Orbimage Inc Sample Contracts

ARTICLE 2. VOTING AGREEMENT
Stockholders Agreement • June 18th, 1998 • Orbital Imaging Corp • Communications services, nec • Delaware
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1 EXHIBIT 10.3 AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT This Amended and Restated Administrative Services Agreement is made and entered into this December 31, 1997, by and between Orbital Imaging Corporation, a Delaware corporation...
Administrative Services Agreement • June 18th, 1998 • Orbital Imaging Corp • Communications services, nec
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AND
Orbital Imaging Corp • April 7th, 1998 • New York
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RECITALS:
Stock Purchase Agreement • November 15th, 1999 • Orbital Imaging Corp • Communications services, nec • New York
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1 EXHIBIT 10.13 ORBITAL IMAGING CORPORATION 11 5/8% SENIOR NOTES DUE 2005 PURCHASE AGREEMENT APRIL 19, 1999 BEAR, STEARNS & CO. INC.
Orbital Imaging Corp • May 17th, 1999 • Communications services, nec
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11 5/8% SENIOR NOTES DUE 2005 WITH WARRANTS
Purchase Agreement • June 18th, 1998 • Orbital Imaging Corp • Communications services, nec
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AMENDMENT NO. 2 TO RADARSAT-2 LICENSE AGREEMENT This Amendment No. 2 to RadarSat-2 Master Agreement is entered into as of October 26, 1999 by and among ORBITAL SCIENCES CORPORATION, a Delaware corporation ("Orbital"), its wholly owned subsidiary,...
License Agreement • November 15th, 1999 • Orbital Imaging Corp • Communications services, nec
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Exhibit 10.9 __________________________________________________________________ __________________________________________________________________ 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES AWARD/CONTRACT UNDER DPAS 115 CFR 3501 DO-C9 1 44...
Supplemental Agreement • July 24th, 1998 • Orbital Imaging Corp • Communications services, nec
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BY AND AMONG
Registration Rights Agreement • April 7th, 1998 • Orbital Imaging Corp • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 12th, 2010 • GeoEye, Inc. • Communications services, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated October 9, 2009 (the “Agreement”) is entered into by and among GeoEye Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities LLC, Jefferies & Company, Inc., Deutsche Bank Securities Inc., Canaccord Adams Inc., Dougherty & Company LLC and SMH Capital Inc. (collectively, the “Initial Purchasers”).

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1 EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, 1999
Registration Rights Agreement • May 17th, 1999 • Orbital Imaging Corp • Communications services, nec • New York
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ORBIMAGE INC. and
Warrant Agreement • March 21st, 2005 • Orbimage Inc • Communications services, nec • Delaware
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1 Exhibit 4.8 ORBITAL IMAGING CORPORATION SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK AMENDED AND RESTATED STOCK PURCHASE AGREEMENT DATED FEBRUARY 25, 1998 2 TABLE OF CONTENTS
Stock Purchase Agreement • June 18th, 1998 • Orbital Imaging Corp • Communications services, nec • New York
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AND
Warrant Agreement • April 7th, 1998 • Orbital Imaging Corp • New York
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GEOEYE, INC. and Mellon Investor Services LLC as Rights Agent Rights Agreement Dated as of June 8, 2011
Rights Agreement • June 10th, 2011 • GeoEye, Inc. • Communications services, nec • Delaware

Any person who desires to effect an acquisition of Common Stock that would, if consummated, result in such person beneficially owning 19.99% or more of the then outstanding Common Stock or any Existing Holder who desires to effect an acquisition of additional Common Stock may, prior to acquiring the Common Stock, request that the Board of Directors grant an exemption covering the proposed acquisition. Any exemption granted by the Board of Directors (or a committee thereof) may be granted in whole or in part, and may be subject to limitations or conditions the Board of Directors (or a committee thereof) determines necessary or desirable to provide for the protection of the Company’s stockholders. The exemption request must include (i) the name and address of the requesting person, (ii) the number and percentage of shares of Common Stock beneficially owned by the requesting person and (iii) a reasonably detailed description of the transaction by which the requesting person would propose

