SEPARATION AGREEMENT by and among DIGIMARC CORPORATION, DMRC LLC, DMRC CORPORATION and L-1 IDENTITY SOLUTIONS, INC (solely for the purposes of Section 3.02, 4.09(b)(iii) and Section 4.13) Dated as of July [ ], 2008Separation Agreement • July 22nd, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
This SEPARATION AGREEMENT, dated as of July [ ], 2008 (this “Agreement”), is entered into by and among DIGIMARC CORPORATION, a Delaware corporation (“Digimarc”), DMRC LLC, a Delaware limited liability company and a wholly owned subsidiary of Digimarc (“DMRC”), DMRC Corporation, a Delaware corporation and a wholly-owned subsidiary of DMRC (“DMRC Sub”), and, solely with respect to Section 3.02, Section 4.09(b)(iii) and Section 4.13, L-1 Identity Solutions, Inc., a Delaware corporation (“L-1” and, together with DMRC, Digimarc and Digimarc Sub, the “Parties” and each, a “Party”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Merger Agreement (as defined below).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 22nd, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
THIS TRANSITION SERVICES AGREEMENT, dated as of July , 2008, but effective pursuant to Article VII (this “Agreement”), is by and between Digimarc Corporation, a Delaware corporation (“Digimarc”), and DMRC Corporation (“DMRC”), a Delaware corporation and wholly owned subsidiary of DMRC LLC, a Delaware limited liability company (“DMRC LLC”). Digimarc and DMRC are individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Separation Agreement (as defined below).
LICENSE AGREEMENTLicense Agreement • July 22nd, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
This LICENSE AGREEMENT (this “Agreement”) is entered into as of , 2008 by and between DMRC Corporation, a Delaware corporation, and its Affiliates (“DMRC”), and L-1 Identity Solutions Operating Company, a Delaware corporation, and its Affiliates (the “Company”).
QuickLinks -- Click here to rapidly navigate through this documentSeparation Agreement • July 22nd, 2008 • DMRC Corp • Services-computer integrated systems design
As previously announced, Digimarc Corporation has entered into an amended and restated merger agreement, as amended by that Amendment No. 1 dated as of July 17, 2008 and as may be further amended, which we refer to as the Digimarc/L-1 merger agreement, with L-1 Identity Solutions, Inc., which we refer to as L-1, and Dolomite Acquisition Co, which we refer to as Dolomite, a wholly owned subsidiary of L-1, pursuant to which Dolomite has offered to purchase all of the outstanding shares of Digimarc common stock, together with the associated preferred stock purchase rights. We refer to the offer to purchase as the offer. The Digimarc/L-1 merger agreement provides, among other things, that following the completion of the offer and subject to other conditions set forth in the Digimarc/L-1 merger agreement, Dolomite will merge with and into Digimarc with Digimarc continuing as the surviving company and a wholly owned subsidiary of L-1. We refer to the merger of Digimarc and Dolomite as the Di
