Original Contract Value
	  	 	FFP	  	  	$	 134,901,933	  
	 This Modification [**REDACTED**]
	  	 	FFP	  	  	$	188,000	  
		  				  	  
	  
	 
	 Adjusted TOTAL Contract Value
	  				  	$	135,089,933	  
		  				  	  
	  
	 

 The total contract price is herein changed from $134,901,933 to $135,089,933 

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/ Neal T. Anderson

	Signature	 	Signature
		
	[**REDACTED**]	 	Name: Neal T. Anderson
		
	[**REDACTED**]	 	Title: VP, Tech. Dev.
				
	Date:	 	 3/17/2011
	 	Date:	 	 16 Mar 2011










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PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  


					
	WV3 Milestone Payment Plan
	
	EDC - Effective Date of Contract
			
	 Nominal

Date
	  	 Date
	  	 Milestone

Value

	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
		  		  	  

		  	GRAND TOTAL	  	$135,259,933
		  		  	  










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  


			
	ITT WV3 Termination Liability Schedule	 	3/16/2011

  

			
	 Date
	  	Gross TL
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #5 
 [**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 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 140 St. Paul Street, P.O. Box 601188, Rochester, New York 14506-0488. 
 The parties hereby agree to amend the Agreement as follows:

 1) Update and replace the Technical Specification #3.0 (document #10329744) dated 1/17/2011 

2) Replace Exhibit #2 (Milestone Payment and Termination Liability Schedule) with the revised milestone payment scheduled referenced hereto as Exhibit #2
dated 2/5/2011 (attached) 
  

									
	 Original Contract Value
	  	 	FFP	  	  	$	135,089,933	  
	 This Modification [**REDACTED**]
	  	 	FFP	  	  	$	170,000	  
		  				  	  
	  
	 
	 Adjusted Total Contract Value
	  				  	$	135,259,933	  
		  				  	  
	  
	 

 The total contract price is herein changed from $135,089,933 to $135,259,933 

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/ Neal T. Anderson

	Signature	 	Signature
		
	[**REDACTED**]	 	Name: Neal T. Anderson
		
	[**REDACTED**]	 	Title: VP, Tech. Dev.
				
	Date:	 	 3/17/2011
	 	Date:	 	 16 Mar 2011










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  


					
	WV3 Milestone Payment Plan
	
	EDC - Effective Date of Contract
			
	 Nominal

Date
	  	 Date
	  	 Milestone

Value

	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
	**	  	**	  	$**
		  		  	  

		  	GRAND TOTAL	  	$135,259,933
		  		  	  










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  


			
	ITT WV3 Termination Liability Schedule	 	3/16/2011

  

			
	 Date
	  	 Gross TL

	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**
	 **
	  	**

  

			
	ITT Proprietary	 	
	Competition Sensitive	 	Page 1 of 1









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #7 
 [**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 1601 Dry Creek Drive, Suite 260: Longmont, Colorado 80503; and ITT Space Systems, ILC (ITT), a limited liability company organized and existing under the laws of the Stale 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:

 1) As stipulated in the attached SOW. 
  

							
	 Original Contract Value
	  	FFP	  	$	135,259,933	  
	 This Modification [**REDACTED**]
	  	FFP	  	$	400,000	  
		  		  	  
	  
	 
	 Adjusted Total Contract Value
	  		  	$	135,659,933	  
		  		  	  
	  
	 

 The total contract price Is herein changed from $135,259,933 to $135,659,933 

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/ Neal T. Anderson

	Signature	 		 	Signature
			
	[**REDACTED**]	 		 	Name: Neal T. Anderson
			
	[**REDACTED**]	 		 	Title: VP, Technology Development


									
				
	Date:	 	 5/02/2011
	 	Date:	 	 5-02-11










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PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 **REDACTED** 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #8 
 [**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 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	  	FFP	  	$	 135,659,933	  
	This Modification [**REDACTED**]	  	FFP	  	$	781,000	  
		  		  	  
	  
	 
