ARTICLE 17. CONTINUING OBLIGATIONS

The obligations of the Parties set forth in the provisions, "Liability and Risk of Loss,"
"Intellectual Property Rights," and "Financial Obligations” shall continue to apply after
the expiration or termination of this Agreement.

ARTICLE 18. MANAGEMENT POINTS OF CONTACTS

The following personnel are designated as the principal points of contact between the
Parties in the performance of this Agreement.

Management Points of Contact

NASA Ames Research Center
Alan Weston

Director of Progams and Projects
Phone: (650) 604-3306

Alan.R. Weston@nasa.gov

Mail Stop 202-3
Moffett Field, CA 94035

Technical Points of Contact

NASA Ames Research Center
Sidney Sun

Project Lead

Mail Stop 244-19

Moffett Field, CA 94035
Phone: (650) 604-4835
Sidney.c.sun@nasa.gov

Phil Herlth

Technology Partnership Mgr.
Mail Stop 202A-3

Moffett Field, CA 94035

Phone_ (650) 604-0625

e-mail Philip.M.Herlth@nasa.gov

Odyssey Moon Ventures LLC

Jay Honeycutt

President, Odyssey Moon Ventures LLC
Phone: (703) 801-9031

Jay. Honeycutt@odysseymoon.com

Corporate Office
109 S. Water St.
Henderson, NV 89015

Odyssey Moon Ventures LLC
Eric Dahlstrom

Technical Liaison

1111 Army Navy Dr. #1201
Arlington, VA 22202
(202)-288-0622

Eric. Dahlstrom@OdysseyMoon.com

Odyssey Moon Ventures LLC

Eric Dahlstrom

Technical Liaison

1111 Army Navy Dr. #1201
Arlington, VA 22202
(202)-288-0622
Eric.Dahlstrom@OdysseyMoon.com

14 CA AN AnDING


costs, it is understood that NASA provides no assurance that the proposed effort
under this Agreement will be accomplished for the above estimated amount.
Should the effort cost more than the estimate, OMV will be advised by NASA as
soon as possible. OMV shall pay all costs incurred and have the option of
canceling the remaining effort, or providing additional funding in order to
continue the proposed effort under the revised estimate. Should this Agreement
be terminated, or the effort completed at a cost less than the agreed-to estimated
cost, NASA shall account for any unspent funds within One (1) year after
completion of all effort under this Agreement, and promptly thereafter, return any
unspent funds to OMV.

4) Notwithstanding any other provision of this Agreement, ail activities under or
pursuant to this Agreement are subject to the availability of funds, and no
provision of this Agreement shall be interpreted to require obligation or payment
of funds in violation of the Anti-Deficiency Act, Title 31 U.S.C.§ 1341.

ARTICLE 6. PRIORITY OF USE

Any schedule or milestone in this Agreement is estimated based upon the Parties’ current
understanding of the projected availability of NASA personnel, test facilities and
equipment. In the event that NASA's projected availability changes, Partner shall be
given reasonable notice of that change, so that the schedule and milestones may be
adjusted accordingly. The Parties agree that NASA usage of the test facilities,
equipment, and personnel shall have priority over the usage planned in this Agreement.
Should a conflict arise, NASA in its sole discretion shall determine whether to exercise
that priority. Likewise, should a conflict arise as between two commercial users, NASA,
in its sole discretion, shall determine the priority as between the two users. This
Agreement does not obligate NASA to seek alternative government property or services
under the jurisdiction of NASA at other locations.

ARTICLE 7. NONEXCLUSIVITY

This Agreement is not exclusive; accordingly, NASA may enter into similar Agreements
for the same or similar purpose with other U.S. private or public entities.

ARTICLE 8. LIABILITY AND RISK OF LOSS

1. Partner hereby waives any claims against NASA, its employees, its related entities,
(including, but not limited to, contractors and subcontractors at any tier, grantees,
investigators, customers, users, and their contractors and subcontractors, at any tier) and
employees of NASA's related entities for any injury to, or death of, Partner employees or
the employees of Partner's related entities, or for damage to, or loss of, Partner's property
or the property of its related entities arising from or related to activities conducted under
this Agreement, whether such injury, death, damage, or loss arises through negligence or
otherwise, except in the case of willful misconduct.

