ORBIMAGE INC. 2003 EMPLOYEE STOCK INCENTIVE PLAN EXECUTIVE RESTRICTED STOCK AGREEMENTExecutive Restricted Stock Agreement • September 13th, 2004 • Orbimage Inc • Communications services, nec
This grant is an award of Stock in the number of shares set forth on the cover sheet, at the purchase price set forth on the cover sheet, and subject to the vesting conditions described below (“Restricted Stock”). To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process; provided, however, that the Restricted Stock may be transferred in accordance with the section below labeled “Family Transfers.”
STOCK SUBSCRIPTION WARRANT To Purchase Common Stock of ORBIMAGE Inc.Warrant Agreement • September 13th, 2004 • Orbimage Inc • Communications services, nec • Delaware
THIS CERTIFIES THAT for value received, , or its registered assigns (hereinafter called “Holder”), is entitled to purchase from ORBIMAGE Inc., a Delaware corporation (“Company”), at any time during the Term of this Warrant, shares of common stock, $0.01 par value, of Company (the “Common Stock”), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained. This Warrant may be exercised in whole or in part.
EMPLOYMENT-AT-WILL AND RETENTION AGREEMENT between ORBITAL IMAGING CORPORATION and MATTHEW M. O’CONNELL Effective as of October 27, 2003Employment Agreement • September 13th, 2004 • Orbimage Inc • Communications services, nec • Virginia
REGISTRATION RIGHTS AGREEMENT by and between ORBIMAGE Inc., Crest Communications Holdings LLC, and the other Beneficiaries heretoRegistration Rights Agreement • September 13th, 2004 • Orbimage Inc • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2003, among those holders of New Common Stock, New Senior Subordinated Notes and Warrants signatory hereto who are Beneficiaries (as defined below), Crest Communications Holdings LLC (“Crest Communications”) and ORBIMAGE Inc., a Delaware corporation (the “Company”).
NOTE AND SECURITY AGREEMENT FOR SENIOR NOTES DUE 2008 by and among ORBIMAGE Inc., Harbert Distressed Investment Master Fund, Ltd., Magten Group Trust, Magten Partners, LP, Redwood Master Fund, Ltd., Triage Offshore Fund, Ltd., and Triage Capital...Note and Security Agreement • September 13th, 2004 • Orbimage Inc • Communications services, nec • New York
NOTE AND SECURITY AGREEMENT, dated as of December 31, 2003 (this “Agreement”), by and between ORBIMAGE Inc. (the “Company” or “ORBIMAGE”) with its principal office at 21700 Atlantic Boulevard, Dulles, Virginia 20166, and Harbert Distressed Investment Master Fund, Ltd., Magten Group Trust, Magten Partners, LP, Redwood Master Fund, Ltd., Triage Offshore Fund, Ltd., and Triage Capital Management, LP (collectively, the “Initial Holders”).
EMPLOYMENT-AT-WILL AND RETENTION AGREEMENT between ORBIMAGE Inc. and TIMOTHY J. PUCKORIUS Effective as of October 27, 2003Employment Agreement • September 13th, 2004 • Orbimage Inc • Communications services, nec • Virginia
FORM OFFICER/DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2004 • Orbimage Inc • Communications services, nec • Delaware
This Indemnification Agreement is made and entered into as of , 200 by and between ORBIMAGE INC. (the “Corporation”) and (the “Director/Officer”).
