Exhibit 4.1


 


016570|  003590| 127C|4|057-423


 


	
  COMMON
  STOCK

  	
   

  	
   

  	
  COMMON
  STOCK

  
	
   

  	
   

  	
   

  	
   

  
	
  PAR VALUE $0.001

  	
   

  	
   

  	
  THIS CERTIFICATE
  IS TRANSFERABLE IN

  
	
   

  	
   

  	
  CANTON, MA AND
  JERSEY CITY, NJ

  
	
   

  	
   

  	
   

  
	
  Certificate

  Number

  	
   

  	
   

  	
   

  	
  Shares

  
	
  ZQ 000000

  	
   

  	
   

  	
   

  	
  * * ******* * *
  * * *

  * * * ******* * * * *

  * * * * ******* * * *

  * * * * * ******* * *

  * * * * * * ******* *

  
						



 


DIGIMARC
CORPORATION


INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE


 


	
  THIS CERTIFIES THAT

  	
  CUSIP 25381B 10
  1

  
	
   

  	
   

  
	
   

  	
  SEE REVERSE FOR
  CERTAIN DEFINITIONS

  
	
   

  	
   

  
	
   

  	
   

  
	
  is the owner of

  	
   

  



 


 


FULLY PAID AND
NONASSESSABLE SHARES OF COMMON STOCK, OF THE PAR VALUE OF $0.001 EACH, OF


 


Digimarc
Corporation,
transferable on the books of the Corporation by the holder hereof in person, or
by a duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.


 


WITNESS the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers.


 


 


	
   

  	
   

  	
   

  	
   

  	
  DATED <<Month Day,
  Year>>

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  COMPUTERSHARE TRUST COMPANY, N.A.

  
	
  Chairman of the
  Board of Directors

  	
   

  	
   

  	
  TRANSFER AGENT AND
  REGISTRAR,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
  Treasurer

  	
   

  	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  



 

















 


DIGIMARC CORPORATION


 


THIS CERTIFICATE ALSO
EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE
RIGHTS AGREEMENT DATED AS OF JULY 31, 2008 AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME (THE “RIGHTS AGREEMENT”), BETWEEN DIGIMARC
CORPORATION (“DIGIMARC”) AND COMPUTERSHARE TRUST COMPANY, N.A. (OR ANY
SUCCESSOR THERETO), AS RIGHTS AGENT (OR BETWEEN DIGIMARC AND ANY SUCCESSOR
RIGHTS AGENT UNDER THE RIGHTS AGREEMENT), THE TERMS OF WHICH ARE HEREBY
INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL EXECUTIVE OFFICES OF DIGIMARC. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. DIGIMARC WILL
MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT
CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. RIGHTS BENEFICIALLY OWNED
BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS
ARE NULL AND VOID AND NONTRANSFERABLE.


 


A STATEMENT OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS
AS ESTABLISHED, FROM TIME TO TIME, BY THE CERTIFICATE OF INCORPORATION OF THE
CORPORATION AND BY ANY CERTIFICATE OF DESIGNATION, AND THE NUMBER OF SHARES
CONSTITUTING EACH CLASS AND SERIES AND THE DESIGNATIONS THEREOF, MAY BE
OBTAINED BY THE HOLDER HEREOF UPON REQUEST AND WITHOUT CHARGE FROM THE
CORPORATION AT ITS PRINCIPAL OFFICE.


 


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM

  	
  - as tenants in common

  	
  UNIF GIFT MIN ACT- . .
  . . . . . . . .Custodian . . . . . . . . . . . . . . .  

  
	
           (Cust)                        (Minor)

  
	
  TEN ENT

  	
  - as tenants by the
  entireties

  	
  under Uniform Gifts to Minors Act . . . . . . . . .
  . . . .

  (State)

  
	
  JT TEN

  	
  - as
  joint tenants with right of survivorship and not as tenants in common

  	
  UNIF TRF MIN ACT . . .
  . . . . . . . . . . .Custodian (until age. . . ). . . . . . . .

  (Cust)                                         (Minor)

  under Uniform Gifts to Minors Act . . . . . . . . .
  . . . .

  (State)

  



 


Additional abbreviations
may also be used though not in the above list.


 


PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


For value
received,
                                        
hereby sell, assign and transfer unto


 


 


(PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)


 


 


 


 


Shares


of the common stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint


Attorney


to transfer the said
stock on the books of the within named Corporation with full power of
substitution in the premises.


 


	
  Dated:
                                                                       20

  	
   

  	
  Signature(s) Guaranteed:
  Medallion Guarantee Stamp

  
	
   

  	
   

  	
  THE
  SIGNATURE(S) SHOULD BE GUARANTEED BY

  AN ELIGIBLE GUARANTOR INSTITUTION (Banks,

  
	
  Signature:

  	
   

  	
   

  	
  Stockbrokers, Savings
  and Loan Associations and Credit

  
	
   

  	
   

  	
  Unions) WITH MEMBERSHIP
  IN AN APPROVED

  SIGNATURE GUARANTEE MEDALLION PROGRAM,

  
	
  Signature:

  	
   

  	
   

  	
  PURSUANT TO S.E.C. RULE
  17Ad-15.

  
	
   

  	
  Notice:
  The signature to this assignment must correspond with the name as written
  upon the face of the certificate, in every particular, without alteration or
  enlargement, or any change whatever.

  	
   

  	
   

  



 


SECURITY
INSTRUCTIONS


 


THIS
IS WATERMARKED PAPER DO NOT ACCEPT WITHOUT NOTING

WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK.