exv10w7





Exhibit 10.7



EXECUTION COPY




STOCKHOLDERS’ AGREEMENT




by and among




DIGITALGLOBE, INC.,

MORGAN STANLEY & CO., INCORPORATED,

AMERICAN HIGH-INCOME TRUST,

AMERICAN VARIABLE INSURANCE SERIES ASSET ALLOCATION FUND,

AMERICAN VARIABLE INSURANCE SERIES BOND FUND,

AMERICAN VARIABLE INSURANCE SERIES HIGH-YIELD BOND FUND,

THE BOND FUND OF AMERICA, INC.,

BALL TECHNOLOGIES HOLDINGS CORP.,

HITACHI SOFTWARE ENGINEERING CO. LTD.,

HITACHI, LTD.,

TELESPAZIO S.p.A.,

ITT INDUSTRIES, INC.

POST HIGH YIELD, LP,

POST BALANCED FUND, LP,

POST TOTAL RETURN FUND, LP,

POST OPPORTUNITY FUND, LP, ,

THE OPPORTUNITY FUND, LLC,

MW POST OPPORTUNITY OFFSHORE FUND, LTD,

MW POST PORTFOLIO FUND, LTD,

DB DISTRESSED OPPORTUNITIES FUND, LTD,

DB DISTRESSED OPPORTUNITIES FUND, LP,

SPRUGOS INVESTMENTS IV, LLC,

SPHINX DISTRESSED FUND, SPC,

SOUTH DAKOTA INVESTMENT COUNCIL,

MW POST SPECIAL SITUATION FUND I, LP.,

DICKSTEIN & CO., LP,

DICKSTEIN INTERNATIONAL LTD, and

THE OTHER PERSONS LISTED ON THE SIGNATURE PAGES HERETO

(solely with respect to Articles II, III, IV and VI)




Dated as of July 9, 2003




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.1

	 	Definitions
	 	 	2	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	BOARD COMPOSITION	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1

	 	Composition of the Board
	 	 	6	 
	Section 2.2

	 	Committees
	 	 	6	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	TRANSFERS OF STOCK	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1

	 	Transfers
	 	 	8	 
	Section 3.2

	 	Drag-Along-Right
	 	 	8	 
	Section 3.3

	 	Legend
	 	 	9	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REGISTRATION RIGHTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1

	 	Certain Definitions
	 	 	9	 
	Section 4.2

	 	Demand Registration
	 	 	10	 
	Section 4.3

	 	Piggyback Registration
	 	 	11	 
	Section 4.4

	 	Registration Procedures
	 	 	13	 
	Section 4.5

	 	Registration Expenses
	 	 	16	 
	Section 4.6

	 	Indemnification by the Company
	 	 	16	 
	Section 4.7

	 	Indemnification by Stockholders
	 	 	17	 
	Section 4.8

	 	Conduct of Indemnification Proceedings
	 	 	17	 
	Section 4.9

	 	Contribution
	 	 	18	 
	Section 4.10

	 	Participation in Underwritten Registrations
	 	 	19	 
	Section 4.11

	 	Rule 144
	 	 	19	 
	Section 4.12

	 	Holdback Agreements
	 	 	19	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.1

	 	Representations and Warranties of the Company
	 	 	20	 
	Section 5.2

	 	MS Representations and Warranties
	 	 	21	 






ii









 






	 	 	 	 	 	 	 
	Section 5.3

	 	Ball Representations and Warranties
	 	 	21	 
	Section 5.4

	 	Hitachi Representations and Warranties
	 	 	22	 
	Section 5.5

	 	CapRe Representations and Warranties
	 	 	22	 
	Section 5.6

	 	Post Representations and Warranties
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	GENERAL PROVISIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.1

	 	License Activities
	 	 	24	 
	Section 6.2

	 	Termination
	 	 	24	 
	Section 6.3

	 	Counterparts
	 	 	24	 
	Section 6.4

	 	Governing Law
	 	 	24	 
	Section 6.5

	 	Entire Agreement
	 	 	25	 
	Section 6.6

	 	Specific Performance
	 	 	25	 
	Section 6.7

	 	Notices
	 	 	25	 
	Section 6.8

	 	Successors and Assigns
	 	 	27	 
	Section 6.9

	 	Headings
	 	 	27	 
	Section 6.10

	 	Amendments and Waivers
	 	 	27	 
	Section 6.11

	 	Interpretation Absence of Presumption
	 	 	27	 
	Section 6.12

	 	Severability
	 	 	28	 
	Section 6.13

	 	Further Assurances
	 	 	28	 







iii












 





EXECUTION COPY




          THIS STOCKHOLDERS’ AGENT (the “Agreement”), dated as of July 9, 2003, is made by and
among (i) DigitalGlobe, Inc., a Delaware corporation (the “Company”), (ii) Morgan Stanley &
Co., Incorporated, a Delaware corporation (“MS”), (iii) American High-Income Trust, a
Massachusetts business trust, American Variable Insurance Series Asset Allocation Fund, a
Massachusetts business trust, American Variable Insurance Series Bond Fund, a Massachusetts
business trust, American Variable Insurance Series High-Yield Bond Fund, a Massachusetts business
trust, and The Bond Fund of America, Inc., a Maryland corporation (the entities in this clause (ii)
collectively, “CapRe”), (iv) Ball Technologies Holdings Corp., a Colorado corporation
(“Ball”), (v) Hitachi Software Engineering Co. Ltd. and Hitachi Ltd. (collectively
“Hitachi”), (vi) Telespazio S.p.A. (“Telespazio”), (vii) ITT Industries, Inc.
(“ITT”), (viii) the Post entities listed on Exhibit A hereto (collectively,
“Post”), and (ix) the Dickstein entities listed on Exhibit B hereto (collectively
“Dickstein”), and, solely with respect to Articles II, III, IV and VI, the other Persons
listed on the signature pages hereto (such other Persons referred to as the “Other
Holders”).




RECITALS




          WHEREAS, the Company, MS, Hitachi, Ball, ITT, CapRe and the other parties listed on the
signature pages thereto are parties to a Recapitalization Agreement dated as of July 9, 2003 (the
“Recap Agreement”) setting forth the terms and conditions of the proposed recapitalization
of the Company (the “Re-capitalization”);




          WHEREAS, as part of the Recapitalization, each share of Series A Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock (and all dividends accrued thereon) shall be exchanged
for a certain number of shares of New Common Stock;




          WHEREAS, as part of the Recapitalization, all outstanding principal amounts and accrued
interest under the Senior Notes shall be exchanged for a certain number of shares of New Common
Stock;




          WHEREAS, as part of the Recapitalization, all outstanding principal amount and accrued
interest under the Secured Promissory Note shall be exchanged for a certain number of shares of New
Common Stock;




          WHEREAS, as part of the Recapitalization, all outstanding principal amounts and accrued
interest under the Unsecured Promissory Notes shall be exchanged for a certain number of shares of
New Common Stock; and




          WHEREAS, as part of the Recapitalization, a portion of the amount owed by the Company to Ball
under the Ball Credit Agreement shall be exchanged for a certain number of shares of New Common
Stock;




          WHEREAS, following consummation of the Recapitalization, each of MS, Hitachi, CapRe, Post and
Ball will own a significant percentage of the equity interests in the Company; and




 









 





          WHEREAS, it is a condition to the Recapitalization, and the parties hereto believe it to be in
their best interests, that they enter into this Agreement to provide for certain rights and
restrictions with respect to the corporate governance of the Company;




          NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as follows:




ARTICLE I




DEFINITIONS




          Section 1.1 Definitions. Capitalized terms not defined herein shall have their respective meanings specified in the Recap
Agreement. As used in this Agreement, the following terms shall have the following respective
meanings:





          (a) “1933 Act” shall mean the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.




          (b) “1934 Act” shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.




          (c) “Affiliate” shall have the meaning ascribed thereto in Rule 12b-2
promulgated under the 1934 Act, as in effect on the date hereof.




          (d) “Agreement” shall have the meaning specified in the preamble.




          (e) “Acquirer” shall have the meaning specified in Section 3.2(a).




          (f) “Ball” shall have the meaning specified in the Preamble.




          (g) “Ball Director” shall have the meaning specified in Section 2.1(b).




          (h) “Beneficially Own” shall mean, with respect to any security, having direct
or indirect “beneficial ownership” of such security, as determined pursuant to Rule 13d-3
under the 1934 Act, including without limitation pursuant to any agreement, arrangement or
understanding, whether or not in writing.




          (i) “Board” shall mean the board of directors of the Company.




          (j) “CapRe” shall have the meaning specified in the preamble.




          (k) “CEO” shall mean the Chief Executive Officer of the Company.




          (l) “Committee” shall mean a committee or subcommittee of the Board.



-2-









 






          (m) “Communications Act of 1934”, means the Communications Act of 1934, as
amended, 47 U.S.G. § 151 et seq.




          (n) “Company” shall have the meaning specified in the preamble.




          (o) “Company Sale” shall have the meaning specified in Section 3.2(a).




          (p) “Company Directors” shall have the meaning specified in Section 2.10(b).




          (q) “Demand Registration” shall have the meaning specified in Section 4.2(a).




          (r) “Demanding Stockholder” shall have the meaning specified in Section 4.2(a).




          (s) “Dickstein” shall have the meaning specified in the Preamble.




          (t) “Director” shall mean a member of the Board.




          (u) “Drag-Along Right” shall have the meaning specified in Section 3.2(a).




          (v) “Drag-Along Notice” shall have the meaning specified in Section 3.2(b).




          (w) “FCC Approval” means a determination of the Federal Communications
Commission approving of or consenting to the transfer of control of the Company to the
extent required under the terms of, or laws, rules, and regulations governing, the FCC
Licenses, without any condition materially adverse to any of the Company, MS, Ball, Hitachi,
CapRe or Post.




          (x) “FCC licenses” means the following licenses held by the Company: (1) Earth
Station Longmont, Colorado (Callsign Number E950498), FCC File Numbers
SES-MOD-19970716-00949; (2) Earth Station Fairbanks, Alaska (Callsign Number E950499), FCC
File Numbers SES-LIC-19950816-04532 and SES-MOD-19970716-00948; (3) Earth Station Longmont, Colorado (Callsign Number E000095),
FCC File Number SES-LIC-20000218-00256; and (4) Space Station “Quick Bird-2”
(Callsign Number S130), FCC File Numbers SAT-A/O-19921228-00048 and SAT-MOD-20010322-00028.




          (y) “Fully-Diluted Shares” means the number of shares of New Common Stock
issued and outstanding assuming the exercise of all out-standing options and the conversion
of any securities convertible into, shares of New Common Stock, whether or not then vested
or exercisable. When calculating the percentage of the Fully-Diluted Shares owned by a
specified Person, such Person shall be deemed to own all shares of New Common Stock
Beneficially Owned by such Person assuming the exercise



-3-









 






of all outstanding options and the
conversion of any securities convertible into, shares of New Common Stock, whether or not
then vested or exercisable.




          (z) “Hitachi” shall have the meaning specified in the preamble.




          (aa) “Hitachi Director” shall have the meaning specified in the Section 2.1(b).




          (bb) “Independent Director” means a Director who (apart from such directorship)
(i) is not a current or former officer or employee of the Company or any Affiliate of the
Company, (ii) is not a current or former director, officer or employee of the party
designating such director for election to the Board or any Affiliate of such party, (iii)
did not in either of the last two completed calendar years receive, and is not an officer,
director, employee, stockholder holding more than 10% of the voting interest of, partner or
Affiliate of any entity that in either of such entity’s two most recent fiscal years
received, more than 10% of such Person or entity’s total income from either the Company or
the party designating such Director for election to the Board.




          (cc) “Initial Public Offering” means the consummation of the first sale of shares of New Common Stock for cash by the Company, or by one or more stockholders, in an
underwritten public offering registered under the 1933 Act following the date hereof.




          (dd) “ITT” shall have the meaning specified in the Preamble.




          (ee) “Land Remote Sensing Policy Act of 1992” shall mean the Land Remote
Sensing Policy Act of 1992, as amended, 15 U.S.C. § 5501 et seq.




          (ff) “Management Committee” shall have the meaning specified in Section 2.2(a).




          (gg) “MS” shall have the meaning specified in the preamble.




          (hh) “MS Director” shall have the meaning specified in Section 2.1(b).




          (ii) “NASDAQ” means the Nasdaq National Market.




          (jj) “New Common Stock” means the Common Stock, par value $.001 per share of
the Company (“Common Stock”) to be issued as part of the Recapitalization.




          (kk) “NOAA Approval” means a determination of the National Oceanic and
Atmospheric Administration approving of or consenting to the transfer of control of the
Company to the extent required under the terms of, or laws, rules, and regulations
governing, the NOAA License, without any condition materially adverse to any of the Company,
MS, Ball, Hitachi, CapRe or Post.




          (ll) “NOAA License” means the license, as amended, to operate a private remote
sensing system in the United States held by the Company.



-4-









 






          (mm) “Non-party Holders” means those holders of shares of Existing Common Stock
which do not execute this Agreement.




          (nn) “Other Holders” shall have the meaning specified in the preamble.




          (oo) “Permitted Transferee” shall mean any transferee of shares of New Common
Stock pursuant to a transfer complying with Section 3.1.




          (pp) “Person” shall mean any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization, other form of business
or legal entity or government authority.




          (qq) “Piggyback Registration” shall have the meaning specified in Section
4.3(a).




          (rr) “Post” shall have the meaning specified in the Preamble.




          (ss) “Recap Agreement” shall have the meaning specified in the recitals.




          (tt) “Recapitalization” shall have the meaning specified in the recitals.




          (uu) “Register,” “registered” and “registration” shall have the
meanings specified in Section 4.1(a).




          (vv) “Registrable Securities” shall have the meaning specified in Section
4.1(b).




          (ww) “SEC” shall mean the Securities and Exchange Commission.




          (xx) “Selling Stockholders” shall have the meaning specified in Section 3.2(a).




          (yy) “Special Committee” shall have the meaning specified in Section 2.2(b).




          (zz) “Stockholders” shall mean MS, Ball, CapRe, Hitachi, Telespazio, Post,
Dickstein, ITT and the Other Holders.




          (aaa) “Subsidiary” of any Person means another Person, an amount of the voting
securities, other voting ownership or voting partnership or membership interests of which is
sufficient to elect at least a majority of its board of directors or other governing body
(or, if there are no such voting interests, 50% or more of the equity interests of which) is
owned or controlled directly or indirectly by such Person.




          (bbb) “Telespazio” shall have the meaning specified in the Preamble.




          (ccc) “Transfer” shall mean to offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant of any
option, right or warrant for the sale of, or otherwise dispose of or transfer, directly or



-5-









 






indirectly, or enter into any swap or other agreement or transaction that transfers from any
Stockholder to another person, in whole or in part, the economic consequence of ownership of
the stock, whether any such swap or other transaction is to be settled in New Common Stock
or other securities, in cash or otherwise.



ARTICLE II




BOARD COMPOSITION 




          Section 2.1 Composition of the Board.





          (a) Subject to Section 2.2(a) below, the business and affairs of the Company shall be
managed by or under the direction of the Board. The parties hereto and their Permitted
Transferees shall take all necessary action as is required under applicable law to cause the
number of Directors comprising the Board to be 11.




          (b) Subject to Section 6.1, notwithstanding anything else in this Article II to the
contrary, the parties hereto and their Permitted Transferees shall take all
necessary action as is required under applicable law to cause (i) six Directors
designated by MS to be elected to the Board (the elected designees pursuant to this clause
(b), the “MS Directors”); provided that one MS Director shall be an
Independent Director, (ii) one Director designated by Ball to be elected to the Board (such
elected designee, the “Ball Director”), (iii) one director to be designated by
Hitachi to be elected to the Board (such elected designee the “Hitachi Director”),
and (iv) three directors appointed by the CFA (such elected designees, the “Company
Directors”), to be elected to the Board.




          (c) In the event that a vacancy on the Board is created at any time by the death,
disability, retirement, resignation or removal (with or without cause) of any MS Director,
Ball Director, Hitachi Director or Company Director, such vacancy shall be filled by a
Director designated by the party that appointed the director who died, became disabled,
retired, resigned or was removed; provided, however, that MS, Ball, Hitachi
or the CEO may choose, in its or his sole discretion, to leave vacant for any period of time
any seat on the Board to which it or he has the right to designate for election a Director
pursuant to this Article II.




          (d) Any rights of MS, Ball, Hitachi or the CEO pursuant to this Section 2, as the case
may be, to designate for election to the Board directors, as the case may be, shall be
transferable to any Permitted Transferees.




          (e) So long as Telespazio owns at least 50% of the number of Fully-Diluted Shares owned
by Telespazio immediately following the Closing, the Company shall allow one observer
designated by Telespazio to attend all meetings of the Board in a nonvoting and
non-participatory capacity, such observer to serve at the discretion of the Board, and in
connection therewith, the Company shall give such observer such notices, minutes, consents
and other materials, financial or otherwise, provided to the Directors as the Company, in
its sole discretion, so determines.



          Section 2.2 Committees.




-6-









 






          (a) Management Committee. Subject to Section 6.1 and this Section 2.2(a), the
parties hereto and their Permitted Transferees shall take all necessary action as is
required under applicable law to assure that the Board designate and establish a management
committee (the “Management Committee”) consisting of three members, (i) one of which
shall be a MS Director, (ii) one of which shall be a Company Director, and (iii) one of
which shall be a Ball Director. The Management Committee shall have and exercise the powers
and authority of the Board, subject to Delaware law, in the management or direction of the
management of the business and affairs of the Company in reference to the following matters:




          (i) the promotion, demotion or firing of senior executives;




          (ii) the setting and carrying out of policy decisions involving dealings with
regulatory authorities, including preparing and filing applications with the FCC and
NOAA;




          (iii) the payment of financing obligations;




          (iv) the daily operations of the Company;




          (v) policies regarding the employment, supervision, and dismissal of personnel;
and




          (vi) the distribution of monies and profits from the operation of the Company.




     The Management Committee shall not have any power or authority other than as expressly
set forth above or as may be supplemented by the Board from time to time. The power and
authority of the Management Committee shall terminate, and the Management Committee shall be
abolished, upon the receipt of FCC Approval and NOAA Approval.




          (b) Other Committee Representation. Subject to Section 6.1 and Section 2.2(a),
during the term of this Agreement, the parties hereto and their Permitted Transferees shall
take all necessary action as is required under applicable law to assure (a) that the Board
have exactly three standing Committees (Audit, Compensation and Finance), (b) that each such
Committee be composed of five members and (c) that a minimum of one MS Director and one Ball
Director be a member of each such Committee. From time to time, the Board may designate and
establish a special Committee to the extent necessary or appropriate to comply with
applicable law with such powers and authority as the Board may from time to time determine,
subject to Delaware law (“Special Committee”). Determinations of the Audit,
Compensation, Special and Finance Committees pertaining to any of the matters, set forth in
Section 2.2(a)(i)(vi), shall be subject to the approval of the Management Committee.



-7-









 





ARTICLE III




TRANSFERS OF STOCK




          Section 3.1 Transfers. No Stockholder shall Transfer any shares of New Common Stock without the Company’s prior written
consent (which consent may be withheld for any reason), provided, however, that from and after
December 31, 2003 such consent shall not be unreasonably withheld if the Company reasonably
determines that, (i) such Transfer complies with applicable federal and state securities laws, FCC
regulations, the Communications Act of 1934, NOAA regulations, and the Land Remote Sensing Policy
Act of 1992, (ii) the proposed transferee has agreed in writing, in form and substance reasonably
satisfactory to the Company, to become bound, and becomes bound, by all the terms of this
Agreement, and (iii) such Transfer is not reasonably likely to result in the Company’s securities
being held of record by more than 400 Persons or is not otherwise reasonably likely to require the
Company to register any class of its securities under the 1934 Act. The Company shall be required
to make such determination within a reasonable period after the
Stockholder proposing to make a Transfer provides the Company with written notice and sufficient
documentation with respect to a proposed Transfer to enable the Company to make such a
determination. Any transfer of shares of New Common Stock in violation of this Agreement shall be
void and of no effect.




          Section 3.2 Drag-Along-Right. (a) General. Notwithstanding Section 3.1, if one or a group of Stockholders owning more
than 50% of the Fully-Diluted Shares (the “Selling Stockholders”) desire to sell or
exchange, whether directly or by way of a merger, consolidation, sale of all or substantially all
of the assets of the Company or otherwise (the “Company Sale”), or all or substantially all
of the capital stock of the Company, to a third party or parties not an Affiliate of the Company
(“Acquirer”), then the Selling Stockholders shall have the right (the “Drag-Along
Right”), subject to this Section 3.2, to require each of the other Stockholders and Other
Holders, (i) if such Company Sale is structured as a sale of capital stock or tender offer, to
sell, transfer, tender and deliver, or cause to be sold, transferred, tendered and delivered to
such Acquirer all shares of Common Stock held by the other Stockholders or Other Holders, or (ii)
if such Company Sale is structured as a merger, consolidation or other transaction requiring the
consent or approval of the Stockholders, to vote such Stockholders’ and Other Holders’ shares of
Common Stock in favor of, and raise no objection to, such transaction, and waive any dissenters’
rights, appraisal rights or similar rights which such Stockholders or Other Holders may have in
connection therewith; and, in any such event, each of such Stockholders or Other Holders shall
agree to and shall be bound by the same terms, provisions and conditions in respect of the Company
Sale as are applicable to the Selling Stockholders.





          (b) Drag-Along Notice. If the Selling Stockholders desire to exercise their
Drag-Along Right, they shall give written notice to the other Stockholders and Other Holders
(“Drag-Along Notice”) of the Company Sale, setting forth the name and address of the
Acquirer, the date on which such transaction is proposed to be consummated (which shall be
not less than twenty (20) days after the date such Drag-Along Notice is given) and the
proposed amount and form of consideration and terms and conditions of payment offered by the
Acquirer.




-8-












 





          (c) Sale Agreement. Each of the other Stockholders and Other Holders agrees to
cooperate in consummating the Company Sale, including, without limitation, by becoming a
party to the sale agreement and all other appropriate related agreements, by delivering at
the consummation of such sale stock certificates and other instruments for such Common Stock
duly endorsed for transfer or accompanied by duly executed stock transfer forms in form
satisfactory to the Selling Stockholders, free and clear of all liens and encumbrances.



          Section 3.3 Legend. All certificates representing shares of New Common Stock shall bear a legend stamped, typed or
otherwise legibly placed on the face or reverse side thereof substantially in the form set forth
below:




NOTICE IS HEREBY GIVEN THAT the securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended, or the securities laws
of any state of the United States or any non-U.S. jurisdiction. The securities
cannot be offered, sold, transferred or otherwise disposed of except (i) pursuant to
an effective registration statement or amendment thereto under such Act and any
other applicable laws or (ii) pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of such Act and such other applicable
laws. The sale, transfer or other disposition of the securities represented by this
certificate and certain other rights and obligations of the holder of this
certificate are also subject to the Stockholders’ Agreement, dated as of July 9,
2003, by and among DigitalGlobe, Inc. (the “Company”) and the other parties
thereto (copies of which are available for review at the principal office of the
Company), and the Company reserves the right to refuse the transfer of such
securities until all terms and conditions have been fulfilled with respect to such
transfer as set forth in such agreement.



ARTICLE IV




REGISTRATION RIGHTS




          Section 4.1 Certain Definitions.




          (a) “Register,” “registered,” and “registration” refer to a
registration effected by preparing and filing a registration statement or similar document
in compliance with the 1933 Act, and the automatic effectiveness or the declaration or
ordering of effectiveness of such registration statement or document.




          (b) “Registrable Securities” shall mean the shares of New Common Stock;
provided, however, that any shares of New Common Stock that are sold to the
public pursuant to a registered public offering or pursuant to Rule 144 under the 1933 Act
or another exemption from the registration requirements of the 1933 Act pursuant to which
the shares of New Common Stock are thereafter freely tradeable without restriction under the
1933 Act, or that cease to be outstanding, shall cease to be Registrable Securities;
provided further, however, that any Registrable Securities



-9-









 






acquired by any Stockholder or any of its Affiliates from another Stockholder or any of its
Affiliates shall continue to be Registrable Securities.



          Section 4.2 Demand Registration.




          (a) At any time after the lapse of 180 days following the Initial Public Offering, one
or more Stockholders which shall have maintained continuous beneficial ownership,
individually or in the aggregate, following the Closing of at least 20% of the Fully-Diluted
Shares (excluding any Fully-Diluted Shares sold or otherwise disposed of by any Stockholder
after the Closing, if even subsequently reacquired) shall have the right to request that the
Company register, in an underwritten public offering or otherwise, under the 1933 Act,
Registrable Securities with an aggregate fair market value of at least $30,000,000 held by
it or them (any registration resulting from such a request a “Demand Registration”
with such Stockholder or Stockholders making such request the “Demanding Stock
holder”); provided that no Stockholder, individually or together with other
Stockholders, shall be entitled to request a Demand Registration with respect to shares of
Common Stock held by it that are saleable without registration under the 1933 Act due to the
availability of the exemption contained in Section 4(1) of the 1933 Act or pursuant to Rule
144(k) promulgated under the 1933 Act. A request for a Demand Registration shall specify the
number of shares of Registrable Securities proposed to be sold. A registration made pursuant
to such a request shall not qualify as a Demand Registration hereunder until (a) the
registration statement relating thereto has been declared effective by the SEC and (b) the
Demanding Stockholder is able to register and sell at least 75% of the Registrable
Securities requested to be included in such registration. The Company shall not be required
to effect, and each of MS, Ball, Hitachi, CapRe, Post and the Other Holders shall not be
entitled to request, more than two registrations each per MS, Ball, Hitachi, CapRe, Post and
the Other Holders under this Section 4.2.




          (b) Promptly (but in no event more than ten days) after receipt of a request for a
Demand Registration, the Company shall provide notice of such request to the non-Demanding
Stockholders, and such non-Demanding Stockholders shall have the right, within 10 days after
the date of receipt of such notice from the Company, to request that the Company include in
the offering to which the Demand Registration relates all or a portion of such non-Demanding
Stockholders’ Registrable Securities.




          (c) The Company shall not include in any Demand Registration any securities that are
not Registrable Securities without the prior written consent of the Demanding Stockholder.
If a Demand Registration is an underwritten offering and the managing underwriters advise
the Company in writing that, in their opinion, the number or class of Registrable Securities
and, if permitted hereunder, other securities requested to be included in such offering,
exceeds the number or class of Registrable Securities and other securities, if any, which
can be sold therein without adversely affecting the marketability of the offering, the
Company shall include in such Demand Registration (A) first, the number of Registrable
Securities requested to be included in such registration by any Stockholders pro rata, if
necessary, among such Stockholders based on the number of Registrable Securities owned by
each such Stockholder, (B) second, the number of equity securities to be registered for the
account of the Company, and (C) third, any other



-10-









 






securities of the Company requested to be
included in such registration pro rata, if necessary, on the basis of the number of such
other securities owned by each holder of such other securities.




          (d) Notwithstanding the foregoing, if the Company shall furnish to the Demanding
Stockholder a certificate signed by an officer of the Company stating that, in the
reasonable good faith judgment of the Board, it would not be in the best interests of the
Company and its stockholders for such registration to be effected (because the Company is
engaging in or intends to engage in an acquisition, divestiture or other material
transaction or due to other extraordinary events relating to the Company, but, in any case,
not including for purposes of the Company avoiding its obligations hereunder), then the
Company shall have the right to defer such registration for a period of not more than 90
days after receipt of the request of the Demanding Stockholder; provided,
however, that (i) the Company shall not be entitled to defer its obligation to
effect a registration for an aggregate of more than 180 days within any 365-day period and
(ii) the Company shall make and communicate to the selling Stockholders its determinations
under this paragraph in respect of a registration under this Section 4.2 within 15 days of
the Company’s receipt of the Demand Registration notice in respect of such registration or,
to the extent reasonably practicable, promptly after becoming aware of such transaction.




