exv4w1




Exhibit 4.1


	




	Exhibit 4.1




	DGI 2805 DIGITALGLOBE




	COMMON STOCK incorporated under the laws of the state of delaware SEE REVERSE FOR
certain DEFINITIONS AND INFORMATION CONCERNING CERT CUSIP 25389m 10 9




	THIS CERTIFIES THAT SPECIMEN




	IS The owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 EACH OF THE COMMON
STOCK OF




	DigitalGlobe, Inc.




	transferable only on the books of the Corporation by the holder hereof, in person or by duly
authorized attorney, upon surrender of this Certificate properly endorsed or assigned.




	A statement of the rights, preferences, privileges and restrictions granted to or imposed upon
the respective classes or series of shares of stock of the Corporation and upon holders thereof




	as established by the Certificate of Incorporation or by any Certificate of Designation of
Preferences, and the number of shares constituting each series and the designations thereof, may




	IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized
officers, and its facsimile seal to be be hereunto affixed.




	Dated




	SECRETARY            CHIEF EXECUTIVE OFFICER




	COUNTERSIGNED AND REGISTERD:




	AMERICAN STOCK TRANSFER & TRUST COMPANY




	TRANSFER AGENT AND REGISTRAR




	AUTHORIZED OFFICER






 









 




	




	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 D1GITALGLOBE, 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.




	The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:




	TEN COM —as tenant in common UNIF GIFT MIN ACT- (Cust) Custodian (Minor)
UNIF TRAN MIN ACT- (Cust) Custodian (Minor)




	TEN ENT —as tenants by the entireties




	JT TEN -as joint tenants with right of survivorship and not as tenants in
common under Uniform Gifts to Minors under Uniform Gifts to Minors




	Act (State) Act (State)




	Additional abbreviations may also be used though not in the above list.




	For value received, hereby sell, assign and transfer unto




	PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE




	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)




	shares of the capital stock represented by the within certificate, and do hereby irrevocably
constitute and appoint Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.




	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.




	SIGNATURE(S) GUARANTEED:




	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.




	KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED,
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.