5 CA AD ANIING


ARC-16264-1 Modular Common Bus Models and Software

(c) With respect to such Data specifically identified in this Agreement or specifically
marked with a restrictive notice, Partner agrees to:

(i) Use, disclose, or reproduce such Data only to the extent necessary to perform
the work required under this Agreement;

(ii) Safeguard such Data from unauthorized use and disclosure;

(iii) Allow access to such Data only to its employees and any Related Entity that
require access for their performance under this Agreement;

(iv) Except as otherwise indicated in (c)(iii) above, preclude access and
disclosure of such Data outside Partner's organization;

(v) Notify its employees who may require access to such Data about the
obligations under this clause and ensure that such employees comply with such
obligations, and notify its Related Entity that may require access to such Data about their
obligations under this clause; and

(vi) Return or dispose of such Data, as NASA may direct, when the Data is no
longer needed for performance under this Agreement.

9. Oral and visual information

If information that Partner considers to be Proprietary Data is disclosed orally or visually
to NASA, NASA will have no duty to limit or restrict, and will not incur any liability for,
any disclosure or use of such information unless: (a) Partner orally informs NASA before
initial disclosure that such information is considered to be Proprietary Data, and (b)
Partner reduces such information to tangible, recorded form that is identified and marked
with a suitable restrictive notice as required by paragraphs I{c), 2 and 8 above and
furnishes the resulting Data to NASA within 10 calendar days after such oral or visual
disclosure.

ARTICLE 10. INTELLECTUAL PROPERTY RIGHTS - PATENT AND INVENTION
RIGHTS

1. The invention and patent rights set forth herein are applicable to any employees,
contractors, subcontractors, or other entities having a legal relationship with Partner that
are assigned, tasked, or contracted with to perform specified Partner activities under this
Agreement. Partner agrees to inform such employees, contractors, subcontractors, or
other entities of the obligations under this clause and to bind them to such obligations.

2. Based on the purpose and scope of this Agreement, and the responsibilities of the
Parties, NASA has made an administrative determination that the provisions of section
305(a) of the National Aeronautics and Space Act of 1958, as amended (42 U.S.C. §
2457(a)), do not apply to this Agreement. Therefore, title to inventions made (conceived
or first actually reduced to practice) as a result of activities performed under this
Agreement will remain with the respective inventing party(ies). No invention or patent
rights are exchanged between or granted by such parties under this Agreement except that

10 SAA2-402302


(h) Notwithstanding any restriction on use, disclosure, or reproduction of Data provided
in this clause, the Parties will not be restricted in the use, disclosure, or reproduction of
Data provided under this Agreement that:

(i) is publicly available at the time of disclosure or thereafter becomes publicly
available without breach of this Agreement;

(ii) is known to, in the possession of, or developed by the receiving Party
independent of carrying out the receiving Party’s responsibilities under this Agreement
and independent of any disclosure of, or without reference to, Proprietary Data or
otherwise protectable Data hereunder;

(iii) is received from a third party having the right to disclose such information
without restriction; or

{iv) is required to be produced or released by the receiving Party pursuant to a
court order or other legal requirement.

(i) If either NASA or Partner believes that any of the events or conditions that remove
restriction on the use, disclosure, or reproduction of the Data apply, NASA or Partner
will promptly notify the other Party of such belief prior to acting on such belief, and, in
any event, will notify the other Party prior to an unrestricted use, disclosure, or
reproduction of such Data.

G) Disclaimer of Liability: Notwithstanding any restriction on use, disclosure, or
teproduction of Data provided in this clause, NASA will not be restricted in, nor incur
any liability for, the use, disclosure, or reproduction of any Data not identified with a
suitable restrictive notice in accordance with paragraphs | (c), 2 and 8 of this clause or of
any Data included in Data which Partner has furnished, or is required to furnish to the
U.S. Government without restriction on disclosure and use.

(k) Partner may use the following, or a similar, restrictive notice as required by
paragraphs 1{c), 2 and 8 of this clause. In addition to identifying Proprietary Data with
such a restrictive notice, Partner should mark each page containing Proprietary Data with
the following, or a similar, legend: “Proprietary Data — use and disclose only in
accordance with notice on title or cover page.”

