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12 SUPERIOR COURT OF THE STATE OF CALIFORNIA 13 COUNTY OF SANTA CLARA 14 15 ______, Individually and on ) Case No. 16 Behalf of All Others Similarly Situated, ) ) CLASS ACTION 17 Plaintiff, ) ) COMPLAINT FOR VIOLATIONS OF THE 18 vs. ) SECURITIES ACT OF 1933 ) 19 MAXAR TECHNOLOGIES LTD., HOWARD) 20 L. LANCE; ANIL WIRASEKARA; ANGELA ) DEMAND FOR JURY TRIAL LAU; ROBERT L. PHILLIPS; DENNIS H. ) 21 CHOOKASZIAN; LORI B. GARVER; ) JOANNE O. ISHAM; C. ROBERT KEHLER; ) 22 BRIAN G. KENNING; ERIC ZAHLER; and ) JEFFREY R. TARR, ) 23 ) 24 Defendants. ) ) 25 26 27

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COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 INTRODUCTION 2 1. Plaintiff, individually and on behalf of all others similarly situated, by plaintiffs 3 undersigned attorneys, alleges the following based upon personal knowledge as to plaintiff and 4 plaintiffs own acts, and upon information and belief as to other matters based on the investigation

5 conducted by and through plaintiffs attorneys, which included, among other things, a review of U.S. 6 Securities and Exchange Commission (“SEC”) filings by Maxar Technologies Ltd. (“Maxar” or the

7 “Company”) and DigitalGlobe, Inc. (“DigitalGlobe”), as well as media and analyst reports about the 8 Company and Company press releases. Plaintiff believes that substantial additional evidentiary 9 support will exist for the allegations set forth herein. 10 SUMMARY OF THE ACTION

11 2. Maxar (f/k/a MacDonald, Dettwiler and Associates) is a space technology company 12 that specializes in the manufacture of satellites and provision of satellite-related services. In October

13 2017, Maxar merged with imagery company DigitalGlobe (the “Merger”). In connection with the 14 merger, Maxar issued approximately 21 million shares of Maxar common stock directly to 15 shareholders of DigitalGlobe pursuant to an F-4 registration statement and prospectus (collectively,

16 the “Registration Statement”). 17 3. The Registration Statement contained material misrepresentations and omissions. It 18 failed to disclose, among other things, Maxar was already likely to discontinue or suffer an 19 impairment on its GEO communication satellite business (one of its key lines of business), and that 20 Maxar’s financial results and trends were therefore inflated. The Registration Statement also 21 described certain risk factors as if they were possibilities in the future rather than events that were

22 already occurring. By using misleading accounting methods, Maxar overstated its earnings and 23 misled investors.

24 4. On October 31, 2018, Maxar disclosed the truth. It announced a $432 million net loss,

25 largely attributable to impairments and losses in its GEO communication satellite business. Maxar’s 26 stock plummeted 45% in a day, and it has continued to decline. Maxar’s stock price fell to about 93% 27 less than it was at the time of the Merger. 28

COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 5. Plaintiff ______acquired 2 Maxar stock pursuant to the misleading Registration Statement in the Merger. Plaintiff brings this 3 securities class action on behalf of all persons who acquired Maxar common stock pursuant to the 4 Registration Statement issued in connection with the Merger. Plaintiff asserts strict liability claims 5 under §§ 11, 12, and 15 of the Securities Act of 1933 (“1933 Act” or “Securities Act”) against Maxar, 6 certain current and former Maxar officers and directors, and certain former DigitalGlobe officers and 7 directors. 8 JURISDICTION AND VENUE

9 6. This Court has original subject matter jurisdiction under the California Constitution,

10 Article VI, Section 10. Removal is barred by Section 22 of the 1933 Act. 11 7. This Court has personal jurisdiction and venue is proper under California Code of Civil 12 Procedure §§ 410.10 and 395 because defendants and their agents reside or are or were at all relevant

