EX-10.6.4



 Exhibit 10.6.4 
 FOIA CONFIDENTIAL TREATMENT REQUESTED 
 PORTIONS OF THE EXHIBIT MARKED BY
[**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
 Amendment No. 21 
 To the 

WorldView3 Instrument Purchase Agreement #60151 
 This Amendment No. 21 (“Amendment”) to WorldView 3 Instrument Purchase Agreement #60151 (the “Agreement”) is entered into by and between DigitalGlobe, Inc.
(“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and ITT Space Systems, LLC., a Delaware corporation with its
principal offices located at 1447 St. Paul Street, Rochester, New York, 14621 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or ITT, as appropriate, and “Parties” means DigitalGlobe and
ITT. 
 WHEREAS, DigitalGlobe and ITT entered into the WorldView3 Instrument Purchase Agreement #60151
(“Agreement”) on August 27, 2010; 
 Now, THEREFORE, the parties hereby agree to amend the Agreement to
incorporate the following Engineering Change Proposal (“ECP”) (Reference ITT Exelis Proposal 13-116 – [**Redacted**] dated April 2, 2013—included as Attachment #1): 

Problem: 
 BATC changed the
[**Redacted**] than was used for WV2. The current configuration needs to be modified so that the [**Redacted**]. BATC confirmed the change in part number and design, which were only recently communicated to Exelis. 

Scope: 
 ITT Exel is tasks covered
by Contract Modification #21 shall include re-design of the [**Redacted**]. ITT Exelis will use the current [**Redacted**]. Effort shall include an update of [**Redacted**]. 

The WV3 Instrument to Spacecraft ICD rev D shall be updated by BATC to show the [**Redacted**]. 

Price: The [**Redacted**] modification is $18,000. 
 Payment Milestone: 
 Add Milestone #157: [**Redacted**]—Completion in
April 2013. 
 DigitalGlobe Proprietary and Confidential 

Use or disclosure of data is subject to the restriction on the title page of this document. 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 SUMMARY 
 The value for these ECPs is $18,000, outlined in the following table: 
  

							
	 Change #
	  	 Change Description
	  	$	 
	021	  	[**Redacted**]	  	$	18,000.00	  
		  		  	  
	  
	 
		  	TOTAL	  	$	18,000.00	  
		  		  	  
	  
	 

 Contract Value Summary 
  

					
	 Previous Contract Value
	  	$	168,812,033.00	  
	 ECPs
	  	$	18,000.00	  
		  	  
	  
	 
	 New Contract Value
	  	$	168,830,033.00	  
		  	  
	  
	 

 Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force
and effect. 
 This Amendment No. 21 is hereby executed and agreed to by DigitalGlobe and ITT Exelis and shall be binding and effective as
of the last date executed below. 
  

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

	 Signature
	 		 	 Signature

	Name: [**Redacted**]	 		 	Name: Neal T. Anderson
	Contract Officer	 		 	Title: V.P., Technology Development
	Date: April 18, 2013	 		 	Date: April 18, 2013


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 Attachment 1 

ITT Exelis is Proposal 13-116 – [**Redacted**] 
 Dated April 2, 2013 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 ITT EXELIS 

 

							
		 		 		 	[**Redacted**]
		 		 		 	Contract Manager
		 		 		 	 ITT Space Systems, LLC

Rochester. New York 4606

		 		 		 	[**Redacted**]
		 		 		 	[**Redacted**]
		 		 		 	[**Redacted**]

 April 2, 2013 
 DigitalGlobe, Inc. Sent via e-mail to: 
 [**Redacted**] 

Subject: Proposal 13-116 – [**Redacted**] 
 Dear Jim: 
 ITT Space Systems, LLC, a subsidiary of Exelis, Inc. (Exelis) is submitting this
[**Redacted**] proposal associated with the [**Redacted**] (details attached to cover). 
 Contract 

[**Redacted**]—$18,000 
 Period
of Performance 
 This activity will be incorporated in the existing Master Program Schedule 

Payment Terms 
 This proposal is subject
to a mutually agreed milestone payment being added to the current Program Milestone Payment schedule. 
 Exelis would like to
proposal the following milestone payments: 
  

	 	•	 	 #157: [**Redacted**] – April 2013 ($18,000) 


 Payment terms are net 30 days from the date of the invoice. 
 U.S. Export Law, as contained in the
International Traffic in Arms Regulations (ITAR), is applicable to the information provided with the finished optics. This technical information is not to be placed in the public domain, exported from the U.S., given to any foreign person in the
U.S. or re-exported without the prior specific written authorization of Exelis, Inc. and the U.S. Department of State. Any ITT Space Systems, LLC agreement to provide technical data, defense services, and/or hardware to any foreign party under this
contract is contingent upon receipt of proper U.S. Government export authorizations. In the event a license permit it cannot be obtained to export the product and/or data included in this order, or it is later revoked, this order is null and void
and of no effect. 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 ITT EXELIS 
 ITT Space Systems, LLC appreciates the opportunity to provide this proposal. Should you have any questions or require additional information, please feel free to contact me directly. 

Regards, 
 [**Redacted**] 

[**Redacted**] 
 Contract Manager 
 ITT Space Systems, LLC 

Rochester, New York 14606  
 [**Redacted**] 
 [**Redacted**] 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 ITT EXELIS 

WV3—Revision of [**Redacted**] 
 Problem: 
 Ball changed the [**Redacted**] than was used for WV2. The current configuration
needs to be modified so that the [**Redacted**]. 
 BATC confirmed the change in part number and design, which were not communicated to
Exelis. 
 [**Redacted**] 

Scope: 
 Tasks required include re-design of
[**Redacted**]. Exelis will use current 
 [**Redacted**]. Effort also includes update of [**Redacted**].  








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 Modification No. 22 

To the 

WorldView3 Instrument Purchase Agreement #60151 
 This Modification No. 22 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc.
(“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and ITT Space Systems, LLC, (since renamed ITT Exelis LLC) a
Delaware corporation with its principal offices located at 1447 St. Paul Street, Rochester, New York, 14621 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and
“Parties” means DigitalGlobe and Contractor. 
 WHEREAS, DigitalGlobe and Contractor entered into the
WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010; 
 Now, THEREFORE, the
parties hereby agree to amend the Agreement to incorporate the following Engineering Change Proposal (“ECP”) (Reference ITT Exelis Proposal 13-157 – [**Redacted**] dated April 26, 2013- included as Attachment #1):

 Problem: 
 Due to
rework of the DPU, DigitalGlobe wishes to add [**Redacted**]. 
 Scope: 

Contractor shall add [**Redacted**]. The powerpoint charts contained in Attachment 1 document the additional [**Redacted**] as discussed
during a telecom held on April 18th 2013. 
 Price: The [**Redacted**] for this modification is $72,000. 

Period of Performance: This added testing will occur in April and shall be completed no later than May 31, 2013. 

Payment Milestone: 
 This activity will result in one (1) additional milestone. 
 Milestone #158-
Completion of [**Redacted**] 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 SUMMARY 
 The value for this ECP is a [**Redacted**] of $72,000, outlined in the following table: 
  

							
	 Change#
	  	 Change Description
	  	$	 
	 022
	  	 [**Redacted**]
	  	$	72,000.00	  
		  		  	  
	  
	 
		  	 TOTAL
	  	$	72,000.00	  
		  		  	  
	  
	 

 Contract Value Summary 
  

					
	 Previous Contract Value
	  	$	168,830,033.00	  
	 ECP
	  	$	72,000.00	  
		  	  
	  
	 
	 New Contract Value
	  	$	168,902,033.00	  
		  	  
	  
	 

 Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force
and effect. 
 This Modification No. 22 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective
as of the last date executed below. 
  

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

	Signature	  		 	Signature
	Name: [**Redacted**]	  		 	Name: Neal T. Anderson
	Contract Manager	  		 	Title: V.P., Technology Development
	Date: May 1, 2013	  		 	Date: April 30, 2013


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 Attachment 1 

ITT Exelis Proposal13-157- [**Redacted**]. 
 Dated April 26, 2013 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 ITT EXELlS 

 

							
		  		  		  	 [**Redacted**]

Contract Manager
 ITT Space Systems,
LLC
 Rochester, New York 14606

[**Redacted**]

[**Redacted**]

[**Redacted**]


 April 26, 2013 
 DigitalGlobe, Inc. 
 Sent via sharepoint to: 

[**Redacted**] 
 [**Redacted**]

 Subject: Revised Proposal 13-157- [**Redacted**] 
 Dear Jim: 
 ITT Space Systems, LLC, a subsidiary of Exelis, Inc. (Exelis) is pleased to submit
this [**Redacted**]. The SOW for this effort is attached. 
 CONTRACT TYPE: 

The [**Redacted**] for this task order is $72,000 
 STATEMENT OF WORK: 
 ITT Exelis shall add [**Redacted**]. The attached powerpoint
charts document the additional [**Redacted**] as discussed during a telecom held on April 18th 2013. 
 INVOICING/BILLING:

 This activity will result in one (1) additional milestone proposed as: 
 158- Completion of [**Redacted**]. 
 Payment terms are net 30 days from the date of the
invoice. A 2% per month charge shall be applied to any payments for any past due balance carried beyond 30 calendar days. 
 U.S. Export
Law, as contained in the International Traffic in Arms Regulations (ITAR), is applicable to the information provided with the finished optics. This technical information is not to be placed in the public domain, exported from the U.S., given to any
foreign person in the U.S. or re-exported without the prior specific written authorization of Exelis, Inc. and the U.S. Department of State. Any ITT Space Systems, LLC agreement to provide technical data, defense services, and/or hardware to any
foreign party under this contract is contingent upon receipt of proper U.S. Government export authorizations. In the event a license permit cannot be obtained to export the product and/or data included in this order, or it is later revoked, this
order is null and void and of no effect. 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 ITT EXELIS 
 ITT Space Systems, LLC appreciates the opportunity to provide this proposal. Should you have any questions or require additional information, please feel free to contact me directly. 

Regards, 
 [**Redacted**] 

[**Redacted**] 
 Contract Manager

 ITT Space Systems, LLC Rochester, New York 14606 
 [**Redacted**] 
 [**Redacted**] 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 ITT EXELIS 

WV-3 [**Redacted**] 
 April 18, 
 2013 

[**Redacted**] 

  

					
	ITT Exelis Geospatial Systems            [**Redacted**]	  	2	  	ITT Exelis Proprietary










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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


			
	ITT Exelis Geospatial Systems	 	ITT Exelis Proprietary

 WV-3 [**Redacted**] 
 Proposed [**Redacted**]: 
  

	•	 	 [**Redacted**] 


  

	•	 	 [**Redacted**] 



  

					
	ITT Exelis Geospatial Systems            [**Redacted**]	  	3	  	ITT Exelis Proprietary










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 ITT EXELIS
             WV-3 [**Redacted**] 
  

					
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]
	[**Redacted**]	  	[**Redacted**]	  	[**Redacted**]


  

					
	ITT Exelis Geospatial Systems            [**Redacted**]	  	4	  	ITT Exelis Proprietary










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 



             WV-3 [**Redacted**] 

[**Redacted**] 

  

					
	ITT Exelis Geospatial Systems            [**Redacted**]	  	5	  	ITT Exelis Proprietary










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 Modification No. 23 

To the 

WorldView3 Instrument Purchase Agreement #60151 
 This Modification No. 23 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc.
(“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and ITT Space Systems, LLC., (since renamed ITT Exelis LLC) a
Delaware corporation with its principal offices located at 1447 St. Paul Street, Rochester, New York, 14621 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and
“Parties” means DigitalGlobe and Contractor. 
 WHEREAS, DigitalGlobe and Contractor entered into the
WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010; 
 Now, THEREFORE, the
parties hereby agree to amend the Agreement to incorporate the following Engineering Change Proposal (“ECP”) (Reference ITT Exelis Proposal 11-128 – [**Redacted**], February 4th, 2013 – included as Attachment #1):

 Problem: 
 While
considerable analysis and testing has been done during the course of the instrument build, DigitalGlobe desires a fully assembled [**Redacted**]. 
 Scope: 
 Contractor shall perform a test as described in the ITT Exelis proposal,
attachment #1. The [**Redacted**]. 
 Price: The [**Redacted**] for this modification is $145,000. However Exelis
agrees to reimburse the [**Redacted**] ($145,000) if test #1 reveals [**Redacted**] per the Success Criteria. 
 Period of
Performance: This added testing will occur before the ship date in late June or July, 2013. As this test is at the request of DigitalGlobe, the contractual delivery date of ATP + 1050 days shall be changed to ATP + 1057 days. 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 Payment Milestone: 

