THIS AGREEMENT for Real-Time Earth (this “Agreement”) is made and entered into as of this __ day of ____ 2021 (the “Effective Date”) by and between Viasat, Inc., a Delaware corporation with a place of business at 1725 Breckinridge Plaza, Duluth, Georgia 30096 of itself and its wholly-owned subsidiaries and affiliates jointly (“Viasat”) and xxx with a place of business at ______________(“Customer”). WHEREAS, Customer anticipates launching one or more satellites with global coverage (the “Coverage Area”). WHEREAS, Customer intends to provide earth imagery or remote sensing services in the Coverage Area, and in order to provide such services, Customer may require: (i) satellite ground station gateway equipment, (ii) telemetry, tracking and control services for its satellites; (iii) facilities, ground stations, data centres and civil works, and (iv) network operations and other services, including without limitation, long term operation, sustainment, program management, engineering services, integration, testing and training services. WHEREAS, Viasat desires to provide, and Customer desires to purchase from Viasat certain services to facilitate Customer’s ability to provide services in the Coverage Area. NOW THEREFORE, in consideration of the premises and the mutual promises hereinafter stated and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. PURCHASE AND SALE Subject to the terms and conditions of this Agreement, Viasat shall sell and provide, and Customer shall purchase and pay for, services as described in the attached exhibits (“Real-Time Earth”), which are incorporated herein and made a part of this Agreement: Exhibit A: Real-Time Earth (RTE) Ground Service Pricing 2. TERM Customer shall purchase the Real-Time Earth service from Viasat for the initial term noted in Exhibit A from the Effective Date (the “Initial Term”). After the Initial Term, the Parties may mutually agree to renew this Agreement for an additional term (a “Renewal Term”) based on the same duration as the Initial Term with pricing and terms to be negotiated between both parties. The Initial Term and Renewal Terms are collectively referred to herein as the “Term.” 3. PRICE AND PAYMENT 3.1 Customer shall pay for the Real-Time Earth service at the prices (the “Pricing”) set forth in Exhibit A, attached hereto. Viasat shall invoice Customer the monthly amount in arrears with payment due in accordance with Section 3.2. Pricing provided is based on acceptance of this Agreement. Pricing is also based on the following assumptions and is subject to change due to the following: (i) Right of use spectrum is subject to license fee changes from the regulatory body. (ii) This Agreement is based on the current regulatory landscape in each country where the satellite stations are located. Viasat reserves the right to unilaterally amend or change the terms and conditions in this Agreement (including Pricing) subject to changes in regulations in these countries. 3.2 Payment shall be made in U.S. dollars. Payment terms, subject to credit approval, are net thirty (30) days from the date of the invoice. Payments shall be made by means of electronic funds transfer on or before the payment due date to: Bank Name: Union Bank of California Address: 530 “B” Street, San Diego, CA 92101-4407 USA Routing Transit #: 122000496 Acct Name: Viasat, Inc. General Checking Account Acct #: 4000142625 Swift ID: BOFC US 33 MPK 3.3 Customer agrees to provide all necessary financial information required by Viasat from time to time in order to make a proper assessment of the creditworthiness of Customer. 3.4 Viasat shall submit its invoice(s) to the address designated in the Agreement to receive invoices. A service charge of 1.5% per month or the highest rate permitted by law (whichever is less) plus reasonable collection charges including attorneys' fees will be applied to all invoices not paid within thirty (30) days from the date of invoice. 3.5 Viasat reserves the right to suspend provision of any or all Real-Time Earth service until payment in accordance with this Agreement, including payment for Real-Time Earth service and all interest owed, is received by Viasat. In the event Customer is in a delinquent payment status with respect to any other contract with Viasat, Viasat may suspend performance under this Agreement until such time as Customer is no longer in such delinquent payment status. Viasat shall be entitled to offset against the amounts owed under this Agreement any sums owed by Viasat to Customer under any other contract with Viasat. 4. TAXES 4.1 Customer shall be financially responsible for, and agrees to pay, all Taxes (as defined below) imposed on, or otherwise related or attributable to, the Real-Time Earth service or amounts payable by Customer to Viasat pursuant to this Agreement, whether or not any such Taxes are actually charged or separately stated by Viasat. For purposes of this Section 4, the term “Tax” or “Taxes” shall mean all federal, state, local, foreign, tribal or provincial taxes, charges, fees, levies, imposts, tariffs, surcharges, or other assessments, including, without limitation, sales, use, transfer, gross receipts, excise, withholding, Universal Service Fund assessments or any similar charges or assessments, value added, goods and services, government fees on user terminals, and all assessments or replacing, any of the above, or other tax or governmental fee of any kind whatsoever imposed by any governmental authority, including any interest or penalties or additions thereto, whether disputed or not, provided, however, that the term Tax or Taxes shall not include any taxes imposed on Viasat’s net income. Viasat’s failure to collect and remit any Taxes required to be paid by Customer will not relieve Customer of its liability for such Taxes. 