Activity Restrictions. For so long as the Buyer or any of its Affiliates holds any Securities, neither the Buyer nor any Affiliate will: # vote any shares of Common Stock owned or controlled by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company; # engage or participate in any actions, plans or proposals which relate to or would result in # acquiring additional securities of the Company, alone or together with any other Person, which would result in beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.9% of the total outstanding Common Stock or other voting securities of the Company, # an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company, # a sale or transfer of a material amount of assets of the Company, # any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, # any material change in the present capitalization or dividend policy of the Company, # any other material change in the Company’s business or corporate structure, # changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, # causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, # a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or # any action, intention, plan or arrangement similar to any of those enumerated above; or # request the Company or its directors, officers, employees, agents or representatives to amend or waive any provision of this Section.

Activity Restrictions. For so long as the Buyer or any of its Affiliates holds any Securities, neither the Buyer nor any Affiliate will: # vote any shares of Common Stock owned or controlled by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company; # engage or participate in any actions, plans or proposals which relate to or would result in # acquiring additional securities of the Company, alone or together with any other Person, which would result in beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.9% of the total outstanding Common Stock or other voting securities of the Company, # an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company, # a sale or transfer of a material amount of assets of the Company, # any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, # any material change in the present capitalization or dividend policy of the Company, # any other material change in the Company’s business or corporate structure, # changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, # causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, # a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or # any action, intention, plan or arrangement similar to any of those enumerated above; or # request the Company or its directors, officers, employees, agents or representatives to amend or waive any provision of this Section.

Activity Restrictions. For so long as the Buyer or any of its Affiliates holds any Securities, neither the Buyer nor any Affiliate will: # vote any shares of Common Stock owned or controlled by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company; # engage or participate in any actions, plans or proposals which relate to or would result in # acquiring additional securities of the Company, alone or together with any other Person, which would result in beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.9% of the total outstanding Common Stock or other voting securities of the Company, # an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company, # a sale or transfer of a material amount of assets of the Company, # any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, # any material change in the present capitalization or dividend policy of the Company, # any other material change in the Company’s business or corporate structure, # changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, # causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, # a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or # any action, intention, plan or arrangement similar to any of those enumerated above; or # request the Company or its directors, officers, employees, agents or representatives to amend or waive any provision of this Section.

Activity Restrictions. For so long as the Buyer or any of its Affiliates holds any Securities, neither the Buyer nor any Affiliate will: # vote any Common Shares owned or controlled by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company; # engage or participate in any actions, plans or proposals which relate to or would result in # acquiring additional securities of the Company, alone or together with any other Person, which would result in beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.9% of the total outstanding Common Shares or other voting securities of the Company, # an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company, # a sale or transfer of a material amount of assets of the Company, # any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, # any material change in the present capitalization or dividend policy of the Company, # any other material change in the Company’s business or corporate structure, # changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, # causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, # a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or # any action, intention, plan or arrangement similar to any of those enumerated above; or # request the Company or its directors, officers, employees, agents or representatives to amend or waive any provision of this Section.

Activity Restrictions. For so long as the Buyer or any of its Affiliates holds any Securities, neither the Buyer nor any Affiliate will: # vote any Common Shares owned or controlled by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company; # engage or participate in any actions, plans or proposals which relate to or would result in # acquiring additional securities of the Company, alone or together with any other Person, which would result in beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.9% of the total outstanding Common Shares or other voting securities of the Company, # an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company, # a sale or transfer of a material amount of assets of the Company, # any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, # any material change in the present capitalization or dividend policy of the Company, # any other material change in the Company’s business or corporate structure, # changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, # causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, # a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or # any action, intention, plan or arrangement similar to any of those enumerated above; or # request the Company or its directors, officers, employees, agents or representatives to amend or waive any provision of this Section.

Competitive Activity. While employed by the Company, and for a period of one (1) year following your Termination Date, you are obligated to provide notice to Company of future activity and responsibilities prior to starting a new position. Upon receipt of such notice, the Company will have a 10-day window to exercise a non-compete for a period not to exceed 12 months from the Termination Date. In such event, and only if your employment terminates pursuant to a Termination Without Cause, the Company will pay you, during the 12-month period, your base salary according to the Company payroll schedule less applicable withholdings, so long as you are not otherwise employed. In the event # your employment is termination as a Termination Without Cause by the Company, # the Company is paying Severance Pay to you, and # the Company invokes its non-compete option, your Severance Pay will end and the non-compete payment will begin for a period not to exceed one year from Termination Date. In the event you breach this clause, you agree to reimburse immediately all severance and non-compete payments you received from the Company. You agree and understand that should the Company exercise its non-compete option under this paragraph, you will be bound by the terms of this Competitive Activity/non-compete provision, even if you are terminated for cause or you voluntary terminate, and thus do not receive the non-compete payments described herein.

Competing Activity. The Administrator may cancel, rescind, withhold or otherwise limit or restrict any Award at any time if the Participant is not in compliance with all applicable provisions of the Award agreement, the Plan, and such Participant’s employment agreement or if the Participant breaches any agreement with the Company or its Affiliates with respect to non-competition, non-solicitation or confidentiality, including without limitation, such Participant’s employment agreement with the Company or its Affiliates.

DETRIMENTAL ACTIVITY. Your option, the shares issued upon exercise of your option and any associated gain shall be subject to [Section 6.3(c)(ii)] of the Plan regarding the effects of engaging in Detrimental Activity.

Protected Activity. Nothing in this Agreement shall prohibit or impede the Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made # in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company Group’s attorney-client privilege or attorney work product, or the Company Group’s trade secrets, without the Company’s prior written consent. The Participant does not need the prior authorization of (or to give notice to) the Company regarding any communication, disclosure, or activity described in this Paragraph.

Other Activity. Except upon the prior approval of the Board, Executive (during the Term) shall not # accept any other employment; or # engage, directly or indirectly, in any other business, commercial, or professional activity (whether or not pursued for pecuniary advantage) that is or may be competitive with Digimarc, that might create a conflict of interest with Digimarc, or that otherwise might interfere with the business of Digimarc or any Affiliate or the performance of Executive's duties and obligations to Digimarc. So that Digimarc may be aware of the extent of any other demands upon Executive's time and attention, Executive shall disclose in confidence to Digimarc the nature and scope of any other business activity in which he is or becomes engaged during the Term.