exv4w9



 






Exhibit 4.9




	 	 	 
	Rights Certificate No.:

	 	Number of Rights:





THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED
FEBRUARY     , 2005 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE BANK OF NEW YORK, THE RIGHTS AGENT.




ORBIMAGE INC.

Incorporated under the laws of the State of Delaware




CUSIP NO.: 68555Y 12 7




SUBSCRIPTION RIGHTS CERTIFICATE




Evidencing Subscription Rights to Purchase Investment Units Consisting of

One Share of Common Stock and One Warrant to Purchase One Share of Common Stock of ORBIMAGE Inc.

Subscription Price: $10.00 per Unit



THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON
MARCH __, 2005, UNLESS EXTENDED BY THE COMPANY.



REGISTERED OWNER:



THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number
of subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof, or
its assigns, to subscribe for and purchase one investment unit (a “Unit”), consisting of one share
of common stock, with a par value of $0.01 per share, of ORBIMAGE Inc., a Delaware corporation,
(the “Common Stock”) and one warrant to purchase one share of Common Stock, at a subscription price
of $10.00 per Unit (the “Basic Subscription Privilege”), pursuant to a rights offering (the “Rights
Offering”), on the terms and subject to the conditions set forth in the Prospectus and the
“Instructions as to Use of ORBIMAGE Inc. Subscription Rights Certificates” accompanying this
Subscription Rights Certificate. If any Units available for purchase in the Rights Offering are not
purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Privilege
(the “Excess Units”), any Rights holder that exercises its Basic Subscription Privilege in full may
subscribe for a number of Excess Units pursuant to the terms and conditions of the Rights Offering,
subject to proration, as described in the Prospectus (the “Over-Subscription Privilege”). The
Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1
and any other appropriate forms on the reverse side hereof and by returning the full payment of the
subscription price for each Unit in accordance with the “Instructions as to Use of OBIMAGE Inc.
Subscription Rights Certificates” that accompanies this Subscription Rights Certificate. The Rights
evidenced by this Subscription Rights Certificate may also be transferred or sold by completing
Form 2 on the reverse side hereof in accordance with the “Instructions as to Use of ORBIMAGE Inc.
Subscription Rights Certificates” that accompanies this Subscription Rights Certificate.



Transferable on the books of ORBIMAGE Inc. in person or by duly authorized attorney upon surrender
of this Subscription Rights Certificate properly endorsed. This Subscription Rights Certificate is
not valid unless countersigned by the transfer agent and registered by the registrar.



Witness the seal of ORBIMAGE Inc. and the signatures of its duly authorized officers.




Dated: ________   __, 2005




	 	 	 
	 

	 	 
	Matthew M. O’Connell

Chief Executive Officer, President and Director

	 	William Lee Warren

Vice President, General Counsel and Secretary






COUNTERSIGNED AND REGISTERED:


THE BANK OF NEW YORK,

as Transfer Agent And Registrar


	 	 	 	 
	 	 
	By:  	 	 
	 	AUTHORIZED SIGNATURE 	 
	 	 	 
	 





 









 





DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE




	 	 	 
	For delivery by mail:
	 	By Hand or Overnight Delivery:
	 
	 	 
	The Bank of New York

Reorganization Services

ORBIMAGE Inc.

P.O. Box 11248

New York, NY 10286-1248
	 	The Bank of New York

Reorganization Services

101 Barclay Street

Receive and Deliver Window

Street Level

New York, NY 10286

Telephone: 800-507-9357






Delivery other than in the manner or to the addresses listed above

will not constitute valid delivery.




PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.




FORM 1 — EXERCISE OF SUBSCRIPTION RIGHTS



To subscribe for Units pursuant to your Basic Subscription Privilege, please complete lines (a) and
(c) and sign under Form 4 below. To subscribe for Units pursuant to your Over-subscription
Privilege, please also complete line (b) and sign under Form 4 below.



(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:




	 	 	 	 	 	 	 	 	 
	I apply for
	 	Units x	$	 	=	$	 
	
	 	 	 	 	 	 	 
	
	(No. of Units)	 		(Subscription Price)	 	 	(Payment)






(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:


If you have exercised your Basic Subscription Privilege in full and wish to subscribe for
additional Units pursuant to your Over-Subscription Privilege:




	 	 	 	 	 	 	 	 	 
	I apply for
	 	Units x	$	 	=	$	 
	
	 	 	 	 	 	 	 
	
	(No. of Units)	 		(Subscription Price)	 	 	(Payment)






(c) Total Amount of Payment Enclosed = $ _________




METHOD OF PAYMENT (CHECK ONE):



	 	 	 
	o	 	Check or bank draft drawn on a U.S. bank, or postal, telegraphic or
express money order payable to “The Bank of New York, as
Subscription Agent.” Funds paid by an uncertified check may take at least
five business days to clear.







	 	 	 
	o	 	Wire transfer of immediately available funds directly to the account maintained by The Bank of New York, as Subscription Agent
for purposes of accepting subscriptions in this Rights Offering at






The Bank of New York

A/C # 8900060603

ABA # 021000018

REF: ORBIMAGE Inc. Subscription offer



FORM 2 — SALE OR TRANSFER TO DESIGNATED TRANSFEREE OR THROUGH BANK OR BROKER

To sell or transfer your subscription rights to another person, complete this Form and have your
signature guaranteed under Form 5. To sell your subscription rights through your bank or broker,
sign below under this Form 2 and have your signature guaranteed under Form 5, but leave the rest of
this Form 2 blank.



For value received ___of the subscription rights represented by this Subscription Rights
Certificate are assigned to:


	 	 	 	 
	 	 	 	 
	(Print Full Name of Assignee)
	 
	 



	 	 	 	 
	 	 	 	 
	(Print Full Address)
	 
	 



	 	 	 	 
	 	 	 	 
	Tax ID or Social Security No.
	 
	 




	 	 	 	 
	 	 	 	 
	Signature(s)	 
	 




IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this
Subscription Rights Certificate in every particular, without alteration or enlargement, or any
other change whatsoever.




 









 






FORM 3 — DELIVERY TO DIFFERENT ADDRESS



If you wish for the shares of Common Stock and warrants comprising the Units underlying your
subscription right or a certificate representing unexercised subscription rights to be delivered to
an address different from that shown on the face of this Subscription Rights Certificate, please
enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form
5.

	 	 	 	 
	 
	 	 


	 	 	 	 
	 	 



	 	 	 	 
	 	 







FORM 4 — SIGNATURE



TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I
hereby irrevocably subscribe for the number of Units indicated above on the terms and conditions
specified in the Prospectus.

	 	 	 	 
	 	 	 	 
	Signature(s)	 
	 




IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this
Subscription Rights Certificate in every particular, without alteration or enlargement, or any
other change whatsoever.



FORM 5 — SIGNATURE GUARANTEE



This form must be completed if you have completed any portion of Forms 2 or 3.

	 	 	 	 
	 	 
	Signature Guaranteed:	 	 
	 	(Name of Bank or Firm)	 
	 	 	 
	 



	 	 	 	 
	 	 
	By:  	 	 
	 	(Signature of Officer) 	 
	 	 	 
	 



IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock
broker, savings & loan association or credit union) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.









FOR INSTRUCTIONS ON THE USE OF ORBIMAGE INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT THE BANK OF
NEW YORK, THE RIGHTS AGENT, AT 800-507-9357.