Common use of TERMINATION FOR CONTRACTOR’S DEFAULT Clause in Contracts

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner may terminate this Contract, subject to paragraph (f) below, upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure to achieve Acceptance for all Cities on or before the Acceptance Date, as such date may be adjusted in accordance with the Contract; or (2) as provided in Article 25 (Default and Correction Plan); or (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task), Contractor commits a material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereof; or (B) with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("Insolvency Law"); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner of the unauthorized purported assignment or transfer. (b) In the event Owner terminates this Contract pursuant to paragraph (a), (i) Owner shall be entitled to have the Work completed by another party or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefit. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a

TERMINATION FOR CONTRACTOR’S DEFAULT. 16.1.1 In addition to the other termination events specified in this Contract, the Authority shall have the right to terminate this Contract in relation to the Scope of Project of the Contractor, if the Contractor: (a) Owner may terminate this Contract, subject fails to paragraph (f) below, upon service of written notice of default to Contractor at any time after submit the occurrence of any of the following: (1) failure to achieve Acceptance for all Cities on or before the Acceptance Date, as such date may be adjusted Advance Guarantee/ Performance Guarantee/ Performance Security in accordance with the Contract; orterms of the Contract or does not comply with any notice of the Authority to make good any failure under the Contract with the date specified in such notice; (2b) as provided in Article 25 (Default and Correction Plan); orabandons any works or services forming part of its Scope of Project or otherwise plainly demonstrates the intention not to continue performance of its obligations under the Contract; (3c) except as otherwise provided without reasonable excuse fails to proceed with any works or services forming part of its Scope of Project in Article 25.2 accordance with the terms of the Contract; (Failure d) subcontracts the whole of the Works forming part of its Scope of Project, assigns or purports to Achieve Key Task), Contractor commits a assign its obligations under the Contract without the required agreement or consent of the Authority or in contravention of the terms of this Contract; (e) is in material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereofunder this Contract; or (Bf) becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against it, compounds with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtorsits creditors, or similar law ("Insolvency Law"); carries on business under a receiver, trustee or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment manager for the benefit of creditors its creditors, or becomes unable if any act is done or event occurs which (under Applicable Laws) has a similar effect to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume of these acts or reject this Contract within forty-five (45) Calendar Days after the entry of events. 16.1.2 If any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions events or circumstances mentioned in Clause 16.1.1 above has been caused by reasons solely attributable to the Contractor, the Authority may by giving [14 (fourteen)] days’ written notice to the Contractor require it to cause rectification of Article 28.1 (Assignment) the default, and if the Contractor fails to cure rectify such unauthorized purported assignment default require within the next [30 (thirty)] days (“Cure Period”). In the event, the Contractor is unable to rectify the said default within the Cure Period or transfer within thirty (30) Calendar Days after receiving written any other extended period as may be agreed between the Authority and the Contractor, the Authority can terminate the Contract with immediate effect by giving a notice in terms of this Clause 16.1.2 and expel the Contractor from Owner of the unauthorized purported assignment or transferSite. (b) In the event Owner terminates this Contract pursuant to paragraph (a), (i) Owner shall be entitled to have the Work completed by another party or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess 16.1.3 The termination of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as or part of the effective date Contract vis-à-vis the Scope of termination, with the payment equal to a percentage Project of the applicable Milestone Payment that is equal to that percentage of Work, as determined Contractor) by the Parties, actually completed on Authority shall not prejudice any other rights of the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Authority against the Contractor under the Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitor otherwise. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner Customer may terminate this Contract, subject to paragraph (f) below, Agreement upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure Subject to achieve Acceptance for all Cities on or before any schedule adjustments pursuant to Article 9, Contractor fails to meet any of the Acceptance Date, as such date may program Milestone events set forth in Exhibit C causing a delay that could reasonably be adjusted expected to delay the Delivery Date of the Satellite taking into consideration the grace period set forth in accordance with the Contract; orclause (2) below. (2) The Satellite has not been delivered within [***Redacted***] of the end of the Liquidated Damages Period (as provided may be extended in Article 25 (Default and Correction Planaccordance with this Agreement); or; (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task), Contractor commits a material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereof; or (B) with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("“Insolvency Law"”); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days 90 days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days60 days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract Agreement within forty-five (45) Calendar Days 45 days after the entry of any order for relief; or (54) Contractor has purported to assign or transfer this Contract Agreement in violation of the provisions of Article 28.1 (Assignment) 27.1 and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days 30 days after receiving written notice from Owner Customer of the unauthorized purported assignment or transfer. (b) In the event Owner Customer terminates this Contract Agreement pursuant to paragraph (a), (i) Owner Contractor shall be entitled to have payment of an amount equal to the Work completed lesser of (i) the actual costs incurred (subject to audit by another party or parties Customer); and Contractor shall be liable to Owner for damages resulting from such termination(ii) the Termination Liability Amount specified in Exhibit C, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 either case (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000i) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as less [***Redacted***] of the effective date of termination, with the payment equal to a percentage total amount of the applicable Milestone Payment that is equal to that percentage amount such amount; less the sum of Work, as determined all amounts received by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained Contractor in cash or cash equivalent under this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitAgreement. (c) Each Party shall submit an invoice If, after termination of this Agreement under the provisions of paragraph (a), it is determined by arbitration, pursuant to Article 22, or admitted in writing by Customer, that Contractor was not in default under the provisions of paragraph (a), or that any delay giving rise to the other Party for amounts due default was excusable under this the provisions of Article 26.2 (9, such termination shall be considered a Termination for Contractor's Default) within sixty (60) Calendar Days after Convenience by Customer and the termination date, which invoice provisions of Article 26.1 shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by aapply.

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner Customer may terminate this Contract, subject to paragraph (f) below, Agreement upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure Subject to achieve Acceptance for all Cities on or before any schedule adjustments pursuant to Article 9, Contractor fails to meet any of the Acceptance Date, as such date may program Milestone events set forth in Exhibit 3 causing a delay that could reasonably be adjusted expected to delay the Delivery Date of the Satellite taking into consideration the grace period set forth in accordance with the Contract; orclause (2) below. (2) The Satellite has not been delivered within [**Redacted**] of the scheduled Delivery Date as provided set forth in Article 25 (Default Exhibit 1 and Correction Plan); oras may be extended in accordance with this Agreement. This [**Redacted**] period is comprised of the [**Redacted**] grace period, the [**Redacted**] liquidated damages period, and a second [**Redacted**] grace period. (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task), Contractor commits a material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereof; or (B) with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("“Insolvency Law"”); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days [**Redacted**] after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days[**Redacted**]; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract Agreement within forty-five (45) Calendar Days [**Redacted**] after the entry of any order for relief; or (54) Contractor has purported to assign or transfer this Contract Agreement in violation of the provisions of Article 28.1 (Assignment) 26.1 and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days days after receiving written notice from Owner Customer of the unauthorized purported assignment or transfer. (b) In the event Owner Customer terminates this Contract Agreement pursuant to paragraph (a), (i) Owner Contractor shall be entitled to have payment of an amount equal to the Work completed lesser of (i) the actual costs incurred (subject to audit by another party Customer) or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to the Termination Liability Amount specified in Exhibit 3 minus [**Redacted**], less the sum of all amounts already received by Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with cash or cash equivalent under this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitAgreement. (c) Each Party shall submit an invoice If, after termination of this Agreement under the provisions of paragraph (a), it is determined by arbitration, pursuant to Article 21, or admitted in writing by Customer, that Contractor was not in default under the provisions of paragraph (a), or that any delay giving rise to the other Party for amounts due default was excusable under this the provisions of Article 26.2 (9, such termination shall be considered a Termination for Contractor's Default) within sixty (60) Calendar Days after Convenience by Customer and the termination date, which invoice provisions of Article 25.1 shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by aapply.

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner Customer may terminate this Contract, subject to paragraph (f) belowin whole or in part, upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure Subject to achieve Acceptance any schedule adjustments pursuant to Article 11 (Excusable Delay), Contractor fails to meet the following program Milestone events: (i) Conduct Spacecraft Preliminary Design Review (PDR) by [***]; (ii) Conduct Spacecraft Critical Design Review (CDR) by [***]; (iii) Mate Bus and Payload Module for all Cities the first Satellite by [***]; (iv) first Spacecraft Available for Shipment to Launch site by [***]; (v) Mate Bus and Payload Module for the second Satellite by [***]; (vi) second Spacecraft Available for Shipment to Launch site by [***]; (vii) Mate Bus and Payload Module for the Ground Spare Satellite by [***]; or (viii) Ground Spare Satellite Available for Shipment to Launch Site by [***]. (2) A Satellite has not been Delivered on or before the Acceptance Date, applicable Delivery Date (as such date may be adjusted extended in accordance with this Contract) and all applicable liquidated damages for late delivery that may accrue to Customer’s benefit for the Contract; or late delivery of said Satellite have been exhausted in accordance with Article 10 (2) as provided in Article 25 (Default and Correction PlanLiquidated Damages for Late Delivery); or; (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task)If, Contractor commits a material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereof; or (B) with respect to a breach that cannot the first Satellite, at [***], the Launch Agency has failed to establish the Launch Slot to begin no later than [***], or if, with due diligence be cured within thirty (30) Calendar Days notice thereofrespect to the second Satellite, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within at ARP plus ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail months, the reason such breach cannot be cured in such thirty (30) Calendar-Day period Launch Agency has failed to establish the Launch Slot to begin no later than [***]; ***** Certain information on this page has been omitted and setting forth a Correction Plan filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; oromitted portions. (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("“Insolvency Law"”); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 34.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner Customer of the unauthorized purported assignment or transfer. (b) In the event Owner Customer terminates this Contract pursuant to paragraph (a), (i) Owner Customer shall be entitled to, subject to have the Work completed by another party or parties paragraph (d) below, refund of all payments previously made to Contractor in cash under this Contract and Contractor shall be liable payment of any liquidated damages for delay levied pursuant to Owner Article 10 (Liquidated Damages for damages resulting from such terminationLate Delivery) and, including any as damages, direct reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess of the Contract SumPrice, such damages re-procurement costs to be actually incurred and invoiced to Contractor in reasonable detail, detail and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with [***]; provided, however, if Customer terminates this Contract through the effective date of terminationpursuant to paragraph (a)(2) above for late delivery and such late delivery is caused by unexcused delay under Article 10.3 (Termination for Unexcused Delay) on which liquidated damages have been levied, (B) all unpaid for WorkCustomer shall not be entitled to such re-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitprocurement costs. (c) Each Party Upon Contractor’s completion of all payments under paragraph (b) above, Contractor shall be entitled to retain title to any and all Work, Work-in-progress, parts or other material, inventories and any associated warranties, and any subcontracted items Contractor has specifically produced, acquired, or entered into in accordance with this Contract. Until Contractor has paid to Customer the payments required under paragraph (b) above, Customer shall have an interest in the Work, subject to Article 5.7 (Security Interest). (d) Customer shall submit an invoice to Contractor for the other amounts payable under paragraph (b) no later than one (1) year after the termination date. The amounts payable by Contractor under paragraph (b) above shall be verified at Contractor’s request and expense by an internationally recognized firm of accountants appointed by Contractor for that purpose subject to approval of Customer. Contractor’s right to verification shall be without prejudice to the rights of either Party for amounts due under this Article 26.2 27 (Termination for Contractor's Default) within Dispute Resolution). The report issued by the accountants may be used by either Party during any arbitration proceedings, but the report shall not be binding on the arbitral tribunal. By notice in writing received by Customer no later than sixty (60) Calendar Days after receipt of Customer’s invoice pursuant to paragraph (b), Contractor may dispute the termination dateamount of said invoice. In the event Contractor does not so notify Customer that it disputes Customer’s invoice, which invoice shall state the amounts due from such other Party. Each such invoice Contractor shall be deemed to have accepted by the Party receiving said invoice. Customer shall be entitled to payment of such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice amount within fifteen (15) Business Calendar Days after Contractor’s receipt of such invoice. The amounts payable by a Party under invoice or, in the event of dispute, ten (10) Calendar Days after the resolution of such dispute. (e) Notwithstanding any other provision of this Article 26.2 32 (Termination), a termination for Contractor’s default shall not relieve the Parties of their obligations with respect to any Launched Satellite and there will be no right of termination for default with respect to a Launched Satellite. (f) In the event Customer terminates this Contract as provided in paragraph (a), Contractor, if requested in writing by Customer, shall assign to Customer or its designee, such Subcontracts as requested by Customer, to the extent permitted by such Subcontracts. (g) If, after termination of this Contract under the provisions of paragraph (a), it is determined by arbitration, pursuant to Article 27 (Dispute Resolution), or admitted in writing by Customer, that Contractor was not in default under the provisions of paragraph (a), or that any delay giving rise to the default was excusable under the provisions of Article 11 (Excusable Delay), such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 32.1 (Termination for Customer’s Convenience) shall apply. (h) Contractor’s compliance with this Article 32.2 (Termination for Contractor's ’s Default) shall be verified at such Party's request constitute Customer’s sole and expense by aexclusive remedy in the event of a termination for Contractor’s default.

