1,233,333 Shares* Digimarc Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2016 • Digimarc CORP • Services-computer integrated systems design • New York
Digimarc Corporation, an Oregon corporation (the “Company”), proposes to issue and sell 1,233,333 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 185,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
DIGIMARC CORPORATION Up to $30,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: May 16, 2019Equity Distribution Agreement • May 17th, 2019 • Digimarc CORP • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2020 • Digimarc CORP • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of September 29, 2020, by and between Digimarc Corporation, an Oregon corporation (including its successors and permitted assigns, the “Company”), and TCM Strategic Partners L.P., a Delaware limited partnership (including its successors and permitted assigns, the “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
THIS AGREEMENT is entered into, effective as of , , by and between DMRC Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
RIGHTS AGREEMENT Dated as of July 31, 2008 between DIGIMARC CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentRights Agreement • February 27th, 2009 • Digimarc CORP • Services-computer integrated systems design • Delaware
Preferred Shares Purchasable upon Exercise of Rights: After the Distribution Date, each Right will entitle the holder to purchase, for $100.00 (the “Purchase Price”), one one-hundredth (1/100) of a share of Series R Participating Cumulative Preferred Stock of the Company (a “Preferred Share”) with economic terms similar to that of one Common Share.
AGREEMENTPatent License Agreement • April 28th, 2016 • Digimarc CORP • Services-computer integrated systems design • Washington
This Agreement (“Agreement”) is entered into as of October 5, 2010 (the “Effective Date”) by and among Digimarc Corporation, an Oregon corporation, with an address at 9405 SW Gemini Drive, Beaverton, OR 97008 (“Digimarc”), Invention Law Group, P.C. (“ILG”) and IV Digital Multimedia Inventions, LLC (“DMI” and together with ILG, the “IV Entities”).
CHANGE OF CONTROL RETENTION AGREEMENTChange of Control Retention Agreement • February 25th, 2016 • Digimarc CORP • Services-computer integrated systems design • Oregon
This Change of Control Retention Agreement (“this Agreement”) is made as of the day of , 2016, between Digimarc Corporation, an Oregon corporation, with its principal offices at Beaverton, Oregon (hereinafter called the “Company”), and (hereinafter called “Executive”).
CONFIDENTIAL PORTIONS OMITTED TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 14th, 2008 • Digimarc CORP • Services-computer integrated systems design • Delaware
THIS TRANSITION SERVICES AGREEMENT, dated as of August 1, 2008, but effective pursuant to Article VII (this “Agreement”), is by and between Digimarc Corporation, a Delaware corporation (“Digimarc”), and DMRC Corporation (“DMRC”), a Delaware corporation and wholly owned subsidiary of DMRC LLC, a Delaware limited liability company (“DMRC LLC”). Digimarc and DMRC are individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Separation Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2014 • Digimarc CORP • Services-computer integrated systems design • Oregon
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 31, 2014 (the “Agreement Date”) effective as of November 1, 2014 (the “Effective Date”) at Beaverton, Oregon between DIGIMARC CORPORATION, an Oregon corporation (“Digimarc”) with offices at 9405 SW Gemini Drive, Beaverton, Oregon 97008, and BRUCE DAVIS (“Executive”).
CONFIDENTIAL PORTIONS OMITTED AGREEMENTConfidentiality Agreement • October 14th, 2008 • Digimarc CORP • Services-computer integrated systems design • New York
This is an agreement (the “Agreement”) between Digimarc Corporation, a Delaware Corporation, having a place of business at 9405 SW Gemini Drive, Beaverton, Oregon 97008, and its subsidiaries (“Digimarc”), and The Nielsen Company (US), Inc., a New York Corporation, having a place of business at 770 Broadway, New York, New York 10003, its Subsidiaries and Affiliates (“Nielsen”).
CONFIDENTIAL PORTIONS OMITTED LICENSE AGREEMENTLicense Agreement • October 2nd, 2008 • Digimarc CORP • Services-computer integrated systems design • Delaware
This LICENSE AGREEMENT (this “Agreement”) is entered into as of August 1, 2008 by and between DMRC Corporation, a Delaware corporation, and its Affiliates (“DMRC”), and L-1 Identity Solutions Operating Company, a Delaware corporation, and its Affiliates (the “Company”).