          (e) The Demanding Stockholder shall select the book-running and other managing
underwriters in connection with an offering pursuant to a Demand Registration, and any
additional investment bankers and managers to be used in connection with the offering, in
each case which shall be reasonably satisfactory to the Company.



          Section 4.3 Piggyback Registration.




          (a) At any time that the Company proposes to register any shares of Common Stock under
the 1933 Act for sale solely for cash, for its own account or pursuant to a Demand
Registration, and the registration form to be used may be used for the registration of
Registrable Securities (each a “Piggyback Registration”), the Company shall give
written notice of such proposed registration to the Stockholders and the Non-party Holders
as soon as practicable (but in no event less than 20 days before the anticipated filing date
of the registration statement effecting such registration), and the Company shall include in
any such registration by it all Registrable Securities with respect to which it has received
written requests for inclusion therein within 10 days after receipt by such Stockholders or
by such Non-party Holders of such written notice from the Company. If any Piggyback
Registration is an underwritten offering, the Company shall select the book running and
other managing underwriters in connection with such offering and any additional investment
bankers and managers to be used in connection with the offering.




          (b) If a Piggyback Registration is an underwritten primary registration on behalf of
the Company, the Company shall include in such registration all securities requested to be
included in such registration; provided, however, that if the managing



-11-









 






underwriters advise the Company in writing that in their opinion the number or class of such
securities requested to be included in such registration exceeds the number or class
which can be sold in such offering without adversely affecting the marketability of the
offering, the Company shall include in such registration (1) first, the securities that the
Company proposes to sell, (2) second, to the extent Registrable Securities requested for
inclusion therein need to be reduced as a result of such advice, the Registrable Securities
requested to be included in such registration, pro rata among the Stockholders of such
Registrable Securities on the basis of the number of Registrable Securities owned by each
such Stockholder, (3) third, the Registrable Securities requested to be included in such
registration, pro rata among the Non-party Holders of such Registrable Securities on the
basis of the number of Registrable Securities owned by each such Non-party Holder and (4)
fourth, other securities, if any, requested to be included in such registration, pro rata
among the holders of such securities on the basis of the number of such securities owned by
each such holder.




          (c) If a Piggyback Registration is in connection with a Demand Registration, the
restrictions set forth in Section 4.2(c) shall apply. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of securities of the Company (and
is not a Demand Registration) and the managing underwriters advise the Company in writing
that in their opinion the number or class of securities requested to be included in such
registration exceeds the number or class which can be sold in such offering without
adversely affecting the marketability of the offering, the Company shall include in such
registration (1) first, the Registrable Securities requested to be included in such
registration, pro rata among the Stockholders of such Registrable Securities on the basis of
the number of Registrable Securities owned by each such Stockholder, (2) second, the
Registrable Securities requested to be included in such registration, pro rata among the
Non-party Holders of such Registrable Securities on the basis of the number of Registrable
Securities owned by each such Non-party Holder and (3) third, any other securities requested
to be included in such registration not covered by clause (1) above pro rata among the
holders of such securities on the basis of the number of such securities owned by each such
holder.




          (d) The Company shall not be obligated to include any Registrable Securities in a
registration statement (1) filed on Forms S-4 or S-8 or such other similar successor forms
then in effect under the 1933 Act, (2) pursuant to which the Company is offering to exchange
its own securities or (3) relating solely to dividend reinvestment plans.




          (e) Any Piggyback Registration relating to a sale of securities by the Company for its
own account shall be managed by the Company; the Company shall have the power to select the
managing underwriter(s) for such offering, and shall in consultation with the managing
underwriter(s) have the power to determine the offering price, the underwriting discounts
and commissions, the terms of the underwriting agreement, the timing of the registration and
related offering, counsel to the Company, and all other administrative matters related to
the registration and related offering. To the extent that the Stockholders or Non-party
Holders participate in such a registration and related offering, such Stockholders or
Non-party Holders shall enter into, and sell their



-12-









 






Registrable Securities only pursuant to,
the underwriting arranged by the Company, and shall either commit to attend the closing of
the offering and take such other actions as
may be reasonably necessary to effect their participation in the offering and to
provide any assurances reasonably requested by the Company and the managing underwriter(s)
in that regard, are shall deliver to the Company in custody certificates representing all
Registrable Securities to be included in the registration and shall execute and deliver to
the Company a custody agreement and a power of attorney, each in form and substance
appropriate for the purpose of effecting their participation in such registration.



          Section 4.4 Registration Procedures. Subject to the limitations in Sections 4.2 and 4.3, whenever the Stockholders or Non-party
Holders have requested that any Registrable Securities be registered pursuant to this Agreement,
the Company shall use its reasonable best efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall as expeditiously as practicable:




          (a) prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its reasonable best efforts to cause such registration
statement to become effective;




          (b) prepare and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the applicable period and comply with the provisions of
the 1933 Act with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;




          (c) if requested, prior to filing such registration statement or any amendment or
supplement thereto, furnish to the selling Stockholders and Non-party Holders and each
managing underwriter, if any, copies thereof, and thereafter furnish to the selling
Stockholders and Non-party Holders and each such underwriter, if any, such number of copies
of such registration statement, each amendment and supplement thereto (in each case
including without limitation all exhibits thereto and documents incorporated by reference
therein) and the prospectus included in such registration statement (including without
limitation each preliminary prospectus) as such Stockholders or Non-party Holders or such
underwriter may reasonably request in or to facilitate the sale of the Registrable
Securities;




          (d) use its reasonable best efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as any seller reasonably
requests and do any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller, provided, that the Company shall not be
required to (1) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (2) subject itself to taxation in
any such jurisdiction, or (3) consent to general service of process (i.e.,



-13-









 






service of process which is not limited solely to securities law violations) in any
such jurisdiction;




          (e) notify each seller of such Registrable Securities, at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act, of the happening of any
event as a result of which the prospectus included in such registration statement contains
an untrue statement of a material fact or omits any fact necessary to make the statements
therein not misleading, and, at the request of any such seller, promptly prepare a
supplement or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any fact necessary to make the statements
therein not misleading;




          (f) notify each seller of such Registrable Securities and, if requested by any such
seller of Registrable Securities, confirm such notice in writing, (1) when the prospectus or
any prospectus supplement or post-effective amendment included in such registration
statement has been filed, and, with respect to any registration statement or any
post-effective amendment thereto, when the same has become effective, (2) of any request by
the SEC for amendments to such registration statement or amendments or supplements to the
prospectus or for additional information relating thereto, (3) of the issuance by the SEC of
any stop or suspending the effectiveness of the registration statement under the 1933 Act or
of the suspension by any state securities commission of the qualification of such
Registrable Securities, as applicable, for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes;




          (g) cause all such Registrable Securities to be listed on each securities exchange on
which similar securities issued by the Company are then listed and, if not so listed, to be
listed on the NASDAQ (or such other national securities exchange as the Board determines
provides the best liquidity on which such Registrable Securities may be listed), if so
requested by the holders of a majority of the Registrable Securities being sold, or if so
requested by the managing underwriter of an offering pursuant to such registration
statement;




          (h) provide a transfer agent and registrar for all such Registrable Securities not
later than the effective date of such registration statement;




          (i) enter into such customary agreements (including without limitation underwriting
agreements in customary form) and take all such other actions as the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such Registrable
Securities;




          (j) make available for inspection by any seller of Registrable Securities, any
underwriter participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by any such seller or underwriter, all
financial and other records, pertinent corporate documents and properties of the Company,
and cause the managers, officers, members, employees and independent accountants of the
Company to supply all information reasonably requested by any such



-14-









 






seller, underwriter, attorney, accountant or agent in connection with such registration
statement;




          (k) otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve months beginning
with the first day of the first full calendar quarter of the Company after the effective
date of the registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act and Rule 158 promulgated thereunder;




          (l) permit any selling Stockholder or Non-party Holder (which Stockholder or Non-party
Holder, in the Company’s sole and exclusive judgment, might be deemed to be an underwriter
or a controlling Person of the Company) to participate in the preparation of such
registration or comparable statement and to require the insertion therein of material,
furnished to the Company in writing, which in the reasonable judgment of such Stockholder or
Non-party Holder and its counsel should be included;




          (m) in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any securities included in such registration
statement for sale in any jurisdiction, use its reasonable best efforts promptly to obtain
the withdrawal of such order;




          (n) use its reasonable best efforts to cause such Registrable Securities covered by
such registration statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the sellers thereof to consummate the
disposition of such Registrable Securities;




          (o) obtain a “cold comfort” letter from the independent public accountants of the
Company in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the holders of a majority of the Registrable Securities being sold
reasonably request;




          (p) cooperate, and cause its management to cooperate, in the selling effort of such
offering, and, if the holders owning a majority of the Registrable Securities being sold in
such offering reasonably request, coordinate and conduct a “road show” in connection with
such offering; and




          (q) otherwise facilitate such registration and related offering.



          The Company may require the Stockholders or the Non-party Holders promptly to furnish in
writing to the Company such information regarding the Stockholders’ or the Non-party Holders’ plan
of distribution of the Registrable Securities and other information as the Company may from time to
time reasonably request or as may be legally required in connection with such registration.




