Exhibit 10.1


  





		SpaceX
                                            [REDACTED] Launch Services

                                                                                Terms and Conditions










 



 


[REDACTED]
LAUNCH SERVICES FOR BLUEWALKER 3 - TERMS AND CONDITIONS


 


	A.	Agreement.
    Your [REDACTED] Launch Services Agreement (Agreement) with us is effective as of the latest signature date below (Effective
    Date). The Agreement consists of, expressly incorporates by reference, and is subject to the following documents in this order of
    precedence:


 


	 	1.	FAA
    Cross-Waiver (as required by 14 CFR § 440.17);
	 	 	 
	 	2.	SpaceX
    Policies comprising SpaceX’s Risk Management Policy (where your and our respective rights and obligations regarding liability,
    indemnity and insurance are contained) and Disclaimer of Warranties, are found in the SpaceX Policies attached hereto;
	 	 	 
	 	3.	These
    Terms and Conditions; and
	 	 	 
	 	4.	Statement
    of Work (SOW) and [REDACTED] Payload User’s Guide further defining our [REDACTED] Launch Services,
    your required inputs and obligations, and capitalized terms used in this Agreement.


 


	B.	Launch
    Services. You, the Customer, shall purchase, and we, SpaceX, shall furnish you, the [REDACTED] Launch Services for the
    Payload provided by you as defined in the SOW. Additional services may be provided as detailed and priced in the SOW, subject to
    the terms of this Agreement.
	 	 
	C.	Price,
    Payment and Taxes. The price for the Launch Services shall be [REDACTED] U.S. dollars (Price), paid in the following installment
    payments to the SpaceX Account: [REDACTED]. Any mass beyond that allowed in the SOW that is requested by Customer or measured
    after L-9 shall be priced at [REDACTED] per [REDACTED]. Customer shall pay for any mass beyond that allowed in the
    SOW based upon the final as-measured mass, with payment due prior to arrival of the spacecraft at the Launch Site (if no fueling
    will occur at the Launch Site) or within 5 days after fueling at the Launch Site. For any late payments, the payor will pay late
    fees of 10% per year applied on a daily basis until receipt in full. You shall pay all taxes on your Payload, and we shall pay all
    taxes on the Launch Services.
	 	 
	D.	Schedule.
    The Launch Date shall occur between March 1, 2022 and April 30, 2022 (Launch Period) and shall be determined as defined in the
    [REDACTED] Payload User’s Guide. If your Payload will not be ready to launch on the first day of the Launch Period,
    we shall have the right to launch any Co-Payload(s) as scheduled without your Payload. If your Payload will not be ready to launch
    by the Launch Date, and no Re-booked Mission is mutually agreed upon, SpaceX shall retain the entire Price plus any payments made
    or owed for non-standard or mission unique services and hardware already provided to you (Additional Payments), with no further obligation
    or liability to you.
	 	 
	E.	Re-Booking.
    You may submit a request in writing to SpaceX to be re-booked on a subsequent SpaceX mission (Re-booked Mission) using the Form of
    Rebooking Agreement in Appendix B. SpaceX shall use reasonable efforts to accept your request, and any Launch Period for the Re-booked
    Mission shall be determined by SpaceX. You are limited to one re-booking per Payload. SpaceX’s re-booking program is outlined
    in Appendix A.
	 	 
	F.	Termination,
    Suspension. Either of us may terminate this Agreement for a Material Breach by the other, so long as notice and time to cure
    of 15 days for nonpayment, or 90 days for other breaches, are provided and have lapsed. Additionally, if you fail to make a payment
    on time and to cure within 15 days of notice, SpaceX may suspend work until payment is received or terminate this contract for your
    Material Breach. If you terminate for our Material Breach, we shall return to you all payments you made under this Agreement, without
    interest. If we terminate for your Material Breach, we retain all payments made and owed by you as of the date of termination. You
    may terminate this agreement at your convenience at any time, in which case SpaceX will retain the amounts paid and due at the time
    of termination. You may also terminate this Agreement if we have delayed, including our Excusable Delay, for more than 365 calendar
    days, starting from the last date of the Launch Slot as defined in this Agreement, and we shall refund you all payments made under
    this Agreement without interest. Any amounts returned to you or retained by SpaceX under this paragraph are returned or retained
    without further obligation or liability to you. You may not terminate this Agreement if any payments are due and payable to us under
    this Agreement. The late fees, delay fees, readiness failure fees, and termination fees in this Agreement are liquidated damages
    based upon good faith estimates of damages to be incurred by late payment, delay or termination, and do not serve as a penalty.
	 	 
