INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
THIS AGREEMENT is entered into, effective as of , , by and between DMRC Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
RIGHTS AGREEMENT Dated as of July 31, 2008 between DMRC CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentRights Agreement • August 13th, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
Preferred Shares Purchasable upon Exercise of Rights: After the Distribution Date, each Right will entitle the holder to purchase, for $100.00 (the “Purchase Price”), one one-hundredth (1/100) of a share of Series R Participating Cumulative Preferred Stock of the Company (a “Preferred Share”) with economic terms similar to that of one Common Share.
CONFIDENTIAL PORTIONS OMITTED AGREEMENTConfidential Portions Omitted • August 13th, 2008 • DMRC Corp • Services-computer integrated systems design • New York
This is an agreement (the “Agreement”) between Digimarc Corporation, a Delaware Corporation, having a place of business at 9405 SW Gemini Drive, Beaverton, Oregon 97008, and its subsidiaries (“Digimarc”), and The Nielsen Company (US), Inc., a New York Corporation, having a place of business at 770 Broadway, New York, New York 10003, its Subsidiaries and Affiliates (“Nielsen”).
CONFIDENTIAL PORTIONS OMITTED COUNTERFEIT DETERRENCE SYSTEM DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • August 13th, 2008 • DMRC Corp • Services-computer integrated systems design • England
DIGIMARC CORPORATION, a corporation incorporated under the laws of Oregon and having its head office at One Centerpointe Drive, Suite 500, Lake Oswego, Oregon. U.S.A. 97035-8615 (“Digimarc”)
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 August 1, 2008Separation Agreement • August 13th, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
This SEPARATION AGREEMENT, dated as of August 1, 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).
