INDEMNIFICATION AGREEMENTIndemnification Agreement • October 3rd, 2013 • Digitalglobe, Inc. • Communications services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2013 by and between DigitalGlobe, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
CREDIT AND GUARANTY AGREEMENT dated as of January 31, 2013 among DIGITALGLOBE, INC., The GUARANTORS Referred to Herein The LENDERS Referred to Herein MORGAN STANLEY SENIOR FUNDING, INC. J.P. MORGAN SECURITIES LLC THE BANK OF TOKYO- MITSUBISHI UFJ,...Credit and Guaranty Agreement • January 31st, 2013 • Digitalglobe, Inc. • Communications services, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of January 31, 2013, is entered into by and among DIGITALGLOBE, INC., a Delaware corporation (“Borrower”), the GUARANTORS from time to time party hereto, the Lenders from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
DIGITALGLOBE, INC. 2007 EMPLOYEE STOCK OPTION PLANAward Agreement • July 28th, 2016 • Digitalglobe, Inc. • Communications services, nec • Colorado
You are hereby awarded the following grant of performance share units (the “PSUs”) with respect to the common stock of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Performance Share Unit Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your electronic execution of this Award Agreement.
CREDIT AND GUARANTY AGREEMENT dated as of December 22, 2016 among DIGITALGLOBE, INC., The GUARANTORS Referred to Herein The LENDERS Referred to Herein and BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, an Issuing Bank and Swing Line LenderCredit and Guaranty Agreement • December 23rd, 2016 • Digitalglobe, Inc. • Communications services, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 22, 2016, is entered into by and among DIGITALGLOBE, INC., a Delaware corporation (“Borrower”), the GUARANTORS from time to time party hereto, the Lenders from time to time party hereto, and BARCLAYS BANK PLC, as administrative agent (together with its permitted successors in such capacity, “Administrative Agent”) and as collateral agent (together with its permitted successor in such capacity, “Collateral Agent”).
VOTING AGREEMENTVoting Agreement • July 23rd, 2012 • Digitalglobe Inc • Communications services, nec • Delaware
This VOTING AGREEMENT, dated as of July 22, 2012 (this “Agreement”), is by and between DigitalGlobe, Inc., a Delaware corporation (“DigitalGlobe”), and Lt. General James A. Abrahamson, USAF (Ret.) (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2009 • Digitalglobe Inc • Communications services, nec • Colorado
This Employment Agreement (the “Agreement”) is made and entered into by and between Yancey L. Spruill (the “Executive”) and DigitalGlobe, Inc., a Delaware corporation (the “Company”), effective as of June 1, 2008 (the “Effective Date”).
] SHARES DIGITALGLOBE, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTDigitalglobe Inc • May 6th, 2009 • Communications services, nec • New York
6,000,877 SHARES DIGITALGLOBE, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2010 • Digitalglobe Inc • Communications services, nec • New York
This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there by any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
DIGITALGLOBE, INC. as Issuer the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of April 28, 2009 10.50% Senior Secured Notes Due 2014Indenture • May 6th, 2009 • Digitalglobe Inc • Communications services, nec • New York
INDENTURE, dated as of April 28, 2009 among DIGITALGLOBE, INC., a Delaware corporation, as the Company, the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee.
FORM OF DIGITALGLOBE, INC. 2007 EMPLOYEE STOCK OPTION PLANRestricted Share Unit Award Agreement • October 31st, 2013 • Digitalglobe, Inc. • Communications services, nec • Colorado
You are hereby awarded the following grant of restricted share units (“RSUs” or the “Award”) with respect to the common stock of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (the “Award Agreement”) and in the amended and restated DigitalGlobe, Inc. 2007 Employee Stock Option Plan (as amended, modified or supplemented, the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your timely electronic acceptance of this Award Agreement.
SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • October 5th, 2011 • Digitalglobe Inc • Communications services, nec • Colorado
This Severance Protection Agreement (the “Agreement”) is made and entered into by and between Timothy Hascall (the “Employee”) and DigitalGlobe, Inc., a Delaware corporation (the “Company”), effective as of September 30, 2011.
DIGITALGLOBE, INC. 2007 EMPLOYEE STOCK PLAN Stock Option Award Agreement ____________________________Stock Option Award Agreement • February 28th, 2011 • Digitalglobe Inc • Communications services, nec • Colorado
You are hereby awarded the following stock option (the “Option”) to purchase Shares of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). This Option may not be exercised until you have read this Agreement and electronically accepted the award by pushing “Accept”.
DIGITALGLOBE, INC. Nonqualified Stock Option Award AgreementNonqualified Stock Option Award Agreement • March 12th, 2012 • Digitalglobe Inc • Communications services, nec • Colorado
You have been awarded a nonqualified stock option (the “Option”) to purchase Shares of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option. This Award is conditioned on your electronic execution of this Award Agreement.
DIGITALGLOBE, INC. 2007 EMPLOYEE STOCK PLAN Stock Option Award AgreementStock Option Award Agreement • February 28th, 2011 • Digitalglobe Inc • Communications services, nec • Colorado
You are hereby awarded the following stock option (the “Option”) to purchase Shares of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). This Option may not be exercised until you have read this Agreement and electronically accepted the award by pushing “Accept”.
DIGITALGLOBE, INC. as Issuer the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of January 31, 2013 5.25% Senior Notes Due 2021Supplemental Indenture • January 31st, 2013 • Digitalglobe, Inc. • Communications services, nec • New York
INDENTURE, dated as of January 31, 2013 among DIGITALGLOBE, INC., a Delaware corporation (the “Company”), the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2012 • Digitalglobe, 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”).
Contract for Engineering Services between Earthwatch Incorporated and Ball Aerospace & Technologies Corporation Contract #9602-0117 Earthwatch Incorporated: “An Imaging and Information Company”Engineering Services • March 5th, 2009 • Digitalglobe Inc • Communications services, nec • Colorado
This Contract is entered into this 1st day of March, 1996, by and between Earthwatch, Incorporated, a corporation organized and existing under the laws of the State of Delaware, having an office at 1900 Pike Road, Longmont, Colorado, 80501, (hereinafter referred to as “Earthwatch”), and Ball Aerospace and Technologies Corporation, a corporation organized and existing under the laws of the State of Delaware, having an office at 10 Longs Peak Drive, Broomfield, Colorado, 80021 (hereinafter referred to as “BATC”).
DIGITALGLOBE, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • March 12th, 2012 • Digitalglobe Inc • Communications services, nec • Colorado
You are hereby awarded the following grant of common stock (the “Grant”) of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Restricted Stock Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your electronic execution of this Award Agreement.
DIGITALGLOBE, INC. Investor AgreementInvestor Agreement • February 28th, 2011 • Digitalglobe Inc • Communications services, nec • New York
This Investor Agreement (this “Agreement”) is made as of April 28, 2009, between DigitalGlobe, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, a Delaware corporation (including its successors or permitted assigns, the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 5 hereof.
WorldView 3 Satellite Purchase Agreement # 60150 By and Between DigitalGlobe, Inc. and Ball Aerospace & Technologies Corp.Purchase Agreement • May 24th, 2011 • Digitalglobe Inc • Communications services, nec • Colorado
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 • Digitalglobe 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”).
DIGITALGLOBE, INC. Incentive Stock Option Award AgreementIncentive Stock Option Award Agreement • March 12th, 2012 • Digitalglobe Inc • Communications services, nec • Colorado
You have been awarded an incentive stock option (the “Option”) to purchase Shares of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option. This Award is conditioned on your electronic execution of this Award Agreement.
DIGITALGLOBE, INC. 2007 EMPLOYEE STOCK PLAN Restricted Stock Award Agreement Award No. _____Restricted Stock Award Agreement • February 28th, 2011 • Digitalglobe Inc • Communications services, nec • Colorado
You are hereby awarded the following grant of common stock (the “Grant”) of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Restricted Stock Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your execution of this Award Agreement and returning a signed copy to the Company’s HR Department.
FORM OF DIGITALGLOBE, INC. 2007 EMPLOYEE STOCK OPTION PLANPerformance Share Unit Award Agreement • October 31st, 2013 • Digitalglobe, Inc. • Communications services, nec • Colorado
You are hereby awarded the following grant of performance share units (the “PSUs”) with respect to the common stock of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Performance Share Unit Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your electronic execution of this Award Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2014 • Digitalglobe, Inc. • Communications services, nec • Colorado
This Employment Agreement (the “Agreement”) is made and entered into by and between Jeffrey R. Tarr (the “Executive”) and DigitalGlobe, Inc., a Delaware corporation (the “Company”), effective as of July 23, 2014 (the “Effective Date”).
CERBERUS AGREEMENTRegistration Rights Agreement • July 23rd, 2012 • Digitalglobe Inc • Communications services, nec • Delaware
This AGREEMENT, dated as of July 22, 2012 (this "Agreement"), is by and among DigitalGlobe, Inc., a Delaware corporation ("DigitalGlobe"), Cerberus Capital Management, L.P., a New York limited partnership ("Cerberus"), Cerberus Partners II, L.P., a Delaware limited partnership ("Cerberus Partners II"), Cerberus Series Four Holdings, LLC, a Delaware limited liability company ("Cerberus Series Four Holdings"), and Cerberus Satellite LLC, a Delaware limited liability company ("Cerberus Satellite" and, together with Cerberus, Cerberus Partners II and Cerberus Series Four Holdings, the "Cerberus Parties" and, together with Cerberus Partners II and Cerberus Series Four Holdings, the "Stockholders").
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Amendment No. 9 To the WorldView3 Satellite Purchase Agreement #60150Digitalglobe, Inc. • May 7th, 2013 • Communications services, nec
This Amendment No. 9 (“Amendment”) to WorldView 3 Satellite Purchase Agreement #60150 (the “Agreement”) is entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and Ball Aerospace & Technologies Corp., a Delaware corporation with its principal offices located at 1600 Commerce Street, Boulder, CO 80301 (“BATC”). As used in this Agreement, “Party” means either DigitalGlobe or BATC, as appropriate, and “Parties” means DigitalGlobe and BATC.