Proprietary Data Notice
These data herein include Data Produced by Partner under a Space Act
Agreement in accordance with the Data Rights provisions under Space
Act Agreement SAA2-402302 and embody Proprietary Data. In
accordance with the Space Act Agreement, NASA will use reasonable
efforts to maintain the data in confidence and limit use, disclosure, and
reproduction by NASA and any Related Entity of NASA in accordance
with restrictions identified in the Space Act Agreement <may list
specific restrictions listed in the Agreement>.

2. Data First Produced by Partner Under this Agreement
In the event Data first produced by Partner in carrying out Partner responsibilities under
this Agreement is furnished to NASA, and Partner considers such Data to be Proprietary

Data, and such Data is identified with a suitable restrictive notice, NASA will use
reasonable efforts to maintain the Data in confidence and such Data will be disclosed and

7 Caan annIAD


2. Partner further agrees to extend this unilateral waiver to its related entities by
requiring them, by contract or otherwise, to waive all claims against NASA, its related
entities, and employees of NASA and employees of NASA's related entities for injury,
death, damage, or loss arising from or related to activities conducted under this
Agreement.

ARTICLE 9. INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS
1, General

(a) "Related Entity" as used in this Data Rights clause, means a contractor,
subcontractor, grantee, or other entity having a legal relationship with NASA or Partner
that is assigned, tasked, or contracted with to perform specified NASA or Partner
activities under this Agreement.

(b) "Data," as used in this Data Rights clause, means recorded information, regardless
of form, the media on which it may be recorded, or the method of recording. The term
includes, but is not limited to, data of a scientific or technical nature, computer software
and documentation thereof, and data comprising commercial and financial information.

{c) "Proprietary Data," as used in this Data Rights clause, means Data embodying
trade secrets developed at private expense or comprising commercial or financial
information that is privileged or confidential, and is marked with a suitable restrictive
notice, provided that such Data: is not known or available from other sources without
obligations concerning its confidentiality; has not been made available by the owners to
others without obligation concerning its confidentiality; is not already available to the
Government without obligation concerning its confidentiality; has not been developed
independently by persons who have had no access to the information; and, is not required
to be disclosed pursuant to federal statute, law, regulation, or valid court order.

(d) The Data rights set forth herein are applicable to employees of Partner and
employees of any Related Entity of Partner. Partner shall ensure that its employees and
employees of any Related Entity that perform Partner activities under this Agreement are
aware of the obligations under this clause and that all such employees are bound to such
obligations.

{e) Data exchanged between NASA and Partner under this Agreement will be
exchanged without restriction as to its disclosure, use, or duplication except as otherwise
provided in this clause.

(f) No preexisting Proprietary Data will be exchanged between the Parties under this
Agreement unless specifically authorized in this clause or in writing by the owner of the
Proprietary Data.

(g) In the event that Data exchanged between NASA and Partner include a restrictive
notice that NASA or Partner deems to be ambiguous or unauthorized, NASA or Partner
may notify the other Party of such condition. Notwithstanding such a notification, as
long as the restrictive notice provides an indication that a restriction on use or disclosure
was intended, the Party receiving such Data will treat the Data pursuant to the
requirements of this clause unless otherwise directed in writing by the Party providing
such Data.

6 AAD AnQIAD


(b) If the Data does not contain the indication of (a) above, the Data will be presumed
to have been first produced under this Agreement and, except as otherwise provided in
paragraph 5 of this clause and in the Inventions and Patent Rights clause of this
Agreement for protection of reported inventions, the receiving Party and others acting on
its behalf may reproduce, distribute, and prepare derivative works for any purpose.

7. Data Subject to Export Control

Technical data, whether or not specifically identified or marked, that is subject to the
export laws and regulations of the United States and that is provided to Partner under this
Agreement will be treated as such, and will not be further provided to any foreign persons
or transmitted outside the United States without proper U.S. Government authorization,
where required.

