Attachment Exhibit B

This document pretains to SAT-T/C-20120817-00139 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2012081700139_963913

                                                         Transfer Application of WorldView, LLC
                                                                                  FCC Form 312
                                                                                       Exhibit B


                                           Exhibit B
                                     Response to Item 40
               Ownership and Control of the Combined Company, Post-Transaction

On July 22, 2012, DigitalGlobe, Inc. (“DigitalGlobe”) and GeoEye, Inc. (“GeoEye”) entered into
an Agreement and Plan of Merger (“Merger Agreement”). GeoEye is the ultimate parent of
GeoEye License Corp. (“GeoEye Licensee”), which is the entity that holds the FCC licenses that
are the subject of the instant application.

As the final step of the transactions contemplated under the Merger Agreement, GeoEye will be
merged with and into WorldView, LLC (“WorldView”), a wholly-owned direct subsidiary of
DigitalGlobe, with WorldView surviving. WorldView will operate as a wholly-owned direct
subsidiary of DigitalGlobe, which will then in turn control the FCC licenses that will continue to
be held by GeoEye Licensee. At closing, DigitalGlobe stockholders are expected to own
approximately 64 percent and GeoEye stockholders are expected to own approximately 36
percent of the combined company.

Part 1: Ten Percent Stockholders

As explained in the Public Interest Statement provided as Exhibit F to the instant Application, at
closing each share of GeoEye common stock will be converted into the right to receive, at the
shareholder’s election: (i) cash; (ii) DigitalGlobe common stock; or (iii) a combination of cash
and DigitalGlobe stock. Because such elections have not yet been made, the Applicants cannot
yet determine which individuals and entities will hold more than ten percent of the shares of the
combined company following the consummation of the Proposed Transaction. However, the
Applicants anticipate that these individuals and entities will be a subset of those individuals and
entities currently holding equity or voting interests of ten percent or more in either DigitalGlobe
or GeoEye. These individuals and entities are listed on Table 1 of each of the two Appendixes
that follow.

Part 2: Officers

The Chief Executive Officer of the combined company will be Jeffrey R. Tarr:

       Jeffrey R. Tarr
       President and Chief Executive Officer
       DigitalGlobe, Inc.
       1601 Dry Creek Dr.
       Suite 260
       Longmont, CO 80503
       Telephone: (303) 684-4000
       Citizenship: U.S.


                                                 1


                                                       Transfer Application of WorldView, LLC
                                                                                FCC Form 312
                                                                                     Exhibit B

The other senior officers of the combined company have yet to be determined. The senior
officers of each of DigitalGlobe and GeoEye as currently constituted are listed on Table 2 of
each of the two Appendixes that follow.

Part 3: Directors

The Chairman of the Board of the combined company will be General Howell M. Estes III:

       General Howell M. Estes III
       Chairman of the Board of Directors
       DigitalGlobe, Inc.
       1601 Dry Creek Dr.
       Suite 260
       Longmont, CO 80503
       Telephone: (303) 684-4000
       Citizenship: U.S.

The remaining directors of the combined company have yet to be determined. Pursuant to the
Merger Agreement, the board of the combined company will be comprised of (i) six members
from the existing board of DigitalGlobe and (ii) four members from the existing board of
GeoEye, of which one will be an appointee from Cerberus Capital Management, L.P., GeoEye’s
largest stockholder. The current directors of each of DigitalGlobe and GeoEye as presently
constituted are listed on Table 3 of each of the two Appendixes that follow.




                                                2


                                                                 Transfer Application of WorldView, LLC
                                                                                          FCC Form 312
                                                                                               Exhibit B


                                         Exhibit B, Appendix 1
                          Ownership and Control of DigitalGlobe, Pre-Transaction


The Applicant, WorldView, LLC, a Delaware limited liability company, is a wholly-owned
subsidiary of DigitalGlobe, Inc., a Delaware corporation. As of June 30, 2012, the persons
holding ten percent or more of the voting stock of DigitalGlobe, Inc. were as follows:

    TABLE 1
    TEN PERCENT STOCKHOLDERS
            Name                               Address                     Percentage Held         Citizenship

    Morgan Stanley                        1585 Broadway                          16.0%1           United States
                                        New York, NY 10036

    Wellington Capital                     280 Congress St.                      13.6%            United States
    Management                            Boston, MA 02210



The names and addresses of the officers of DigitalGlobe are as follows:

    TABLE 2
    SENIOR OFFICERS
        Name                           Title                               Address                 Citizenship

    Jeffrey R. Tarr   President and Chief Executive Officer          1601 Dry Creek Dr.           United States
                                                                         Suite 260
                                                                    Longmont, CO 80503

    Yancey L.            Executive Vice President, Chief             1601 Dry Creek Dr.           United States
    Spruill              Financial Officer and Treasurer                 Suite 260
                                                                    Longmont, CO 80503

    Dr. Walter S.        Executive Vice President, Chief             1601 Dry Creek Dr.           United States
    Scott                Technical Officer and Founder                   Suite 260
                                                                    Longmont, CO 80503

    Timothy M.             Executive Vice President,                 1601 Dry Creek Dr.           United States
    Hascall                Operations and Customer                       Suite 260
                                  Experience                        Longmont, CO 80503


1
      Includes shares directly owned by Morgan Stanley’s indirect wholly-owned subsidiary, Morgan Stanley
      Principal Investments, Inc.