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner may terminate this Contract, subject to paragraph (f) below, upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure to achieve Acceptance for all Cities on or before the Acceptance Date, as such date may be adjusted in accordance with the Contract; or (2) as provided in Article 25 (Default and Correction Plan); or (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task), Contractor commits a material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereof; or (B) with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("Insolvency Law"); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after 80 CONFIDENTIAL commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner of the unauthorized purported assignment or transfer. (b) In the event Owner terminates this Contract pursuant to paragraph (a), (i) Owner shall be entitled to have the Work completed by another party or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000Dollars ($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefit. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a nationally recognized firm of certified public accountants appointed by such Party and reasonably acceptable to the other Party. Each Party's right to verification shall be without prejudice to the rights of either Party under Article 22 (Dispute Resolution). In the event a Party does not notify the other Party in writing that it disputes the amount specified in an invoice within fifteen (15) Business Days after receipt thereof, such Party shall be deemed to have accepted such invoice. Each Party shall be entitled to payment of all undisputed amounts within thirty (30) Business Days after the other Party's receipt of such invoice. Disputed amounts, including those disputed by Contractor, shall be deposited into an escrow account and paid therefrom in accordance with the provisions of Article 5.8 (Withholding of Payments). Each Party shall also be entitled to interest on such amounts for each day the payment is overdue until the day payment is made, such interest to be calculated in accordance with Article 28.11 (Calculation of Interest). (d) Owner may require Contractor to transfer to Owner in the manner and to the extent directed by Owner, title to and possession of any items comprising all or any part of the Work terminated (including all Work-in-progress, parts and materials, and all inventories, Subcontracts and warranties). Contractor shall, upon direction of Owner and at Owner's expense, protect and preserve property in the possession of Contractor or its Subcontractors in which Owner has an interest and shall facilitate access to and possession by Owner of items comprising all or part of the Work terminated, such expenses to be reimbursed at the Default Pricing set forth in Exhibit C (Contract Pricing, Payments and Milestone Achievement Criteria). In the event Owner neither takes possession nor directs Contractor to protect the Work, Owner shall be responsible for costs reasonably incurred by Contractor in restoring the Work. Upon Owner's request, Contractor shall make a reasonable good-faith effort to sell such items and to remit any sales proceeds to Owner, less a deduction for costs of disposition reasonably incurred by Contractor for such efforts, provided the selling price shall be subject to Owner's prior written approval. (e) If, after termination of this Contract under the provisions of paragraph (a) above, it is determined by dispute resolution, pursuant to Article 22 (Dispute Resolution), or admitted in writing by Owner, that Contractor was not in default under the provisions of paragraph (a), or that any delay giving rise to the default was excusable under the provisions of Article 7.3 (Excusable Delay), such termination shall be considered a Termination for Convenience by Owner and the provisions of Article 26.1 (Termination for Owner's Convenience) shall apply. (f) Owner may terminate the Contract pursuant to paragraphs (a)(1), (a)(2), and (a)(3) of this Article 26.2 (Termination for Contractor's Default) only with respect to those Cities in which the default under such paragraphs pertain; provided, however, Owner may terminate the Contract in whole under any such paragraphs if it is entitled to terminate the Contract pursuant to such paragraphs in at least one Tier 1 City or five of the remaining Cities (Tier 2 and Tier 3 Cities).

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner Customer may terminate this Contract, subject to paragraph (f) below, Agreement upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure Subject to achieve Acceptance for all Cities on or before any schedule adjustments pursuant to Article 9, Contractor fails to meet any of the Acceptance Date, as such date may program Milestone events set forth in Exhibit 2 causing a delay that could reasonably be adjusted expected to delay the Delivery Date of the Instrument taking into consideration the grace period set forth in accordance with the Contract; orclause (2) below. (2) as provided in Article 25 (Default and Correction Plan); or (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task), Contractor commits a material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach The Instrument has not been delivered within thirty (30) Calendar Days of notice thereof; or (B) with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice [**Redacted**] of the breach; or (4) scheduled Delivery Date as set forth in Exhibit 2 and as may be extended in accordance with this Agreement. Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("“Insolvency Law"”); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days [**Redacted**] after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days[**Redacted**]; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract Agreement within forty-five (45) Calendar Days [**Redacted**] after the entry of any order for relief; or (53) Contractor has purported to assign or transfer this Contract Agreement in violation of the provisions of Article 28.1 (Assignment) 27.1 and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days days after receiving written notice from Owner Customer of the unauthorized purported assignment or transfer. (b) In the event Owner Customer terminates this Contract Agreement pursuant to paragraph (a), (i) Owner Contractor shall be entitled to have payment of an amount equal to the Work completed lesser of (i) the actual costs incurred (subject to audit by another party a mutually agreeable third party) or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable the Termination Liability Amount specified in Exhibit 2 minus [**Redacted**] , less the sum of all amounts already received by Contractor in cash or cash equivalent under this Agreement. DigitalGlobe Proprietary and Confidential Use or disclosure of data is subject to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed restriction on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in title page of this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitdocument. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a

TERMINATION FOR CONTRACTOR’S DEFAULT. 16.1.1 In addition to the other termination events specified in this Contract, the Authority shall have the right to terminate this Contract in relation to the Scope of Project of the Contractor, if unless the default has occurred as a result of any breach of this Contract by the Authority or due to Force Majeure, the Contractor: (a) Owner may terminate this Contract, subject fails to paragraph (f) below, upon service of written notice of default to Contractor at any time after submit or replenish the occurrence of any of the following: (1) failure to achieve Acceptance for all Cities on or before the Acceptance Date, as such date may be adjusted Performance Security in accordance with the Contract; orterms of this Contract or does not comply with any notice of the Authority to make good any failure under the Contract with the date specified in such notice; (2b) as provided in Article 25 (Default and Correction Plan); orabandons any Works or services forming part of its Scope of Project or otherwise plainly demonstrates the intention not to continue performance of its obligations under the Contract; (3c) except without reasonable excuse fails to proceed with any Works or services forming part of its Scope of Project in accordance with the terms of the Contract; (d) the Contractor does not achieve the latest outstanding Project Milestone due in accordance with the provisions of Programme Schedule and in accordance with the terms of Contract; (e) the Completion Date does not occur within the specified period or any extension thereof; (f) the Contractor fails to rectify any Defect, the non-rectification of which shall have a Material Adverse Effect on the Project, within the time specified in this Contract or as otherwise provided directed by the Authority; (g) subcontracts the whole of the Works forming part of its Scope of Project, assigns or purports to assign its obligations under the Contract without the required agreement or consent of the Authority or in Article 25.2 contravention of the terms of this Contract; (Failure to Achieve Key Task), Contractor commits a h) is in material breach of any of its duties or obligations hereunder andunder this Contract; (Ai) except the Contractor creates any Encumbrance in breach of this Contract; (j) any representation or warranty of the Contractor herein contained which is, as provided of the date hereof, found to be materially false or the Contractor is at any time hereafter found to be in breach thereof; (Bk) belowthe Contractor has failed to fulfil any obligation, for which failure termination has been specified in this Contract; (l) the Contractor fails has failed to cure such breach make any payment to the Authority within thirty the period specified in this Contract; (30m) Calendar Days of the Contractor submits to the Authority any statement, notice thereofor other document, in written or electronic form, which has a material effect on the Authority’s rights, obligations or interests and which is false in material particulars; or (Bn) becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against it, compounds with respect its creditors, or carries on business under a receiver, trustee or manager for the benefit of its creditors, or if any act is done or event occurs which (under Applicable Laws) has a similar effect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days any of these acts or events. 