SPACE ACT AGREEMENT BETWEEN THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION AND MOON EXPRESS INC. FOR LUNAR CATALYST ARTICLE 1. AUTHORITY AND PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this Agreement is entered into by the National Aeronautics and Space Administration, located at 300 E Street SW, Washington, DC 20546 (hereinafter referred to as "NASA") and Moon Express, Inc. located at 100 Space Port Way, Cape Canaveral, Florida 32920 (hereinafter referred to as "Partner" or "Moon Express"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties." ARTICLE 2. PURPOSE This agreement is an amended version of Space Act Agreement #18251, which went into effect on September 30, 2014. NASA recognizes that private-sector investment in technologies intended to enable commercial lunar activities has been increasing. In addition to recognizing these activities NASA wants to encourage and enable commercial successes to cultivate the increased innovation and entrepreneurship in the commercial space transportation sector. The “Lunar Cargo Transportation and Landing by Soft Touchdown” (Lunar CATALYST) initiative, is consistent with the National Space Transportation Policy. Per this policy, NASA is “committed to encouraging and facilitating a viable, healthy, and competitive U.S. Commercial space transportation industry”. This initiative also supports the internationally shared space exploration goals of the Global Exploration Roadmap (GER) that NASA and 11 other space agencies around the world released in August 2013. The GER acknowledges the value of public-private partnerships and commercial services to enable sustainable exploration of asteroids, the Moon and Mars. This initiative is managed with the Advance Exploration Systems (AES) Division with the Human Exploration and Operations Mission Directorate at NASA Headquarters. AES develops prototype systems and demonstrates key capabilities to reduce the risk and costs of future human spaceflight missions. AES is pioneering innovative ways to drive a rapid pace of progress, streamline management, enable public-private partnerships, and utilize limited resources and the NASA workforce more effectively. The purpose of the Lunar CATALYST initiative is for NASA to encourage the development of U.S. private-sector robotic lunar landers capable of successfully delivering small (30 to 100 kg) and medium (250 to 500 kg) class payloads to the lunar surface using U.S. commercial launch capabilities. This no-funds-exchanged Space Act Agreement (SAA) with the Partner enables provision and coordination of NASA in-kind contributions at no cost to the Partner, of NASA civil servant technical expertise, access to NASA test facilities, the loaning of equipment, and software. Page 1 of 17 SAAM ID# 18251 ARTICLE 3. RESPONSIBILITIES A. NASA will use reasonable efforts to: 1. Provide internal coordination for access to NASA subject matter experts in the following categories: flight and ground software, avionics and electrical power systems, simulation provision and support, guidance and navigation for landing, propulsion, integration/systems engineering, space communications, trajectory design, structures, composites, thermal, testing; 2. Provide internal coordination for access or use of NASA facilities to include: environmental testing, propulsion testing, communication systems, assembly, computing, mechanical/structures testing, flight testing; 3. Provide internal coordination for the loaning of NASA property as requested by the Partner; 4. Provide internal coordination for the transfer or usage of software as requested by the Partner in accordance with Article 9H3d of this SAA; 5. Provide, upon request and subject to NASA’s software release requirements and approval, a separate Software Usage Agreement for NASA software that permits the commercialization of any derivative works developed by partner under this agreement; 6. Participate in technical reviews as coordinated with the Partner; 7. Consider and provide appropriate representation in Partner business functions as requested and coordinated by the Partner; 8. Participate in Lunar CATALYST Community Forums; 9. Participate in Lunar CATALYST annual reviews that assess Partner progress against agreed-to technical and financial milestones, result in a decision of whether to proceed to the next annual review, and coordinate a detailed review of NASA in-kind contributions for the next fiscal year. B. Partner will use reasonable efforts to: 1. Provide regular status of the Partner's progress in developing the proposed lunar lander capability, including but not limited to status in achieving the milestones documented in Article 4; 2. Maintain coordination with NASA of requested subject