8. Handling of Data

(a) In the performance of this Agreement, Partner and any Related Entity of Partner
may have access to, be furnished with, or use the following categories of Data:

(i) Proprietary Data of third parties that the U.S. Government has agreed to
handle under protective arrangements; and/or

(ii) U.S. Government Data, the use and dissemination of which, the U.S.
Government intends to control.

(b) Data provided by NASA to Partner under the Agreement
(i) At the time of execution of this Agreement, the Parties agree that the
following Proprietary Data of third parties will be provided to the Partner with the
express understanding that Partner will use and protect such DATA in accordance with
this clause: None

(ii) At the time of execution of this Agreement, the Parties agree that the
following U.S. Government Data will be provided to Partner with the express
understanding that Partner will use and protect such U.S. Government Data in accordance
with this clause:

ARC-16275-1 Hover Test Vehicle System Design
ARC-16264-1 Modular Common Bus Models and Software

(iii) At the time of execution of this Agreement, the Parties agree that the
following software and related Data will be provided to Partner under a separate Software
Usage Agreement with the express understanding that Partner will use and protect such
related Data in accordance with this clause, Unless retention of such Data is otherwise
authorized under the Sofiware Usage Agreement or Partner has entered into a license,
consistent with 37 C.F.R. Part 404, for software provided under this Agreement, upon
completion of activities under this Agreement, such related Data will be disposed of as
instructed by NASA:

9 SAA2-402302


REIMBURSABLE SPACE ACT AGREEMENT
BETWEEN
ODYSSEY MOON VENTURES LLC
AND
NASA AMES RESEARCH CENTER
FOR
COMMON SPACECRAFT BUS DEVELOPMENT

ARTICLE 1. AUTHORITY AND PARTIES

In accordance with The National Aeronautics and Space Act of 1958, as amended (42
U.S.C. 2473 (c)), this Agreement is entered into by the NASA Ames Research Center
located at Moffett Field, CA 94035 (hereinafter referred to as "NASA ARC," "ARC," or
"NASA") and Odyssey Moon Ventures LLC, 109, South Water Street, Henderson,
Nevada, 89015 (hereinafter referred to as "Odyssey Moon Ventures" or "OMV"). NASA
and OMV may be individually referred to as a "Party" and collectively referred to as the
"Parties."

ARTICLE 2, PURPOSE AND NASA'S COMMITMENT

NASA ARC’s Small Spacecraft Division and OMV will collaborate on the assessment of
NASA ARC's Common Spacecraft Bus (CSB) design for use on a commercial space
mission,

NASA ARC is leading the agency's efforts to develop small, low cost spacecrafts to
deliver scientifically and technically useful payloads to the Moon. As part of that effort,
NASA ARC’s Small Spacecraft Division designed a Common Spacecraft Bus (CSB) and
built a testbed, the Hover Test Vehicle (HTV), for further devefopment of a prototype
lunar orbiter based on the CSB design. Further, NASA ARC built the unique Hover Test
Facility (HTF) to allow integrated flight-testing of smail spacecrafts in a safe and
instrumented environment.

OMYV, a leader in the commercial space sector, intends to offer frequent, low cost and
reliable access to the lunar surface for private and government customers. OMV will
assess the feasibility and potentially adopt, modify and further develop the CSB design
for deployment on a small spacecraft for a lunar landing mission.

This Agreement is consistent with NASA’s goal to disseminate the HTV and CSB plans,
on a non-exclusive basis, to commercial and private sector entities. OMV will reimburse
NASA for technical assistance provided by ARC’s Small Spacecraft Division for the
purpose of interpreting HTV and/or CSB plans and specifications. OMV will also
provide valuable feedback on the CSB design and function which may contribute to
NASA's analysis of the CSB as a lunar lander.

For NASA, a small spacecraft capable of landing on the lunar surface can greatly
facilitate achievement of the U.S. Exploration Policy by undertaking critical precursor

1 SAA2-402302


paragraph 3 below, Partner agrees that any proposed public use of the NASA name or
initials (including press releases resulting from activities conducted under this Agreement
and all promotional and advertising use) shall be submitted by Partner in advance to the
NASA Assistant Administrator for Public Affairs or designee ("NASA Public Affairs")
for review and approval. Approval by NASA Public Affairs shall be based on applicable
law and policy governing the use of the NASA name and initials.

