EX-10.19





 Exhibit 10.19 

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED
INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 

AMENDMENT NO. 1 TO 

SATELLITE PROGRAM CONTRACT 

BETWEEN 
 BLACKSKY
GLOBAL LLC 
 AND 

LEOSTELLA LLC 
 FOR THE
CONSTRUCTION OF 
 THE BLACKSKY SATELLITE CONSTELLATION 

  

			
	Confidential	  	














 This Amendment No. 1 (“First Amendment”) to the Satellite Program Contract
dated March 7, 2018 (the “SPC”) is entered into this 20th day of February 2019 and is made by and between LeoStella LLC, a Delaware limited liability company (“Contractor”) with offices at 12501 East Marginal Way South,
South Building, Tukwila, Washington 98168 and BlackSky Global LLC, a Delaware limited liability company (“Purchaser”) with offices at 1505 Westlake Avenue North, Suite 600, Seattle, Washington 98109. Contractor and Purchaser are referred
to herein individually as a “Party” and collectively as the “Parties”. Any capitalized terms in this First Amendment that are left undefined shall have that meaning ascribed to them in the SPC. 

Recitals 

Whereas, Purchaser has requested a new Satellite Delivery Schedule; 

Whereas, Contractor has considered the Purchaser’s request for a new Satellite Delivery Schedule; and 

Whereas, the Parties wish to memorialize their agreement with respect to a new Satellite Delivery Schedule in this First Amendment and
to update certain provisions within the SPC. 
 Now, therefore, the Parties hereto, in consideration of the mutual promises and
covenants herein expressed, agree as follows: 
 1.0     Article 4(A) and 4(B) of the SPC are amended as follows: 

(A)     Purchaser shall pay to Contractor for the Work to be performed the Total Price as set forth in in the table below and in
accordance with the payment plan and the other provisions of this Contract, as such Total Price may be adjusted in accordance with the provisions of this Contract. The Total Price shall be deemed to include all applicable transportation between
Contractor’s facilities and insurance charges up to transfer of risk of loss. 
 The Total Price shall be: 

 

									
	 Item
	  	Description	 	  	[***] Price in USD (per Spacecraft)	 
	 1-20
	  	 	Block-2 Spacecraft	 	  	$	3,950,000	 
		  				  	  
	  
	 
	 Total Price
	  
	  	$	79,000,000	 
		  				  	  
	  
	 

 (B)     Purchaser shall supply the Scout-04 Payload [***] and End
Item Data Package, for integration into the satellite production. The Scout-04 payload shall be delivered by 01 March 2019 and shall meet all requirements of [***] The cost for the Payload shall be the cost of
the [***] The [***] The cost for the Purchaser Furnished Scout-04 Payload is [***] borne by the Purchaser for the [***] The [***] 

  

			
	Confidential	  	1














 
amount shall be credited against the payment to be made by the Purchaser to the Contractor at the next milestone after the delivery date of the Payload according to the schedule described in
Exhibit C of the SPC. 
 2.0     Article 7(H) is amended as follows: 

(H)     .... 
 Contractor may request
status of payment by calling the Accounts Payable Administrator in Accounts Payable at [***] Purchaser may request invoice information by contacting Accounting department of contractor at [***] or another Contractor representative as designated by
the Contractor from time to time. 
 3.0     Article 20(A)(iv) is amended as follows: 

(iv)     Excluding the first two (2) Satellites, if the Contractor delivers (or notifies Purchaser it will deliver) a Satellite later
than the date of delivery set out in this SPC on [***] and the [***] between [***] delivered late is [***] or greater. 
 4.0
    Article 24(C) is hereby amended by adding the following sentence to the end of the paragraph: 
 This Warranty shall
not apply Satellite [***] with the exception of [***] 
 5.0     Article 25(B) is amended as follows: 

.... 
 All technical correspondence to the Purchaser will be
addressed to: 
 [***] Program Manager 
 Tel: [***] 

Email: [***] 
 All contractual correspondence to Contractor will
be addressed to (with copy to the Program Manager): 
 CEO 

Address: 
 ATTN: CEO 

LeoStella 
 12501 E. Marginal Way S. 

