Digimarc Corp

EX-99.1 · d61331dex991.htm

EX-99.1
 5
 d61331dex991.htm
 EX-99.1

 Exhibit 99.1

 DIGIMARC APPOINTS ENTERPRISE SOFTWARE VETERAN PAUL CARREIRO AS CHIEF EXECUTIVE OFFICER TO LEAD NEXT PHASE OF GLOBAL
GROWTH
 Planned leadership transition leverages Carreiro’s 25+ years of scaling global software companies; Riley McCormack to remain a
member of Digimarc’s Board of Directors
 BEAVERTON, Ore. – June 8, 2026 – Digimarc Corporation
(NASDAQ: DMRC), the company building the trust layer for the modern world, today announced the appointment of Paul Carreiro as Chief Executive Officer, effective July 6, 2026. Riley McCormack will remain a member of the Company’s Board of
Directors, supporting Carreiro and the Company in this next phase of growth.
 Carreiro brings more than twenty-five years of experience scaling global
enterprise software platforms and commercializing advanced technologies worldwide. He joins Digimarc from Elemica, where over the past two years as CEO he propelled the company into the elite “Rule of 50” category and accelerated its
path to achieving more than $100 million in revenue in 2026. Previously, as President of Global Field Operations at Kinaxis, he drove revenue growth from $90 million to over $450 million in six years. Earlier, he served as Managing
Director and President, EMEA at Infor Global Solutions, and as Executive Vice President & General Manager of SAP Industries North America.

 “I couldn’t be more excited to welcome Paul to Digimarc. He brings a powerful combination of technical fluency, platform and ecosystem thinking,
and global commercial leadership, along with a proven track record of scale-up success,” said McCormack. “I also want to thank my Digimarc teammates. It has been a privilege to serve as your CEO.
Digimarc is exceptionally well positioned for what lies ahead, and Paul is the right leader to drive our strategy and execution from here. I look forward to supporting him and the entire Digimarc team from the Board.”

 Carreiro’s appointment comes as Digimarc is positioned to capture a significant market opportunity that is expanding with the rapid advancement of AI.
As enterprises accelerate adoption of AI-driven and autonomous workflows, both humans and intelligent systems require scalable ways to verify what’s real, protect what matters, and move forward with
confidence. Digimarc’s core capabilities in authentication, provenance, and verification deliver trust in every interaction, spanning both the physical and digital worlds.

 “What attracted me to Digimarc is straightforward: the company sits at the intersection of markets where trust and authenticity are becoming not just
important, but mission critical,” said Carreiro. “We are living through an inversion of trust as artificial intelligence accelerates the creation and manipulation of physical goods and digital content at a scale we have never seen. The
ability to verify what is real, authentic, and original is fast becoming foundational infrastructure, and Digimarc is uniquely positioned to solve that challenge. Riley and the team have built something genuinely differentiated: unmatched
technology, meaningful customer relationships, and exposure to markets with significant growth ahead. I am excited to build on that foundation and look forward to getting to work.”

 “When the Board asked Riley to step into the CEO role, the Company needed a leader who could sharpen
strategic focus, strengthen operational discipline, increase organizational agility, and position Digimarc for its next phase of sustainable, scalable growth. Riley successfully led that transformation, building a stronger, more focused company with
a differentiated position in important and growing markets,” said Katie Kool, Chair, Digimarc Board of Directors. “With a stronger foundation, greater focus, and a clearer understanding of where Digimarc can win, we are excited to
welcome Paul as CEO to lead Digimarc into its next phase of growth and market leadership. His track record of scaling enterprise software businesses, building high-performing organizations, and driving commercial growth positions him to accelerate
our strategy and expand our impact. The Board is fully aligned in our support of Paul as he leads the Company forward, and we are confident in his ability to drive sustained growth and create significant long-term value for all Digimarc
stakeholders.”
 Digimarc also announced that it has entered into an equity offering program to provide further flexibility to accelerate
commercialization, expand market adoption, and support the Company’s next phase of innovation investment and scaled execution, while maintaining a disciplined approach to capital allocation. Details regarding the program are available in the
Form 8-K filed today.
 Digimarc company contact:

 Charles Beck
 Chief Financial Officer

 Charles.Beck@digimarc.com
 +1 503-469-4721
 About Digimarc

 Digimarc (NASDAQ: DMRC) is building the trust layer for the modern world. As AI accelerates how we produce, share, and interact with the world, the risks of
fraud, counterfeiting, and misinformation are growing exponentially. Our innovative, highly scalable, and ultra-secure solutions make it possible for consumers, businesses, and intelligent systems to instantly verify what’s real, protect what
matters, and transact with confidence. Digimarc’s solutions for loss prevention, authentication, and digital are built to counter the speed and sophistication of today’s AI-enabled threats. Trusted
by the world’s central banks to deter the counterfeiting of global currency, we exist to protect truth in every interaction, spanning both the physical and digital worlds. Learn more at Digimarc.com.

 Forward-Looking Statements
 This press release contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, among others, statements about the Company’s
strategic direction, market opportunities, financing activities, use of proceeds under the ATM Program, and leadership transition. These statements involve known and unknown

risks, uncertainties, and other factors that may cause actual results to differ materially from those implied. Digimarc cautions investors not to place undue reliance on forward-looking
statements, which speak only as of the date of this release. The Company undertakes no obligation to update any forward-looking statement.

EX-1.1 · d61331dex11.htm

EX-1.1
 2
 d61331dex11.htm
 EX-1.1

 Exhibit 1.1

 Execution Version

 Digimarc Corporation

 Shares of Common Stock

 SALES AGREEMENT
 June 8,
2026
 N EEDHAM & C OMPANY , LLC

 250 Park Avenue
 New York, New
York 10177
 Ladies and Gentlemen:
 Digimarc
Corporation, an Oregon corporation (the “Company”), confirms as follows its agreements with Needham & Company, LLC (the “Sales Agent”).