4.2 Customer shall provide Viasat with all applicable certificates of waiver, exemption, relief, or other reasonably satisfactory evidence of waiver, exemption or relief that may be required by any federal, state, local or foreign Tax authority pursuant to which Viasat would be relieved of its obligation to charge Customer Tax in connection with this Agreement. 5. PERMITS AND LICENSES 5.1 Customer shall obtain and maintain, at its own expense, all necessary local regulatory and legal authorizations, licenses, approvals, certifications and permits, governmental or otherwise, necessary for Customer and its employees and agents to use the Real-Time Earth service. It is the responsibility of the Customer to determine which regulations are applicable and fulfill them. 5.2 No license under patents (other than the limited license to use), or license in copyrights, trade secrets, or other intellectual property rights is granted by Viasat or shall be implied or arise by estoppel, with respect to any Real-Time Earth service offered under this Agreement. 6. WARRANTY Viasat makes no warranties other than the express warranties in this section and none shall be implied. There is no warranty of noninfringement, merchantability, or fitness for a particular purpose provided hereunder. 7. FORCE MAJEURE AND DELAYS Except for Customer’s obligation to make timely payments, no party hereto shall be liable for delay in performance or for non-performance caused by circumstances beyond the control of the party affected (“Force Majeure”), including for example but not limited to, acts of God, storm, fire, flood, earthquake, explosion, riot, act of a public enemy, acts of terrorism, disease outbreak, war, government action, including regulatory or licensing delays, accident, technical failure, labor trouble, acts or omissions of communications carriers, unauthorized use of the Managed Infrastructure Services, shortages, inability to obtain materials, equipment or transportation from suppliers or subcontractors when such inability is due to causes of Force Majeure on the part of the affected party’s suppliers or subcontractors; provided, however, that the party so affected notifies the other party in writing as soon as possible of the existence of such condition. In the event of delay due to any such condition, any performance obligation shall be adjusted equitably. 8. INDEMNIFICATION; LIMITATION OF LIABILITY 8.1 Customer shall indemnify and defend Viasat, its partners, directors, officers, employees and agents from and against any claim, action, damage, liability and expense arising out of or in connection with: claims for libel, slander, invasion of privacy or any claim based on the content of any transmission arising from any communication; claims arising from combining or using the Managed Infrastructure Service furnished by Viasat; or all other claims arising out of any act or omission of Customer. 8.2 Except for claims arising under Section 9 (Proprietary Information and Rights), under no circumstances shall Viasat or Customer be liable for any incidental, consequential, punitive or special damages of any nature whatsoever, including without limitation, lost profits, loss of information, loss of business, or cost of replacement services, however caused, whether for breach of warranty, breach of contract, repudiation of contract, or in tort, or otherwise, whether or not previously advised of the possibility of such damages. In no event shall Viasat’s total liability in connection with the performance of this Agreement exceed an amount equal to the amount paid by Customer to Viasat during the six (6) months immediately preceding the date on which Customer suffers any damages. This Section shall survive the termination of this Agreement. 9. PROPRIETARY INFORMATION AND RIGHTS 9.1 All patents, trademarks, trade names, copyrights and designs in relation to the Real-Time Earth service whether registered in any part of the Customer’s country or province or not shall be and remain the property of Viasat. Customer shall not claim any right or property therein or register or cause to be registered in any part of the world, any patent, trademark, trade name, copyright or design which is the property of Viasat. Viasat retains for itself all intellectual property and production rights in and to all designs, engineering details, software and other data pertaining to the Real-Time Earth service. Intellectual property includes, without limitation, patents, copyrights, trade and service marks, trade names, trade secrets, software and designs. Nothing herein in this Agreement shall be deemed to grant to Customer any right, title, license or interest in the word or name "Viasat" or in any other trademark, trade name, trade dress, or logo of Viasat. 