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AMENDMENT NO. 3 TO ORBIMAGE GROUND STATIONS CONTRACT CONTRACT NO. OGS-99-02-01
Orbital Imaging Corp • November 15th, 1999 • Communications services, nec
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REGISTRATION RIGHTS AGREEMENT Dated as of June 29, 2005 Among ORBIMAGE HOLDINGS, INC., as Issuer, and THE INITIAL PURCHASERS NAMED HEREIN Senior Secured Floating Rate Notes due 2012
Registration Rights Agreement • July 1st, 2005 • Orbimage Inc • Communications services, nec • New York

This Registration Rights Agreement (this “Agreement”) is dated as of June 29, 2005, among ORBIMAGE HOLDINGS, INC., a Delaware corporation (the “Issuer”), and the Initial Purchasers named herein, as initial purchasers (the “Initial Purchasers”).

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VOTING AGREEMENT
Voting Agreement • July 23rd, 2012 • GeoEye, Inc. • Communications services, nec • Delaware

This VOTING AGREEMENT, dated as of July 22, 2012 (this “Agreement”), is by and between GeoEye, Inc., a Delaware corporation (“GeoEye”), and General Howell M. Estes III (the “Stockholder”).

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DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • December 17th, 2007 • GeoEye, Inc. • Communications services, nec • Delaware

This Indemnification Agreement, dated as of January 1, 2008, is made and entered into by and between GeoEye, Inc. (the “Corporation”) and Michael Horn (the “Director”).

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RECITALS
Orbimage System Procurement Agreement • August 11th, 2000 • Orbital Imaging Corp • Communications services, nec
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GEOEYE, INC. as Issuer The Subsidiary Guarantors named on the signature pages hereto 8.625% Senior Secured Notes due 2016
Indenture • October 12th, 2010 • GeoEye, Inc. • Communications services, nec • New York

THIS INDENTURE dated as of October 8, 2010 among GEOEYE, INC., a corporation organized under the laws of the State of Delaware (the “Issuer”), the Subsidiary Guarantors (as defined herein) listed in the signature pages hereto and WILMINGTON TRUST FSB, as trustee (the “Trustee”) and as collateral trustee (the “Collateral Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 16th, 2009 • GeoEye, Inc. • Communications services, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated October 9, 2009 (the “Agreement”) is entered into by and among GeoEye Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities LLC, Jefferies & Company, Inc., Deutsche Bank Securities Inc., Canaccord Adams Inc., Dougherty & Company LLC and SMH Capital Inc. (collectively, the “Initial Purchasers”).

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FIRST AMENDMENT TO ORBIMAGE DISTRIBUTION AGREEMENT
Orbimage Distribution Agreement • June 4th, 1999 • Orbital Imaging Corp • Communications services, nec • Virginia
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AMENDED AND RESTATED DISTRIBUTOR LICENSE AGREEMENT BETWEEN ORBITAL IMAGING CORPORATION AND SAMSUNG AEROSPACE INDUSTRIES, LTD.
Distributor License Agreement • July 24th, 1998 • Orbital Imaging Corp • Communications services, nec • New York
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GEOEYE, INC. as Issuer The Subsidiary Guarantors named on the signature pages hereto 9.625% Senior Secured Notes due 2015 INDENTURE Dated as of October 9, 2009 THE BANK OF NEW YORK MELLON, as Trustee and as Collateral Agent
Indenture • March 12th, 2010 • GeoEye, Inc. • Communications services, nec • New York

THIS INDENTURE dated as of October 9, 2009 among GEOEYE, INC., a corporation organized under the laws of the State of Delaware (the “Issuer”), the Subsidiary Guarantors (as defined herein) listed in the signature pages hereto and THE BANK OF NEW YORK MELLON, as trustee and as collateral agent.

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 30th, 2012 • GeoEye, Inc. • Communications services, nec

AMENDMENT NO. 1 (this “Amendment”) dated as of August 30, 2012 to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 22, 2012, by and among DigitalGlobe, Inc., a Delaware corporation (“DigitalGlobe”), 20/20 Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), WorldView, LLC, a Delaware limited liability company (“Merger Sub 2”), and GeoEye, Inc., a Delaware corporation (“GeoEye”).

