Business Formation Agreement

The name of the company is „Newco 1, LLC“ and can be changed with the agreement of the members. The company`s activities may be conducted under the name of the company or under another name designated by the Members153 committee. The company is called a joint venture by Nielsen and Digimarc. Without the other member`s prior written consent, a member may not sell, transfer, debit or transfer to another person his or her interest in the company or part of the company (directly or indirectly through one or more transactions, either voluntarily, unintentionally, by law or other means) to the company or part of it. Notwithstanding the above rate, one of the Member States may transfer its interests: (i) through the exercise of a right, through merger, consolidation, restructuring, legal transformation, merger or other similar business transaction; or (ii) in connection with a sale or other transfer of all or most of any asset or other activity; or (iii) upon receipt of the written consent of the other member whose consent cannot be unduly withheld, of a partner who is entirely in possession of that member or who is detained in full. Any transfer is conditional on the purchaser`s written acceptance of being bound by the terms of this contract. Any transfer that is not carried out in strict compliance with the provisions of this section 8.04 is null and void. If there are to be amendments or amendments to this agreement, make sure that there are sufficient rules so that no party can make changes without the agreement of the majority or all members. The company will submit information in a manner consistent with the company`s treatment as a U.S. income tax partnership and will not choose to be treated as a corporation for U.S. income tax purposes. (a) After the dissolution of the company, Committee 153 endeavours to resolve all matters relating to the ownership, separation and distribution of the company`s assets, in order to settle the liquidation and payment of all company commitments and to liquidate the affairs of the company in an orderly manner close to the business.

If the Members` Committee153 fails to reach such an agreement, it appoints a person who acts as liquidator to liquidate the company. The liquidator has the full power and power to sell, assign and debit the assets of Company 153 and liquidate the affairs of the company in an orderly manner and similar to that of the business. All proceeds from the liquidation and all remaining funds or assets of the company are allocated in the following order of priority: (i) for the payment of the company`s debts and liabilities (including, to the extent permitted by law, the company`s debts liabilities earned to a member) and liquidation costs; (ii) the establishment of these reserves (including cash accounts) that the liquidator may reasonably see necessary for the company`s potential liabilities; and (iii) distributing cash or property (at each member`s choice) to members based on their percentage interests.