13 times headquartered in California, conducted the Merger in California, and affirmatively solicited the 14 subject securities and Registration Statement to investors in California, including, e.g., during 15 roadshows conducted in California, and those contacts with California have a substantial connection

16 to the claims alleged herein. At all times relevant to the Merger, Maxar’s principal executive offices 17 were located in California. Maxar’s Space Systems/Loral LLC (“SSL”) subsidiary and related 18 satellite communications business is headquartered in Palo Alto, California, as are Maxar’s satellite

19 manufacturing and R&D operations, including the facilities and business segments central to the 20 misrepresentations and omission alleged herein. As stated in the Registration Statement, as of the 21 Merger, Maxar’s California headquarters was also the official mailing address for nearly all the

22 Individual Defendants (defined below), namely Howard L. Lance, Robert L. Phillips, Dennis H. 23 Chookaszian, Lori B. Garver, Joanne O. Isham, Anil Wirasekara, C. Robert Kehler, Brian G. 24 Kenning, and Eric Zahler. At all relevant times, SSL MDA Holdings, Inc., Maxar’s wholly owned 25 subsidiary and holding company for Maxar operating subsidiaries, was headquartered 26 in California. At all relevant times, Merlin Merger Sub, Inc.—the wholly owned subsidiary Maxar 27 formed for the purpose of facilitating the Merger (and into which DigitalGlobe was merged to become

28 a wholly owned subsidiary of Maxar)—was also headquartered in California. Maxar’s authorized - 2 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 representative in the United States, Michelle D. Kley, signed the Registration Statement, on behalf of 2 Maxar, in California. 3 PARTIES

4 8. Plaintiff acquired Maxar common stock via the Merger pursuant to the Registration

Statement5 and was damaged thereby. 6

7 9. Maxar specializes in the manufacture of satellites and provision of satellite-related 8 services. Incorporated under the laws of British Columbia, Maxar’s common stock trades on the New

9 York Stock Exchange under the ticker symbol “MAXR.” At the time of the Merger, Maxar’s

10 principal executive offices were located in California. In October 2017, in connection with the 11 Merger, Maxar issued approximately 21 million shares of Maxar common stock directly to former 12 shareholders of DigitalGlobe common and preferred stock, all pursuant to the Registration Statement.

13 10. Defendant Howard L. Lance was, at all relevant times, President, Chief Executive

14 Officer, and a Director of Maxar. Defendant Lance reviewed, contributed to, and signed the 15 Registration Statement.

16 11. Defendant Anil Wirasekara was, at all relevant times, Executive Vice President and 17 Chief Financial Officer of Maxar. Defendant Wirasekara reviewed, contributed to, and signed the 18 Registration Statement.

19 12. Defendant Angela Lau was, at all relevant times, Senior Vice President, Finance and 20 Corporate Secretary of Maxar. Defendant Lau reviewed, contributed to, and signed the Registration 21 Statement.

22 13. Defendant Robert L. Phillips was, at all relevant times, Chairman of the Board of 23 Directors of Maxar. Defendant Phillips reviewed, contributed to, and signed the Registration 24 Statement

25 14. Defendant Dennis H. Chookaszian was, at all relevant times, a Director on Maxar’s 26 Board. Defendant Chookaszian reviewed, contributed to, and signed the Registration Statement. 27 15. Defendant Lori B. Garver was, at all relevant times, a Director on Maxar’s Board.

28 Defendant Garver reviewed, contributed to, and signed the Registration Statement.

- 3 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 16. Defendant Joanne O. Isham was, at all relevant times, a Director on Maxar’s Board. 2 Defendant Isham reviewed, contributed to, and signed the Registration Statement.

3 17. Defendant C. Robert Kehler was, at all relevant times, a Director on Maxar’s Board.

4 Defendant Kehler reviewed, contributed to, and signed the Registration Statement. 5 18. Defendant Brian G. Kenning was, at all relevant times, a Director on Maxar’s Board. 6 Defendant Kenning reviewed, contributed to, and signed the Registration Statement.