SEVERANCE, CONFIDENTIALITY AND NON-COMPETE AGREEMENTSeverance, Confidentiality and Non-Compete Agreement • April 14th, 2008 • Digitalglobe Inc • New York
This SEVERANCE, CONFIDENTIALITY AND NON-COMPETE AGREEMENT (this “Agreement”) is entered into as of this 17th day of October, 2005 (the “Effective Date”), by and among DigitalGlobe, Inc. a Delaware corporation (the “Company”) and Walter Scott, Executive Vice President, Chief Technical Officer and NextView Program Manager (the “Executive”).
Amendment No. 12Digitalglobe, Inc. • April 30th, 2015 • Communications services, nec
This Amendment No. 12 (“Amendment”) to the WorldView3 Satellite Purchase Agreement #60150 (the “Agreement”) is entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and Ball Aerospace & Technologies Corp., a Delaware corporation with its principal offices located at 1600 Commerce Street, Boulder, CO 80301 ("BATC"). As used in this Agreement, "Party" means either DigitalGlobe or BATC, as appropriate, and "Parties" means DigitalGlobe and BATC.
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • February 28th, 2011 • Digitalglobe Inc • Communications services, nec
This First Amendment to Office Lease (this “First Amendment”) is made and entered into by and between K/B FUND IV, a Delaware general partnership (“Landlord”), and DIGITALGLOBE, INC., a Delaware corporation (“Tenant”), dated effective as of September 10, 2004 (the “Effective Date”).
Amendment No. 6 To the WorldView 3 Satellite Purchase Agreement #60150Digitalglobe Inc • May 1st, 2012 • Communications services, nec
FORM OF DIGITALGLOBE, INC. 2007 EMPLOYEE STOCK PLAN Restricted Stock Award Agreement Award No. ____Digitalglobe Inc • October 29th, 2010 • Communications services, nec • Colorado
You are hereby awarded the following grant of common stock (the “Grant”) of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Restricted Stock Award Agreement (the “Award Agreement”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your execution of this Award Agreement and returning a signed copy to the Company’s HR Department.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONDigitalglobe, Inc. • January 22nd, 2013 • Communications services, nec
DigitalGlobe, Inc., or DigitalGlobe or we, 20/20 Acquisition Sub, Inc., or Acquisition Sub, a direct wholly owned subsidiary of DigitalGlobe, WorldView, LLC, or WorldView Sub, a direct wholly owned subsidiary of DigitalGlobe, and GeoEye, Inc., or GeoEye, entered into an agreement and plan of merger on July 22, 2012, as amended on August 30, 2012, the “merger agreement,” pursuant to which, subject to certain customary closing conditions, DigitalGlobe and GeoEye will combine their businesses through the merger of Acquisition Sub with and into GeoEye, with GeoEye being the surviving entity and thereupon becoming a wholly owned subsidiary of DigitalGlobe. Immediately thereafter and pursuant to the merger agreement, GeoEye will merge with and into WorldView Sub, with WorldView Sub being the surviving entity. WorldView Sub will then be renamed GeoEye, LLC, and will be a direct wholly owned subsidiary of DigitalGlobe. We refer to the transactions contemplated by the merger agreement, collecti
DIRECT ACCESS FACILITY PURCHASE AGREEMENT Between DigitalGlobe, Inc. And Hitachi Software Engineering Co., Ltd. March 23, 2007 Contract No. 12857Direct Access Facility Purchase Agreement • April 14th, 2008 • Digitalglobe Inc • New York
This Agreement (“DAF Purchase Agreement”) is entered into as of March 23, 2007, between DigitalGlobe, Inc., a corporation organized under the laws of the State of Delaware, U.S.A., located at 1601 Dry Creek Drive, Longmont, Colorado 80503, U.S.A. (“DigitalGlobe”), and Hitachi Software Engineering Co., Ltd., an entity organized under the laws of Japan, located at 4-12-7-Higashi-Shinagawa, Shinagawa-Ku, Tokyo, 140-0002, Japan (the “Customer”).
AGREEMENT AND PLAN OF MERGER by and among MACDONALD, DETTWILER AND ASSOCIATES LTD. SSL MDA HOLDINGS, INC. MERLIN MERGER SUB, INC. and DIGITALGLOBE, INC. dated as of February 24, 2017Agreement and Plan of Merger • February 24th, 2017 • Digitalglobe, Inc. • Communications services, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 24, 2017, by and among DigitalGlobe, Inc., a Delaware corporation (the “Company”), MacDonald, Dettwiler and Associates Ltd., a corporation organized under the laws of British Columbia (“Parent”), SSL MDA Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merlin Holdco”) and Merlin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Merlin Holdco (“Merger Sub”) (each of which entity is a “Party”, and collectively such entities are the “Parties”).