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AMENDED AND RESTATED DISTRIBUTOR LICENSE AGREEMENT AMONG ORBITAL IMAGING CORPORATION, SAMSUNG AEROSPACE INDUSTRIES, LTD. AND KOREA AEROSPACE INDUSTRIES, LTD.
Distributor License Agreement • January 11th, 2005 • Orbimage Inc • Communications services, nec • New York

This Amended and Restated Distributor License Agreement (the “Agreement”) is made and entered with effect as of September 1, 2000, among Orbital Imaging Corporation (“ORBIMAGE”), whose principal place of business is 21700 Atlantic Boulevard, Dulles, Virginia, 20166, USA, Samsung Aerospace Industries, Ltd. (“Samsung”), whose principal place of business is 141, Samsung-Dong, Kangnam-Ku, Seoul, Korea, and Korea Aerospace Industries, Ltd. (“Licensee”), whose principal place of business is 463, 3Ka, Chungjeong-Rd, Seodaemun-ku, Seoul 120-709 Korea.

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125,000,000 GEOEYE, INC. Underwriting Agreement
GeoEye, Inc. • October 12th, 2010 • Communications services, nec • New York

GeoEye, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $125,000,000 aggregate principal amount of its 8.625% Senior Secured Notes due 2016 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 8, 2010 (the “Indenture”) among the Company, the guarantors party to this Agreement (the “Guarantors”) and Wilmington Trust FSB, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”), and will be guaranteed on a senior secured basis by each of the Guarantors (the “Guarantees”).

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BY AND AMONG
Warrant Registration Rights Agreement • April 7th, 1998 • Orbital Imaging Corp • New York
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ORBIMAGE INC. 2003 EMPLOYEE STOCK INCENTIVE PLAN EXECUTIVE RESTRICTED STOCK AGREEMENT
Executive Restricted Stock Agreement • September 13th, 2004 • Orbimage Inc • Communications services, nec

This grant is an award of Stock in the number of shares set forth on the cover sheet, at the purchase price set forth on the cover sheet, and subject to the vesting conditions described below (“Restricted Stock”). To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process; provided, however, that the Restricted Stock may be transferred in accordance with the section below labeled “Family Transfers.”

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AGREEMENT AND PLAN OF MERGER Dated as of July 22, 2012, by and among DigitalGlobe, Inc., 20/20 Acquisition Sub, Inc., WorldView, LLC, and GeoEye, Inc.
Agreement and Plan of Merger • July 23rd, 2012 • GeoEye, Inc. • Communications services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 22, 2012, by and among DigitalGlobe, Inc., a Delaware corporation (“DigitalGlobe”), 20/20 Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), WorldView, LLC, a Delaware limited liability company (“Merger Sub 2”), and GeoEye, Inc., a Delaware corporation (“GeoEye”).

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RECITALS
Stock Purchase Agreement • May 12th, 2000 • Orbital Imaging Corp • Communications services, nec
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2- 3 3. SECURITY FOR OBLIGATIONS. This Pledge Agreement and the Collateral secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the Obligations.
Pledge Agreement • April 7th, 1998 • Orbital Imaging Corp • New York
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ARTICLE I DEFINITIONS
Noncompetition and Teaming Agreement • June 18th, 1998 • Orbital Imaging Corp • Communications services, nec • New York
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STOCK SUBSCRIPTION WARRANT To Purchase Common Stock of ORBIMAGE Inc.
Orbimage Inc • September 13th, 2004 • Communications services, nec • Delaware

THIS CERTIFIES THAT for value received, , or its registered assigns (hereinafter called “Holder”), is entitled to purchase from ORBIMAGE Inc., a Delaware corporation (“Company”), at any time during the Term of this Warrant, shares of common stock, $0.01 par value, of Company (the “Common Stock”), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained. This Warrant may be exercised in whole or in part.

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