Amendment No.2 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of June 25, 2018

Exhibit 10.39

CERTAIN IMMATERIAL PROVISIONS OF THIS DOCUMENT THAT WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED (INDICATED BY AN ASTERISK [***]) HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF THE UNREDACTED DOCUMENT WILL BE FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

AMENDMENT NO.2 TO

THE DESIGN AND DEVELOPMENT AGREEMENT (STEP 2)

This Amendment No.2 to the Design and Development Agreement (Step2) (“Amendment”) is entered into as of the date of last signature below (“Amendment Effective Date”) by and between HAPS Mobile Inc. (“HAPSMobile”) and AeroVironment, Inc. (“AV”) to amend the Design and Development Agreement (Step2) (the “DDA”) made as of December 27, 2017, and amended by Amendment No.1 as of March 30, 2018, between HAPSMobile and AV..

Background

The Parties wished to raise a change of schedule for [***] on Attachment H to the DDA (the “Change”) following the Change Control procedures set forth in Article 2.4 and 3.4 of, and Attachment G to the DDA and agreed to classify the Change as Class II Change and no cost impacting Control. Therefore, to formalize and reflect the Changes, the Parties hereby agree with the amendments to the DDA as follows:

Amendment

1.    Table entry line number 2 and 3 (not counting the header line) of Section 2. ”Document Deliverables” of Attachment A (DELIVERABLES) to the DDA is hereby amended as follows:

2.    Section 2  [***] Mile Stone Date of Attachment H  (PROJECT MILESTONE) to the DDA is hereby amended as follows:

3.    All other terms and conditions not specifically modified or amended herein remain in full force and effect as provided for in the DDA and the amendment No.1 to DDA. Hereby the Parties expressly confirm that no change applies to the Incurred Cost forth in ATTACHMENT F  despite of the Change. Capitalized terms, unless otherwise defined herein, shall have the meaning set forth in the DDA or the amendment No.1. This Amendment may only be modified or amended by a written document executed by the parties hereto.

IN WITNESS WHEREOF the Parties hereto have signed and executed this Amendment on the date(s) below.