This activity will result in one (1) additional milestone, Milestone #159 – [**Redacted**] Successfully Complete, which
shall be payable after successful test complete in July 2013. 
 SUMMARY 
 The value for this ECP is a [**Redacted**] of $145,000, outlined in the following table: 
  

							
	 Change #
	  	 Change Description
	  	$	 
	 023
	  	[**Redacted**]	  	$	145,000.00	  
		  		  	  
	  
	 
		  	TOTAL	  	$	145,000.00	  
		  		  	  
	  
	 

 Contract Value Summary 
  

					
	 Previous Contract Value
	  	$	168,902,033.00	  
	 ECP
	  	$	145,000.00	  
		  	  
	  
	 
	 New Contract Value
	  	$	169,047,033.00	  
		  	  
	  
	 

 Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force
and effect. 
 This Modification No. 23 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective
as of the last date executed below. 
  

					
	ITT Exelis LLC.	 		 	DigitalGlobe, Inc.
			
	  
	 		 	  

	Signature	 		 	Signature
			
	 [**Redacted**]
	 		 	 Steve Linn

	Name	 		 	Name
			
	 [**Redacted**]
	 		 	 V.P. Space Systems

	Title	 		 	Title
			
	 May 15, 2013
	 		 	 May 14, 2013

	Date	 		 	Date


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 Attachment 1 

ITT Exelis Proposal 11-128 – [**Redacted**]. 
 Dated February 4th, 2013 

  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 



 
  

			
		  	[**Redacted**]
		  	Contract Officer
		  	ITT Space Systems, LLC
		  	     Rochester, New
 York 14606 
 [**Redacted**]

		  	[**Redacted**]
		  	[**Redacted**]

 February 4, 2013 
 DigitalGlobe, Inc. Sent via e-mail to: 
 [**Redacted**] 

Subject: Revised Bid #11-128- [**Redacted**] 
 Dear Jim: 
 ITT Space Systems, LLC, a subsidiary of Exelis, Inc. (EXELIS) is pleased to submit this
revised [**Redacted**] proposal associated with [**Redacted**]. 
 EXELIS proposes a [**Redacted**] of $145,000. However,
EXELIS agrees to reimburse the [**Redacted**] ($145,000) if test #1 reveals [**Redacted**] per the Success Criteria. Reimbursement is conditional on test #1 (Main Test: [**Redacted**]) only. Execution of Test #1 (Main Test:
[**Redacted**]) assumes that DG authorizes optimization of the [**Redacted**]. 
 The tests and associated assumptions and exceptions
are described as follows: 
  

	1)	Main Test: [**Redacted**] 


Overview Description 
 The purpose of this test is to demonstrate at the instrument level that [**Redacted**]. This test is not used to verify requirements, however if the test indicates that some [**Redacted**]
and will require further discussion and disposition between Exelis and DigitalGlobe. 
 General Test Description

 For at least the [**Redacted**]. The images shall be saved in case further inspection is required. 

Test Procedure and Success Criteria 
 Testing will be conducted per the process outlined in Appendix A. Success criteria is per this process and is summarized below 

 

	 	•	 	 [**Redacted**]. 


  

	 	•	 	 [**Redacted**]. 



  
 EXELIS
PROPRIETARY INFORMATION SYSTEMS 
 CONFIDENTIAL INFORMATION 

[This document is ITAR controlled. Use or disclosure of this information must be handled accordingly].










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 



 
 Note: For all of the above testing, [**Redacted**]. 

 

	2)	Shutter Test 


Overview Description 
 The purpose of this test is to demonstrate that the shutter is [**Redacted**]. This test is not used to verify requirements, however if the test indicates that the shutter is [**Redacted**]
and will require further discussion and disposition between Exelis and DigitalGlobe. 
 General Test Description

 In the [**Redacted**]. This test includes: 

 

	 	•	 	 Definition of test configuration and requirements 


  

	 	•	 	 Test configuration hardware 


  

	 	•	 	 Setup and deconfiguration of [**Redacted**] 


  

	 	•	 	 Test execution, analysis, and documentation 


 Test Procedure 
  

	 	1.	[**Redacted**]. 

  

	 	2.	[**Redacted**]. 

  

	 	3.	[**Redacted**]. 

  

	 	4.	[**Redacted**]. 


[**Redacted**]. 
 Success Criteria 
 [**Redacted**]. Any significant deviations shall
be discussed with DigitalGlobe along with hypotheses for root cause. 
  

	3)	[**Redacted**] Test 


Overview Test Description 
 The purpose of this test is to provide DigitalGlobe with data sufficient to characterize the [**Redacted**]. 
 In the [**Redacted**]. This test includes: 
  

	 	•	 	 [**Redacted**] 


  

	 	•	 	 [**Redacted**] 


  

	 	•	 	 [**Redacted**] 


 Test Procedure 
  

	 	1.	[**Redacted**]. 

  

	 	2.	[**Redacted**]. 

  

  
 EXELIS
PROPRIETARY INFORMATION SYSTEMS 
 CONFIDENTIAL INFORMATION 

[This document is ITAR controlled. Use or disclosure of this information must be handled accordingly].










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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

 



 
 Success Criteria 
 This is a characterization test only. This test shall be considered successful when the [**Redacted**] has been delivered to DigitalGlobe. 

Proposal Assumptions: 
  

	 	•	 	 If collected data indicates a possible failure to meet a specific Instrument requirement, the issue must be evaluated and dispositioned by Exelis and
DigitalGlobe. 


  

	 	•	 	 These tests will be quantitative in that the [**Redacted**]. 



 

	 	•	 	 The baseline data for Test #1 will be the [**Redacted**]. 



 

	 	•	 	 EXELIS anticipates that these tests (Test #1, Test #2 and Test #3) will occur after the completion of the [**Redacted**].



  

	 	•	 	 DG will provide EXELIS with the associated [**Redacted**]. 



 

	 	•	 	 DG will provide EXELIS with any required [**Redacted**]. 



Test Conditions: 
  

	 	•	 	 The [**Redacted**]. 


  

	 	•	 	 The test data to be provided consists of [**Redacted**]. 