 1. Issuance and Sale of Shares.

 (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions
of this Sales Agreement (the “Agreement”), the Company agrees that, from time to time during the term of this Agreement, it may issue and sell through the Sales Agent shares of common stock (the “Placement Shares”) of
the Company, par value $0.001 per share (the “Common Stock”); provided , however , that in no event shall the Company issue or sell through the Sales Agent such number or dollar amount of Placement Shares that would
(i) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (ii) exceed the number of authorized but unissued shares
of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (iii) exceed the number or dollar
amount of shares of Common Stock permitted to be sold by the Company under Form S-3 (including General Instruction I.B.6. thereof, if applicable) or (iv) exceed the number or dollar amount of shares of
Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the lesser of clauses (i), (ii), (iii) and (iv), as of the applicable date, the “Maximum Amount”). Notwithstanding anything to the contrary
contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares that may be issued and sold under this Agreement shall be the sole responsibility of
the Company and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Sales Agent will be effected pursuant to the Registration Statement filed by the Company with the
Securities and Exchange Commission (the “Commission”) on June 23, 2023, and declared effective on July 19, 2023, as amended on May 18, 2026, which such amendment was declared effective on May 21, 2026, although
nothing in this Agreement shall be construed as requiring the Company to issue shares of Common Stock.
 (b) The Company has filed, in
accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (collectively referred to as the “Rules and Regulations”), with the Commission a
registration statement on Form S-3 (File No. 333-272903), including a base prospectus and together with such amendments thereto as may have been required to the
date of this Agreement, relating to the Common Stock to be issued from time to time by the Company, and which incorporates by reference documents that the Company has

filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission
thereunder (collectively, the “Exchange Act Rules and Regulations”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus supplement relates to the
Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus included as
part of such registration statement, as supplemented by the Prospectus Supplement. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and a related prospectus supplement, if
applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, the initial registration statement on Form S-3 (File No. 333-272903) and any such additional registration statement, including the amendments thereto, the exhibits and any schedules thereto, the documents otherwise deemed to be part thereof, included or
incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (“Rule 424(b)”) or deemed to be a
part of such registration statement pursuant to the Rules and Regulations (including Rule 430B thereof), and any registration statement relating to the offering contemplated by this Agreement and filed pursuant to Rule 462(b) of the Rules and
Regulations (“Rule 462(b)”) is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated by reference therein, included in the Registration Statement, as it may
be supplemented, if applicable, by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b), together with
any then-issued Issuer Free Writing Prospectuses (as defined below), is herein called the “Prospectus.”
 (c) Any reference
herein to the Registration Statement, any base prospectus, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by
reference therein or from which information is so incorporated by reference (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any
reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any base prospectus, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus
shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most recent effective date of the Registration Statement, or the respective dates of the base prospectus, such Prospectus Supplement, the
Prospectus or such Issuer Free Writing Prospectus, as the case may be, and deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement
thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system or, if applicable, the Interactive Data Electronic Application system when used by the
Commission (collectively, “EDGAR”).
 2. Placements. Each time that the Company wishes to issue and sell Placement
Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to by the parties) (each such notice, a “Placement Notice”) containing the parameters in accordance with
which the Company desires such Placement Shares to be sold, which at a minimum shall include the maximum number or amount of Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number or
amount of Placement Shares that may be sold in any day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day”) and any minimum price below which sales may not be made, the form of which is attached hereto as
Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such Schedule 3), and shall be

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addressed to each of the individuals from the Sales Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt
by the Sales Agent unless and until (a) the Sales Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within a reasonable amount of time following receipt of the
Placement Notice, (b) the Sales Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares thereunder or under this
Agreement have been sold, (d) the Company amends, supersedes, suspends or terminates the Placement Notice or (e) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other
compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. Notwithstanding the foregoing, in the event the Company engages
the Sales Agent for a sale of Placement Shares in a Placement that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act (“Regulation M”) or a “block” within the
meaning of Rule 10b-18(a)(5) under the Exchange Act, the Company will provide the Sales Agent, at such Sales Agent’s written request and upon reasonable advance notice to the Company, on or prior to the
Settlement Date, the opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 8 hereof, each dated the Settlement Date, and such other documents and information as the Sales Agent shall reasonably
request, and the Company and the Sales Agent will agree to compensation that is customary for the Sales Agent with respect to such transaction. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any
obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline (and the Company does not suspend or terminate) such Placement
Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will
control with respect to the matters covered thereby.
 3. Sale of Placement Shares by the Sales Agent. On the basis of the
representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, upon the Sales Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the
Placement Shares described therein has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts
consistent with its normal trading and sales practices and applicable laws and regulations and the rules of the Nasdaq Stock Market LLC (the “Exchange”) to sell such Placement Shares up to the number or amount specified in, and otherwise
in accordance with the terms of, such Placement Notice. The Sales Agent will provide written confirmation to the Company no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement
Shares hereunder setting forth the number or amount of Placement Shares sold on such Trading Day, the average price at which Placement Shares were sold and the gross proceeds generated from such sales. Subject to the terms of the Placement Notice,
the Sales Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Rules and Regulations, including sales made directly on or through the Exchange or
any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. The Company
acknowledges and agrees that (a) there can be no assurance that the Sales Agent will be successful in selling Placement Shares, (b) the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it
does not sell Placement Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations to sell such Placement Shares
as required under this Agreement and (c) the Sales Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent and the Company in a separate
written agreement setting forth the terms of such sale.

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 4. Suspension of Sales.

