Attachment Narrative

This document pretains to SAT-ASG-20190930-00102 for Assignment on a Satellite Space Stations filing.

IBFS_SATASG2019093000102_1933339

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) Application of Planet Labs Inc. ) File No. ___ for Pro Forma Assignment of Licenses ) ) APPLICATION FOR PRO FORMA ASSIGNMENT OF LICENSES Planet Labs Inc. (“Planet”) hereby requests authority from the Federal Communications Commission (“Commission”) for the pro forma assignment to Planet of the licenses held by Terra Bella Technologies Inc. (“Terra Bella”).1 Terra Bella is an indirect, wholly-owned subsidiary of Planet,2 and accordingly, the assignment is pro forma in nature. Approval of the assignment will facilitate internal corporate restructuring. Approval of the proposed pro forma assignment application “does not require a waiver of, or a declaratory ruling pertaining to, any applicable Commission rule.”3 The parties certify that “the proposed . . . assignment is pro forma” and “together with all previous pro forma transactions, [the proposed assignment] would not result in a change in the actual controlling party.”4 Accordingly, the pro forma assignment application for the earth station licenses should “be deemed granted one business day after filing.”5 1 A list of Terra Bella’s licenses is attached in Exhibit A. 2 See, e.g, Application of Planet, File No. SAT-T/C-20170215-00018, at Appendix (granted Apr. 10, 2017) (providing the post-acquisition ownership chart for Terra Bella). 3 See 47 C.F.R. § 25.119(i)(1). 4 See 47 C.F.R. § 25.119(i)(2). Attached as Exhibit B is an exhibit reflecting the updated ownership of Planet. 5 See 47 C.F.R. § 25.119(i).

Respectfully submitted, /s/ Adonica Wada Tony Lin Adonica Wada Hogan Lovells US LLP Vice President, Regulatory Affairs & 555 13th Street, NW Compliance Washington, DC 20004 Planet Labs Inc. Counsel for Planet Labs Inc. 645 Harrison Street, Floor 4 San Francisco, CA 94107 Dated: September 27, 2019 2

EXHIBIT A Licenses held by Terra Bella Technologies Inc. Call Sign S2862 E120025

EXHIBIT B Updated Ownership Information for Planet Labs Inc. 2

OWNERSHIP EXHIBIT Planet is a privately held corporation. As of September 17, 2019, the following individuals or corporations hold a 10 percent or more equity and/or voting interest in Planet: Draper Fisher Jurvetson funds (see below) 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 ~12.39% equity interest on a fully-diluted basis (~14.77% on a non-diluted basis) Google LLC (Delaware corporation) 1600 Amphitheatre Parkway Mountain View, CA 94043 ~13.81% equity interest on a fully-diluted basis (~16.45% on a non-diluted basis) William S. Marshall (United Kingdom citizen; U.S. permanent resident) 645 Harrison St, Floor 4 San Francisco, CA 94107 ~29.92% voting interest Robert H. Schingler Jr. (United States citizen) 645 Harrison St, Floor 4 San Francisco, CA 94107 ~29.92% voting interest

Officers The address for all officers of Planet is 645 Harrison St, Fl 4, San Francisco, CA 94107. Name Title William S. Marshall Chief Executive Officer Laura Malinasky Secretary Robert H. Schingler, Jr. President Directors Name Address William S. Marshall 645 Harrison St., Fl 4 San Francisco, CA 94107 Robert H. Schingler, Jr. 645 Harrison St., Fl 4 San Francisco, CA 94107 Jo Ann Heidi Roizen 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Zachary Bogue 665 3​rd​ Street, Suite 150 San Francisco, CA 94107 Ann Mather 8025 Carmel Valley Road Carmel, CA 93923 Carl Bass 111 McInnis Parkway San Rafael, CA 94903

