0001104659-06-016196 Sample Contracts

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”).

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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.

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”).

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.

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