 (a) The Company or the Sales Agent may, upon notice to the other party in writing (including by email correspondence to each of the
individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than automatic reply) or by telephone (confirmed immediately by email
correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares (each, a “Suspension”); provided , however , that such Suspension shall not affect or impair any
party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect, any obligation under Sections 7(s), 7(t), and 7(u) with respect to the delivery of certificates,
opinions and comfort letters to the Sales Agent, shall be waived. Each of the parties agrees that no notice under this Section 4 shall be effective against the other party unless notice is sent by one of the individuals named on Schedule 3
hereto to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time.
 (b) Notwithstanding any
other provision of this Agreement, during any period in which the Company is, or would reasonably be deemed to be, in possession of material non-public information, the Company and the Sales Agent agree that
(i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares and shall cancel any effective Placement Notices instructing the Sales Agent to make any sales and (iii) the Sales
Agent shall not be obligated to sell or offer to sell any Placement Shares.
 5. Settlement and Delivery .

 (a) Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the first Trading
Day (or such other day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The amount of proceeds to be delivered to the
Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate gross sales price received by the Sales Agent, after deduction of (i) the Sales Agent’s commission,
discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Company to the Sales Agent pursuant to Section 7(i) of this Agreement and (iii) any
transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.
 (b) On or before each Settlement
Date, the Company or, upon due authorization by the Company, the Sales Agent, will, or will cause the Company’s transfer agent to, electronically transfer the Placement Shares being sold by crediting the Sales Agent’s or its
designee’s account (provided the Sales Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian
System or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be duly authorized, freely tradeable, transferable, registered shares of Common Stock in good deliverable form. On each
Settlement Date, the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on or prior to the Settlement Date. In addition to and in no way limiting the rights and obligations set forth in
Section 9 hereto, the Company agrees that if the Company or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized, freely tradeable, transferable, registered Placement Shares on a Settlement Date, the Company
will (i) hold the Sales Agent harmless against any loss, claim, damage, or reasonable, documented out-of-pocket expense (including reasonable, documented legal fees
and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable), (ii) pay to the Sales Agent any commission, discount or other compensation to which it would otherwise have been
entitled absent such default and (iii) take all necessary action to cause the full amount of any Net Proceeds that were delivered to the Company’s account with respect to such settlement, together with any costs incurred by the Sales
Agent in connection with recovering such Net Proceeds, to be immediately returned to the Sales Agent no later than 5:00 p.m., New York City time, on such Settlement Date, by wire transfer of immediately available funds to an account designated by
the Sales Agent.

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 (c) Under no circumstances shall the Company cause or request the offer or sale of any
Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate number or gross sales proceeds of Placement Shares sold pursuant to this Agreement would exceed the lesser of (i) together with all sales of Placement
Shares under this Agreement, the Maximum Amount, (ii) the amount available for offer and sale under the then-effective Registration Statement and (iii) the amount authorized from time to time to be issued and sold under this Agreement by
the Company’s board of directors or a duly authorized committee thereof, and notified to the Sales Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement
at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof, and notified to the Sales Agent in writing. Notwithstanding anything to the contrary contained
herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this Section 5(c) on the number or dollar amount of Placement Shares that may be issued and sold under this Agreement from time to time shall be
the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance.
 (d) The Company
agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares or any other equity security of the Company shall only be effected by or through the Sales Agent; provided however that (i) the foregoing
limitation shall not apply to (A) exercise of any option, warrant, right or any conversion privilege set forth in the instruction governing such securities, (B) sales solely to employees, directors or security holders of the Company or its
subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such person and (ii) such limitation shall not apply (A) on any day during which no sales are made pursuant to this Agreement or (B) during a
period in which the Company has notified the Sales Agent that it will not sell Common Stock under this Agreement and (1) no Placement Notice is pending or (2) after a Placement Notice has been withdrawn.

 6. Representations and Warranties of the Company

 The Company represents, warrants and covenants to the Sales Agent that as of the date of this Agreement and as of each Applicable Time (as
defined below), unless such representation, warranty or covenant specifies a different date or time:
 (a) The Company and the transactions
contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of Form S-3 (including General Instructions I.A and I.B.1.) under the Act. The Registration
Statement has been filed with the Commission and has been declared effective by the Commission under the Act prior to the issuance of any Placement Notice by the Company. The Prospectus Supplement will name the Sales Agent as the agent engaged by
the Company in the section entitled “Plan of Distribution.” The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Rules and Regulations and comply in
all material respects with such Rule. The Company has not received, and has no notice from the Commission of, any notice pursuant to Rule 401(g)(1) under the Act objecting to the use of the shelf registration statement form. Any statutes,
regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed. Copies of the Registration
Statement, the Prospectus and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered to the Sales Agent and its
counsel, or are available through EDGAR. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection
with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus to which the Sales Agent has consented.

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 (b) No order preventing or suspending the use of any Prospectus Supplement, the Prospectus
or any Issuer Free Writing Prospectus has been issued by the Commission, and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued, and, to the knowledge of the Company, no
proceeding for that purpose has been initiated or threatened by the Commission. On the date the Registration Statement became or becomes effective (the “Effective Date”), on the date any Prospectus Supplement, the Prospectus, any Issuer
Free Writing Prospectus or any amendment or supplement thereto was or is filed with the Commission pursuant to the Act or the Exchange Act, at each Applicable Time and at all times during the period through and including any Settlement Date and when
any post-effective amendment to the Registration Statement becomes effective, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus (in each case, as amended or as supplemented, if applicable), including the financial
statements, if any, included or incorporated by reference therein, did and will comply in all material respects with all applicable requirements of the Act, the Exchange Act, the Exchange Act Rules and Regulations and the Rules and Regulations, and
did and will contain all statements required to be stated therein in accordance with the Act, the Exchange Act, the Exchange Act Rules and Regulations and the Rules and Regulations. There are no contracts or other documents that are required under
the Act to be filed as exhibits to the Registration Statement that are not so filed.
 When it became, becomes or is deemed to become
effective, no part of the Registration Statement or any amendment or supplement thereto did, does or will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus and any amendment and supplement thereto, as of its date and at each Applicable Time, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus, as of its issue date and as of each Applicable Time, did not, does not and will not
include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein that has not been superseded or modified.

