exv10w21






Exhibit 10.21




Execution Copy




DIGITALGLOBE, INC.




Investor Agreement




          This Investor Agreement (this “Agreement”) is made as of July 14, 2008, between
DigitalGlobe, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co.
Incorporated, a Delaware corporation (including its successors or permitted assigns, the
“Stockholder”). Unless otherwise specified herein, all of the capitalized terms used
herein are defined in Section 5 hereof.



          WHEREAS, as of the date hereof the Stockholder owns beneficially and of record 82,895,120
shares of common stock, par value, $0.001 per share, of the Company (the “Common Stock”);



          WHEREAS, the Company is contemplating an offer and sale of its Common Stock to the public in
an underwritten initial public offering (the “IPO”) registered under the Securities Act of
1933, as amended from time to time, and the rules promulgated thereunder (the “Securities
Act”);



          WHEREAS, the Company and certain stockholders of the Company, including the Stockholder,
entered into that certain Stockholders’ Agreement, dated as of July 9, 2003 (the “Stockholders
Agreement”), certain terms of which shall remain in effect after consummation of the IPO; and



          WHEREAS, the Company and the Stockholder desire to enter into this Agreement to govern certain
aspects of their relationship upon the consummation of an IPO.



          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement hereby agree as follows:




	 	1.	 	Effectiveness. The parties are entering into this Agreement in connection
with a currently proposed IPO. This Agreement shall become automatically effective upon
the consummation of the IPO (the “Effective Time”).
	 
	 	2.	 	Board of Directors.






	 	(a)	 	Upon completion of the IPO, the Board of Directors of the Company
(the “Board”) shall initially consist of nine persons who shall be divided
into three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board.
	 
	 	(b)	 	From and after the Effective Time and subject to the terms and
conditions of this Agreement, the Stockholder shall have the right to designate
persons to be nominated for election to the Board (each a “Nominee”) as
follows:






i. For so long as the Stockholder and/or any of its Affiliates is the
record and beneficial owner of Stockholder Shares representing at least
25% of



1









 







the outstanding Common Stock, five representatives designated by the
Stockholder, who shall be initially Eddy Zervigon (Non-Independent), Paul
M. Albert (Independent), Warren C. Jenson (Independent), [to be named] and
[to be named] (the “MS Directors”); provided that no more than two
Nominees shall not be Independent;




ii. For so long as the Stockholder and/or any of its Affiliates is the
record and beneficial owner of Stockholder Shares representing less than
25% but at least 20% of the outstanding Common Stock, four representatives
designated by the Stockholder; provided that no more than one Nominee
shall not be Independent; and




iii. For so long as the Stockholder and/or any of its Affiliates is the
record and beneficial owner of Stockholder Shares representing less than
20% but at least 15% of the outstanding Common Stock, three
representatives designated by the Stockholder; provided that each of the
Nominees shall be Independent.




For the avoidance of doubt, references to outstanding Common Stock shall not include
shares reserved for issuance pursuant to options, convertible securities or other
similar rights.




For purposes of this Section 2(b), any determination required to be made hereunder as
to beneficial ownership of the Stockholder Shares shall be made at the end of each of
the Company’s fiscal quarters. The Company shall promptly notify the Stockholder in
writing upon the Company’s determination that a Reduction Event (as defined below) has
been deemed to occur.




	 	(c)	 	The MS Directors will serve as a Class I, Class II or Class III
directors (as defined in the Company’s Certificate of Incorporation) as set forth
on Annex A attached hereto. The initial term of each Class I, Class II and
Class III Director shall expire as set forth in the Company’s Certificate of
Incorporation.
	 
	 	(d)	 	In the event of any increase or decrease in the size of the Board
(other than as contemplated by Section 2(e)), the numbers of Nominees that the
Stockholder shall have the right to designate pursuant to the applicable provision
of Section 2(b) (the “Initial Numbers”) shall be adjusted such that the
numbers of Nominees shall represent, as closely as possible, the same percentages
of the resulting full Board as the Initial Numbers shall represent as a percentage
of the full initial Board.
	 