                                                        3


                                                    Transfer Application of WorldView, LLC
                                                                             FCC Form 312
                                                                                  Exhibit B

TABLE 2
SENIOR OFFICERS
    Name                       Title                        Address             Citizenship

Scott M.          Senior Vice President and Chief       1601 Dry Creek Dr.     United States
Hicar                   Information Officer                 Suite 260
                                                       Longmont, CO 80503

Daniel L.     Senior Vice President and General         1601 Dry Creek Dr.     United States
Jablonsky                 Counsel                           Suite 260
                                                       Longmont, CO 80503

Jeffrey S.    Senior Vice President and General         1601 Dry Creek Dr.     United States
Kerridge          Manager of Defense and                    Suite 260
                         Intelligence                  Longmont, CO 80503

Amy Shapero       Senior Vice President, Strategy       1601 Dry Creek Dr.     United States
                   and Corporate Development                Suite 260
                                                       Longmont, CO 80503

Marcy                 Senior Vice President,            1601 Dry Creek Dr.     United States
Steinke               Government Relations                  Suite 260
                                                       Longmont, CO 80503

Bert Turner        Senior Vice President, Sales         1601 Dry Creek Dr.     United States
                                                            Suite 260
                                                       Longmont, CO 80503

Grover N.         Senior Vice President and Chief       1601 Dry Creek Dr.     United States
Wray                 Human Resource Officer                 Suite 260
                                                       Longmont, CO 80503




                                               4


                                                        Transfer Application of WorldView, LLC
                                                                                 FCC Form 312
                                                                                      Exhibit B


The names and addresses of the directors of DigitalGlobe are as follows:

 TABLE 3
 DIRECTORS
         Name                       Title                     Address               Citizenship

 Gen. Howell M. Estes III   Chairman of the Board        1601 Dry Creek Dr.        United States
                                 of Directors                Suite 260
                                                        Longmont, CO 80503

 Paul M. Albert, Jr.              Director               1601 Dry Creek Dr.        United States
                                                             Suite 260
                                                        Longmont, CO 80503

 Nick S. Cyprus                   Director               1601 Dry Creek Dr.        United States
                                                             Suite 260
                                                        Longmont, CO 80503

 Warren C. Jenson                 Director               1601 Dry Creek Dr.        United States
                                                             Suite 260
                                                        Longmont, CO 80503

 Alden Munson, Jr.                Director               1601 Dry Creek Dr.        United States
                                                             Suite 260
                                                        Longmont, CO 80503

 Jeffrey R. Tarr                  Director               1601 Dry Creek Dr.        United States
                                                             Suite 260
                                                        Longmont, CO 80503

 Kimberly Till                    Director               1601 Dry Creek Dr.        United States
                                                             Suite 260
                                                        Longmont, CO 80503

 James M. Whitehurst              Director               1601 Dry Creek Dr.        United States
                                                             Suite 260
                                                        Longmont, CO 80503

 Eddy Zervigon                    Director               1601 Dry Creek Dr.        United States
                                                             Suite 260
                                                        Longmont, CO 80503




                                                    5


                                                                  Transfer Application of WorldView, LLC
                                                                                           FCC Form 312
                                                                                                Exhibit B


                                          Exhibit B, Appendix 2
                             Ownership and Control of GeoEye, Pre-Transaction

GeoEye License Corp. (“GeoEye Licensee”), a Delaware corporation, is a wholly-owned
subsidiary of GeoEye Imagery Collection Systems, Inc. (“GeoEye Imagery”), also a Delaware
corporation. GeoEye Imagery, in turn, is a wholly owned subsidiary of GeoEye, Inc.
(“GeoEye”). While GeoEye will be merged with and into WorldView, LLC as part of the
Merger Agreement, its subsidiaries, including GeoEye Licensee, will remain unchanged. As of
August 9,2 2012, the persons holding ten percent or more of the voting stock (common stock) of
GeoEye were as follows:

    TABLE 1
    TEN PERCENT STOCKHOLDERS
             Name                                   Address                  Percentage Held        Citizenship

    Stephen Feinberg                          229 Park Avenue                     21.20%3           United States
                                                 22nd Floor
                                            New York, NY 10171

    Fidelity Management &                     82 Devonshire St.                   14.77%            United States
    Research Company                          Boston, MA 02109

    Guggenheim Capital                        227 West Monroe                     12.08%            United States
                                                 Suite 4900
                                              Chicago, IL 60606

    Security Investors LLC                One Security Benefit Place              12.08%            United States
                                             Topeka, KS 66636




2
      Includes ownership information filed with the SEC through August 9, 2012. Calculated based on shares
      outstanding as of August 2, 2012 and as reported on GeoEye’s Form 10-Q filed with the SEC on August 7,
      2012.
3
      Includes reportable securities held by Cerberus Partners II, L.P., a Delaware limited partnership, Cerberus
      Series IV Holdings, LLC, a Delaware limited liability company and Cerberus Partners, L.P., a Delaware limited
      partnership.