7 19. Defendant Eric Zahler was, at all relevant times, a Director on Maxar’s Board.

8 Defendant Zahler reviewed, contributed to, and signed the Registration Statement.

9 20. Defendant Jeffrey R. Tarr was, at all relevant times, President and Chief Executive

10 Officer of DigitalGlobe. Defendant Tarr reviewed, contributed to, and signed the Registration 11 Statement.

12 21. The defendants named in 16-26 are referred to herein as the “Individual

13 Defendants.” The Individual Defendants each signed or were identified as incoming officers or 14 directors in the Registration Statement, solicited the purchase securities issued pursuant thereto,

15 planned and contributed to the Merger and Registration Statement, and attended promotions to meet

16 with and present favorable information to Maxar and DigitalGlobe investors, all motivated by their 17 own and the Company’s financial interests. 18 DEFENDANTS’ FALSE AND MISLEADING REGISTRATION STATEMENT AND PROSPECTUS 19 22. On April 27, 2017, defendants filed with the SEC on Form F-4 a draft Registration 20 Statement which would register the Maxar shares to be issued and exchanged in the Merger. The draft 21 Registration Statement was amended in response to SEC comments, including comments from the 22 SEC emphasizing the importance of adequately disclosing material trends and risk factors, as required 23 by Items 303 and 105. 24 23. On June 2, 2017, defendants filed a final amendment to the Registration Statement. 25 The SEC declared the Registration Statement effective on June 16, 2017. On June 22, 2017, 26 defendants filed a prospectus on Form 424B3 for the Maxar shares issued and exchanged in the 27 Merger, which prospectus forms part of the Registration Statement. 28

- 4 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 24. On October 5, 2017, defendants completed the Merger, issuing approximately 21 2 million shares of Maxar common stock directly to former shareholders of DigitalGlobe common and 3 preferred stock as follows: each former share of DigitalGlobe common stock and/or Series A 4 convertible preferred stock issued and outstanding immediately before the Merger was converted to 5 0.3132 shares of newly issued Maxar common stock (plus cash consideration). Each of these new 6 shares of Maxar common stock issued pursuant to the Registration Statement. On October 5, 2017,

7 the market price for Maxar common stock closed at $54.30 per share. 8 25. The Registration Statement contained untrue statements of material fact and omitted 9 material facts that were both required by governing regulations and necessary to make the statements

10 made not misleading. 11 26. Foremost, the Registration Statement included false and misleading financial results, 12 trends, and metrics and omitted material facts rendering those financial results, trends, and metrics

13 materially misleading. For example, the Registration Statement represented as follows: 14 In a business combination, all assets, liabilities and contingent liabilities acquired or assumed are recorded at their fair values at the date of acquisition. 15 Management uses judgment when estimating fair values of the net assets acquired and any contingent consideration to be recognized as part of the initial purchase 16 consideration. The fair value of intangible assets acquired is determined using 17 valuation techniques that require estimation of replacement costs, future net cash flows and discount rates. 18 And further that: 19 MDA continues to face strong competition, particularly in the communications 20 satellite market. To successfully compete in this market, MDA conducts extensive 21 MDA-funded research and development activities. Costs associated with these activities may either be capitalized as internally developed technologies or 22 expensed as incurred depending on certain accounting criteria. For the year ended December 31, 2016, a higher portion of these costs met the accounting criteria to 23 be capitalized, thereby increasing adjusted operating EBITDA when comparing year over year. 24

25 26 Investments in technology and software were higher in the three months ended March 31, 2017 as MDA capitalized higher levels of costs relating to the internal 27 development of key technologies, including the digital payload program. 28

