0001144204-12-040519 Sample Contracts

VOTING AGREEMENT
Voting Agreement • July 23rd, 2012 • Digitalglobe Inc • Communications services, nec • Delaware

This VOTING AGREEMENT, dated as of July 22, 2012 (this “Agreement”), is by and between DigitalGlobe, Inc., a Delaware corporation (“DigitalGlobe”), and Matthew M. O’Connell (the “Stockholder”).

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AGREEMENT AND PLAN OF MERGER Dated as of July 22, 2012, by and among DigitalGlobe, Inc., 20/20 Acquisition Sub, Inc., WorldView, LLC, and GeoEye, Inc.
Merger Agreement • July 23rd, 2012 • Digitalglobe Inc • Communications services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 22, 2012, by and among DigitalGlobe, Inc., a Delaware corporation (“DigitalGlobe”), 20/20 Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), WorldView, LLC, a Delaware limited liability company (“Merger Sub 2”), and GeoEye, Inc., a Delaware corporation (“GeoEye”).

CERBERUS AGREEMENT
Shareholder Agreement • July 23rd, 2012 • Digitalglobe Inc • Communications services, nec • Delaware

This AGREEMENT, dated as of July 22, 2012 (this "Agreement"), is by and among DigitalGlobe, Inc., a Delaware corporation ("DigitalGlobe"), Cerberus Capital Management, L.P., a New York limited partnership ("Cerberus"), Cerberus Partners II, L.P., a Delaware limited partnership ("Cerberus Partners II"), Cerberus Series Four Holdings, LLC, a Delaware limited liability company ("Cerberus Series Four Holdings"), and Cerberus Satellite LLC, a Delaware limited liability company ("Cerberus Satellite" and, together with Cerberus, Cerberus Partners II and Cerberus Series Four Holdings, the "Cerberus Parties" and, together with Cerberus Partners II and Cerberus Series Four Holdings, the "Stockholders").

VOTING AGREEMENT
Voting Agreement • July 23rd, 2012 • Digitalglobe Inc • Communications services, nec • Delaware

This VOTING AGREEMENT, dated as of July 22, 2012 (this “Agreement”), is by and among DigitalGlobe, Inc., a Delaware corporation (“DigitalGlobe”), Cerberus Capital Management, L.P. , a New York limited partnership (“Cerberus”), Cerberus Partners II, L.P., a Delaware limited partnership (“Cerberus Partners II”), Cerberus Series Four Holdings, LLC, a Delaware limited liability company (“Cerberus Series Four Holdings”), and Cerberus Satellite LLC (“Cerberus Satellite” and, together with Cerberus, Cerberus Partners II and Cerberus Series Four Holdings, the “Cerberus Parties” and, together with Cerberus Partners II and Cerberus Series Four Holdings, the “Stockholders”).

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