                                                         6


                                                              Transfer Application of WorldView, LLC
                                                                                       FCC Form 312
                                                                                            Exhibit B

The names and addresses of the officers of GeoEye are as follows:

 TABLE 2
 OFFICERS
     Name                           Title                            Address                Citizenship

 Matthew M.             President and Chief Executive      2325 Dulles Corner Boulevard    United States
 O’Connell                         Officer                     Herndon, VA 20171

 William                 Chief Operating Officer           2325 Dulles Corner Boulevard    United States
 Schuster                                                      Herndon, VA 20171

 Joseph F.           Executive Vice President and          2325 Dulles Corner Boulevard    United States
 Greeves               Chief Financial Officer                 Herndon, VA 20171

 William L.              Executive Vice President,         2325 Dulles Corner Boulevard    United States
 Warren                    General Counsel and                 Herndon, VA 20171
                           Corporate Secretary

 Brian O’Toole          Chief Technology Officer           2325 Dulles Corner Boulevard    United States
                                                               Herndon, VA 20171



The names and addresses of the directors of GeoEye are as follows:

 TABLE 3
 DIRECTORS
        Name                         Title                         Address                Citizenship

 Lt. Gen. James A.           Chairman of the Board       2325 Dulles Corner Boulevard     United States
 Abrahamson (Ret.)                of Directors               Herndon, VA 20171

 Joseph M. Ahearn                  Director              2325 Dulles Corner Boulevard     United States
                                                             Herndon, VA 20171

 Gen. Michael P. C.                Director              2325 Dulles Corner Boulevard     United States
 Carns (Ret.)                                                Herndon, VA 20171

 Martin C. Faga                    Director              2325 Dulles Corner Boulevard     United States
                                                             Herndon, VA 20171

 Michael F. Horn, Sr.              Director              2325 Dulles Corner Boulevard     United States
                                                             Herndon, VA 20171

 Lawrence A. Hough                 Director              2325 Dulles Corner Boulevard     United States
                                                             Herndon, VA 20171


                                                     7


                                               Transfer Application of WorldView, LLC
                                                                        FCC Form 312
                                                                             Exhibit B

 TABLE 3
 DIRECTORS
        Name                Title                   Address              Citizenship

 Roberta E.                Director       2325 Dulles Corner Boulevard   United States
 Lenczowski                                   Herndon, VA 20171

 Matthew M.                Director       2325 Dulles Corner Boulevard   United States
 O’Connell                                    Herndon, VA 20171

 James M. Simon, Jr.       Director       2325 Dulles Corner Boulevard   United States
                                              Herndon, VA 20171

 Robert G. Warden          Director       2325 Dulles Corner Boulevard   United States
                                              Herndon, VA 20171




1205496.1-D.C. Server 1A

                                      8


   GeoEye and                         DigitalGlobe and                             DigitalGlobe and Subsidiaries
   Subsidiaries                         Subsidiaries                             (After the Proposed Transaction)
    (Present)                             (Present)


                                                                                                DigitalGlobe, Inc.
         GeoEye, Inc.                         DigitalGlobe, Inc.




  GeoEye                                                                                                                              GeoEye,
                                                               DigitalGlobe                                      DigitalGlobe
  Imagery            [Other        DigitalGlobe                                    DG         DigitalGlobe                             LLC
                                                                  China                                             China
 Collection         GeoEye        International,                                 Consents    International,                          (Formerly
                  Subsidiaries]                                 Ventures                                          Ventures
  Systems,                              Inc.                                     Sub, Inc.         Inc.                              WorldView,
                                                                   LLC                                               LLC
Inc. (GICSI)                                                                                                                           LLC)



                                                                                                                       GeoEye
 GeoEye                               DG                                                                               Imagery             [Other
                                                                   WorldView,
 License                            Consents                                                                          Collection          GeoEye
                                                                     LLC                                                                Subsidiaries]
  Corp.                             Sub, Inc.                                                                          Systems,
                                                                                                                     Inc. (GICSI)




[Other GICSI                                                                                                          GeoEye
Subsidiaries]                                                        20/20                                            License
                                                                   Acquisition                                         Corp.
                                                                    Sub, Inc.




                                                                                                                     [Other GICSI
                                                                                                                     Subsidiaries]



Document Created: 2012-08-17 15:56:46
Document Modified: 2012-08-17 15:56:46

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