-15-












 





          Section 4.5 Registration Expenses. In connection with any Demand Registration or Piggyback Registration, each selling Stockholder
or Non-party Holder shall be responsible for any underwriting discounts or commission that may be
payable in connection with the sale of its respective securities. The Company shall pay all other
expenses incurred in connection with such registration, including without limitation (1) all filing
fees with the SEC, (2) fees and expenses of compliance with securities or blue sky laws (including
without limitation reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the securities), (3) printing expenses, (4) the fees and expenses incurred in
connection with the listing of the securities, (5) fees and expenses of counsel and independent
certified public accountants for the Company (including without limitation the expenses of any
comfort letters pursuant to Section 4.4(o) hereof), (6) the reasonable fees and expenses of any
additional experts retained by the Company in connection with such registration and (7) fees and
expenses of one counsel to the selling Stockholders and Non-party Holders to be mutually agreed
upon.



          Section 4.6 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Person who participates as an
underwriter, each Stockholder and their respective partners, directors, officers and employees and
each Person, if any, who controls any Stockholder or Non-party Holder or underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:




          (a) against any and all losses, liabilities, claims, damages, judgments and reasonable
expenses whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in any registration statement pursuant to which
Registrable Securities were registered under the 1933 Act, including without limitation all
documents incorporated therein by reference, or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue statement of a
material fact contained in any prospectus, including without limitation all documents
incorporated therein by reference, or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;




          (b) against any and all losses, liabilities, claims, damages, judgments and reasonable
expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, investigation or proceeding by any governmental agency or body, commenced
or threatened, or of any other claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, if such settlement is effected
with the written consent of the Company; and




          (c) against any and all reasonable expense whatsoever, as incurred (including without
limitation fees and disbursements of counsel), incurred in investigating, preparing or
defending against any litigation, investigation or proceeding, commenced or threatened, in
each case whether or not such Person is a party, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under sub-paragraph (a) or (b) above;



-16-









 




provided, however, that this indemnity agreement (i) does not apply to any
Stockholder or Non-party Holder or underwriter with respect to any loss, liability, claim, damage,
judgment or expense to the extent arising out of any untrue statement or alleged untrue statement
of a material fact contained in any prospectus, or the omission or alleged omission therefrom of a
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, in any such case made in reliance upon and in conformity with
written information furnished to the Company by such Stockholder or Non-party Holder or underwriter
expressly for use in a registration statement (or any amendment thereto) or any prospectus (or any
amendment or supplement thereto) and (ii) shall not inure to the benefit of any Stockholder or
Non-party Holder or underwriter if a copy of the current prospectus was not provided to a purchaser
and such current prospectus would have cured the defect giving rise to such loss, claim, damage,
liability, judgment or expense.




          Section 4.7 Indemnification by Stockholders. Each selling Stockholder and Non-party Holder severally agrees to indemnify and hold harmless
the Company, each underwriter and the other selling Stockholders and Non-party Holders, and each of
their respective partners, directors, officers and employees (including without limitation each
officer of the Company who signed the registration statement), and each Person, if any, who
controls the Company, any underwriter or any other selling Stockholder or Non-party Holder within
the meaning of Section 15 of the 1933 Act, against any and all lasses, liabilities, claims,
damages, judgments and expenses described in the indemnity contained in Section 4.6 (provided that
any settlement of the type described therein is effected with the written consent of such selling
Stockholder or such Non-party Holder), as incurred, but only with respect to untrue statements or
alleged untrue statements of a material fact contained in any prospectus or the omissions, or
alleged omissions therefrom of a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, in any such case made in
reliance upon and in conformity with written information furnished to the Company by such selling
Stockholder or such Non-party Holder expressly for use in such registration statement (or any
amendment thereto) or such prospectus (or any amendment or supplement thereto).



          Section 4.8 Conduct of Indemnification Proceedings. Each indemnified party shall give reasonably prompt notice to each indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be sought hereunder;
provided, however, that failure so to notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have under this indemnity agreement, except to
the extent that the indemnifying party is materially prejudiced by such failure to give notice. If
the indemnifying party so elects within a reasonable time after receipt of such notice, such
indemnifying party may assume the defense of such action or proceeding at such indemnifying party’s
expense with counsel chosen by the indemnifying party and approved by the indemnified party
defendant in such action or proceeding, which approval shall not be unreasonably withheld;
provided, however, that, if such indemnified party determines in good faith that a conflict of
interest exists and that therefore it is advisable for such indemnified party to be represented by
separate counsel or that, upon advice of counsel, there may be legal defenses available to it which
are different from or in addition to those available to the indemnifying
party, then the indemnifying party shall not be entitled to assume such defense and
the indemnified party shall be entitled to separate counsel (limited in each jurisdiction to one
counsel for all underwriters and another counsel for all other indemnified parties under this
Agreement) at the indemnifying



-17-









 







party’s expense. If an indemnifying party is not so entitled to
assume the defense of such action or does not assume such defense, after having received the notice
referred to in the first sentence of this paragraph, the indemnifying party will pay the reasonable
fees and expenses of counsel for the indemnified party (limited in each jurisdiction to one counsel
for all underwriters and another counsel for all other indemnified parties under this Agreement).
No indemnifying party will be liable for any settlement effected without the written consent of
such indemnifying party, which consent shall not be unreasonably withheld. If an indemnifying party
is entitled to assume, and assumes, the defense of such action or proceeding in accordance with
this paragraph, such indemnifying party shall not, except as otherwise provided in this Section
4.8, be liable for any fees and expenses of counsel for the indemnified party incurred thereafter
in connection with such action or proceeding.



          Section 4.9 Contribution.




          (a) In order to provide for just and equitable contribution in circumstances in which
the indemnity agreement provided for in Sections 4.6 through 4.8 is for any reason held to
be unenforceable by the indemnified parties although applicable in accordance with its terms
in respect of any losses, liabilities, claims, damages, judgments and expenses suffered by
an indemnified party referred to therein, each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, liabilities, claims, damages, judgments and
expenses in such proportion as is appropriate to reflect the relative fault of the Company
on the one hand and of the liable Selling Stockholders and Non-party Holders (including
without limitation, in each case, that of their respective officers, directors, employees
and agents) on the other in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages, judgments or expenses, as well as any other
relevant equitable considerations. The relative fault of the Company on the one hand and of
the liable selling Stockholders and Non-party Holders (including without limitation, in each
case, that of their respective officers, directors, employees and agents) on the other shall
be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by or on behalf of the
Selling Stockholders and Non-party Holders, on the other, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses, liabilities,
claims, damages, judgments and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 4.8, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action
or claim.




          (b) The parties agree that it would not be just and equitable if contribution pursuant
to this Section 4.9 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in
subparagraph (a) above. Notwithstanding the provisions of this Section 4.9, in the case of
distributions to the public, an indemnifying Stockholder or Non-party Holder shall not be
required to contribute any amount in excess of the amount



-18-









 







by which (A) the total price at
which the Registrable Securities sold by such indemnifying Stockholder or Non-party Holder
and its affiliated indemnifying Stockholders and Non-party Holders and distributed to the
public were offered to the public exceeds (B) the amount of any damages which such
indemnifying Stockholder or Non-party Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.




          (c) For purposes of Sections 4.6 through this Section 4.9, each Person, if any, who
controls a Stockholder or Non-party Holder or an underwriter within the meaning of Section
15 of the 1933 Act (and their respective partners, directors, officers and employees) shall
have the same rights to contribution as such Stockholder or Non-party Holder or underwriter;
and each director of the Company, each officer of the Company who signed the registration
statement, and each Person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act, shall have the same rights to contribution as the Company.



          Section 4.10 Participation in Underwritten Registrations. No Stockholder or Non-party Holder may participate in any underwritten registered offering
contemplated hereunder unless such Stockholder or Non-party Holder (a) agrees to sell its
securities on the basis provided in any underwriting arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements
and other documents reasonably required under the terms hereof and of such underwriting
arrangements.



          Section 4.11 Rule 144. The Company covenants that from and after an Initial Public Offering it shall file any reports
required to be filed by it under the 1933 Act and the 1934 Act and that it shall take such further
action as the Stockholders or Non-party Holders may reasonably request, all to the extent required
from time to time to enable the Stockholders or Non-party Holders to sell Registrable Securities
without registration under the 1933 Act within the limitation of the exemptions provided by Rule
144 under the 1933 Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any Stockholder or Non-party Holder,
the Company shall promptly deliver to the Stockholders and Non-party Holders a written statement as
to whether it has complied with such requirements.



          Section 4.12 Holdback Agreements.




          (a) To the extent not inconsistent with applicable law, each Stockholder and Non-party
Holder agrees not to effect any public sale or distribution (including without limitation
sales pursuant to Rule 144) of equity securities of the Company or any securities
convertible into or exchangeable or exercisable for such securities, during the seven days
prior to and the period of up to 180 days beginning on the effective date of any Demand
Registration or Piggyback Registration for a public offering to be underwritten on a firm
commitment basis in which Registrable Securities



-19-









 







are included (except as part of such
underwritten registration), unless the underwriters managing the registered public offering
otherwise agree.