	 	(e)	 	Each time that the ownership of Stockholder Shares by the Stockholder
of Common Stock is reduced below a level at which, pursuant to Section 2(b) there
would be a reduction in the number of Nominees which the Stockholder would be
entitled to designate (a “Reduction Event”), the Stockholder shall cause
one or more of its non-Independent Nominees to resign from the Board at the next
annual meeting of stockholders such that following such resignation the remaining
number of Nominees shall be equal to the number of Nominees that the Stockholder
is entitled to designate in accordance with Section 2(b) after giving effect to
such reduced ownership. At such time when the Stockholder and/or any of its
Affiliates is the record and beneficial owner of Stockholder




2









 






	 	 	 	Shares representing less than 15% of the outstanding Common Stock, the Stockholder
shall no longer have any right to designate any Nominee under Section 2(b) hereof,
but those Independent directors previously nominated by Stockholder and currently
serving may serve out their current terms. The resulting vacancy(ies) may be
filled by the Board or the Board may elect to reduce the size of the full Board in
order to eliminate such vacancy(ies). As a condition to designating any Nominee,
the Stockholder shall obtain the binding commitment of the Nominee to resign to the
extent required by this Section 2(e) and requested by the Stockholder and/or the
Board. For the sake of clarity, it is expressly understood and agreed that upon
the occurrence of each Reduction Event, any subsequent acquisition of Common Stock
by the Stockholder and/or any of its Affiliates shall not result in an increase to
the number of Nominees that the Stockholder is entitled to designate regardless of
whether such subsequent acquisition would result in the record and beneficial
ownership by the Stockholder and/or any of its Affiliates of a percentage of the
outstanding Common Stock increasing to a level which would entitle the Stockholder
to designate additional Nominees pursuant to Section 2(b).
	 
	 	(f)	 	If a vacancy occurs because of the death, disability,
disqualification, resignation or removal of a Nominee (except as contemplated by
Section 2(e)), subject to Section 4(c), the Stockholder shall be entitled to
designate such Nominee’s successor in accordance with this Agreement and the
Board, subject to a determination of the Board in good faith, after consultation
with outside legal counsel, that such action would not constitute a breach of its
fiduciary duties or applicable law or violate the Company’s Certificate of
Incorporation, by-laws, corporate governance guidelines or similar policies and
that such Nominee, to the extent required under Section 2(b), is Independent,
shall fill the vacancy with such successor Nominee.






	 	3.	 	Board Committees. From and after the Effective Time and subject to the terms
and conditions of this Agreement, at least one of the Stockholder’s Nominees shall be
appointed to each of the standing committees of the Company; provided that each Nominee
appointed meets any independence or other requirements of the national securities exchange
on which the Company’s Common Stock is listed.
	 
	 	4.	 	Company Obligations.






	 	(a)	 	The Company agrees to use its best efforts to assure that (i) each
Nominee is included in the Board’s slate of nominees to the stockholders for each
election of directors, and (ii) each Nominee is included in the proxy statement
prepared by management of the Company in connection with soliciting proxies for
every meeting of the stockholders of the Company called with respect to the
election of members of the Board, and at every adjournment or postponement
thereof, and on every action or approval by written consent of the stockholders
of the Company or the Board (to the extent permitted) with respect to the election
of members of the Board.
	 
	 	(b)	 	Notwithstanding anything herein to the contrary, the Company shall
not be obligated to cause to be nominated for election to the Board or recommend
to the stockholders the election of any Nominee (i) who fails to submit to the
Company on a timely basis such questionnaires as the Company may reasonably
require of




3









 






	 	 	 	its directors generally and such other information as the Company may reasonably
request in connection with the preparation of its filings under the Securities
Laws; or (ii) the Board or any committee thereof determines in good faith, after
receipt of written advice of outside legal counsel, that such action would
constitute a breach of its fiduciary duties or applicable law or violate the
Company’s Certificate of Incorporation, by-laws, corporate governance guidelines or
similar policies, or that such Nominee, to the extent required under Section 2(b),
is reasonably likely not to be Independent; provided, however, that
upon the occurrence of either (i) or (ii) above, the Company shall promptly notify
the Stockholder of the occurrence of such event and, to the extent possible, permit
the Stockholder to provide an alternate Nominee sufficiently in advance of any
Board action or meeting of stockholders called with respect to such election of
nominees or consent in lieu of a meeting. The Company shall use best efforts to
perform its obligations under Section 4(a) with respect to such alternate Nominee;
provided, however, that if the Company provides at least 60 days
advance notice of the occurrence of any such event such alternative nominee must be
designated by the applicable Stockholder not less than 30 days in advance of any
Board action or notice of meeting of the stockholders; provided,
further, in no event shall the Company be obligated to postpone, reschedule
or delay any scheduled meeting of the stockholders or to amend or supplement any
proxy statement with respect to such election of directors provided the Company has
otherwise complied with this Section 4.
	 
