ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

by and among

SPACE IMAGING LLC,

as Seller,

and

ORBIMAGE HOLDINGS, INC. and

ORBIMAGE, INC.,

as Purchaser

Dated as of September 15, 2005

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ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT, dated as of September 15, 2005 (the “ Agreement ”), by and among Space Imaging LLC, a Delaware limited liability company (“ Seller ”), and OrbImage Holdings, Inc., a Delaware corporation and OrbImage, Inc., a Delaware corporation (collectively, the “ Purchaser ”).

     WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, on an as-is, where-is basis (except as otherwise expressly provided herein), substantially all of the property, assets and rights owned or leased by Seller relating to the Operations (as defined herein), and to assume certain obligations and liabilities of Seller relating to the Operations, upon the terms and subject to the conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants, agreements and conditions contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

DEFINITIONS

      SECTION 1.1. Definitions . As used in this Agreement, the following terms have the meanings indicated:

     “ Acquired Assets ” shall have the meaning set forth in Section 2.1.

     “ Affiliate ” shall have the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended; provided, however, that “Affiliate” shall not include Raytheon Company or Lockheed Martin Corporation or any of their respective subsidiaries.

     “ Agreement ” shall have the meaning set forth in the preamble to this Agreement.

     “ Asset Allocation ” shall have the meaning set forth in Section 2.10.

     “ Assigned Agreements ” shall have the meaning set forth in Section 2.1(f).

     “ Assigned IP Assets ” shall have the meaning set forth in Section 2.1(d).

     “ Assumed Liabilities ” shall have the meaning set forth in Section 2.3.

     “ Assumption Agreement ” shall have the meaning set forth in Section 2.5(b).

     “ BofA Securities ” shall have the meaning set forth in Article VII.

     “ Bill of Sale and Assignment ” shall have the meaning set forth in Section 2.5(a).

     “ Books and Records ” shall have the meaning set forth in Section 2.1(i).

     “ Business Day ” shall mean any day that banks are opened for business in the State of New York and the Commonwealth of Massachusetts and the State of Colorado, other than a Saturday or Sunday.

     “ Claim ” shall have the meaning set forth in Section 9.4.

     “ Closing ” shall have the meaning set forth in Section 2.7.

     “ Closing Cash Payment ” shall have the meaning set forth in Section 2.6(a).

     “ Closing Date ” shall have the meaning set forth in Section 2.7.

     “ COBRA ” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and as codified in Section 4980B of the Code and Section 601 et seq. of ERISA.

     “ Code ” shall have the meaning set forth in Section 2.8(i).

     “ Confidential Information ” shall have the meaning set forth in Section 5.5(a).

     “ Confidentiality Agreement ” shall have the meaning set forth in Section 5.3.

     “ Consent ” shall have the meaning set forth in Section 3.10.

     “ Contracts ” shall have the meaning set forth in Section 2.1(f).

     “ Copyright Assignment ” shall have the meaning set forth in Section 2.5(a).

     “ Copyrights ” shall have the meaning set forth in the definition of “Intellectual Property” in this Section 1.1.

     “ COTS Software License ” shall have the meaning set forth in Section 3.8(a)(ii).

     “ Credit Agreement ” shall mean the Amended and Restated Credit Agreement dated as of March 31, 2003, as amended and currently in effect, among Space Imaging LLC, as borrower, Citicorp USA, Inc., as agent, Raytheon Company and Lockheed Martin Corporation, as initial lenders, and Citibank, N.A. and Bank of America, N.A., as initial issuing banks.

     “ CRS Agreements ” shall mean the Commercial Remote Sensing System Operations and Maintenance Contract, dated as of January 1, 2000, by and between Seller and Lockheed Martin Services, Inc., the Commercial Remote Sensing System Operations and Maintenance Contract, dated as of February 7, 1997, by and between Space Imaging, Inc., as managing member of Seller, and Raytheon E-Systems, Garland and any extensions thereof.

     “ Debt ” means, as of any date, (without duplication) with respect to the Seller, any indebtedness outstanding, secured or unsecured, contingent or otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the assets of

such Person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments (but excluding any amount representing the balance deferred and unpaid of the purchase price of any property that is part of the Operations or the Acquired Assets) and expressly includes, for the avoidance of doubt, but without limiting the generality of the foregoing, (i) all obligations and liabilities of Seller arising out of or in respect of the Credit Agreement, (ii) all obligations and liabilities of Seller arising out of or in respect of the Notes Payable and (iii) the unsecured obligation pursuant to a promissory note due June 30, 2005, owing from Seller to Lockheed Martin Corporation in the amount of $448,000 plus accrued interest. Notwithstanding any other provision of the foregoing definition, for the avoidance of doubt, in no event shall any trade payable (other than the Notes Payable) arising from the purchase of goods or materials or for services obtained in the Ordinary Course of Business be deemed to be “ Debt ”.

     “ DOD ” shall mean the U.S. Department of Defense, or any successor entity.

     “ DOS ” shall mean the U.S. Department of State, or any successor entity.

     “ Disclosure Schedule ” shall have the meaning specified in the preamble to Article III.

     “ Environmental Action ” shall have the meaning set forth in Section 9.5.

     “ Environmental Laws ” shall mean all applicable Laws or other agency requirement having the force and effect of law and relating to pollution, Hazardous Materials, protection of the environment, protection of natural resources, or health and safety.

     “ Equipment ” shall have the meaning set forth in Section 2.1(b).

     “ ERISA ” shall have the meaning set forth in Section 3.11.

     “ ERISA Affiliate ” means, with respect to any Person, any entity that is (or at the relevant time was) a member of a “controlled group of corporations” with, under “common control” with, or a member of an “affiliated service group” with, or otherwise required to be aggregated with, such Person as provided in Section 414 of the Code; provided, however, that “ERISA Affiliate” shall not include Raytheon Company or Lockheed Martin Corporation or any of their respective subsidiaries, other than the Manager.

     “ Escrow Account ” shall have the meaning set forth in Section 2.6(b).

     “ Escrow Agent ” shall have the meaning set forth in the Escrow Agreement.

     “ Escrow Agreement ” shall mean the Escrow Agreement, to be entered into among Purchaser, Seller and the Escrow Agent on or prior to the Closing Date, substantially in the form attached hereto as Exhibit G .

     “ Escrow Amount ” shall have the meaning set forth in Section 2.6(b).

     “ Excluded Assets ” shall have the meaning set forth in Section 2.2.

     “ Excluded Liabilities ” shall have the meaning set forth in Section 2.4.

     “ FCC ” shall mean the U.S. Federal Communications Commission, or any successor agency.

     “ Financial Statements ” shall have the meaning set forth in Section 3.3.

     “ Foreign Government Contract ” shall mean any Contract, subcontract of a Contract, or Contract with a prime contractor having a Contract, with a sovereign government excluding the United States (or any state or local government thereof), or any agency or department thereof relating to the Operations, including, without limitation, any such Contract involving or requiring a foreign industrial or government security clearance.

     “ Funding Agreement ” shall have the meaning set forth in Section 2.6(a).

     “ GAAP ” shall mean United States generally accepted accounting principles.

     “ Government Bid ” means any bid, proposal or offer made by Seller prior to the Closing Date which, if accepted, would result or may result in a Government Contract or Foreign Government Contract.

     “ Governmental Body ” shall have the meaning set forth in Section 3.7.

     “ Government Contract ” shall mean any Contract, subcontract of a Contract, or Contract with a prime contractor having a Contract, with the United States federal, state or local government or any agency or department thereof relating to the Operations, including, without limitation, any such Contract involving or requiring an industrial or government security clearance.

     “ Ground Facilities ” shall have the meaning set forth in Section 3.6(c).

     “ Hazardous Substance ” shall mean any toxic, hazardous, explosive, dangerous, flammable or radioactive substance that is regulated by or under authority of any Environmental Law, including, without limitation, (i) any petroleum products, asbestos or polychlorinated biphenyls and (ii) in the United States, all substances defined as Hazardous Substances, Oils, Pollutants or Contaminants in the Natural Oil and Hazardous Substances Pollution Contingency Plan.

     “ HSR Act ” shall have the meaning set forth in Section 5.6(b).

     “ IKONOS Satellite ” shall mean the non-geostationary orbit satellite launched on September 24, 1999 and operating in the Earth Exploration Satellite Service established by the FCC, as initially licensed by the FCC in Space Imaging L.P., 10 FCC Rcd 10911 (1995) and modified in Space Imaging LLC, 16 FCC Rcd 7088 (2001).

     “ IKONOS Satellite System ” shall mean the IKONOS Satellite and the Ground Facilities.

     “ Information ” shall have the meaning set forth in Section 5.14.

     “ Initial Payment ” shall have the meaning set forth in Section 2.6(a).

     “ Instruments of Assignment ” shall have the meaning set forth in Section 2.5(a).

     “ Instruments of Assumption ” shall have the meaning set forth in Section 2.5(b).

     “ Intellectual Property ” shall mean all of the following as they exist in any jurisdictions throughout the world, in each case, to the extent owned by or licensed to Seller:

     (i) patents, patent applications, industrial rights and the inventions, designs and improvements described and claimed therein, patentable inventions, and other patent rights (including any divisionals, continuations, continuations-in-part, renewals, substitutions or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended modified, withdrawn or refiled) (collectively, “ Patents ”);

     (ii) trademarks, service marks, trade dress, trade names, brand names, designs, logos or corporate names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration thereof, and any renewals or extensions thereof, including, without limitation, the name “Space Imaging” and all variants of Space Imaging and any registrations of which are owned by Seller (collectively, “ Trademarks ”);

     (iii) copyrights, copyrightable subject matter and other rights of authorship, whether registered or unregistered, and all registrations and applications for registration thereof, and any renewals and extensions thereof, and non-registered copyrights (collectively, “ Copyrights ”);

     (iv) trade secrets, confidential business information and other proprietary information including, without limitation, designs, research and development information, technical information, specifications, operating and maintenance manuals, methods, engineering drawings, know-how, data, mask works, discoveries, inventions, industrial designs and other proprietary rights (whether or not patentable or subject to copyright, mask work or trade secret protection);

     (v) all Internet domain names, web sites and web pages and related rights and items; and

     (vi) computer software programs and software systems, including, without limitation, all databases, compilations, tool sets, compilers, higher level or “proprietary” languages, and all related material documentation and information, whether in source code, object code or human readable form, other than software used by Seller that is

commercially available pursuant to “shrink-wrap,” “click-through” or other standard form license agreements and software that is embedded as part of commercially available products or services (collectively, “Software”).

     “ intellectual property ”, if used in lower case, shall mean all of the foregoing, without restriction as to identity of ownership, licensor or licensee.

     “ Inventory ” shall have the meaning set forth in Section 2.1(c).

     “ IP Licenses ” shall mean all permits, licenses, sublicenses and other agreements or permissions under which Seller is a licensee or otherwise authorized to use or practice, or under which Seller is a licensor of any Intellectual Property.

     “ ITAR ” shall have the meaning set forth in Section 3.23.

     “ Knowledge ” shall mean (i) with respect to Seller, the actual knowledge of the Persons listed on Schedule 1.1(a) and (ii) with respect to Purchaser, the actual knowledge of the Persons listed on Schedule 1.1(b) .

     “ Laws ” shall have the meaning set forth in Section 2.12(a).

     “ Lease Assignment ” shall have the meaning set forth in Section 2.5(a).

     “ Leased Real Property ” shall have the meaning set forth in Section 3.18(b).

     “ Liabilities ” shall have the meaning set forth in Section 3.17.

     “ Liens ” shall mean any pledges, liens, charges, encumbrances, transfer restrictions, options, rights of first refusal, mortgages, deeds of trust, easements, leases, servitudes, security interests, restrictions and Claims of any kind or other encumbrances of any nature whatsoever.

     “ Limited Liability Company Operating Agreement ” shall mean the Limited Liability Company Agreement, dated as of September 30, 1999, by and between Seller and the entities identified on Exhibit A thereto, as amended from time to time according to the terms thereof.

     “ Lockheed Martin IP Agreement ” shall mean the letter agreement dated September 10, 2004 between Seller and Lockheed Martin Corporation regarding characterization of certain intellectual property and all agreements amended by such letter agreement.

     “ Losses ” shall have the meaning set forth in Section 9.1(a).

     “ Manager ” means Space Imaging, Inc., a Delaware corporation.

     “ Material Adverse Effect ” shall mean any event, change or effect that (i) is, or would reasonably be expected to be, materially adverse to the Operations or the Acquired

Assets, in each case taken as a whole (other than changes, effects or circumstances that are the result of economic factors affecting the economy as a whole or that are the result of factors generally affecting the industry or specific markets in which the Operations operate), or (ii) would prevent, or materially impair or materially delay, Seller from consummating the transactions contemplated by the Transaction Documents; provided , that a “Material Adverse Effect” shall not include any adverse change, effect or event (i) arising out of or resulting primarily from actions contemplated by the parties hereto in connection with this Agreement or the other Transaction Documents or (ii) that is attributable to the announcement or performance of this Agreement or the other Transaction Documents or the transactions contemplated by this Agreement or the other Transaction Documents.

     “ Material Consents ” shall have the meaning set forth in Section 6.2(f).

     “ Material Permits ” shall have the meaning set forth in Section 2.1(g).

     “ Name Transition Period ” shall have the meaning set forth in Section 5.13.

     “ NOAA ” shall mean the U.S. National Oceanic and Atmospheric Administration, or any successor agency.

     “ Notes Payable ” shall mean, with respect to any applicable Financial Statement of Seller, the amount reflected as “Notes Payable” in such Financial Statement, which is approximately $18.443 million as of June 30, 2005.

     “ Offered Employees ” shall have the meaning set forth in Section 5.7.

     “ Operations ” shall mean all business and operations of Seller as currently conducted, including, without limitation, all research, development, manufacturing, marketing, sales, service and other activities of Seller (including its predecessors, if any) relating thereto or in connection therewith.

     “ Order ” shall have the meaning set forth in Section 6.1(a).

     “ Ordinary Course of Business ” shall have the meaning set forth in Section 3.4.

     “ Other Instruments ” shall have the meaning set forth in Section 2.5(a).

     “ Owned Real Property ” shall have the meaning set forth in Section 3.18(a).

     “ Patent Assignment ” shall have the meaning set forth in Section 2.5(a).

     “ Permits ” shall have the meaning set forth in Section 3.7.

     “ Permitted Liens ” shall have the meaning set forth in Section 3.6(a).

     “ Permitted Payments ” shall mean (a) payments of principal, interest or other amounts pursuant to the terms of the Credit Agreement and (b) payments of Seller Transaction Costs.

     “ Person ” shall mean and include an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, a firm, an association, an unincorporated organization and a government or any department or agency thereof or any other entity.

     “ Plans ” shall have the meaning set forth in Section 3.11(a).

     “ Pre-Closing Tax Period ” shall mean (i) any Tax period ending on or before the Closing Date and (ii) with respect to a Tax period that commences before but ends after the Closing Date, the portion of such period up to and including the Closing Date.

     “ Property Taxes ” shall have the meaning set forth in Section 5.10.

     “ Purchase Price ” shall have the meaning set forth in Section 2.6(a).

     “ Purchaser ” shall have the meaning set forth in the preamble to this Agreement.

     “ Raytheon IP Agreements ” shall mean, collectively, the Amendment Agreement dated as of September 27, 2004 between Raytheon Company, Lockheed Martin Corporation and Seller, all agreements amended by such Amendment Agreement, and the Object Code License attached as an exhibit thereto.

     “ Replacement Plan ” shall have the meaning set forth in Section 5.7(b).

     “ Representatives ” shall have the meaning set forth in Section 5.5(a).

     “ Retention Plans ” shall mean the Key Employee Retention Plan of Space Imaging, Inc., the Employee Retention Plan of Space Imaging, Inc., the Key Management Retention Plan of Space Imaging, Inc. and any retention agreement for key employees of Seller.

     “ ROC ” shall mean a regional operations center.

     “ Satellite Data ” shall have the meaning set forth in Section 3.6(b).

     “ Seller ” shall have the meaning set forth in the preamble to this Agreement.

     “ Seller Employees ” shall have the meaning set forth in Section 5.7.

     “ Seller Permits ” shall have the meaning set forth in Section 2.1(g).

     “ Seller’s Threshold Amount ” shall mean, at any particular time in question, an amount equal to $1,000,000 minus the aggregate amount of Purchaser’s Losses that are not subject to indemnification by Seller by virtue of Section 9.1(b) without utilizing the Escrow Amount minus 50% of the aggregate amount actually paid by Purchaser in respect of Seller’s 2005 accrued liability in respect of Seller’s 401(k) plan and

supplemental executive retirement plan payment obligations; provided that the Seller’s Threshold Amount shall not be less than zero.

     “ Seller Transaction Costs ” shall mean (a) payments of amounts owing to BofA Securities in connection with this Agreement or any other Transaction Documents or the transactions contemplated hereby or thereby, (b) payments to reimburse the Manager’s actual costs and expenses in discharging its responsibilities and (c) payments to reimburse the actual costs and expenses of the “Agent” and the “Lenders” (both as defined in the Credit Agreement) relating to Debt or the Credit Agreement.

     “ Severance Plan ” shall mean the Severance Pay Plan of Space Imaging, Inc. effective January 1, 1999.

     “ Solutions Purchase Agreement ” shall mean that certain Asset Purchase Agreement pursuant to which Seller sold its Federal, Civilian and Commercial Solutions business.

     “ Straddle Period ” shall have the meaning set forth in Section 5.16.

     “ Tax ” shall mean all taxes (whether federal, state, local or foreign) based upon or measured by income and any other tax whatsoever, including but not limited to any income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, registration, recording, documentary, conveyance, gains, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, whether or not measured in whole or in part by net income, together with any interest, deficiency penalty, addition to tax or additional amount imposed by any Governmental Body responsible for the imposition of any such tax (domestic or foreign) and obligations under any tax sharing or tax allocation or similar agreement to which Seller is a party, whether imposed on a person as primary obligor or as a result of being a “transferee” (within the meaning of Section 6901 of the Code or any other applicable law) of another person or as a result of being a member of an affiliated, consolidated, unitary or combined group.

     “ Tax Returns ” means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect to any Taxes, including any schedules and attachments thereto, and amendments thereof.

     “ Trademark Assignment ” shall have the meaning set forth in Section 2.5(a).

     “ Transaction Documents ” shall mean this Agreement, the Escrow Agreement, the Instruments of Assignment, the Instruments of Assumption, all Schedules and Exhibits hereto and thereto, together with any other agreements, instruments, certificates and documents executed by the parties hereto in connection herewith or therewith.

     “ Transfer Taxes ” shall have the meaning set forth in Section 5.10(a).

     “ Transferred Bank Accounts ” shall have the meaning set forth in Section 2.1(p).

     “ Transferred Employees ” shall have the meaning set forth in Section 5.7.

     “ Unrestricted Claims ” shall have the meaning set forth in Section 9.1(b).

     “ WARN Act ” means the Worker Adjustment and Retraining Notification Act (Pub. L. 100-379, 102 Stat. 890 (1988)), as amended.

ARTICLE II

TRANSFER OF ASSETS AND LIABILITIES

      SECTION 2.1. Acquired Assets . Upon the terms and subject to the conditions of this Agreement, at the Closing provided for in Section 2.7, in each case subject to Section 2.11, Seller, on an as-is, where-is basis (except as otherwise expressly provided herein), shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to all of the property, assets and rights owned, leased or licensed by Seller relating to or used in the Operations (other than the Excluded Assets), of every kind, character and description, whether tangible, intangible, real, personal or mixed and wheresoever located, whether carried on the books of Seller or not carried on the books of Seller due to expense, full depreciation or otherwise, as the same may exist on the Closing Date (collectively, the “ Acquired Assets ”), expressly subject to the Assumed Liabilities and Permitted Liens. Such Acquired Assets shall include, without limitation, the following (except to the extent that they are Excluded Assets):

     (a) All of Seller’s right, title and interest in and to the IKONOS Satellite System;

     (b) All of Seller’s right, title and interest in and to all tangible personal property owned or leased by Seller or, subject to the terms and conditions of the Government Contract to which such tangible personal property relates, furnished to Seller by a Governmental Body relating to or used in the Operations, including, without limitation, all furniture, fixtures, computer equipment, furnishings, tools, machinery, spare parts, motor vehicles, leasehold improvements and equipment (collectively, the “ Equipment ”), and all manufacturers’ warranties associated with such items, including, without limitation, the list of Equipment set forth on Schedule 2.1(b) ;

     (c) All of Seller’s right, title and interest in and to all inventory, work-in-process, components, finished goods, parts, supplies, raw materials and other items owned or leased by Seller relating to or used in the Operations (collectively, the “ Inventory ”), as well as all manufacturers’ warranties associated with such items, including, without limitation, the list of Inventory set forth on Schedule 2.1(c) ;

