EX-4.1



 Exhibit 4.1 
 



 
 NUMBER 
SHARES 
DIGIMARC 
INCORPORATED UNDER THE LAWS OF THE STATE OF OREGON 
SEE REVERSE FOR CERTAIN DEFINITIONS 
THIS CERTIFIES THAT: 
PROOF 
CUSIP 25381B 10 1 
COMMON STOCK 
IS THE OWNER OF 
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF Digimarc Corporation 
transferable on the books of the Corporation by the holder thereof in person or by duly authorized attorney upon surrender of this certificate duly endorsed or assigned. This
certificate and the shares represented hereby are subject to the laws of the State of Oregon, and to the Articles of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the
Transfer Agent. 
WITNESS the facsimile signatures of its duly authorized officers. 
DATED: 
COUNTERSIGNED: 
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. 
1717 ARCH ST., STE. 1300, PHILADELPHIA, PA 19103
TRANSFER AGENT 
BY: 
AUTHORIZED SIGNATURE 
RChamness 
SECRETARY 
Bruce Davis 
CHAIRMAN OF THE BOARD OF DIRECTORS 







 DIGIMARC CORPORATION 

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

	TEN ENT	 	- as tenants by the entireties	 		  	(Cust)                    (Minor)
	JT TEN	 	- as joint tenants with right of survivorship and not	 		  	under Uniform Gifts to Minors Act
		 	  as tenants in common	 		  	  

		 		 		  	(State)

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

For Value Received,                     
hereby sell, assign and transfer unto 
  

	
	 PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

	 
	 

  

			
	  

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

	
	  

		
	  
	 	Shares
	of the 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	 	  


  

	
	  

	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 WHATSOEVER.
	


 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 BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. (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 ARTICLES OF INCORPORATION OF THE CORPORATION, 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 SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO
THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER
RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM. 
  

 
 COLUMBIA FINANCIAL PRINTING CORP.
- www.stockinformation.com