	G.	Compliance
    with Laws; Governing Law and Venue. We both shall comply with all national, federal, state and local licensing requirements,
    laws and regulations, including ITAR, EAR, and all other U.S. Customs and U.S. export/import laws, as applicable to our respective
    businesses and the Launch Services. For purposes of the Registration Convention, you are responsible for registering the Payload,
    and we are responsible for registering the launch vehicle. We shall obtain all Licenses required to carry out the Launch Services,
    and you shall obtain all Licenses required to ship and operate the Payload. The laws of the State of New York, U.S.A shall govern
    this Agreement and both of our respective performances hereunder, without regard to provisions on the conflicts of laws. All actions
    or proceedings arising out of or related to this Agreement shall be litigated exclusively in the Federal courts located in the Southern
    and/or Eastern District of New York. We both hereby irrevocably waive any and all right to trial by jury in any legal proceeding
    arising out of or related to this Agreement. The provisions of the UN Convention on Contracts for the International Sale of Goods
    shall not apply.


 




    	© Space Exploration Technologies Corp. All rights reserved.	Page 1 of 6

[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]


     


    

 





		SpaceX
                                            [REDACTED] Launch Services

                                                                                Terms and Conditions






 



 


	H.	Notices.
    All notices under this Agreement shall be in writing and shall be sent via electronic, express and/or certified mail to the contacts
    identified in the SOW.
	 	 
	I.	Publicity.
    Neither of us shall make any public announcement, release, or other disclosure of information relating to this Agreement and/or
    Launch Service, including the existence of this Agreement, without the agreement of the other, such agreement not to be unreasonably
    withheld, conditioned or delayed. To the extent any information relating to this Agreement and/or Launch Services must be disclosed
    pursuant to law or regulation, including good faith compliance with the rules and regulations of the Securities and Exchange Commission
    and any securities exchange on which the securities of the Disclosing Party or its affiliates is trading, the Disclosing Party shall,
    (1) to the extent legally permissible, give prompt notice to the other Party regarding the applicable law or regulation and the information
    to be disclosed; and (2) seek confidential treatment for the price and any other relevant portions of any such information as reasonably
    determined by SpaceX. The terms of the NDA executed on January 3, 2018 between AST & Science, LLC and SpaceX apply to this Agreement
    and its subject matter. The obligations set forth in this Section I shall not apply to information that is publicly available from
    any governmental agency or that is or otherwise becomes publicly available without breach of this Agreement.
	 	 
	J.	Assignment.
    This Agreement creates no joint venture, partnership or agency between us and may not be assigned except to the successor in
    a sale, acquisition or merger of the assignor, provided that we can lawfully perform the launch services for the successor. This
    Agreement is created solely for the benefit of SpaceX and you, and confers no right or remedies on any third parties.
	 	 
	K.	Survivability.
    If any portion of this Agreement is held invalid, it shall not affect the validity of the remaining Agreement, unless applying
    such remaining portions would frustrate the purpose of this Agreement.


 


 


 


 


 


Both
of us agree that we have read, understood, and agree to, the terms of the Form of FAA Cross-Waiver, the SpaceX Policies, these Terms
and Conditions, the SOW, and the [REDACTED] Payload User’s Guide. The duly authorized officers named below have executed
this Agreement, which supersedes all prior relevant communications, as of the Effective Date.


 


	Space
    Exploration Technologies Corp. (SpaceX)	 	AST
    & Science, LLC (Customer)
	 	 	 
	Address:	1
    Rocket Road, Hawthorne, CA 90250	 	Address:	2901
    Enterprise Lane Midland, TX 79706
	 	 	 	 	 
	By:	/s/
    Tom Ochinero	 	By:	/s/
    Abel Avellan
	 	 	 	 	 
	Name/Title:	Tom
    Ochinero, VP of Commercial Sales 	 	Name/Title:	Abel
    Avellan, CEO
	 	 	 	 	 
	Date:	July
    23, 2021	 	Date:	July
    23, 2021


 




    	© Space Exploration Technologies Corp. All rights reserved.	Page 2 of 6



     


    

 


		SpaceX
                                            [REDACTED] Launch Services

                                                                                Terms and Conditions









 



 


APPENDIX
A: RE-BOOKING PROGRAM


 


You
may submit a request in writing to SpaceX to be re-manifested on a Re-booked Mission using the form of Re-booking Agreement in Appendix
B. Based on the date of SpaceX’s approval of this request. which shall not be unreasonably withheld, the payments made toward your
original Agreement shall be applied per the terms outlined in the table below.


 


	Date
    if Re-booking Request Approval	 	Re-booking
    cost
	Before
    L-90	 	[REDACTED]
    of the Price
	After
    L-90	 	No
    Re-booking


 


The
Re-booking costs outlined above are due at the time of Re-booking and may be paid through a reduction in the credit to be applied to
the Re-booked Mission. Remaining payments shall be made according to the payment schedule in Section C with the dates adjusted to reflect
the Launch Period of the Re-booked Mission. Any Additional Payments shall be retained by SpaceX and not credited toward the Rebooked
Mission. All credits toward the Re-booked Mission shall be applied only to future SpaceX launch payments and not otherwise refunded to
you. Solely in the event that SpaceX cannot reasonably provide you a re-booking opportunity within 12 months of the last day of the Launch
Period, You may terminate the Agreement and SpaceX shall retain only 50% of the amounts paid and owed at the time of the request plus
any Additional Payments as compensation for work completed and shall refund 50% of the amounts paid and owed at the time of the request
to you without interest. Any amounts retained by SpaceX under this paragraph are retained without further obligation or liability to
you.


 




    	© Space Exploration Technologies Corp. All rights reserved.	Page 3 of 6



     


    

 





		SpaceX
                                            [REDACTED] Launch Services

                                                                                Terms and Conditions






 



 


APPENDIX
B: FORM OF RE-BOOKING AGREEMENT


 


AST
& Science, LLC submits this request to re-book the BlueWalker 3 Payload on a subsequent SpaceX mission, as outlined in the [REDACTED]
Launch Services Agreement dated ________ (Agreement). By submitting this request, you understand and agree that your Payload will not
be included on the originally scheduled mission and all payments made toward the original Agreement will be applied per the Rebooking
Policy outlined in the Appendix A of the Agreement.


 


Requested
Re-booked Mission (To Be Completed by Customer):


 


Launch
Period:


 


	      	to
	      


 


Orbital
Parameters:


 


	Perigee
    (km): 	 	 
	Apogee
    (km): 	    	 
	Inclination
    (deg) 	 	 
	Crossing
    Time 	 	LTAN
or LTDN (select one)


 


Payload
Modifications Requested: Yes or No (select one)


 


If
yes please specify: _____________________________________________________________


 


Price
and Payment Schedule (To Be Completed By SpaceX):


 


Price
(USD):


 


	Rebooking
    Fee:	 	 
	Launch:
    	 	 
	TOTAL:
    	 	 


 


Payment
Schedule:


 


	Payments
    Already Received: 	 	 
	Signature
    + 5 days: 	 	 
	L-12:
    	 	 
	L-9:
    	 	 
	L-3:
    	 	 
	TOTAL:
    	 	 


 


By
signing below, the Parties agree that this document will amend both the applicable payment dates and prices in section C of the Agreement
and the Launch Period in Section D of the Agreement, to reflect the above changes, and delete section E from the Agreement. All other
terms in the Agreement shall remain the same.


 








	Customer Signature:	 	SpaceX Acceptance:
	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name/Title:	 	 	Name/Title:	 
	 	 	 	 	 
	Date:	 	 	Date:	 



 




    	© Space Exploration Technologies Corp. All rights reserved.	Page 4 of 6



     


    

 





		SpaceX
    Statement of Work (“SOW”) for [REDACTED] Payload Launch Services





 



 


Subject
to the terms and conditions of the Launch Services Agreement (“LSA”) to which this SOW is attached, this SOW, and the accompanying
[REDACTED] Payload User’s Guide, define the services and deliverables to be provided by both Space Exploration Technologies
Corp. (“SpaceX”) and the [REDACTED] Payload Customer (“Customer”) to launch the [REDACTED] Payload.
The Launch Services shall be considered complete upon Launch and the completion of post-Launch activities detailed in this SOW, but not
complete in the event of a Terminated Ignition.


 


	1	PAYLOAD
    AND MISSION INFORMATION


 


	1.1	Payload
    Maximum Mass	[REDACTED]
	1.2	Payload
    Mechanical Interface	[REDACTED]
	1.3	Payload
    Orbit Parameters	[REDACTED]
	1.4	Mission
    design by SpaceX shall meet the requirements of the LSA and SOW. SpaceX may:	Recover
                                            Launch Vehicle hardware

                                            Manifest one or more Co-Payloads

    Deploy
    Co-Payload(s) into the Payload orbit

    Deploy Co-Payload(s) before/after Payload

	1.5	Mission
    Requirements	Documented
    in the Payload to Launch Vehicle Interface Control Document (“ICD”)
	1.6	Applicable
                                            Documents

    (requirements
    shall be complied with)
	ICD
                                            - supersedes this SOW once signed

    AFSPCMAN
    91-710

    [REDACTED]
    Payload User’s Guide

	1.7	Reference
                                            Documents

    (contextual
    or ancillary information)
	SMC-016

    CCAFS/VAFB
    SpaceX Facility User’s Guide



 


	2	CUSTOMER
    REQUIREMENTS, SERVICES, AND DELIVERABLES


 


Any
material failure by Customer to meet its responsibilities, including any non-compliance with the ICD, may result in a Customer delay
requiring rebooking with applicable fees. Customer shall:


 


	2.1	Upon
    request, provide environmental test plans for Payload qualification, acceptance, and analysis.
	2.2	Certify
    Payload is compatible with the Launch Vehicle maximum predicted environments (“MPE”).
	2.3	Provide
    support and information to enable SpaceX to satisfy the requirements of all applicable regulatory/licensing agencies and associated
    statutes.
	2.4	Provide
    to SpaceX the deliverables listed in Table 1.
	2.5	Verify
    compatibility of loads, environments, and deflections between Payload Constituents, if applicable.
	2.6	Provide
    evidence that Payload Constituents will not perform premature deployments.
	2.7	Allow
    SpaceX to perform physical inspection of the Payload during integration, if required.
	2.8	Serve
    as a single point of contact for SpaceX to solicit Launch Range safety inputs for the Payload.
	2.9	Complete
    all stand-alone Launch preparations within seven (7) days of arriving at the Launch Site.
	2.10	Limit
    Launch Site processing team to no more than five (5) persons at any one time.
	2.11	Provide
    SpaceX approved separation system(s) for integrating and deploying spacecraft within the Payload.
	2.12	If
    required, design and build all electrical harnessing between the Payload interface and the Standard Offering Bulkhead as defined
    by SpaceX in the ICD and Wire Harness Build Guides.
	2.13	Be
    able to charge Payload batteries while connected to the Launch Vehicle or guarantee that batteries will remain charged and Launch
    ready for up to forty-five (45) days without an umbilical connection after fairing encapsulation.
	2.14	If
    required, design and build all electrical harnessing necessary to connect the Payload EGSE to the umbilical junction box, or equivalent
    interface, as defined by SpaceX in the ICD and Wire Harness Build Guides.
	2.15	If
    required, support interface compatibility testing between separation device and Launch Vehicle hardware, providing any necessary
    test equipment, including test harnessing, as determined by SpaceX.
	2.16	Complete
    Appendix H in the [REDACTED] Payload User’s Guide defining Payload Constituents no later than 2 weeks after Effective
    Date of LSA.


 




    	© Space Exploration Technologies Corp. All rights reserved.	Page 5 of 6



     


    

 


		SpaceX
    Statement of Work (“SOW”) for [REDACTED] Payload Launch Services








 



 


	3	SPACEX
    REQUIREMENTS, SERVICES, AND DELIVERABLES


 


Any
delay by SpaceX may result in changes in the scheduling of the Launch Period, Launch Slot, Launch Interval or Launch Date, such changes
not subject to any Customer rebooking fees. SpaceX shall:


 


	3.1	Provide
    Launch Services for the Mission utilizing a SpaceX Launch Vehicle.
	3.2	Verify
    that the Launch Vehicle meets the requirements of the ICD.
	3.3	Provide
    one redundant deployment command channel and one breakwire channel per Standard Offering Bulkhead.
	3.4	Provide
    a Mechanical Interface Ring for each mechanical interface.
	3.5	Provide
    the electrical harnesses up to the Standard Offering Bulkhead for each mechanical interface.
	3.6	If
    required, design and build all electrical harnessing between the Payload interface and the Standard Offering Bulkhead as defined
    by SpaceX in the ICD.
	3.7	If
    required, provide the Payload-side and Launch Vehicle-side bulkhead connectors for the Customer electrical harnessing interface at
    the Standard Offering Bulkhead as defined by SpaceX in the ICD.
	3.8	If
    required, provide Payload EGSE-side and SpaceX ground-side bulkhead connector for Customer’s EGSE harnessing as defined by
    SpaceX in the ICD.
	3.9	Provide
    the Launch Site facilities, equipment, documentation, and procedures to receive Customer’s hardware, validate interfaces to
    Customer’s hardware, integrate the Payload with the Launch Vehicle, and perform a Launch of the Payload.
	3.10	Provide
    overall management and technical direction to perform the tasks delineated in this SOW, including program planning, quality management,
    and schedule management.


 


	4	PAYLOAD
    LICENSING AND REGISTRATION


 


Prior
to the arrival of the Payload at the Launch Site, Customer shall:


 


	4.1	Provide
    evidence of insurance for the Payload Customer property, equipment and personnel (with express waivers of subrogation as to SpaceX
    and its Related Third Parties).
	4.2	Provide
    evidence that the cross-waivers have been extended to (i) its Payload manufacturer(s); (ii) Related Third Parties with any ownership
    interest in the Payload; (iii) Customer’s direct customers for the Payload; and (iv) any other Related Third Parties, respective
    contractors, subcontractors and insurers, as requested by SpaceX.
	4.3	Provide
    a letter certifying that Customer has obtained all required Licenses and that all Payload information provided to SpaceX and/or any
    licensing agencies is complete and accurate in addition to copies of all required on-orbit licenses.


 


	5
    	NOTICES


 


All
notices under the Agreement shall be in writing and shall be hand-delivered or sent via electronic, express and/or certified mail to
the contacts specified below All notices, documents, deliverables and other communications between SpaceX and Customer, including by
their respective employees and Related Third Parties shall be in English.


For
correspondence sent to SpaceX, to each of:


 


	SpaceX	SpaceX
	1
    Rocket Road	1
    Rocket Road
	Hawthorne,
    CA 90250	Hawthorne,
    CA 90250
	Attn:
    [REDACTED]	Attn:
    [REDACTED]
	[REDACTED]	[REDACTED]


 


For
correspondence sent to Customer, to each of:


 


AST
& Science, LLC


2901
Enterprise Lane


Midland,
TX 79706


Attn:
[REDACTED]


[REDACTED]


 




    	© Space Exploration Technologies Corp. All rights reserved.	Page 6 of 6



     


    







 


		SpaceX
                                            Statement of Work (“SOW”) for [REDACTED] Payload Launch Services

                                                                               












 







TABLE
1: PROGRAM MILESTONES, REVIEWS AND DELIVERABLES


 


	Schedule1	 	Title	 	Purpose	 	SpaceX
    Deliverables	 	Customer
    Deliverables
	N/A	 	Agreement
    Signature	 	Provides
    authority to proceed with work	 	●Signed
                                            Agreement

    ●TAA
    questionnaire or Export Compliance Agreement

    ●Payload
    questionnaire
	 	●Signed Agreement

                                                         ●Point of contact

	Signature

    +
    2weeks
	 	Mission
                                            Integration Kickoff

     

    (not
    a review)
	 	Provides
    the initial project schedule, an introduction to the Range, and analysis templates for Customers to provide inputs to SpaceX.	 	●ICD
                                            template

    ●Launch
    Range introduction and Payload Range Safety requirements

    ●Range
    Safety document templates

    ●Payload
    qualification and acceptance approach templates

    ●Payload
    electrical interface pinout worksheet

    ●Payload
    mass properties and deployment characteristics template

    ●customer
    built wire harness build guides
	 	●Completed
                                            TAA questionnaire or Export Compliance Agreement

    ●Completed
    Payload questionnaire

    ●Payload
    CAD model

    ●Payload
    constituents

	Signature

    +
    2weeks
	 	Mission
                                            Integration Analysis Inputs

     

    (not
    a review)
	 	Payload
                                            analysis inputs are provided to SpaceX to begin the Mission Integration

    Analyses.
	 	 	 	
    ●Payload
                                            inputs to ICD

    ●Updated
    Payload CAD model (if applicable)

    ●Payload
    dynamic model

    ●Payload
    electrical interface pinout

    ●Payload
    mass properties and deployment characteristics

    ●Completed
    Payload environmental test matrix


	L-6
    months	 	Interface
                                            Definitions

     

    (not
    a review)
	 	Payload
                                                         mechanical and electrical interface definitions defined in the ICD and using supporting documentation from SpaceX and
                                                         Customer.
	 	●Payload-to-LV
                                            electrical interface

    ●Payload-to-LV
    mechanical interface

    ●ICD
    Draft
	 	 

	L-6
    months	 	Range
                                            Safety Submissions and Mission planning

     

    (not
    a review)
	 	Initial
    Launch campaign planning including SpaceX delivery of badging, schedule, insurance, and licensing information. Initial Range Safety
    deliverables from Customer.	 	●Launch
    Campaign planning package	 	●[REDACTED]
                                            Range Safety Checklist

                                                         ●Program Introduction

    ●Inputs to Launch Site activity planning

    ●Payload updates to ICD

    ●Separation
    verification

	L-4
    months	 	Mission
                                            Integration Analyses

     

    (not
    a review)
	 	Mission
    integration analysis results are delivered to the Customer and the initial ICD is prepared for signature after milestone completion.	 	●Predicted
                                            orbit injection report

    ●Coupled
    loads analysis results (if required)

    ●Payload
    venting analysis results (if required)

    ●Payload
    separation analysis results (if required)

    ●Payload
    clearance analysis results (if required)

    ●Launch
    integration schedule (preliminary)

    ●Launch
    Campaign Plan (preliminary)

    ●ICD
    Draft (update)
	 	 
	 	 	 	 	 	 	 	 	 
	L-4
    months	 	Range
    Safety Submission

 (not a review)	 	 	 	 	 	●Ground
                                            Operating Pan (GOP)

    ●AFSPCMAN
    91-710 tailoring (if required)

    ●Missile
    System PreLaunch Safety Package (MSPSP)

    ●(if
    required)

    ●Certification
    Data for Hazardous Systems (if required)



 




    	© Space Exploration Technologies Corp. All rights reserved.	Page 1 of 2



    	 



    

 

		SpaceX
                                            Statement of Work (“SOW”) for [REDACTED] Payload Launch Services

                                                                               


 	Schedule1	 	Title	 	Purpose	 	SpaceX
    Deliverables	 	Customer
    Deliverables
	L-3
    months	 	Final
                                            Mission Integration Analysis Inputs

     

    (not
    a review)
	 	 	 	 	 	●Payload
mass properties and deployment characteristics (update)

    ●Payload
    VerificationTest/Analysis Reports

	L-2
    months	 	Range
                                            Safety Submission

     

    (not
    a review)
	 	 	 	 	 	●AFSPCMAN91-710Compliance
                                            Letter

    ●GOP
    Hazardous Procedures

	L-2
    months	 	Mission
                                            Integration Analyses Final

     

    (not
    a review)
	 	Final
    mission integration analysis results are delivered to the Customer.	 	●Trajectory
                                            analysis results, including collision avoidance and Monte Carlos

    ●Mission
    analysis updates (if applicable)
	 	 
	L-2
    months	 	Launch
                                            Campaign Readiness Review

     

    Held
    at SpaceX Headquarters or via teleconference
	 	Verifies
    that all people, parts, and paper are ready for the shipment of the Payload to the Launch Site and are ready to begin Launch Site
    activities	 	●Launch
                                            integration schedule (update)

    ●Launch
    Campaign Plan (update)

    ●Launch
    Range readiness information

    ●ICD
    revision for signature

    ●Verification
    of Compliance to ICD requirements
	 	●Verification
of Payload Compliance to ICD requirements

    ●Hourly
    Schedule of daily Launch Site operations

    ●Plan
    for Payload and GSE arrival at the Launch Site

    ●Propellant/Pressurant
    arrival information (if

    ●applicable)

    ●Badging
    Paperwork for All Customers

    ●Licensing inputs for Mission

    ●Payload
insurance and cross-waivers

    ●Launch and In- orbit Insurer Subrogation Waiver (if applicable)

    ●Payload
mass properties - measured (if not fueling at Launch site)

	Payload
    Shipment	 	Payload
                                            Shipment

     

    (not
    a review)
	 	Verifies
    Payload licensing is in place prior to shipment to the Launch Site.	 	 	 	●Payload
                                            Licensing Certification

    ●Copies
    of all required on-orbit Payload licenses

	Payload
    Arrival	 	Payload
                                            Arrival

     

    Held
    at Launch Site
	 	Provides
    important information for working at the Launch Site.	 	●Launch
    Campaign arrival briefing
	 	●Launch
    site awareness training complete

	Payload
                                            Arrival

    to
    Launch
	 	Launch
    Campaign	 	 	 	●Hazardous
                                            operations planning meetings (if required)

    ●Electrical
    checkout results

    ●Daily
    environmental reports

    ●DaiIy
    Launch Campaign schedule
	 	●Payload
    mass properties - measured (if fueling at launch site)

	L-1day	 	Launch
                                            Readiness

     

    (not
    a review)
	 	An
    exchange of Readiness notifications for Launch	 	●Launch
    Vehicle readiness certificate
	 	●Payload
    Launch readiness certificate

	Separation

    +
    TBD2 min
	 	Orbit
                                            Injection report

     

    (not
    a review)
	 	Deliver
    best-estimate state vector, altitude, and attitude rate based on initial data	 	●Orbit
                                            Injection Report (via electronic delivery)
	 	 
	Launch

    +
    2 Weeks
	 	Payload
                                            Status

     

    (not
    a review)
	 	Customer
    delivers status of Payload after separation.	 	 	 	●Payload
    operations status



 


Notes:


 


	1.	Assumes
    the first day of the Launch Period as defined in the LSA until the Launch Date is further defined.
	2.	Depends
    on the trajectory, ground station locations, and other factors that may remain unknown as of Agreement Signature.