 As used in this subsection and elsewhere in this Agreement:

 “Applicable Time” means (i) each Representation Date (as defined below), (ii) the time of each sale of any Placement Shares
pursuant to this Agreement and (iii) each Settlement Date.
 “Issuer Free Writing Prospectus” means any “issuer free
writing prospectus,” as defined in Rule 433 of the Rules and Regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing
pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

 The foregoing representations and warranties in this Section 6(b) do not apply to any statements or omissions made in reliance on, and in
conformity with, information relating to the Sales Agent furnished in writing to the Company by the Sales Agent specifically for inclusion in the Registration Statement, the Prospectus Supplement, the Prospectus or any Issuer Free Writing
Prospectus, or any amendment or supplement thereto. The Company acknowledges that the statements set forth in the 10 th paragraph under the caption “Plan of Distribution” in the
Prospectus Supplement (the “Sales Agent Information”) constitute the only information relating to the Sales Agent furnished in writing to the Company by the Sales Agent specifically for inclusion in the Registration Statement, the
Prospectus Supplement, the Prospectus and any Issuer Free Writing Prospectus.

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 (c) In connection with the offering of the Placement Shares, (i) at the times specified
in Rule 164 and Rule 433 of the Rules and Regulations and (ii) as of the date hereof, the Company was not and is not an “ineligible issuer” (as defined in Rule 405 of the Rules and Regulations (“Rule 405”)), without
taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

 (d) The Incorporated Documents, when they became or become effective or were or are filed with the Commission, as the case may be, complied or
will comply in all material respects with the requirements of the Act and the Exchange Act, as applicable, and the Rules and Regulations and the Exchange Act Rules and Regulations, as applicable; and any further documents filed and incorporated by
reference subsequent to the Effective Date shall, when they are filed with the Commission, comply in all material respects with the requirements of the Act and the Exchange Act, as applicable, and the Rules and Regulations and the Exchange Act Rules
and Regulations, as applicable. Each Incorporated Document did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a
material fact required to be stated in such document or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 (e) The Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation
or have any equity interest in any corporation, firm, partnership, joint venture, association or other entity, other than (i) the subsidiaries listed in Exhibit 21 to its most recent Annual Report on Form
 10-K, (ii) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act, (iii) those subsidiaries formed
since the last day of the most recently ended fiscal year (clauses (i) through (iii) collectively, the “Subsidiaries”), and (iv) as disclosed in the Registration Statement and the Prospectus. The Company and each of its
Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company and each of its Subsidiaries has full power and authority to conduct all the activities conducted by it, to own or
lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company and each of its Subsidiaries is duly licensed or qualified to do business and in good standing as a
foreign corporation or such other entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such license or qualification necessary, except to the extent that the
failure to be so qualified or be in good standing would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or
their respective assets, businesses, operations, earnings, properties, prospects, conditions (financial or other), shareholders’ equity or results of operations, or prevent or materially interfere with consummation of the transactions
contemplated hereby (such effect is referred to herein as a “Material Adverse Effect”). All of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and
free of any preemptive or similar rights, and, except for DMRC LLC, TVaura LLC and TVaura Mobile LLC, are wholly owned by the Company free and clear of all claims, liens, charges, security interests, rights of first refusal and encumbrances; there
are no securities outstanding that are convertible into or exercisable or exchangeable for capital stock of any Subsidiary. The Company and its Subsidiaries are not engaged in any discussions or a party to any agreement or understanding, written or
oral, regarding the acquisition of an interest in any corporation, firm, partnership, joint venture, association or other entity where such discussions, agreements or understandings would require disclosure in, or amendment to, the Registration
Statement. Complete and correct copies of the Articles of Incorporation, as amended, (the “Certificate of Incorporation”) and of the Bylaws of the Company (the “Bylaws”) and the organizational documents of each of the
Company’s “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X and all amendments thereto have been delivered to the Sales Agent and
its counsel, or are available through EDGAR.

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 (f) The Company has authorized, issued and outstanding capital stock as set forth in, or
incorporated by reference into, the Prospectus Supplement, as of the respective date set forth therein (other than the grant of additional options under the Company’s existing stock option plans, or changes in the number of outstanding shares
of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof) and such authorized capital stock conforms in all material
respects to the description thereof set forth in the Registration Statement and the Prospectus. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and nonassessable, were issued in
compliance in all material respects with all applicable state and federal securities laws and are not subject to any preemptive rights, rights of first refusal or similar rights. The Placement Shares have been duly authorized and, when issued and
delivered by the Company against payment therefor as contemplated hereby, will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and will be registered pursuant to
Section 12 of the Exchange Act; no preemptive rights, rights of first refusal or similar rights exist with respect to any of the Placement Shares or the issue and sale thereof. The description of the capital stock of the Company included or
incorporated by reference in the Registration Statement, the Prospectus Supplement and the Prospectus is complete and accurate in all material respects. The Placement Shares, when issued, will conform to the description thereof set forth in or
incorporated into the Prospectus. Except as set forth in the Prospectus Supplement and the Prospectus, the Company does not have outstanding and will not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any
other securities or obligations convertible into, or any other contracts or commitments to issue or sell, any shares of capital stock, or any such warrants, convertible securities or obligations. The certificates evidencing the Placement Shares, if
any, are in due and proper legal form and have been duly authorized for issuance by the Company. The issuance and sale of the Placement Shares as contemplated hereby will not cause any holder of any share capital, securities convertible into or
exchangeable or exercisable for share capital or options, warrants or other rights to purchase share capital or any other securities of the Company to have any right to acquire any preferred shares or other securities of the Company.

