EX-10.18





 Exhibit 10.18 

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. 

Execution Version 

SATELLITE PROGRAM CONTRACT 

BETWEEN 
 BLACKSKY
GLOBAL LLC 
 AND 

LEOSTELLA LLC 
 FOR THE
CONSTRUCTION OF 
 THE BLACKSKY SATELLITE CONSTELLATION 

CONTRACT NUMBER SPCJV1 













					
		 	TABLE OF CONTENTS	  	
	 	 	 Article
	  	Page
	 1.
	 	 Definitions
	  	[3]
	 2.
	 	 Scope and Exhibits
	  	[6]
	 3.
	 	 Purchaser’s Undertakings
	  	[6]
	 4.
	 	 Total Price
	  	[7]
	 5.
	 	 Satellite Design Responsibility
	  	[9]
	 6.
	 	 Delivery and Delivery Schedule
	  	[9]
	 7.
	 	 Payment
	  	[9]
	 8.
	 	 Inspection and Acceptance
	  	[12]
	 9.
	 	 Title and Risk of Loss
	  	[13]
	 10.
	 	 Access to [***]
	  	[13]
	 11.
	 	 Progress Meeting, Presentations and Reports
	  	[14]
	 12.
	 	 Intellectual Property Rights
	  	[14]
	 13.
	 	 Public Release of Information
	  	[14]
	 14.
	 	 Confidentiality
	  	[15]
	 15.
	 	 RESERVED
	  	[16]
	 16.
	 	 Limitation of Liability
	  	[17]
	 17.
	 	 Excusable Delays
	  	[18]
	 18.
	 	 RESERVED
	  	[20]
	 19.
	 	 Changes
	  	[20]
	 20.
	 	 Termination for Default
	  	[21]
	 21.
	 	 Termination for Excessive Excusable Delay
	  	[22]
	 22.
	 	 Stop Work
	  	[23]
	 23.
	 	 Dispute Resolution; Arbitration
	  	[25]
	 24.
	 	 Warranty
	  	[26]
	 25.
	 	 Communication and Authority
	  	[27]
	 26.
	 	 Long Lead Items
	  	[28]
	 27.
	 	 Licenses for Export
	  	[28]
	 28.
	 	 RESERVED
	  	[29]
	 29.
	 	 Options
	  	[29]
	 30.
	 	 Key Personnel
	  	[31]
	 31.
	 	 Indemnification and Insurance
	  	[32]
	 32.
	 	 Effective Date of Contract
	  	[33]
	 33.
	 	 Representations
	  	[33]
	 34.
	 	 RESERVED
	  	[34]
	 35.
	 	 General Provisions
	  	[34]


  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	2














 This Satellite Program Contract dated as of the 12th day of March 2018 (this
“Contract”), made between LeoStella LLC, a limited liability company organized under the laws of Delaware and having offices at c/o 1505 Westlake Ave North, Suite 600, Seattle, Washington 98109 (“Contractor”) and
BlackSky Global LLC, a limited liability company organized under the laws of Delaware and having offices at 1505 Westlake Avenue North, Suite 600, Seattle, Washington 98109 (“Purchaser”). Contractor and Purchaser are referred to
herein individually as a “Party” and collectively as the “Parties.” 
 Recitals 

Whereas, Purchaser desires to procure twenty (20) block 2 satellites, and the right to excercise Options and related services;

 Whereas, Contractor desires to provide the twenty (20) block 2 satellites and any Option when exercised by the Purchaser, all
in accordance with the terms and conditions of this Contract; and  
 Whereas, production of the satellites for the Purchaser
shall be and remain the priority of Contractor over any other procurement or program for any other customer. 
 Now therefore, the
Parties hereto, in consideration of the mutual promises and covenants herein expressed, agree with each other as follows: 
 Terms and
Conditions 
 Article 1. Definitions 

As used in this Contract, the following terms have the meanings indicated: 

“Available for Shipment” means that a Satellite has successfully undergone a Pre-Shipment Review in
accordance with section 5.4 of Exhibit A and that the Purchaser can take physical possession of it. 
 “Background IP” shall mean Intellectual
Property developed, owned by or licensed to the Contractor prior to entering into this Contract or outside the scope of this Contract which will be utilized or incorporated by Contractor into any Satellite under this Contract. 

“Batch” shall mean each group of [***] Spacecraft procured under this Contract including as Option Satellites. 

“Business Day” means a day which Purchaser and Contractor are both open for business, other than a Saturday, Sunday or other day on which commercial
banks in New York City and where the Contractor’s bank account is located are authorized or required by law to close. 

  

			
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 “Contract” shall mean this Satellite Program Contract between Purchaser and Contractor, including
all Exhibits referenced herein, and all amendments that may be made hereto and thereto. 
 “Contractor” shall mean LeoStella LLC. 

“Contractor Indemnitees” shall have the meaning ascribed to it in Article 31(B). 

“Day” shall mean, whether or not capitalized, a calendar day. 

“Delivery Date” shall mean the delivery date of Satellites as set forth in Article 6. 

“Delivery Schedule” shall mean the timetables for Delivery of the Satellites as set forth in Article 6 and Exhibit C. 

“Documentation” shall mean the documentation to be supplied by Contractor to Purchaser as listed in section 7.4 of Exhibit A. 

“EDC” shall mean the effective date of this Contract as set forth in Article 32. 

“Final Acceptance” shall be as described in Article 8(A) with respect to the Spacecraft. 

“Foreground IP” shall mean Intellectual Property developed by Contractor in the performance of Work under this Contract. 

“Intellectual Property” or “IP” shall mean all intellectual property, including without limitation, inventions, patents, copyrights, trade
secrets, Documentation including Technical Data, discoveries, technical know-how, techniques, procedures, methods, designs, improvements or innovations. 

“Intentional Ignition” shall mean the moment in time, as indicated in the automatic sequence control equipment, when the intentional ignition of the
first stage engine occurs or as otherwise defined in the launch services agreement between the Purchaser and the launch services provider. 
 “Key
Person” shall have the meaning ascribed to it in Article 30(A). 
 “Key Personnel” shall have the meaning ascribed to it in Article 30(A).

 “Licensed Items” shall mean any deliverable items being furnished pursuant to, or to be utilized in connection with, this Contract which
require the approval, permission or license from a government with respect to export control laws of such government. 
 “Milestone Events” shall
mean those milestones which are eligible for [***] as set forth in the column entitled [***]. 

  

			
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 “Option Ground Support Equipment” or “Option GSE” shall mean all equipment used or
necessary to permit the transportation, handling and test of the Spacecraft that may be ordered by Purchaser from Contractor under Article 29 as more fully set forth in section 9.1 of Exhibit A. 

“Option Satellites” shall mean the additional Satellites that may be ordered by Purchaser from Contractor by [***] under Article 29. 

“Option Support Services” shall mean the support services that may be ordered by Purchaser from Contractor under Article 29 as further detailed in
section 9.2 of Exhibit A. 
 “Options” shall mean optional or additional Satellites, equipment and services that may be ordered by Purchaser from
Contractor under Article 29. 
 “Party” or “Parties” shall mean one or both of Contractor and Purchaser. 

“Pre-Shipment Review” or “PSR” shall mean the review described in section 5.4 of Exhibit A. 

“Pre-Shipment Review Acceptance Certificate” shall mean the certification as set forth in Article 8,
provided by Contractor to Purchaser upon successful completion of a Pre-Shipment Review. 
 “Purchaser
Indemnities” shall have the meaning ascribed to it in Article 31(A). 
 “Purchaser Residents” shall mean the employees or representatives of
Purchaser located in Contractor’s facilities for the purpose of technical management of this Contract. 
 “Satellite” or
“Satellites” means the low earth-orbiting imaging satellite(s) to be constructed, integrated, tested and delivered by Contractor to Purchaser pursuant to this Contract, as specifically described in Exhibits A and B, which Exhibits shall be
sufficiently detailed and complete in order for the Contractor to be able to manufacture and deliver the Satellites. The term “Spacecraft” shall be interchangeable with the term “Satellite” and shall have the same meaning. 

“Stop Work Order” shall mean a written order from Purchaser to Contractor requesting that Contractor cease, and cause Subcontractors (as applicable)
to cease, performance of all or part of the Work for the period specified in such order, as such period may be extended in accordance with this Contract, as set forth in Article 22(A). 

“Storage Plan” shall mean a plan for the storage of one or more Spacecraft at the Contractor’s premises, as set forth in section 8 of Exhibit
A. 
 “Subcontractors” shall mean all subcontractors of Contractor at any tier. 

  

			
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 “Technical Data” shall mean information which is required for the design, development, production,
manufacture, assembly, operation, repair, testing, maintenance or modification of the Spacecraft, including documentation. 
 “Total Price” shall
mean the [***] amount payable for the Work as determined in accordance with Article 4(A). 
 “US Dollar” or “USD” shall mean a dollar of
United States currency. 
 “WIP” shall mean all Work in progress. 

“Work” shall mean all design, development, construction, manufacturing, labor, services, and acts of Contractor necessary to deliver to Purchaser
the Satellites, and including any and all Options once exercised. 
 Article 2. Scope and Exhibits 

(A)    Contractor shall provide the necessary personnel, material, services and facilities to perform the Work as a matter of priority in
terms of schedule, services and production over any other procurement or program performed for any other customer, in accordance with the terms and conditions of this Contract, including the listed Exhibits (in the order of precedence below) as
amended or supplemented from time to time, or incorporated by reference and made a part hereof, and to make delivery to Purchaser in accordance with the Delivery Schedule as provided in Article 6: 

Terms and Conditions of Contract 
 Exhibit A – Satellite
Statement of Work 
 Exhibit B – Satellite Technical Specification 

Exhibit C – Milestone and Payment Schedule 
 Exhibit D –
Option Price List 
 (B)    The scope of this Contract is the design, production, testing and delivery of the twenty
(20) Satellites and any and all Options once exercised, [***], and represents a firm commitment by Contractor and a firm order by Purchaser for all equipment and services. 

Article 3. Purchaser’s Undertakings 

(A)    Purchaser’s undertakings are contained in or identified in this Contract. In particular, Purchaser shall perform at no cost or
expenses to the Contractor the following activities and/or be responsible for: 
 (i)    any launch of the Satellites
and ensuring Satellites’ technical compatibility with any launch vehicles launching such Satellites, and 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	6














 (ii)    to the extent that they are necessary for the performance of the
Work, providing all reasonable assistance to the Contractor in obtaining and maintaining all governmental approvals, and 

(iii)    complying with all laws, regulations, permits, licences and governmental approvals that apply to this Contract,
and 
 (iv)    obtaining the necessary orbital location, frequency spectrum, and other approvals and licences in respect
of operation of the Satellites in compliance with all applicable laws and regulations including space law requirements and registering the Satellites. 

(v)    providing Purchaser Furnished Items to Contractor as set forth in section 6.4 of Exhibit A. 

(vi)    supporting Contractor’s mitigation and/or resolution of any technical issues arising during Contract
performance [***]. 
 (vii)    obtaining from Spaceflight Industries that it complies with its obligation under the
article 2.5 of the Technology License Agreement between Spaceflight Industries and Contractor to provide the Contractor with “the IPR and equipment necessary for JV to satisfy the Satellite Commitment” (this Technology License Agreement is
not attached but known by the Parties). 
 (B)    Contractor shall promptly notify Purchaser of any failure by Purchaser to perform any
of its obligations under this Contract which may cause Contractor to be delayed, to incur additional costs or liabilities, or both. In addition, Purchaser shall promptly notify Contractor in writing of any event which may delay or prevent the
performance by Purchaser of any of its obligations under this Contract which may cause Contractor to be delayed, to incur additional costs or liabilities, or both. 

Upon any failure by Purchaser to materially perform any of its obligations (other than its payment obligations) under this Contract that is reasonably likely
to cause Contractor to be delayed and/or to incur additional costs or liabilities, Contractor shall promptly notify Purchaser in writing. Purchaser shall then have a maximum thirty (30) days to remedy such failure, or such longer time as the
Parties may mutually agree. The Delivery Schedule shall be extended by the number of days taken by the Purchaser to remedy the default and to reflect the actual delay incurred by Contractor in the performance of the Work as a result of such failure
(such delay to be documented and provided to Purchaser) and in case of additional costs or liabilities, Purchaser shall pay to Contractor the reasonable costs incurred by Contractor as a result of such failure (such costs to be documented and
provided to Purchaser). 
 Article 4. Total Price 

(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. 

  

			
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 The Total Price shall be: 
  

									
	 Item
	  	Description	 	  	[***] Price in USD (per Spacecraft)	 
	 1-20
	  	 	Block-2 Spacecraft	 	  	$	 3,700,000	 
		  				  	  
	  
	 
	 Total Price
	  
	  	$	 74,000,000	 
		  				  	  
	  
	 

 Upon execution of all material Contractor supply chain contracts required to deliver the Spacecraft, the Parties agree the NTE
Price per Spacecraft and the Total Price set forth in the table directly above and the Milestone Payment Schedule in Exhibit C will be updated to reflect the contracted supply chain pricing by EDC plus two (2) months. For the purposes of
clarity, the update to reflect the contracted supply chain pricing under this Section 4(A) shall not include the Payload described in Section 4(B). The Parties agree such Payload shall be addressed in 4(B). 

(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 15 December 2018 and shall meet all requirements of [***] The cost for the Payload shall be the cost of the [***].
[***]. The cost for the Purchaser Furnished Scout-04 Payload is [***] borne by the Purchaser for the [***]. [***]. The [***] amount shall be credited against the payment to be made by the Purchaser to the
Contractor at milestone Month+2 of MRR Milestone described in Exhibit C. 
 (C)    In addition to the Total Price that Purchaser shall
pay in accordance with Article 4(A), Purchaser shall also be responsible for paying any and all taxes including sales taxes, charges, fees or duties of similar nature whatsoever levied with respect to the performance of the Contract in
Purchaser’s country (excluding taxes based on Contractor’s net income) or any political division thereof or in the country where the services under this Contract are performed (except for services rendered by Subcontractors in their
countries). Such payments will be made by Purchaser in compliance with the regulations in force at that time and will not be deducted from any payment of price called for pursuant to Article 4(A) of this Contract. Purchaser shall reimburse
Contractor for any payment to be made by Purchaser pursuant to this Article 4(C) but made by Contractor within thirty (30) Days of receipt by Purchaser of the electronic invoice with all relevant documentation evidencing liability for and
payment of such tax, charges, fees or duties provided for in this Article 4(C). 
 (D)    All payments by Purchaser pursuant to this
Contract shall be made without deduction or offset of any income taxes, withholding or similar taxes, if any, of any nature whatsoever levied by any country where the Work is performed or by the country from which payment is made, unless Purchaser
shall be compelled to make such deduction by government regulation, in which case Purchaser shall pay, within thirty (30) 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	8














 Days of receipt by Purchaser of the relating electronic invoice, any additional amount necessary in order
that the net amount of payments received by Contractor shall be equal to the amount of payments agreed to be paid pursuant to this Contract. 

(E)    Contractor shall be entirely responsible for all present and future taxes, levies and duties whatsoever imposed under this Contract
in any of Subcontractors’ countries, to the extent relating to the performance of the Work, which taxes shall be paid by Contractor or Subcontractors when they become due.  

Article 5. Satellite Design Responsibility 

Purchaser has Spacecraft design responsibility and authority from [***] when full Spacecraft design responsibility and authority (and associated
documentation) shall pass to Contractor: 
 (A) the date of [***] is Available for Shipment and [***]; or 

(B) a date mutually agreed upon by the Parties. 

Any additional costs and delivery schedule impact on the Contractor’s obligations resulting from any Spacecraft design defect up to transfer of design
responsibility and authority to the Contractor shall be borne by the Purchaser and be reflected in an amendment to the Contract. 

Article 6. Delivery and Delivery Schedule 

(A)    The Delivery Schedule is identified in Exhibit C. Delivery of a Spacecraft shall be deemed to have occurred at Final Acceptance of
the Spacecraft. 
 (B)    If any Spacecraft requires repair after Purchaser took physical possession of such Spacecraft and the cause of
such repair is attributable to the Contractor, all transportation from the location of the Spacecraft to the repair facility and back to the initial location of the Spacecraft shall be at the cost and expense of Contractor. 

(C)    Contractor shall promptly notify Purchaser in writing of any event which may delay or prevent the performance by Contractor of any
of its obligations under this Contract.  
 Article 7. Payment 

(A)    Payment terms shall be in accordance with this Article 7 and Exhibit C to this Contract. The first payment shall be paid by
Purchaser to Contractor no later than EDC plus five (5) Business Days. For all subsequent payments, Purchaser shall pay all invoices within thirty (30) Days after the date of receipt of an emailed invoice confirmed electronically and
subject to Purchaser’s written acceptance of a certification of compliance, design review, readiness review, or other review or Contractor document signifying the completion of a [***] as noted to be applicable with respect to each such
Milestone Event in [***].  