	Adjusted TOTAL Contract Value	  		  	$	136,440,933	  
		  		  	  
	  
	 

 The total contract price is herein changed from $135,659,933 to $136,440,933 

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/ Neal T. Anderson

	Signature	 	Signature
			
	[**REDACTED**]	 	Name:	  	Neal T. Anderson
			
	[**REDACTED**]	 	Title:	  	VP, Technology Development
				
	Date:	 	 5/20/2011
	 	Date:	  	 5-20-11










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #9 

[**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 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: 
 WorldView-3 Instrument Specification 
 Document #10329742 

Revision #4 
 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/ Neal T. Anderson

	Signature	 	Signature
		
	[**REDACTED**]	 	Name: Neal T. Anderson
		
	[**REDACTED**]	 	Title: VP, Technology Development
				
	Date:	 	 Nov. 15, 2011
	 	Date:	 	 14 November 2011










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #10 

[**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 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
	  	FFP	  	$	136,440,933	  
	 This modification [**REDACTED**]
	  	FFP	  	$	3,800,000	  
		  		  	  
	  
	 
	 Adjusted TOTAL Contract Value
	  		  	$	140,240,933	  
		  		  	  
	  
	 

 Statement of Work as appears on ATP Letter dated June 7, 2011: 

[**REDACTED**] 
 Updates to exhibit 2
—WV instrument Milestone Schedule: 
 [**REDACTED**] 

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








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PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
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 Modification #10 
 [**REDACTED**] 
 Page 2 

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/ Neal Anderson

	Signature	 	Signature
			
	[**REDACTED**]	 	Name:	 	Neal Anderson
			
	[**REDACTED**]	 	Title:	 	VP, Technology Development
				
	Date:	 	 13 June 2011
	 	Date:	 	 13 June 2011










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PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #11 

[**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 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: 
  

	 	•	 	 [**REDACTED**] 


  

	 	•	 	 [**REDACTED**] 


  

	 	•	 	 [**REDACTED**] 


  

									
	 Original Contract Value
	  	 	FFP	  	  	$	 140,240,933	  
	 This Modification [**REDACTED**]
	  	 	FFP	  	  	$	336,000	  
		  				  	  
	  
	 
	 Adjusted TOTAL Contract Value
	  				  	$	140,576,933	  
		  				  	  
	  
	 

 This modification will result in additional mutually agreeable payment milestone(s). 

All other terms and conditions of the Agreement not rioted as changed herein remain in full force and effect. The Technical Specifications and the
Statement of Work will be modified to reflect any and all changes associated with this activity. 
 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/ Neal T. Anderson

	Signature	 	Signature
		
	[**REDACTED**]	 	Name: Neal T. Anderson
		
	[**REDACTED**]	 	Title: VP, Technology Development
		
	Date: Nov. 15,
2011                            	 	Date: 14 November 2011                

  








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PORTIONS OF THIS EXHIBIT MARKED BY ** OR BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
  

 Modification #12 

[**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 DigitaiGlobe, 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: 
  

	 	•	 	 [**REDACTED**] 


  

	 	•	 	 Acceptance of Technical Specification Revision #5 


  

									
	 Original Contract Value
	  	 	FFP	  	  	$	140,576,933	  
	 This Modification [**REDACTED**]
	  	 	FFP	  	  	$	112,000	  
		  				  	  
	  
	 
	 Adjusted TOTAL Contract Value
	  				  	$	140,688,933	  
		  				  	  
	  
	 

 The proposed payment milestone(s) will be: [**REDACTED**] 

All other terms and conditions of the Agreement not noted as changed herein remain in full force and effect. The Technical Specifications and the
Statement of Work will be modified to reflect any and all changes associated with this activity. 
 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/ Neal T. Anderson

	Signature	 	Signature
		
	[**REDACTED**]	 	Name: Neal Anderson
		
	[**REDACTED**]	 	Title: Vice President, Technology Development
				
	Date:	 	 11/2/2011
	 	Date:	  	 11/3/2011