Stock Transfer and Cancellation Agreement between Ball Technologies Holdings Corp. and EarthWatch Incorporated (April 8, 1999)

Summary

This agreement, dated April 8, 1999, is between Ball Technologies Holdings Corp. and EarthWatch Incorporated. Ball agrees to transfer over 2.7 million shares of EarthWatch's Series A Preferred Stock back to EarthWatch. The transfer is contingent on EarthWatch filing an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State by April 15, 1999. Once transferred, EarthWatch will retire and cancel the shares. If the filing does not occur by the deadline, the agreement is void.

EX-10.3 9 0009.txt BALL-EARTHWATCH AGREEMENT Exhibit 10.3 ------------ BALL-EARTHWATCH AGREEMENT This Ball-EarthWatch Agreement, dated as of April 8, 1999, is made by and between EarthWatch Incorporated, a Delaware corporation ("EarthWatch" or the "Company"), and Ball Technologies Holdings Corp., a Colorado corporation ("Ball"). Whereas, Ball and/or its affiliates currently perform services under certain agreements with EarthWatch related to satellite construction and certain engineering support services; Whereas, EarthWatch is in need of equity financing to fund its business operations, including satellite constructions, and to enable it to perform its obligations pursuant to its agreements with Ball; and Whereas, Ball has agreed to transfer stock to EarthWatch to facilitate the Company's ability to attract additional financing to fund EarthWatch's business operations, including its obligations pursuant to its agreements with Ball. Now Therefore, the parties agree as follows: Subject to the following paragraph, Ball hereby transfers to EarthWatch two million seven hundred sixty-one thousand nine hundred eighty-three (2,761,983) shares of Series A Participating Preferred Stock, par value $.001 per share, of the Company (the "Transferred Shares") standing in Ball's name on the books of the Company represented by Certificate No. 100 (the "Certificate") and does hereby irrevocably constitute and appoint the Company's Secretary attorney to transfer, following delivery by Ball to the Company of said Certificate, said stock on the books of the Company with full power of substitution in the premises. The transfer of such shares to the Company shall be effective immediately prior to the filing with the Secretary of State of the State of Delaware of the Amended and Restated Certificate of Incorporation of EarthWatch (the "Restated Certificate") in connection with the proposed recapitalization of EarthWatch; and no such transfer shall occur unless such Restated Certificate is so filed. Ball agrees to surrender the Certificate in a timely manner to permit transfer of the Transferred Shares; and EarthWatch shall retire and cancel all of the Transferred Shares, effective immediately after such transfer becomes effective, but immediately prior to the filing with the Secretary of State of the State of Delaware of the Restated Certificate. This Ball-EarthWatch Agreement shall terminate, and no such transfer, retirement or cancellation shall occur, if such Restated Certificate has not been filed with the Delaware Secretary of State on or before April 15, 1999. [Remainder of This Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date written below. Dated: April 8, 1999 Ball Technologies Holdings Corp. By: /s/ Donald C.Lewis Name: Donald C. Lewis Title: Secretary EarthWatch Incorporated By: /s/ Herbert F. Satterlee, III Name: Herbert F. Satterlee, III Title: President and Chief Executive Officer