0000950133-05-002759 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • June 22nd, 2005 • Orbimage Inc • Communications services, nec • Delaware

This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”), is entered into as of June 20, 2005, by and between ORBIMAGE Holdings Inc. (“Holdings”) and ORBIMAGE Inc. (“ORBIMAGE”).

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • June 22nd, 2005 • Orbimage Inc • Communications services, nec • Delaware

This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), dated as of June 20, 2005, is among ORBIMAGE Inc., a Delaware corporation (the “Company”), ORBIMAGE Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Holdings”), and ORBIMAGE Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Holdings (“Merger Sub”).

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