2. NASA Emblems

Use of NASA emblems/devices (i.c., NASA Seal, NASA Insignia, NASA logotype,
NASA Program Identifiers, and the NASA Flag) are governed by 14 C.F.R. Part 1221.
Partner agrees that any proposed use of such emblems/devices shall be submitted to
NASA Public Affairs for review and approval in accordance with such regulations.

3. Release of General Information to the Public

NASA or Partner may, consistent with Federal law and this Agreement, release general
information regarding its own participation in this Agreement as desired.

ARTICLE 12. DISCLAIMER OF WARRANTY

Equipment, facilities, technical information, and services provided by NASA under this
Agreement are provided “as is." NASA makes no express or implied warranty as to the
condition of such equipment, facilities, technical information, or services, or as to the
condition of any research or information generated under this Agreement, or as to any
products made or developed under or as a result of this Agreement including as a result of
the use of information generated hereunder, or as to the merchantability or fitness for a
particular purpose of such research, information, or resulting product, or that the
equipment, facilities, technical information, or services provided will accomplish the
intended results or are safe for any purpose including the intended purpose, or that any of
the above will not interfere with privately owned rights of others. Neither the
government nor its contractors shall be liable for special, consequential or incidental
damages attributed to such equipment, facilities, technical information, or services
provided under this Agreement or such research, information, or resulting products made
or developed under or as a result of this Agreement.

ARTICLE 13. DISCLAIMER OF ENDORSEMENT

NASA does not endorse or sponsor any commercial product, service, or activity.
NASA's participation in this Agreement or supply of equipment, facilities, technical
information, or services under this Agreement does not constitute endorsement by
NASA. Partner agrees that nothing in this Agreement will be construed to imply that
NASA authorizes, supports, endorses, or sponsors any product or service of Partner
resulting from activities conducted under this Agreement, regardless of the fact that such
product or service may employ NASA-developed technology.

19 CAAT Anniny


NASA and Partner agree to use reasonable efforts to identify and report to each other any
invention that is believed to have been made jointly by employees of Partner and
employees of NASA (including employees of such NASA contractors, subcontractors, or
other entities), and to consult and agree as to the responsibilities and course of action to
be taken to establish and maintain patent protection on such invention and on the terms
and conditions of any license or other rights to be exchanged or granted by or between
NASA and Partner.

3. Related Inventions

(a) For the purposes of this paragraph, a related invention is an invention related to the
subject matter of this Agreement, but not made as a result of activities performed under
this Agreement, that is covered by a patent application or patent owned by NASA or
Partner, To the extent NASA related invention(s) are known and identified in paragraphs
(b) or (d) below, upon request, and to the extent such related inventions are available for
licensing, NASA may enter into negotiations with Partner for a license to such related
invention(s) consistent with the requirements of 37 C.F.R. Part 404.

(b) At the time of execution of this Agreement, the Parties agree that the following
inventions are related inventions:

ARC-16275-1 Hover Test Vehicle System Design
ARC-16264-1 Modular Common Bus Models and Software

(c) Related Computer Software: Where a related invention in the form of computer
software is provided by NASA to Partner, such software will be provided under a
separate Software Usage Agreement. Partner agrees to maintain such software in
confidence and use it only for carrying out Partner responsibilities under this Agreement.
Unless Partner has entered into a license, consistent with 37 C.F.R. Part 404, for software
provided under this Agreement, upon completion of activities under this Agreement, all
copies of such software will be disposed of as instructed by NASA.

(d) At the time of execution of this Agreement, the Parties agree that the following
software is related computer software that will be provided to Partner in accordance with
paragraph (c) above:

ARC-16264-1 Modular Common Bus Models and Software

ARTICLE 11. USE OF NASA NAME AND NASA EMBLEMS AND RELEASE OF
GENERAL INFORMATION TO THE PUBLIC

1. NASA Name and Initials

Partner agrees the words "National Aeronautics and Space Administration" and the letters
"NASA" will not be used in connection with a product or service in a manner reasonably
calculated to convey any impression that such product or service has the authorization,
support, sponsorship, or endorsement of NASA, which does not, in fact, exist. In
addition, with the exception of release of general information in accordance with

M SAA2-402302


used by NASA and any Related Entity of NASA (under suitable protective conditions)
only for carrying out NASA responsibilities under this Agreement.

