exv10w22






Exhibit 10.22




DigitalGlobe Letterhead




June 25, 2008




Post Advisory Group, LLC

11755 Wilshire Blvd., Suite 1400

Los Angeles, CA 90025




Attn : Carl Goldsmith



Dear Mr. Goldsmith:



This letter agreement shall evidence the agreement of DigitalGlobe, Inc. (the “Company’) and Post
Advisory Group, LLC (“Post”), on behalf of funds and accounts managed by Post that are shareholders
of the Company, as follows:





	1.	 	This letter confirms the agreement of the Company to allow Post, upon written notice to the
Company, to require the Company to file a registration statement on Form S-3 (or similar short
form registration statement) (“Shelf Registration Statement”) at any time on or after the date
that begins fifteen months following the effectiveness of the Company’s Registration Statement
on Form S-1 for its initial public offering of common stock, provided that Post beneficially
owns (as determined pursuant to Rule 13(d)(3) of the Securities Exchange Act of 1934),
directly or indirectly, at least 10% of the Company’s outstanding common stock at the time of
the request to file the Shelf Registration Statement. In addition, Sections 4.4, 4.5, 4.6,
4.7, 4.8, 4.9, 4.11 and 4.12 (which sections include certain indemnification obligations of
the Company for the benefit of Post) of the Stockholders’ Agreement, dated July 9, 2003, by
and among the Company and the stockholders on the signature pages thereto (as amended to the
date hereof, the “2003 Stockholder Agreement”), are hereby incorporated by reference into this
letter agreement and shall apply to the rights of Post to require the Company to file the
Shelf Registration Statement as if Post is a “Stockholder” and the Company is the “Company”
and the Shelf Registration Statement is a “Demand Registration,” each as defined in the 2003
Stockholder Agreement; provided, however, that, notwithstanding the foregoing, the Company
shall not be obligated to participate in or otherwise facilitate any underwritten offerings of
any common stock included in the Shelf Registration Statement and, provided, further that
notwithstanding the foregoing, if the Company shall furnish to Post 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 Post; 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 Post its




 









 






	 	 	determinations under this paragraph in respect of a registration under this letter within 15
days of the Company’s receipt of the written notice in respect of such registration or, to
the extent reasonably practicable, promptly after becoming aware of such transaction.






	2.	 	The Company agrees to provide Post with any comments letters received from the SEC and the
Company’s responses thereto relating to the Company’s S-1 Registration Statement and the Shelf
Registration Statement.
	 
	3.	 	The Company represents and warrants to Post that each of the following statements is true on
the date hereof:






	 	(a)	 	This letter has been duly authorized, executed and delivered by, and is a valid
and binding agreement of, the Company, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally and equitable principles of general applicability and except as rights
to indemnification and contribution may be limited under applicable law.
	 
	 	(b)	 	The execution and delivery by the Company of, and the performance by the
Company of its obligations under, this letter will not contravene any provision of
applicable law or the certificate of incorporation or by laws of the Company or any
agreement or other instrument binding upon the Company or any of its subsidiaries that
is material to the Company and its subsidiaries, taken as a whole, or any judgment,
order or decree of any governmental body, agency or court having jurisdiction over the
Company or any subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the performance by
the Company of its obligations under this letter, except such as may be required by
Federal and state securities laws with respect to the Company’s obligations hereunder.






	4.	 	All notices or other communications required by or otherwise with respect to this Agreement
shall be in writing and delivered in accordance with Section 6.7 or the 2003 Stockholder
Agreement.
	 
	5.	 	This letter may be executed in multiple counterparts which, taken together, shall constitute
the whole agreement.
	 
	6.	 	This letter shall be governed by the laws of the State of New York (other than its rules of
conflicts of law to the extent that the application of the laws of another jurisdiction would
be required thereby).





 









 





	 	 	 	 	 
	 	Very truly yours,



DIGITALGLOBE, INC.

 	 
	 	By:  	/s/  Authorized Signatory	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Acknowledged and agreed:



POST ADVISORY GROUP, LLC, on behalf of certain funds and accounts managed by it that own common
stock of DigitalGlobe, Inc.




	 	 	 	 	 
	By:

	 	/s/  Authorized
Signatory
	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title: