COMMON STOCK PURCHASE WARRANT BLACKSKY TECHNOLOGY INC.BlackSky Technology Inc. • March 10th, 2023 • Radio & tv broadcasting & communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 8, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 8, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BlackSky Technology Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Company Class A Common Stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2023 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 6, 2023, between BlackSky Technology Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2019 • Osprey Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2019, is made and entered into by and among Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”) and Osprey Sponsor II, LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder,” and collectively, the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2023 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 6, 2023, between BlackSky Technology Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENT between OSPREY TECHNOLOGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 5th, 2019 • Osprey Technology Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 31, 2019, is by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 5th, 2019 • Osprey Technology Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 31, 2019 by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
27,500,000 Units Osprey Technology Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2019 • Osprey Technology Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 5th, 2019 • Osprey Technology Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of October 31, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), and Osprey Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 23rd, 2019 • Osprey Technology Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2019, by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
BLACKSKY TECHNOLOGY INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • December 20th, 2021 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment • Delaware
Unless otherwise defined herein, the terms defined in the BlackSky Technology Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
BLACKSKY TECHNOLOGY INC. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • December 20th, 2021 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment • Delaware
Unless otherwise defined herein, the terms defined in the Blacksky Technology Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Osprey Technology Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, by and among Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), Osprey Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and each of the Persons listed on Schedule A hereto, together with any of such Persons’ permitted transferees that have been assigned such Persons’ rights in accordance with the terms of this Agreement, including the Sponsor Members (each, a “Holder” and collectively, the “Holders”).
BLACKSKY TECHNOLOGY INC. RESTRICTED STOCK AWARD AGREEMENT NOTICE OF RESTRICTED STOCK GRANTRestricted Stock Award Agreement • December 20th, 2021 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment • Delaware
Unless otherwise defined herein, the terms defined in the BlackSky Technology Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
AGREEMENT AND PLAN OF MERGER dated as of February 17, 2021 by and among OSPREY TECHNOLOGY ACQUISITION CORP., OSPREY TECHNOLOGY MERGER SUB, INC., and BLACKSKY HOLDINGS, INC.Agreement and Plan of Merger • February 22nd, 2021 • Osprey Technology Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of February 17, 2021, is entered into by and among Osprey Technology Acquisition Corp., a Delaware corporation (“Acquiror”), Osprey Technology Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and BlackSky Holdings, Inc., a Delaware corporation (the “Company”). Each of Acquiror, the Company and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Except as otherwise indicated, capitalized terms used shall have the meanings set forth in Article I of this Agreement.
Tenant: BlackSky Holdings, Inc. Premises: 2411 Dulles Corner Park, Suite 300 Office Lease LEASE THIS LEASE (“Lease”) is entered into as of ________________, between 2411 DULLES CORNER METRO OWNER LLC, a Delaware limited liability company (“Landlord”),...BlackSky Technology Inc. • March 20th, 2024 • Radio & tv broadcasting & communications equipment
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2021 • Osprey Technology Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 17, 2021, by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 1st, 2021 • Osprey Technology Acquisition Corp. • Radio & tv broadcasting & communications equipment
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 31, 2021, by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
BLACKSKY TECHNOLOGY INC. 10,000,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting AgreementBlackSky Technology Inc. • September 25th, 2024 • Radio & tv broadcasting & communications equipment • New York
BlackSky Technology Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 10,000,000 shares (the “Underwritten Shares”) of Class A common stock, par value $0.0001 per share (“Common Stock”), of the Company and, at the option of the Underwriters, up to an additional 1,500,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
LETTER AGREEMENTLetter Agreement • November 5th, 2019 • Osprey Technology Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registr
August 18, 2021 Brian O’Toole Via email Dear Brian, As you know, BlackSky Holdings, Inc. (“BlackSky” or the “Company”) has entered into a merger agreement with Osprey Technology Acquisition Corp. (“Osprey”) under which the two companies would combine...Osprey Technology Acquisition Corp. • August 18th, 2021 • Radio & tv broadcasting & communications equipment
In consideration of the promises and mutual covenants herein and for other good and valuable consideration, you and BlackSky have agreed to modify your current terms of employment in the manner set forth in this confirmatory employment letter (“Letter”). This Letter is effective as of the date first set forth above (the “Effective Date”) and replaces in its entirety that certain Executive Employment Agreement entered into as of January 3, 2019 (the “Executive Agreement”), between you and BlackSky (f/k/a Spaceflight Industries, Inc.).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Executive Employment Agreement • June 28th, 2021 • Osprey Technology Acquisition Corp. • Radio & tv broadcasting & communications equipment • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 18, 2019 (the “Effective Date”) between Spaceflight Industries, Inc., a Delaware corporation (the “Company”) and Brian Daum (“Executive”) (collectively referred to as the “Parties” or each individually referred to as a “Party”).