3. Data First Produced by NASA under this Agreement

Except for data disclosing an invention owned by NASA for which patent protection is
being considered, Data first produced by NASA may be disclosed or used by or on behalf
of the U.S. Government for any purpose whatsoever without restriction on disclosure and
use,

4. Publication of Results

Recognizing that section 203 of the National Aeronautics and Space Act of 1958 (42
U.S.C. § 2473), as amended, requires NASA to provide for the widest practicable and
appropriate dissemination of information concerning its activities and the results thereof,
and that the dissemination of the results of NASA activities is one of the considerations
for this Agreement, NASA will coordinate proposed publication of results with Partner in
a manner that allows Partner a reasonable amount of time to review and comment on
proposed publications.

5. Data Disclosing an Invention

In the event Data exchanged between NASA and Partner discloses an invention for which
patent protection is being considered, the furnishing Party specifically identifies such
Data, and the disclosure and use of such Data is not otherwise limited or restricted herein,
the receiving Party agrees to withhold such Data from public disclosure for a reasonable
time (presumed to be 1 year unless mutually agreed otherwise or unless such information
is restricted for a longer period herein) in order for patent protection to be obtained.

6. Copyright

In the event Data is exchanged with a notice indicating that the Data is copyrighted and
there is no indication that such Data is subject to restriction under paragraphs 2 or 3 of
this clause (i.e., Data is not marked with a restrictive notice as required by paragraphs 2
or 3 of this clause), such Data will be presumed to be published and the following
royalty-free licenses will apply.

(a) If it is indicated on the Data that the Data existed prior to, or was produced outside
of, this Agreement, the receiving Party and others acting on its behalf, may reproduce,
distribute, and prepare derivative works only for carrying out the receiving Party's
responsibilities under this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

8 SAA2-402302


Electrical
Complete assessment of electrical system and choice of batteries Apr 09, 2009

Complete assessment of Solar Panels and Power system May 01, 2009
Communication

Complete assessment of ground station and telemetry Apr 17, 2009

requirements

Structure

Complete assessment of Spacecraft Structure Jun 22, 2009

Complete assessment of MLI/Hardware Oct 07, 2009

Vehicle Integration

Complete assessment of vehicle integration and assembly options Feb 28, 2010

Mission planning support
Complete assessment of ground station support systems April 30, 2010
Complete assessment of launch providers July 31, 2010

ARTICLE 5. FINANCIAL OBLIGATIONS

1) OMV agrees to reimburse NASA an estimated cost of $500,177 for NASA to carry
out its responsibilities under this Agreement. In no event will NASA transfer any U.S.
Government funds to OMV under this Agreement. Payment must be made by OMV in
advance of initiation of NASA's efforts. Advance payments shall be scheduled to ensure
that funds are resident with NASA before Federal obligations are incurred in support of
this Agreement.

OMV agrees to reimburse NASA in accordance with the following payment schedule:
* QI 11/03/08 $107,348

Q2 01/01/09 $89,456

Q3 04/01/09 $89,456

Q4 07/01/09 $71,565

Q5 10/01/09 $71,176

Q6 01/01/10 $71,176

2) Payment shall be made in the form of a check payable to NASA Ames Research
Center and sent to:

NASA Shared Service Center (NSSC)-FMD
Accounts Receivable

Attn: For the Accounts of Ames Research Center
Bldg. 1111, C Road

Stennis Space Center, MS 39529

3) NASA will not provide services or incur costs beyond the available funding
amount. Although NASA has made a good faith effort to accurately estimate its