 

	 	•	 	 EXELIS will conduct the initial data assessment for each test and will provide the data to DG for their evaluation. EXELIS anticipates that
[**Redacted**]. 


 Schedule implications: 

 

	 	•	 	 DigitalGlobe will change the contractual delivery date from ATP + 1050 days to ATP + 1057 days. (See paragraph 3.1.a of the WV3 Statement of Work,
document number 10329744). The rationale for this change is based upon our estimate that we will require a minimum of 5 days of critical path time (7 calendar days) to complete all of the test and data analysis activities. This estimate assumes that
initial setup of the [**Redacted**]. 


  

	 	•	 	 If our analysis of the complete test configuration indicates a [**Redacted**]. If this occurs, DigitalGlobe will work cooperatively with EXELIS
to define a mutually agreeable delivery date. 


 APPENDIX A— DETAILED TEST PROCESSES 

Process for WV-3 Instrument [**Redacted**]: 
  

	 	1.	[**Redacted**] 

  

	 	2.	[**Redacted**]. 

  

	 	3.	Exelis will perform [**Redacted**]. 

  

	 	4.	Exelis will compare the [**Redacted**]. 


  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 









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	 	5.	[**Redacted**]. 

  

	 	6.	Steps 4 and 5 will determine [**Redacted**]. 

  

	 	7.	[**Redacted**]. 

  

	 	8.	For all of the above testing, the [**Redacted**]. 

  

	 	9.	[**Redacted**]. 


  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 









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 [**Redacted**] 
  

	 	1.	[**Redacted**] 

 U.S. Export Law, as
contained in the International Traffic in Arms Regulations (ITAR), is applicable to the information provided with the finished optics. This technical information is not to be placed in the public domain, exported from the U.S., given to any foreign
person in the U.S. or re-exported without the prior specific written authorization of ITT Space Systems, LLC, a subsidiary of Exelis, Inc. and the U.S. Department of State. Any ITT Space Systems, LLC agreement to provide technical data, defense
services, and/or hardware to any foreign party under this contract is contingent upon receipt of proper U.S. Government export authorizations. In the event a license permit cannot be obtained to export the product and/or data included in this order,
or it is later revoked, this order is null and void and of no effect. 
 ITT Space Systems, LLC appreciates the opportunity to provide this
proposal. Should you have any questions or require additional information, please feel free to contact me directly. 
 Regards, 

[**Redacted**] 
 [**Redacted**]

 Contract Manager 
 ITT
Space Systems, LLC 
 [**Redacted**] 
 [**Redacted**] 

  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 









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 Modification No. 24 

To the 

WorldView3 Instrument Purchase Agreement #60151 
 This Modification No. 24 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc.
(“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and ITT Space Systems, LLC., (since renamed ITT Exelis LLC) a
Delaware corporation with its principal offices located at 1447 St. Paul Street, Rochester, New York, 14621 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and
“Parties” means DigitalGlobe and Contractor. 
 WHEREAS, DigitalGlobe and Contractor entered into the
WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010; 
 Now, THEREFORE, the
parties hereby agree to amend the Agreement to incorporate the following Engineering Change Proposal (“ECP”) (Reference ITT Exelis Proposal 12-504- [**Redacted**], Phase 2, dated January 21st, 2013- included as Attachment #1):

 Background: 
 Contractor had
planned to [**Redacted**] independently. While this approach has worked fairly well in the past, this WV3 Telescope is far more complicated from a [**Redacted**] standpoint. Thus DigitalGlobe requested that some effort be expended to
determine if a more [**Redacted**] could be done. Thus a Statement of Work was developed between DigitalGlobe and the Contractor and a proposal generated. Contract Modification 19 funded initial planning and development (Phase 1) and this
modification funds actually performing that test (phase 2). 
 Scope: 
 Contractor shall perform tests as described in the ITT Exelis proposal, Phase 2, attachment #1. The entire WV3 assembled [**Redacted**] and tests done to verify operation. 

Price: The [**Redacted**] for this modification is $682,000. 
 Period of Performance: This added testing will occur before the ship date in late June or July, 2013. 
 Payment Milestone: 
 This activity will result in two (2) additional milestones:


  

DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is subject to the restriction on the title page of this document. 









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 Milestone #160 – [**Redacted**]—$600,000 —testing complete 

Expected completion: July 2013 
 Milestone
#161[**Redacted**]—$82,000—shall be billable when all testing, analysis, thermal model updates, final model delivery, Consent to break review, and delivery of technical documentation, as is described in the proposal, has been done.
Expected completion date: September 2013 
 SUMMARY 
 The value for this ECP is a [**Redacted**] of $682,000, outlined in the following table: 
  

							
	 Change#
	  	 Change Description
	  	$	 
	 024
	  	[**Redacted**] Phase 2	  	$	682,000.00	  
		  	TOTAL	  	$	682,000.00	  

 Contract Value Summary 
  

					
	 Previous Contract Value
	  	$	169,047,033.00	  
	 ECP
	  	$	682,000.00	  
	 New Contract Value
	  	$	169,729,033.00	  

 Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force
and effect. 
 This Modification No. 24 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective
as of the last date executed below. 
  

					
	ITT Exelis LLC.	  		 	DigitalGlobe, Inc.
	  
	  		 	  

	Signature	  		 	Signature
			
	 [**Redacted**]
	  		 	 Steve Linn

	Name	  		 	Name
			
	 [**Redacted**]
	  		 	 V.P. Space Systems

	Title	  		 	Title
			
	 May 16, 2013
	  		 	 May 14, 2013

	Date	  		 	Date


  

DigitalGlobe Proprietary and Confidential 
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 Attachment 1 

ITT Exelis Proposal 12-504 – [**Redacted**] Proposal January 21st, 2013 

  

DigitalGlobe Proprietary and Confidential 
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THE SECURITIES AND EXCHANGE COMMISSION 
  


					
	



	 		 	 [**Redacted**]
 Contract
Manager
 ITT Space Systems, LLC Rochester, New York 14606
 [**Redacted**]
 [**Redacted**]

[**Redacted**]


 January 21, 2013 
 DigitalGlobe, Inc. Sent via 
 e-mail to: 
 [**Redacted**] 
 Subject: Proposal12-504- [**Redacted**] Proposal Revised 1/18/2013