9.2 Any information that is designated as “Proprietary” or “Confidential” and disclosed by Viasat to Customer incident to the performance of this Agreement is disclosed in confidence, and Customer shall not publish or otherwise disclose it to others without the prior written consent of Viasat (“Confidential Information”). Confidential Information includes all confidential or proprietary information in oral, written, graphic, electronic or other form including, but not limited to, past, present and future business, financial and commercial information, business concepts, prices and pricing methods, marketing and customer information, financial forecasts and projections, technical data and information, formulae, analyses, trade secrets, ideas, methods, processes, know-how, computer programs, products, equipment, product road maps, prototypes, samples, designs, data sheets, schematics, configurations, specifications, techniques, drawings, and any other data or information delivered by Viasat to Customer. If Confidential Information is disclosed in other than permanent form (for example verbally or visually) it shall be: (i) identified as proprietary or confidential prior to disclosure; or (ii) identified as confidential within ten (10) days of the initial disclosure in a written notice summarizing the nature of the disclosure. Customer understands that such Confidential Information has been developed at great expense and may contain trade secrets of Viasat. Customer will make Confidential Information available only to those of its employees, consultants and contractors having a need to know and solely for the purpose of utilizing the Real-Time Earth service under this Agreement, provided that Customer has taken adequate steps to bind an employee and other recipients with respect to the use and protection of the Confidential Information under terms and conditions substantially similar to those in this paragraph. Nothing herein shall limit Customer’s right to disclose any information provided by Viasat hereunder which (a) becomes knowledge available within the public domain; or (b) is received by Customer from a third party without restriction and without breach of an agreement. All Confidential Information furnished hereunder shall remain the property of Viasat and shall be returned or destroyed promptly at Viasat’s request together with all copies made thereof by the Customer hereunder. Confidential Information may be used and copied only as necessary for the purpose of utilizing the Managed Infrastructure Services under this Agreement. Upon request, the Customer shall send to Viasat a certificate certifying the destruction of Confidential Information. 10. NOTICES All notices given pursuant to this Agreement shall be in writing and either delivered in person or by certified Mail, return receipt requested postage prepaid, or by overnight courier requiring signature upon receipt to each party at the following address or such other address as such party may direct by similar notice to the other: To Viasat: Viasat, Inc. 1725 Breckinridge Plaza Duluth, Georgia 30096 USA ATTN: Alicia Rigdon, Director Contracts Phone: +1 678-924-2856 Fax: +1 770-935-3285 Email: alicia.rigdon@Viasat.com To xxx: (xxx to complete) __________________________________ __________________________________ __________________________________ __________________________________ Any notice given pursuant to this Agreement shall be deemed to have been given on receipt. 11. TERMINATION 11.1 Viasat may terminate this Agreement in the event that Customer breaches a material obligation (including payment) of this Agreement and such breach continues for a period of sixty (60) days after Viasat provides Customer a written notice thereof, setting forth the nature of the alleged breach. In addition, Viasat may immediately terminate this Agreement in the event that the Customer (i) becomes the subject of a voluntary or involuntary proceeding under the applicable national or state bankruptcy or insolvency laws; (ii) admits in writing its inability to all pay its debts in general as they mature; (iii) makes an assignment for the benefit of creditors; or (iv) a major proportion of its assets is subject to judicial attachment or governmental seizure. 11.2 Customer may terminate this Agreement in the event that Viasat breaches a material obligation of this Agreement and such breach continues for a period of sixty (60) days after Customer provides Viasat a written notice thereof, setting forth the nature of the alleged breach. 11.3 Should this Agreement be terminated pursuant to Section 11.1 hereof, Customer shall be obligated to immediately pay to Viasat all fees for the remaining balance of the Term of this Agreement. Also, any additional payments due by Customer to Viasat shall be paid by Customer in accordance with Section 4.2. 