CONFIDENTIAL PORTIONS OMITTED LIMITED LIABILITY COMPANY AGREEMENT OF NEWCO 1, LLC DATED JUNE 11, 2009Limited Liability Company Agreement • July 31st, 2009 • Digimarc CORP • Services-computer integrated systems design • Oregon
This LIMITED LIABILITY COMPANY AGREEMENT of Newco 1, LLC (the “Company”) is made and entered into as of June 11, 2009 by and between The Nielsen Company (US) LLC, a New York limited liability company, having offices at 770 Broadway, New York, New York 10003 (“Nielsen”), and Digimarc Corporation, a Delaware corporation, with offices at 9405 SW Gemini Drive, Beaverton, Oregon 97008 (“Digimarc”).
CHANGE OF CONTROL RETENTION AGREEMENTChange of Control Retention Agreement • March 7th, 2022 • Digimarc CORP • Services-computer integrated systems design • Oregon
This Change of Control Retention Agreement ("this Agreement") is made as of the 1st day of January, 2022, between Digimarc Corporation, an Oregon corporation, with its principal offices at Beaverton, Oregon (hereinafter called the "Company"), and __________ (hereinafter called "Executive").
FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 13th, 2017 • Digimarc CORP • Services-computer integrated systems design • Delaware
This common stock purchase agreement (this “Agreement”) is made as of November 9, 2017, by and between , a Massachusetts business trust (“Purchaser”), and Digimarc Corporation, an Oregon corporation (the “Company”).
CONFIDENTIAL PORTIONS OMITTED GRANT-BACK LICENSE AGREEMENTGrant-Back License Agreement • March 3rd, 2011 • Digimarc CORP • Services-computer integrated systems design • Delaware
This Grant-Back License Agreement (“Agreement”) is made and entered into as of October 5, 2010 (the “Effective Date”) by and between Digimarc Corporation (“Parent”, and together with its Subsidiaries, “Digimarc”) and IV Digital Multimedia Inventions, LLC (together with its Affiliates, “IV”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2021 • Digimarc CORP • Services-computer integrated systems design • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of April 12, 2021 (the “Effective Date”) at Beaverton, Oregon between DIGIMARC CORPORATION, an Oregon corporation (“Digimarc”) with offices at 9405 SW Gemini Drive, Beaverton, Oregon 97008, and Riley McCormack (“Executive”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 6th, 2021 • Digimarc CORP • Services-computer integrated systems design • Oregon
WHEREAS, Executive has been employed by the Company as Chief Executive Officer pursuant to that certain Employment Agreement effective as of August 10, 2020 (the “Employment Agreement”);
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 6th, 2022 • Digimarc CORP • Services-computer integrated systems design • Delaware
This common stock purchase agreement (this “Agreement”) is made as of April 5, 2022, by and between [ ] (the “Purchaser”), and Digimarc Corporation, an Oregon corporation (the “Company”).
LEASE AGREEMENTLease Agreement • March 7th, 2022 • Digimarc CORP • Services-computer integrated systems design • Oregon
, 2022, by and between PORTLAND 1, LLC, a Delaware limited liability company ("Landlord") and DIGIMARC CORPORATION, an Oregon corporation ("Tenant").