 Reference: [**Redacted**] Statement of Work (SOW) dated 1/18/2013 
 Dear Jim: 
 ITT Space Systems, LLC, a subsidiary of Exelis, Inc. (Exelis) is pleased to submit
this [**Redacted**] proposal associated with the [**Redacted**]. This revision incorporates a rewritten statement of work entitled [**Redacted**] dated 1/18/2013, and reduces the price of Phase 2 commensurate with the reduction
in test duration. 
 The revised SOW is based on the SOW delivered to Exelis by DigitalGlobe on 1/14/2013. To facilitate your review, updates
made to the DG document by Exelis have been highlighted in blue font. The SOW includes a schedule integrating [**Redacted**]. This schedule demonstrates [**Redacted**] of slack against the [**Redacted**] original contract
delivery date. 
 Contract 

[**Redacted**]—$1,600,000 
 Phase 1—$918,000 
 Phase 2—$ 682,000 

Period of Performance 
 Phase 1 of this
effort starts at Authorization to Proceed, assumed on January 21, 2013, and includes all planning, design, material procurements, procedures, scripting, manufacturing instructions, and pre-test thermal modeling and analysis. Phase 1 also
includes delivery of the [**Redacted**] and the Test Plan Review meeting with DigitalGlobe. 
 Phase 2 of this effort, assumed to start
on April 18th 2013, includes shipping, [**Redacted**]. Phase 2 also includes the [**Redacted**]. 








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 Payment Terms 
 This proposal is subject to a mutually agreed milestone payments being added to the current Program Milestone Payment schedule. 
 Exelis would like to proposal the following milestone payments: 
 Phase 1

  

	 	•	[**Redacted**] 


	 	•	[**Redacted**] 

 Phase 2

  

	 	•	[**Redacted**] 









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 Payment terms are net 30 days from the date of the invoice. A 2% per month charge shall be applied
to any payment carried beyond 30 calendar days. 
 U.S. Export Law, as contained in the International Traffic in Arms Regulations (ITAR), is
applicable to the information provided with the finished optics. This technical information is not to be placed in the public domain, exported from the U.S., given to any foreign person in the U.S. or re-exported without the prior specific written
authorization ofExelis, Inc. and the U.S. Department of State. Any ITT Space Systems, LLC agreement to provide technical data, defense services, and/or hardware to any foreign party under this contract is contingent upon receipt of proper U.S.
Government export authorizations. In the event a license permit cannot be obtained to export the product and/or data included in this order, or it is later revoked, this order is null and void and of no effect. 

ITT Space Systems, LLC appreciates the opportunity to provide this proposal. Should you have any questions or require additional information, please feel
free to contact me directly. 
 Regards, 
 [**Redacted**] 
 Contract Manager 
 ITT Space Systems, LLC 
 Rochester, New York 14606  

[**Redacted**] 
 [**Redacted**]









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 Statement of Work 
 WV-3 [**Redacted**] 
 RESTRICTION ON USE,
PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION 
 This document contains information proprietary and confidential
to the Exelis Inc., or a third party whom Exelis may have a legal obligation to protect such information from unauthorized disclosure, use, or duplication. Any disclosure, use, or duplication of this document or of any of the information contained
herein for other than the specific purpose for which it was disclosed is expressly prohibited, except as Exelis has otherwise agreed in writing. All copies of this document are the sole property of Exelis and will be returned promptly upon request.

 [**Redacted**] 
 [**Redacted**] 









			
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 Table of Contents 

 

					
	 1. Task Objectives
	  	 	3	  
	 2. [**Redacted**]
	  	 	3	  
	 2.1. [**Redacted**]
	  	 	3	  
	 2.2. [**Redacted**]
	  	 	3	  
	 2.3. Functional Checks
	  	 	3	  
	 3. [**Redacted**]
	  	 	3	  
	 4. Test Limitations & Constraints
	  	 	4	  
	 4.1. Units Not Present During Test
	  	 	4	  
	 4.1.1. [**Redacted**]
	  	 	4	  
	 4.1.2. [**Redacted**]
	  	 	4	  
	 4.2. Units Present But Not Operated During Test
	  	 	4	  
	 4.2.1. [**Redacted**]
	  	 	4	  
	 4.2.2. [**Redacted**]
	  	 	4	  
	 4.2.3. [**Redacted**]
	  	 	4	  
	 4.2.4. [**Redacted**]
	  	 	4	  
	 4.3. Limited Use of Redundant Electronics
	  	 	4	  
	 5. Technical Approach
	  	 	5	  
	 5.1. Design & Analysis
	  	 	5	  
	 5.2. Test Thermal Telemetry
	  	 	5	  
	 5.3. STE Requirements & Fabrication
	  	 	5	  
	 5.4. Test Support
	  	 	5	  
	 5.5. Test Approach
	  	 	5	  
	 5.6. Model Correlation
	  	 	6	  
	 6. Reviews and Deliverables
	  	 	6	  
	 6.1. Test Plan Review (Phase 1)
	  	 	6	  
	 6.2. Test Readiness Review (TRR) (Phase 2)
	  	 	6	  
	 6.3. Consent to Break (CTB) Review (Phase 2)
	  	 	6	  
	 6.4. Deliverables
	  	 	6	  
	 7. Facility and Schedule
	  	 	6	  
	 8. Schedule
	  	 	6	  
	 8.1. Phase 1
	  	 	6	  
	 8.2. Phase 2
	  	 	6	  
	 8.3. Critical Path Impact
	  	 	6	  
	 8.4. Integrated Schedule
	  	 	7	  


  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 










			
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	1.	Task Objectives 

 The task
objectives are [**Redacted**]. 
  

	2.	[**Redacted**] 

 The
[**Redacted**] test will have three main parts: 
 2.1. [**Redacted**] 

This is the main portion of the test that provides the majority of data needed for post-test model correlation. The [**Redacted**]
will be determined during Phase 1. 
 2.2. [**Redacted**] 

[**Redacted**] 
 2.3. Functional Checks 
 Limited functional checks will be performed
[**Redacted**]. 
  