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	9














 (B)    If after ten (10) Business Days from the date of receipt of an emailed
invoice, Purchaser has not notified Contractor of a dispute of the invoice, stating the reason for such dispute, then such Milestone Events shall be deemed complete, and payment shall be due and payable within thirty (30) Days of receipt of the
emailed invoice. For purposes of Exhibit C, a Milestone Event shall be deemed to have been completed by Contractor when all requirements associated with the particular Milestone Event shall have been completed in accordance with the provisions of
this Contract. 
 If Purchaser disputes only part of a Milestone Event, then Purchaser shall pay to Contractor the amount corresponding to the undisputed
portion of such Milestone Event. 
 The Parties agree to negotiate in good faith the settlement of the disputed portion and the agreed upon amount shall be
paid by Purchaser after such settlement. No dispute with respect to the payment of any amount under this Contract shall relieve the disputing Party of its obligation to pay all other amounts due and owing under this Contract. The Parties agree that
a dispute over a Milestone Event payment shall not relieve Purchaser of its obligation to make subsequent payments. 
 (C)    All
payments set forth in the Contract will be invoiced by and paid to Contractor in USD. Should the Purchaser fail to make any payment which is deemed to be due and payable, the Purchaser shall then have to pay interest to the Contractor at the annual
rate equal to the sum of one-month LIBOR (London Inter Bank Offered Rate) in effect on the date on which the payment was due and payable, plus one and half percent (1.5%) (the “Interest Rate”)
applicable to any amount unpaid after its due date under this Contract. Interest on delayed payment pursuant to this Contract shall be computed commencing on the day following the date upon which such payment is deemed due and payable until the
actual date of receipt of payment. 
 (D)    Contractor may, from time to time, submit an invoice requesting partial payment for a
partially completed Milestone Event. If Purchaser, in Purchaser’s reasonable judgment, determines such partial payment to be appropriate under the circumstances, then Purchaser shall make such partial payment, and the remainder of the Milestone
Event payment shall be paid at such time as the Milestone Event is completed. 
 (E)    In the event that Contractor achieves any
Milestone Event in advance of the scheduled achievement date provided for in Exhibit C and provided that the cumulative amount of payments shall not exceed the schedule set forth in Exhibit C, then, subject to 

Purchaser’s agreement, Contractor shall be entitled to invoice Purchaser for such achieved Milestone Event. Purchaser shall pay for any such Milestone
Event, subject to having received the required supporting documentation. 
 (F)    Unless otherwise agreed in writing by the Party
entitled to payment, all transfers of funds in accordance with this Contract from one Party to the other Party shall be sent to 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	10














 the receiving Party by wire transfer of immediately available funds to the following bank accounts: 

LeoStella LLC 
 For payments in US Dollars: 

Pay To: Silicon Valley Bank 
 Pay To Address: 3003 Tasman Drive,
Santa Clara, CA 95054, USA 
 Account Name: [***] 
 Routing
Number: [***] 
 Account Number: [***] 
 SWIFT Code: [***] 

BlackSky Global LLC 
 For payments in US Dollars: 

Pay To: Silicon Valley Bank 
 Pay To Address: 3003 Tasman Drive,
Santa Clara, CA 95054, USA 
 Account Name: [***] 
 Routing
Number: [***] 
 Account Number: [***] 
 or such other account
as the relevant Party may specify from time to time in writing. 
 Any payment due by Purchaser shall be deemed to have been made when Contractor’s
bank account has been credited of the amount of such payment. 
 If any payment would otherwise be due under this Contract on any Day that is not a Business
Day, such payment shall be due on the succeeding Business Day. 
 (G)     Payments required to be made by either Party to this Contract
and not received within the due date plus ten (10) Days shall bear interest at the Interest Rate for each Day from the due date until the date of actual payment. Such interest due pursuant to this Article 7(G) will be included in the next
invoice. 
 (H)     Contractor shall send one (1) copy of each invoice to Purchaser by email to
finance@spaceflightindustries.com. 
 Contractor may request status of payment by calling the Accounts Payable Administrator in Accounts Payable at
[***]. Purchaser may request invoice information by calling the Contractor’s CEO, or another Contractor representative as designated by the Contractor from time to time. 

The address reference to be put on the invoice is: 
 BlackSky
Global LLC 
 1505 Westlake Avenue North, Suite 600 
 Seattle,
WA 98109, USA 

  

			
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 Contractor may send one (1) hard copy of each invoice to Purchaser at the address referenced above to
the attention of Accounts Payable Administrator. 
 Article 8. Inspection and Acceptance 

Contractor shall perform the following tests and reviews: 

(A)     Spacecraft 

(i)     Each Spacecraft shall undergo a Pre-Shipment Review, as described in
section 5.4 of Exhibit A. The Pre-Shipment Review shall take place within [***] (or such longer time as may be reasonably agreed by the Parties) after the later of (x) the receipt of the notice sent by
Contractor to Purchaser announcing the Contractor’s preparedness for Pre-Shipment Review and (y) the receipt by Purchaser of the required data deliverables for such review as described in section 7
of Exhibit A. Purchaser shall notify Contractor of its acceptance or rejection of the Pre-Shipment Review within [***] following performance of the PSR. Failure of Purchaser to so notify Contractor shall be
deemed to constitute acceptance of said PSR. Upon successful completion of the Pre-Shipment Review (i.e Pre-Shipment Review complies with the provisions of section 5.4
of Exhibit A), the Parties shall sign a Pre-Shipment Review Acceptance Certificate. If Purchaser objects, it shall provide detailed reasons for such objection to Contractor within [***] of performance of such Pre-Shipment Review or such longer time as may be reasonably agreed by the Parties having due consideration of the circumstances. Following Purchaser’s objection, Contractor shall work to provide such
additional information or work as may be necessary to address Purchaser’s objections, after which the Parties shall complete the Pre-Shipment Review as set forth in the preceding portions of this
subsection. In the absence of Purchaser at the PSR, the PSR shall be deemed to have been successfully completed and the Pre-Shipment Review Acceptance Certificate is deemed signed. 

After completion of the PSR, the Spacecraft shall be deemed Available for Shipment. 

(ii)     Final Acceptance of a Spacecraft shall occur upon signature of the
Pre-Shipment Review Acceptance Certificate. 
 (B)     Upon completion of a Milestone Event
other than for PSRs as set forth in Article 8 (A), Contractor shall issue and send to Purchaser a [***]. Purchaser shall notify Contractor of its acceptance or rejection of a Milestone Event within [***] from the date of receipt of the [***],
failing which such Milestone Event shall be deemed successfully completed and the [***] shall be deemed signed. In case of acceptance, the Parties shall sign the [***] no later than [***] after the acceptance event date. In case of rejection,
Purchaser shall state in writing the reasons for such rejection and Contractor shall 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	12














 implement necessary corrective measures. After such correction to the satisfaction of Purchaser, such
Milestone Event shall be deemed successfully completed and the Parties shall sign the [***]. 
 Article 9. Title and Risk of Loss 

(A)     Subject to the provisions of this Contract: 

(i)     Title to a Spacecraft shall pass from Contractor to Purchaser upon Final Acceptance. Risk of loss of or damage to a
Spacecraft shall pass from Contractor to Purchaser upon Purchaser taking physical possession of the applicable Spacecraft at Contractor’s premises. Purchaser shall take physical possession of the applicable Satellites within five
(5) Business Days from their Final Acceptance unless Purchaser places the applicable Satellites into storage per Article 29(D) in which case Purchaser shall take physical possession of the applicable Satellites within five (5) Business
Days from the date the storage period ends. 
 (ii)     [RESERVED]. 

Any loss or damage to such Satellites prior to Purchaser’s assumption of risk of loss shall be at Contractor’s risk, unless such loss or damage is
caused by the negligent acts or omissions or willful misconduct of Purchaser.  
 (B)     Title to Spacecraft shall pass to
Purchaser free and clear of any claims, liens, encumbrances and security interests of any nature. Contractor shall not grant to third parties any lien, encumbrance or security interest of any nature on Spacecraft. 

Article 10. Access to [***] 

(A)     Subject to applicable government regulations, provided reasonable notice has been provided by the Purchaser to the Contractor,
Contractor shall afford Purchaser access to all [***] pursuant to this Contract during the period of Contract performance as set forth in Exhibit C, provided that such access does not unreasonably interfere with [***]. 

(B)     Contractor shall afford Purchaser access to [***] to the extent Contractor obtains such access, subject to the right of Contractor
to accompany Purchaser on any [***] and subject further to the execution by Purchaser of such non-disclosure or similar agreements as may be required by Subcontractors. Contractor shall use its best efforts to
obtain access to [***]. 

  

			
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 Article 11. Progress Meeting, Presentations and Reports 

(A)     In addition to any other meetings called for under the provisions of this Contract, Contractor shall provide the personnel,
facilities, materials and support to conduct the following meetings and presentations with Purchaser, provided that such meetings and presentations do not unreasonably interfere with Contractor’s performance: [***]. 

(B)     Contractor shall deliver to Purchaser all reports as described in section 5.6 of Exhibit A. The Parties agree to utilize a secure,
electronic-based system for delivery of reports and documents (which may include exceptions on its use for certain documents). 
 Article
12. Intellectual Property Rights 
 (A)     Purchaser shall protect all Intellectual Property to which Purchaser has a right of
access pursuant to Article 10, or that is or may be disclosed by Contractor to Purchaser, from disclosure to third parties in the same manner in which Purchaser protects its own IP, in accordance with and subject to Article 14. 

(B)     Notwithstanding any other provision of this Contract, the ownership in and title to Background IP delivered to Purchaser by
Contractor in accordance with this Contract shall remain in Contractor or its licensors. Contractor hereby grants to Purchaser a fully paid up, non-exclusive, perpetual, irrevocable (except as set forth
herein), world-wide and non-transferable license (with right to sublicense to third parties) to use, duplicate, adapt, make derivatives and disclose its Background IP (and its related documentation) and for
the use, operation and maintenance of the Satellites and other deliverable items pursuant to this Contract. 
 (C)     Title to all
Foreground IP shall remain with Contractor. Contractor hereby grants to Purchaser a fully paid up, non-exclusive, perpetual, irrevocable (except as set forth herein), world-wide and non-transferable license (with right to sublicense to third parties) to use, duplicate, adapt, make derivatives and disclose its Foreground IP (and its related documentation) for the use, operation and maintenance
of the Satellites and other deliverable items pursuant to this Contract. 
 Article 13. Public Release of Information 

(A)     During the term of this Contract, Contractor shall not, nor shall its affiliates, subcontractors, employees, agents and
consultants, release items of publicity of any kind including, without limitation, news releases, articles, brochures, advertisements, prepared speeches, company reports or other information releases related to the work performed hereunder,
including the denial or confirmation thereof, without Purchaser’s prior written consent. 

  

			
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 (B)     Notwithstanding the foregoing, it is understood by the Parties that Contractor
is authorized to release information relative to the Work as may be required to notify its other customers as to satellite performance issues, provided that such information shall contain no identification of Purchaser or Purchaser’s
designation of Work, subject to government requirements. 
 (C)     Nothing contained herein shall be deemed to prohibit either Party
from disclosing this Contract, in whole or in part, or information relating thereto (i) as may be required by the rules and regulations of a government agency with jurisdiction over the disclosing Party or a stock exchange on which the
disclosing Party’s shares are then listed, (ii) as may be required by a subpoena or other legal process (iii) in any action to enforce its rights under this Agreement, (iv) to its lenders under appropriate assurances of
confidentiality for the benefit of the disclosing Party or (v) to its auditors, attorneys and other professional advisors in the ordinary course, provided that such auditors, attorney and advisors have contractual or professional obligations to
maintain the confidentiality of the disclosed material. The disclosing Party shall use reasonable commercial efforts to disclose only such information as it believes in good faith it is legally required to disclose pursuant to clauses (i) or
(ii), above, and will seek, to the extent reasonably available under applicable rules, to obtain confidential treatment for any information either Party reasonably considers trade secrets and that is required to be disclosed. To the extent
practicable, the disclosing Party shall provide the other Party with a reasonable opportunity in advance of disclosure to request redactions or deletions of specific terms and provisions of the Contract and shall accommodate those requests to the
extent reasonably consistent with applicable confidential treatment rules. 
 (D)     Within a reasonable time prior to a proposed
issuance of news releases, articles, brochures, advertisements, prepared speeches, and other such information releases concerning the Work performed hereunder, the Party desiring to release such information shall request the written approval of the
other Party concerning the content and timing of such releases. The Parties anticipate the issuance of press releases in connection with the execution of this Contract, which press releases shall be subject to approval by both Parties prior to
release. 
 Article 14. Confidentiality 

(A)     For the purposes of this Contract any proprietary information disclosed by one Party to the other, which is in writing and
appropriately and clearly marked as being confidential, or which is disclosed orally or visually and is confirmed by the disclosing Party in writing as being confidential and proprietary within fifteen (15) Days from disclosure (it being
understood that such information shall be protected as confidential during such fifteen (15) Day period), shall be treated by the recipient Party using the same degree of care that it would normally use in protecting its own proprietary
information. 

  

			
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 The recipient Party further agrees not to use or disclose such proprietary information for any purposes
whatsoever, without the prior written permission of the disclosing Party, except on a confidentiality basis in compliance with and for the purposes of this Contract. 

Proprietary information of Subcontractors disclosed by Contractor to the Purchaser shall be treated by the Purchaser in accordance with the provisions of this
Article 14. In addition, Contractor shall be entitled to disclose proprietary information received from the Purchaser to its Subcontractors for the sole purpose of performance of any Work under this Contract. 

(B)     The foregoing restrictions on use and disclosure of proprietary information will not apply to any information: 

a)     If such information is or becomes available to the public from a source other than the receiving Party before or
during the period of this Contract; or 
 b)     If such information is known by the recipient Party prior to its receipt
from the disclosing Party; or 
 c)     If such information is disclosed with the written approval of the disclosing
Party, such approval not to be unreasonably withheld or delayed; or 
 d)     If the recipient Party lawfully obtains
such information from a third party under circumstances permitting its disclosure by the recipient Party to others; or 

e)     If such information is independently developed by the recipient Party. 

(C)     No license under any patent, copyright, mask work protection right, trade secret, or any other intellectual property right of
either Party is granted by this Contract, except as provided in Article 12, or by any disclosure of proprietary information hereunder, and such proprietary information which may be transmitted or exchanged by either Party shall not constitute any
representation, warranty, assurance, guarantee, or inducement by one Party to the other Party with respect to the infringement of patents, copyrights, trade secrets, mask work protection rights, or any other intellectual property rights of others.

 (D)     The obligations in this Article 14 shall survive expiration or termination of this Contract for whatever cause for a period
of five (5) years from such date. 
 Article 15. Intellectual Property Rights indemnity 

Contractor shall not indemnify, defend and hold harmless Purchaser and its affiliates and their respective directors, officers, agents and employees, against
any claims, damages, losses, costs (including attorneys’ fees) incurred in connection with any claim, suit, or proceeding asserted or filed against Purchaser relating to infringement or alleged infringement of any Technical Data or any other
information or intellectual property right provided by the Purchaser to the Contractor as part of Exhibit A whether or not used by the Contractor to perform the Work under this Contract. 

  

			
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 Article 16. Limitation of Liability 

(A)     THE PARTIES EXPRESSLY RECOGNIZE THAT COMMERCIAL SPACE VENTURES INVOLVE SUBSTANTIAL RISKS AND RECOGNIZE THE COMMERCIAL NEED TO
DEFINE, APPORTION AND LIMIT CONTRACTUALLY ALL OF THE RISKS ASSOCIATED WITH THIS COMMERCIAL SPACE VENTURE. THE PAYMENTS AND OTHER REMEDIES EXPRESSLY SET FORTH IN THIS CONTRACT FULLY REFLECT THE PARTIES’ NEGOTIATIONS, INTENTIONS AND BARGAINED-FOR ALLOCATION OF THE RISKS ASSOCIATED WITH COMMERCIAL SPACE VENTURES. 
 EXCEPT AS SPECIFICALLY PROVIDED IN
THIS CONTRACT, CONTRACTOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTRACT OR THE PERFORMANCE OF CONTRACTOR OR THE WORK HEREUNDER, WHETHER ARISING AT LAW OR IN EQUITY AND ALL SUCH WARRANTIES AND
REPRESENTATIONS, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY ARE, TO THE EXTENT PERMITTED BY LAW, EXCLUDED. 
 (B)     IN NO EVENT SHALL
CONTRACTOR OR ITS SUBCONTRACTORS BE LIABLE TO PURCHASER FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING ANY LOSS OF PROFIT OR ANY OTHER SIMILAR LOSS) WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR UNDER ANY
OTHER THEORY OF LIABILITY RESULTING FROM ANY BREACH OF THIS CONTRACT OR WITH RESPECT TO ANY DEFECT, NON-CONFORMANCE OR DEFICIENCY IN ANY INFORMATION, INSTRUCTIONS, SERVICES OR OTHER THINGS PROVIDED PURSUANT TO
THIS CONTRACT. THE FOREGOING EXCLUSION SHALL APPLY WHETHER OR NOT FORESEEABLE OR EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPECIFICALLY, BUT WITHOUT LIMITATION TO THE FOREGOING, CONTRACTOR AND ITS SUBCONTRACTORS SHALL
NOT BE LIABLE TO PURCHASER FOR ANY SUCH DAMAGES RESULTING FROM ANY LOSS OR DESTRUCTION OF A SPACECRAFT OR FAILURE OF A SPACECRAFT OR ITS SUBSYSTEMS TO OPERATE SATISFACTORILY. 

(C)     IN NO EVENT SHALL PURCHASER BE LIABLE TO CONTRACTOR OR ITS SUBCONTRACTORS FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR
SPECIAL DAMAGES (INCLUDING ANY LOSS OF PROFIT OR ANY OTHER SIMILAR LOSS) WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY RESULTING FROM ANY BREACH OF THIS CONTRACT. THE FOREGOING EXCLUSION SHALL APPLY
WHETHER OR NOT FORESEEABLE OR EVEN IF PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

  

			
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 (D)     PURCHASER AND CONTRACTOR SHALL BE BOUND TO THE CUSTOMARY AND REASONABLE
FLOW-DOWN REQUIREMENTS OF ANY LAUNCH SERVICES AGREEMENT APPLICABLE TO CONTRACTOR REGARDING ALLOCATIONS OF RISK, WAIVERS OF SUBROGATION, INDEMNIFICATIONS AND INTER-PARTY WAIVERS OF LIABILITY INVOLVED IN LAUNCH OPERATIONS. SUCH FLOW-DOWN SHALL BE
INCLUDED IN AN AMENDMENT TO THIS CONTRACT TO BE ENTERED INTO AND CONFIRMED BETWEEN THE PARTIES PRIOR TO THE COMMENCEMENT OF LAUNCH SUPPORT SERVICES. 

(E)     PURCHASER AGREES TO ENTER INTO AGREEMENTS WITH ANY THIRD-PARTY LAUNCH SERVICES PROVIDER TO DISCLAIM ANY LIABILITY OF CONTRACTOR TO
SUCH LAUNCH SERVICES PROVIDER FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES. PURCHASER ALSO AGREES TO CAUSE ANY LAUNCH RISK INSURERS WITH RESPECT TO THE SATELLITES TO WAIVE ALL RIGHTS OF SUBROGATION AGAINST CONTRACTOR AND
SUBCONTRACTORS, PROVIDED THAT NO PROVISION HEREIN OBLIGATES EITHER PURCHASER OR CONTRACTOR TO PROCURE ANY LAUNCH OR IN-ORBIT INSURANCE. 

(F)     BOTH PARTIES’ SOLE AND EXCLUSIVE REMEDIES AND OBLIGATIONS FOR ANY BREACH OF THIS CONTRACT OR WITH RESPECT TO ANY DEFECT, NON-CONFORMANCE OR DEFICIENCY IN ANY INFORMATION, INSTRUCTIONS, GOODS, SERVICES OR OTHER THINGS PROVIDED PURSUANT TO THIS CONTRACT ARE LIMITED TO THOSE SET FORTH IN THIS CONTRACT, AND ALL OTHER REMEDIES OR RECOURSE
AGAINST THE OTHER PARTY OF ANY KIND ARE EXPRESSLY DISCLAIMED AND FOREVER WAIVED. 
 (G)     NOTWITHSTANDING ANY OTHER LANGUAGE IN THIS
CONTRACT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY (A) WITH RESPECT TO ANY BATCH EXCEED THE TOTAL PRICE FOR SUCH BATCH; AND (B) WITH RESPECT TO ANY CLAIM ARISING FROM THIS CONTRACT NOT RELATED TO A BATCH,
EXCEED THE TOTAL PRICE SET FORTH IN ARTICLE 4(A). 
 Article 17. Excusable Delays 

(A)     Any delay or failure in the performance of a Party’s obligations under this Contract 

(other than payment obligations) shall be excused, and such Party will not be liable for, or be in default for, such delay or
non-performance, if the cause of the delay or non-performance is, in whole or in part, beyond such Party’s reasonable control and without the negligence of such
Party (or its Subcontractors at any tier). 
 For the avoidance of doubt, the Contractor’s obligations under this Agreement shall be excused by delay
or failure of Spaceflight Industries, Inc. in meeting its obligations under the Contribution Agreement executed by and between Spaceflight Industries, Inc. and LeoStella, LLC on March 12, 2018. 

  

			
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 Purchaser acknowledges that following the end of an excusable delay event Contractor shall resume full
performance as soon as commercially practicable and the schedule of performance shall be deemed modified to reflect such recommencement of performance. Payments obligations of Purchaser shall be suspended only for the portion of Contractor’s
performance of Work affected by the excusable delay. Depending on the consequences of the excusable delay event the Parties agree to modify affected provisions of the Contract as necessary. 

(B)     Excusable delays shall be conclusively deemed to include, but are not limited to Acts of God or of the public enemy; acts or
omissions of governmental bodies, in their sovereign capacities or contractual capacities (including the inability to obtain and/or the suspension, withdrawal, or non-renewal of export or import licenses
required for the performance of the Contract and such inability to obtain and/or the suspension, withdrawal, or non-renewal of export or import licenses is not due to the negligent actions or inaction of the
Contractor), provided Contractor shall have taken reasonable steps to mitigate any such effects by due diligence; acts of war (declared or undeclared), fires, earthquakes, floods, other unusually severe weather conditions such as hurricanes,
tornadoes and typhoons, epidemics, quarantine restrictions, strikes, component or parts alerts or malwares the effects on Contractor’s performance hereunder of which were not reasonably foreseeable or reasonably mitigatable by Contractor, labor
and other industrial disputes of a nature not primarily related to Contractor’s employees, terrorist acts and freight embargoes, sabotage, riots, failures or interruptions in essential services or equipment (e.g., electrical power,
telecommunications, fuels, water); embargoes and other transportation failures; 
 (C)     The Party whose performance is delayed under
Section 17(A) shall give notice in writing to the other Party within [***] after an excusable delay has occurred or such notifying Party knows of an excusable delay, whichever is later. Notwithstanding the foregoing, a Party’s failure to
provide such notice shall not prevent such an event from qualifying as an excusable delay, except to the extent the failure to so notify prejudices the other Party’s ability to mitigate the impact of the delay or non performance. Such notice
shall also be given at the termination of the excusable delay. The delivery requirements shall only be extended, upon mutual agreement of the Parties, by such period of time as is justified by the evidence forwarded in the notice, but in any event
not less than one (1) Day for one (1) Day of excusable delay. 
 (D)     Should excusable delays total, or be likely (as
reasonably determined by Purchaser) to total, [***], Purchaser, at its option, may terminate this Contract with respect to undelivered Spacecraft by written notice to Contractor and the conditions of Article 21 shall apply. Purchaser’s right to
terminate pursuant to this Article 17(D) shall not apply to the extent that excusable delays do not affect Contractor’s ability to perform (i.e., such excusable delays affect Purchaser only). 

  

			
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 Article 18. RESERVED 

Article 19. Changes 

(A)     Purchaser may from time to time between EDC and completion of this Contract, by written change order issued by Purchaser, make
changes within the general scope of this Contract regarding the Spacecraft, the services or in any drawings, designs, specifications, methods of shipment or packing, quantities of items, places of delivery, delivery timeline, additional Work, or the
omission of Work. Purchaser shall submit any change order with the minimum information as follows: (i) a short summary of the change; and (ii) a detailed description of the envisaged tasks necessary to effect the change in a brief
statement of work. The Contractor shall submit to the Purchaser within [***] of receipt of the change order a comprehensive proposal including the analysis of the impact on the Delivery schedule or other provisions of the Contract and price for the
envisaged change. The Parties shall negotiate the terms of the change order, including the price therefor, before the change order becomes effective, or Purchaser may issue the change order without such negotiation, as set forth in Article 19(B)
provided that the Contractor is reasonably expected to perform the change. 
 The Contractor may from time to time between EDC and completion of this
Contract, by written proposal suggest changes within the general scope of this Contract regarding the Spacecraft, the services or in any drawings, designs, specifications, methods of shipment or packing, quantities of items, places of delivery,
delivery timeline, additional Work, or the omission of Work. If the Purchaser agrees (in Purchaser’s sole discretion) to the implementation of the suggested change to the Contract to be made in respect thereof, the Contractor shall proceed
therewith, upon conditions as agreed by the Parties. 
 (B)     If any change order causes an increase or decrease in the price of, or
the time required for, Contractor’s obligations under this Contract, and the Parties do not negotiate such terms before the change order becomes effective, in accordance with Article 19(B), an equitable adjustment in the price or Delivery
Schedule or both shall thereafter be negotiated by the Parties and this Contract shall be modified in writing accordingly provided that Contractor shall begin the work related to the change if and when Contractor has received from Purchaser a
financial commitment acceptable to Contractor to begin such work. Notwithstanding the foregoing Contractor shall not be obliged to implement a change order related to the modification of the Delivery Schedule (earlier delivery) if Contractor is not
able to comply with this change order. 
 (C)     Any claim for adjustment under this Article shall be deemed waived unless asserted in
writing (with the amount of the claim) within [***] from [***]. 
 (D)     For the avoidance of doubt the Purchaser is not entitled to
[***] ordered at EDC through a [***] nor [***]. 

  

			
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 Article 20. Termination for Default 

(A)    Purchaser may, by written notice to Contractor, issue a written notice of Default (the “Default Notice”) to Contractor,
if: 
 (i)     there is a material breach by Contractor in the technical compliance during the construction and
assembly, integration and test, of Satellites in accordance with the Contract; or 
 (ii)     Customer reasonably
determines there will be (or there is) a delay of [***] greater than [***] beyond the applicable delivery date; or 
 (iii)
    Customer reasonably determines there will be (or there is) a delay of greater than [***] beyond the [***]; or 

(iv)     Contractor’s delivery rate for the [***] and any [***] ordered so as to ensure continuous production flow
falls below [***] for [***] except for [***]. 
 (B)     After Purchaser issues a Default Notice in connection with any of the
circumstances in Article 20(A), Contractor shall within [***] of such notice submit to Purchaser a plan (“Plan”) for either (a) correcting the default in the case the Default Notice is issued under Article 20(A)(i) and/or Article
20(A)(iv); or (b) achieving the [***] in the case the Default Notice is issued under Article 20(A)(ii); or (c) achieving the [***] in the case the Default Notice is issued under Article 20(A)(iii). If the Plan demonstrates to the mutual
agreement of the Parties that the Contractor default will be either remedied or [***] on or before the applicable [***], then such Plan shall be implemented by Contractor and the Delivery Schedule or other provisions of this Contract shall be
adjusted as the Parties shall mutually agree. 
 (C)     If, during production, Contractor becomes aware of the occurrence or the likely
occurrence of any of the conditions described in Article 20(A), it shall promptly, and in any event within not more than [***], notify Purchaser in writing. 

(D)     If Purchaser gives Contractor a Default Notice and Contractor fails to respond within the time period (if any) specified above in
Article 20(A), Purchaser may terminate this Contract, in whole or in part at its option, upon notice (the “Termination Notice”) to Contractor and without further period for cure. 

In the event of a termination pursuant to this Article 20(A), then, on demand from Purchaser, Contractor will [***]. No [***] shall be made with respect to
Spacecraft for which Final Acceptance has occurred at the time of 

  

			
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termination. Contractor shall make this [***] within [***] of receipt of Purchaser’s written notice of termination of this Contract. In the event that Purchaser demands the [***] as
described above, then such [***] shall be Purchaser’s sole and exclusive remedy for such termination. 
 Contractor shall keep title and ownership to
all terminated WIP and shall be free to sell or dispose of such WIP to any third party without restrictions. Purchaser shall take all reasonable necessary action for the protection and preservation of the Work in possession of Purchaser in which
Contractor has an interest under this Contract, and Purchaser shall deliver to Contractor such work in its possession at Contractor’s expense. 

(E)     If, after notice of termination under the provisions of this Article, it is determined that Contractor was not in default under
the provisions of this Article or that the delay was excusable under the provisions of Article 17, the rights and obligations of the Parties shall be the same as if notice of termination had been issued pursuant to Article 21. 

(F)     So there is no misunderstanding, it is agreed that Purchaser shall not be entitled to terminate the Contract for default with
respect to any Satellite after Final Acceptance of such Satellite. In addition, termination of the Contract shall not affect Contractor’s obligations as set forth in the Contract with respect to Spacecraft and other items already delivered.

 Article 21. Termination for Excessive Excusable Delay 

(A)     Purchaser, by written notice to Contractor to be effective [***] following the date of such notice, may terminate this Contract in
whole or in part for an excusable delay that meets the requirements of Article 17(D) in accordance with the terms of this Article 21. In such case, Contractor shall immediately stop Work as directed in the termination notice and make its reasonable
best efforts to mitigate costs. 
 (B)     In case of termination for excessive excusable delay, Contractor shall be entitled to be paid
all [***] payable by Contractor on such costs as a result of such termination if any shall be documented to Purchaser, added to such costs and paid by Purchaser) for all Work performed plus [***]. A claim for such costs shall be submitted by
Contractor to Purchaser within [***] from the date of notice of termination. The Parties shall agree upon the final termination charges to be paid to Contractor within [***] after the date of submission by Contractor of its claim. 

(C)     Purchaser shall pay Contractor the termination charges within [***] following the date of receipt of an itemized invoice from
Contractor. Final payment shall be the [***]. In the event the amount of these [***], Contractor will [***] to Purchaser within [***] following the date of receipt of an invoice from Purchaser. 

  

			
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 Subject to the prior approval of Purchaser and subject to restrictions that may be imposed under applicable
Governmental authorizations, [***]. The license granted to Purchaser under Article 12 shall continue [***] completed by Contractor and paid for by Purchaser pursuant to this Contract. 

If requested by Purchaser and to the extent reasonably practicable, Contractor shall use commercially reasonable efforts to [***]. In such case, the [***], as
negotiated in good faith by the Parties, less the reasonable and demonstrable [***] and the reasonable costs incurred by Contractor for [***], shall be [***]. 

(D)    Notwithstanding the provisions of this Article 21, Purchaser shall not be entitled to terminate the Contract for excessive
excusable delay with respect to a Spacecraft after its Final Acceptance. 
 Article 22. Stop Work 

(A)    Stop Work by Purchaser 

(i)     Purchaser may, at any time, by written notice to Contractor (the “Stop Work Order”), direct Contractor to
suspend performance of whole or part of Work for a maximum [***] but not less than [***] and with a [***] Said Stop Work Order shall specify the [***]. Upon receiving any such Stop Work Order, Contractor shall promptly suspend further performance of
[***], and during the period of such suspension shall [***]. 
 (ii)     Purchaser may, at any time during the stop
Work, either (a) direct Contractor to resume performance of the Work by written notice to Contractor, and Contractor shall resume diligent performance of the Work, provided that (x) the Delivery Schedule is adjusted to reflect the stop
Work and the time required by Contractor to recommence performance, (y) other affected provisions of the Contract shall be adjusted, and (z) Contractor is compensated for its costs as defined in Article 22(A)(iii) below; or
(b) terminate whole or part of the Contract pursuant to Article 21, in which case the costs incurred by Contractor and its Subcontractors as a result of the stop Work as defined in Article 22(A)(iii) shall be added to the termination charges to
be paid pursuant to Article 21. 
 (iii)     Contractor shall be compensated for [***]. Contractor shall invoice
Purchaser for such costs, and Purchaser shall pay such invoice within [***] from the date of invoice. Invoices will not be issued more frequently than [***] during a stop Work. 

  

			
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 (B)     Stop Work by Contractor 

(i)     In the event Purchaser fails to make any payment in due time as required pursuant to this Contract, Contractor
shall notify Purchaser in writing of such failure. If such failure is not cured by Purchaser within [***] after the date of such notification made by Contractor, Contractor shall be entitled to immediately stop the Work under this Contract. 

If Purchaser pays Contractor all amounts then due and owing on or before [***] from the date Contractor has stopped the Work as defined above, Contractor
shall resume any Work suspended as reasonably and promptly as possible provided that (a) Purchaser has paid to Contractor all costs and expenses incurred as a result of the stop Work hereunder and (b) the schedule of the Contract shall be
adjusted (provided such schedule adjustment shall not be less than one Day for each Day of Work stoppage). 
 (ii)    
In the event Purchaser fails to perform any material obligations (other than those expressed in Article 22(B)(i), Contractor shall notify Purchaser in writing of such failure. If such failure is not cured by Purchaser within [***] after the date of
such notification made by Contractor, Contractor shall be entitled to immediately stop the Work under this Contract. 
 If Purchaser fails to cure the
material breach or payment default within [***] from the date Contractor has stopped the Work as defined above, Contractor shall be entitled to immediately terminate the Contract by written notice sent to Purchaser and the provisions of Article
22(B)(iv) shall apply. 
 If Purchaser cures the material breach on or before [***] from the date Contractor has stopped the Work as defined above,
Contractor shall resume any Work suspended as reasonably and promptly as possible provided that (a) Purchaser has paid to Contractor all costs and expenses incurred as a result of the stop Work hereunder and (b) the schedule of the
Contract shall be adjusted (provided such schedule adjustment shall not be less than one Day for each Day of Work stoppage). 
 (iii)
    In the event of termination of the Contract by Contractor pursuant to this Article 22(B), Purchaser shall be liable to Contractor for the charges payable pursuant to Article 21(B) which shall include all costs and expenses
incurred as a result of the stop Work hereunder, but in no event to exceed [***] 
 (iv)     In the event of a
bankruptcy filing by or against Purchaser, and the occurrence of a post-bankruptcy default by Purchaser, Purchaser consents to a modification of the stays of proceedings to permit Contractor to exercise such rights and remedies as may be available
to it under the Contract or applicable law, including, but not limited to, the right to suspend performance, terminate the Contract and exercise rights under other agreements with Purchaser. 

  

			
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 Further, Purchaser consents that any preliminary hearing on a request under U.S. Bankruptcy Code section
362(d) (or under any successor statute or rule) by Contractor for a modification of the stays of proceedings (a “Modification of the Stays Motion”) shall be combined with a final hearing so that such hearing may be concluded not less than
thirty (30) days after the filing of Contractor’s Modification of the Stays Motion. 
 Purchaser acknowledges that the provisions of this Article
22(b)(iv) are critical elements of the transaction to Contractor. The Parties have consulted legal counsel experienced in such issues, and agree that a provision of this type is beneficial in these circumstances. 

Article 23. Dispute Resolution; Arbitration 

(A)     Any dispute or disagreement arising between the Parties in connection with any interpretation of any provision of this Contract,
or the compliance or non-compliance therewith, or the validity or enforceability thereof, or any other dispute under any Article hereof shall be elevated to the chief executive officer of each Party upon the
delivery by either Party to the other of notice in writing that such dispute or disagreement exists. Within [***] following the delivery of such notice, the chief executive officers of Purchaser and Contractor shall consult and attempt to reach a
resolution of the dispute in good faith. Any dispute which is not settled to the mutual satisfaction of the chief executive officers of Purchaser and Contractor shall be submitted by the most diligent Party to the chief executive officers of
Spaceflight Industries, Inc. and Thales Alenia Space who shall consult and attempt to reach a resolution of the dispute in good faith. Provided the chief executive officers of Spaceflight Industries, Inc. and Thales Alenia Space come to an
agreement, such agreement shall be final and binding on the Parties to this Contract. 
 (B)     Any dispute which is not settled to the
mutual satisfaction of the Parties within [***] (or such longer period as may be mutually agreed) from the date that the chief executive officers of [***]. and [***] begin the consultations under Article 23(A) shall be settled by arbitration in the
English language administered by the Rules of Arbitration of the International Chamber of Commerce in effect on the date that such notice is given, except as otherwise specified herein. The place of arbitration shall be New York City, New York,
U.S.A. 
 The IBA Rules on Taking Evidence in International Commercial Arbitration shall apply to the evidentiary stage of the arbitration. 