CONFIDENTIAL PORTIONS OMITTED COUNTERFEIT DETERRENCE SYSTEM DEVELOPMENT AND LICENSE AGREEMENTCounterfeit Deterrence System Development and License Agreement • October 2nd, 2008 • Digimarc CORP • Services-computer integrated systems design • England
DIGIMARC CORPORATION, a corporation incorporated under the laws of Oregon and having its head office at One Centerpointe Drive, Suite 500, Lake Oswego, Oregon. U.S.A. 97035-8615 (“Digimarc”)
CONFIDENTIAL PORTIONS OMITTED COUNTERFEIT DETERRENCE SYSTEM DEVELOPMENT AND LICENSE AGREEMENTCounterfeit Deterrence System Development and License Agreement • October 14th, 2008 • Digimarc CORP • Services-computer integrated systems design • England
DIGIMARC CORPORATION, a corporation incorporated under the laws of Oregon and having its head office at One Centerpointe Drive, Suite 500, Lake Oswego, Oregon. U.S.A. 97035-8615 (“Digimarc”)
CONSULTING AGREEMENTConsulting Agreement • February 29th, 2024 • Digimarc CORP • Services-computer integrated systems design
This Consulting Agreement (this "Consulting Agreement") is entered into as of January 9, 2024, by and between Digimarc Corporation, an Oregon corporation (the "Company") and Andrew Walter as a consultant to the Company ("Consultant").
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 4th, 2022 • Digimarc CORP • Services-computer integrated systems design • New York
WHEREAS, the Company has agreed to issue and deliver up to 231,438 warrants (the “Warrants”) to the sellers party to the Share Purchase Agreement, dated November 15, 2021 (the “Purchase Agreement”), by and among the Company, EVRYTHNG Limited, the sellers party thereto, and Fortis Advisors LLC, in its capacity as representative of the sellers party thereto (the “Representative”), with each such Warrant evidencing the right of the holder thereof to purchase one share of the Company’s common stock, par value $0.001 per share (the “Common Stock” and such shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”), for $36.56, subject to adjustment as described herein; and
AMENDMENT NO. 1Equity Distribution Agreement • October 30th, 2020 • Digimarc CORP • Services-computer integrated systems design • New York
This Amendment No. 1 (this “Amendment”) to the Equity Distribution Agreement (the “Equity Distribution Agreement”), dated as of May 16, 2019, by and between Digimarc Corporation, an Oregon corporation (the “Company”), and Wells Fargo Securities, LLC (“Wells Fargo,” and together with the Company, each, a “Party,” and collectively, the “Parties”), shall be effective as of August 6, 2020 (the “Effective Date”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2020 • Digimarc CORP • Services-computer integrated systems design • New York
This SUBSCRIPTION AGREEMENT dated as of September 29, 2020 (this “Agreement”) is by and between Digimarc Corporation, an Oregon corporation (the “Company”), and TCM Strategic Partners L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.
SEPARATION AGREEMENT by and among DIGIMARC CORPORATION, DMRC LLC, DMRC CORPORATION and L-1 IDENTITY SOLUTIONS, INC (solely for the purposes of Section 3.02, 4.09(b)(iii) and Section 4.13) Dated as of August 1, 2008Separation Agreement • August 13th, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
This SEPARATION AGREEMENT, dated as of August 1, 2008 (this “Agreement”), is entered into by and among DIGIMARC CORPORATION, a Delaware corporation (“Digimarc”), DMRC LLC, a Delaware limited liability company and a wholly owned subsidiary of Digimarc (“DMRC”), DMRC Corporation, a Delaware corporation and a wholly-owned subsidiary of DMRC (“DMRC Sub”), and, solely with respect to Section 3.02, Section 4.09(b)(iii) and Section 4.13, L-1 Identity Solutions, Inc., a Delaware corporation (“L-1” and, together with DMRC, Digimarc and Digimarc Sub, the “Parties” and each, a “Party”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Merger Agreement (as defined below).
SECOND AMENDMENT OF RIGHTS AGREEMENTRights Agreement • July 25th, 2014 • Digimarc CORP • Services-computer integrated systems design • Delaware
THIS SECOND AMENDMENT OF RIGHTS AGREEMENT (this “Amendment”), effective as of November 5, 2013, is made by Digimarc Corporation, a Delaware corporation (the “Company”), and acknowledged by Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent”).