	3.	[**Redacted**] 

 The test
data will be used to [**Redacted**] 

  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 










			
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	4.	Test Limitations & Constraints 

 4.1. Units Not Present During Test 
 4.1.1. [**Redacted**]

 [**Redacted**] 
 4.1.2. [**Redacted**] 
 [**Redacted**] 

4.2. Units Present But Not Operated During Test 
 4.2.1. [**Redacted**] 
 [**Redacted**] 

[**Redacted**] 
 [**Redacted**] 
 4.2.2. [**Redacted**] 

[**Redacted**] 
 4.2.3. [**Redacted**] 
 [**Redacted**] 

4.2.4. [**Redacted**] 
 [**Redacted**] 
 4.3. Limited Use of Redundant Electronics

 [**Redacted**] 

  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 










			
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 [**Redacted**] 

 

	5.	Technical Approach 

 The
following sections provide an overview of our technical approach: 
 5.1. Design & Analysis 

[**Redacted**] 
 [**Redacted**] 
 [**Redacted**] 

5.2. Test Thermal Telemetry 
 [**Redacted**] 
 [**Redacted**] 

5.3. STE Requirements & Fabrication 
 All required STE is included in the scope of this task, [**Redacted**]. 

5.4. Test Support 
 [**Redacted**] 
 5.5. Test Approach 

[**Redacted**] 

[**Redacted**] 
 A
Consent-to-Proceed huddle will be held with the test team at the end of the [**Redacted**]. 
 [**Redacted**] 

[**Redacted**] 

  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 










			
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 [**Redacted**] 
 Figure 1: [**Redacted**] 
 [**Redacted**] 

[**Redacted**] 
 5.6. Model Correlation 
 After the [**Redacted**]. 

 

	6.	Reviews and Deliverables 


6.1. Test Plan Review (Phase 1) 
 A test plan review will be held no later than [**Redacted**] to test execution. The test plan must be mutually agreed to by Exelis and DigitalGlobe before test execution. 

6.2. Test Readiness Review (TRR) (Phase 2) 
 A TRR will be held [**Redacted**]. 
 6.3. Consent to Break (CTB) Review
(Phase 2) 
 A CTB review will be held at the [**Redacted**]. Consent to Proceed huddles will be held with the test
team at key transition points in the test to gain agreement to move between defined test conditions. 
 6.4. Deliverables

 A test plan shall be delivered to DigitalGlobe as part of Phase 1. [**Redacted**] will be delivered to DigitalGlobe
as part of Phase 2. 
  

	7.	Facility 

 The
[**Redacted**] will be conducted in our [**Redacted**]. At this time, this chamber is capable, operational and available for this test. 
  

	8.	Schedule 

 8.1. Phase 1

 Phase 1 of this effort starts at [**Redacted**] and the Test Plan Review meeting with DigitalGlobe. 

8.2. Phase 2 
 Phase 2 of this effort, assumed to start on [**Redacted**]. Phase 2 also includes the TRR, Consent to Break review, and delivery of updated thermal technotes. 

8.3. Critical Path Impact 
 The [**Redacted**]. 

  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 










			
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 8.4. Integrated Schedule 

Figure 2 displays the [**Redacted**], and includes a column designating line items as Phase 1 or Phase 2. Integration of
[**Redacted**]. 
 [**Redacted**] 
 Figure 2: [**Redacted**] 

  
 EXELIS
PROPRIETARY INFORMATION 
 SYSTEMS CONFIDENTIAL INFORMATION 

[**Redacted**] 









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 Modification No. 25 

To the 

WorldView3 Instrument Purchase Agreement #60151 
 This Modification No. 25 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc.
(“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and ITT Space Systems, LLC., (since renamed ITT Exelis LLC) a
Delaware corporation with its principal offices located at 1447 St. Paul Street, Rochester, New York, 14621 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and
“Parties” means DigitalGlobe and Contractor. 
 WHEREAS, DigitalGlobe and Contractor entered into the
WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010; 
 Now, THEREFORE, the
parties hereby agree to amend the Agreement to incorporate the following Specification Update to Revision 8- included as Attachment #1): 

Scope: 
 Multiple changes based on
further definition from testing or capabilities, has been agreed upon between the Parties. These changes are spelled out in the Specification change section of the Specification Revision 8 document. 

Price: The [**Redacted**] for this modification is zero dollars. 
 Period of Performance: Specification Revision 8 shall become the ruling technical document form this date forward or until a new revision is agreed upon. Specification Revision 8 supersedes all
previous revisions. 
 Payment Milestone: 
 No new payment Milestones are included in this revision. 
 SUMMARY 

The value for this Specification Revision is outlined in the following table: 

 

							
	 Change#
	  	 Change Description
	  	$	 
	 025
	  	Specification Revision 8	  	$	0.00	  
		  		  	  
	  
	 
		  	TOTAL	  	$	0.00	  
		  		  	  
	  
	 









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 Contract Value Summary 

 

					
	 Previous Contract Value
	  	$	169,047,033.00	  
	 Specification Revision 8
	  	$	0.00	  
	 New Contract Value
	  	$	169,047,033.00	  

 Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force
and effect. 
 This Modification No. 25 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective
as of the last date executed below. 
  

			
	ITT Exelis LLC.	    	DigitalGlobe, Inc.
		
	  
 Signature
	    	  
 Signature

		
	[**Redacted**]	    	Steve Linn
	  
 Name
	    	  
 Name

		
	[**Redacted**]	    	V.P. Space Systems
	  
 Title
	    	  
 Title

		
	May 16, 2013	    	May 14, 2013
	  
 Date
	    	  
 Date


 DigitalGlobe Proprietary and Confidential 

Use or disclosure of data is subject to the restriction on the title page of this document. 








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 Attachment 1 

Specification Revision 8 
 DigitalGlobe Proprietary and Confidential 
 Use or disclosure of data is
subject to the restriction on the title page of this document. 








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 WorldView-3 Instrument 

Specification 
  

			
	 Document #
	  	10329742
	 Revision #
	  	8.0
	 Release Date
	  	8 May 2013
	 Prepared by
	  	Paul Scott
	 Approved by
	  	Keith Constantinides

 [**Redacted**] 
 RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION 
 This document contains information proprietary and confidential to
DigitalGlobeTM, to its subsidiaries, or to a third party to whom DigitalGlobe may have a legal obligation to
protect such information from unauthorized disclosure, use or duplication. Any disclosure, use or duplication of this document or of any of the information contained herein for other than the specific purpose for which it was disclosed is expressly
prohibited, except as DigitalGlobe may otherwise agree to in writing. This document may only be used for the purpose for which it is provided. All copies of this document are the sole property of DigitalGlobe and will be returned promptly upon
request. 