11.4 Termination will entitle Viasat to cancel any or all Real-Time Earth service without liability or obligation. Upon termination or expiration of this Agreement, Viasat or its subcontractors shall have the right to enter onto any of Customer’s premises in order to obtain the Viasat and/or Subcontractor Equipment located at Customer premises or facilities. Customer shall provide reasonable cooperation and assistance to Viasat and its subcontractors to facilitate the removal and return of all Viasat and/or Subcontractor Equipment and Confidential Information. 12. ASSIGNMENT AND SUBCONTRACTING 12.1 This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective legal representatives, successors and assigns. Customer shall not assign this Agreement without the prior written consent of Viasat. Viasat may assign this Agreement to any entity acquiring all or substantially all of its assets or to any successor-in-interest as a result of a merger, consolidation, reorganization or any similar transaction. 12.2 Viasat may engage one or more subcontractors to perform any or all of the obligations of Viasat hereunder. 13. ARBITRATION AND GOVERNING LAW 13.1 If the parties fail to informally resolve any dispute hereunder, either party may refer such dispute to be settled by submission to the International Centre for Dispute Resolution for binding arbitration in New York, New York, under the then current International Arbitration Rules and the procedures set forth in this article. The arbitration proceedings and all communications related thereto shall be in English. Each Party consents to the enforcement of any such arbitration award or judgment in any court of competent jurisdiction. Any arbitration shall be conducted in an expedited manner. 13.2 The arbitration shall be presided over by one arbitrator selected according to ICDR rules. The arbitrator must be a practicing or retired attorney or judge. The arbitrator shall be empowered to resolve all Disputes, whether in contract or in tort, and to award any remedies authorized by this Contract and any applicable statute or common law. Discovery shall be allowed. All arbitration proceedings, including all evidence and statements, shall be confidential and shall not be used or disclosed for any other purpose. Each party shall pay its own attorneys' fees and expenses; the costs of the arbitration shall be equally divided between the parties. Prior to issuing a final arbitration award, the arbitrator shall provide the parties with a preliminary ruling and provide the parties a reasonable period (not to exceed 15 business days) to respond in writing to such preliminary ruling. The award of the arbitrator shall be the sole and exclusive remedy of the parties regarding any Disputes hereunder. A judgment on the award may be entered in any court having jurisdiction thereof. The award shall be in U.S. dollars and shall earn interest from the date of the award until satisfied in full at the statutory interest rate. Should either party bring any legal action against the other with respect to any claim required to be arbitrated under this Contract by any method other than arbitration, the other party shall be entitled to recover from such party all damages, costs, expenses and attorneys' fees incurred as a result of such action. 13.3 This Agreement shall be interpreted in accordance with and governed by the laws of New York, except for its rules or principles of conflicts of law. The United Nations Convention on International Contracts for the Sale of Goods shall not apply to this Agreement. 14. EXPORT 14.1 Viasat shall have no obligation to deliver any item in violation of U.S. export laws or the import laws of any country. These regulations include, but are not limited to the Export Administration Regulations, Foreign Assets Control Regulations, and if applicable, the International Traffic in Arms Regulations. The Customer acknowledges it will comply with these laws, and shall enter into such additional agreements with Viasat as are required. 14.2 The Customer shall not, without prior U.S. government authorization, export, re-export, or transfer (“export”) any items, either directly or indirectly, to any country subject to a U.S. trade embargo or sanction or to any resident or national of these countries (current list consists of Cuba, Iran, North Korea, Sudan and Syria, or any subsequent amendments), or to any person or entity on any U.S. government restricted party lists. In addition, any items herein may not be exported, re-exported, or transferred to any end-user engaged in prohibited activities, or for any end-use, directly or indirectly related to the design, development, production, or use of weapons of mass destruction including nuclear, chemical, or biological weapons, and/or the missile technology to deliver them. The Customer shall communicate in writing the export limitation provisions of this clause to its distributors, resellers, or international customers. Upon written notice from Viasat, the Customer shall provide such information as Viasat shall reasonably consider necessary to verify compliance by the Customer with the provisions of this clause. 14.3 This Section 14 shall survive the expiration or termination of this Agreement. 