     (d) All of Seller’s right, title and interest in and to all Intellectual Property and all IP Licenses (but in the case of Intellectual Property licensed to Seller by third parties, only such rights as Seller has under the IP Licenses in question), in both cases relating to or used in the Operations (collectively, the “ Assigned IP Assets ”), including, without limitation, the list of Assigned IP Assets set forth on Schedule 2.1(d) ;

     (e) All of Seller’s right, title and interest in and to all claims, deposits, prepayments, warranty and guarantee rights, refunds and rebates and similar items relating to the Operations;

     (f) All of Seller’s rights under, and interest in, all agreements, arrangements, contracts, notes, bonds, loans, instruments, mortgages, indentures, leases (including operating leases), conditional sales contracts, licenses (including, without limitation, all IP Licenses), franchises, understandings, commitments and other binding arrangements (collectively, “ Contracts ”) relating to the Operations to which Seller is a party or by or to which the Acquired Assets are bound or subject (collectively, the “ Assigned Agreements ”), including, without limitation, the list of Assigned Agreements set forth on Schedule 2.1(f) ;

     (g) To the extent transferable under applicable Law, all of Seller’s right, title and interest in and to all permits, authorizations, licenses, or approvals issued by any Government Body held by Seller relating to or used in the Operations (the “ Seller Permits ”), including, without limitation, (i) the list of Material Permits set forth on Schedule 2.1(g)(i) (the “ Material Permits ”) and (ii) any other Seller Permits set forth on Schedule 2.1(g)(ii) ;

     (h) All of Seller’s right, title and interest in and to all insurance policies (including, without limitation, the in-orbit insurance for the IKONOS Satellite) for the benefit of Seller in respect of the Operations or Acquired Assets (excluding the D&O insurance), and all rights of every nature and description under or arising out of such policies, including, without limitation, the list of such policies set forth on Schedule 2.1(h) ;

     (i) All of Seller’s right, title and interest in and to all original or copies (in accordance with Section 2.2(a)) of all books, records, and other documents (whether on paper, computer diskette, tape or other storage media) used in the Operations (collectively, the “ Books and Records ”), including, but not limited to, satellite health status reports, tax records, property records, purchase and sales records, credit data, marketing, advertising and promotional materials, personnel files and payroll records (relating to the Transferred Employees), accounting records, financial reports, fixed asset lists, customer lists, customer records and information, supplier lists, parts lists, manuals, technical and repair data, correspondence, files and any similar items;

     (j) All of Seller’s right, title and interest in and to all rights, Claims and causes of action against third parties (other than the Manager or members of the Seller) relating to the Operations, including, but not limited to, all rights against suppliers under warranties covering any of the Acquired Assets, including, without limitation, those rights, Claims and causes of action against third parties set forth on Schedule 2.1(j) ;

     (k) All of Seller’s right, title and interest in and to all stationery, forms, labels, shipping materials, brochures, art work, photographs, advertising materials and any similar items relating to or used in the Operations;

     (l) All of Seller’s right, title and interest in and to its library of archived geo-spatial imagery, wherever located and regardless of the media on which it is stored;

     (m) All of Seller’s right, title and interest in and to all Owned Real Property and Leased Real Property, including, without limitation, the list of such real properties set forth in

Schedule 2.1(m) , together with any and all easements for ingress, egress and utilities which are attendant to such property and all other appurtenances thereto;

     (n) All of Seller’s right, title and interest in and to all accounts receivable of Seller relating to the Operations as of the Closing Date (including rights to payment for services that have been performed but have not been billed prior to the Closing Date);

     (o) All of Seller’s right, title and interest in and to all goodwill associated with the Operations;

     (p) All of Seller’s right, title and interest in the bank accounts set forth on Schedule 2.1(p) (the “ Transferred Bank Accounts ”); provided that Seller shall be entitled to retain one of the Transferred Bank Accounts upon written notice to the Purchaser prior to the Closing;

     (q) All cash on hand, cash equivalents, bank accounts and short-term instruments (including restricted cash in respect of the items set forth in Section 2.1(e)) and all similar types of investments, such as certificates of deposit, treasury bills and other marketable securities, as of the Closing Date (whether or not such cash is held in a Transferred Bank Account) and

     (r) All of Seller’s right, title and interest in and under the Plans and any associated trust, insurance and service agreements or contracts entered into, and all books, records, files, documents and papers created, filed or maintained, in connection with the Plans.

      SECTION 2.2. Excluded Assets . Notwithstanding any other provision of this Agreement, the Acquired Assets shall not include any of the following assets of Seller (collectively, the “ Excluded Assets ”), which assets shall not be transferred, conveyed, set over, delivered or assigned to Purchaser:

     (a) All original Books and Records (i) that would otherwise constitute Acquired Assets but for the fact that Seller is required to retain such original Books and Records pursuant to applicable Laws (in which case copies of such Books and Records shall be included in the Acquired Assets to the extent permitted by applicable Laws) or (ii) that constitute documents relating to the corporate organization, qualification to do business or corporate existence of Seller;

     (b) All claims, rights, interests and proceeds with respect to any Tax refunds for Taxes that are paid prior to the Closing Date or that are apportioned to any Pre-Closing Tax Period pursuant to Section 5.16, other than any Tax refund relating to Transfer Taxes that are the responsibility of the Purchaser under this Agreement;

     (c) All rights, Claims, causes of action and documents relating to an Excluded Asset or an Excluded Liability;

     (d) All of Seller’s rights under this Agreement;

     (e) The directors and officers insurance of Seller as in effect from time to time;

     (f) Intellectual property owned by Raytheon Company or Lockheed Martin Corporation, as the case may be, except (i) Seller’s licensee interest pursuant to the Raytheon IP Agreements, the Lockheed Martin IP Agreement or the CRS Agreements, respectively, and (ii) Seller’s interest in any Intellectual Property jointly owned with Raytheon Company or Lockheed Martin Corporation pursuant to such agreements;

     (g) All of Seller’s right, title and interest in and to subscription agreements and similar agreements relating to interests in Seller and agreements and other documents relating to Seller’s internal governance, including, without limitation, the Limited Liability Company Operating Agreement, bylaws, memoranda, minutes and similar documents; and

     (h) Any rights under the Solutions Purchase Agreement, the Notes Payable and the Credit Agreement.

      SECTION 2.3. Assumed Liabilities . Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall assume and thereafter pay, perform and discharge the liabilities of Seller relating to the Operations, including, without limitation, the following (collectively, the “ Assumed Liabilities ”) (other than the Excluded Liabilities):

     (a) All liabilities of Seller arising out of or related to the Operations or the Acquired Assets for all periods whether commencing prior to, on or after the Closing Date;

     (b) All liabilities or obligations of Seller relating to or arising under the Assigned Agreements; and

     (c) All other liabilities or obligations of Seller arising out of or relating to any matter set forth on any Disclosure Schedule or other Schedules to this Agreement.