(C)     The arbitrators shall not alter or modify the terms and conditions of this Contract but shall consider the pertinent facts and
circumstances and be guided by the terms and conditions of this Contract. If a solution is not found in the terms and conditions of this 

  

			
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Contract, the arbitrators shall apply the laws of the State of New York, U.S.A., excluding its conflict of law rules that would result in the application of any other law. The arbitration award
made shall be final and binding upon the Parties, their successors and assignees, and judgment may be entered thereon, upon the application of either Party, by any court having jurisdiction. Each Party shall bear the cost of preparing and presenting
its case including its own attorneys’ fees; and the cost of arbitration, including the fees and expenses of the arbitrator or arbitrators, will be shared equally by the Parties. 

Article 24. Warranty 
 (A)
    Contractor warrants that each Spacecraft shall be free from material defects in materials and workmanship and will conform to the requirements in Exhibit B. This warranty shall start upon the date [***] and shall run for a
period of [***]. 
 (B)     Without waiver of its right to terminate this Contract for default, Purchaser shall have the right, at any
time during the period of this warranty and irrespective of prior inspections or acceptance, to require that [***] written notice sent to Contractor (detailing to which extent [***]) be [***], at [***]. 

(C)     The Contractor’s obligations under this Article 24 shall not extend to [***] of any Satellite by [***] or [***], or to damage
arising from [***] the Satellite or [***] without the Contractor’s written consent. Furthermore, the warranty is contingent upon the [***]. If the defect is not covered by this warranty, the Purchaser shall pay the Contractor the cost of
Purchaser-requested repairs or replacement, the transportation charges and a reasonable profit. Such repair cost shall be invoiced to the Purchaser pursuant to the provisions of this Contract. 

(D)     EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT, NO OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, SHALL APPLY TO THE GOODS AND SERVICES HEREUNDER AND THE REMEDIES PROVIDED HEREIN ARE THE SOLE REMEDIES FOR FAILURE BY CONTRACTOR TO FURNISH WORK THAT IS FREE FROM
DEFECTS IN MATERIAL OR WORKMANSHIP AND CONFORMANCE WITH REQUIREMENTS AS SET FORTH IN THIS ARTICLE 24. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. ALL OTHER WARRANTIES OR CONDITIONS
IMPLIED BY ANY OTHER STATUTORY ENACTMENT OR RULE OF LAW WHATSOEVER ARE EXPRESSLY EXCLUDED AND DISCLAIMED. 

  

			
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 Article 25. Communication and Authority 

(A)     The name of the Purchaser’s Program Manager with authority to issue technical direction within the scope of this Contract
will be notified to the Contractor within 20 Days from EDC. The name of the Contractor’s Program Manager with authority to accept such direction will be notified to the Purchaser within 20 Days from EDC. Notwithstanding Article 25(A), the
foregoing Program Managers are authorized (i) to initial the Exhibits and any modifications thereto, and (ii) to execute the waivers of technical compliance with the specifications in the Exhibits. 

(B)     All contractual correspondence to Purchaser will be addressed to (with copy to the Program Manager): 

Legal Department 
 ATTN: General
Counsel 
 1505 Westlake Ave. N., Suite 600 

Seattle, WA 98109, USA 
 Tel:
+1.206.342.9934 
 Email: legal@spaceflightindustries.com 

All technical correspondence to Purchaser will be addressed to:- 

[***] 
 Director, Constellation
Operation 
 Tel: [***] 
 Email:
[***] 
 All contractual correspondence to Contractor will be addressed to (with copy to the Program Manager): 

CEO 
 Address: (to be provided
within 20 Days of EDC) 
 Email: (to be provided within 20 Days of EDC) 

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

CTO 
 Address: (to be provided
within 20 Days of EDC) 
 Email: (to be provided within 20 Days of EDC) 

(C)     In a time critical situation, such as in the case of failures or suspected failures of the Satellite mission or other operational
or technical matters requiring immediate attention, notice may be given by telephone. Any notice given verbally will be confirmed in writing as soon as practicable thereafter in accordance with Article 25(D). 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	27














 (D)     Except as provided in Article 25(C), all notices, demands, reports, orders and
requests hereunder by one Party to the other shall be in writing and deemed to be duly given on the same Business Day if sent by electronic means (i.e., electronic mail) or delivered by hand during the receiving Party’s regular business
hours, or on the date of actual receipt if sent by pre-paid overnight, registered or certified mail. 
 (E)
    The Parties agree to cooperate in implementing the use of electronic signatures, provided that such use is consistent with applicable law. 

Article 26. Long Lead Items 
 The Parties
acknowledge that the Purchaser signed or will sign one or more subcontracts with third party manufacturers prior to this [***] onto the first twenty Satellites. Provided the rights and obligations of the Purchaser under the subcontracts are fully
assigned to the Contractor upon [***], the Contractor agrees to [***] under this Contract. Evidence of such [***] be given by the Purchaser to the Contractor. If the assignment of one or more of such subcontracts occurs after [***], the Contractor
agrees to [***] under this Contract. Evidence of such [***] be given by Purchaser to Contractor. If Purchaser is unable to assign one or more of the subcontracts to the Contractor, Purchaser shall [***] under terms and conditions mutually agreed to
by the Parties. Under such circumstances, Contractor agrees to [***] under this Contract. Evidence of such [***] be given by Purchaser to Contractor. 

Article 27. Licenses for Export 
 (A)
    This Contract is subject to all applicable United States laws and regulations relating to the export of Licensed Items and to all applicable laws and regulations of the country or countries to which such Licensed Items are
exported or are sought to be exported. Contractor and Purchaser shall fully comply with all requirements of any Technical Assistance Agreement related to the substance of this Contract, whether included as an Exhibit hereto or not. 

(B)     Without limiting the scope of Article 27(A), Contractor shall obtain all approvals and licenses required by the laws and
regulations of the country or countries to which the Licensed Items are exported or are sought to be exported. Purchaser shall use its reasonable best efforts to obtain all US government approvals and licenses to export Licensed Items. 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	28














 (C)     If a government refuses to grant a required approval or license to export the
Licensed Items, or revokes or suspends an approval or license subsequent to its grant, or grants a license or approval subject to conditions, then (i) this Contract shall, nevertheless, remain in full force and effect unless terminated pursuant
to Article 21, and (ii) the Delivery Schedule shall be adjusted on a day-for-day basis for each day that Contractor is impacted by such action or inaction of the
United States government. Such government action or inaction shall not modify in any way the rights and obligations of the Parties under this Contract except to relieve Contractor of any obligations which cannot be performed without such an approval
or license. 
 (D)     The Parties confirm that their performance of, and obligations under, this Contract is in all matters subject to
the provisions of this Article 27, notwithstanding that (i) other Articles (including without limitation those paragraphs in Articles 8 and 9) and Exhibits may not specifically reference Article 27, and (ii) other Articles and Exhibits may
state that they are subject to compliance with other Articles of this Contract. 
 Article 28. RESERVED 

Article 29. Options 
 (A)
    If the Purchaser requires Contractor to furnish additional Work in accordance with the following option provisions, Contractor shall submit a technical, schedule and price proposal to the Purchaser for such additional Work
and the Parties shall negotiate in good faith to agree on the scope, schedule and price for such option prior its implementation. 
 (i)
    Option Ground Support Equipment 
 (ii)     Option Support Services 

(iii)     Option Item Procurement 

(B)     Option Satellites 
 Purchaser shall
have the option to order from Contractor up to forty (40) additional Spacecraft having identical performance specifications (each such additional Spacecraft an “Option Satellite” and, collectively, the “Option Satellites”)
by [***] under the following conditions and those set forth in Exhibit D: 
 In the event that Purchaser’s order with respect to any Option Satellites
under this Article 29 is placed under circumstances that require additional personnel, material, services or facilities in order for the Contractor to manufacture and deliver such additional Satellites and that Contractor is unable to secure
additional capital for expansion, then the order shall not be binding on Contractor unless Purchaser pays an amount additional to the applicable satellite price, sufficient to cover the cost of such personnel, material, services or facilities. 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	29














 In any case, in case of obsolescence of components, Contractor reserves the right to renegotiate in good
faith with Purchaser the price and schedule for these Option Satellites. 
 (C)     Negotiation of Option Satellite Price and other
terms 
 In the event that Purchaser desires to order Option Satellites as set forth in Article 29(B) with performance specifications that
materially deviate from the Exhibit B, Purchaser shall so notify Contractor in writing. Purchaser shall deliver together with such notice one or more change orders, in accordance with Article 19, detailing any necessary changes to the Contract and
the Exhibits hereof with respect to such Option Satellites. Contractor shall, within [***] generally and in any case not exceeding [***] after receipt of such notice, [***] for the Option Satellites together with [***], and documentation and details
supporting and providing the basis for [***] as well as other impacts on the provisions of this Contract. The Parties shall negotiate in good faith the [***] and other affected terms of the Contract within [***] following receipt of
Contractor’s proposal. Upon written agreement the Parties shall be bound by the terms and conditions of this Contract as amended for such Option Satellites. Should the Parties fail to agree within [***] following receipt of Contractor’s
proposal then [***] 
 (D)     Option for storage 

(i)    If, for any reason other than the fault of Contractor, Purchaser so requests of Contractor, after successful
completion of [***], Contractor shall place a Spacecraft in storage in its premises to store that Spacecraft in adequate conditions. The Purchaser may request the Contractor store up to [***] in accordance with Exhibit A, Section 8, for a total
annual price of [***] per [***] per batch of up to [***] Purchaser shall provide no less than [***] prior to the [***] for any order of Satellite storage, such notice to include the [***] and the [***] which cannot exceed [***] per Spacecraft unless
otherwise extended pursuant to Article 29(D)(ii). The Contractor shall send its invoice to Purchaser upon [***] of the first Spacecraft to be stored which shall be paid in accordance with Article 7. Purchaser may extend the storage period or
request additional storage activities during the [***] pursuant to Article 29(D)(ii). Contractor shall be responsible for [***] 
 (ii)
    If Purchaser elects to extend Spacecraft storage beyond [***] and/or request additional storage activities not included in Exhibit A, Section 8, the price for such extension of storage and/or additional storage
activities not included in Exhibit A, Section 8 will be [***] upon request from Purchaser under Article 19. 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	30














 (iii)     If, at any time after storage effected pursuant to Article
29(D) begins, Purchaser elects to launch a stored Spacecraft, Contractor shall [***] and the Purchaser shall [***]. 
 (iv)
    If the Spacecraft is placed in storage pursuant to Article 29(D), then the [***] shall no longer apply with respect to such Spacecraft. 

(E)     Option for Item Procurement by Purchaser 

After Contract EDC and subject to Contractor’s approval Purchaser shall have the option to procure components and provide such components
to Contractor to be integrated onto Satellites. Provided the rights and obligations of Purchaser under the procurement contracts are fully assigned to Contractor, Contractor agrees to deduct the amount of payments made by Purchaser under the
applicable procurement contracts from the next payment to be made by the Purchaser to Contractor under this Contract. Evidence of such payments shall be given by Purchaser to Contractor. 

Article 30. Key Personnel 
 (A)
    At EDC plus 20 Days, Purchaser and Contractor shall identify mutually agreed Key Personnel names for the following positions to perform the Work until successful completion of the Work (individually a “Key Person”
and collectively the “Key Personnel”). No person can serve the role of more than one Key Person. 
  

			
	 Position
	  	 
	 Program Manager (Contractor)
	  	
	 Program Manager (Purchaser)
	  	

 (B)     Key Personnel shall not be removed from performance of the Work under this Contract unless
replaced with personnel of substantially equal qualifications and ability. Purchaser shall have the right to review the qualifications of any proposed replacements. If Purchaser deems, in its reasonable judgment, the proposed replacements to be
unsuitable, Purchaser may require Contractor to offer alternative candidates. Notwithstanding its role in reviewing Key Personnel and their replacements, Purchaser shall have no supervisory control over their performance, and nothing in this Article
shall relieve Contractor of any of its obligations under this Contract, or of its responsibility for any acts or omissions of its personnel. 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	31














 Article 31. Indemnification and Insurance 

(A)     Contractor shall indemnify and hold harmless Purchaser, and its subsidiaries and affiliates, and its subcontractors (if any),
their respective officers, employees, agents, servants and assignees, or any of them (collectively “Purchaser Indemnitees”), from any direct or indirect loss, damage, liability and expense (including reasonable attorneys fees), on account
of loss or damage to property and injuries, including death, to all persons, including but not limited to employees or agents of Contractor, Subcontractors and the Purchaser Indemnitees, and to all other persons, arising from any occurrence caused
by any negligent act or omission or willful misconduct of Contractor, Subcontractors or any of them. 
 At Contractor’s expense, Contractor shall
defend any suits or other proceedings brought against the Purchaser Indemnitees on account thereof, and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any of them, in connection therewith. 

Contractor shall have the right to settle any claim or litigation against which it indemnifies hereunder. Further, the Purchaser Indemnitees shall provide to
Contractor such reasonable cooperation and assistance as Contractor may request to perform its obligations hereunder. 
 (B)
    Purchaser shall indemnify and hold harmless Contractor, and its subsidiaries and affiliates, its Subcontractors, their respective officers, employees, agents, servants and assignees, or any of them (collectively
“Contractor Indemnitees”), from any direct or indirect loss, damage (including damage to property and injuries, including death), liability and expense (including reasonable attorneys fees) incurred by any third party (including employees
or agents of Purchaser and Contractor Indemnitees) and arising from any occurrence caused by any negligent act or omission or willful misconduct of Purchaser, its officers, employees, agents, consultants, servants and assignees. 

In addition, Purchaser shall waive any claim against and shall indemnify and hold harmless Contractor Indemnitees from any direct or indirect loss, damage
(including damage to property and injuries, including death), liability and expense incurred by any third party and arising from use, operation or performance of any Spacecraft after Intentional Ignition, including as a result of modification or
improvements made by Purchaser. 
 Purchaser shall, at Purchaser’s expense, defend any suits brought against Contractor Indemnitees referred to above
and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them, or any of them, in connection therewith. Purchaser shall have the right to settle any claim or litigation against which it indemnifies hereunder.
Further, Contractor Indemnitees shall provide to Purchaser such reasonable cooperation and assistance as Purchaser may request to perform its obligations hereunder. 

(C)     Contractor shall, at its own expense, provide and maintain insurance which shall cover all WIP (including all Purchaser’s
property while in Contractor’s custody) against physical loss or damage on an “all risks” property insurance basis, including coverage for 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	32














 
the perils of flood or earthquake while in or about Contractor’s and its Subcontractors’ premises, while at other premises which may be used or operated by Contractor for construction
or storage purposes, transit purposes between Contractor facilities, and upon placing a Satellite into storage. 
 The amount of insurance shall be
sufficient to cover the full replacement value of all Work. Upon request by Purchaser, Contractor will provide certificate of insurance to Purchaser. Additionally, Contractor will add Purchaser as an additional insured under the 

All Risks insurance as far as Purchaser’s interests may appear. 

The insurance may be issued with deductibles, which are consistent with Contractor’s current insurance policies. The amount of any loss up to the value
of the deductible level, or not otherwise covered by the insurance, shall be borne by Contractor. 
 In addition, Contractor shall, at its own expense,
provide and maintain a Commercial 
 General Liability Insurance Policy (“CGL Policy”) which shall cover property damage and injuries, including
death, caused to third parties. Upon written request by Purchaser, Contractor will provide a certificate of insurance to Purchaser. Contractor shall use its reasonable best efforts to add Purchaser as additional insured under such CGL Policy. 

(D)     Purchaser shall be responsible for obtaining, but shall have no obligation to obtain, launch and
in-orbit insurance to protect Purchaser’s interest in the Satellites. Contractor shall provide Purchaser with relevant technical information requested for the insurance broker and underwriters relative to
the procurement and maintenance of, and/or in support of a claim under, any launch and in-orbit insurance, including any subsequent in-orbit insurance, and Contractor
shall assist Purchaser in the filing of notices of occurrence and of proofs of loss with its insurance broker and underwriters and in responding to questions from underwriters arising therefrom. 

Article 32. Effective Date of Contract 

The effective date of this contract (the “EDC”) shall be the date of signature of the Contract by both Parties. 

Article 33. Representations 

(A)    Contractor represents, covenants and warrants that: 

(i)     Contractor’s execution of and performance under this Contract will not result in a breach of, or constitute a
default under, any applicable law or any contract, instrument or other agreement to which Contractor is a party or is bound; and 
 (ii)
    Contractor is a duly formed entity, existing and in good standing, and has full power, authority and legal right to execute, deliver and perform this Contract, that the execution, delivery and performance by Contractor of
this Contract have been duly authorized by all necessary action on the part of Contractor and do not require any further 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	33














 
approval or consent of any person or entity (whether governmental or otherwise), and that once executed by Contractor this Contract shall constitute a legal, valid and binding obligation of
Contractor enforceable against Contractor in accordance with its terms. 
 (B)     Purchaser represents, covenants and warrants that:

 (i)     Purchaser is a duly formed entity, existing and in good standing, and has full power, authority and legal
right to execute, deliver and perform this Contract, that the execution, delivery and performance by Purchaser of this Contract have been duly authorized by all necessary action on the part of Purchaser and do not require any further approval or
consent of any person or entity (whether governmental or otherwise), and that once executed by Purchaser this Contract shall constitute a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

 (ii)     Purchaser’s execution of and performance under this Contract does not result in a breach of, or
constitute a default under, any applicable law or any contract, instrument or other agreement to which Purchaser is a party or is bound. 