4 CA AD AnnIAD


ARTICLE 19. DISPUTE RESOLUTION

Except as otherwise provided in the article of this Agreement entitled “Priority of Use,"
for those activities governed by 37 C.F.R. Part 404 under the article of this Agreement
entitled "Intellectual Property Rights Invention and Patent Rights,” and those situations
where a pre-existing statutory or regulatory system exists (e.g. under the Freedom of
Information Act, 5 U.S.C. § 552), all disputes concerning questions of fact or law arising
under this Agreement shall be referred by the claimant in writing to the appropriate
person identified as the "Management Points of Contact (POCs). The persons identified
as the "Management Points of Contact (POCs)” for NASA and the Partner will consult
and attempt to resolve all issues arising from the implementation of this Agreement. If
they are unable to come to agreement on any issue, the dispute will be referred to the
supervisors of the POCs, or their designated representatives, for joint resolution. If the
parties remain unable to resolve the dispute, then the Center Director or that person's
designee will issue a written decision which shall be a final Agency decision for all
purposes including judicial review. Nothing in this section limits or prevents either Party
from pursuing any other right or remedy available by law after exhaustion of
administrative remedies.

ARTICLE 20. MODIFICATIONS

Any modification to this Agreement shall be executed, in writing, and signed by an
authorized representative of NASA and the Partner. Any modification that creates an
additional commitment of NASA resources must be signed by the original NASA
signatory authority, or successor, or a higher level NASA official possessing original or
delegated authority to make such a commitment.

ARTICLE 21. ASSIGNMENT

Neither this Agreement nor any interest arising under it will be assigned by the Partner or
NASA without the express written consent of the officials executing this Agreement.

ARTICLE 22. APPLICABLE LAW
U.S. Federal law governs this Agreement for all purposes, including, but not limited to,
determining the validity of the Agreement, the meaning of its provisions, and the rights,
obligations and remedies of the Parties.
ARTICLE 23, INDEPENDENT RELATIONSHIP
This Agreement is not intended to constitute, create, give effect or otherwise recognize a
joint venture, partnership, or formal business organization, or agency agreement of any

kind, and the rights and obligations of the Parties shall be only those expressly set forth
herein.

iy CA AD ANDING


Task 1.1: Avionics system and the selection of suitable avionics hardware

Task 1.2: Integrated GNC solution with suitable choice of an Inertial
Measurement Unit (IMU)

Task 1.3: Star tracker to provide position data to a CSB vehicle

Task 1.4: Sun Sensor to provide critical data on the location of the Sun to a CSB
vehicle.

Assessment Phase 2: Propulsion system with the theoretical capability to deliver a
lunar vehicle to the Moon.

Task 2.1: Vehicle propulsion system theoretically capable of delivering a CSB
vehicle into Lunar Orbit or to the Moon's surface.

Task 2.2: Braking motor to perform lunar insertion for a CSB vehicle.

Assessment Phase 3: Electrical system for use with a CSB vehicle.

Task 3.1: Electrical and battery system

Task 3.2: Solar panels and a vehicle power scheme.

Assessment Phase 4: Communications system for communicating with a CSB
vehicle from space.

Assessment Phase 4: Communications system for communicating with a CSB
vehicle from space.
Task 4.1: Ground station and telemetry requirements

Assessment Phase 5: Vehicle structure for a CSB spacecraft
Task 5.1: Composite spacecraft structure
Task 5.2: MLI/Hardware suitable for a CSB vehicle.

ARTICLE 4. SCHEDULE AND MILESTONES

The planned major milestones for the activities defined in the "Responsibilities" clause
are listed below. These are the dates that NASA ARC has baselined on the date of the
last signature on this Agreement. In the future, NASA ARC may change this schedule in
accordance with NASA mission milestones. Changes to this schedule will be
communicated by NASA to OMV via electronic mail to the OMV Technical Point of
Contact as soon as NASA (considering mission priorities) can provide such notice.
Avionics

Complete assessment of avionics system Nov 10, 2008
Complete assessment of Inertial Measurement Unit Apr 16, 2009
Complete assessment of Star Tracker Aug 03, 2009
Complete assessment of Sun Sensor Aug 03, 2009
Propulsion

Complete assessment of propulsion system Nov 19, 2008

Complete analysis of trans-Lunar injection scenarios and selectionMay 12, 2009
of a breaking motor

3 CA AD ANDAND


mapping, infrastructure and in-situ resource utilization missions prior to and coincident
with human return to the Moon. Studies of small spacecraft missions have highlighted
their value given their significantly lower cost structure, rapid development and
deployment schedules, and resulting increase in the number of missions within a set
budget and timeframe compared to the status quo. Such attributes have also stimulated
interest in the burgeoning commercial spacecraft industry, a sector of the economy that
NASA is committed to help nurture. By making the HTV and CSB designs available and
supporting their adoption by commercial firms, NASA ARC will accelerate the further
development of system variants, increase the number of components/sub-systems
produced by suppliers, reduce costs in future missions and increase the availability of
spares.