 (g) At the time the Registration Statement was originally declared effective, and at the time the Company’s most recent Annual Report on
Form 10-K was filed with the Commission, the Company met the then-applicable requirements for the use of Form S-3 under the Act, including, but not limited to, General
Instruction I.B.1. of Form S-3. As of the date hereof, the Company meets the requirements for use of Form S-3 under the Act specified in FINRA Rule 5110(h)(1) of the
Financial Industry Regulatory Authority, Inc. (“FINRA”). The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by
persons other than affiliates of the Company (pursuant to Rule 144 of the Rules and Regulations, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the
Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 million (calculated by multiplying (i) the highest price at which the common equity of the Company closed on
the Exchange within 60 days of the date of this Agreement by (ii) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for at
least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6. of Form S-3) with the Commission at least
12 calendar months previously reflecting its status as an entity that is not a shell company.

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 (h) The financial statements, together with the related notes and schedules, included or
incorporated by reference in the Registration Statement or the Prospectus present fairly in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the respective dates thereof and the results of
operations, cash flows and changes in shareholders’ equity of the Company and its consolidated Subsidiaries for the respective periods covered thereby, and have been prepared in all material respects in conformity with generally accepted
accounting principles applied on a consistent basis throughout the entire period involved. No other financial statements or schedules (historical or pro forma) are required by the Act, the Exchange Act, the Exchange Act Rules and Regulations or the
Rules and Regulations to be included or incorporated by reference in the Registration Statement or the Prospectus. To the extent applicable, any pro forma financial statements, information or data included or incorporated by reference in the
Registration Statement and the Prospectus comply in all material respects with the requirements of Regulation S-X of the Act, including, without limitation, Article 11 thereof, fairly present the information
set forth therein in all material respects, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances
referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. KPMG LLP (the “Accountant”), who have reported on the consolidated financial
statements and schedules of the Company, are and, during the periods covered by their report were, an independent registered public accounting firm with respect to the Company within the meaning of, and as required by, the Act, the Rules and
Regulations and the Public Company Accounting Oversight Board (United States) (“PCAOB”). To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley Act”) with respect to the Company. The other financial and statistical data included and incorporated by reference in the Registration Statement and the Prospectus present accurately and fairly in all material respects
the information shown therein and have been compiled on a basis consistent with the audited financial statements incorporated by reference in the Registration Statement and the Prospectus and the books and records of the Company. All disclosures
contained in the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus regarding “non-GAAP financial measures” (as such term is defined in the Rules and Regulations) comply
with Regulation G of the Exchange Act and Item 10(e) of Regulation S-K under the Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by
reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable
thereto. The Prospectus delivered to the Sales Agent for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing
via EDGAR, except to the extent permitted by Regulation S-T.
 (i) Except as set forth in the
Prospectus Supplement and the Prospectus, no person, as such term is defined in Rule 1-02 of Regulation S-X under the Rules and Regulations (each, a
“Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company. No Person has any preemptive rights,
resale rights, rights of first refusal, rights of co-sale or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other
capital stock or other securities of the Company. Except as contemplated by this Agreement, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Placement Shares.

 (j) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there has
not been any Material Adverse Effect, the occurrence of any development that the Company reasonably expects could result in a Material Adverse Effect or any material adverse change, or any development that would reasonably be expected to result in a
material adverse change, in the general affairs, business, management, condition (financial or otherwise), earnings, results of operations, properties, operations, assets, liabilities or prospects of the Company and its Subsidiaries, taken as a
whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Change”),

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(ii) there has not been any material change in the capitalization or long-term indebtedness of the Company (other than in connection with the exercise or settlement of equity awards, rights or
options to purchase the Common Stock granted pursuant to the Company’s equity incentive and stock purchase plans from the shares reserved therefor as described in the Registration Statement and the Prospectus, the exercise of warrants
described in the Registration Statement and the Prospectus, and the grant of equity awards, rights or stock options in the ordinary course of business and consistent with the past practice of the Company), (iii) neither the Company nor any of
its Subsidiaries has incurred, except in the ordinary course of business as described in the Prospectus, any material liabilities or obligations, direct or contingent (including any off-balance sheet
obligations), nor has the Company or any of its Subsidiaries entered into any material transactions other than pursuant to this Agreement and the transactions referred to herein and (iv) the Company has not paid, made or declared any dividends
or other distributions of any kind on any class of its capital stock or the capital stock of any Subsidiary.
 (k) The Company and its
Subsidiaries are not, will not become as a result of or after giving effect to the transactions contemplated hereby (including the offer and sale of the Placement Shares), and will not conduct their business in a manner that would cause any of them
to be, required to register as an “investment company,” an entity “controlled” by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company,” as each such terms are defined in the Investment Company Act of 1940, as amended.
 (l) Neither
the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board of Governors.
 (m) Except as set forth in the Registration Statement and the
Prospectus, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any of its Subsidiaries or any of its or their officers in their capacity as such, nor, to the knowledge
of the Company, any reasonable basis therefor, before or by any federal or state court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would
reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, there are no current or pending legal, governmental or regulatory audits or investigations, actions, suits or proceedings that are required under the Act to
be described in the Registration Statement or the Prospectus that are not so described.
 (n) Neither the Company nor any Subsidiary is
(i) in default, and, to the knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or any other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property
or assets of the Company or any of its Subsidiaries are subject or (ii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, which default or
violation, in the cases of clauses (i) or (ii), would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no other party under any contract or other instrument to which it or any of its Subsidiaries is a
party is in default in any respect thereunder, which default would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is or will be in violation of any provision of its certificate or articles
of incorporation or by-laws or similar organizational documents. Neither the Company nor any of its Subsidiaries has (i) failed to pay any dividend or sinking fund installment on preferred stock or
(ii) defaulted on any installment or other payment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.