      SECTION 2.4. Excluded Liabilities . Purchaser is not assuming any liabilities or obligations of Seller set forth below (the “ Excluded Liabilities ”):

     (a) The Debt; and

     (b) Except for Transfer Taxes to be paid by the Purchaser pursuant to Section 5.10, any liability or obligation for Taxes of Seller for any Pre-Closing Tax Period (including all liabilities of Seller for Taxes related to the transactions contemplated by this Agreement) and any liabilities or obligation for Taxes that pertain or relate to the operation or ownership of the Acquired Assets for any Pre-Closing Tax Period.

      SECTION 2.5. Transfer of Acquired Assets and Assumed Liabilities.

     (a) At the Closing, Seller shall effectuate the sale, conveyance, assignment, transfer and delivery of the Acquired Assets to Purchaser on an as-is, where-is basis (except as otherwise expressly provided herein) by delivering to Purchaser (or its designees with respect to any or all such assets) each of the following: (i) a duly executed bill of sale and assignment relating to the Assigned Agreements, Permits and other Acquired Assets, in the form of Exhibit A hereto (the “ Bill of Sale and Assignment ”); (ii) a duly executed assignment of inventions, in the form of Exhibit B hereto (the “ Patent Assignment ”); (iii) a duly executed assignment of copyrights, in

the form of Exhibit C hereto (the “ Copyright Assignment ”); (iv) a duly executed assignment of trademarks, in the form of Exhibit D hereto (the “ Trademark Assignment ”); (v) a duly executed assignment and estoppel of real property leases, substantially in the form of Exhibit E hereto (the “ Lease Assignment ”); (vi) a quitclaim deed conveying each parcel of Owned Real Property in the form customarily used in the jurisdiction in which such parcel of Owned Real Property is located; and (vii) such other documents of title and good and sufficient instruments of conveyance and transfer (collectively, the “ Other Instruments ” and, together with the Bill of Sale and Assignment, the Patent Assignment, the Copyright Assignment, the Trademark Assignment and the Lease Assignment, the “ Instruments of Assignment ”) as are reasonably necessary to transfer to Purchaser (or its designees) Seller’s right and title to and interests in the Acquired Assets free and clear of all Liens, other than the Assumed Liabilities and Permitted Liens.

     (b) At the Closing, Purchaser shall deliver to Seller an assumption agreement, in the form of Exhibit F hereto (the “ Assumption Agreement ”), whereby Purchaser shall assume the Assumed Liabilities, effective as of the Closing, and such other instruments, documents or agreements (collectively with the Assumption Agreement, the “ Instruments of Assumption ”) as are reasonably necessary to evidence Purchaser’s assumption of and agreement to pay and discharge the Assumed Liabilities.

      SECTION 2.6. Consideration; Escrow.

     (a) Upon the terms and subject to the conditions of this Agreement, the aggregate purchase price (the “ Purchase Price ”) payable by Purchaser in full and complete payment for the sale, conveyance, assignment, transfer and delivery of the Acquired Assets shall consist of (i) the assumption of the Assumed Liabilities by Purchaser at the Closing and (ii) an aggregate amount equal to Fifty Eight Million Five Hundred Thousand Dollars ($58,500,000), as reduced by (x) the amount of any principal or interest payments under the Credit Agreement paid by the Seller after July 31, 2005 in excess of $8,385,600 and (y) the amount of any payments made by Seller after the date hereof in respect of Seller Transaction Costs. The Purchase Price shall be payable as follows: (A) Six Million Dollars ($6,000,000), which shall be payable by Purchaser upon the signing of this Agreement (such amount, the “ Initial Payment ”), and (B) the balance of Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) (as the same may be reduced pursuant to the preceding sentence) (such amount, the “ Closing Cash Payment ”), which shall be payable by Purchaser at Closing in accordance with Section 2.6(b). The Initial Payment shall be paid directly to Citicorp USA, Inc., as agent under the Credit Agreement, and shall be applied to reduce the outstanding principal amount of Seller’s advances under the Credit Agreement. The Initial Payment shall be irrevocable and final once paid; provided, however, Purchaser shall be entitled to request that an advance in the amount of $6,000,000 for the account of Seller under the Credit Agreement be disbursed to Purchaser in the event that this Agreement shall have been terminated pursuant to Section 8.1(b) as a result of the failure to satisfy any condition precedent in Section 6.2 on or before March 31, 2006, notwithstanding all commercially reasonable efforts of Purchaser, in accordance with the terms of the Funding Agreement of even date herewith among Seller, Purchaser, Raytheon Company, in its capacity as a “Lender” under the Credit Agreement, and Lockheed Martin Corporation, in its capacity as a “Lender” under the Credit Agreement (the “ Funding Agreement ”). In addition to the Initial Payment, on the date hereof, Purchaser is depositing in a separate, segregated account an amount equal to the Closing Cash

Payment. Purchaser agrees (x) to deposit the Closing Cash Payment in a recognized, multinational commercial bank reasonably acceptable to Seller, (xi) to provide periodic information (but not less than monthly) regarding the account, any activity in the account and its balance and permit reasonable access for Seller to enable it to obtain such information upon its request to the depository, (xii) to maintain an amount in that account in collected and readily transferable funds that is at all times not less than the Closing Cash Payment and, accordingly, for so long as this Agreement is in effect, not to transfer, pledge, commingle with other funds, restrict or otherwise convey any interest in, or encumber, the account or the funds in the account, and (xiii) to use the funds in the account solely for the purpose of making the Closing Cash Payment on the Closing Date, unless this Agreement is terminated in accordance with its terms.

     (b) At the Closing, (i) Purchaser shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to an account designated by Seller prior to the Closing Date, an amount equal to the excess of (x) the Closing Cash Payment over (y) $6,500,000 (such initial amount, and as it may be reduced from time to time as provided in the Escrow Agreement, the “ Escrow Amount ”); and (ii) Purchaser shall deliver to the Escrow Agent the Escrow Amount by wire transfer of immediately available funds to the account (the “ Escrow Account ”) set forth in the Escrow Agreement. The Escrow Amount shall be held in the Escrow Account in accordance with the terms and conditions set forth in this Agreement and the Escrow Agreement.

     (c) Subject to the terms and conditions of the Escrow Agreement, the Escrow Amount shall be retained by the Escrow Agent to satisfy Claims based on or arising from the indemnity obligations of Seller set forth in Section 9.1 of this Agreement asserted by Purchaser.

      SECTION 2.7. Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Latham & Watkins LLP, 555 11 ^th Street N.W., Suite 1000, Washington, DC 20004, at 10:00 a.m. New York time, on the date that is no later than the third Business Day following satisfaction or waiver of all of the conditions to Closing set forth in Article VI hereof, which the parties anticipate will, and agree to endeavor to cause to, take place by not later than December 31, 2005, or at such other time, place or date as Purchaser and Seller mutually agree. The date upon which the Closing actually occurs is referred to herein as the “ Closing Date .” The Closing shall become effective as of 11:59 p.m. New York time on the Closing Date.

