DIGIMARC CORPORATION DA SUB INC. ATTRIBUTOR CORPORATION STOCKHOLDERS’ REPRESENTATIVE AGREEMENT AND PLAN OF MERGER Dated as of December 3, 2012Merger Agreement • December 4th, 2012 • Digimarc CORP • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated December 3, 2012, is by and among Digimarc Corporation, an Oregon corporation (“Parent”); DA Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”); Attributor Corporation, a Delaware corporation (“Company”); and Fortis Advisors, LLC, a Delaware limited liability company (the “Stockholders’ Representative”), solely in the capacity as agent and attorney-in-fact for the Company Holders. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings indicated in ARTICLE 8.