Draper Fisher Jurvetson (“DFJ”) is a group of venture capital investment funds led by founders, Timothy Draper, John H.N. Fisher, and Steve Jurvetson (the “DFJ Founders”). Historically, DFJ investments have focused on early-stage companies. Some of the more notable DFJ investments include Baidu (Nasdaq: BIDU), Box (NYSE: BOX), Cylance, Nervana (Intel), Skype, SolarCity (Nasdaq: SCTY), SpaceX, Tesla Motors (Nasdaq: TSLA), Twilio (NYSE: TWLO), Twitter (NYSE: TWTR), Tumblr (Yahoo!), Unity, Yammer (Microsoft), and Zoox. Six DFJ funds (the “DFJ Funds”) are investors in Planet and collectively hold a 12.39% equity interest on a fully diluted basis (the “DFJ Equity Interest”), as follows: ● Draper Fisher Jurvetson Partners X, LLC (California LLC) – 0.31% equity interest in Planet on a fully diluted basis; ● Draper Associates Riskmasters Fund II, LLC (California LLC) – 0.45% equity interest in Planet on a fully diluted basis; ● Draper Associates Riskmasters Fund III, LLC (California LLC) – 0.37% equity interest in Planet on a fully diluted basis; and ● Draper Fisher Jurvetson Fund X, L.P. (Cayman Island Limited Partnership) – 10.20% equity interest in Planet on a fully diluted basis. ● DFJ Growth III, L.P. (Delaware LLC) – 1.01% equity interest in Planet on a fully diluted basis; and ● DFJ Growth III Parallel Fund, LLC (Delaware LLC) – 0.05% equity interest in Planet on a fully diluted basis. All of the Founders and management (the “Managing Directors”) of the DFJ Funds are U.S. citizens. DFJ Founders and Managing Directors can be reached at 2882 Sand Hill Road, Suite 150, Menlo Park, CA, 94025. No other individual or entity (that is not controlled by one or more of the DFJ Founders) has control of the DFJ Funds or should be treated as having a 10% or greater voting interest in the DFJ Funds.​1 1​ Each of the DFJ Funds is either a limited liability corporation or limited partnership and does not have voting stock. Further, each member or limited partner is prohibited from, and not engaged in, active involvement in the management or operation of the applicable DFJ Fund, ​i.e​., is a passive investor.

Google LLC is wholly owned by Alphabet Inc., a publicly traded company (NASDAQ: GOOGL and GOOG). The following persons have a 10% or greater voting or equity interest in Alphabet Inc.: Name: Larry Page Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Ownership: ~42.9% of Class B common stock​2 Citizenship: United States Principal Business: CEO and Director, Alphabet Inc. Name: Sergey Brin Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Ownership: ~41.3% of Class B common stock​2 Citizenship: United States Principal Business: President and Director, Alphabet Inc. The shares held by Mr. Page and Mr. Brin together represent more than 50% of voting power. No other person or entity has a 10% or greater direct or indirect voting or equity interest in Alphabet Inc. For the Commission’s convenience, below is the list of executive officers and directors of Alphabet Inc., which is publicly available in the Alphabet Inc. Proxy Statement filed with the Securities and Exchange Commission.​2 2​ See A​ lphabet Inc., Proxy Statement, Schedule 14A (Apr. 30, 2019), https://www.sec.gov/Archives/edgar/data/1652044/000130817919000205/lgoog2019_def14a.htm

Executive Officers The address for all executive officers is 1600 Amphitheatre Parkway Mountain View, CA 94043. Name Title Larry Page CEO, Alphabet Sergey Brin President, Alphabet John L. Hennessy Chairman of the Board of Directors, Alphabet David C. Drummond SVP, Corporate Development, and Chief Legal Officer; Alphabet Sundar Pichai CEO, Google Ruth M. Porat SVP and CFO, Alphabet and Google Eric E. Schmidt Technical Advisor, Alphabet Directors Name Address Larry Page 1600 Amphitheatre Parkway Mountain View, CA 94043 Sergey Brin 1600 Amphitheatre Parkway Mountain View, CA 94043 L. John Doerr 2750 Sand Hill Road Menlo Park, CA 94025 Roger W. Ferguson, Jr. 1600 Amphitheatre Parkway Mountain View, CA 94043 Diane B. Greene 1600 Amphitheatre Parkway Mountain View, CA 94043 John L. Hennessy 1600 Amphitheatre Parkway Mountain View, CA 94043 Ann Mather 8025 Carmel Valley Road Carmel, CA 93923 (Directors continued on following page)

Alan R. Mulally 1600 Amphitheatre Parkway Mountain View, CA 94043 K. Ram Shriram 2725 Sand Hill Road, Suite 120 Menlo Park, CA 94025 Sundar Pichai 1600 Amphitheatre Parkway Mountain View, CA 94043 Eric E. Schmidt 1600 Amphitheatre Parkway Mountain View, CA 94043 Robin L. Washington 1600 Amphitheatre Parkway Mountain View, CA 94043


Document Created: 2019-09-30 14:26:33
Document Modified: 2019-09-30 14:26:33
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