16.1.2 If any of the events or circumstances mentioned in Clause 16.1.1 above has been caused by reasons solely attributable to the Contractor, the Authority may by giving written notice thereof, to the Contractor require it to cause rectification of the default. If the Contractor fails to proceed promptly and diligently rectify such default within the next 30 (thirty) days from the date on which the notice is delivered by the Authority to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail asking the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails latter to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed default specified in such plan; or notice (C“Cure Period”) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("Insolvency Law"); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving extended period as may be agreed between the Authority and the Contractor, the Authority can terminate the Contract with immediate effect by giving a case or proceeding under any Insolvency Law has been entered; or notice in terms of this clause 16.1.2 and expel the Contractor has made a general assignment for from the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner of the unauthorized purported assignment or transferSite. (b) In the event Owner terminates this Contract pursuant to paragraph (a), (i) Owner shall be entitled to have the Work completed by another party or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess 16.1.3 The termination of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as or part of the effective date Contract vis-à-vis the Scope of termination, with the payment equal to a percentage Project of the applicable Milestone Payment that is equal to that percentage of Work, as determined Contractor) by the Parties, actually completed on Authority shall not prejudice any other rights of the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Authority against the Contractor under the Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitor otherwise. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner Customer may terminate this Contract, subject to paragraph (f) below, Contract upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure Contractor fails to achieve Acceptance for all Cities on or before deliver the Acceptance Date, as such date may be adjusted Prototype Repeaters in accordance with the Contract; orapplicable delivery dates hereunder, and Contractor fails to cure such breach within thirty (30) Calendar Days of such delivery dates; (2) as provided Any of the conditions set forth in paragraph (d) of Article 25 24 (Default and Correction Plan); or; (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task), Contractor commits a material breach of any of its duties or obligations hereunder and (A) , except as provided in paragraph (Ba)(4) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereof; or (B4) with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify OwnerCustomer, in writing, within ten (10) Calendar Days of receipt of notice of breach the breach, describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C5) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (46) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("Insolvency Law"); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (57) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner Customer of the unauthorized purported assignment or transfer. (b) In the event Owner Customer terminates this Contract pursuant to paragraph (a)) above, (i) Owner Customer shall be entitled to have the Work completed by another party or parties and Contractor shall be liable to Owner Customer for damages resulting from such termination, including any reasonable re-procurement costs and commercially reasonable costs of "cover" incurred in connection therewith in excess of the Contract SumPrice, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 7.5 (Liquidated DamagesDamages for Late Delivery of Repeaters), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner Customer shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Contract shall be construed so as to obligate Owner Customer to exercise such right to terminate for Contractor's benefit. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 25.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the effective date of termination datespecified in the notice thereof, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 25.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a nationally recognized firm of certified public accountants appointed by such Party and reasonably acceptable to the other Party. Each Party's right to verification shall be without prejudice to the rights of either Party under Article 23(Dispute Terms and Conditions Page 84 Resolution). Each Party shall be entitled to payment of all undisputed amounts within thirty (30) Business Days after the other Party's receipt of such invoice. (d) Customer may require Contractor to transfer to Customer in the manner and to the extent directed by Customer, title to and possession of any items comprising all or any part of the Work terminated (including all Work-in- progress, parts and materials, and all inventories, Subcontracts and warranties) free and clear of any liens and encumbrances of any kind. Contractor shall, upon direction of Customer and at Customer's expense, protect and preserve property in the possession of Contractor or its Subcontractors in which Customer has an interest arising out of this Contract and shall facilitate access to and possession by Customer of items comprising all or part of the Work terminated, such expenses to be reimbursed in accordance with the terms of Exhibit C (Pricing, Milestones and Payment Plan). In the event Customer neither takes possession nor directs Contractor to protect the Work, Customer shall be responsible for costs reasonably incurred by Contractor in restoring the Work. Upon Customer's request, Contractor shall make a reasonable good-faith effort to sell such items and to remit any sales proceeds to Customer, less a deduction for costs of disposition reasonably incurred by Contractor for such efforts, provided the selling price shall be subject to Customer's prior written approval. (e) If, after termination of this Contract under the provisions of paragraph (a) above, it is determined by dispute resolution, pursuant to Article 23 (Dispute Resolution), or admitted in writing by Customer, that Contractor was not in default under the provisions of paragraph (a), or that any delay giving rise to the default was excusable under the provisions of Article 7.9 (Excusable Delay Defined), such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 25.1 (Termination for Customer's Convenience) shall apply.

TERMINATION FOR CONTRACTOR’S DEFAULT. 16.1.1 In addition to the other termination events specified in this Contract, the Authority shall have the right to terminate this Contract in relation to the Scope of Project of the Contractor, if unless the default has occurred as a result of any breach of this Contract by the Authority or due to Force Majeure, the Contractor: (a) Owner may terminate this Contract, subject fails to paragraph (f) below, upon service of written notice of default to Contractor at any time after submit or replenish the occurrence of any of the following: (1) failure to achieve Acceptance for all Cities on or before the Acceptance Date, as such date may be adjusted Performance Security/Performance Guarantee in accordance with the Contract; orterms of this Contract or does not comply with any notice of the Authority to make good any failure under the Contract with the date specified in such notice; (2b) as provided in Article 25 (Default and Correction Plan); orabandons any Works or services forming part of its Scope of Project or otherwise plainly demonstrates the intention not to continue performance of its obligations under the Contract; (3c) except without reasonable excuse fails to proceed with any Works or services forming part of its Scope of Project in accordance with the terms of the Contract; (d) the Contractor does not achieve the latest outstanding Project Milestone due in accordance with the provisions of Programme Schedule and in accordance with the terms of Contract; (e) the Animal House Completion Date and Greenhouse Completion Date does not occur within the specified period or any extension thereof; (f) the Contractor fails to rectify any Defect, the non-rectification of which shall have a Material Adverse Effect on the Project, within the time specified in this Contract or as otherwise provided directed by the Authority; (g) subcontracts the whole of the Works forming part of its Scope of Project, assigns or purports to assign its obligations under the Contract without the required agreement or consent of the Authority or in Article 25.2 contravention of the terms of this Contract; (Failure to Achieve Key Task), Contractor commits a h) is in material breach of any of its duties or obligations hereunder andunder this Contract; (Ai) except the Contractor creates any Encumbrance in breach of this Contract; (j) any representation or warranty of the Contractor herein contained which is, as provided of the date hereof, found to be materially false or the Contractor is at any time hereafter found to be in breach thereof; (Bk) belowthe Contractor has failed to fulfil any obligation, for which failure termination has been specified in this Contract; (l) the Contractor fails has failed to cure such breach make any payment to the Authority within thirty the period specified in this Contract; (30m) Calendar Days of the Contractor submits to the Authority any statement, notice thereofor other document, in written or electronic form, which has a material effect on the Authority’s rights, obligations or interests and which is false in material particulars; or (Bn) becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against it, compounds with respect its creditors, or carries on business under a receiver, trustee or manager for the benefit of its creditors, or if any act is done or event occurs which (under Applicable Laws) has a similar effect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days any of these acts or events. 16.1.2 If any of the events or circumstances mentioned in Clause 16.1.1 above has been caused by reasons solely attributable to the Contractor, the Authority may by giving written notice thereof, to the Contractor require it to cause rectification of the default. If the Contractor fails to proceed promptly and diligently rectify such default within the next 30 (thirty) days from the date on which the notice is delivered by the Authority to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail asking the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails latter to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed default specified in such plan; or notice (C“Cure Period”) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("Insolvency Law"); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving extended period as may be agreed between the Authority and the Contractor, the Authority can terminate the Contract with immediate effect by giving a case or proceeding under any Insolvency Law has been entered; or notice in terms of this clause 16.1.2 and expel the Contractor has made a general assignment for from the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner of the unauthorized purported assignment or transferSite. (b) In the event Owner terminates this Contract pursuant to paragraph (a), (i) Owner shall be entitled to have the Work completed by another party or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess 16.1.3 The termination of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as or part of the effective date Contract vis-à-vis the Scope of termination, with the payment equal to a percentage Project of the applicable Milestone Payment that is equal to that percentage of Work, as determined Contractor) by the Parties, actually completed on Authority shall not prejudice any other rights of the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Authority against the Contractor under the Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitor otherwise. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner may terminate this Contract, subject to paragraph (f) below, upon service of written notice of default to Contractor If at any time Contractor has failed to make adequate progress toward the completion of the ORION-Z Spacecraft, including where such failure is due to the unlaunched ORION-Z Spacecraft or any component being damaged or destroyed where such damage or destruction does not constitute an Excusable Delay, such that Contractor will not be able to Deliver the ORION-Z Spacecraft within ninety (90) days after the occurrence of any ORION-Z Spacecraft Delivery Date set forth in Article 6 (Delivery) (as such date may have been modified in accordance with the Contract), then ORION shall be entitled to deliver to Contractor a demand ("Demand") for correction of the followingfailure within thirty (30) days after ORION learns of such failure. Such Demand shall state full details of the failure. Within ten (10) days after receipt of the Demand, or such longer time as the Parties agree, Contractor shall submit to ORION a Correction Plan for achieving Final Acceptance of the ORION-Z Spacecraft not later than one hundred and eighty (180) days after the ORION-Z Spacecraft Delivery Date as specified in Article 6 (Delivery), provided that no Correction Plan shall ever result in a change to a Delivery Date, unless the Parties agree in accordance with Article 28.4 (Amendments). If the Correction Plan does not reasonably correct or offset the effect of the failure so as to demonstrate that Final Acceptance can be achieved not later than one hundred and eighty (180) days after the ORION-Z Spacecraft Delivery Date (as such date may have been modified in accordance with the Contract), ORION may reject the Correction Plan within thirty (30) days after receipt, in which case the Parties shall negotiate in good faith to develop a Correction Plan that will be satisfactory to both Parties. If ORION does not reject the Correction Plan within thirty (30) days after receipt, the Contract shall be deemed modified in accordance with the Correction Plan and the failure shall be deemed cured so long as Contractor complies with the terms of such Correction Plan. (b) If Contractor refuses or fails to observe or perform any material duty or obligation in the Contract, except those obligations of Contractor for which particular remedies are specified elsewhere in the Contract as being exclusive, then ORION shall be entitled to deliver to Contractor a Demand that it correct the breach within thirty (30) days. Such Demand shall state full details of the breach. Within ten (10) days after receipt of the Demand, or such longer time as the Parties agree, Contractor shall submit to ORION a Correction Plan. If the Correction Plan does not reasonably correct or offset the effect of the breach in a timely manner, ORION may reject the Correction Plan within thirty (30) days after receipt, in which case the Parties shall negotiate in good faith to develop a Correction Plan that will be satisfactory to both Parties. If ORION does not reject the Correction Plan within thirty (30) days after receipt, the Contract shall be deemed modified in accordance with the Correction Plan and the breach shall be deemed cured so long as Contractor complies with the terms of such Correction Plan. (c) ORION may, upon written notice to Contractor, terminate immediately for cause all or any portion of the Contract if: (1) Contractor does not submit a Correction Plan to ORION within ten (10) days after receipt of a Demand, or the Parties cannot develop a Correction Plan that reasonably corrects or offsets the effects of the failure or breach or that is otherwise satisfactory to achieve Acceptance for all Cities on or before both ORION and Contractor within twenty (20) days after ORION's rejection of the Acceptance Date, as such date may be adjusted in accordance with the ContractCorrection Plan; or (2) as provided Contractor fails to Deliver in orbit the ORION-Z Spacecraft within one hundred and eighty (180) days after the ORION-Z Spacecraft Delivery Date set forth in Article 25 6 (Default and Correction PlanDelivery) (as such date may have been modified in accordance with the Contract); or (3) except as otherwise provided in Article 25.2 Contractor (Failure to Achieve Key Task)i) files for bankruptcy, Contractor commits a material breach (ii) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of receiver or similar officer for it, (iii) makes an assignment for the benefit of all or substantially all of its duties creditors; or obligations hereunder and (Aiv) except as provided in (B) belowenters into an agreement for the composition, Contractor fails to cure such breach within thirty (30) Calendar Days extension, or readjustment of notice thereof; or (B) with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days substantially all of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breachits obligations; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcyresorted to fraudulent, insolvency, reorganization, adjustment of debt, relief of debtors, corrupt or similar law ("Insolvency Law"); unlawful practices in connection with its securing or any involuntary proceeding commences against Contractor under an Insolvency Law and implementing the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for reliefContract; or (5) Contractor has purported to assign breaches its obligations under Article 28.14 (Improper Payments, Kickbacks, Gifts and Gratuities) or transfer this Contract in violation of the provisions of Article 28.1 28.15 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner of the unauthorized purported assignment or transferCompliance with Applicable Laws). (bd) In no event may ORION terminate the Contract with respect to the ORION-Z Spacecraft after Intentional Ignition. (e) In the event Owner ORION terminates the Contract in whole or in part as provided in this Article 17.2, then: (1) ORION may require Contractor to transfer to ORION, in the manner and to the extent directed by ORION and at the expense of Contractor, title to and possession of any items comprising all or any part of the Work terminated (including, without limitation, all Work in progress and all inventories allocated to the Contract). The transfer to ORION of Work in progress and inventories allocated to the Contract pursuant to paragraph not associated with a Payment Milestone that has been Successfully Completed, Conducted or Delivered (a), (ias defined in Article 5) Owner shall be entitled contingent upon Contractor being paid an amount mutually agreed upon by the Parties for such Work in progress and inventories allocated to have the Work Contract, which amount shall in no event exceed Contractor's reasonable actual cost incurred therefor. ORION also may cause the ORION-Z Spacecraft to be completed by another party or parties party, and as damages (in addition to any applicable liquidated damages for delay levied pursuant to Article 6.2 up to the date of termination) may charge Contractor shall be liable to Owner for damages resulting from any actual and reasonable increased cost for such termination, including any reasonable re-procurement costs and costs of "cover" completion incurred in connection therewith in excess of the Contract SumPrice; provided that Contractor's liability for such additional damages shall not exceed [ ] * [ ], such damages as may be adjusted under Article 28.4 * (without regard to be actually incurred and invoiced any payments made to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination). The amount payable by Contractor shall be verified at Contractor's request and expense by an internationally recognized firm of accountants appointed by Contractor for that purpose subject to approval of ORION, (B) all unpaid for Work-in-progress on any Milestone that has such approval not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be unreasonably withheld or delayed. A demand for any such excess costs must be made hereunder. Nothing contained in this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefit. within one (c1) Each Party shall submit an invoice to the other Party for amounts due year after termination under this Article 26.2 (Termination for Contractor's Default) 17.2 and must be paid within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days days after receipt of such verification. Contractor's right to verification shall be without prejudice to the rights of either Party under Article 16 (Dispute Resolution). The report issued by the accountants may be used by either Party during any arbitration proceeding, but the report shall not be binding on the arbitrator(s). By notice in writing received by ORION no later than sixty (60) days after receipt of ORION's invoice pursuant to this Article 17.2, Contractor may dispute the amount of said invoice. The In the event Contractor does not so notify ORION that it disputes ORION's invoice, Contractor shall be deemed to have accepted said invoice; or (2) ORION shall return or dispose of any or all Work in progress (as requested by Contractor) and Contractor shall pay ORION (i) all amounts payable previously paid by a Party ORION to Contractor, (ii) as damages, direct reasonable re-procurement costs in excess of the Contract Price, such damages not to exceed [ ] (as may be * adjusted under Article 28.4), and (iii) all applicable liquidated damages for delay levied pursuant to Article 6.2 up to the date of termination. Title to the Work in progress shall vest or remain vested in Contractor. 49 (f) If, after termination of the Contract under this Article 26.2 17.2, it is determined by mutual agreement of the Parties or in accordance with Article 16.2 (Termination for Contractor's DefaultArbitration) that Contractor was not in default under the provisions of this Article 17.2 or that the default was excusable under Article 6.2 (Excusable Delay), Contractor shall be verified at entitled to its direct damages caused by the wrongful default termination. Payment shall be made within 30 days of ORION's receipt of an invoice for such Party's request and expense by adamages with reasonable supporting evidence.