Tukwila, WA 98168 
 Email: [***] 

  

			
	Confidential	  	2














 All technical correspondence to Contractor will be addressed to (with copy to the Program Manager): 

CTO 
 Address: 

ATTN: CTO 
 LeoStella 

12501 E. Marginal Way S. 
 Tukwila, WA 98168 

Email: [***] 
 6.0     Article 30(A)
is amended as follows: 
  

					
	 Program Manager (Contractor)
	  	 	[	***] 
	 Program Manager (Purchaser)
	  	 	[	***] 

 7.0     Schedule C of the SPC is replaced, in its entirety, with the Schedule C attached, and
specifically incorporated herein by reference, to this First Amendment. 
 8.0     The terms and conditions of the SPC shall
apply and remain in force unless specifically amended by this First Amendment. To the extent there is any conflict between the specific terms of this First Amendment and the SPC, the First Amendment is intended to control and take precedence. 

Executed as of the date first indicated above. 
  

									
	BlackSky Global LLC	 		 	LeoStella LLC
					
	 By:
  
	 	 




  
	 		 	 By:
  
	 	 




  

	Name:	 	Nick Merski	 		 	Name:	 	Jean-Christophe Chautard
	Title:	 	V.P., Satellite Operations	 		 	Title:	 	CEO


  

			
	Confidential	  	3














 Schedule C 

[attached] 

  

			
	Confidential	  	4














 Exhibit C 

Milestone & Payment Schedule 

For the Construction Of 
 The
BlackSky Satellite Constellation 
  

			
	Document:	  	SPCJV1 Exhibit C: Milestone & Payment Schedule
		
	Contract#:	  	SPCJV1
		
	Revision	  	4
		
	Updated	  	12/12/2018
	
	Approved by LeoStella:
	
	Approved by BlackSky:


  
  

This document is Proprietary to Thales Alenia Space and BlackSky Global. This document is not to be reproduced, modified, adapted, published,
translated in any material form in whole or in part nor disclosed to any third party without the prior written permission of Thales Alenia Space and BlackSky Global. 

1 














 SPCJV1 Exhibit C 

Milestone & Payment Schedule 

Revision 4 
  

 Revision History 
  

					
	 Revision
	    	 Date
	  	 Changes

	Draft	    	10/8/17	  	Working draft, not configuration controlled
	1	    	10/13/17	  	Reference for fist closing
	2	    	2/15/18	  	Update for Second Close
	3	    	3/3/18	  	Formatting update for second close
	4	    	12/12/18	  	Updated according to change requests of schedule and price from BlackSky
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	


  
  

This document is Proprietary to Thales Alenia Space and BlackSky Global. This document is not to be reproduced, modified, adapted, published,
translated in any material form in whole or in part nor disclosed to any third party without the prior written permission of Thales Alenia Space and BlackSky Global. 

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 SPCJV1 Exhibit C 

Milestone & Payment Schedule 

Revision 4 
  

 TABLE OF CONTENTS 

 

							
	 1
	 	Milestone & Payment Schedule	  	 	4	 


  
  

This document is Proprietary to Thales Alenia Space and BlackSky Global. This document is not to be reproduced, modified, adapted, published,
translated in any material form in whole or in part nor disclosed to any third party without the prior written permission of Thales Alenia Space and BlackSky Global. 

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 SPCJV1 Exhibit C 

Milestone & Payment Schedule 

Revision 4 
  


	1	 MILESTONE & PAYMENT SCHEDULE 



Work to complete the Satellite Production for units Global-5 through Global-24
shall be performed according to the below milestones and contract payments. 
  

									
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This document is Proprietary to Thales Alenia Space and BlackSky Global. This document is not to be reproduced, modified, adapted, published,
translated in any material form in whole or in part nor disclosed to any third party without the prior written permission of Thales Alenia Space and BlackSky Global. 

4