Digimarc Corp Sample Contracts

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RIGHTS AGREEMENT Dated as of November 16, 2004 between DIGIMARC CORPORATION and EQUISERVE TRUST COMPANY, N.A., as Rights Agent
Rights Agreement • November 17th, 2004 • Digimarc Corp • Services-computer integrated systems design • Delaware

RIGHTS AGREEMENT, dated as of November 16, 2004 (the “Agreement”), between Digimarc Corporation, a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A, as rights agent (the “Rights Agent”).

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Asset Purchase Agreement • January 3rd, 2002 • Digimarc Corp • Services-computer integrated systems design • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of June 29, 2008 by and among L-1 IDENTITY SOLUTIONS, INC. DOLOMITE ACQUISITION CO. and DIGIMARC CORPORATION
Agreement and Plan of Merger • July 3rd, 2008 • Digimarc Corp • Services-computer integrated systems design • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2008 (this “Agreement”), is by and among L-1 IDENTITY SOLUTIONS, INC., a Delaware corporation (“Parent”), DOLOMITE ACQUISITION CO., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and DIGIMARC CORPORATION, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 9.11.

AGREEMENT AND PLAN OF MERGER Dated as of March 23, 2008 by and among L-1 IDENTITY SOLUTIONS, INC DOLOMITE ACQUISITION CO. and DIGIMARC CORPORATION
Agreement and Plan of Merger • March 24th, 2008 • Digimarc Corp • Services-computer integrated systems design • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of March 23, 2008 (this “Agreement”), is by and among L-1 IDENTITY SOLUTIONS, INC., a Delaware corporation (“Parent”), DOLOMITE ACQUISITION CO., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and DIGIMARC CORPORATION, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2006 • Digimarc Corp • Services-computer integrated systems design • Delaware

THIS AGREEMENT is entered into, effective as of , 2005, by and between Digimarc Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

EXHIBIT 10.7 SUBLEASE (Suite 540)
Digimarc Corp • September 21st, 1999
ARTICLE II LEASE TERM
Office Lease Agreement • September 21st, 1999 • Digimarc Corp
STRATEGIC INVESTMENT AGREEMENT BETWEEN DIGIMARC CORPORATION AND KONINKLIJKE PHILIPS ELECTRONICS N.V. DATED AS OF SEPTEMBER 17, 2000
Strategic Investment Agreement • March 13th, 2006 • Digimarc Corp • Services-computer integrated systems design • California

THIS STRATEGIC INVESTMENT AGREEMENT (this “AGREEMENT”) is made as of September 17, 2000 by and between KONINKLIJKE PHILIPS ELECTRONICS N.V., a Netherlands corporation (the “INVESTOR”), and DIGIMARC CORPORATION, a Delaware corporation (the “COMPANY”), (each a “PARTY”, collectively, the “PARTIES”). Capitalized terms used in this Agreement and not otherwise defined are defined in EXHIBIT A, attached hereto and incorporated by reference herein.

EXHIBIT 10.12 -------------
Strategic Investment Agreement • November 14th, 2000 • Digimarc Corp • Services-computer integrated systems design • California
FIRST AMENDMENT OF RIGHTS AGREEMENT
Rights Agreement • April 7th, 2008 • Digimarc Corp • Services-computer integrated systems design • Delaware

THIS FIRST AMENDMENT OF RIGHTS AGREEMENT (this “Amendment”), effective as of March 23, 2008, is made by Digimarc Corporation, a Delaware corporation (the “Company”), and acknowledged by Computershare Trust Company N.A. (formerly Equiserve Trust Company, the “Rights Agent”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 1st, 2005 • Digimarc Corp • Services-computer integrated systems design • Oregon

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made (the “Grant Date”), by and between DIGIMARC CORPORATION, a Delaware corporation (the “Company”) and (“Executive”). In connection with his services as , the Company desires to grant Executive a restricted stock award of shares of the Company’s common stock.

EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2003 • Digimarc Corp • Services-computer integrated systems design • Oregon

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of July 16, 2001 (the “Effective Date”) at Tualatin, Oregon between DIGIMARC CORPORATION, a Delaware corporation (“Digimarc”) with offices at 19801 SW 72ND Avenue, Tualatin, OR 97062, and BRUCE DAVIS (“Executive”).

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • March 15th, 2004 • Digimarc Corp • Services-computer integrated systems design • Oregon

THIS SEPARATION AND RELEASE AGREEMENT ("Agreement") is made and entered into this 1st day of October, 2003, by and between Digimarc ID Systems, LLC ("Digimarc") and John A. Munday ("Employee"), collectively referred to as the "Parties".

PURCHASE AGREEMENT
Purchase Agreement • August 27th, 2003 • Digimarc Corp • Services-computer integrated systems design • New York

This PURCHASE AGREEMENT (the “Agreement”) is made as of the 22nd day of August, 2003, by and between Digimarc Corporation (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 19801 S.W. 72nd Avenue, Suite 250, Tualatin, Oregon 97062, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

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DIGIMARC CORPORATION SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 13th, 2006 • Digimarc Corp • Services-computer integrated systems design • Oregon

This Second Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of the 2 day of November, 1999, by and among DIGIMARC CORPORATION, an Oregon corporation (the “Company”) and the holders of the Company’s Series A Preferred Stock (the “Series A Holders”), Series B Preferred Stock (the “Series B Holders”), Series C Preferred Stock (the “Series C Holders”), Series D Preferred Stock (the “Series D Holders”) and Series D-X Preferred Stock (the “Series D-X Holders”), (collectively, the Series A Holders, the Series B Holders, the Series C Holders, the Series D Holders and the Series D-X Holders are referred to herein as “Preferred Holders”).

SECOND AMENDMENT OF RIGHTS AGREEMENT
Rights Agreement • July 3rd, 2008 • Digimarc Corp • Services-computer integrated systems design • Delaware

THIS SECOND AMENDMENT OF RIGHTS AGREEMENT (this “Amendment”), effective as of June 29, 2008, is made by Digimarc Corporation, a Delaware corporation (the “Company”), and acknowledged by Computershare Trust Company N.A. (formerly EquiServe Trust Company, N.A., the “Rights Agent”).

PERFORMANCE VESTING SHARE AGREEMENT
Performance Vesting Share Agreement • March 13th, 2006 • Digimarc Corp • Services-computer integrated systems design • Oregon

THIS PERFORMANCE VESTING SHARE AGREEMENT (this “Agreement”) is made effective January 3, 2006 (the “Grant Date”), by and between DIGIMARC CORPORATION, a Delaware corporation (the “Company”) and (“Executive”). In connection with his services as , the Company desires to grant Executive a performance vesting share award of shares of the Company’s common stock.

PERFORMANCE VESTING SHARE AGREEMENT
Share Agreement • February 29th, 2008 • Digimarc Corp • Services-computer integrated systems design • Oregon

THIS PERFORMANCE VESTING SHARE AGREEMENT (this "Agreement") is made effective (the "Grant Date"), by and between Digimarc Corporation, a Delaware corporation (the "Company") and ("Executive"). In connection with his services as Executive Vice President, the Company desires to grant Executive a performance vesting share award of shares of the Company's common stock.

EXHIBIT 10.6 SUBLEASE (Suite 500)
Digimarc Corp • September 21st, 1999
CHANGE OF CONTROL RETENTION AGREEMENT
Change of Control Retention Agreement • January 4th, 2007 • Digimarc Corp • Services-computer integrated systems design • Oregon

This Change of Control Retention Agreement (“this Agreement”) is made as of the day of , 200_, between Digimarc Corporation, a Delaware corporation, with its principal offices at Beaverton, Oregon (hereinafter called the “Company”), and (hereinafter called “Executive”).

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