TERMINATION FOR CONTRACTOR’S DEFAULT. 16.1.1 In addition to the other termination events specified in this Contract, the Authority shall have the right to terminate this Contract in relation to the Scope of Project of the Contractor, if unless the default has occurred as a result of any breach of this Contract by the Authority or due to Force Majeure, the Contractor: (a) Owner may terminate this Contract, subject fails to paragraph (f) below, upon service of written notice of default to Contractor at any time after submit or replenish the occurrence of any of the following: (1) failure to achieve Acceptance for all Cities on or before the Acceptance Date, as such date may be adjusted Performance Security / Performance Guarantee in accordance with the Contract; orterms of this Contract or does not comply with any notice of the Authority to make good any failure under the Contract with the date specified in such notice; (2b) as provided in Article 25 (Default and Correction Plan); orabandons any Works or services forming part of its Scope of Project or otherwise plainly demonstrates the intention not to continue performance of its obligations under the Contract; (3c) except without reasonable excuse fails to proceed with any Works or services forming part of its Scope of Project in accordance with the terms of the Contract; (d) the Contractor does not achieve the latest outstanding Project Milestone due in accordance with the provisions of Programme Schedule and in accordance with the terms of Contract; (e) the Completion Date does not occur within the specified period or any extension thereof; (f) the Contractor fails to rectify any Defect, the non-rectification of which shall have a Material Adverse Effect on the Project, within the time specified in this Contract or as otherwise provided directed by the Authority; (g) subcontracts the whole of the Works forming part of its Scope of Project, assigns or purports to assign its obligations under the Contract without the required agreement or consent of the Authority or in Article 25.2 contravention of the terms of this Contract; (Failure to Achieve Key Task), Contractor commits a h) is in material breach of any of its duties or obligations hereunder andunder this Contract; (Ai) except the Contractor has failed to fulfil any obligation, for which failure termination has been specified in this Contract; (j) any representation or warranty of the Contractor herein contained which is, as provided of the date hereof, found to be materially false or the Contractor is at any time hereafter found to be in breach thereof; (Bk) below, the Contractor fails to cure such breach within thirty (30) Calendar Days issues a termination notice in violation of notice thereofthis Contract; or (Bl) becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against it, compounds with respect its creditors, or carries on business under a receiver, trustee or manager for the benefit of its creditors, or if any act is done or event occurs which (under Applicable Laws) has a similar effect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days any of these acts or events. 16.1.2 If any of the events or circumstances mentioned in Clause 16.1.1 above has been caused by reasons solely attributable to the Contractor, the Authority may by giving written notice thereof, to the Contractor require it to cause rectification of the default. If the Contractor fails to proceed promptly and diligently rectify such default within the next 30 (thirty) days from the date on which the notice is delivered by the Authority to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail asking the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails latter to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed default specified in such plan; or notice (C“Cure Period”) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("Insolvency Law"); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or extended period as may be agreed between the Authority and the Contractor, the Authority can terminate the Contract with immediate effect and expel the Contractor has made a general assignment for from the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner of the unauthorized purported assignment or transferSite. (b) In the event Owner terminates this Contract pursuant to paragraph (a), (i) Owner shall be entitled to have the Work completed by another party or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess 16.1.3 The termination of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as or part of the effective date Contract vis-à-vis the Scope of termination, with the payment equal to a percentage Project of the applicable Milestone Payment that is equal to that percentage of Work, as determined Contractor) by the Parties, actually completed on Authority shall not prejudice any other rights of the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Authority against the Contractor under the Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitor otherwise. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner Customer may terminate this Contract, subject to paragraph (f) belowin whole or in part, upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure Subject to achieve Acceptance any schedule adjustments pursuant to Article 11 (Excusable Delay), Contractor fails to meet the following program Milestone events: (i) Conduct Spacecraft Preliminary Design Review (PDR) by [***]; (ii) Conduct Spacecraft Critical Design Review (CDR) by [***]; (iii) Mate Bus and Payload Module for all Cities the first Satellite by [***]; (iv) first Spacecraft Available for Shipment to Launch site by [***]; (v) Mate Bus and Payload Module for the second Satellite by [***]; (vi) second Spacecraft Available for Shipment to Launch site by [***]; (vii) Mate Bus and Payload Module for the Ground Spare Satellite by [***]; or (viii) Ground Spare Satellite Available for Shipment to Launch Site by [***]. (2) A Satellite has not been Delivered on or before the Acceptance Date, applicable Delivery Date (as such date may be adjusted extended in accordance with this Contract) and all applicable liquidated damages for late delivery that may accrue to Customer's benefit for the Contract; or late delivery of said Satellite have been exhausted in accordance with Article 10 (2) as provided in Article 25 (Default and Correction PlanLiquidated Damages for Late Delivery); or; (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task)If, Contractor commits a material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereof; or (B) with respect to a breach that cannot the first Satellite, at [***], the Launch Agency has failed to establish the Launch Slot to begin no later than [***], or if, with due diligence be cured within thirty (30) Calendar Days notice thereofrespect to the second Satellite, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within at ARP plus ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail months, the reason such breach cannot be cured in such thirty (30) Calendar-Day period Launch Agency has failed to establish the Launch Slot to begin no later than [***]; 110 ***** Certain information on this page has been omitted and setting forth a Correction Plan filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; oromitted portions. (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("Insolvency Law"); or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 34.