matter experts in the categories listed in Article 3A; 3. Maintain coordination with NASA for requested access or use of facility types listed in Article 3A; 4. Maintain coordination with NASA for requested loans of NASA property; 5. Maintain coordination with NASA for requested transfer or usage of software in accordance with Article 9H3d of this SAA; 6. Identify and coordinate technical reviews for which NASA participation is requested; 7. Identify and coordinate company business functions where NASA representation is requested; 8. Participate in Lunar CATALYST Community Forums; 9. Provide a Lunar CATALYST annual review that provides an assessment of the Partner’s progress against agreed-to technical and financial milestones. If the NASA decision is to proceed to the next annual review, the partner participates in a detailed review with NASA of requested in-kind contributions for the next fiscal year. Page 2 of 17 SAAM ID# 18251 ARTICLE 4. SCHEDULE AND MILESTONES New milestones have been established for this amended version of the Space Act Agreement, and these shall replace the uncompleted milestones from the original SAA. Completed Milestones from the original SAA: Milestone 1: Kickoff Meeting Completed September 2014 Success criterion: clearance of action items from Kickoff meeting Milestone 2: Financial Milestone 1 Completed Moon Express will close its Series B Investment Round and will September 2014 have raised the dollar amount indicated in the Lunar CATALYST proposal’s Funding Plan for purposes of funding the design and build of the first test article (MTV-1). Success criterion: Successful Series B Closing reaching threshold needed for all bridge notes to convert to equity. Milestone 3: Financial Milestone 2 Completed Moon Express will open its Series C Investment Round in accordance January 2015 with the Lunar CATALYST proposal’s Funding Plan. Success criterion: Series C round opened/SEC filings submitted Milestone 4: MTV-1 Test Readiness Review (TRR) Completed November 2014 Success criterion: All conditions for test readiness are met Milestone 5: Component radiation testing TRR Completed September 2017 Success criterion: NASA approval to proceed to component radiation testing Milestone 6: MX-1 System design review Completed September 2015 Success criterion: Resolution of all Requests For Action (RFA) Milestone 10: Financial Milestone 3 Completed Moon Express will close its Series C Investment Round and will March 2017 have raised the dollar amount indicated in the Lunar CATALYST proposal’s Funding Plan for purposes of completing build and integration of MX-1 spacecraft. Success criterion: Successful Series C Closing reaching threshold needed for all bridge notes to convert to equity Page 3 of 17 SAAM ID# 18251 New/Updated Milestones: The planned major milestones for the activities defined in the "Responsibilities" Article are as follows. References to Expeditions indicate particular missions that may use any of several vehicle architectures or designs. Milestone 7: Bi-Propellant Engine Vacuum Tests December 2017 Success criterion: Complete a bi-propellant engine test in a relevant vacuum as evidenced by test completion and a summary of the results Milestone 8: Expedition One Vehicle Manufacturing Readiness December 2017 Review Success criterion: Completion of MRRs required to procure vehicle components as approved by executive management and evidenced by a summary of the reviews and any major findings Milestone 9: Expedition One Spacecraft Structural Tests January 2018 Success criterion: Completion of the structural tests planned for the Expedition One vehicle as evidenced by test completion and a documented summary of the results Milestone 11: Expedition One Avionics Integration Tests February 2018 Success criterion: Completion of the avionics tests planned for the Expedition One vehicle as evidenced by test completion and a documented summary of the results Milestone 12: Expedition One Spacecraft Thermal Vacuum Tests February 2018 Success Criterion: Completion of the TVAC tests planned for the Expedition One vehicle as evidenced by test completion and a documented summary of the results Milestone 13: Expedition One Launch Readiness Review May 2018 Success Criterion: Review and resolution of vehicle and infrastructure readiness for launch Expedition One Page 4 of 17 SAAM ID# 18251 Milestone 14: Financial Milestone 4 May 2018 Moon Express will have achieved sufficient funding from all sources to enable the launch of Expedition One. Success criterion: Revenues banked or contracted plus mission indemnity and funding reserves that are sufficient for mission cost recovery on at least a break-even basis as evidenced by a summary certification of the financial resources