Preview | Registration Rights Agreement |

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is dated as of June 29, 2005, among ORBIMAGE HOLDINGS, INC., a Delaware corporation (the Issuer), and the Initial Purchasers named herein, as initial purchasers (the Initial Purchasers).

This Agreement is entered into in connection with the Purchase Agreement, dated as of June 22, 2005, among the Issuer and the Initial Purchasers (the Purchase Agreement), which provides for, among other things, the sale by the Issuer to the Initial Purchasers of $245,000,000 aggregate principal amount of the Issuers Senior Secured Floating Rate Notes due 2012 (the Notes). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 4(a) hereof.

Advice: See the last paragraph of Section 5 hereof.

Applicable Period: See the second paragraph of Section 2(a) hereof.

Board of Directors: means (1) with respect to a corporation, the board of directors of the corporation; (2) with respect to a partnership, the Board of Directors of the general partner or manager of the partnership; and (3) with respect to any other Person, the board or committee of such Person serving a similar function.

Effectiveness Date: The 240th day after the Issue Date; provided, however, that with respect to any Shelf Registration, the Effectiveness Date shall be the 240th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, further, that, in the event that applicable law or interpretations of the staff of the SEC do not permit the Issuer to file a Registration Statement covering the exchange of the Notes or to complete the Exchange Offer, the Effectiveness Date shall be extended by 30 days.

Effectiveness Period: See the second paragraph of Section 3(a) hereof.

Event Date: See Section 4(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: See Section 2(a) hereof.

Exchange Offer: See Section 2(a) hereof.

Exchange Offer Registration Statement: See Section 2(a) hereof.

Filing Date: (A) If no Exchange Offer Registration Statement has been filed by the Issuer pursuant to Section 2(a) hereof, the 180th day after the Issue Date; and (B) with respect to a Shelf Registration, the 90th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof.

Holder: As the context requires, means any holder of a Registrable Note or Registrable Notes.

Indemnified Person: See Section 7(c) hereof.

Indemnifying Person: See Section 7(c) hereof.

Indenture: The Indenture, dated as of June 29, 2005, between the Issuer and The Bank of New York, as trustee, pursuant to which the Notes are being issued, as the same may be amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers: See the introductory paragraphs hereto.

Initial Shelf Registration: See Section 3(a) hereof.

Inspectors: See Section 5(m) hereof.

Issue Date: June 29, 2005, the date of original issuance of the Notes.

Issuer: See the introductory paragraphs hereto.

NASD: See Section 5(r) hereof.

Offering Memorandum: The final offering memorandum of the Issuer dated June 22, 2005, in respect of the offering of the Notes.

Participant: See Section 7(a) hereof.

Participating Broker-Dealer: See Section 2(b) hereof.

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