Exhibit 10.1
ASSIGNMENT AND ASSUMPTION
AGREEMENT
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”).
RECITALS
WHEREAS, Holdings
and ORBIMAGE are parties to that certain Agreement and Plan of
Reorganization (the “Merger Agreement”) dated on or
about the date hereof; and
WHEREAS, pursuant
to the Merger Agreement, ORBIMAGE and Holdings have agreed that
Holdings will assume and agree to perform all obligations of
ORBIMAGE pursuant to ORBIMAGE’s equity incentive plans
(collectively, the “Plans”), the various stock option
agreements and restricted stock agreements entered into pursuant to
the Plans, each outstanding stock option granted thereunder,
ORBIMAGE’s stock subscription warrants, ORBIMAGE’s
warrant agreement and the warrants issued thereunder, the
registration rights agreements and the other agreements listed on
Schedule A hereto (collectively, the “Assumed
Agreements”).
NOW, THEREFORE, in
consideration of the premises and the covenants and agreements
contained in this Agreement, and intending to be legally bound
hereby, ORBIMAGE and Holdings hereby agree as follows:
ASSIGNMENT AND ASSUMPTION
1. ORBIMAGE
hereby assigns to Holdings all of its rights and obligations under
the Assumed Agreements.
2. Holdings
hereby assumes all of the rights and obligations of ORBIMAGE under
the Assumed Agreements, and agrees to abide by and perform all
terms, covenants and conditions of ORBIMAGE under such Assumed
Agreements. In addition, Holdings agrees that to the extent that
any of the Assumed Agreements contains a provision with respect to
a “change of control” or other similar such occurrence
of ORBIMAGE, that such provision shall apply in the event of a
“change of control” or other similar such occurrence of
Holdings.
3. In
consideration of the assumption by Holdings of all of the rights
and obligations of ORBIMAGE under the Assumed Agreements, ORBIMAGE
agrees to pay (i) all expenses incurred by Holdings in
connection with the assumption of the Assumed Agreements pursuant
to this Agreement and (ii) all expenses incurred by Holdings
in connection with the regi