      SECTION 2.8. Deliveries by Seller . At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser each of the following, duly executed, to the extent execution by the Seller is necessary, by or on behalf of Seller:

     (a) the Bill of Sale and Assignment;

     (b) the Patent Assignment;

     (c) the Copyright Assignment;

     (d) the Trademark Assignment;

     (e) the Lease Assignment;

     (f) the Escrow Agreement;

     (g) the officer’s certificate of Seller referred to in Section 6.2(d);

     (h) duly executed releases of all Liens in respect of Excluded Liabilities held by Citicorp USA, Inc., as agent to the lenders under the Credit Agreement, on the Acquired Assets (other than Permitted Liens);

     (i) a certification of non-foreign status as described in Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the “ Code ”) certifying as to Seller’s non-foreign status in accordance with the requirements of Section 1.1445-2(b) of the Treasury Regulations;

     (j) the Other Instruments, if any;

     (k) copies of all Consents of Governmental Bodies (if applicable) to the transfer or assignment of the Material Permits; and

     (l) a certificate of good standing for Seller (or other equivalent certificate) from the appropriate Governmental Body dated within a reasonable time period before the Closing.

In addition, Seller shall use reasonable efforts to deliver, but shall not be liable for the failure to deliver, each Material Permit to the extent transferable under applicable Law.

      SECTION 2.9. Deliveries by Purchaser . At the Closing, Purchaser shall deliver or cause to be delivered to Seller or, in one instance, as indicated below, to the Escrow Agent, each of the following, duly executed, to the extent execution by the Purchaser is necessary, by or on behalf of Purchaser:

     (a) the Closing Cash Payment, less the Escrow Amount;

     (b) to the Escrow Agent, the Escrow Amount;

     (c) the Instruments of Assumption;

     (d) the Escrow Agreement;

     (e) the officer’s certificate of Purchaser referred to in Section 6.1(d);

     (f) an officer’s certificate certifying that, as of the Closing Date, Purchaser is in compliance with all applicable requirements of the Department of Commerce and any agency thereof pertaining to foreign ownership, influence or control of the IKONOS Satellite System, including without limitation any requirements set forth in regulations of the Department of Commerce or any agency thereof or in any Permit or Consent of the Department of Commerce or any agency thereof issued in connection with the transactions contemplated by this Agreement and the other Transaction Documents;

     (g) a certificate of good standing (or other equivalent certificate) for Purchaser from the appropriate Government Body dated within a reasonable time before the Closing;

     (h) copies of all Consents of Governmental Bodies (if applicable) to the transfer or assignment of the Material Permits; and

     (i) a certificate from Purchaser certifying that it has not asserted, and does not have, any Claim for indemnification under or with respect to Seller’s representations and warranties as of the Closing Date.

      SECTION 2.10. Allocation of Aggregate Consideration . Purchaser and Seller shall consult with each other prior to the Closing Date with respect to the allocation of the Purchase Price among the Acquired Assets (the “ Asset Allocation ”); provided, however, that nothing in this Section 2.10 shall be deemed to obligate either Purchaser or Seller to agree on the Asset Allocation. Each of the parties hereto agrees that, in the event that they agree on the Asset Allocation, each party shall (a) not take a position on any Tax Return (including IRS Form 8594), that is in any way inconsistent with such mutually agreed upon Asset Allocation without the written consent of the other party, which consent will not be unreasonably withheld, or unless specifically required by an applicable governmental authority, and (b) promptly advise the other party regarding the existence of any tax audit, controversy or litigation related to such Asset Allocation. Notwithstanding the foregoing, nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any governmental authority based upon or arising out of the Asset Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any governmental authority challenging such Asset Allocation.

      SECTION 2.11. Non-Assignable Acquired Assets.

     (a) To the extent that any of the Acquired Assets (including, without limitation, any Assigned Agreements or Permits) are not capable of being assigned to Purchaser (or its designees) at the Closing without the Consent of the issuer thereof or any other party thereto or any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, code regulation, order, judgment or decree, injunctions, awards, administrative order or decree, administrative or judicial decision, and any other executive or legislative proclamation (collectively, “ Laws ”), this Agreement shall not constitute an assignment thereof, or an attempted assignment, unless such Consent has been obtained.

     (b) In the event that any Consent referred to in Section 2.11(a) has not been obtained prior to the Closing, Seller and Purchaser shall cooperate to obtain each and every such Consent and to resolve the impracticalities of assignment referred to in Section 2.11(a) after the Closing, and any payment required to be made in connection therewith shall be borne by Purchaser.

     (c) To the extent any Consents (other than any Material Consent the obtaining of which has not been waived by Purchaser prior to Closing) referred to in Section 2.11(a) have not been obtained by Seller prior to the Closing, until the impracticalities of assignment referred to in Section 2.11(a) are resolved, Seller shall use its reasonable efforts, at Purchaser’s sole cost and expense, to (i) provide Purchaser, to the extent permitted by applicable Law, the benefits of any Acquired Assets referred to in Section 2.11(a), (ii) cooperate in any reasonable and lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as

Purchaser’s agent) designed to provide such benefits to Purchaser, and (iii) enforce for the account and benefit of Purchaser any and all rights of Seller arising from the Acquired Assets referred to in Section 2.11(a) against such issuer thereof and all other parties thereto and/or any other Person (including, without limitation, the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser).

     (d) Subject to the performance of Seller’s obligations under Section 2.11(c), Purchaser shall perform, on behalf of Seller, for the benefit of the issuer thereof, all other parties thereto and/or any other Person, the obligations of Seller thereunder or in connection therewith, but only to the extent that such obligation would have been an Assumed Liability but for the non-assignability or non-transferability thereof.

     (e) At such time and on each occasion after the Closing Date as all Consents referred to in Section 2.11(a) with respect to an Acquired Asset have been obtained, such Acquired Asset shall automatically be transferred and assigned by Seller to Purchaser for no additional consideration, and all corresponding obligations of Seller in connection with such Acquired Assets, to the extent such obligation would have been an Assumed Liability, shall be simultaneously assumed by Purchaser.

     (f) In addition to any actions taken in accordance with this Section 2.11, Seller shall assist Purchaser in novating or obtaining Consents to the assignment of the Government Contracts and Foreign Government Contracts in favor of Purchaser. In the event that novations cannot be obtained in a timely fashion prior to the Closing Date, then Seller and Purchaser shall jointly cooperate to prepare novation agreements and all other documentation necessary to novate any such Government Contracts and Foreign Government Contracts and Purchaser shall deliver such materials to Seller for review and execution within thirty (30) days after the Closing Date.