- 5 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1

2 For the three months ended March 31, 2017, MDA capitalized development of technology and software of $23.7 million. For the years ended December 31, 3 2016, December 31, 2015 and December 31, 2014, MDA capitalized development 4 of technology and software of $81.2 million, $48.7 million and $34.7 million, respectively. Investments in technology and software were higher in the three 5 months ended March 31, 2017 and fiscal year 2016 as MDA capitalized higher levels of costs relating to the internal development of key technologies, including 6 its digital payload program. 7 8 Research costs are expensed in the period incurred. Development costs are 9 capitalized and recorded as an intangible asset if technical feasibility has been established and it is considered probable that the Company will generate future 10 economic benefits from the asset created on completion of development. The 11 costs capitalized include materials, direct labour, directly attributable overhead expenditures and borrowing costs on qualifying assets. Other development costs 12 are expensed in the period incurred.

13 These representations were false and misleading because in truth: (1) Maxar had capitalized intangible 14 assets at a far higher rate than industry peers, and thereby underreported expenses and inflated 15 earnings; and (2) Maxar would likely discontinue its GEO communication satellite business and/or 16 incur a non-cash write-down or other impairment of its GEO satellite communication business. 17 27. The Registration Statement also purported to warn of numerous risks that “(/”

1 18 occurring “«f «y” or “could’ adversely affect the Company while failing to disclose that these very 19 “risks” had already materialized at the time of the Merger, including the following: 20 “[Maxar]’s financial performance is dependent on its ability to generate a 21 • sustainable order rate for its satellite manufacturing operations. . . . The 22 cyclical nature of the commercial satellite market could negatively impact [Maxar]’s ability to accurately forecast customer demand. The markets 23 that [Maxar] serves may not grow in the future and [Maxar] may not be able to maintain adequate gross margins or profits in these markets. . . . If 24 [Maxar] fails to anticipate such changes in demand, its business, results of could be 25 operations and financial position adversely affected 26 • “Changes in the estimates and assumptions used could have a material impact on the amount of goodwill recorded and the amount of 27 depreciation and amortization expense recognized in earnings for depreciable assets in future periods.” 28

- 6 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 • “The unaudited pro forma condensed combined financial information of DigitalGlobe and [Maxar] . . . may not be indicative of the results of 2 operations or financial condition of [Maxar] following the merger.” 3 These representations were false and misleading because the purported “risks” that purportedly 4 “could” or “may” occur were in fact already occurring at the time of the Merger. Declining orders in 5 the commercial satellite market were already having a negative impact on Maxar’s financial results, 6 position, and outlook. Maxar had already capitalized intangible assets at a far higher rate than 7 industry peers, thereby underreporting its expenses and inflating its earnings, such that the financial 8 information touted in the Registration Statement was already not indicative of Maxar’s likely results 9 or financial condition following the Merger. 10 28. All the foregoing representations, reported financial results, trends, and metrics, and 11 purported risk disclosures were false and misleading because they failed to disclose that at the time 12 of the Merger: 13 Outsized and under-absorbed overhead costs were causing reduced 14 profitability and negative cash flows in Maxar’s SSL/Communication segment; 15 Maxar had capitalized intangible assets at a far higher rate (upwards of 16 500% higher) than industry peers, and thereby underreported expenses and 17 inflated earnings;

18 Maxar would likely discontinue its GEO communication satellite business and/or incur a non-cash write-down or other impairment of its GEO satellite 19 communication business; and 20 As a result, Maxar’s reported financial results and trends were artificially 21 inflated.

22 29. Defendants were required to disclose this material information in the Registration 23 Statement for at least three independent reasons. First, Item 303 required disclosure of any known 24 events or uncertainties that had caused or were reasonably likely to cause Maxar’s disclosed financial 25 information not to be indicative of future operating results. Maxar’s undisclosed overcapitalized

26 intangible assets and artificially inflated reported earnings, as well as Maxar’s already occurring 27 negative declines and trends, were likely to (and in fact did) materially and adversely affect Maxar’s 28 future results and prospects. - 7 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 30. Second, Item 105 required, in the “Risk Factor” section of the Registration Statement, 2 a discussion of the most significant factors that make the offering risky or speculative, and that each 3 risk factor adequately describe the risk. Maxar’s discussions of risk factors did not even mention, 4 much less adequately describe the risk posed by Maxar’s overcapitalized intangible assets and 5 artificially inflated reported earnings, nor Maxar’s already occurring negative declines and trends, 6 nor the likely and consequent material adverse effects on the Company’s future results and prospects.