	 	(c)	 	At any time a vacancy occurs because of the death, disability,
resignation or removal of a Nominee, then the Board, or any committee thereof,
shall not fill such vacancy until the earliest to occur of (i) such Stockholder
has designated a successor Nominee and the Board has filled the vacancy and
appointed such successor Nominee in accordance with Section 2(f) above; (ii) such
Stockholder fails to designate a successor Nominee within 30 days after receiving
written notification of the vacancy from the Company; or (iii) such Stockholder
has specifically waived its right under this Section 4(c).






	 	5.	 	Definitions.





          “Affiliate” means an “affiliate” as defined under Rule 405 of the Securities Act.



          “Agreement” has the meaning set forth in the preamble.



          “Board” has the meaning set forth in Section 2(a).



          “Certificate of Incorporation” means the Company’s Amended and Restated Certificate of
Incorporation as the same may be amended from time to time.



          “Common Stock” has the meaning set forth in the recitals.



          “Company” has the meaning set forth in the preamble.



          “Effective Time” has the meaning set forth in Section 1.



          “Independent” means an “independent director” as defined by the NYSE Rules (or the
comparable and applicable rules and policies of any other national securities exchange on which



4









 







the Common Stock is listed from time to time), including the additional independence requirements
for audit committee members set forth in the NYSE Rules and Rule 10A-3 under the Securities
Exchange Act of 1934.



          “Initial Numbers” has the meaning set forth in Section 2(d).



          “IPO” has the meaning set forth in the recitals.



          “MS Directors” has the meaning set forth in Section 2(b)(i).



          “Nominee” has the meaning set forth in Section 2(b).



          “NYSE Rules” means the rules and policies of the New York Stock Exchange, Inc. as in
effect from time to time.



          “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision thereof.



          “SEC” means the United States Securities and Exchange Commission.



          “Securities Act” has the meaning set forth in the recitals.



          “Securities Laws” means the Securities Act and the Securities Exchange Act of 1934, as
amended from time to time, and the rules promulgated thereunder.



          “Stockholder” has the meaning set forth in the preamble.



          “Stockholder Shares” means (i) any and all shares of Common Stock owned by the
Stockholder and/or any of its Affiliates at any given time; and (ii) any capital stock or other
equity securities issued or issuable directly or indirectly with respect to or in exchange for the
Common Stock referred to in clause (i) above by way of stock dividend or stock split or in
connection with the combination of shares, recapitalization, merger, consolidation or other
reorganization.



          “Stockholders Agreement” has the meaning set forth in the recitals.




	 	6.	 	Amendment and Waiver. No modification, amendment or waiver of any provision
of this Agreement shall be effective against the Company or the Stockholder unless such
modification, amendment or waiver is approved in writing by such party. The failure of any
party to enforce any of the provisions of this Agreement shall in no way be construed as a
waiver of such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
	 
	 	7.	 	Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of any other
provision of this Agreement in such jurisdiction or affect the validity, legality or
enforceability of any




5









 






	 	 	 	provision in any other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
	 
	 	8.	 	Entire Agreement. Except for the provisions of the Stockholders’ Agreement
that remain in effect following the consummation of the IPO, this Agreement embodies the
complete agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related to the
subject matter hereof in any way.
	 
	 	9.	 	Benefit of Parties; Transfer. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors, permitted
assigns and legal representatives. No rights or obligations of the Company may be
assigned without the express written consent of the Stockholder, or its successors or
permitted assigns, as applicable. No rights or obligations of the Stockholder may be
assigned without the express written consent of the Company, or its successors or
permitted assigns, as applicable; provided, however, that, without the express written
consent of the Company, the Stockholder shall be permitted to assign its rights and
obligations hereunder to an Affiliate of the Stockholder who holds or, concurrent with
such assignment, becomes a holder of Stockholder Shares. Nothing herein contained shall
confer or is intended to confer on any third party or entity that is not a party to this
Agreement any rights under this Agreement.
	 
	 	10.	 	Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall be an original and all of which taken together shall constitute one and the
same agreement.
	 