      SECTION 2.12. Limitation on Seller Liability . Notwithstanding any other provision of this Agreement and without limiting the generality of any other limitation on Seller’s liability, the liability of Seller to Purchaser by indemnity or otherwise with respect to the Operations, whether before Closing or on or after Closing, shall be limited to (a) the Excluded Liabilities and (b) after taking into account the Seller’s Threshold Amount, an amount not to exceed, in the aggregate, the Escrow Amount.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants solely to Purchaser for its exclusive benefit, but solely, with respect to all representations and warranties set forth herein, for purposes of the condition to Closing set forth in Section 6.2(b), that the statements contained in this Article III are true and correct as of the date hereof and the Closing Date (or in the case of representations and warranties made as of a specific date, as of such date), except as set forth in the Disclosure Schedule provided by Seller to Purchaser (the “ Disclosure Schedule ”). The disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article III. The inclusion of any information in the Disclosure Schedule shall not be deemed

to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Operations, has resulted in or would result in a Material Adverse Effect or is outside the Ordinary Course of Business.

      SECTION 3.1. Organization and Qualification of Seller . Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate the Acquired Assets and to conduct the Operations. Except as set forth on Schedule 3.1 , Seller is duly qualified to do business and is in good standing in each jurisdiction in which the ownership or leasing of the Owned Real Property or Leased Real Property or the conduct of the Operations requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. The copies of the certificate of formation and the Limited Liability Company Operating Agreement previously delivered to Purchaser or its counsel, in each case as amended, are true, complete and correct.

      SECTION 3.2. Authority to Execute and Perform Agreement . Subject to receipt of the Consents contemplated by Section 6.1(b), Seller has full right and power and authority required to enter into, execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party and to perform fully its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary actions of Seller. This Agreement has been duly executed and delivered by Seller and, on the Closing Date, the other Transaction Documents to which Seller is a party on the Closing Date will be duly executed and delivered by Seller. Assuming due execution and delivery hereof and thereof by Purchaser, this Agreement and the other Transaction Documents will be valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

      SECTION 3.3. Financial Statements . Seller has delivered to Purchaser (i) the audited financial statements of Seller (balance sheet and statements of operations and cash flow, together with the notes thereto) for the fiscal years ended December 31, 2001 and December 31, 2002, and (ii) the audited financial statements of Seller (balance sheet and statements of operations and cash flow) for the fiscal years ended December 31, 2003 and December 31, 2004 and (iii) the unaudited balance sheet of Seller as of June 30, 2005, and the related consolidated statements of operations and cash flows for the three-month period ended June 30, 2005 (together with the financial statements referred to in clauses (i) and (ii) above, the “ Financial Statements ”). The Financial Statements are complete and correct in all material respects and in all material respects have been prepared in accordance with GAAP. The Financial Statements fairly present in all material respects the financial condition, operating results and cash flows of Seller as of the dates thereof and for the periods indicated in accordance with GAAP, except that the Financial Statements referred to in clause (iii) above do not contain the information and disclosures to be found in notes to financial statements prepared in accordance with GAAP and are subject to normal year-end adjustments.

      SECTION 3.4. Absence of Certain Changes or Events . Except as set forth on

Schedule 3.4 and except as set forth in this Section, since December 31, 2004, Seller and its Affiliates have conducted the Operations in material respects only in the ordinary course of business consistent with past practice (the “ Ordinary Course of Business ”) and has not:

     (a) suffered a Material Adverse Effect or an event that would reasonably be expected to cause a Material Adverse Effect;

     (b) made any capital expenditures or similar commitments in an amount greater than $500,000, individually or $1,000,000 in the aggregate;

     (c) incurred, assumed, guaranteed or discharged any material obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, including without limitation any Debt, other than in the Ordinary Course of Business;

     (d) sold, leased, licensed, abandoned, transferred or otherwise disposed of any material assets included in the Acquired Assets, except in the Ordinary Course of Business;

     (e) subjected any of the Acquired Assets to any Lien (other than Permitted Liens);

     (f) transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any Intellectual Property included in the Assigned IP Assets, or modified any existing rights with respect thereto except for the granting of licenses or rights to customers for the use of products sold by Seller in the Ordinary Course of Business);

     (g) changed in any material manner the character of the Operations;

     (h) made any material change in the accounting methods, principles or practices or made any change in depreciation or amortization policies or lives adopted by it, except as required by GAAP;

     (i) made, revoked or otherwise modified any Tax election;

     (j) settled, compromised, materially modified, waived, released or assigned any material rights or Claims concerning, affecting or relating to any Contract relating to the Operations (including, without limitation, any Assigned Agreement), or otherwise relating to the Operations or the Acquired Assets;

     (k) suffered or incurred any material damage, destruction or loss (whether or not covered by insurance) affecting the Operations or the Acquired Assets;

     (l) terminated or failed to renew, or received any written notice or threat (that was not subsequently withdrawn) to terminate or fail to renew, any Contract that is or was material to the Operations;

     (m) except as otherwise contemplated hereby or in connection with the transactions contemplated hereby, entered into, materially amended or (except in conjunction with the completion of the term thereof) terminated any Contract or transaction with any Affiliate of Seller or with Lockheed Martin Corporation or Raytheon Company relating to the Operations or

the Acquired Assets;

     (n) entered into any Assigned Agreement other than in the Ordinary Course of Business;

     (o) made any grant of credit to, or any change in collection policies or payment terms applicable to, any customer or distributor on terms or in amounts materially more favorable than had been extended to that customer or distributor in the past;

     (p) (i) made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any director, officer, employee, distributor or agent of Seller or its Affiliates relating to or directly involved in the Operations, in each case other than increases in the Ordinary Course of Business in the base salaries of such employees other than officers or senior managers, (ii) entered into, amended or terminated any employment or severance agreement or commitment or collective bargaining agreement with any current or former employee, director or consultant of Seller or its Affiliates relating to or directly involved in the Operations, or (iii) made any loan or advance to any present or former employees, consultants or directors of Seller or its Affiliates relating to or directly involved in the Operations other than travel and other business expenses in the Ordinary Course of Business;

     (q) (i) established, entered into, or adopted any Plan, (ii) caused or permitted any Plan to be materially amended (other than as required to comply with applicable Law) or (iii) waived any of its material rights under, or permitted or provided for the acceleration of vesting or payment under, any provision of any Plan;

     (r) made any payment in respect of any trade payable, other than payments in the Ordinary Course of Business and other than Permitted Payments, arising from the purchase of goods or materials or for services obtained in connection with the Operations;

     (s) made any principal or other payments in respect of Debt other than Permitted Payments;

     (t) made any distribution, dividend or other payment of any kind to Seller’s members other than Permitted Payments; or

     (u) agreed, whether in writing or otherwise, to take any action described in this Section 3.4.

      SECTION 3.5. Litigation and Liabilities . Except as listed on Schedule 3.5 , there are no Claims or legal, administrative or arbitral proceedings or hearings or investigations pending or, to the Seller’s Knowledge, threatened against or involving the Operations or the Acquired Assets. Except as set forth on Schedule 3.5 , there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Body against or involving the Operations or the Acquired Assets. There is no Claim or proceeding pending, or to Seller’s Knowledge threatened, by or against or affecting Seller in connection with or relating to the

transactions contemplated by the Transaction Documents or of any action taken or to be taken in connection therewith or the consummation of the transactions contemplated thereby.

      SECTION 3.6. Title and Condition to Properties; Absence of Liens; etc.

