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
SHARE PURCHASE AGREEMENT DATED AS OF NOVEMBER 15, 2021 AMONG DIGIMARC CORPORATION, EVRYTHNG LIMITED, THE SELLERS, AND FORTIS ADVISORS LLC, AS THE REPRESENTATIVE,Share Purchase Agreement • January 4th, 2022 • Digimarc CORP • Services-computer integrated systems design • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of November 15, 2021 (the “Agreement Date”) among (i) Digimarc Corporation, an Oregon corporation (“Purchaser”), (ii) Evrythng Limited, a company incorporated and registered in England with company number 07494980 whose registered office is at Financial Controller, Unit 4, 122 East Road, London, N1 6FB (the “Company”), (iii) each Company Shareholder, Company Warrantholder, Company Optionholder and Company Convertible Noteholder listed on Exhibit A (each, an “Agreement Date Seller” and collectively, the “Agreement Date Sellers”), (iv) each other Company Shareholder, Company Warrantholder, Company Optionholder and Company Convertible Noteholder that becomes a party to this Agreement after the Agreement Date through execution and delivery of a joinder agreement in the form attached hereto as Exhibit B (a “Joinder Agreement”) (each, a “Joinder Seller” and collectively, the “Joinder Sellers”), and (v) Fortis Advisors LLC, a Delawar