	 	11.	 	Remedies. The Company and the Stockholder shall be entitled to enforce their
rights under this Agreement specifically, to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights existing in their favor.
The parties hereto agree and acknowledge that a breach of this Agreement would cause
irreparable harm and money damages would not be an adequate remedy for any such breach and
that, in addition to other rights and remedies hereunder, the Company and the Stockholder
shall be entitled to specific performance and/or injunctive or other equitable relief
(without posting a bond or other security) from any court of law or equity of competent
jurisdiction in order to enforce or prevent any violation of the provisions of this
Agreement.
	 
	 	12.	 	Notices. Any notice provided for in this Agreement shall be in writing and
shall be either personally delivered, or mailed first class mail (postage prepaid, return
receipt requested) or sent by reputable overnight courier service (charges prepaid) or
sent by facsimile (receipt confirmed) to the Company or the Stockholder, as applicable, at
the addresses set forth below. Notices shall be deemed to have been given hereunder when
delivered personally, three business days after deposit in the U.S. mail, one business day
after deposit with a reputable overnight courier service, and one business day after being
sent to the recipient by facsimile.




6









 











     If to the Company:




DigitalGlobe, Inc.

1601 Dry Creek Drive

Longmont, Colorado 80503

Facsimile: (303) 684-4340

Attention: General Counsel



          If to the Stockholder:




Morgan Stanley & Co., Incorporated

1585 Broadway

New York, New York 10034

Facsimile: (212) 761-0186

Attention: Eddy Zervigon




	 	13.	 	Governing Law.






	 	(a)	 	This Agreement shall be governed by and construed in accordance with
the domestic laws of the State of New York without giving effect to any choice or
conflict of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.
	 
	 	(b)	 	All legal proceedings arising out of or relating to this Agreement
shall be heard and determined in the state and federal courts located in the State
of New York, and the parties hereto hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such legal proceeding and irrevocably waive the
defense of an inconvenient forum to the maintenance of any such legal proceeding.
The parties hereto agree that a final judgment in any such legal proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by applicable law.
	 
	 	(c)	 	EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 13(c).










7









 












	 	14.	 	Business Days. If any time period for giving notice or taking action
hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in
which the Company’s chief executive office is located, the time period shall automatically
be extended to the business day immediately following such Saturday, Sunday or legal
holiday.
	 
	 	15.	 	Termination. This Agreement shall be perpetual; provided,
however, that the terms and provisions of this Agreement shall terminate at such
time as the Stockholder and/or any of its Affiliates ceases to be the record and
beneficial owner of Stockholder Shares representing at least 15% of the outstanding Common
Stock.
	 
	 	16.	 	Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement. Whenever the words
“include”, “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” The words
“hereof,” “herein” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. All terms defined in this Agreement shall have
the defined meanings when used in any document made or delivered pursuant hereto unless
otherwise defined therein. The definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine as well as to
the feminine and neuter genders of such term. Any agreement, instrument or statute
defined or referred to herein or in any agreement or instrument that is referred to herein
means such agreement, instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or consent
and (in the case of statutes) by succession of comparable successor statutes and
references to all attachments thereto and instruments incorporated therein.
	 
	 	17.	 	No Strict Construction. The language used in this Agreement shall be deemed
to be the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against any party. No provision of this
Agreement shall be interpreted in favor of, or against, either of the parties by reason of
the extent to which either such party or its counsel participated in the drafting thereof
or by reason of the extent to which any such provision is inconsistent with any prior
draft thereof.
	 
	 	18.	 	Further Assurances. Each party hereto shall do and perform or cause to be
done and performed all such further acts and things and shall execute and deliver all such
other agreements, certificates, instruments and documents as any other party hereto
reasonably may request in order to carry out the intent and accomplish the purposes of
this Agreement.





[SIGNATURE PAGE FOLLOWS]




8









 








          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written.



	 	 	 
	DIGITALGLOBE, INC.
	 	 
	 

/s/ Yancey L. Spruill	 	 
	 

Name: Yancey L. Spruill

	 	 
	Title:
Executive Vice President and Chief Financial Officer
	 	 
	 
	 	 
	MORGAN STANLEY & CO. INCORPORATED
	 
	 

/s/ Eddy Zervigon	 	 
	 

Name: Eddy Zervigon

	 	 
	Title:
Managing Director
	 	 







9