 




    	© Space Exploration Technologies Corp. All rights reserved.	Page 2 of 2



    	 



    

 



		SpaceX Policies

                                                                               


 













SPACEX
POLICIES


 


THE
FOLLOWING TERMS ARE IN ADDITION TO, AND INCORPORATED INTO, SPACEX’S LAUNCH SERVICES AGREEMENT. CAPITALIZED TERMS NOT DEFINED HEREIN
ARE DEFINED IN A CUSTOMER’S STATEMENT OF WORK FOR THAT PARTICULAR LAUNCH.


 


SPACEX
DISCLAIMER OF WARRANTIES


 


SpaceX
has not made, nor does it make, any representation or warranty, whether written or oral, express or implied, including, but not limited
to, any warranty of design, operation, quality, workmanship, suitability, result, merchantability, or fitness for a particular purpose
with respect to the Launch Vehicle, the Launch Services, or any associated equipment or services. Any implied warranties, including warranties
of merchantability and fitness for a particular purpose, are hereby expressly disclaimed.


 


SPACEX
RISK MANAGEMENT POLICY


 


	1.	Liability
    for Damages. In no event shall either SpaceX or Customer be liable for any indirect, special, incidental, exemplary, punitive
    or consequential damages, for specific performance, for the cost of procurement of substitute products or services, for lost revenues
    or profits, arising out of or related to the Agreement, howsoever caused and regardless of the theory of liability, whether based
    in contract, tort, equity or otherwise, including negligence, product liability, strict liability, or any other theory of liability.
	 	 
	 	To
    the fullest extent permitted by law, SpaceX’s total and cumulative liability arising out of or related to a Launch Services
    Agreement howsoever caused and regardless of the theory of liability, whether based in contract, tort, equity or otherwise, including
    negligence, product liability, strict liability, or any other theory of liability, shall in no event exceed the amounts received
    by SpaceX from Customer for the applicable Launch Services. To the fullest extent permitted by law, Customer’s total and cumulative
    liability arising out of or related to a Launch Services Agreement howsoever caused and regardless of the theory of liability, whether
    based in contract, tort, equity or otherwise, including negligence, product liability, strict liability, or any other theory of liability,
    shall in no event exceed an amount equal to the sum of all amounts received by and due and owing to SpaceX from Customer for the
    Launch Services. Customer shall be exclusively liable for any damage to the Payload and Payload-related equipment including, but
    not limited to, damage from static fires of the Launch Vehicle, other pre-Launch activities, Launch, and on-orbit operations. Except
    as expressly set forth below, Customer shall be responsible for procuring all insurances related to the Payload (with express waivers
    of subrogation as to SpaceX and its related third parties).
	 	 
	 	The
    limitations set forth in this Section shall not apply to (i) the Parties’ indemnification obligations, including such obligations
    in Section 5(c) below, and (ii) breaches of the Parties confidentiality obligations set forth in the NDA.


 




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	2.	Insurance.
    SpaceX shall satisfy (at its own expense) third-party launch liability insurance requirements in the amounts required by and
    consistent with applicable United States federal regulations and statutes governing commercial space launches. Such insurance shall
    cover death, bodily injury, property loss and damage to third parties for such launch activities as are prescribed by the Commercial
    Space Launch Act (“CSLA”) and the terms of the launch license issued to SpaceX pursuant thereto (“Launch Activities”).
    Third-party launch liability insurance does not cover any loss or damage to the Payload or any Customer property, equipment, or personnel
    (or the property, equipment, or personnel of Customer’s Related Third Parties). Insurance coverage for the Payload, Customer
    property, equipment, and personnel (and the property, equipment, or personnel of Customer’s Related Third Parties), shall be
    purchased by Customer (or one of its Related Third Parties) prior to the arrival of the Payload at the Launch Site, and shall contain
    an express waiver of subrogation as to SpaceX and its Related Third Parties. Customer shall provide certificates of insurance and
    relevant excerpts from such policies to SpaceX once such insurance is procured.
	 	 
	3.	Excess
    Third-Party Liability for Launch Activities. To the extent not covered by third-party launch liability insurance or eligible
    for coverage by the United States Government pursuant to the CSLA, SpaceX shall be exclusively liable to third parties for any death,
    injury, loss or damage arising out of or related to the Launch Activities caused by SpaceX or its equipment (including the Launch
    Vehicle or parts or components thereof), and Customer shall be exclusively liable to third parties for any death, injury, loss or
    damage arising out of or related to the Launch Activities caused by Customer or its equipment (including the Payload or parts or
    components thereof).
	 	 
