Exhibit 10.3
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BALL-EARTHWATCH AGREEMENT
This Ball-EarthWatch Agreement, dated as of April 8, 1999, is made by and
between EarthWatch Incorporated, a Delaware corporation ("EarthWatch" or the
"Company"), and Ball Technologies Holdings Corp., a Colorado corporation
("Ball").
Whereas, Ball and/or its affiliates currently perform services under
certain agreements with EarthWatch related to satellite construction and certain
engineering support services;
Whereas, EarthWatch is in need of equity financing to fund its business
operations, including satellite constructions, and to enable it to perform its
obligations pursuant to its agreements with Ball; and
Whereas, Ball has agreed to transfer stock to EarthWatch to facilitate the
Company's ability to attract additional financing to fund EarthWatch's business
operations, including its obligations pursuant to its agreements with Ball.
Now Therefore, the parties agree as follows:
Subject to the following paragraph, Ball hereby transfers to EarthWatch two
million seven hundred sixty-one thousand nine hundred eighty-three (2,761,983)
shares of Series A Participating Preferred Stock, par value $.001 per share, of
the Company (the "Transferred Shares") standing in Ball's name on the books of
the Company represented by Certificate No. 100 (the "Certificate") and does
hereby irrevocably constitute and appoint the Company's Secretary attorney to
transfer, following delivery by Ball to the Company of said Certificate, said
stock on the books of the Company with full power of substitution in the
premises.
The transfer of such shares to the Company shall be effective immediately
prior to the filing with the Secretary of State of the State of Delaware of the
Amended and Restated Certificate of Incorporation of EarthWatch (the "Restated
Certificate") in connection with the proposed recapitalization of EarthWatch;
and no such transfer shall occur unless such Restated Certificate is so filed.
Ball agrees to surrender the Certificate in a timely manner to permit transfer
of the Transferred Shares; and EarthWatch shall retire and cancel all of the
Transferred Shares, effective immediately after such transfer becomes effective,
but immediately prior to the filing with the Secretary of State of the State of
Delaware of the Restated Certificate.
This Ball-EarthWatch Agreement shall terminate, and no such transfer,
retirement or cancellation shall occur, if such Restated Certificate has not
been filed with the Delaware Secretary of State on or before April 15, 1999.
[Remainder of This Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date written below.
Dated: April 8, 1999
Ball Technologies Holdings Corp.
By: /s/ Xxxxxx X.Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Secretary
EarthWatch Incorporated
By: /s/ Xxxxxxx X. Xxxxxxxxx, III
Name: Xxxxxxx X. Xxxxxxxxx, III
Title: President and Chief Executive Officer
