TCM|Strategic Partners Invests $53.5 million in Digimarc - Seite 2

 

Purchase Price Per Share for Common Stock: $14.37/share, a 15% discount to the average closing price of Digimarc common stock for the trading days from August 24 – September 28, 2020
 

Terms of Series B Convertible Preferred:

• Dividends:  7.5% per year, cumulative; payable in cash or, at the option of Digimarc, accumulated and added to the Liquidation Preference (described below). Also entitled to participate in dividends declared or paid on the common stock on an as-converted basis
• Conversion:  No conversion unless and until shareholder approval is obtained; the preferred will convert automatically into common stock following receipt of shareholder approval
• Conversion Price:  $14.37/share
• Liquidation Preference: Purchase price plus accumulated and accrued but unpaid dividends
• Payment upon change of control, liquidation or dissolution:  Greater of (i) Liquidation Preference, or (ii) amount holder is entitled to receive on an as-converted basis
• Repurchases or Exchanges: participate in offers to repurchase or exchange shares of common stock on an as-converted basis 
• Voting Rights:  Vote with common on an as-converted basis (calculated on the basis of the voting conversion price), subject to 19.9% cap on combined voting power of common stock and preferred
• Protective Provisions:  A majority of the outstanding preferred will be required to approve specified company actions that could adversely affect the preferred stock ((i) creation or issuance of parity or senior securities, (ii) amendments or modifications to Articles of Incorporation that would adversely affect the rights, preferences or voting powers of the preferred stock, (iii) certain business combinations and transactions in which preferred stock is not cashed out, unless the rights, preferences or voting powers of Preferred Stock are not adversely affected, and (iv) certain transactions with affiliates)