	4.	Insurance
    Support. Subject to compliance with applicable law, the Parties shall cooperate with each other’s efforts to obtain and
    maintain, and to file and settle any insurance claims arising out of or related to activities relating to the performance of the
    Agreement. Such cooperation may include preparing a launch industry-standard insurance briefing package, responding to insurers’
    questions, delivering requested information regarding the Launch Vehicle and the Launch Range, conducting insurance briefings and
    facilitating site inspections as required to obtain and maintain such insurance.
	 	 
	5.	Cross-Waivers;
    Indemnification.
	 	 
	a.	Waivers.
    Customer and SpaceX agree not to sue or otherwise bring a claim against the other Party, such Party’s Related Third Parties,
    any Primary or Secondary Payload Customers, the Related Third Parties of any Primary or Secondary Payload Customer, or the U.S. Government
    or its contractors or subcontractors for any injury, death, property loss or damage (including, loss of or damage to the Payload,
    the Primary and Secondary Payload(s), the Launch Vehicle, or other financial loss), sustained by it or its employees, officers, directors
    or agents, arising out of or related to activities relating to the performance of the Agreement, regardless of fault. Such waiver
    shall not apply to claims for payments of the Launch Price, delay fees, late fees or termination fees, or charges for additional
    services under the Agreement.


 




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	b.	Extension
    of Waivers. Customer and SpaceX hereby agree to extend the waiver of claims and release of liability herein to their Related
    Third Parties, respective contractors, subcontractors and insurers, requiring them to waive (in writing) the right to sue or otherwise
    bring a claim against the other Party or that Party’s Related Third Parties, any Primary or Secondary Payload Customers or
    their Related Third Parties, or the U.S. Government or its contractors or subcontractors for any injury, death, property loss or
    damage (including loss of or damage to the Payload, the Primary and Secondary Payload(s), the Launch Vehicle, or other financial
    loss) sustained by them or any of their employees, officers, directors or agents, arising out of or related to activities relating
    to the performance of the Agreement.
	 	 
	c.	Indemnification.
    Customer and SpaceX hereby agree to indemnify and hold harmless the other Party from and against any liability or expense, including
    attorneys’ fees, resulting from (i) any suit or claim by the indemnifying Party’s Related Third Parties for any injury,
    death, property loss or damage (including loss of or damage to the Payload, the Launch Vehicle, or other loss) sustained by it or
    any of its employees, officers, directors or agents, arising out of or related to activities relating to the performance of the applicable
    Launch Services Agreement; and (ii) any suit or claim by a third party arising out of or related to an allegation that: (a) a Party’s
    performance under a Launch Services Agreement; or (b) the design, manufacture or operation of the Launch Vehicle (by SpaceX and its
    Related Third Parties) or Payload (by Customer and its Related Third Parties), or any corresponding support equipment, infringes
    any third party’s intellectual property rights.
	 	 
	d.	Indemnification
    Process. All indemnification obligations in this Agreement are subject to the indemnified Party (i) promptly notifying the indemnifying
    Party in writing of the claim; (ii) allowing the indemnifying Party control of the claim; (iii) not making any admission in relation
    to the claim or agreeing to any settlement without the prior written consent of the indemnifying Party; and (iv) cooperating with
    the indemnifying Party in the defense and any related settlement negotiations.
	 	 
	e.	Applicability.
    The obligation to waive claims shall apply to the Parties’ contractors, subcontractors and insurers (at every tier) that
    are involved in activities relating to the performance of the applicable Launch Services Agreement. The waivers shall apply regardless
    of the theory of liability, whether based in contract, tort, equity or otherwise, including negligence, product liability, strict
    liability, or any other theory of liability. Each Party agrees to obtain insurance to the extent it deems such insurance necessary,
    or no insurance if not deemed necessary, to cover death, injury, loss or damage for which it has waived the right to sue or bring
    a claim against the other Party, and each Party agrees to obtain a waiver of subrogation rights from any insurer providing such insurance
    coverage. Nothing in this Section 5(e) shall preclude either Party from suing or otherwise bringing a claim against its own Related
    Third Parties. The Parties agree to memorialize certain of the rights and obligations described in this Section 5(e) in an agreement
    advised or required by the appropriate U.S. regulatory authorities, to include execution of the form of cross-waivers found at this
    site:


 


Please
see the current form United States FAA Cross-Waiver at the following hyperlink:


 


http://www.ecfr.gov/cgi-bin/text-idx?SID=ca4bbb8cb08816a834838a65427aa135&node=pt14.4.440&rgn=div5


 


In
the event this link is ever inactive, the Form of Cross Waiver shall be the most recent Form of Cross-Waiver published in the United
States Code of Federal Regulations.


 




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