later date (which automatically revokes the earlier proxy instructions) or by attending the Special Meeting and voting in person. Simply attending the Special Meeting will not cause your
previously granted proxy to be revoked unless you specifically so request. If your shares are held in a stock brokerage account or by a broker, bank or other nominee, you must obtain a legal proxy from your broker, bank or other nominee authorizing
you to vote your shares at the Special Meeting.
Any written notice revoking a proxy should be sent to Digimarc Corporation, Attention: Robert
P. Chamness, Executive Vice President, Chief Legal Officer and Secretary, 9405 S.W. Gemini Drive, Beaverton, Oregon 97008, or hand delivered to the Secretary before the vote at the Special Meeting.
What happens if additional matters are presented at the Special Meeting?
Other than the item of business described in the Proxy Statement, we are not aware of any other business to be acted upon at the Special Meeting. If you grant a proxy, the persons named as proxy holders,
Bruce Davis and Charles Beck, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Special Meeting.
How many shares of Common Stock are issuable upon conversion of the Series B Convertible Preferred Stock?
Upon conversion of all of the Series B Shares, assuming such conversion takes place on December 11, 2020, the Company would issue approximately 1,198,161 shares of Common Stock, representing
approximately 7.3% of the shares of Common Stock outstanding immediately following the conversion.
What will happen if the
Issuance Proposal is not approved?
If the Issuance Proposal is not approved, the holders of the Series B Shares will not be able to
convert their shares of Series B Convertible Preferred Stock into shares of Common Stock, and the Series B Shares will remain outstanding.
Where can I find the voting results of the Special Meeting?
We intend to announce preliminary voting results at the Special Meeting and publish final voting results in a Current Report on Form 8-K to be filed with the
Securities and Exchange Commission (SEC) within four business days after the Special Meeting.
Do I have dissenters
rights of appraisal?
Neither the Oregon Revised Statutes nor the Bylaws of the Company provide dissenters rights of appraisal to
the Companys shareholders in connection with the Issuance Proposal.
May I obtain a list of shareholders entitled to attend and
vote at the Special Meeting?
Yes. A list of these shareholders will be available for inspection by any shareholder at our principal
executive offices located at 9405 S.W. Gemini Drive, Beaverton, Oregon 97008, beginning two business days after notice of the Special Meeting is given until voting at the Special Meeting ends.
Who can help answer my questions?
If you have more questions about the Proposals or voting, you should contact Alliance Advisors, LLC, 200 Broadacres Drive, 3rd Floor, Bloomfield, NJ
07003, Shareholders call Toll-Free: 1-833-945-2701.
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