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner Customer of the unauthorized purported assignment or transfer. (b) In the event Owner Customer terminates this Contract pursuant to paragraph (a), (i) Owner Customer shall be entitled to, subject to have the Work completed by another party or parties paragraph (d) below, refund of all payments previously made to Contractor in cash under this Contract and Contractor shall be liable payment of any liquidated damages for delay levied pursuant to Owner Article 10 (Liquidated Damages for damages resulting from such terminationLate Delivery) and, including any as damages, direct reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess of the Contract SumPrice, such damages re-procurement costs to be actually incurred and invoiced to Contractor in reasonable detail, detail and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with [***]; provided, however, if Customer terminates this Contract through the effective date of terminationpursuant to paragraph (a)(2) above for late delivery and such late delivery is caused by unexcused delay under Article 10.3 (Termination for Unexcused Delay) on which liquidated damages have been levied, (B) all unpaid for WorkCustomer shall not be entitled to such re-in-progress on any Milestone that has not been completed as of the effective date of termination, with the payment equal to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitprocurement costs. (c) Each Party Upon Contractor's completion of all payments under paragraph (b) above, Contractor shall be entitled to retain title to any and all Work, Work-in-progress, parts or other material, inventories and any associated warranties, and any subcontracted items Contractor has specifically produced, acquired, or entered into in accordance with this Contract. Until Contractor has paid to Customer the payments required under paragraph (b) above, Customer shall have an interest in the Work, subject to Article 5.7 (Security Interest). (d) Customer shall submit an invoice to Contractor for the other Party for amounts due payable under this Article 26.2 paragraph (Termination for b) no later than one (1) year after the termination date. The amounts payable by Contractor under paragraph (b) above shall be verified at Contractor's Default) within request and expense by an internationally recognized firm of accountants appointed by Contractor for that purpose subject 111 to approval of Customer. Contractor's right to verification shall be without prejudice to the rights of either Party under Article 27 (Dispute Resolution). The report issued by the accountants may be used by either Party during any arbitration proceedings, but the report shall not be binding on the arbitral tribunal. By notice in writing received by Customer no later than sixty (60) Calendar Days after receipt of Customer's invoice pursuant to paragraph (b), Contractor may dispute the termination dateamount of said invoice. In the event Contractor does not so notify Customer that it disputes Customer's invoice, which invoice shall state the amounts due from such other Party. Each such invoice Contractor shall be deemed to have accepted by the Party receiving said invoice. Customer shall be entitled to payment of such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice amount within fifteen (15) Business Calendar Days after Contractor's receipt of such invoice. The amounts payable by a Party under invoice or, in the event of dispute, ten (10) Calendar Days after the resolution of such dispute. (e) Notwithstanding any other provision of this Article 26.2 32 (Termination), a termination for Contractor's default shall not relieve the Parties of their obligations with respect to any Launched Satellite and there will be no right of termination for default with respect to a Launched Satellite. (f) In the event Customer terminates this Contract as provided in paragraph (a), Contractor, if requested in writing by Customer, shall assign to Customer or its designee, such Subcontracts as requested by Customer, to the extent permitted by such Subcontracts. (g) If, after termination of this Contract under the provisions of paragraph (a), it is determined by arbitration, pursuant to Article 27 (Dispute Resolution), or admitted in writing by Customer, that Contractor was not in default under the provisions of paragraph (a), or that any delay giving rise to the default was excusable under the provisions of Article 11 (Excusable Delay), such termination shall be considered a Termination for Convenience by Customer and the provisions of Article 32.1 (Termination for Customer's Convenience) shall apply. (h) Contractor's compliance with this Article 32.2 (Termination for Contractor's Default) shall be verified at such Partyconstitute Customer's request sole and expense by aexclusive remedy in the event of a termination for Contractor's default.

TERMINATION FOR CONTRACTOR’S DEFAULT. (a) Owner Customer may terminate this Contract, subject to paragraph (f) belowin whole or in part, upon service of written notice of default to Contractor at any time after the occurrence of any of the following: (1) failure Subject to achieve Acceptance any schedule adjustments pursuant to Article 11 (Excusable Delay), Contractor fails to meet the following program Milestone events: (i) Conduct Spacecraft Preliminary Design Review (PDR) by [*****]; (ii) Conduct Spacecraft Critical Design Review (CDR) by [*****]; (iii) Mate Bus and Payload Module for all Cities the first Satellite by [*****]; (iv) first Spacecraft Available for Shipment to Launch site by [*****]; (v) Mate Bus and Payload Module for the second Satellite by [*****]; or (vi) second Spacecraft Available for Shipment to Launch site by [*****]. (2) A Satellite has not been Delivered on or before the Acceptance Date, applicable Delivery Date (as such date may be adjusted extended in accordance with this Contract) and all applicable liquidated damages for late delivery that may accrue to Customer's benefit for the Contract; or late delivery of said Satellite have been exhausted in accordance with Article 10 (2) as provided in Article 25 (Default and Correction PlanLiquidated Damages for Late Delivery); or; (3) except as otherwise provided in Article 25.2 (Failure to Achieve Key Task)If, Contractor commits a material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereof; or (B) with respect to a breach that cannot the first Satellite, at [*****], the Launch Agency has failed to establish the Launch Slot to begin no later than [*****], or if, with due diligence be cured within thirty (30) Calendar Days notice thereofrespect to the second Satellite, Contractor fails at [*****], the Launch Agency has failed to proceed promptly and diligently establish the Launch Slot to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; orbegin no later than [*****]; (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtors, or similar law ("Insolvency Law"); or any involuntary proceeding commences against Contractor under an Insolvency Law and ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment for the benefit of creditors or becomes unable to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume or reject this Contract within forty-five (45) Calendar Days after the entry of any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions of Article 28.1 34.1 (Assignment) and Contractor fails to cure such unauthorized purported assignment or transfer within thirty (30) Calendar Days after receiving written notice from Owner Customer of the unauthorized purported assignment or transfer. (b) In the event Owner Customer terminates this Contract pursuant to paragraph (a), (i) Owner Customer shall be entitled to, subject to have the Work completed by another party or parties paragraph (d) below, refund of all payments previously made to Contractor in cash under this Contract and Contractor shall be liable payment of any liquidated damages for delay levied pursuant to Owner Article 10 (Liquidated Damages for damages resulting from such terminationLate Delivery) and, including any as damages, direct reasonable re-re- procurement costs and costs of "cover" incurred in connection therewith in excess of the Contract SumPrice, such damages re-procurement costs to be actually incurred and invoiced to Contractor in reasonable detail, detail and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with [*****]; provided, however, if Customer terminates this Contract through the effective date of terminationpursuant to paragraph (a)(2) above for late delivery and such late delivery is caused by unexcused delay under Article 10.3 (Termination for Unexcused Delay) on which liquidated damages have been levied, (B) all unpaid for Work-in-progress on any Milestone that has Customer shall not been completed as of the effective date of termination, with the payment equal be entitled to a percentage of the applicable Milestone Payment that is equal to that percentage of Work, as determined by the Parties, actually completed on the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitre- procurement costs. (c) Each Party Upon Contractor's completion of all payments under paragraph (b) above, Contractor shall be entitled to retain title to any and all Work, Work-in- progress, parts or other material, inventories and any associated warranties, and any subcontracted items Contractor has specifically produced, acquired, or entered into in accordance with this Contract. Until Contractor has paid to Customer the payments required under paragraph (b) above, Customer shall have an interest in the Work, subject to Article 5.7 (Security Interest). (d) Customer shall submit an invoice to Contractor for the other Party for amounts due payable under this Article 26.2 paragraph (Termination for Contractor's Defaultb) within sixty no later than one (601) Calendar Days year after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party Contractor under this Article 26.2 paragraph (Termination for Contractor's Defaultb) above shall be verified at such PartyContractor's request and expense by aan internationally recognized firm of accountants appointed by Contractor for that purpose subject to approval of Customer. Contractor's right to verification shall be without prejudice to the