          (b) The Company agrees (1) not to effect any public sale or distribution (including
without limitation sales pursuant to Rule 144) of its equity securities or any securities
convertible into or exchangeable or exercisable for such equity securities, during the seven
days prior to and the period of up to 180 days beginning on the effective date of any Demand
Registration or Piggyback Registration for a public offering to be underwritten on a firm
commitment basis in which Registrable Securities are included (except as part of such
underwritten registration or pursuant to registrations on Forms S-4 or S-8 or any successor
forms), unless the underwriters managing the registered public offering otherwise agree, and
(2) to use its reasonable best efforts to cause each other stockholder of at least 5% of the
Fully-Diluted Shares to agree not to effect any public sale or distribution (including
without limitation sales pursuant to Rule 144) of any such securities during such period
(except as part of such underwritten registration, if otherwise permitted), unless the
underwriters managing the registered public offering otherwise agree.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




          Section 5.1 Representations and Warranties of the Company. The Company represents and warrants to each of MS, Hitachi, CapRe, Post and Ball as follows:




          (a) Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.




          (b) Authority. The Company has full corporate power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated on its part
hereby. The execution, delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized by all
necessary action on the part of the Company. No other action on the part of the Company is
necessary to authorize the execution and delivery of this Agreement by the Company or the
performance by the Company of its obligations hereunder. This Agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and binding agreement
of the Company, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting creditors’ rights generally and subject to general
equitable principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).




          (c) No Violation. The execution and delivery of this Agreement by the Company,
the performance by the Company of its obligations hereunder and the consummation by the
Company of the transactions contemplated hereby, will not (i) violate any provision of law,
rule, regulation, order, writ, judgment, injunction, decree, determination or award
applicable to the Company, (ii) require the consent, waiver,



-20-









 







approval, license or
authorization of or any filing by the Company with any govern-mental authority (other than
any filings required under the 1934 Act) or (iii) violate, result (with or without notice or
the passage of time, or both) in a breach of or give rise to the right to accelerate,
terminate or cancel any obligation under or constitute (with or without notice or the
passage of time, or both) a default under, any of the terms or provisions of any charter
document or bylaw, agreement, note, indenture, mortgage, contract, order, judgment,
ordinance, regulation or decree to which the Company is subject or by which the Company is
bound and which would have a material adverse effect on the ability of the Company to
perform its obligations under this Agreement.



          Section 5.2 MS Representations and Warranties. MS represents and warrants to each of the Company, Hitachi, CapRe, Post and Ball as follows:




          (a) Authority. MS has full power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated on its part hereby. This Agreement
has been duly executed and delivered by MS and constitutes a legal, valid and binding
agreement of MS, enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’
rights generally and subject to general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).




          (b) No Violation. The execution and delivery of this Agreement by MS, the
performance by MS of its obligations hereunder and the consummation by MS of the
transactions contemplated hereby will not (i) violate any provision of law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award applicable to
MS, (ii) require the consent, waiver, approval, license or authorization of or any filing by
MS with any governmental authority (other than any filings required under the 1934 Act) or
(iii) violate, result (with or without notice or the passage of time, or both) in a breach
of or give rise to the right to accelerate, terminate or cancel any obligation under or
constitute (with or without notice or the passage of time, or both) a default under, any of
the terms or provisions of any charter document or bylaw, agreement, note, indenture,
mortgage, contract, order, judgment, ordinance, regulation or decree to which MS is subject
or by which MS is bound and which would have a material adverse effect on the ability of MS
to perform its obligations under this Agreement.



          Section 5.3 Ball Representations and Warranties. Ball represents and warrants to each of the Company, CapRe, Hitachi and MS as follows:




          (a) Authority. Ball has full power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated on its part hereby. This Agreement
has been duly executed and delivered by Ball and constitutes a legal, valid and binding
agreement of Ball, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
creditors’ rights generally and subject to general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).



-21-









 






          (b) No Violation. The execution and delivery of this Agreement by Ball, the
performance by Ball of its obligations hereunder and the consummation by Ball of the
transactions contemplated hereby will not (i) violate any provision of law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award applicable to
Ball, (ii) require the consent, waiver, approval, license or authorization of or any filing
by Ball with any governmental authority (other than any filings required under the 1934 Act)
or (iii) violate, result (with or without notice or the passage of time, or both) in a
breach of or give rise to the right to accelerate, terminate or cancel any obligation under
or constitute (with or without notice or the passage of time, or both) a default under, any
of the terms or provisions of any agreement, note, indenture, mortgage, contract, order,
judgment, ordinance, regulation or decree to which Ball is subject or by which Ball is bound
and which would have a material adverse effect on the ability of Ball to perform its
obligations under this Agreement.



          Section 5.4 Hitachi Representations and Warranties. Hitachi represents and warrants to each of the Company, MS, Ball and CapRe as follows:




          (a) Authority. Hitachi has full power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated on its part hereby. This
Agreement has been duly executed and delivered by Hitachi and constitutes a legal, valid and
binding agreement of Hitachi, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
creditors’ rights generally and subject to general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).




          (b) No Violation. The execution and delivery of this Agreement by Hitachi, the
performance by Hitachi of its obligations hereunder and the consummation by Hitachi of the
transactions contemplated hereby will not (i) violate any provision of law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award applicable to
Hitachi, (ii) require the consent, waiver, approval, license or authorization of or any
filing by Hitachi with any governmental authority (other than any filings required under the
1934 Act) or (iii) violate, result (with or without notice or the passage of time, or both)
in a breach of or give rise to the right to accelerate, terminate or cancel any obligation
under or constitute (with or without notice or the passage of time, or both) a default
under, any of the terms or provisions of any agreement, note, indenture,
mortgage, contract, order, judgment, ordinance, regulation or decree to which Hitachi
is subject or by which Hitachi is bound and which would have a material adverse effect on
the ability of Hitachi to perform its obligations under this Agreement.



          Section 5.5 CapRe Representations and Warranties. CapRe represents and warrants to each of the Company, Ball, Hitachi and MS as follows:




          (a) Authority. CapRe has full power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated on its part hereby. This Agreement
has been duly executed and delivered by CapRe and constitutes a legal, valid and binding
agreement of CapRe, enforceable against it in accordance with



-22-









 







its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
creditors’ rights generally and subject to general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).




          (b) No Violation. The execution and delivery of this Agreement by CapRe, the
performance by CapRe of its obligations hereunder and the consummation by CapRe of the
transactions contemplated hereby will not (i) violate any provision of law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award applicable to
CapRe, (ii) require the consent, waiver, approval, license or authorization of or any filing
by CapRe with any governmental authority (other than any filings required under the 1934
Act) or (iii) violate, result (with or without notice or the passage of time, or both) in a
breach of or give rise to the right to accelerate, terminate or cancel any obligation under
or constitute (with or without notice or the passage of time, or both) a default under, any
of the terms or provisions of any agreement, note, indenture, mortgage, contract, order,
judgment, ordinance, regulation or decree to which CapRe is subject or by which CapRe is
bound and which would have a material adverse effect on the ability of CapRe to perform its
obligations under this Agreement.



          Section 5.6 Post Representations and Warranties. Post represents and warrants to each of the Company and MS as follows:




          (a) Authority. Post has full power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated on its part hereby. This Agreement
has been duly executed and delivered by Post and constitutes a legal, valid and binding
agreement of Post, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
creditors’ rights generally and subject to general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).




          (b) No Violation. The execution and delivery of this Agreement by Post, the
performance by Post of its obligations hereunder and the consummation by Post of the
transactions contemplated hereby will not (i) violate any provision of law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award applicable to
Post, (ii) require the consent, waiver, approval, license or authorization of or any filing
by Post with any governmental authority (other than any filings required under the 1934
Act) or (iii) violate, result (with or without notice or the passage of time, or both) in a
breach of or give rise to the right to accelerate, terminate or cancel any obligation under
or constitute (with or without notice or the passage of time, or both) a default under, any
of the terms or provisions of any agreement, note, indenture, mortgage, contract, order,
judgment, ordinance, regulation or decree to which Post is subject or by which Post is bound
and which would have a material adverse effect on the ability of Post to perform its
obligations under this Agreement.




-23-












 





ARTICLE VI




GENERAL PROVISIONS




          Section 6.1 License Activities. (a) Notwithstanding anything to the contrary contained in this Agreement or the Recap Agreement,
neither the Company nor any party hereto shall, without first obtaining the approval or consent of
the FCC, take any action pursuant to this Agreement or the Recap Agreement which would be
reasonably likely to cause or result in any acquisition or transfer of ownership of the Company or
its assets, assignment of any FCC License or any change of control that would require, under then
existing law (including the Communications Act of 1934), the prior approval of the FCC; provided,
however, that the preceding clause shall not preclude any of MS, Hitachi or Ball, as the case may
be, from exercising its rights under Article II of this Agreement.




          (b) If the FCC does not approve, or otherwise consent to, the transfer of control of
the Company to MS or if the FCC determines that this Agreement, the Recap Agreement, and/or
the facts associated with the ownership of the Company demonstrate that control of the
Company has changed, the parties to this Agreement agree to revise this Agreement and the
Recap Agreement, or otherwise impose conditions, in order to ensure compliance with then
existing laws and regulations.



          Section 6.2 Termination. This Agreement shall terminate upon the earliest to occur of:




          (a) written agreement among the holders of two-thirds of the Fully-Diluted Shares to
terminate this Agreement;




          (b) as to any of Ball, Hitachi, MS, CapRe or Post, at such time as such party ceases to
own any shares of New Common Stock; provided, however, that the provisions
hereof will continue to apply to any Permitted Transferees of Hitachi, Ball, MS, CapRe or
Post even after such provisions terminate with respect to such parties; and




          (c) June 30, 2013;



          provided that notwithstanding the foregoing, Articles II and III shall terminate upon
the earliest to occur of the events set forth in clauses (a) and (b) above or the Initial Public
Offering.