OMV intends to conduct a series of robotic missions to the Moon during the International
Lunar Decade in support of science, commerce and exploration. Studying and possibly
adapting the CSB design for OMV use will accelerate the development schedule and may
lead to more frequent, low cost and reliable access to the lunar surface for private and
government customers.

ARTICLE 3, RESPONSIBILITIES
A. OMY will use reasonable efforts to

1) Analyze the Hover Test Vehicle components and subsystems and participate with
NASA in ongoing reviews of written reports, design specifications, and
performance data related te OMV’s analysis of the Hover Test Vehicle
subsystems.

2) Analyze the Common Spacecraft Bus components and subsystems and participate
with NASA in ongoing reviews of written reports, design specifications, and
performance data related to OMV’s analysis of the Common Spacecraft Bus
subsystems.

3) Prepare a final report that will address the findings from OMV’s testing and
analysis of the CSB components and subsystems. The plan for such assessment is
further described in section B. 2 (below).

B. NASA/ARC will use reasonable efforts to:

1) Coordinate and provide technical support to OMV as it assesses the HTV and
CSB designs for applicability to the OMV lunar vehicle design.

2) Coordinate technical support to coincide with OMV's assessment of the following
key components and systems;

Assessment Phase 1: Avionics hardware and software for the guidance,
navigation and control (GNC) of a space vehicle based on the CSB.

2 SAA2-402302


ARTICLE 14. COMPLIANCE WITH LAWS AND REGULATIONS

1.The Parties shall comply with all applicable laws and regulations including, but not
limited to, safety, security, export control, and environmental laws and regulations.
Access by Partner to a NASA facilities or property, or to a NASA Information
Technology (IT) system or application, is contingent upon compliance with NASA
security and safety policies and guidelines including, but not limited to, standards on
badging, credentials, and facility and IT system/application access.

2. With respect to any export control requirements:

(a) The Parties wil! comply with all U.S. export control laws and regulations,
including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts
120 through 130, and the Export Administration Regulations (EAR), 15 CFR
Parts 730 through 799, in performing work under this Agreement. In the absence
of available license exemptions/exceptions, the Partner shall be responsible for
obtaining the appropriate licenses or other approvals, if required, for exports of
hardware, technical data and software, or for the provision of technical assistance.

(b) The Partner shall be responsible for obtaining export licenses, if required,
before utilizing foreign persons in the performance of work under this Agreement,
including instances where the work is to be performed on-site at NASA and
where the foreign person will have access to export-controlled technical data or
software.

(c) The Partner will be responsible for all regulatory record keeping requirements
associated with the use of licenses and license exemptions or exceptions.

(d) The Partner will be responsible for ensuring that the provisions of this Article
apply to its Related Entities as defined in Article 9.

ARTICLE 15. TERM OF AGREEMENT

This Agreement becomes effective upon the date of the last signature below and shall
remain in effect until the completion of all obligations of both Parties hereto, or two (2)
years from the date of the last signature, whichever comes first.

ARTICLE 16. RIGHT TO TERMINATE

Either Party may unilaterally terminate this Agreement by providing 30 calendar days
written notice to the other Party. In the event of such termination, Partner will be
obligated to reimburse NASA for all costs for which the Partner was responsible and that
have been incurred in support of this Agreement up to the date the termination notice is
received by the non-terminating Party. Where Partner terminates this Agreement, Partner
will also be responsible for termination costs.

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ARTICLE 24. SIGNATORY AUTHORITY

NATIONAL ABRONAUTICS AND ODYSSEY MOON VENTURES LLC

President, Odyssey Moon Ventures LLC

Mail Stop: 200-1 109 S. Water St.

Moffett Field, CA 94035 Henderson, NV 89015

Phone: 650-604-5111 Phone: (703) 801-9031
DATE:_¢2/2 Bios DATE: Lles l= 208

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