TERMINATION FOR CONTRACTOR’S DEFAULT. 16.1.1 In addition to the other termination events specified in this Contract, the Authority shall have the right to terminate this Contract in relation to the Scope of Project of the Contractor, if the Contractor: (a) Owner may terminate this Contract, subject fails to paragraph (f) below, upon service of written notice of default to Contractor at any time after submit the occurrence of any of the following: (1) failure to achieve Acceptance for all Cities on or before the Acceptance Date, as such date may be adjusted Advance Guarantee/ Performance Guarantee/ Performance Security in accordance with the Contract; orterms of the Contract or does not comply with any notice of the Authority to make good any failure under the Contract with the date specified in such notice; (2b) as provided in Article 25 (Default and Correction Plan); orabandons any works or services forming part of its Scope of Project or otherwise plainly demonstrates the intention not to continue performance of its obligations under the Contract; (3c) except as otherwise provided without reasonable excuse fails to proceed with any works or services forming part of its Scope of Project in Article 25.2 accordance with the terms of the Contract; (Failure d) subcontracts the whole of the Works forming part of its Scope of Project, assigns or purports to Achieve Key Task), Contractor commits a assign its obligations under the Contract without the required agreement or consent of the Authority or in contravention of the terms of this Contract; (e) is in material breach of any of its duties or obligations hereunder and (A) except as provided in (B) below, Contractor fails to cure such breach within thirty (30) Calendar Days of notice thereofunder this Contract; or (Bf) becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against it, compounds with respect to a breach that cannot with due diligence be cured within thirty (30) Calendar Days notice thereof, Contractor fails to proceed promptly and diligently to correct the breach (in which case Contractor shall notify Owner, in writing, within ten (10) Calendar Days of receipt of notice of breach describing in reasonable detail the reason such breach cannot be cured in such thirty (30) Calendar-Day period and setting forth a Correction Plan to cure such breach) or fails to cure the breach within sixty (60) Calendar Days of notice of breach or as otherwise agreed in such plan; or (C) the breach is not subject to cure with due diligence within sixty (60) Calendar Days notice of the breach; or (4) Contractor commences a voluntary proceeding concerning itself under any applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of debtorsits creditors, or similar law ("Insolvency Law"); carries on business under a receiver, trustee or any involuntary proceeding commences against Contractor under an Insolvency Law and the petition has not been dismissed within ninety (90) Calendar Days after commencement of the proceeding; or a receiver or custodian is appointed for or takes charge of all or a substantial portion of the property of Contractor and such custodian or receiver has not been dismissed or discharged within sixty (60) Calendar Days; or Contractor has taken action toward the winding-up, dissolution, or liquidation of Contractor or its business; or Contractor has been adjudicated insolvent or bankrupt or an order for relief or any other order approving a case or proceeding under any Insolvency Law has been entered; or Contractor has made a general assignment manager for the benefit of creditors its creditors, or becomes unable if any act is done or event occurs which (under Applicable Laws) has a similar effect to pay its debts generally as they become due. Should Contractor become a debtor in any bankruptcy proceeding, Contractor shall move to assume of these acts or reject this Contract within forty-five (45) Calendar Days after the entry of events. 16.1.2 If any order for relief; or (5) Contractor has purported to assign or transfer this Contract in violation of the provisions events or circumstances mentioned in Clause 16.1.1 above has been caused by reasons solely attributable to the Contractor, the Authority may by giving 14 (fourteen) days’ written notice to the Contractor require it to cause rectification of Article 28.1 (Assignment) the default, and if the Contractor fails to cure rectify such unauthorized purported assignment default require within the next 30 (thirty) days (“Cure Period”). In the event, the Contractor is unable to rectify the said default within the Cure Period or transfer within thirty (30) Calendar Days after receiving written any other extended period as may be agreed between the Authority and the Contractor, the Authority can terminate the Contract with immediate effect by giving a notice in terms of this Clause 16.1.2 and expel the Contractor from Owner of the unauthorized purported assignment or transferSite. (b) In the event Owner terminates this Contract pursuant to paragraph (a), (i) Owner shall be entitled to have the Work completed by another party or parties and Contractor shall be liable to Owner for damages resulting from such termination, including any reasonable re-procurement costs and costs of "cover" incurred in connection therewith in excess 16.1.3 The termination of the Contract Sum, such damages to be actually incurred and invoiced to Contractor in reasonable detail, and for all liquidated damages then due pursuant to Article 7.2 (Liquidated Damages), the aggregate of all the foregoing damages not to exceed Twenty-Five Million Dollars($25,000,000) and (ii) Owner shall be liable to Contractor for (A) unpaid amounts invoiced hereunder for Milestones completed in accordance with this Contract through the effective date of termination, (B) all unpaid for Work-in-progress on any Milestone that has not been completed as or part of the effective date Contract vis-à-vis the Scope of termination, with the payment equal to a percentage Project of the applicable Milestone Payment that is equal to that percentage of Work, as determined Contractor) by the Parties, actually completed on Authority shall not prejudice any other rights of the applicable Milestone, and (C) interest on any payment not made when required to be made hereunder. Nothing contained in this Authority against the Contractor under the Contract shall be construed so as to obligate Owner to exercise such right to terminate for Contractor's benefitor otherwise. (c) Each Party shall submit an invoice to the other Party for amounts due under this Article 26.2 (Termination for Contractor's Default) within sixty (60) Calendar Days after the termination date, which invoice shall state the amounts due from such other Party. Each such invoice shall be deemed accepted by the Party receiving such invoice, unless written notice disputing such invoice is provided to the Party furnishing the invoice within fifteen (15) Business Days after receipt of such invoice. The amounts payable by a Party under this Article 26.2 (Termination for Contractor's Default) shall be verified at such Party's request and expense by a