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 Change Record 

 

									
	 Revision
	  	Date	 	  	Sections	  	 Description of Change

	 1.0
	  	 	8/24/2010	  	  	All	  	Initial Release
				
	 2.0
	  	 	9/23/2010	  	  	2.2.2	  	Eliminated reference to Nextview on Contamination Control Implementation Plan for WV-3 and replaced TBD with document number. Added WV-3 SSS 1553 Command List to Contractor
Documents list.
				
		  				  	3.1.4
 3.3.1

 
 3.3.11.1

3.3.11.3

3.3.11.4

3.3.11.5

3.3.12.2
  

3.3.12.3
  

3.4.1.2
  

3.4.2.3

3.4.3.1
  

3.4.4.3
  

3.5.2
  

3.6.3
  

3.7.1.4
  

3.9.7
  

3.9.11.4.1
  

4.7
	  	 Change [**Redacted**]

Changed [**Redacted**]
  
 Decreased [**Redacted**]
 Increased [[**Redacted**]

Changed number [**Redacted**]
 Dropped
[**Redacted**]
 Increased [**Redacted**]
  

[**Redacted**]
  
 [**Redacted**]
  
 Added
TBR [**Redacted**]
 Maximum [**Redacted**]
  

Added TBR [**Redacted**]
  

States and state [**Redacted**]
  

Replaced previous paragraph with reference [**Redacted**]
 Added TBR [**Redacted**]
  
 [**Redacted**]
  

Eliminated [**Redacted**]
  

Removed the A from 3.4.2.1, 3.4.2.2, and 3.4.2.3. Added T to 3.4.2.2, 3.4.2.3, 3.9.11.1.3.1 and 3.9.11.1.3.2. Removed T from 3.5.4.1.

 










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	 Revision
	  	Date	  	Sections	  	 Description of Change

	3.0	  	1/14/2011	  	2.2.3  
 3.1.1
  
 3.1.4
  
 3.2.2.2
  
 3.2.2.3
  
 3.2.2.4
 3.3.7

3.3.11.5
  

3.4.2.3

3.4.4.1

3.4.4.3
  

3.5.2
  

3.6.3
  

3.7.1.4
  

3.9.10

3.9.11.1.8

3.9.11.2

3.9.11.4.1

3.9.11.17.3

4.6.5.8.1
  

4.6.5.10
  

4.6.5.10.1
  

 
  

4.6.5.10.2

4.7
	  	 [**Redacted**]
  

Changed block diagram to include [**Redacted**]
  

Change [**Redacted**]
  
 Added [**Redacted**]
  

Revised [**Redacted**]
  
 Added word “Any” to beginning of d)
 Revised [**Redacted**]

Revised [**Redacted**]
  
 Removed [**Redacted**]
 Replaced [**Redacted**]

Removed TBR, [**Redacted**]
  

Removed TBR [**Redacted**]
  

Removed TBR [**Redacted**]
  

Remove TBR and [**Redacted**]
  

Reworded [**Redacted**]
 Included
[**Redacted**]
 Revised [**Redacted**]
 Deleted [**Redacted**]
 Corrected [**Redacted**]

Added entry to [**Redacted**]
  

Made this section a title only and put content into new 4.6.5.10.1
  

Added this section to include content from previous 4.6.5.10 and [**Redacted**]. Corrected [**Redacted**]

 
 New paragraph entitled [**Redacted**]

Changed entry in [**Redacted**]










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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


							
	 Revision
	  	Date	  	Sections	  	 Description of Change

	4.0	  	5/4/2011	  	2.1.1
 2.2.1

 
 2.3

3.2.2.2
 3.3.9
and its
subparagraphs
 3.4.3.1
 3.5.5
  
 3.9.4.3
 3.9.11.2

 
 3.9.11.3.1

 
 3.9.11.4.4

3.9.11.4.5

3.9.11.10

3.9.11.11

3.9.11.15.1

3.9.11.15.4
  

3.9.11.15.5
  

3.9.11.15.6

3.9.11.17

3.9.11.17.1
  

3.9.11.17.2

3.9.11.17.3

4.6.5.7.3

4.6.5.9
  

4.6.5.10.1
  

4.6.5.10.2

4.6.5.12
  

4.7
	  	 Changed [**Redacted**]

Added [**Redacted**]
  
 Clarified that this document is obsolete.
 Inserted word [**Redacted**]

New content replacing Reserved
  

Minor [**Redacted**]
 Deleted reference to
removed section [**Redacted**]
  
 Deleted section

Added new entry to [**Redacted**]
  

Added words [**Redacted**]
  

Replaced section with reference to ICD
 Replaced
section with reference to ICD
 Changed title to remove [**Redacted**]
 Deleted content, changed title to Reserved
 Changed [**Redacted**]

Added sentence requiring DG approval for non-standard parts. Removed sentence regarding mission non-critical parts

Clarified “plastic parts” to mean plastic encapsulated electronic parts.
 Extensively revised.
 Extensively revised.
 Removed first sentence. Added [**Redacted**] to second sentence
 Removed first
sentence.
 Removed first sentence.

Added 2 sentences at end.
 Modified wording of
first paragraph to [**Redacted**]
  
  
 Added clarification to performance parameters [**Redacted**]
  
 Retitled and revised [**Redacted**]
 Changed title and text [**Redacted**]

 
 Updated verification matrix due to other changes.
[**Redacted**]










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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


							
	 Revision
	  	Date	  	Sections	  	 Description of Change

	5.0	  	10/10/2011	  	3.3.9.7  
 3.3.9.8
  
 3.3.9.10
  
 3.3.12.10
 3.4.1.1

 
 3.4.1.2

 
 3.4.1.3

 
 3.9.11.1.5

3.9.11.1.7

3.9.11.2
  

3.9.11.3.1
  

3.9.11.1.11.2
  

3.9.11.10

4.6.5.7.2

4.6.5.10.2

4.7
	  	 Increased value to [**Redacted**]
  

Increased [**Redacted**]
  

Refined voltage range [**Redacted**]. Changed section title.
 Corrected and clarified wording of specification
 Clarification added to
[**Redacted**]
  
 Updated [**Redacted**]

 
 New section for [**Redacted**]

 
 Changed [**Redacted**]
 Changed [**Redacted**]
 Removed [**Redacted**]

 
 Added [**Redacted**]

 
 Changed [**Redacted**]

 
 Added further clarifications [**Redacted**]. Retitled.