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 (o) No consent, approval, authorization or order of, or any filing or declaration with, any
court, arbitrator or governmental or regulatory agency or body is required for the consummation of the transactions contemplated hereby, except such as have been obtained under the Act or the Rules and Regulations and such as may be required under
state securities or Blue Sky laws, the by-laws and rules of FINRA or the Exchange in connection with the sale of the Placement Shares by the Sales Agent.

 (p) The Company has full corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with the terms hereof, except as enforcement thereof may be
subject to bankruptcy, insolvency or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (collectively, “Enforceability Exceptions”). The execution and performance of this
Agreement and the consummation of the transactions contemplated hereby (including the issuance and sale of the Placement Shares) will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company
or any of its Subsidiaries pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or conflict with or constitute a default under, or give any party a right to terminate any of its obligations
under, or result in the acceleration of any obligation under, (i) the certificate or articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries,
(ii) any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of its or their properties is bound or affected, or (iii) any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency
or body applicable to the business or properties of the Company or any of its Subsidiaries, which lien, charge, encumbrance, breach, violation, conflict, default, termination or acceleration, in the cases of clauses (ii) or (iii), would
reasonably be expected to have a Material Adverse Effect.
 (q) The Company and its Subsidiaries have good and marketable title in fee
simple to all properties and assets described in the Registration Statement and the Prospectus as owned by them, free and clear of all liens, charges, encumbrances, claims or restrictions, except such as are not material to the business of the
Company or its Subsidiaries. The Company and its Subsidiaries have valid, subsisting and enforceable leases for the properties described in the Registration Statement and the Prospectus as leased by them, except for where failure to have a valid,
subsisting, and, subject to the Enforceability Exceptions, enforceable lease would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries or
would not have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries own or lease all such properties as are necessary to their operations as now conducted or as proposed to be conducted, except where the
failure to so own or lease would not be reasonably expected to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies in all material respects with all applicable codes, laws and regulations (including,
without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any
material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory
authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change that is threatened, except for such that would not
reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise would have, individually or in the aggregate, a Material Adverse Effect.

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 (r) There is no document, contract, permit or instrument, transaction, relationship,
arrangement or off-balance sheet transaction (including, without limitation, any structural finance, special purpose or limited purpose entity or any “variable interests” in “variable
interest entities,” as such terms are defined in Financial Accounting Standards Board Interpretation No. 46, as codified in Accounting Standards Codification Topic 810) of a character required to be described in the Registration Statement
or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described or filed as required. All contracts to which the Company or any of its Subsidiaries is a party that are described in, or filed with, the Registration
Statement or the Prospectus have been duly authorized, executed and delivered by the Company or such Subsidiary, constitute valid and binding agreements of the Company or such Subsidiary and are enforceable against and by the Company or such
Subsidiary in accordance with the terms thereof, subject to the Enforceability Exceptions.
 (s) None of the Company, any of its
Subsidiaries or any of their respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that would reasonably be expected to cause or result, under the Exchange Act or otherwise, in, or that has
constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.

 (t) No holder of securities of the Company has rights, contractual or otherwise, to require the Company to register any securities pursuant to
the Registration Statement, or to include any securities in the Registration Statement or the sale of the Placement Shares contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement, the sale of the
Placement Shares as contemplated hereby or otherwise, which rights have not been duly waived in a writing furnished to the Sales Agent by the holder thereof as of the date hereof.

 (u) The Common Stock is registered under Section 12(b) of the Exchange Act and is currently listed on the Exchange under the trading
symbol “DMRC.” There is no action pending by the Company or, to the Company’s knowledge, by the Exchange designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or
delisting the Common Stock from the Exchange, nor has the Company received any notification that the Commission or the Exchange is contemplating terminating such registration or listing. The Company is in compliance in all material respects with all
applicable listing requirements of the Exchange.
 (v) (i) The Company and each of its Subsidiaries owns or has adequate rights to use
all trademarks, trade names, domain names, patents, patent rights, mask works, copyrights, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential
information, systems or procedures), service marks, trade dress rights and other intellectual property and registrations and applications for registration for any of the foregoing (collectively, “Intellectual Property”) and has such
other licenses, approvals and governmental authorizations, in each case, sufficient to conduct its business as now conducted and as now proposed to be conducted in all material respects, and, to the Company’s and its Subsidiaries’
knowledge, none of the foregoing Intellectual Property rights owned or licensed by the Company or any of its Subsidiaries is invalid or unenforceable, (ii) the Company has no knowledge of any infringement by it or any of its Subsidiaries of
Intellectual Property rights of others, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any Intellectual
Property rights of others, where such infringement or violation would have a Material Adverse Effect, (iii) the Company is not aware of any material infringement, misappropriation or violation by others of, or conflict by others with rights of
the Company or any of its Subsidiaries with respect to, any Intellectual Property, (iv) there is no suit, proceeding or claim being made against the Company or any of its

