Exhibit 10.1

SpaceX [REDACTED] Launch Services Terms and Conditions

[REDACTED] LAUNCH SERVICES FOR BLUEWALKER 3 - TERMS AND CONDITIONS

SpaceX [REDACTED] Launch Services Terms and Conditions

Both of us agree that we have read, understood, and agree to, the terms of the Form of FAA Cross-Waiver, the SpaceX Policies, these Terms and Conditions, the SOW, and the [REDACTED] Payload User’s Guide. The duly authorized officers named below have executed this Agreement, which supersedes all prior relevant communications, as of the Effective Date.

SpaceX [REDACTED] Launch Services Terms and Conditions

APPENDIX A: RE-BOOKING PROGRAM

You may submit a request in writing to SpaceX to be re-manifested on a Re-booked Mission using the form of Re-booking Agreement in Appendix B. Based on the date of SpaceX’s approval of this request. which shall not be unreasonably withheld, the payments made toward your original Agreement shall be applied per the terms outlined in the table below.

The Re-booking costs outlined above are due at the time of Re-booking and may be paid through a reduction in the credit to be applied to the Re-booked Mission. Remaining payments shall be made according to the payment schedule in Section C with the dates adjusted to reflect the Launch Period of the Re-booked Mission. Any Additional Payments shall be retained by SpaceX and not credited toward the Rebooked Mission. All credits toward the Re-booked Mission shall be applied only to future SpaceX launch payments and not otherwise refunded to you. Solely in the event that SpaceX cannot reasonably provide you a re-booking opportunity within 12 months of the last day of the Launch Period, You may terminate the Agreement and SpaceX shall retain only 50% of the amounts paid and owed at the time of the request plus any Additional Payments as compensation for work completed and shall refund 50% of the amounts paid and owed at the time of the request to you without interest. Any amounts retained by SpaceX under this paragraph are retained without further obligation or liability to you.

SpaceX [REDACTED] Launch Services Terms and Conditions

APPENDIX B: FORM OF RE-BOOKING AGREEMENT

AST & Science, LLC submits this request to re-book the BlueWalker 3 Payload on a subsequent SpaceX mission, as outlined in the [REDACTED] Launch Services Agreement dated ________ (Agreement). By submitting this request, you understand and agree that your Payload will not be included on the originally scheduled mission and all payments made toward the original Agreement will be applied per the Rebooking Policy outlined in the Appendix A of the Agreement.

Requested Re-booked Mission (To Be Completed by Customer):

Launch Period:

Orbital Parameters:

Payload Modifications Requested: Yes or No (select one)

If yes please specify: _____________________________________________________________

Price and Payment Schedule (To Be Completed By SpaceX):

Price (USD):

Payment Schedule:

By signing below, the Parties agree that this document will amend both the applicable payment dates and prices in section C of the Agreement and the Launch Period in Section D of the Agreement, to reflect the above changes, and delete section E from the Agreement. All other terms in the Agreement shall remain the same.

SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services

Subject to the terms and conditions of the Launch Services Agreement (“LSA”) to which this SOW is attached, this SOW, and the accompanying [REDACTED] Payload User’s Guide, define the services and deliverables to be provided by both Space Exploration Technologies Corp. (“SpaceX”) and the [REDACTED] Payload Customer (“Customer”) to launch the [REDACTED] Payload. The Launch Services shall be considered complete upon Launch and the completion of post-Launch activities detailed in this SOW, but not complete in the event of a Terminated Ignition.

Any material failure by Customer to meet its responsibilities, including any non-compliance with the ICD, may result in a Customer delay requiring rebooking with applicable fees. Customer shall:

SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services

Any delay by SpaceX may result in changes in the scheduling of the Launch Period, Launch Slot, Launch Interval or Launch Date, such changes not subject to any Customer rebooking fees. SpaceX shall:

Prior to the arrival of the Payload at the Launch Site, Customer shall:

All notices under the Agreement shall be in writing and shall be hand-delivered or sent via electronic, express and/or certified mail to the contacts specified below All notices, documents, deliverables and other communications between SpaceX and Customer, including by their respective employees and Related Third Parties shall be in English.

For correspondence sent to SpaceX, to each of:

For correspondence sent to Customer, to each of:

AST & Science, LLC

2901 Enterprise Lane

Midland, TX 79706

Attn: [REDACTED]

[REDACTED]

SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services

SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services

 

Schedule1		Title		Purpose		SpaceX Deliverables		Customer Deliverables
L-3 months		Final Mission Integration Analysis Inputs   (not a review)						● Payload mass properties and deployment characteristics (update) ● Payload VerificationTest/Analysis Reports
L-2 months		Range Safety Submission   (not a review)						● AFSPCMAN91-710Compliance Letter ● GOP Hazardous Procedures
L-2 months		Mission Integration Analyses Final   (not a review)		Final mission integration analysis results are delivered to the Customer.		● Trajectory analysis results, including collision avoidance and Monte Carlos ● Mission analysis updates (if applicable)
L-2 months		Launch Campaign Readiness Review   Held at SpaceX Headquarters or via teleconference		Verifies that all people, parts, and paper are ready for the shipment of the Payload to the Launch Site and are ready to begin Launch Site activities		● Launch integration schedule (update) ● Launch Campaign Plan (update) ● Launch Range readiness information ● ICD revision for signature ● Verification of Compliance to ICD requirements		● Verification of Payload Compliance to ICD requirements ● Hourly Schedule of daily Launch Site operations ● Plan for Payload and GSE arrival at the Launch Site ● Propellant/Pressurant arrival information (if ● applicable) ● Badging Paperwork for All Customers ● Licensing inputs for Mission ● Payload insurance and cross-waivers ● Launch and In- orbit Insurer Subrogation Waiver (if applicable) ● Payload mass properties - measured (if not fueling at Launch site)
Payload Shipment		Payload Shipment   (not a review)		Verifies Payload licensing is in place prior to shipment to the Launch Site.				● Payload Licensing Certification ● Copies of all required on-orbit Payload licenses
Payload Arrival		Payload Arrival   Held at Launch Site		Provides important information for working at the Launch Site.		● Launch Campaign arrival briefing		● Launch site awareness training complete
Payload Arrival to Launch		Launch Campaign				● Hazardous operations planning meetings (if required) ● Electrical checkout results ● Daily environmental reports ● DaiIy Launch Campaign schedule		● Payload mass properties - measured (if fueling at launch site)
L-1day		Launch Readiness   (not a review)		An exchange of Readiness notifications for Launch		● Launch Vehicle readiness certificate		● Payload Launch readiness certificate
Separation + TBD2 min		Orbit Injection report   (not a review)		Deliver best-estimate state vector, altitude, and attitude rate based on initial data		● Orbit Injection Report (via electronic delivery)
Launch + 2 Weeks		Payload Status   (not a review)		Customer delivers status of Payload after separation.				● Payload operations status

 

Notes:

 

1.	Assumes the first day of the Launch Period as defined in the LSA until the Launch Date is further defined.
2.	Depends on the trajectory, ground station locations, and other factors that may remain unknown as of Agreement Signature.

 

© Space Exploration Technologies Corp. All rights reserved.

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SpaceX Policies

 

SPACEX POLICIES

 

THE FOLLOWING TERMS ARE IN ADDITION TO, AND INCORPORATED INTO, SPACEX’S LAUNCH SERVICES AGREEMENT. CAPITALIZED TERMS NOT DEFINED HEREIN ARE DEFINED IN A CUSTOMER’S STATEMENT OF WORK FOR THAT PARTICULAR LAUNCH.

 

SPACEX DISCLAIMER OF WARRANTIES

 

SpaceX has not made, nor does it make, any representation or warranty, whether written or oral, express or implied, including, but not limited to, any warranty of design, operation, quality, workmanship, suitability, result, merchantability, or fitness for a particular purpose with respect to the Launch Vehicle, the Launch Services, or any associated equipment or services. Any implied warranties, including warranties of merchantability and fitness for a particular purpose, are hereby expressly disclaimed.