7 31. Third, defendants’ failure to disclose the foregoing material information rendered false

8 and misleading the Registration Statement’s many references to known risks that “if’ occurring

9 “may” or “could” affect the Company. These “risks” were already materializing at the time of the

10 Merger. 11 32. With the foregoing misrepresentations and omissions in the Registration Statement, 12 defendants were able to complete the Merger. But as the truth of defendants’ misrepresentations and

13 omissions gradually emerged, the price of Maxar shares suffered sharp declines. 14 33. On August 7, 2018, short seller Spruce Point Capital accused Maxar of misleadingly

15 inflating its earnings. Maxar responded immediately, stating the report was “a direct attempt by a 16 short-seller to profit, at the expense of Maxar shareholders, by manipulating Maxar’s stock price” and 17 reaffirming its “full year 2018 guidance for revenue and cash flow from operations, while increasing 18 its full-year adjusted EPS outlook.” Maxar stated its belief “that the company remains positioned for

19 future growth.”

20 34. Then, on October 31, 2018, Defendants shocked the market with Maxar’s severely 21 disappointing 3Q18 financial and operational results. Rather than a profit, as market analysts were

22 led to expect, Maxar announced a $432 million net loss, largely attributed to impairment losses and

23 inventory obsolescence in its GEO communications satellite business. Even without the

24 impairment, Maxar still lost more than $49 million.

25 35. On this news, the price of Maxar common stock plummeted 45%, from a close of

26 $27.07 on October 30, 2018 down to close of $14.91 per share on October 31, 2018, on unusually 27 high trading volume. 28

- 8 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 36. In a November 1, 2018 article, analysts with the Globe and Mail (Canada) summarized

2 the revelation and market reaction as follows: 3 Maxar Technologies Ltd., the former MacDonald Dettwiler & Associates Inc., saw its share price collapse on Wednesday on an earnings miss and a writedown that 4 was an acknowledgment that one of its satellite businesses may never recover. 5 Maxar shares declined almost 45 per cent to close at $19.68, trading at record lows in the session. It is now almost 80 per cent below its 52-week high of $86.67. 6 The investor reaction threatens to immolate the promise of the 2017 merger that 7 combined the storied Canadian defence firm Macdonald Dettwiler with 8 DigitalGlobe, a Colorado imagery business. 9

10 The writedown also validates the attack by U.S. short-selling firm Spruce Point Capital Management . . . 11 Spruce Point took on Maxar on Aug. 7, after the shares closed at $57.25. The firm 12 suggested the company’s preferred profit measures and the accounting choices made to arrive at them obscured weak cash flow that threatened the company's 13 dividend and even its solvency. It suggested an impairment charge was likely.

14 In a detailed response later in the summer, Maxar said it had conducted a review of its accounting, found no errors and was confident in its future—but would review 15 its businesses for potential impairment, a process that resulted in Wednesday's 16 charge. 17 Maxar lost US$432.5-million, or US$7.31 a share, in large part owing to US$383.6-million in impairment charges as it wrote down the value of its 18 GeoComm satellite business. But even on profit numbers that exclude the bad stuff, the company greatly disappointed: Its adjusted earnings per share of 75 US cents 19 missed analyst consensus by nearly 30 per cent, and its sales of US$508.2-million were nearly 10 per cent below consensus. 20 The writedown came, Maxar said in a securities filing, when it lost confidence . . . 21 Now, Maxar “does not expect the longterm outlook for the GeoComm business to 22 rebound significantly from current year award levels.” 23 Unfortunately, it has fixed costs from a major complex in Palo Alto, Calif , that are weighing it down as satellite sales fall. The company is trying to sell both the 24 real estate and the entire GeoComm business. . .