BLACKSKY HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • March 4th, 2022 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment • Delaware
Unless otherwise defined herein, the terms defined in the BlackSky Holdings, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
OSPREY TECHNOLOGY ACQUISITION CORP.Osprey Technology Acquisition Corp. • November 5th, 2019 • Blank checks • Pennsylvania
This letter agreement by and between Osprey Technology Acquisition Corp. (the “Company”) and Osprey Sponsor II, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF SUPPORT AGREEMENT1Support Agreement • February 22nd, 2021 • Osprey Technology Acquisition Corp. • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2021, by and among Osprey Technology Acquisition Corp., a Delaware corporation (“Acquiror”), Osprey Technology Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), BlackSky Holdings, Inc., a Delaware corporation (the “Company”), and the stockholder of the Company set forth on the signature page here (the “Stockholder”). Capitalized terms used but not defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Osprey Technology Acquisition Corp. • June 28th, 2021 • Radio & tv broadcasting & communications equipment
This Amendment No. 2 (“Second Amendment”) to the Satellite Program Contract dated March 7, 2018, as amended February 20, 2019 (“First Amendment”, and collectively the “SPC”) is entered into this 27th day of May 2020 and is made by and between LeoStella LLC, a Delaware limited liability company (“Contractor”) with offices at 12501 East Marginal Way South, South Building, Tukwila, Washington 98168 and BlackSky Global LLC, a Delaware limited liability company (“Purchaser”) with offices at 1505 Westlake Avenue North, Suite 600, Seattle, Washington 98109. Contractor and Purchaser are referred to herein individually as a “Party” and collectively as the “Parties”. Any capitalized terms in this Second Amendment that are left undefined shall have that meaning ascribed to them in the SPC.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Executive Employment Agreement • June 28th, 2021 • Osprey Technology Acquisition Corp. • Radio & tv broadcasting & communications equipment • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 03, 2019 (the “Effective Date”) between Spaceflight Industries, Inc., a Delaware corporation (the “Company”) and Brian O’Toole (“Executive”) (collectively referred to as the “Parties” or each individually referred to as a “Party”).
DocuSign Envelope ID: A41D1E52-D264-47E4-9060-A92D758C10B1 1 of 9 157395.00802/128979940v.2 EXECUTION COPY SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Johan Broekhuysen (“Executive”) and...Separation Agreement And • August 10th, 2022 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment • Virginia
SATELLITE PROGRAM CONTRACT BETWEEN BLACKSKY GLOBAL LLC AND LEOSTELLA LLC FOR THE CONSTRUCTION OF THE BLACKSKY SATELLITE CONSTELLATION CONTRACT NUMBER SPCJV1Osprey Technology Acquisition Corp. • June 28th, 2021 • Radio & tv broadcasting & communications equipment • New York
This Satellite Program Contract dated as of the 12th day of March 2018 (this “Contract”), made between LeoStella LLC, a limited liability company organized under the laws of Delaware and having offices at c/o 1505 Westlake Ave North, Suite 600, Seattle, Washington 98109 (“Contractor”) and BlackSky Global LLC, a limited liability company organized under the laws of Delaware and having offices at 1505 Westlake Avenue North, Suite 600, Seattle, Washington 98109 (“Purchaser”). Contractor and Purchaser are referred to herein individually as a “Party” and collectively as the “Parties.”