 

SPACEX RISK MANAGEMENT POLICY

 

1.	Liability for Damages. In no event shall either SpaceX or Customer be liable for any indirect, special, incidental, exemplary, punitive or consequential damages, for specific performance, for the cost of procurement of substitute products or services, for lost revenues or profits, arising out of or related to the Agreement, howsoever caused and regardless of the theory of liability, whether based in contract, tort, equity or otherwise, including negligence, product liability, strict liability, or any other theory of liability.
	To the fullest extent permitted by law, SpaceX’s total and cumulative liability arising out of or related to a Launch Services Agreement howsoever caused and regardless of the theory of liability, whether based in contract, tort, equity or otherwise, including negligence, product liability, strict liability, or any other theory of liability, shall in no event exceed the amounts received by SpaceX from Customer for the applicable Launch Services. To the fullest extent permitted by law, Customer’s total and cumulative liability arising out of or related to a Launch Services Agreement howsoever caused and regardless of the theory of liability, whether based in contract, tort, equity or otherwise, including negligence, product liability, strict liability, or any other theory of liability, shall in no event exceed an amount equal to the sum of all amounts received by and due and owing to SpaceX from Customer for the Launch Services. Customer shall be exclusively liable for any damage to the Payload and Payload-related equipment including, but not limited to, damage from static fires of the Launch Vehicle, other pre-Launch activities, Launch, and on-orbit operations. Except as expressly set forth below, Customer shall be responsible for procuring all insurances related to the Payload (with express waivers of subrogation as to SpaceX and its related third parties).
	The limitations set forth in this Section shall not apply to (i) the Parties’ indemnification obligations, including such obligations in Section 5(c) below, and (ii) breaches of the Parties confidentiality obligations set forth in the NDA.

 

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SpaceX Policies

 

2.	Insurance. SpaceX shall satisfy (at its own expense) third-party launch liability insurance requirements in the amounts required by and consistent with applicable United States federal regulations and statutes governing commercial space launches. Such insurance shall cover death, bodily injury, property loss and damage to third parties for such launch activities as are prescribed by the Commercial Space Launch Act (“CSLA”) and the terms of the launch license issued to SpaceX pursuant thereto (“Launch Activities”). Third-party launch liability insurance does not cover any loss or damage to the Payload or any Customer property, equipment, or personnel (or the property, equipment, or personnel of Customer’s Related Third Parties). Insurance coverage for the Payload, Customer property, equipment, and personnel (and the property, equipment, or personnel of Customer’s Related Third Parties), shall be purchased by Customer (or one of its Related Third Parties) prior to the arrival of the Payload at the Launch Site, and shall contain an express waiver of subrogation as to SpaceX and its Related Third Parties. Customer shall provide certificates of insurance and relevant excerpts from such policies to SpaceX once such insurance is procured.
3.	Excess Third-Party Liability for Launch Activities. To the extent not covered by third-party launch liability insurance or eligible for coverage by the United States Government pursuant to the CSLA, SpaceX shall be exclusively liable to third parties for any death, injury, loss or damage arising out of or related to the Launch Activities caused by SpaceX or its equipment (including the Launch Vehicle or parts or components thereof), and Customer shall be exclusively liable to third parties for any death, injury, loss or damage arising out of or related to the Launch Activities caused by Customer or its equipment (including the Payload or parts or components thereof).
4.	Insurance Support. Subject to compliance with applicable law, the Parties shall cooperate with each other’s efforts to obtain and maintain, and to file and settle any insurance claims arising out of or related to activities relating to the performance of the Agreement. Such cooperation may include preparing a launch industry-standard insurance briefing package, responding to insurers’ questions, delivering requested information regarding the Launch Vehicle and the Launch Range, conducting insurance briefings and facilitating site inspections as required to obtain and maintain such insurance.
5.	Cross-Waivers; Indemnification.
a.	Waivers. Customer and SpaceX agree not to sue or otherwise bring a claim against the other Party, such Party’s Related Third Parties, any Primary or Secondary Payload Customers, the Related Third Parties of any Primary or Secondary Payload Customer, or the U.S. Government or its contractors or subcontractors for any injury, death, property loss or damage (including, loss of or damage to the Payload, the Primary and Secondary Payload(s), the Launch Vehicle, or other financial loss), sustained by it or its employees, officers, directors or agents, arising out of or related to activities relating to the performance of the Agreement, regardless of fault. Such waiver shall not apply to claims for payments of the Launch Price, delay fees, late fees or termination fees, or charges for additional services under the Agreement.