Article 34. RESERVED 

Article 35. General Provisions 

(A)    Each Party hereby agrees that it will not, without the prior written approval of the other Party (such approval not to be
unreasonably withheld or unduly delayed), assign or delegate any of their rights, duties, and obligations under this Contract, except to a wholly-owned subsidiary of such Party (which assignment or delegation shall not relieve the assignor or
delegator of liability) provided such transfer does not violate any laws or governmental approvals. In case of assignment by Purchaser (other than as collateral), 

Purchaser shall demonstrate to Contractor’s satisfaction that its successor or assignee possesses the financial resources to fulfill Purchaser’s
obligations under this Contract. Upon such assignment, the assignee shall assume all rights and obligations of the assignor existing under this Contract at the time of such assignment. This Article 34(A) shall not preclude the granting of a security
interest by a Party to a lender. 
 (B)     Nothing contained in this Contract shall be deemed or construed by the Parties or by any
third party to create any rights, obligations or interests in third parties, or to create the relationship of principal and agent, partnership or joint venture or any other fiduciary relationship or association between the Parties and the rights and
obligations of the Parties shall be limited to those expressly set forth herein. 
 (C)     No failure on the part of either Party to
notify the other Party of any noncompliance hereunder, and no failure on the part of either Party to exercise its rights hereunder, shall prejudice any remedy for any subsequent noncompliance with any term or condition of this Contract and shall be
limited to the particular instance and shall not operate or be deemed to waive any future breaches or noncompliance with any term or condition. Except as otherwise expressly provided herein, all remedies and rights hereunder shall be exclusive and
in lieu of all other rights and remedies available by law or in equity. 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	34














 (D)     The Parties shall comply with the United States Foreign Corrupt Practices Act,
the OECD Anti-bribery Convention and all other laws of any country dealing with improper or illegal payments, gifts or gratuities. Contractor agrees not to pay, promise to pay or authorize the payment of any money or anything of value, directly or
indirectly to any person for the purpose of illegally or improperly inducing a decision or obtaining or retaining business in connection with this Contract. 

(E)     This Contract (including all Exhibits) constitutes the entire agreement between the Parties and supersedes all prior
understandings, commitments and representations between the Parties with respect to the subject matter hereof. Notwithstanding the foregoing, the Parties expressly agree to amend this Contract to reflect the outcomes of the joint review which
started before the Contract EDC. 
 This Contract may not be amended or modified and none of its provisions may be waived, except by a writing signed by a
duly authorized representative of both Parties. 
 In the event any one or more of the provisions of this Contract shall for any reason be held to be
invalid or unenforceable, the remaining provisions of this Contract shall be unimpaired, and the invalid or unenforceable provision shall be replaced by a provision which, being valid and enforceable, comes closest to the intention of the Parties
underlying the invalid or unenforceable provisions. The Parties shall negotiate in good faith to attempt to agree upon any such replacement provision. 

The paragraph headings herein shall not be considered in interpreting the text of this Contract. 

All oral and written communications between the Parties shall be conducted in English. 

This Contract shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., excluding any conflict of laws rules that would
cause the application of any other law. The U.N. Convention on Contracts for the International Sales of Goods is not applicable to this Contract and is hereby excluded. 

  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	35














 Execution 

In witness whereof, the Parties have duly executed this Satellite Program Contract. 

 

									
	BlackSky Global LLC	 		 	LeoStella LLC
					
	 By:
  
	 	 




  
	 		 	 By:
  
	 	  

	Name:	 	Jason Andrews	 		 	Name:	 	Jean-Christophe Chautard
	Title:	 	CEO, President, Manager	 		 	Title:	 	Authorized Signatory


  

			
	CONTRACT NUMBER SPCJV1 - CONFIDENTIAL	  	36














 Execution 

In witness whereof, the Parties have duly executed this Satellite Program Contract. 

 

									
	BlackSky Global LLC	 		 	LeoStella LLC
					
	 By:
  
	 	  
	 		 	 By:
  
	 	 




  

	Name:	 	Rakesh Narasimhan	 		 	Name:	 	Jean-Christophe Chautard
	Title:	 	COO	 		 	Title:	 	Authorized Signatory













 Exhibit A 

Satellite Statement of Work 

For the Construction Of 
 The
BlackSky Satellite Constellation 
  

			
	Document:	  	SPCJVl Exhibit A: Satellite Statement of Work
	Contract#:	  	SPCJVl
	Revision	  	3
	Updated	  	2/28/2018
		
	Approved by SFI:	  	




		
	Approved by TAS:	  	






  
  

1 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

 Revision History 
  

					
	 Revision
	    	Date	  	 Changes

	 Draft
	    	10/8/2017	  	Working draft, not configuration controlled
	 1
	    	10/13/17	  	Reference for fist closing
	 2
	    	2/15/18	  	Reference for second closing and SPC signature
	 3
	    	2/28/18	  	Clarify PFIL items and delivery dates, add Scout-04 Payload, in section 6.4
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	
		    		  	


  
  

2 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

 TABLE OF CONTENTS 

 

									
			
	 1
	 	    Overview	  	 	5	 
			
	 2
	 	    Applicable Documents	  	 	5	 
			
	 3
	 	    Satellite Configuration	  	 	5	 
				
		 	3.1	  	Satellite Naming Convention	  	 	5	 
			
	 4
	 	    Program Management	  	 	5	 
				
		 	4.1	  	Management	  	 	5	 
				
		 	4.2	  	Subcontract Management	  	 	5	 
				
		 	4.3	  	Quality Assurance	  	 	6	 
				
		 	4.4	  	Configuration Management	  	 	6	 
				
		 	4.5	  	Schedule Management	  	 	6	 
			
	 5
	 	    Reviews & Meetings	  	 	6	 
				
		 	5.1	  	Kick-off Meeting	  	 	6	 
				
		 	5.2	  	Manufacturing Readiness Review (MRR)	  	 	6	 
				
		 	5.3	  	Test Readiness Review	  	 	7	 
				
		 	5.4	  	Pre-Ship Review	  	 	7	 
				
		 	5.5	  	[***] Meetings	  	 	8	 
				
		 	5.6	  	[***] Status Meetings	  	 	8	 
				
		 	5.7	  	Software Interchange Meetings	  	 	8	 
			
	 6
	 	    Satellite Production	  	 	8	 
				
		 	6.1	  	Production Plan	  	 	8	 
				
		 	6.2	  	Non-Conformances	  	 	9	 
				
		 	6.3	  	Component Damage	  	 	9	 
				
		 	6.4	  	Purchaser Furnished Items	  	 	9	 
				
		 	    6.4.1	  	Block-2 [***] Unit	  	 	9	 
				
		 	    6.4.2	  	Purchaser Ground Station Rack	  	 	9	 
				
		 	    6.4.3	  	[***] Design Review	  	 	10	 
				
		 	    6.4.4	  	Scout-04 Payload	  	 	10	 
			
	 7
	 	    Deliverables	  	 	10	 
				
		 	7.1	  	Satellite Deliverables	  	 	10	 
				
		 	7.2	  	Satellite GSE Deliverables	  	 	10	 


  
  

3 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  


									
				
		 		  		  			
		 	 7.3
	  	 Software Deliverables
	  	 	10	 
				
		 	 7.4
	  	 End Item Data Package
	  	 	10	 
				
		 	 7.5
	  	 Post Delivery Support
	  	 	11	 
			
	 8
	 	     Storage Plan
	  	 	11	 
				
		 	 8.1
	  	 Number of Satellites
	  	 	11	 
				
		 	 8.2
	  	 Environments
	  	 	11	 
				
		 	 8.3
	  	 Duration
	  	 	11	 
				
		 	 8.4
	  	 Insurance
	  	 	11	 
				
		 	 8.5
	  	 Inspections
	  	 	11	 
				
		 	 8.6
	  	 Physical Delivery
	  	 	11	 
				
		 	 8.7
	  	 Return to Storage
	  	 	12	 
			
	 9
	 	     Production & Support Options
	  	 	12	 
				
		 	 9.1
	  	 Ground Support Equipment
	  	 	12	 
				
		 	 9.2
	  	 Support Services
	  	 	12	 
			
		 	     9.2.1     Launch Campaign
Support
	  	 	12	 
			
		 	     9.2.2
    On-Orbit Support
	  	 	12	 
			
		 	     9.2.3     Engineering Support
	  	 	12	 
				
		 	 9.3
	  	 Satellite Procurement
	  	 	12	 
				
		 	 9.4
	  	 Additional Storage
	  	 	13	 


  
  

4 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  


	1	 OVERVIEW 



This Statement of Work (SOW) defines the scope of work for the production of the Global Satellites units: Global-5
through Global-24. This Statement of Work (SOW) applied to all tasks required to produce the 20 satellites starting with a technology transfer from the Purchaser to satellite delivery. This document is the
final version, applicable to the Satellite Procurement Contract. 
  

	2	 APPLICABLE DOCUMENTS 



The below applicable documents are listed in order of precedence: 
  

	 	1)	 SPCJV1: Satellite Program Contract 



 

	 	2)	 SPCJV1 Exhibit A: Statement of Work (this document) 



 

	 	3)	 SPCJV1 Exhibit B: Satellite Technical Specification 



 

	 	4)	 SPCJV1 Exhibit C: Milestone and Payment Schedule 



 

	 	5)	 SPCJV1 Exhibit D: Options Price List 



 

	3	 SATELLITE CONFIGURATION 



This section provides a brief overview of the satellite configuration and major subassemblies. 

 

	3.1	 Satellite Naming Convention 



Satellites shall be named sequentially starting with “Global-5” through
“Global-24”. Each satellite shall retain its assigned name regardless of the actual order of delivery. 
  

	4	 PROGRAM MANAGEMENT 



 

	4.1	 Management 



The Contractor shall provide all personnel, facilities, material and services necessary to meet the requirements of this Statement of Work and shall provide
overall management and technical direction to ensure proper program execution. This management shall include the planning, cost and schedule control, schedule reporting, configuration management, quality assurance, administration, and resource
management necessary to ensure successful program execution. 
 The Contractor shall designate a Program Manager with authority and responsibility to plan,
direct, and report on the work defined in this Statement of Work. 
  

	4.2	 Subcontract Management 



The Contractor shall provide all means required for effective management of subcontractors and suppliers. This includes supplier verification, progress
tracking and quality oversight as appropriate to meet the Satellite schedule and technical requirements. 

  
  

5 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

  

	4.3	 Quality Assurance 



The Contractor shall implement a quality assurance program to ensure the Satellite meets or exceeds the technical requirements. 

 

	4.4	 Configuration Management 



The Contractor shall implement a configuration management program to ensure configuration control of the flight hardware as well as build documentation and
drawings. 
  

	4.5	 Schedule Management 



The Contractor shall build and manage a detailed schedule for the production of the Satellites. The schedule shall be provided to the Purchaser upon request.
The project schedule shall be consistent with the milestone schedule provided in exhibit C. 
  

	5	 REVIEWS & MEETINGS 



 

	5.1	 Kick-off Meeting 



The Contractor shall support a kick-off meeting to review the initial production plan and overall scope of work. The Kick-Off meeting should include the following agenda items: 
  

	 	•	 	 Program Scope and Statement of Work 



 

	 	•	 	 Draft Production Plan 


  


	 	•	 	 Sparing Philosophy 


  

	 	•	 	 Facility and Resource Plans & Status 



 

	 	•	 	 [***] 


  

	 	•	 	 Milestone and Delivery Schedule 



 

	 	•	 	 Technical Specifications and Verification Requirements 



 

	 	•	 	 Near Term Work 



The KOM shall be held no later than EDC + 3 months. 
  

	5.2	 Manufacturing Readiness Review (MRR) 



The Contractor shall provide a Manufacturing Readiness Review (MRR) for the satellite production effort. The MRR shall occur prior to the start of the Global-5 Satellite production and demonstrate manufacturing readiness to [***] The Contractor shall be free to [***] 

The scope of the MRR shall include a review of the Production Plan and status/readiness to produce Global-5 through Global-24 Satellites. MRRs are not required for individual satellites. The MRR shall ensure that the following items have been addressed: 
  

	 	•	 	 Status of prerequisites: all previous milestones and reviews passed 



 

	 	•	 	 Status of commitments: work packages for internal and external operations are approved, work package for shipping
operations (if any) are approved 


  

	 	•	 	 Involvement of main stakeholders is complete: external customer, internal executive committee




  
  

6 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

  

	 	•	 	 Status of satellite definition data: available and verified, including changes with respect to the reference
[***] 


  

	 	•	 	 Status of Production Management such as production schedule, supply chain management, traceability procedures,
export control: Defined and ready. 


  

	 	•	 	 Status of Production and Test data such as production BOM, production resources, production instructions,
production items planning parameters, supply sources: entered in the MRP. 


  

	 	•	 	 Status of production facilities and resources such as production process, storage and shipping areas, test
benches, GSEs and tooling, calibration procedures, labor skills and qualifications, production human resources: defined, validated, qualified, trained, briefed, as appropriate. 



 

	 	•	 	 Status of purchasing data such as the procurement specifications and the list of qualified suppliers: complete
and validated, as appropriate 


  

	 	•	 	 Status of export control for sales and purchasing, as appropriate, i.e. all licenses and authorizations:
available 


  

	 	•	 	 Status of storage and shipping data such as storage, handling, packaging procedures, contractual document lists
for shipping, export control document lists for shipping: ready and available. 


 In the case the production site changes during the
course of production, an delta-MRR shall be run for the new production site. 
  

	5.3	 Test Readiness Review 



The Contractor shall provide a Test Readiness Review (TRR) for the Global-5 Satellite to address test process,
procedures, GSEs, hardware and software used to validate satellite level requirements (including relevant validations performed at lower levels of assembly). TRR shall address the following topics: 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 The Contractor shall hold a delta TRR in
the event that the test plans are changed in a manner that materially affects the content addressed at the original TRR. 
  

	5.4	 Pre-Ship Review 



The Contractor shall provide a Pre-Ship Review (PSR) for each satellite. The PSR will be used to demonstrate compliance
to requirements (Exhibit B) and for final approval for delivery by the Purchaser. The Purchaser may either transport it to a launch site or to ask the Contractor to store it. The PSR is the acceptance for a given satellite prior to storage or
shipping to the launch site. The PSR shall include the following agenda items: 
 [***] 

[***] 
 [***] 

  
  

7 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

  

	 	•	 	 [***] 


  

	 	•	 	 Status of export control requirements 



 

	 	•	 	 Ship or store decision Storage plan and procedures 



 

	5.5	 [***] Meetings 



The Contractor will support informal [***] status updates with the Purchaser. These will generally be in the form of an informal meeting or phone call. The
respective technical teams will support these meetings when needed to discuss technical topics. 
  

	5.6	 [***] Status Meetings 



Contractor to Purchaser reporting will be done on a [***] by the release of a project performance dashboard providing a Key Performance Indicators (KPIs) based
view of the supply chain and the production progress. A written description of any issue will be provided to the Purchaser with a proposed mitigation plan. The KPIs included in the project dashboard shall include the following: 

 

	 	•	 	 Progress status KPI for all G5 to G24 satellites. This shall include at least: 



 

	 	•	 	 [***] 



[***] 
  

	 	•	 	 Summary of risk and opportunity analysis with mitigation actions 



 

	 	•	 	 Expected performance against the plan for the following 1-month period



  

	 	•	 	 An executive summary of the overall program status 



 

	5.7	 Software Interchange Meetings 



Purchaser and Contractor will meet periodically [***] to get informed about software [***] design evolutions and [***] lessons learned. Design coherence
between [***] will be maintained. The meetings will be used to exchange [***], if need be. 
  

	6	 SATELLITE PRODUCTION 



The Contractor shall perform all tasks required to produce test and deliver Global-5 through Global-24 Satellites per this SOW and the applicable documents. The below items highlight specific tasks that are required in this effort. 
  

	6.1	 Production Plan 



The Supplier shall generate a detailed Production Plan to describe the tasks and schedule required to produce the satellites and meet the required production
rate. This plan shall include the following aspects: 
 [***] 

[***] 

  
  

8 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

  

	 	•	 	 [***] 



[***] 
 [***] 

[***] 
 [***] 

 

	6.2	 Non-Conformances 



The Contractor is required to notify the Purchaser, and request approval for, any non-conformances that violate the
Satellite Technical Specification requirements. 
  

	6.3	 Component Damage 



The Contractor shall notify Spaceflight in the event of damage or defect that has the potential to introduce abnormal risk to meeting the Satellite Technical
Specifications, Telescope Specifications or that violates the assumptions applied to the Critical Design Review (CDR) analyses. 
  

	6.4	 Purchaser Furnished Items 



The Purchaser shall provide the following items to the Contractor for use in the production of the Satellites. Should this list evolve, the Contractor shall
maintain a Purchaser Furnished Item List (PFIL) for all Purchaser items transferred or provided to the Contractor for use in the production of the Satellites. The Contractor shall maintain configuration management and appropriate storage and use of
Purchaser owned property. 
  

	6.4.1	 Block-2 [***] Unit 



The [***] is a contributed asset which SFI will transfer to the Contractor (see Contribution Agreement) for use in the development and production of the
Satellites. This transfer will occur once the [***] has also transferred to the Contractor. The [***] will be used and maintained by the Contractor’s engineering team. Access to the [***] will be granted by the Contractor to the Purchaser. In
case of conflicting needs to use the [***] by the Contractor and Purchaser, precedence will be given the [***]. Purchaser [***] access will be possible directly at the Contractor’s site or remotely if the Purchaser and the Contractor implement
a means for such remote access. 
 The [***] shall be delivered no later than 15 December 2018. 