BLACKSKY TECHNOLOGY INC. BLACKSKY HOLDINGS, INC. BLACKSKY GEOSPATIAL SOLUTIONS, INC. BLACKSKY GLOBAL LLC SFI IP HOLDCO, LLC BLACKSKY INTERNATIONAL LLC BUILDING 5 LLC STIFEL BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2024 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment • New York
DEED OF LEASE BETWEEN NORTHRIDGE OFFICE BUILDING LLC AND SPACEFLIGHT INDUSTRIES, INC. SUITE 300 NORTHRIDGE II AT WOODLAND PARK 13241 WOODLAND PARK ROAD HERNDON, VIRGINIABuilding Standards • October 25th, 2021 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment • Virginia
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • May 13th, 2021 • Osprey Technology Acquisition Corp. • Blank checks • New York
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) dated as of October 31, 2019 is by and between SPACEFLIGHT INDUSTRIES, INC., a Delaware corporation (the “Company”), and INTELSAT JACKSON HOLDINGS S.A., a Luxembourg corporation (“Intelsat”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Osprey Technology Acquisition Corp. • June 28th, 2021 • Radio & tv broadcasting & communications equipment
This Amendment No. 1 (“First Amendment”) to the Satellite Program Contract dated March 7, 2018 (the “SPC”) is entered into this 20th day of February 2019 and is made by and between LeoStella LLC, a Delaware limited liability company (“Contractor”) with offices at 12501 East Marginal Way South, South Building, Tukwila, Washington 98168 and BlackSky Global LLC, a Delaware limited liability company (“Purchaser”) with offices at 1505 Westlake Avenue North, Suite 600, Seattle, Washington 98109. Contractor and Purchaser are referred to herein individually as a “Party” and collectively as the “Parties”. Any capitalized terms in this First Amendment that are left undefined shall have that meaning ascribed to them in the SPC.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2023 • BlackSky Technology Inc. • Radio & tv broadcasting & communications equipment
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 9, 2023 (the “Second Amendment Effective Date”), by and among INTELSAT JACKSON HOLDINGS SA (“Intelsat”), as a lender, SEAHAWK SPV INVESTMENT LLC (“Seahawk”), as a lender, (such lenders referred to herein each, individually, as a “Consenting Lender” and, collectively, as the “Consenting Lenders”), Intelsat, as collateral agent for the Lenders (as defined below) (in its capacity as collateral agent, together with its successors and assigns in such capacity, the “Collateral Agent”), BLACKSKY TECHNOLOGY INC., a Delaware corporation (“Parent”), BLACKSKY INTERNATIONAL LLC, a Delaware limited liability company (“Blacksky International”), BLACKSKY HOLDINGS, INC., a Delaware corporation (“Blacksky Holdings”), BLACKSKY GLOBAL LLC, a Delaware limited liability company (“Blacksky Global”), BLACKSKY GEOSPATIAL SOLUTIONS, INC., a Delaware corporation (“Blacksky Geospatial”), BLACKSK
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2021 • Osprey Technology Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 17, 2021, by and between Osprey Technology Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 28th, 2021 • Osprey Technology Acquisition Corp. • Radio & tv broadcasting & communications equipment • Delaware
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of [•], 2019 by and among [BRAVO], a [•]3 (“Buyer”), Spaceflight, Inc., a Washington corporation (the “Company”), Spaceflight Industries. Inc., a Delaware corporation and the sole owner of the Company Shares (the “Seller”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