Specified workmanship testing [**Redacted**].
 Extensive re-write to account for the [**Redacted**]
 Added entry for new paragraph 3.4.1.3
[**Redacted**]










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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


							
	 Revision
	  	Date	  	Sections	  	 Description of Change

	6.0	  	10/31/2011	  	Global  
  

 
 3.1.1

 
 3.2.1.4

 
  
  

3.2.1.12

3.2.1.13

3.2.1.14

3.2.2.2

3.2.2.3

3.3

3.4.1.2

3.4.3

3.4.3.1

3.5.1

3.5.2

3.5.3

3.5.4.1

3.5.4.2

3.6.1

3.9.1.1

3.9.1.2

3.9.7

3.9.11.2

3.9.11.3.1

3.9.11.5
 3.10
and all
subparagraphs
 4.6.5.8.1
 4.6.5.8.4
 4.6.5.10.3

 
 4.7
	  	 Labeled requirements that refer only to the main instrument only as Main and those [**Redacted**]

 
 Added new information about [**Redacted**]

 
 Added requirement to cover [**Redacted**]

 
 Changed table to include [**Redacted**]

Added TBD purge fitting for [**Redacted**]

New paragraph for [**Redacted**]
 New
paragraph for [**Redacted**]
 Minor updates to account for [**Redacted**]
 Minor updates to account for [**Redacted**]
 Text added to clarify scope of section with
regard to Main and [**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for
[**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for
[**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for
[**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for
[**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for [**Redacted**]
 Modified to account for
[**Redacted**]
 New requirements added for [**Redacted**]

 
 Modified to account for [**Redacted**]

Modified to account for [**Redacted**]

New [**Redacted**]
  
 Supplemented to account for [**Redacted**].










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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


							
	 Revision
	  	Date	  	Sections	  	 Description of Change

	7.0	  	7/19/2012	  	Throughout  
 2.2.1
 2.2.1,
3.3.9.1,
3.3.9.3,
3.3.9.4, and
3.3.9.6

3.2.1.12

3.2.1.13
  

3.2.2.2

3.3.8

3.3.9.4.1
  

3.3.9.4.2
  

3.3.11.5
  

3.3.12.2
  

3.3.12.3

3.4.1.3

3.5.2
  

3.5.4.1
  

3.5.5
  

3.8.4

3.10.3

3.9.11.2
  

3.9.11.3.1

3.10.1

3.10.9.6
  

3.10.12
  

4.6.5.7.2

4.7
	  	 Fixed formatting errors introduced by Word version change.
 Added Reference for [**Redacted**]
 Changed title of [**Redacted**]

 
 Removed TBD and [**Redacted**]

 
 Corrected nominal [**Redacted**]

 
 Removed (TBR) in item d.
 Removed paragraph [**Redacted**]
 Changed [**Redacted**]

 
 Changed [**Redacted**]

 
 Deleted [**Redacted**]

 
 Extensively revised to [**Redacted**]

 
 Clarified applicability [**Redacted**]

Add exception (c) [**Redacted**]
 Changed
terminology in Tables [**Redacted**]
  
 Modified paragraph to refer to
new [**Redacted**]
  
 Separated Operating Cycle requirements for Main
and [**Redacted**]
 Added [**Redacted**]
 Corrected typo. Changed [**Redacted**]
 Clarified definition of Max Operational Range of
[**Redacted**]. Removed TBRs for max operational and survival temperatures [**Redacted**]
 Changed to allow for new
[**Redacted**]
 Changed table reference from 3.3.11-2 to 3.10.10-1.
 Relaxed tolerance on [**Redacted**]
  
 Added [**Redacted**]
  

Added “no greater than” to sweep rate.

Added lines for new items omitted from Rev. 6.0 and fixed formatting issues.










 FOIA CONFIDENTIAL TREATMENT REQUESTED 

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


							
	 Revision
	  	Date	  	Sections	  	 Description of Change

	8.0	  	5/8/2013	  	Change Record
 3.2.1.15

3.3.9.10
  

3.4.1.1

3.4.1.2
  

3.5.2
  

3.5.3 and 3.5.4
  

3.5.4.2
  

3.9.11.2
  

3.9.11.3.1

3.9.11.5.2

3.9.11.6

3.10.20
  

3.10.31

4.6.5.7.1
  

4.6.5.8.1

4.6.5.10.1
  

4.6.5.10.2

4.6.5.10.3
  

4.6.6.1

4.6.6.3

4.7
	  	 Fixed change box for Rev. 7.0 for 3.2.1.12, 3.2.1.13, and 3.2.2.2
 New section to specify alignment cube.
 Changed to show minimum and maximum voltage verification
for shutter testing.
 Modified [**Redacted**].
 Updated Table 3.4.1-1 per agreement. Made FPU values for reference only. Updated Table 3.4.1-4 to account for [**Redacted**].
 Added clarifying phrases to Table 3.5.2-2. Revised transition times in Table 3.5.2-4 and removed TBRs.
 Corrected formatting error which caused the last bullet of 3.5.3 to become a part of the title of 3.5.4
 Deleted extraneous 3.10.10 from b. Replaced “With” with “and with”.
 Updated
Table 3.9.11-8 and Rationale/Info table to correct DPU and PSU interface temperatures, add separate row for RCSS, and revise values for AUX FPU, with test agreements in footnote.
 Update to Table 3.9.11-9 for [**Redacted**].
 Removed explicit analysis reporting
requirement.
 Updated obsolete web link

Corrected typo. Moved extraneous [**Redacted**] at beginning to correct location.
 Revision of requirement to more accurately state need.
 Added sentence to the end of fourth
paragraph to allow for [**Redacted**]with DG approval.
 Added words to Table 4.6.5-1, under [**Redacted**]

Updated item d to allow [**Redacted**]. Updated test modulations in Table 4.6.5-2.
 Updated to allow [**Redacted**].
 Updated item d to include reference to the new Table
3.9.11-10a. Updated item e to allow [**Redacted**].
 Sentence added to allow reduced test matrix.

Reduced number of [**Redacted**].
 Added
[**Redacted**]. Removed T from 3.10.1