 

	6.4.2	 Purchaser Ground Station Rack 



The Purchaser will provide a Ground Station Rack for use by the Contractor for satellite testing. The GSR will be owned and maintained by the Purchaser and
provided on-loan to the Contractor for the purposes of Global satellite production and testing. The Contractor shall return the GSR to the Purchaser at the completion of satellite production. 

The Purchaser Ground Station shall be delivered no later than 15 December 2018. 

  
  

9 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

  

	6.4.3	 [***] Design Review 



Purchaser shall hold a [***] design review and provide the design documentation as a furnished item to support Contractor execution of the program. The design
review and supporting documentation shall be provided prior to the [***] MRR. 
 The [***] CDR shall be delivered no later than 15 August 2018. 

 

	6.4.4	 Scout-04 Payload 



Purchaser shall supply the Scout-04 Payload [***] and End Item Data Package, for integration into the SPC satellite
production. The Scout-04 payload shall meet all requirements of [***] The [***] will be provided [***] by 15 August 2018 for [***] 

The fully integrated Scout-04 Payload shall be delivered no later than 15 December 2018. 

 

	7	 DELIVERABLES 



 

	7.1	 Satellite Deliverables 



Satellites Global-5 through Global-24 will be the primary hardware
deliverables. These will be provided as On-Ground Deliveries (OGD) and stored at the contractor facility until physically transferred to the Purchaser for launch. On Ground Delivery is determined by
acceptance/approval of the unit Pre-Ship Review. 
  

	7.2	 Satellite GSE Deliverables 



Each satellite delivery will include a shipping container and handling equipment. The shipping container design and handling equipment accompanying each
satellite will be defined at the Manufacturing Readiness Review. The Contractor shall maintain an adequate supply of GSE equipment to support the storage and delivery of multiple units based on the production plan. 

 

	7.3	 Software Deliverables 



Each Satellite delivery shall include delivery of the [***] and [***] specific to each Satellite. 

 

	7.4	 End Item Data Package 



Each Satellite delivery shall include an End Item Data Package (EIDP) which will fully define the hardware and software deliveries and provide relevant
production and test documentation. The EIDPs shall be located on an accessible file transfer location and shall be developed in an evolutionary manner during the production and test phases. Purchaser will be given access to the evolving EIDP data
for early ingestion of data during satellite production. The EIDP shall include the following items: 
 [***] 

[***] 
 [***] 

[***] 

  
  

10 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

 [***] 

[***] 
  

	7.5	 Post Delivery Support 



Contractor shall provide access to component EIDP documentation as needed and a [***] for each satellite. This support shall not exceed [***] per satellite.
The intent of this support is to [***] and [***]. This does not include support for [***]. If Purchaser requests are larger in scope that the [***] then those requests will be considered support options as described in section 9. 

 

	8	 STORAGE PLAN 



 

	8.1	 Number of Satellites 



The Contractor shall provide storage for up to [***] satellites at a given time. 
  

	8.2	 Environments 



The Contractor shall [***] as defined in the Satellite Technical Specification (reference-3) during the [***]. This
includes: 
 [***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

 

	8.3	 Duration 



The Contractor shall provide storage for up to [***] for each satellite in storage. 
  

	8.4	 Insurance 



The Contractor shall obtain any required insurance to cover [***] of any satellite during the [***]. 

 

	8.5	 Inspections 



The Contractor shall make the storage facility and environmental control records accessible to Purchaser for periodic inspections. 

 

	8.6	 Physical Delivery 



The Contractor shall provide Purchaser physical delivery (on dock) of any stored satellites within [***] of [***]. 

  
  

11 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

  

	8.7	 Return to Storage 



The Contractor shall accept any satellite back into storage upon request by Purchaser. 

 

	9	 PRODUCTION & SUPPORT OPTIONS 



Per SPCJV1 article 29, the Contractor shall provide technical, schedule and cost proposals for a variety of options as additional scope to the baseline
contract. The below sub-sections provide additional definition to the types of options that may be requested. 
  

	9.1	 Ground Support Equipment 



Purchaser shall have the option to request Ground Support Equipment (GSE) items in addition to the GSE already required in the SOW. This could take the form of
additional shipping containers, handling equipment, electrical or mechanical integration and/or test equipment, engineering demonstration units for subsystems, test software, [***] systems or components, or any other electrical, mechanical or
virtual GSE related to the satellite production effort. 
  

	9.2	 Support Services 



Purchaser shall have the option to request additional technical or programmatic support services to support delivery preparations through on-orbit operations of the satellites. In general, these are broken down into the following three areas: 
  

	9.2.1	 Launch Campaign Support 



Purchaser shall have the option to request support to the launch campaign in the form of engineering support, on-site
test support, anomaly resolution, and other launch related technical services. Purchaser will provide target launch dates no later than 6-months in advance. 

 

	9.2.2	 On-Orbit Support 



Purchaser shall have the option to request support to the on-orbit operation of the Satellites in the form of
engineering support, on-site test support, anomaly resolution, and other satellite operation related technical services. 
  

	9.2.3	 Engineering Support 



Purchaser shall have the option to request general engineering and technical support for the purpose of supporting the development, deployment and/or operation
of the BlackSky Constellation. 
  

	9.3	 Satellite Procurement 



Purchaser shall have the option to order from Contractor up to forty (40) additional Spacecraft having identical performance specifications as the
baseline satellites. 
 Purchaser shall have the option to request separate proposals for Long Lead Item (LLI) procurements leading in advance of an order
for additional satellites. 

  
  

12 














 SPCJV1 Exhibit A 

Satellite Statement of Work 
 Revision
3 
  

  

	9.4	 Additional Storage 



Purchaser shall have the option to request additional storage scope for the storage of production satellites. This may include changes to the storage duration,
number of stored satellites, and/or storage requirements. 

  
  

13 













  
 Exhibit B 

Satellite Technical Specification 

For The Construction Of 
 The
BlackSky Satellite Constellation 
  

			
	Document:	  	SPCJVl Exhibit B: Satellite Technical Specification
		
	Contract #:	  	SPCJVl
		
	Revision	  	3
		
	Updated	  	3/3/2018

  

			
	 Approved by SFI:
	 	 





		
	 Approved by TAS:
	 	 







  
  

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 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

Revision History 
  

					
	 Revision
	  	 Date
	  	 Changes

	 Draft
	  	10/2/17	  	Initial working draft, not configuration controlled
	 1
	  	10/13/17	  	Reference for first close
	 2
	  	2/15/2018	  	Reference for second close
	 3
	  	3/3/2018	  	Formatting updates for second close
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	


  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

TABLE OF CONTENTS 
  

					
	 1   Overview
	  	 	5	 
		
	 2   Applicable Documents
	  	 	5	 
		
	 2.1  References
	  	 	5	 
		
	 3   Satellite Configuration
	  	 	5	 
		
	 3.1  Satellite Naming Convention
	  	 	5	 
		
	 4   Nomenclature
	  	 	5	 
		
	 5   Acronym List
	  	 	6	 
		
	 Satellite Requirements
	  	 	7	 
		
	 1   Mission Profile
	  	 	7	 
		
	 1.1  Mission Orbit Altitude
	  	 	7	 
		
	 1.2  Mission Orbit Inclination/LTDN Range
	  	 	7	 
		
	 1.1  Operational on-orbit design life
	  	 	7	 
		
	 2   Operability Requirements
	  	 	7	 
		
	 2.1  Pre-launch Operability
	  	 	7	 
		
	 2.2  Post-Launch Operability
	  	 	8	 
		
	 2.3  System Modes
	  	 	8	 
		
	 3   Functional Requirements
	  	 	9	 
		
	 3.1  Imaging Requirements
	  	 	9	 
		
	 3.2  Agility Requirement
	  	 	11	 
		
	 3.3  Communication Requirements
	  	 	12	 
		
	 3.4  Telemetry Requirements
	  	 	12	 
		
	 3.5  Propulsion Requirements
	  	 	13	 
		
	 3.6  Commanding Requirements
	  	 	14	 
		
	 4   Design Requirements
	  	 	14	 
		
	 4.1  Physical Requirements
	  	 	14	 
		
	 4.2  Electrical Requirements
	  	 	16	 
		
	 4.3  Security Requirements
	  	 	17	 
		
	 4.4  Computer Resource Requirements
	  	 	17	 
		
	 5   Performance Requirements
	  	 	18	 
		
	 6   External Interfaces
	  	 	19	 


  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

					
	 6.1  Launch Vehicle Interface
	  	 	19	 
		
	 6.2  Space-Ground Communications
	  	 	20	 
		
	 6.3  Ground Support Equipment
	  	 	22	 
		
	 7   Internal Interfaces
	  	 	25	 
		
	 7.1  [***]
	  	 	    	 
		
	 7.2  [***]
	  	 	    	 
		
	 7.3  Image File Format
	  	 	25	 
		
	 8   Regulatory Requirements
	  	 	26	 
		
	 8.1  FCC compliance
	  	 	26	 
		
	 8.2  Orbital Debris
	  	 	26	 
		
	 9   Environmental Requirements
	  	 	28	 
		
	 9.1  Thermal Environments
	  	 	28	 
		
	 9.2  Pressure Environments
	  	 	31	 
		
	 9.3  Mechanical Environments
	  	 	31	 
		
	 10   Materials and Process
	  	 	33	 
		
	 10.1 AI&T within cleanroom
	  	 	33	 
		
	 10.2 Contamination Control
	  	 	33	 
		
	 10.3 Low outgassing and bakeout
	  	 	33	 
		
	 11   Verification
	  	 	34	 
		
	 11.1 Structural Analysis
	  	 	34	 
		
	 11.2 Testability
	  	 	34	 
		
	 11.3 Testing
	  	 	34	 
		
	 11.4 Verification Matrix
	  	 	37	 


  
  

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 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	1	 OVERVIEW 



This Specification defines the technical requirements for the production of the satellite
units:    Global-5 through Global-24. 
 This document
reflects the agreed status for the second close. 
  

	2	 APPLICABLE DOCUMENTS 



The below applicable documents are listed in order of precedence: 

Spacecraft to Launch Vehicle ICD rev. TBD 
 Spacecraft to Ground
ICD rev. TBD 
 [***] 
 [***] 

[***] 
 [***] 

 

	2.1	 References 



The following documents are referenced in the specification below and will be used to track additional satellite functionality 

Space Vehicle Handbook rev. TBD 
 Operations Handbook rev. TBD

  

	3	 SATELLITE CONFIGURATION 



This section provides a brief overview of the satellite configuration and major subassemblies. 

 

	3.1	 Satellite Naming Convention 



Satellites shall be named sequentially starting with “Global-5” through
“Global-24”. Each satellite shall retain its assigned name regardless of the actual order of delivery. 
  

	4	 NOMENCLATURE 



The nomenclature used in this document indicates requirements, goals, statements of fact, rationale, and notes as follows: 

 

	 	•	 	 Shall: Used to indicate a requirement that must be implemented and its implementation verified. Every requirement
containing a “shall” is binding and must be verified. 



  
  

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. 

5 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	 	•	 	 Should: Used to indicate a goal that must be addressed by the design but is not formally verified. Goals are non-binding. 


  

	 	•	 	 Will: Used to indicate a statement of fact and is not verified. Statements of fact are non-binding. 


  

	 	•	 	 Rationale: Rationale are intended to provide clarification, justification, purpose, and/or source of the
requirement. Rationale are not binding and only provide supporting information. In the event there is an inconsistency between the requirement and the rationale, only the requirements will be binding and take precedence. 



 

	 	•	 	 Note: Notes explain the allocation of how the requirement was met by enforcing specific requirement values from
separate, but interacting components. Notes do not contain binding language and only provide supporting information. In the event there is an inconsistency between the requirement and the note, only the requirement will be binding and take
precedence. 


  

	5	 ACRONYM LIST 



The table below lists the definitions of some acronyms used in this specification 
  

			
	 Acronym
	  	 Definition

	 IAW
	  	In Accordance With
	 SAP
	  	System Adjustable Parameter
		  	


  
  

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. 

6 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

SATELLITE REQUIREMENTS 
  

	1	 MISSION PROFILE 



 

	1.1	 Mission Orbit Altitude 



The satellite shall function as specified in a circular orbit between 400 km to 600 km altitude. 

Note: BlackSky and Joint Venture should mutually agree on launch altitude of satellite to satisfy this requirement  

1.2 Mission Orbit Inclination/LTDN Range 
 The satellite shall
operate (meeting the performance requirements of this specification) in orbits with inclinations from [***] 
 1.1 Operational on-orbit design life 
 The satellite shall have an operational life of [***] at [***] confidence. 

[***] 
  

	2	 OPERABILITY REQUIREMENTS 



 

	2.1	 Pre-launch Operability 



 

	2.1.1	 Accessible battery charging interface 



[***] 
  

	2.1.2	 Pre-launch: Ground Tests 



[***] 
 [***] 

  
  

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. 

7 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	2.2	 Post-Launch Operability 



 

	2.2.1	 Automatic initialization after separation 



[***] 
  

	2.2.2	 Startup time to receive commands via UHF 



[***] 
  

	2.2.3	 First-pass receipt of satellite telemetry 



When commanded IAW the Space Vehicle Handbook, [***] 
  

	2.2.4	 On-orbit commissioning duration 



Any on-orbit commisioning and checkout activities on the satellite shall be completed [***] 

[***] 
  

	2.2.5	 On-orbit availability for mission activities 



Once commissioned, the satellite shall have [***] on-orbit availability. 

Note: availability is defined as available for imaging and communications (within the other duration constraints on those modes defined elsewhere). Periodic
maintenance and fault recovery (for example) are considered non-available time. 
  

	2.2.6	 On-orbit capability and CONOPs 



The satellite capability shall be in accordance with the Space Vehicle Handbook and Operations Handbook 

 

	2.3	 System Modes 


  

	2.3.1	 Power-off: dual-fault-tolerant inhibits 



While in the power off/restart mode, the satellite shall have [***] inhibits to the following hazards: 

 

	 	•	 	 [***] 



[***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	 	•	 	 [***] 


  

	 	•	 	 [***] 


  

	 	•	 	 [***] 


  

	2.3.2	 Net power positive while in Safe Mode 



While in the safe mode, but without GPS lock, the satellite shall be [***] 

Note: May assume the vehicle is under control (i.e. can control its attitude within the accuracy of its sensors). 

 

	2.3.3	 Remain in Safe Mode 



The satellite shall remain [***] 
  

	3	 FUNCTIONAL REQUIREMENTS 



 

	3.1	 Imaging Requirements 



 

	3.1.1	 Imaging Off Nadir 



The satellite shall be able to image up to [***] 
  

	3.1.2	 Imaging duration per orbit 



The satellite shall support imaging for a minimum of [***] 

Note: This does not imply there must be [***] just that the satellite is capable of collecting images for that long. 

Note: For testing purposes, assume image rate [***] (or better than) as specified in Video collection mode 

 

	3.1.3	 Image resolution 



The satellite shall capture images with a resolution of at least [***] 
  

	3.1.4	 Color image bands 



The satellite shall capture color across a spectral range of [***] Color images shall include [***] 

  
  

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. 

9 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

Note: Each band is not required to be captured in each pixel. Implementation will use vendor-defined pattern (e.g. Bayer), which establishes the resulting
quantum efficiency response in each band. 
  

	3.1.5	 Video capture mode 



At least once per orbit, if commanded, at [***] altitude and constant azimuth, the satellite shall capture multiple images of a [***] that is within [***] at a
rate of at least [***] 
 Note: This capability is referred to as video capture. 

 

	3.1.6	 Bit depth during video capture 



During video capture, the satellite shall collect images with a command-configurable bit depth of [***] 

Note: [***] is the maximum color depth supported by [***] 
  

	3.1.7	 Bit depth during imaging 



During point-and-shoot, the satellite shall obtain images with a
command-configurable bit depth [***] 
 Note: [***] is the maximum color depth supported by [***] 

 

	3.1.8	 Geolocation accuracy [***] 



At [***] km altitude and while tracking a target within [***] the satellite shall estimate pointing with a geolocation error of less than [***] 

Note: Geolocation is not the same as pointing accuracy. The former is how accurately the vehicle knows where its pointed, regardless of how well it can
actually point. 
  

	3.1.9	 Area collect 



The satellite should be able to collect [***] (i.e. area/scene mode). 

  
  

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. 

10 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

Note: There are no performance requirements associated with this capability. The developer shall formally track the capability of the system to image in
this mode. 
  

	3.1.10	 Pointing accuracy [***] 



At [***] altitude and constant azimuth, the satellite shall track a target of interest that is within [***] with a pointing accuracy of [***] 

Note: Pointing accuracy is not the same as jitter and smear, which are dynamic measures of tracking error. 

 

	3.1.11	 Change bit depth command 



When commanded IAW the Space Vehicle Handbook , the satellite shall configure the
point-and-shoot bit depth as [***] 
  

	3.1.12	 Inertial pointing 



The satellite shall inertially point with accuracy and residual body better than or equal to the corresponding ground tracking accuracy requirements. 

 

	3.1.13	 Collect images 



When commanded IAW the Space Vehicle Handbook , the satellite shall collect payload images. 

 

	3.2	 Agility Requirement 



At [***] the satellite shall begin to track a target following the conditions below: 

[***] 
 [***] 

  
  

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. 

11 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	3.3	 Communication Requirements 



 

	3.3.1	 Programmable UHF Beacon 



The satellite shall contain a programmable UHF beacon signal with a maximum transmission period of [***] 

 

	3.3.2	 Simultaneous Imaging and Downlink 



When commanded, the satellite shall downlink over X-band while collecting images. 

Note: This assumes the ground station is within the satellite antenna field of view during image collection 

 

	3.3.3	 Comm duration per orbit 



The satellite shall sustain a minimum of [***] for image downlink per orbit. 