SEPARATION AGREEMENT by and among DIGIMARC CORPORATION, DMRC LLC, DMRC CORPORATION and L-1 IDENTITY SOLUTIONS, INC (solely for the purposes of Section 3.02, 4.09(b)(iii) and Section 4.13) Dated as of July [ ], 2008Separation Agreement • July 22nd, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
This SEPARATION AGREEMENT, dated as of July [ ], 2008 (this “Agreement”), is entered into by and among DIGIMARC CORPORATION, a Delaware corporation (“Digimarc”), DMRC LLC, a Delaware limited liability company and a wholly owned subsidiary of Digimarc (“DMRC”), DMRC Corporation, a Delaware corporation and a wholly-owned subsidiary of DMRC (“DMRC Sub”), and, solely with respect to Section 3.02, Section 4.09(b)(iii) and Section 4.13, L-1 Identity Solutions, Inc., a Delaware corporation (“L-1” and, together with DMRC, Digimarc and Digimarc Sub, the “Parties” and each, a “Party”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Merger Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 26th, 2024 • Digimarc CORP • Services-computer integrated systems design • New York
This common stock purchase agreement (this “Agreement”) is made as of February 24, 2024, by and between [ ], a [ ] (the “Purchaser”), and Digimarc Corporation, an Oregon corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2017 • Digimarc CORP • Services-computer integrated systems design • Oregon
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of September 1, 2017 (the "Effective Date") at Beaverton, Oregon between DIGIMARC CORPORATION, an Oregon corporation ("Digimarc") with offices at 9405 SW Gemini Drive, Beaverton, Oregon 97008, and BRUCE DAVIS ("Executive").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 22nd, 2008 • DMRC Corp • Services-computer integrated systems design • Delaware
THIS TRANSITION SERVICES AGREEMENT, dated as of July , 2008, but effective pursuant to Article VII (this “Agreement”), is by and between Digimarc Corporation, a Delaware corporation (“Digimarc”), and DMRC Corporation (“DMRC”), a Delaware corporation and wholly owned subsidiary of DMRC LLC, a Delaware limited liability company (“DMRC LLC”). Digimarc and DMRC are individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Separation Agreement (as defined below).
GRANT-BACK LICENSE AGREEMENTGrant-Back License Agreement • May 2nd, 2019 • Digimarc CORP • Services-computer integrated systems design • Delaware
This Grant-Back License Agreement (“Agreement”) is made and entered into as of October 5, 2010 (the “Effective Date”) by and between Digimarc Corporation (“Parent”, and together with its Subsidiaries, “Digimarc”) and IV Digital Multimedia Inventions, LLC (together with its Affiliates, “IV”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2020 • Digimarc CORP • Services-computer integrated systems design • Oregon
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of August 10, 2020 (the "Effective Date") at Beaverton, Oregon between DIGIMARC CORPORATION, an Oregon corporation ("Digimarc") with offices at 9405 SW Gemini Drive, Beaverton, Oregon 97008, and BRUCE DAVIS ("Executive").
AMENDMENT TO COUNTERFEIT DETERRENCE SYSTEM DEVELOPMENT AND LICENSE AGREEMENTCounterfeit Deterrence System Development and License Agreement • March 2nd, 2023 • Digimarc CORP • Services-computer integrated systems design
This is an Amendment to the Counterfeit Deterrence System Development and License Agreement (“DLA”) of January 1, 2013, between Digimarc Corporation, a corporation incorporated under the laws of Oregon and having its head office at 8500 SW Creekside Place, Beaverton, Oregon, U.S.A. 97008 (“Digimarc”) and Bank for International Settlements, created pursuant to The Hague Agreements of January 1930 having its head office at Centralbahnplatz 2, CH-4051 Basel, Switzerland (“BIS”).
DIGIMARC CORPORATION DA SUB INC. ATTRIBUTOR CORPORATION STOCKHOLDERS’ REPRESENTATIVE AGREEMENT AND PLAN OF MERGER Dated as of December 3, 2012Merger Agreement • December 4th, 2012 • Digimarc CORP • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated December 3, 2012, is by and among Digimarc Corporation, an Oregon corporation (“Parent”); DA Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”); Attributor Corporation, a Delaware corporation (“Company”); and Fortis Advisors, LLC, a Delaware limited liability company (the “Stockholders’ Representative”), solely in the capacity as agent and attorney-in-fact for the Company Holders. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings indicated in ARTICLE 8.