     (a) Seller has good title to all of its properties and assets, real, personal and fixed, comprising part of the Acquired Assets (except for the Assigned IP Assets), free and clear of any material Liens, except (i) for Liens for Taxes not yet due and payable, (ii) Liens for Taxes that are being contested in good faith and by appropriate proceedings, and which Liens and proceedings are described on Schedule 3.6(a) , provided , that adequate reserves with respect thereto are maintained on Seller’s books, (iii) in the case of leased assets, those set forth in the lease agreements pertaining thereto, (iv) statutory Liens or landlords’, carriers’, warehousemen’s, mechanic’s, suppliers’, materialmen’s, or other like Liens arising in the Ordinary Course of Business with respect to amounts not yet overdue or amounts being contested in good faith by appropriate proceedings, which contested Liens are set forth on Schedule 3.6(a) , (v) leases or subleases granted to others that are set forth on Schedule 3.13(a) and that do not materially interfere with the ordinary conduct of the Operations, (vi) with respect to real property, any Liens that do not individually or in the aggregate materially impair the use of such real property for its current use, (vii) with respect to any of the Leased Real Property, any Lien affecting the interest of the landlord thereunder, (viii) Liens imposed by or resulting from any Permit issued by, or rules or policies of, the FCC, NOAA, the DOD or the DOS or resulting from any coordination agreement entered into in connection with or otherwise resulting from registration with the International Telecommunications Union, (ix) zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title which do not, individually or in the aggregate, (A) interfere in any material respect with the present use of or occupancy of such parcel by Seller, (B) have more than an immaterial effect on the value thereof or its use or (C) would impair the ability of such parcel to be sold for its present use, (x) Liens disclosed in the Disclosure Schedules or reserved for in the Financial Statements, or (xi) Liens that, individually and in the aggregate, do not and would not materially detract from the value of the Acquired Assets, or materially interfere with their use, occupancy or operation thereof as currently used, occupied or operated and as set forth on Schedule 3.6(a) (the Liens described in clauses (i) through (xi) collectively, the “ Permitted Liens ”.

     (b)  Schedule 3.6(b) sets forth a list of substantially all “health status reports” for the two years preceding the date hereof for the IKONOS Satellite, summarizing material spacecraft related incidents and anomalies in connection with the IKONOS Satellite known to Seller, as well as the current status of the subsystems on the IKONOS Satellite (power, fuel, TWTAs, telemetry and command, reaction control, communications and antenna). Seller has made available to Purchaser copies of data, records, tapes, information, lists and reports (collectively referred to herein as the “ Satellite Data ”) that collectively represent, as of the date hereof, all relevant and material information relating to the operating condition and the fuel and design life expectancies of the IKONOS Satellite. The information contained in the Satellite Data is a materially accurate and materially complete summary of the subject matters covered therein. Except as set forth on Schedule 3.6(b) , to Seller’s Knowledge, (i) no material anomalies have occurred with respect to the IKONOS Satellite since the date of the most recent Health Status Report, and (ii) no event has occurred that, individually or in the aggregate, is reasonably expected to materially reduce the expected life of the IKONOS Satellite. Seller has not received

any notice from any manufacturer of any material defect relating to the IKONOS Satellite or from any insurer of its intention to exclude the IKONOS Satellite or components thereof from coverage under any insurance policy listed on Schedule 3.12 .

     (c) The ground station and facilities related to the IKONOS Satellite, including the related transmission/reception facility assets (consisting of land, building, fixtures, improvements, satellite antennae, and telemetry, tracking and control equipment, satellite control equipment and other equipment) that is owned, leased or otherwise used by Seller (collectively, the “ Ground Facilities ”) are listed in Schedule 3.6(c) . The telemetry tracking and control stations of Seller are supported by back-up, fuel-powered electricity generators that are in good operating condition and repair (which takes into account ordinary wear and tear).

      SECTION 3.7. Licenses and Registrations; Compliance with Laws, etc. Except as set forth on Schedule 3.7 , Seller has all permits, authorizations, licenses, orders, registrations and approvals of, and has made all required registrations with, any government or political subdivision thereof, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision, or any court or arbitrator (each a “ Governmental Body ,” and collectively, “ Governmental Bodies ”) the absence of which would collectively cause a Material Adverse Effect on the ability of Seller to own and operate the Acquired Assets and conduct the Operations as now conducted (collectively, “ Permits ”). Except as set forth on Schedule 3.7 , such Permits are in effect in accordance with their terms; no notices of violations have been issued by any Governmental Body in respect of any Permit; and no proceeding is pending or, to the Knowledge of Seller, threatened to revoke or limit any Permit. Seller is, and has been since January 1, 2004, in compliance with the terms of such Permits in all respects material to the Operations. Except as set forth on Schedule 3.7 , the Operations are not being, and have not been since January 1, 2004, conducted in conflict with, violation of or default under any Laws and Seller has filed with the proper authorities all material statements, reports and other filings required by all Laws applicable to the Permits, the Operations or the Acquired Assets. Seller has not made any illegal payment to officers or employees of any governmental or regulatory body, or made any payment to customers for the sharing of fees or to customers or suppliers for rebating of charges, or engaged in any other reciprocal practices, or made any illegal payment or given any other illegal consideration to purchasing agents or other representatives of customers in respect of the sales made or to be made by Seller. The parties acknowledge that the existing Permits issued by the FCC as they relate to satellites permit only the IKONOS Satellite and no longer authorize the launch and operation of any other satellite.

      SECTION 3.8. Intellectual Property.

     (a)  Disclosure .

     (i) Schedule 3.8(a)(i) sets forth all issued or applied for Patents and Copyright or Trademark registrations included in the Assigned IP Assets (excluding such Patents, Copyrights or Trademarks that are licensed to Seller by any third party under any IP License), and all Internet domain name registrations and applications thereof owned by Seller (including as applicable for each item listed, the record owner, the jurisdiction, the registration number, the filing date, and the registration date). Schedule 3.8(a)(i) also lists certain unregistered Intellectual Property included in the Assigned IP Assets.

     (ii) Schedule 3.8(a)(ii) sets forth all (x) material IP Licenses granted to third parties by Seller (excluding (A) the Raytheon IP Agreements, (B) the Lockheed Martin IP Agreement, (C) licenses granted by Seller to customers for the use of products sold by Seller in the Ordinary Course of Business) and (y) material IP Licenses granted to Seller by third parties (excluding (A) the Raytheon IP Agreements, (B) the Lockheed Martin IP Agreement, (C) the CRS Agreements, (D) IP Licenses for commercially available third party software with individual one-time or annual royalty or license fee of ten thousand dollars ($10,000) or less each (each a “ COTS Software License ”) or (E) IP Licenses for Intellectual Property embedded as part of commercially available products or services for which no separate license is actually or customarily granted), in each case, included in the Assigned IP Assets and whether or not such IP License may be enforceable by or against or assignable to Purchaser.

     (b)  Rights . Except for Intellectual Property licensed to Seller and, in any case, subject to licenses granted by Seller and to any third party’s joint ownership rights in Assigned IP Assets, to Seller’s Knowledge, Se