25 37. In December 2018, the Company announced the sale of 4.5 acres of Palo Alto real 26 estate (the former home of its SSL satellite design and production engineers), the proceeds of which

27 CFO Porter claimed would be used to “ pay down Maxar debt.” 28

- 9 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 38. Then, in January 2019, Defendant Lance resigned as CEO, President, and member of 2 the Board of Directors, with former DigitalGlobe president Dan Jablonsky taking his place. 3 According to Howard Estes, Chair of the Board of Directors, Maxar replaced Lance “[gjiven the

4 company’s performance in 2018 and the loss of over 90% of our value in the marketplace.” 5 39. By the commencement of this action, Maxar common stock has traded as low as $3.96

6 per share, an approximately 93% decline since the Merger. Investors suffered severe losses as a

7 result. 8 CLASS ACTION ALLEGATIONS

9 40. Plaintiff brings this action as a class action on behalf of all persons who acquired

10 Maxar common stock pursuant or traceable to the Registration Statement (the “Class”). Excluded 11 from the Class are defendants and their families, the officers and directors and affiliates of defendants, 12 at all relevant times, members of their immediate families and their legal representatives, heirs,

13 successors or assigns and any entity in which defendants have or had a controlling interest. 14 41. The members of the Class are so numerous that joinder of all members is 15 impracticable. While the exact number of Class members is unknown to plaintiff at this time and can 16 only be ascertained through appropriate discovery, plaintiff believes that there are hundreds of 17 members in the proposed Class. Record owners and other members of the Class may be identified 18 from records maintained by Maxar or its transfer agent and may be notified of the pendency of this

19 action by mail, using the form of notice similar to that customarily used in securities class actions.

20 42. Plaintiffs claims are typical of the claims of the members of the Class, as all members 21 of the Class are similarly affected by defendants’ wrongful conduct in violation of federal law that is

22 complained of herein. 23 43. Plaintiff will fairly and adequately protect the interests of the members of the Class 24 and has retained counsel competent and experienced in class and securities litigation.

25 44. Common questions of law and fact exist as to all members of the Class and 26 predominate over any questions solely affecting individual members of the Class. Among the 27 questions of law and fact common to the Class are:

28 (a) whether defendants violated the Securities Act;

- 10 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 (b) whether the Registration Statement were negligently prepared and contained 2 inaccurate statements of material fact and omitted material information required to be stated therein; 3 and 4 (c) to what extent the members of the Class have sustained damages and the 5 proper measure of damages. 6 45. A class action is superior to all other available methods for the fair and efficient

7 adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the 8 damages suffered by individual Class members may be relatively small, the expense and burden of 9 individual litigation make it impossible for members of the Class to individually redress the wrongs

10 done to them. There will be no difficulty in the management of this action as a class action. 11 FIRST CAUSE OF ACTION 12 For Violation of § 11 of the Securities Act Against All Defendants 13 46. Plaintiff incorporates all the foregoing by reference. 14 47. This Cause of Action is brought pursuant to § 11 of the Securities Act, 15 U.S.C. 15 § 77k, on behalf of the Class, against all defendants. 16 48. The Registration Statement contained untrue statements of material facts, omitted to 17 state other facts necessary to make the statements made not misleading, and omitted to state material 18 facts required to be stated therein. 19 49. Defendants are strictly liable to plaintiff and the Class for the misstatements and 20 omissions. 21 50. None of the defendants named herein made a reasonable investigation or possessed 22 reasonable grounds for the belief that the statements contained in the Registration Statement were 23 true and without omissions of any material facts and were not misleading. 24 51. By reason of the conduct herein alleged, each defendant violated, or controlled an 25 employee or other person who violated, § 11 of the Securities Act. 26 52. Plaintiff acquired Maxar shares pursuant to the Registration Statement. 27