          Section 6.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or more counterparts have been signed
by each of the parties and delivered to the other parties. Copies of executed counterparts
transmitted by telecopy, telefax or other electronic transmission service shall be considered
original executed counterparts for purposes of this Section, provided receipt of copies of such
counterparts is confirmed.



          Section 6.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF.



-24-









 





          Section 6.5 Entire Agreement. Except for any agreements, understanding, representations or warranties set forth in the Recap
Agreement, this Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and there are no agreements, understandings, representations or warranties
between the parties other than those set forth or referred to herein. This Agreement is not
intended to confer upon any Person not a party hereto (and their successors and assigns) any rights
or remedies hereunder.



          Section 6.6 Specific Performance. The parties hereto each acknowledge that, in view of the uniqueness of the arrangements
contemplated by this Agreement, the parties hereto would not have an adequate remedy at law for
money damages in the event that this Agreement were not performed in accordance with its terms, and
therefore agree that the parties hereto shall be entitled to specific enforcement of the terms
hereof in addition to any other remedy to which the parties hereto may be entitled at law or in
equity.



          Section 6.7 Notices. All notices, requests, demands or other communications required by or otherwise with respect to
this Agreement shall be in writing and shall be deemed to have been duly given to any party when
delivered by hand, by messenger, or by a nationally recognized overnight delivery company, when
delivered by telecopy and confirmed by return telecopy, or when delivered by first-class mail,
postage prepaid and return receipt requested, in each case to the applicable addresses set forth
below (or such other addresses as a party may designate by written notice to each other party).



	 	 	 	 	 
	(a)	 	Notices to the Company shall be addressed to:
	 
	 	 	 	 
	 	 	DigitalGlobe, Inc.

1900 Pike Road

Longmont, Colorado 80501-6700

Telecopy: (303) 682-3848

Attention: Susan M. Thevenet
	 
	 	 	 	 
	with a copy to:	 	 
	 
	 	 	 	 
	 	 	Baker & McKenzie

2001 Ross Avenue, Suite 2300, Dallas, Texas 75201

Telecopy: (214) 978-3099

Attention: Albert G. McGrath, Jr.
	 
	 	 	 	 
	(b)	 	Notices to MS shall be addressed to:
	 
	 	 	 	 
	 	 	Morgan Stanley & Co., Incorporated

1585 Broadway

New York, New York 10036

Telecopy: (212) 761-0672

Attention: Michael Petrick






-25-









 






	 	 	 	 	 
	with a copy to:	 	 
	 
	 	 	 	 
	 	 	Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telecopy: (212) 403-2000

Attention: David C. Karp, Esq.
	 
	 	 	 	 
	(c)	 	Notices to CapRe shall be addressed to:
	 
	 	 	 	 
	 	 	Capital Research and Management Company

11100 Santa Monica Blvd., Suite 1500

Los Angeles, California 90025

Telecopy: (310) 996-6022

Attention: David Daigle
	 
	 	 	 	 
	with a copy to:	 	 
	 
	 	 	 	 
	 	 	Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telecopy: (212) 403-2000

Attention: David C. Karp, Esq.
	(d)	 	Notices to Ball shall be addressed to:
	 
	 	 	 	 
	 	 	Ball Technologies Holdings Corp.

10 Longs Peak Drive

Broomfield, Colorado

Telecopy: (303) 460-2691

Attention: Donald Lewis
	 
	 	 	 	 
	(e)

	 	with a copy to:	 	 
	 
	 	 	 	 
	 	 	Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606

Telecopy: (312) 407-0411

Attention: Brian W. Duwe, Esq.
	 
	 	 	 	 
	(f)	 	Notices to Hitachi shall be addressed to:
	 
	 	 	 	 
	 	 	Hitachi Software Engineering Co., Ltd.

6-82, Onoe-cho, Naka-ku

Yokohama, 231-0015 Japan

Attention: Takatoshi Kadaira






-26-









 






	 	 	 	 	 
	(g)	 	Notices to Post shall be addressed to:
	 
	 	 	 	 
	 	 	MW Post Advisory Group, LLC

11766 Wilshire Boulevard, Suite 1660

Los Angeles, California 90025
	 

	 	Attention:
	 	Lawrence Goldman
	 

	 	 	 	General Counsel






          Section 6.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors; provided, however, that except as set forth in the next sentence, no party
may assign its rights and obligations hereunder. Each party may assign its rights and obligations
hereunder to one or more majority-owned, direct or indirect subsidiaries or other Affiliates.



          Section 6.9 Headings. The Section, Article and other headings contained in this Agreement are inserted for convenience
of reference only and will not affect the meaning or interpretation of this Agreement. All
references to Sections or Articles contained herein mean Sections or Articles of this Agreement
unless otherwise stated.



          Section 6.10 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing
signed by the parties against whom enforcement of any such modification or amendment is sought;
provided, however, that the provisions set forth in Article IV may be amended by an
instrument or instruments in writing signed the holders of a majority of the New Common Stock; and
provided further that Sections 4.2 and 4.3 hereof may not be amended or modified without
the written consent of each Stockholder that holds five percent or more of the New Common Stock at
the time of the proposed amendment or modification to the extent such amendment or modification
would adversely affect the registration rights of such Stockholder contained therein. Any party
hereto may, only by an instrument in writing, waive compliance by the other parties hereto with any
term or provision hereof on the part of such other parties hereto to be performed or complied with.
The waiver by any party hereto of a breach of any term or provision hereof shall not be construed
as a waiver of any subsequent breach. Notwithstanding the foregoing, this Agreement may be amended
to permit additional holders of the Company’s equity securities to agree to become a party to this
Agreement.



          Section 6.11 Interpretation; Absence of Presumption.




          (a) For the purposes hereof, (i) words in the singular shall be held to include the
plural and vice versa and words of one gender shall be held to include the other gender as
the context requires, (ii) the terms “hereof,” “herein,” and “herewith” and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Article, Section and paragraph
references are to the Articles, Sections and paragraphs to this Agreement unless otherwise
specified, (iii) the word “including” and words of similar import when used in this
Agreement shall mean “including, without limitation,” unless the context otherwise requires
or unless otherwise specified, (iv) the word “or” shall not





-27-









 





be exclusive, and (v) provisions
shall apply, when appropriate, to successive events and transactions.




          (b) This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting or causing any
instrument to be drafted.



          Section 6.12 Severability. Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of
such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.



          Section 6.13 Further Assurances. The parties hereto agree that, from time to time, each of them will, and will cause their
respective Affiliates to, execute and deliver such further instruments and take such other action
as may be necessary to carry out the purposes and intents hereof.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)




-28-









 





          IN WITNESS
WHEREOF, this Agreement has been signed by or on behalf of each of
the parties hereto as of the day first above written.





	 	 	 	 	 	 
	 	 	DIGITALGLOBE, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Henry E. Dubois	 
	 

	 	 	 	 
	 

	 	 	 	Name: Henry E. Dubois	 
	 

	 	 	 	Title: President, COO & CFO
	 
	 
	 	 	 	 
	 	 	MORGAN STANLEY &
CO., INCORPORATED
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Petrick	 
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Petrick	 
	 

	 	 	 	Title: Managing Director
	 
	 
	 	 	 	 
	 	 	AMERICAN HIGH-INCOME
TRUST

By Capital Research and Management Company
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Downer	 
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Downer	 
	 

	 	 	 	Title:
	 
	 
	 	 	 	 
	 	 	AMERICAN VARIABLE
INSURANCE SERIES ASSET

ALLOCATION FUND

By Capital Research and Management Company
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Downer	 
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Downer	 
	 

	 	 	 	Title:
	 
	 
	 	 	 	 
	 	 	AMERICAN VARIABLE
INSURANCE SERIES BOND

FUND

By Capital Research and Management Company
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Downer	 
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Downer	 
	 

	 	 	 	Title:
	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 	 	AMERICAN FUNDS
INSURANCE SERIES

HIGH-YIELD BOND FUND

By Capital Research and Management Company
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Downer	 
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Downer	 
	 

	 	 	 	Title:
	 
	 
	 	 	 	 
	 	 	THE BOND FUND OF
AMERICA, INC.

By Capital Research and Management Company
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Downer	 
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Downer	 
	 

	 	 	 	Title:
	 
	 
	 	 	 	 
	 	 	BALL TECHNOLOGIES
HOLDINGS CORP.
	 
	 	 	 	 
	 

	 	By:	 	/s/ John A. Hayes	 
	 

	 	 	 	 
	 

	 	 	 	Name: John A. Hayes	 
	 

	 	 	 	Title: Vice President
	 
	 
	 	 	 	 
	 	 	HITACHI SOFTWARE
ENGINEERING CO.

LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Takatoshi Kodaira	 
	 

	 	 	 	 
	 

	 	 	 	Name: Takatoshi Kodaira	 
	 

	 	 	 	Title: Executive Officer, General
Manager, Satellite Imagery Division
	 
	 
	 	 	 	 
	 	 	HITACHI, LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Takatoshi Kodaira	 
	 

	 	 	 	 
	 

	 	 	 	Name: Takatoshi Kodaira	 
	 

	 	 	 	Title: Executive Officer, General
Manager, Satellite Imagery Division Hitachi Software Engineering Co.,
Ltd.
	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 	 	TELESPAZIO S.p.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Marcello Maranesi	 
	 

	 	 	 	 
	 

	 	 	 	Name: Marcello Maranesi	 
	 

	 	 	 	Title: Earth Observation Director
	 
	 
	 	 	 	 
	 	 	ITT INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Donald E. Foley	 
	 

	 	 	 	 
	 

	 	 	 	Name: Donald E. Foley	 
	 

	 	 	 	Title: Senior Vice President,
Treasurer & Director of Taxes
	 
	 
	 	 	 	 
	 	 	POST HIGH YIELD, LP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	POST BALANCED FUND, LP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	POST TOTAL RETURN FUND,
LP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	POST OPPORTUNITY FUND,
LP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 	 	THE OPPORTUNITY FUND,
LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	MW POST OPPORTUNITY
OFFSHORE FUND,

     LTD
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	MW POST PORTFOLIO FUND,
LTD
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	DB DISTRESSED
OPPORTUNITIES FUND, LTD
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	DB DISTRESSED
OPPORTUNITIES FUND, LP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	SPRUGOS INVESTMENTS IV,
LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 	 	SPHINX DISTRESSED FUND,
SPC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	SOUTH DAKOTA INVESTMENT
COUNCIL
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	MW POST SPECIAL
SITUATION FUND I, L.P.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Lawrence A. Post	 
	 

	 	 	 	 
	 

	 	 	 	Name: Lawrence A. Post	 
	 

	 	 	 	Title: Authorized Signatory
	 
	 
	 	 	 	 
	 	 	DICKSTEIN &
CO., LP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Edward Farr	 
	 

	 	 	 	 
	 

	 	 	 	Name: Edward Farr	 
	 

	 	 	 	Title: Vice President
	 
	 
	 	 	 	 
	 	 	DICKSTEIN INTERNATIONAL
LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Edward Farr	 
	 

	 	 	 	 
	 

	 	 	 	Name: Edward Farr	 
	 

	 	 	 	Title: Vice President
	 
	 
	 	 	 	 
	 	 	OTHER HOLDERS
	 
	 	 	 	 
	 

	 	By:	 	/s/ Walter S. Scott	 
	 

	 	 	 	 
	 

	 	 	 	Name: Walter S. Scott	 
	 

	 	 	 	Title: Trustee
	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Kenneth Y. Harano	 
	 

	 	 	 	 
	 

	 	 	 	Name: Kenneth Y. Harano	 
	 

	 	 	 	Title:
	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 	 	SOUTH DAKOTA INVESTMENT
COUNCIL
	 
	 	 	 	 
	 

	 	By:	 		 
	 

	 	 	 	 
	 

	 	 	 	Name:	 
	 

	 	 	 	Title:
	 
	 
	 	 	 	 
	 	 	MW POST SPECIAL
SITUATION FUND I, L.P.
	 
	 	 	 	 
	 

	 	By:	 		 
	 

	 	 	 	 
	 

	 	 	 	Name:	 
	 

	 	 	 	Title:
	 
	 
	 	 	 	 
	 	 	DICKSTEIN &
CO., LP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Edward Farr	 
	 

	 	 	 	 
	 

	 	 	 	Name: Edward Farr	 
	 

	 	 	 	Title: Vice President
	 
	 
	 	 	 	 
	 	 	DICKSTEIN INTERNATIONAL
LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Edward Farr	 
	 

	 	 	 	 
	 

	 	 	 	Name: Edward Farr	 
	 

	 	 	 	Title: Vice President
	 
	 
	 	 	 	 
	 	 	OTHER HOLDERS
	 
	 	 	 	 
	 

	 	By:	 	/s/ Edward P. Wallerstein	 
	 

	 	 	 	 
	 

	 	 	 	Name: Edward P. Wallerstein	 
	 

	 	 	 	Title: Trustee, Wallerstein Family
Revocable Trust, 7/13/03
	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Jennifer D. Wallerstein	 
	 

	 	 	 	 
	 

	 	 	 	Name: Jennifer D. Wallerstein	 
	 

	 	 	 	Title: Trustee
	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Mark G. Wilson	 
	 

	 	 	 	 
	 

	 	 	 	Name: Mark G. Wilson	 
	 

	 	 	 	Title: General Partner, Technology
Venture Investors—IV
	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 

	 	By:	 	/s/ Francois Houde	 
	 

	 	 	 	 
	 

	 	 	 	Name: Francois Houde	 
	 

	 	 	 	Title: FSM for Export
Development Canada
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Jennifer P. Brody	 
	 

	 	 	 	 
	 

	 	 	 	Name: Jennifer P. Brody	 
	 

	 	 	 	Title: Director, Export
Development Canada
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Eileen McCarthy	 
	 

	 	 	 	 
	 

	 	 	 	Name: Eileen McCarthy	 
	 

	 	 	 	Title: G.P., Alta V Limited
Partnership
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Eileen McCarthy	 
	 

	 	 	 	 
	 

	 	 	 	Name: Eileen McCarthy	 
	 

	 	 	 	Title: under Power of Attorney
for Customs House PaAners	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Man Shek Lee	 
	 

	 	 	 	 
	 

	 	 	 	Name: Man Shek Lee	 
	 

	 	 	 	Title: Shareholder	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Richard M. Bionta	 
	 

	 	 	 	 
	 

	 	 	 	Name: Richard M. Bionta	 
	 

	 	 	 	Title:	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ William P. Jones, Jr.	 
	 

	 	 	 	 
	 

	 	 	 	Name: William P. Jones, Jr.	 
	 

	 	 	 	Title: Chairman of Williams,
Jones & Associates, Inc. and Discretionary Manager of Eye Fund	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 

	 	By:	 	/s/ Donald H. Fererez	 
	 

	 	 	 	 
	 

	 	 	 	Name: Donald H. Fererez	 
	 

	 	 	 	Title: Shareholder
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Ronald S. Johnson	 
	 

	 	 	 	 
	 

	 	 	 	Name: Ronald S. Johnson	 
	 

	 	 	 	Title: Shareholder
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Chris Harrison	 
	 

	 	 	 	 
	 

	 	 	 	Name: Chris Harrison	 
	 

	 	 	 	Title: Treasurer, MacDonald,
DeHwiler and Associates Limited
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Earl McNamer	 
	 

	 	 	 	 
	 

	 	 	 	Name: Earl McNamer	 
	 

	 	 	 	Title: Shareholder	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Hye-Sook Park	 
	 

	 	 	 	 
	 

	 	 	 	Name: Hye-Sook Park	 
	 

	 	 	 	Title: Shareholder	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Kenneth E. Scott	 
	 

	 	 	 	 
	 

	 	 	 	Name: Kenneth E. Scott	 
	 

	 	 	 	Title: Shareholder	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ William C. Miller	 
	 

	 	 	 	 
	 

	 	 	 	Name: William C. Miller, IV	 
	 

	 	 	 	Title: Shareholder	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas P. Berger	 
	 

	 	 	 	 
	 

	 	 	 	Name: Thomas P. Berger	 
	 

	 	 	 	Title: Managing Director,
International Corp. as agent Fernwood Associates and Fernwood
Foundation Fund
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Sergei Lushtak	 
	 

	 	 	 	 
	 

	 	 	 	Name: Sergei Lushtak	 
	 

	 	 	 	Title: Shareholder
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Gene Lushtak	 
	 

	 	 	 	 
	 

	 	 	 	Name: Gene Lushtak	 
	 

	 	 	 	Title: Shareholder
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Ilya Lushtak	 
	 

	 	 	 	 
	 

	 	 	 	Name: Ilya Lushtak	 
	 

	 	 	 	Title: Shareholder	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Sheryl Rothman	 
	 

	 	 	 	 
	 

	 	 	 	Name: Sheryl Rothman	 
	 

	 	 	 	Title: Investment Officer, The
Equitable Life Assurance Society of the United States
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Sheryl Rothman	 
	 

	 	 	 	 
	 

	 	 	 	Name: Sheryl Rothman	 
	 

	 	 	 	Title: Senior Vice President,
Alliance Bernstein High Yield Fund by: Alliance Capital Management
L.P., as Investment Advisor	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Sheryl Rothman	 
	 

	 	 	 	 
	 

	 	 	 	Name: Sheryl Rothman	 
	 

	 	 	 	Title: Senior Vice President, ACM
G1-US High Yield by: Alliance Capital Management L.P., as Investment
Advisor	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]











 






	 	 	 	 	 	 
	 

	 	By:	 	/s/ Chieh Chang	 
	 

	 	 	 	 
	 

	 	 	 	Name: Chieh Chang	 
	 

	 	 	 	Title: Shareholder
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert W. Peterson	 
	 

	 	 	 	 
	 

	 	 	 	Name: Robert W. Peterson	 
	 

	 	 	 	Title: Shareholder
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Richard Glickman	 
	 

	 	 	 	 
	 

	 	 	 	Name: Richard Glickman	 
	 

	 	 	 	Title: Shareholder
	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Cheryl L. Barr	 
	 

	 	 	 	 
	 

	 	 	 	Name: Cheryl L. Barr	 
	 

	 	 	 	Title: Assistant Secretary, The
Titan Corporation	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ David W. Thompson	 
	 

	 	 	 	 
	 

	 	 	 	Name: David W. Thompson	 
	 

	 	 	 	Title: Orbital Sciences Corporation	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ James A. Markevitch	 
	 

	 	 	 	 
	 

	 	 	 	Name: James A. Markevitch	 
	 

	 	 	 	Title: Shareholder	 
	 
	 	 	 	 
	 
	 	 	 	 





[SIGNATURE
PAGE TO STOCKHOLDERS’ AGREEMENT]