15. CHANGES Any scope changes may be made only upon mutual agreement of Viasat and the Customer. For the avoidance of doubt, Viasat will not proceed with any changes until a mutually acceptable signed change order is executed between the parties, to include as applicable, adjustment in the price, schedule, and/or other terms of this Agreement. 16. MISCELLANEOUS 16.1 This Agreement (and the Exhibits as integrated hereto) constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements, understandings and contracts whether oral or written with respect thereto. No modification, change, amendment to this Agreement shall be of any force or effect unless in writing and signed by authorized representatives of both parties. 16.2 The waiver or failure of any party hereto to exercise any right provided for in this Agreement shall not be deemed a waiver of any further right hereunder under such provision or any other provisions. If any provision of this Agreement shall be held to be invalid or unenforceable, the other provisions shall remain in full force and effect. 16.3 Customer agrees that except as may be required by law, there shall be no news releases, advertising, sales promotions, or disclosures of a technical nature or otherwise regarding this Agreement or which involve the name of Viasat without the prior written approval of an authorized employee of Viasat, such approval not to be unreasonably withheld. 16.4 All provisions contained in this Agreement which by their language or context are intended to survive, such as, without limitation, ownership and confidentiality of proprietary information, indemnification and payment provisions, shall survive any termination of this Agreement. 16.5 Nothing in this Agreement shall, expressly or implied, give to any person other than the parties hereto any benefit or legal or equitable right, remedy or claim except as expressly provided herein. All remedies provided in accordance with this Agreement are cumulative and are in addition to any and all legal rights of the parties except as are expressly limited by the terms hereof. 16.6 To the extent any terms and conditions of this Agreement conflict with the terms and conditions of the Exhibit(s), an order or order acknowledgement, the terms and conditions of this Agreement shall control. 16.7 The captions contained in this Agreement are for convenience only, are without substantive meaning, and shall not be construed to modify, enlarge, or restrict any provision. 16.8 This Agreement may be executed in any number of counterparts, and by Viasat and Customer in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same Agreement. 16.9 In the event that Customer has cause to believe that Viasat or any employee or agent of Viasat has acted improperly or unethically under this Agreement, Customer will report such conduct to Viasat’s ethics hotline at 1-888-475-8376. Copies of Viasat’s Guide to Business Conduct are available at www.Viasat.com under “Investors-Corporate Governance.” Although Viasat will not under any circumstances use the failure to make such a report as a basis for claiming breach of contract by Customer, Customer is encouraged to make such reports when warranted. 16.10 Nothing in this Agreement will be deemed to neither constitute a joint undertaking, joint venture or partnership between the parties nor constitute either party the agent of the other party for any purpose. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. Viasat, Inc. xxxx. By: ___________________________ By: ____________________________ Printed Printed Name: ________________________ Name: _________________________ Title: ________________________ Title: __________________________ Appendix A Real-Time Earth (RTE) Ground Service Pricing Viasat’s RTE Ground Service is a fee for service offering using its global ground stations to provide access to the Customer’s satellite(s) for command and data retrieval purposes. To serve a variety of customer’s unique business needs, Viasat has established pricing for its RTE Ground Service that is scalable and can be tailored. 1. Setup and Configuration a. Viasat shall prepare the Ground Stations for the satellite services to enable the services as set forth in this document. Additional satellites, services, and ground stations are not covered in this Agreement, but can be added at a later time. b. The Customer shall work with Viasat to define the proper configurations for the satellites defined. Viasat shall support with up to two test passes on each satellite to validate working order. 2. Routine Services: a. Satellite Services i. Viasat shall provide TT&C and payload downlink to the satellite(s) ii. Pass Scheduling: The Customer shall be responsible for the scheduling of satellites using the RTE Application Program Interface (API). iii. Ephemeris Entry: The Customer shall be responsible for providing ephemeris through the RTE API. iv. Data Interface: The Customer shall be responsible for data interfacings over IP via the RTE API. v. Other notes 1. 2-minutes is added to each scheduled pass for pre & post-pass setup. 2. A 3-minute minimum duration is charged for any pass. 3. The Customer shall have access to these services at the any available RTE ground stations. b. Pricing i. Section tailored to each customer