Note: Assume [***] is daylit and [***] is in eclipse. This requirement is for image downlink only. Additional downlink time may be required to comply with
Download all telemetry data per orbit is not included. 
  

	3.3.4	 Image-to-downlink turnaround
time 


 If so commanded, the satellite shall downlink an image within [***] of collection. 

Note: 
  

	 	•	 	 Assumes the satellite is supported by ground station infrastructure. 



 

	 	•	 	 For purposes of calculating the turn-around time the clock starts at the commanded image capture time and ends
when the entire image file has been transmitted to the ground station. 


  

	3.4	 Telemetry Requirements 



 

	3.4.1	 Telemetry Data Download 



When commanded, the satellite shall download stored state of health telemetry data/logs. 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

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[***] 
  

	3.4.2	 Command response telemetry on all bands 



The satellite shall respond to commands over either UHF and X-band downlinks as commanded. 

 

	3.5	 Propulsion Requirements 



 

	3.5.1	 Propulsion maneuver auto-termination 



If a propulsion maneuver cannot execute as commanded, the satellite shall [***] 

Note: Once the latch flag is cleared by the ground segment, propulsion maneuvers will again be accepted. 

Note: The propulsion maneuver inhibit is accomplished by transitioning the satellite to [***] 

 

	3.5.2	 Collision Avoidance 



The satellite shall be able phase by [***] in true anomaly one time over [***] 
  

	3.5.3	 Orbit Phasing 



The satellite shall be able to phase in true anomaly by [***] one time over a period of [***] 

 

	3.5.4	 Orbit Maintainence 



With an initial circular orbit altitude of at least [***] the satellite shall be able to maintain its orbit at or above this altitude for the operational
lifetime 
  

	3.5.5	 Altitude Change 



The satellite shall be able change its circular orbit altitude from [***] one time 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	3.5.6	 Deorbit 



The satellite shall be able to lower the perigee of an originally circular orbit at [***] in altitude to a perigee of [***] one time 

 

	3.6	 Commanding Requirements 



 

	3.6.1	 Satellite Commanding 



The satellite shall respond to commands in accordance with the Space Vehicle Handbook 

 

	3.6.2	 Validate mission commands 



The satellite shall validate mission commands IAW the Space Vehicle Handbook 
  

	3.6.3	 Software Update 



When commanded IAW the Space Vehicle Handbook, the satellite shall update all updatable software, FPGA configuration files, and system-adjustable parameters
based on an over-the-air file update 
  

	3.6.4	 Golden Master 



When commanded IAW the Space Vehicle Handbook, the satellite shall revert all updatable software, FPGA configuration files, and system-adjustable parameters to
a golden master copy stored in non-volatile memory. 
 Note: This requirement assumes good design practices are
implemented that provide high confidence the golden master is not corrupted, e.g. stored in triplicate with voting, etc. Note: The golden master functionality is described in the Space Vehicle Handbook 

 

	4	 DESIGN REQUIREMENTS 



 

	4.1	 Physical Requirements 



 

	4.1.1	 First fundamental frequency 



The satellite shall have a first fundamental frequency of at least: 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	 	•	 	 [***] 


  

	 	•	 	 [***] 



Note: These figures include the influence of the S/C separation system. 

Note: Axis definitions are contained in the Space Vehicle Handbook 
  

	4.1.2	 Maximum Tip-off Rate 



The satellite shall be able to sustain a max tip-off rate of up to [***] per second 

Note: This is not per axis, but the total magnitude of the tip-off rate 

[***] 
 [***] 

 

	4.1.3	 Overall satellite residual magnetic dipole 



The satellite shall have a residual magnetic dipole of less than [***] 

Note: Residual means [***] not in use. 
  

	4.1.4	 C.M.-C.P. offset 



In the operational configuration, the satellite shall have a C.M.-C.P. (center of mass – center of pressure)
offset of less than [***] along the body [***] and less than [***] in the [***] 
  

	4.1.5	 MOI ratio 



The satellite in the operational configuration shall have a difference between Iaxial and Itransverse of less than [***] 
 Note: 

 

	 	•	 	 Iaxial = Izz 


  

	 	•	 	 Itransverse = max(Ixx,Iyy) 



Note: This ensures the gravity gradient torque is less than what the torque rods can counter 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	4.2	 Electrical Requirements 



 

	4.2.1	 Power all peripherals simultaneously 



The satellite shall be able to operate all peripheral devices used by its payload and communications subsystems (including peripheral devices required to
maintain attitude control) simultaneously. 
  

	4.2.2	 Cumulative Number of Communication Opportunities 



The satellite shall support [***] (i.e. X/S) communications opportunities over its operational lifetime. 

[***] 
  

	4.2.3	 EMI/EMC [***] 



The satellite operational performance shall [***], when all of the units or devices in the satellite are operating together at their designed levels of
efficiency or their design capability. 
  

	4.2.4	 Grounding 



The satellite structure and components shall comply with the following surface grounding requirements: 

 

	 	•	 	 [***] 


  

	 	•	 	 [***] 


  

	 	•	 	 [***] 



  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	4.3	 Security Requirements 



 

	4.3.1	 On-board decryption 



The satellite shall utilize [***] 
  

	4.3.2	 Do not accept unencrypted commands 



The satellite shall not accept unencrypted commands during RF communication 
  

	4.3.3	 Encrypt image data 



The satellite shall encrypt image files with [***] 
  

	4.3.4	 Encrypt TT&C data 



The satellite shall encrypt tracking, telemetry, and control (TT&C) data with [***] 

Note: BlackSky shall approve implementation of [***] 
  

	4.3.5	 [***] encryption keys [***] 



When commanded IAW the Space Vehicle Handbook, the satellite encryption shall be [***] 

 

	4.4	 Computer Resource Requirements 



 

	4.4.1	 Storage capacity for payload data 



At the end of a [***] the satellite shall have at least [***] 
  

	4.4.2	 Storage capacity for non-payload data 



At the end of a [***] the satellite shall have at least [***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	4.4.3	 Total Log File Size 



The satellite shall have a total log file size that does not exceed the value specified in the Total Log File Size SAP 

 

	5	 PERFORMANCE REQUIREMENTS 



 

	5.1.1	 Image quality (NIIRS) 



At [***] the satellite shall capture images with a NIIRS rating of > [***] and a SNR of > [***] reference scene of [***] and the sun at [***] 

Note: NIIRS should be evaluated using the [***] 

Note: This requirement only applies to panchromatic imaging 

Note: The requirement applies over the center [***] of the field of view 

Note: The NIIRS rating and SNR values in this requirement are TBR pending [***] 

 

	5.1.2	 Maximum wet mass 



The satellite wet mass, excluding separation system, shall be less than [***] 
  

	5.1.3	 External dimensions 



In the launch configuration, the satellite external dimensions shall not exceed [***] 

Note: 
  

	 	•	 	 Local excursions on the -Z face are generally acceptable, with
specific envelope to be approved as part of launch system integration effort. 


  

	 	•	 	 Excursions are allowed for the UHF antenna, FSS, GPS antenna, and seperation system harness which must be
coordinated with BlackSky  


  

	 	•	 	 The volume does not include a separation system. 



 

	5.1.4	 Unpowered duration without charging 



The satellite shall function as specified herein after being unpowered for up to [***] and without charging via either [***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	5.1.5	 Center of mass 



The satellite center of mass offset shall be less than [***] along the body Z-axis from the MLB-Propulsion Deck interface plane 
  

	6	 EXTERNAL INTERFACES 



 

	6.1	 Launch Vehicle Interface 



 

	6.1.1	 No Electrical Interface 



The satellite will have no electrical connection to the Launch Vehicle 
  

	6.1.2	 Separation System 



The satellite mechanical interface shall be compatible with a [***] 
  

	6.1.3	 Separation signals 



The satellite shall accept [***] independent signals from the separation system that indicate separation. 

Each separation signal will transition from an [***] upon separation. 
  

	6.1.4	 Thrust Vector to Center of Mass Offset 



The angular and lateral offset between the thrust vector and center-of-mass
shall be such that the satellite can sustain a single propulsion burn imparting a delta-V of at least [***] to the satellite without saturating the reaction wheels. 

Note: This value was derived from the [***] 
 Note:
The delta-V computed assumes a satellite mass of [***] 
  

	6.1.5	 Lightband Separation Force Vector to Center of Mass Offset 



The satellite center-of-mass shall be such that the MLB Separation Force Vector
can be tuned to align with the center-of-mass that results in a tip-off rate less than or equal to [***] per axis 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	6.2	 Space-Ground Communications 



 

	6.2.1	 X-band RF Link 



 

	6.2.1.1	 X-band downlink margin 



The satellite shall downlink images with [***] success rate when the elevation angle is greater than [***] 

Note: Ground station parameters are in accordance with the Spacecraft to Ground ICD 

 

	6.2.1.2	 X-band downlink rates 



The satellite shall have an X-band downlink datarate of at least [***] 

Note: This is the data rate of the physical layer, so it is the recovered data rate after any forward-error correction, but headers and other bits used by
communications protocols come out of this data rate. 
  

	6.2.1.3	 X-band Physical Layer ICD Compliance 



The satellite shall have an X-band downlink that complies with the Spacecraft to Ground ICD 

 

	6.2.2	 S-band RF Link 



 

	6.2.2.1	 S-band uplink margin 



The satellite shall have a maximum S-band uplink [***] with at least [***] margin when the elevation angle is greater
than [***] 
 Note: 
  

	 	•	 	 BER = bit-error rate 



 

	 	•	 	 Elevation angle is defined relative to the horizon of the ground station (0° is the
horizon) 


  

	 	•	 	 This requirement does not imply the satellite has sufficient power or other capabilities to perform high-rate
communications for this entire duration of a [***] A separate requirement specifies minimum communications time per orbit. 


  

	 	•	 	 This requirement ensures the satellite can track a ground station well enough to close the link the assumed
ground station parameters. 



  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

For purposes of link margin calculations, the applicable ground station parameters will be defined in the Spacecraft to Ground ICD 

 

	6.2.2.2	 S-band uplink rate 



The satellite shall have an S-band uplink datarate of [***] 

Note: This is the data rate of the physical layer, so it is the recovered data rate after any forward-error correction, but headers and other bits used by
communications protocols come out of this data rate. 
  

	6.2.2.3	 S-band Physical Layer ICD Compliance 



The satellite shall have an S-band uplink that complies with the Spacecraft to Ground ICD 

 

	6.2.2.4	 Receive commands via S-band 



The satellite shall receive mission commands, as defined in the Space Vehicle Handbook, via the S-band uplink. 

 

	6.2.3	 UHF RF Link 


  

	6.2.3.1	 UHF link margin 



The satellite shall have a maximum UHF [***] with at least [***] margin when the elevation angle is greater than [***] with at least [***]% spherical coverage.

 Note: 
  

	 	•	 	 BER = bit-error rate 



 

	 	•	 	 Elevation angle is defined relative to the horizon of the ground station (0° is the
horizon) 


  

	 	•	 	 This requirement does not imply the satellite has sufficient power or other capabilities to for this entire
duration of a [***] elevation pass. A separate requirement specifies minimum communications time per orbit. 


  

	 	•	 	 This requirement ensures the satellite has near omni-directional coverage of UHF link 



 For purposes of link margin calculations, the applicable ground station parameters will be defined in the Spacecraft to Ground
ICD 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	6.2.4	 UHF Tx bandwidth 



The satellite shall transmit via UHF with an occupied bandwidth of less than [***] 

Note: The satellite is not required to be able to downlink image data over UHF. 

 

	6.2.5	 UHF Rx bandwidth 



The satellite shall receive via UHF with an occupied bandwidth of less than [***] 
  

	6.2.6	 UHF Physical Layer ICD Compliance 



The satellite shall have an UHF uplink and downlink that comply with the Spacecraft to Ground ICD 

 

	6.2.7	 Receive commands via UHF 



The satellite shall receive mission commands, as defined in the Space Vehicle Handbook, via the UHF uplink. 

 

	6.3	 Ground Support Equipment 



 

	6.3.1	 Electrical GSE 


  

	6.3.1.1	 External interface for configuration updates 



The satellite shall have an externally accessible connection [***] that supports updating the [***] 

Note: This requirement does not apply to all peripherals, just avionics. [***] 

 

	6.3.1.2	 External wired I/F for TT&C 



The satellite shall have an externally accessible hard-line (i.e. not RF) connection that supports the TT&C interface with a data throughput not less than
the UHF RF link IAW the Spacecraft to Ground ICD. 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

Note: The intent of this requirement is a hard-line version of the capability capable via the UHF link. 

 

	6.3.1.3	 PIL interface 



The satellite shall have an [***] 
 Note: This includes but is
not limited to the ability to ingest simulated sensor data and send actuator command data. 
  

	6.3.1.4	 [***] 



[***] 
  

	6.3.2	 EPS GSE 


  

	6.3.2.1	 [***] 



[***] 
 [***] 

 

	6.3.2.2	 Shore power I/F 



The satellite shall have an [***] that supports the maximum power draw of the satellite with [***] 

Note: [***] 
  

	6.3.2.3	 [***] 



The satellite shall have [***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	6.3.2.4	 [***] 



The satellite shall have [***] 
  

	6.3.2.5	 Power-up inhibit 



The satellite shall have [***] 
 [***] 

 

	6.3.3	 Propulsion GSE 


  

	6.3.3.1	 [***] 



The satellite shall have [***] 
 [***] 

 

	6.3.3.2	 Pressure vessel leak check interfaces 



The satellite shall have an [***] 
 [***] 

[***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	6.3.3.3	 [***] 



The satellite shall have an [***] 
  

	6.3.4	 Mechanical GSE 


  

	6.3.4.1	 [***] 



[***] 
  

	6.3.4.2	 Ease of MGSE installation and removal 



Installation and removal of MGSE shall not [***] 
  

	6.3.4.3	 Labeled MGSE fastener locations 



The satellite shall distinguish MGSE fastener locations from flight fastener locations. 

Note: Where possible marking the structure with etching, labeling, etc. complies. Use of different sized fasteners is also acceptable. 

 

	7	 INTERNAL INTERFACES 



 

	[***]	 



[***] 
  

	[***]	 



[***] 
  

	7.3	 Image File Format 



The satellite shall store the image and metadata IAW the Space Vehicle Handbook 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	8	 REGULATORY REQUIREMENTS 



 

	8.1	 FCC compliance 



The satellite shall comply with FCC licensing requirements Title 47 Subchapter B Part 25 Subsection 25.202 for RF emissions including but not limited to center
frequency, occupied bandwidth, and power-flux density parameters. 
  

	8.2	 Orbital Debris 


  

	8.2.1	 Limiting Orbital Debris 



The satellite shall be compliant with [***] 
  

	8.2.2	 Orbital Debris Assessment 



The satellite shall complete a Satellite Orbital Debris Assessment Report (ODAR) IAW Appendix [***] 

 

	8.2.3	 Insertion Orbit Coordination 



The satellite shall obtain guidance from BlackSky on the insertion orbit and planned propulsion conops in order to inform the ODAR and associated analysis 

 

	8.2.4	 Pressure vessel safety [***] 



The satellite shall comply with pressure vessel safety requirements in [***] 
  

	8.2.5	 DOT compliance 



When fully integrated but unfueled, the satellite pressure vessels shall comply with US Department of Transportation requirements per CFR 49, Part 173 to ship
satellite via ground or air transportation both domestically and internationally. 
  

	8.2.6	 Propulsion system safety [***] 



The satellite shall comply with propulsion system safety requirements in [***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	8.2.7	 Venting propellant lines and tanks 



The satellite shall have [***] 
 [***] 

 

	8.2.8	 Battery safety [***] 



The satellite shall comply with battery safety requirements in [***] 
  

	8.2.9	 Battery safety [***] 



If lithium metal or lithium-ion cells or batteries are used, the satellite should comply with battery safety
requirements in [***] 
  

	8.2.10	 Prohibited hazards 



The satellite shall not have any of the following hazards: 
  

	 	•	 	 [***] 


  

	 	•	 	 [***] 


  

	 	•	 	 [***] 


  

	 	•	 	 [***] 


  

	 	•	 	 [***] 



  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	9	 ENVIRONMENTAL REQUIREMENTS 



 

	9.1	 Thermal Environments 



 

	9.1.1	 Unpowered storage environment 



The satellite shall survive and function after un-powered storage in environments ranging from [***] 

Note: This requirement is meant to aid in component selection and does reflect the conditions under which the satellite subsystems or satellite itself will
be stored. The satellite production facility will have environmental controls to ensure the hardware is not exposed to environments that are below the dew point 
  

	9.1.2	 Terrestrial operating environment 



The satellite shall survive and function in environments ranging from [***] 
  

	9.1.3	 Short-duration radiative heat flux 



During ascent, the satellite shall survive exposure to the fairing temperature shown below, assuming a fairing emissivity of [***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

[***] 
  

	9.1.4	 Free-molecular Heating 



Following fairing jettison, the satellite shall survive exposure to the following free-molecular heating profile: 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

[***] 
 Note: this environment
represents the heating environment from fairing jettison until separation. 
  

	9.1.5	 On-orbit temp/pressure 



The satellite shall survive and function assuming the worst-case, on-orbit thermal environments as defined given the
orbits defined herein. 
 Note: Orbits are definied in requirements 1.1 and 1.2 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	9.2	 Pressure Environments 



 

	9.2.1	 Pressure venting 



The satellite shall survive exposure to pressure venting rates up to [***] 
  

	9.2.2	 Pressure venting spikes 



The satellite shall survive exposure to pressure venting spikes of up to [***] 

Note: The values for steady state and transient pressure venting were obtained from the [***] 

 

	9.3	 Mechanical Environments 



 

	9.3.1	 Acoustic environment 



The satellite shall have positive margins of safety when subjected to the launch acoustic environments shown in the table below. These levels are shown as
design/acceptance levels without any added test factors. 
 [***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	9.3.2	 Quasi-static loads 



The satellite shall survive exposure to a [***] in all axes applied non-simultaneously. 

 

	9.3.3	 Shock environment 



The satellite shall survive exposure to the shock spectrum generated by the [***] 
  

	9.3.4	 Random Vibration 



The satellite shall survive exposure to the vibration environment profiled in the table below. These levels are shown as design/acceptance levels without any
added test factors. Notching per [***] is permitted and shall be reviewed and approved by the launch authority. 
 [***] 

 

	9.3.5	 Sine vibration 



The satellite shall have positive margins of safety when subjected to the sine vibration environments shown in the table below. 

[***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

[***] 
 Note: 

 

	 	•	 	 Longitudinal is define as along the axis of the rocket, and lateral is in the orthogonal plane.



  

	 	•	 	 [***] 


  

	10	 MATERIALS AND PROCESS 



 

	10.1	 AI&T within cleanroom 



The satellite integration shall be conducted in a Class [***] cleanroom as per [***] 

 

	10.2	 Contamination Control 



The satellite shall maintain contamination control guidelines per [***] 

Note: Optical payload aperture must be protected during all phases of AI&T 

 

	10.3	 Low outgassing and bakeout 



The satellite shall meet at least of one the following criteria: 

[***] 
 [***] 

  
  

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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 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	11	 VERIFICATION 



 

	11.1	 Structural Analysis 



The satellite shall have positive Margins of Safety (MoS) in ultimate and yield when Factors of Safety (FoS) defined in [***] A are applied to the maximum
limit loads (i.e. acceptance loads) encountered during service, where the margin of safety is calculated as: 
 MoS = (Material Allowable)/((Acceptance Load)*(FoS))-1 
 [***] 
  

	11.2	 Testability 


  

	11.2.1	 Easily remove RF antennas 



The satellite shall have antennas with externally accessible RF connectors. 
  

	11.2.2	 Externally accessible antennas 



In the launch configuration, the satellite antennas shall be externally accessible to support RF testing 

 

	11.3	 Testing 


  

	11.3.1	 Vibration 


  

	11.3.1.1	 Vibration Test Resonance Survey 



Prior to imposing the random vibration environment, a resonance survey shall be performed along each axis to screen for resonant frequencies from [***] 

 

	11.3.1.2	 Vibration Test Resonance Survey Pass Criterion 



Components shall fail resonance surveying if any fundamental frequency (primary mode) shifts beyond [***] between pre and post test resonance survey. Resonance
survey results should be reviewed by the Mechanical Analysis team. 

  
  

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. 

34 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	11.3.1.3	 Vibration Test Occurrence 



The satellite shall be subjected to random vibration testing as part [***]. Testing levels are documented elsewhere in this specifications. 

 

	11.3.1.4	 Environmental Test Factors and Durations 



Unless otherwise specified, environmental test factors and durations shall comply with the table below: 

[***] 

  
  

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. 

35 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

[***] 
 [***] 

[***] 

  
  

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. 

36 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

	11.4	 Verification Matrix 



The matrix below shows the verification methods associated with each requirement in this specification 

 

									
	 Heading
	  	 Requirement Name
	  	 First Unit (or

Configuration

Change)
	  	 Follow-on

Units
	  	 Comments

					
	1.1	  	[***]	  	[***]	  	[***]	  	
					
	1.2	  	[***]	  	[***]	  	[***]	  	
					
	1.1	  	[***]	  	[***]	  	[***]	  	
					
	2.1.1	  	[***]	  	[***]	  	[***]	  	
					
	2.1.2	  	[***]	  	[***]	  	[***]	  	
					
	2.2.1	  	[***]	  	[***]	  	[***]	  	
					
	2.2.2	  	[***]	  	[***]	  	[***]	  	
					
	2.2.3	  	[***]	  	[***]	  	[***]	  	
					
	2.2.4	  	[***]	  	[***]	  	[***]	  	
					
	2.2.5	  	[***]	  	[***]	  	[***]	  	
					
	2.2.6	  	[***]	  	[***]	  	[***]	  	
					
	2.3.1	  	[***]	  	[***]	  	[***]	  	
					
	2.3.2	  	[***]	  	[***]	  	[***]	  	[***]
					
	2.3.3	  	[***]	  	[***]	  	[***]	  	


  
  

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. 

37 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

									
	 Heading
	  	 Requirement Name
	  	 First Unit (or

Configuration

Change)
	  	 Follow-on

Units
	  	 Comments

					
	3.1.1	  	[***]	  	[***]	  	[***]	  	
					
	3.1.2	  	[***]	  	[***]	  	[***]	  	[***]
					
	3.1.3	  	[***]	  	[***]	  	[***]	  	
					
	3.1.4	  	[***]	  	[***]	  	[***]	  	
					
	3.1.5	  	[***]	  	[***]	  	[***]	  	
					
	3.1.6	  	[***]	  	[***]	  	[***]	  	
					
	3.1.7	  	[***]	  	[***]	  	[***]	  	
					
	3.1.8	  	[***]	  	[***]	  	[***]	  	
					
	3.1.9	  	[***]	  	[***]	  	[***]	  	
					
	3.1.10	  	[***]	  	[***]	  	[***]	  	
					
	3.1.11	  	[***]	  	[***]	  	[***]	  	
					
	3.1.12	  	[***]	  	[***]	  	[***]	  	
					
	3.1.13	  	[***]	  	[***]	  	[***]	  	
					
	3.2	  	[***]	  	[***]	  	[***]	  	
					
	3.3.1	  	[***]	  	[***]	  	[***]	  	
					
	3.3.2	  	[***]	  	[***]	  	[***]	  	
					
	3.3.3	  	[***]	  	[***]	  	[***]	  	[***]
					
	3.3.4	  	[***]	  	[***]	  	[***]	  	
					
	3.4.1	  	[***]	  	[***]	  	[***]	  	


  
  

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. 

38 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

									
	 Heading
	  	 Requirement Name
	  	 First Unit (or

Configuration

Change)
	  	 Follow-on

Units
	  	 Comments

					
	3.4.2	  	[***]	  	[***]	  	[***]	  	
					
	3.5.1	  	[***]	  	[***]	  	[***]	  	
					
	3.5.2	  	[***]	  	[***]	  	[***]	  	
					
	3.5.3	  	[***]	  	[***]	  	[***]	  	
					
	3.5.4	  	[***]	  	[***]	  	[***]	  	
					
	3.5.5	  	[***]	  	[***]	  	[***]	  	
					
	3.5.6	  	[***]	  	[***]	  	[***]	  	
					
	3.6.1	  	[***]	  	[***]	  	[***]	  	
					
	3.6.2	  	[***]	  	[***]	  	[***]	  	
					
	3.6.3	  	[***]	  	[***]	  	[***]	  	
					
	3.6.4	  	[***]	  	[***]	  	[***]	  	
					
	4.1.1	  	[***]	  	[***]	  	[***]	  	[***]
					
	4.1.2	  	[***]	  	[***]	  	[***]	  	
					
	4.1.3	  	[***]	  	[***]	  	[***]	  	
					
	4.1.4	  	[***]	  	[***]	  	[***]	  	
					
	4.1.5	  	[***]	  	[***]	  	[***]	  	
					
	4.2.1	  	[***]	  	[***]	  	[***]	  	
					
	4.2.2	  	[***]	  	[***]	  	[***]	  	
					
	4.2.3	  	[***]	  	[***]	  	[***]	  	
					
	4.2.4	  	[***]	  	[***]	  	[***]	  	


  
  

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. 

39 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

									
	 Heading
	  	 Requirement Name
	  	 First Unit (or

Configuration

Change)
	  	 Follow-on

Units
	  	 Comments

					
	4.3.1	  	[***]	  	[***]	  	[***]	  	
					
	4.3.2	  	[***]	  	[***]	  	[***]	  	
					
	4.3.3	  	[***]	  	[***]	  	[***]	  	
					
	4.3.4	  	[***]	  	[***]	  	[***]	  	
					
	4.3.5	  	[***]	  	[***]	  	[***]	  	
					
	4.4.1	  	[***]	  	[***]	  	[***]	  	
					
	4.4.2	  	[***]	  	[***]	  	[***]	  	
					
	4.4.3	  	[***]	  	[***]	  	[***]	  	
					
	5.1.1	  	[***]	  	[***]	  	[***]	  	
					
	5.1.2	  	[***]	  	[***]	  	[***]	  	[***]
					
	5.1.3	  	[***]	  	[***]	  	[***]	  	
					
	5.1.4	  	[***]	  	[***]	  	[***]	  	
					
	5.1.5	  	[***]	  	[***]	  	[***]	  	[***]
					
	6.1.1	  	[***]	  	[***]	  	[***]	  	
					
	6.1.2	  	[***]	  	[***]	  	[***]	  	
					
	6.1.3	  	[***]	  	[***]	  	[***]	  	
					
	6.1.4	  	[***]	  	[***]	  	[***]	  	[***]
					
	6.1.5	  	[***]	  	[***]	  	[***]	  	[***]
					
	6.2.1.1	  	[***]	  	[***]	  	[***]	  	


  
  

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. 

40 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

									
	 Heading
	  	 Requirement Name
	  	 First Unit (or

Configuration

Change)
	  	 Follow-on

Units
	  	 Comments

					
	6.2.1.2	  	[***]	  	[***]	  	[***]	  	
					
	6.2.1.3	  	[***]	  	[***]	  	[***]	  	
					
	6.2.2.1	  	[***]	  	[***]	  	[***]	  	
					
	6.2.2.2	  	[***]	  	[***]	  	[***]	  	
					
	6.2.2.3	  	[***]	  	[***]	  	[***]	  	
					
	6.2.2.4	  	[***]	  	[***]	  	[***]	  	
					
	6.2.3.1	  	[***]	  	[***]	  	[***]	  	
					
	6.2.4	  	[***]	  	[***]	  	[***]	  	
					
	6.2.5	  	[***]	  	[***]	  	[***]	  	
					
	6.2.6	  	[***]	  	[***]	  	[***]	  	
					
	6.2.7	  	[***]	  	[***]	  	[***]	  	
					
	6.3.1.1	  	[***]	  	[***]	  	[***]	  	
					
	6.3.1.2	  	[***]	  	[***]	  	[***]	  	
					
	6.3.1.3	  	[***]	  	[***]	  	[***]	  	
					
	6.3.1.4	  	[***]	  	[***]	  	[***]	  	
					
	6.3.2.1	  	[***]	  	[***]	  	[***]	  	
					
	6.3.2.2	  	[***]	  	[***]	  	[***]	  	
					
	6.3.2.3	  	[***]	  	[***]	  	[***]	  	


  
  

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. 

41 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

									
	 Heading
	  	 Requirement Name
	  	 First Unit (or

Configuration

Change)
	  	 Follow-on

Units
	  	 Comments

					
	6.3.2.4	  	[***]	  	[***]	  	[***]	  	
					
	6.3.2.5	  	[***]	  	[***]	  	[***]	  	
					
	6.3.3.1	  	[***]	  	[***]	  	[***]	  	
					
	6.3.3.2	  	[***]	  	[***]	  	[***]	  	
					
	6.3.3.3	  	[***]	  	[***]	  	[***]	  	
					
	6.3.4.1	  	[***]	  	[***]	  	[***]	  	
					
	6.3.4.2	  	[***]	  	[***]	  	[***]	  	
					
	6.3.4.3	  	[***]	  	[***]	  	[***]	  	
					
	7.1	  	[***]	  	[***]	  	[***]	  	
					
	7.2	  	[***]	  	[***]	  	[***]	  	
					
	7.3	  	[***]	  	[***]	  	[***]	  	
					
	8.1	  	[***]	  	[***]	  	[***]	  	
					
	8.2.1	  	[***]	  	[***]	  	[***]	  	
					
	8.2.2	  	[***]	  	[***]	  	[***]	  	
					
	8.2.3	  	[***]	  	[***]	  	[***]	  	
					
	8.2.4	  	[***]	  	[***]	  	[***]	  	
					
	8.2.5	  	[***]	  	[***]	  	[***]	  	


  
  

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. 

42 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

									
	 Heading
	  	 Requirement Name
	  	 First Unit (or

Configuration

Change)
	  	 Follow-on

Units
	  	 Comments

					
	8.2.6	  	[***]	  	[***]	  	[***]	  	
					
	8.2.7	  	[***]	  	[***]	  	[***]	  	
					
	8.2.8	  	[***]	  	[***]	  	[***]	  	
					
	8.2.9	  	[***]	  	[***]	  	[***]	  	
					
	8.2.10	  	[***]	  	[***]	  	[***]	  	
					
	9.1.1	  	[***]	  	[***]	  	[***]	  	
					
	9.1.2	  	[***]	  	[***]	  	[***]	  	
					
	9.1.3	  	[***]	  	[***]	  	[***]	  	
					
	9.1.4	  	[***]	  	[***]	  	[***]	  	
					
	9.1.5	  	[***]	  	[***]	  	[***]	  	[***]
					
	9.2.1	  	[***]	  	[***]	  	[***]	  	
					
	9.2.2	  	[***]	  	[***]	  	[***]	  	
					
	9.3.1	  	[***]	  	[***]	  	[***]	  	
					
	9.3.2	  	[***]	  	[***]	  	[***]	  	[***]
					
	9.3.3	  	[***]	  	[***]	  	[***]	  	
					
	9.3.4	  	[***]	  	[***]	  	[***]	  	[***]
					
	9.3.5	  	[***]	  	[***]	  	[***]	  	


  
  

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. 

43 













 SPCV1 Exhibit B 

Satellite Technical Specification 

Revision 3 
  

									
	 Heading
	  	 Requirement Name
	  	 First Unit (or

Configuration

Change)
	  	 Follow-on

Units
	  	 Comments

					
	10.1	  	[***]	  	[***]	  	[***]	  	
					
	10.2	  	[***]	  	[***]	  	[***]	  	
					
	10.3	  	[***]	  	[***]	  	[***]	  	
					
	11.1	  	[***]	  	[***]	  	[***]	  	
					
	11.2.1	  	[***]	  	[***]	  	[***]	  	
					
	11.2.2	  	[***]	  	[***]	  	[***]	  	
					
	11.3.1.1	  	[***]	  	[***]	  	[***]	  	
					
	11.3.1.2	  	[***]	  	[***]	  	[***]	  	
					
	11.3.1.3	  	[***]	  	[***]	  	[***]	  	
					
	11.3.1.4	  	[***]	  	[***]	  	[***]	  	


  
  

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. 

44 













 Exhibit C 

Milestone & Payment Schedule 

For the Construction Of 
 The
BlackSky Satellite Constellation 
  

			
	Document:	  	SPCJVl Exhibit C: Milestone & Payment Schedule
		
	Contract #:	  	SPCJVl
		
	Revision	  	4
		
	Updated	  	3/5/2018
		
	 Approved by SFI:
	  	 





		
	 Approved by TAS:
	  	 







  
  

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
	  	3/5/18	  	Final updates per second close business plan
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	


  
  

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. 

2 













 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. 

3 













 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.
  

																			
	 	  	 [***]
	  	[***]	 	 	[***]	 	  	[***]	 	  	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	[***]	  	[***]	  	 	[***]	 	 	 	[***]	 	  	 	[***]	 	  	 	[***]	 
	 Total
	  		  	 	100	% 	 				  				  			


  
  

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 













 Exhibit D 

Options Price List 
 For
the Construction Of 
 The BlackSky Satellite Constellation 
  

			
	Document:	  	SPCJVl Exhibit D: Options Price List
		
	Contract #:	  	SPCJVl
		
	Revision	  	3
		
	Updated	  	3/3/2018
		
	 Approved by SFI:
	  	




		
	 Approved by TAS:
	  	 







  
  

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 D 

Options Price List 
 Revision 3 

 
 Revision History 

 

					
	 Revision
	  	 Date
	  	 Changes

	 Draft
	  	10/2/17	  	Initial working draft, not configuration controlled
	 1
	  	10/13/2017	  	Reference for fist closing
	 2
	  	2/15/18	  	Final version for Second Close
	 3
	  	3/3/2018	  	Formatting updates for second close
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	


  
  

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 D 

Options Price List 
 Revision 3 

 
 TABLE OF CONTENTS 

 

							
	 1
	  	Overview	  	 	4	 
			
	 2
	  	Applicable Documents	  	 	4	 
			
	 3
	  	Price List	  	 	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 D 

Options Price List 
 Revision 3 

 

	1	 OVERVIEW 



This plan defines a price list for options to the satellite contract, as per Article 29 of SPCV1 and section 9 of exhibit A. 

 

	2	 APPLICABLE DOCUMENTS 



The below applicable documents are listed in order of precedence: 
  

	 	1)	 SPCJV1: Satellite Program Contract 



 

	 	2)	 SPCJV1 Exhibit A: Satellite Statement of Work 



 

	 	3)	 SPCJV1 Exhibit B: Satellite Technical Specification 



 

	 	4)	 SPCJV1 Exhibit C: Milestone and Payment Schedule 



 

	 	5)	 SPCJV1 Exhibit D: Options Price List (this document) 



 

	3	 PRICE LIST 



 

									
	 Option
	  	 Type
	  	 Scope
	  	 Type
	  	 Price

	1	  	Ground Support Equipment (GSE) (section 9.1 of exhibit A)	  	[***]	  	[***]	  	[***]
					
	2	  	Support Services (section 9.2 of exhibit A)	  	[***]	  	[***]	  	[***]
					
	3	  	Satellite Procurement (section 9.3 of exhibit A)	  	 Up to qty(40) Satellites

with minimum order of

[***]
	  	[***]	  	[***]
					
	4	  	 Additional Storage

(section 9.4 of exhibit A)
	  	[***]	  	[***]	  	[***]
					
	5	  	Items Procured by Purchaser	  	[***]	  	[***]	  	[***]


  
  

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