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- 11 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 53. Plaintiff and the Class have sustained damages. The value of Maxar common stock 2 has declined substantially subsequent to and due to defendants’ violations. 3 54. At the time of their acquisition of Maxar shares, plaintiff and other members of the 4 Class were without knowledge of the facts concerning the wrongful conduct alleged herein and could 5 not have reasonably discovered those facts prior to the disclosures herein. Less than one year has 6 elapsed from the time that plaintiff discovered or reasonably could have discovered the facts upon

7 which this Complaint is based to the time that plaintiff commenced this action. Less than three years 8 has elapsed between the time that the securities upon which this Cause of Action is brought were 9 offered to the public and the time plaintiff commenced this action. 10 SECOND CAUSE OF ACTION

11 For Violation of § 12(a)(2) of the Securities Act Against All Defendants 12 55. Plaintiff incorporates all the foregoing by reference. 13 56. By means of the defective Prospectus, defendants promoted and sold Maxar shares to 14 plaintiff and other members of the Class. 15 57. The prospectus contained untrue statements of material fact, and concealed and failed 16 to disclose material facts, as detailed above. Defendants owed plaintiff and the other members of the 17 Class who purchased Maxar shares pursuant to the prospectus the duty to make a reasonable and 18 diligent investigation of the statements contained in the Prospectuses to ensure that such statements 19 were true and that there was no failure to state a material fact required to be stated in order to make 20 the statements contained therein not misleading. Defendants, in the exercise of reasonable care, 21 should have known of the misstatements and omissions contained in the prospectus as set forth above. 22 58. Plaintiff did not know, nor in the exercise of reasonable diligence could he have 23 known, of the untruths and omissions contained in the prospectus at the time plaintiff acquired Maxar 24 shares. 25 59. By reason of the conduct alleged herein, defendants violated § 12(a)(2) of the 26 Securities Act. As a direct and proximate result of such violations, plaintiff and the other members 27 of the Class who purchased Maxar shares pursuant to the prospectus sustained substantial damages 28

- 12 - COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933 1 in connection with their purchases of the stock. Accordingly, plaintiff and the other members of the 2 Class who hold the common stock issued pursuant to the Prospectus have the right to rescind and 3 recover the consideration paid for their shares, and hereby tender their common stock to defendants

4 sued herein. Class members who have sold their common stock seek damages to the extent permitted 5 by law. 6 THIRD CAUSE OF ACTION 7 For Violation of § 15 of the Securities Act Against All Defendants 8 60. Plaintiff incorporates all the foregoing by reference. 9 61. This Cause of Action is brought pursuant to § 15 of the Securities Act against the 10 defendants. 11 62. The Individual Defendants were controlling persons of Maxar by virtue of their 12 positions as directors or senior officers of Maxar and DigitalGlobe. The Individual Defendants each 13 had a series of direct or indirect business or personal relationships with other directors or officers or 14 major shareholders of Maxar and DigitalGlobe. The Company controlled the Individual Defendants 15 and all of Maxar and DigitalGlobe’s employees. 16 PRAYER FOR RELIEF 17 WHEREFORE, plaintiff prays for relief and judgment, as follows: 18 A. Certifying this class action, appointing plaintiff as a Class representative, and 19 appointing plaintiffs counsel Class Counsel; 20 B. Awarding damages in favor of plaintiff and the Class against all defendants, jointly 21 and severally, in an amount to be proven at trial, including interest thereon; 22 C. Awarding plaintiff and the Class their reasonable costs and expenses incurred in this 23 action, including counsel fees and expert fees; 24 D. Awarding rescission, disgorgement, or such other equitable or injunctive relief as 25 deemed appropriate by the Court. 26 JURY DEMAND 27 Plaintiff demands trial by jury. 28

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