 

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SpaceX Policies

 

 

 

b.	Extension of Waivers. Customer and SpaceX hereby agree to extend the waiver of claims and release of liability herein to their Related Third Parties, respective contractors, subcontractors and insurers, requiring them to waive (in writing) the right to sue or otherwise bring a claim against the other Party or that Party’s Related Third Parties, any Primary or Secondary Payload Customers or their Related Third Parties, or the U.S. Government or its contractors or subcontractors for any injury, death, property loss or damage (including loss of or damage to the Payload, the Primary and Secondary Payload(s), the Launch Vehicle, or other financial loss) sustained by them or any of their employees, officers, directors or agents, arising out of or related to activities relating to the performance of the Agreement.
c.	Indemnification. Customer and SpaceX hereby agree to indemnify and hold harmless the other Party from and against any liability or expense, including attorneys’ fees, resulting from (i) any suit or claim by the indemnifying Party’s Related Third Parties for any injury, death, property loss or damage (including loss of or damage to the Payload, the Launch Vehicle, or other loss) sustained by it or any of its employees, officers, directors or agents, arising out of or related to activities relating to the performance of the applicable Launch Services Agreement; and (ii) any suit or claim by a third party arising out of or related to an allegation that: (a) a Party’s performance under a Launch Services Agreement; or (b) the design, manufacture or operation of the Launch Vehicle (by SpaceX and its Related Third Parties) or Payload (by Customer and its Related Third Parties), or any corresponding support equipment, infringes any third party’s intellectual property rights.
d.	Indemnification Process. All indemnification obligations in this Agreement are subject to the indemnified Party (i) promptly notifying the indemnifying Party in writing of the claim; (ii) allowing the indemnifying Party control of the claim; (iii) not making any admission in relation to the claim or agreeing to any settlement without the prior written consent of the indemnifying Party; and (iv) cooperating with the indemnifying Party in the defense and any related settlement negotiations.
e.	Applicability. The obligation to waive claims shall apply to the Parties’ contractors, subcontractors and insurers (at every tier) that are involved in activities relating to the performance of the applicable Launch Services Agreement. The waivers shall apply regardless of the theory of liability, whether based in contract, tort, equity or otherwise, including negligence, product liability, strict liability, or any other theory of liability. Each Party agrees to obtain insurance to the extent it deems such insurance necessary, or no insurance if not deemed necessary, to cover death, injury, loss or damage for which it has waived the right to sue or bring a claim against the other Party, and each Party agrees to obtain a waiver of subrogation rights from any insurer providing such insurance coverage. Nothing in this Section 5(e) shall preclude either Party from suing or otherwise bringing a claim against its own Related Third Parties. The Parties agree to memorialize certain of the rights and obligations described in this Section 5(e) in an agreement advised or required by the appropriate U.S. regulatory authorities, to include execution of the form of cross-waivers found at this site:

 

Please see the current form United States FAA Cross-Waiver at the following hyperlink:

 

http://www.ecfr.gov/cgi-bin/text-idx?SID=ca4bbb8cb08816a834838a65427aa135&node=pt14.4.440&rgn=div5

 

In the event this link is ever inactive, the Form of Cross Waiver shall be the most recent Form of Cross-Waiver published in the United States Code of Federal Regulations.

 

Space Exploration Technologies Corp. Proprietary and Confidential

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