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Subsidiaries or, to the knowledge of the Company and its Subsidiaries, any employee of the Company or any of its Subsidiaries, regarding Intellectual Property, challenging the Company’s and
its Subsidiaries’ rights in or to any such Intellectual Property or alleging other infringement that would have a Material Adverse Effect, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit,
proceeding or claim, (v) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application that contains claims for which a “derivation proceeding” (as defined in 35 U.S.C. § 135) has
been commenced against any material patent or patent application described in the Prospectus as being owned by or licensed to the Company and (vi) the Company and its Subsidiaries have not received any notice of infringement with respect to any
patent or any notice challenging the validity, scope or enforceability of any Intellectual Property owned by or licensed to the Company or any of its Subsidiaries, in each case the loss of which patent or Intellectual Property (or loss of rights
thereto) would be reasonably expected to have a Material Adverse Effect. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors
(including, but not limited to, assignments of such Intellectual Property from such employees and contractors) and to protect the confidentiality of all of their confidential information and trade secrets and that of third parties in their
possession to the extent contractually required to do so.
 (w) The Company and the Subsidiaries own or have a valid right to access and
use all computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain and operate data, information and functions used in connection with the business of the Company and the Subsidiaries (the
“Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and the Subsidiaries as currently conducted
free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not be reasonably expected to have a Material Adverse Effect. The Company and its subsidiaries have implemented and
maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all Company IT Systems and data
(including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and except as would not have a Material Adverse Effect, there have been no breaches,
violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating
to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal
policies and contractual obligations relating to the privacy and security of Company IT Systems and Personal Data and to the protection of such Company IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

 (x) The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns that have been required to be
filed and have paid all taxes and assessments shown thereon to the extent that such taxes or assessments have become due, in each case, except to the extent that such failure to file or failure to pay would not reasonably be expected to result in a
Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any tax deficiency, penalty or assessment that has been or, to the knowledge of the Company, would reasonably be asserted or threatened against it that would have a
Material Adverse Effect. On each Settlement Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have
been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.

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 (y) The Company and its Subsidiaries own or possess all authorizations, approvals, orders,
licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses as contemplated in the Registration Statement and the Prospectus, except where the
failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not be reasonably expected to have a Material Adverse Effect. There is no proceeding pending or, to the
Company’s knowledge, threatened (or any reasonable basis therefor known to the Company) that may cause any such authorization, approval, order, license, registration, other certificate or permit to be revoked, withdrawn, cancelled, suspended
or not renewed; and the Company and each of its Subsidiaries is conducting its business in compliance in all material respects with all laws, rules and regulations applicable thereto (including, without limitation, all applicable federal, state and
local environmental laws and regulations); the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules and regulations, and is not aware of any pending change or contemplated change to any applicable laws, rules and regulations or governmental positions; in each case that
would materially adversely affect the business of the Company or the business or legal environment under which the Company operates.
 (z)
The Company and each of its Subsidiaries maintains or is covered by insurance of the types and in the amounts reasonably deemed adequate for its business and customary for companies engaged in similar businesses in similar industries, including, but
not limited to, insurance covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in
full force and effect.
 (aa) Other than as contemplated by this Agreement, the Company has not incurred and will not incur any liability
for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

 (bb) The Company is in compliance in all material respects with, and there has been no failure on the part of the Company or any of the
Company’s directors or officers, in their capacities as such, to comply with, all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder. Each of the principal executive officer and the
principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the
Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed or furnished to the Commission. For purposes of the preceding sentence, “principal executive officer” and
“principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.
 (cc) Neither the Company
nor any of its Subsidiaries nor, to the best of the Company’s knowledge, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly,
(i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any unlawful payment from corporate funds to any foreign or domestic government official or
employee or foreign or domestic political party or campaign, (iii) violated any provision of the Foreign Corrupt Practices Act of 1977 or any comparable applicable law in another jurisdiction, or (iv) made any bribe, illegal rebate,
payoff, influence payment, kickback or other unlawful payment. The Company, its Subsidiaries and each of their respective affiliates have instituted and maintain, and will continue to maintain, policies and procedures designed to ensure, and which
are reasonably expected to continue to ensure, continued compliance therewith.

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 (dd) The books, records and accounts of the Company and its Subsidiaries accurately and
fairly reflect, in all material respects and in reasonable detail, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company and its Subsidiaries. The Company and each of its Subsidiaries maintains a
system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to
permit preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with
management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set
forth in the Prospectus Supplement and the Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Except as set
forth in the Prospectus Supplement and the Prospectus, since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, there has been no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 (ee) The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act
 Rules 13a-15(e)); such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s principal
executive officer and principal financial officer by others within those entities, particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to
the filing date of the Form 10-K for the most recently ended fiscal year (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the
most recently ended fiscal year the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are
effective. Except as set forth in the Prospectus Supplement and the Prospectus, since the Evaluation Date, there have been no significant changes in the Company’s disclosure controls or, to the Company’s knowledge, in other factors that
could significantly affect the Company’s disclosure controls.
 (ff) There are no affiliations or associations between any member of
FINRA and any of the Company’s officers, directors or, to the knowledge of the Company, any 5% or greater securityholders, except as set forth in the Registration Statement and the Prospectus. Neither the Company nor any of the Subsidiaries
(i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person
associated with a member” or “associated person of a member” (within the meaning set forth by FINRA).
 (gg) Neither the
Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company or any of its Subsidiaries is a government, individual or entity that is, or is owned or
controlled by an individual or entity that is (i) the subject of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, His
Majesty’s Treasury or other relevant sanctions authority (“Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (currently, Cuba, Iran, North Korea, Russia, the
Crimea, the Donetsk, Luhansk, Zaporizhzhia and Kherson regions of Ukraine, Afghanistan, the Balkans, Belarus, Burma, Central African Republic, the Democratic Republic of Congo, Ethiopia, Hong Kong, Iraq, Lebanon, Libya, Mali, Nicaragua, Somalia,
South Sudan, Sudan, Venezuela and Yemen). The Company and its Subsidiaries have not engaged in, and are not now engaged in, and will not engage in any dealings or transactions with any government, individual or entity, or in any country or
territory, that at the time of the dealing or transaction is or was the subject of Sanctions, and have instituted and maintain policies and

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procedures designed to promote and achieve compliance with such Sanctions. The Company and its Subsidiaries will not, directly or indirectly, use the proceeds of the issuance and sale of the
Placement Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person (A) to fund or facilitate any activities or business of or with any government, individual or entity or in
any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any government, individual or entity (including any government,
individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
 (hh) The operations of the
Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering laws of all
applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines administered or enforced by any applicable governmental agency (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.
 (ii) Except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect,
(i) each of the Company and each of its Subsidiaries (A) is in compliance with all applicable rules, laws and regulation relating to pollution, the protection of health or the environment, and the use, transportation, treatment, storage
and disposal of, or exposure to, hazardous or toxic substances or wastes (“Environmental Law”), and (B) has received and is in compliance with all permits, licenses or other approvals required of them under applicable Environmental
Law to conduct their respective businesses as described in the Registration Statement and the Prospectus, (ii) none of the Company nor any of its Subsidiaries has received any notice from any governmental authority or third party, or otherwise
has knowledge, of any asserted claim under Environmental Laws, and (iii) to the knowledge of the Company, no facts currently exist that could subject the Company or any of its Subsidiaries to liability under Environmental Laws, including any
liability for remediation of any releases or threatened releases of hazardous or toxic substances.
 (jj) The statistical, industry-related
and market-related data included or incorporated by reference in the Registration Statement and the Prospectus are based on or derived from sources the Company reasonably and in good faith believes are reliable and accurate, and such data agrees
with the sources from which they are derived, and the Company has obtained the written consent to the use of such data from such sources to the extent required.

 (kk) The Company and each of its Subsidiaries is in compliance in all material respects with all applicable provisions of the Employee
Retirement Income Security Act of 1974, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as
defined in ERISA) for which the Company and each of its Subsidiaries would have any liability; each of the Company and each of its Subsidiaries has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, including the regulations and published interpretations thereunder (the “Code”); and each
“pension plan” for which the Company or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action
or by failure to act, which would cause the loss of such qualification.

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 (ll) No material labor dispute with the employees of the Company or any of its Subsidiaries
exists or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would reasonably be
expected to have a Material Adverse Effect.
 (mm) No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends
to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or
assets to the Company or any other Subsidiary of the Company.
 (nn) The Company and its Subsidiaries have operated its business in a
manner compliant in all material respects with all privacy and data protection laws and regulations applicable to the Company’s and its Subsidiaries’ collection, handling, and storage of its customers’ data. The Company and its
Subsidiaries have policies and procedures in place designed to protect the integrity and security of the data collected, handled or stored in connection with the delivery of its product offerings. The Company and its Subsidiaries comply in all
material respects with, have policies and procedures in place designed to ensure privacy and data protection laws are complied with and take appropriate steps which are reasonably designed to assure compliance in all material respects with such
policies and procedures.
 (oo) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the
Exchange Act) contained in the Registration Statement and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

 (pp) The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity
transaction.
 (qq) The Company acknowledges and agrees that Sales Agent has informed the Company that the Sales Agent may, to the extent
permitted under the Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect, provided , that (i) no such purchase or sales shall take place while a Placement Notice is in effect
(except to the extent the Sales Agent may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have
authorized or consented to any such purchases or sales by the Sales Agent.
 Any certificate signed by an officer of the Company and
delivered to the Sales Agent or to counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Sales Agent as to the matters set forth
therein.
 7. Agreements of the Company.

 The Company covenants and agrees with the Sales Agent as follows:

 (a) The Company will not, either prior to the first Applicable Time or thereafter during such period as the Prospectus is required by law to
be delivered in connection with sales of the Placement Shares by the Sales Agent or a dealer, file any amendment, supplement or other document under the Exchange Act or the Exchange Act Rules and Regulations relating to the Placement Shares or a
security convertible into the Placement Shares, if such document would be deemed to be incorporated by reference into the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Sales Agent for approval
within a reasonable period of time prior to the filing thereof (which approval shall not be unreasonably delayed) ( provided , however , that the failure of the Company to obtain the Sales Agent’s approval shall not relieve the
Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement).

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 (b) So long as delivery of the Prospectus relating to any Placement Shares may be required
to be delivered by the Sales Agent or any dealer under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations or any similar rule), the Company will notify the Sales Agent
promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed, in each case, other than documents
incorporated by reference, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information related to the offering of the Placement Shares or to the Registration
Statement, the Prospectus or any Issuer Free Writing Prospectus, (iii) of its receipt of notice or its knowledge of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or preventing or suspending the use of the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus or the initiation of any proceedings for that purpose or the threat thereof, (iv) of the suspension of the
qualification of the Placement Shares for offering and sale in any jurisdiction, or the initiation or threatening of any proceeding for that purpose, and (v) of receipt by the Company or any representative or counsel to the Company of any other
communication from the Commission relating to the Company, the Registration Statement, the Prospectus Supplement, the Prospectus or the issuance and sale of the Placement Shares. If at any time the Commission shall issue any order suspending the
effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order
at the earliest possible moment. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B of the Rules and Regulations, the Company will comply with the provisions of and make all requisite filings with the
Commission pursuant to said Rule 430B and notify the Sales Agent promptly of all such filings if not available on EDGAR. The Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to
the applicable paragraph of Rule 424(b) of the Act or, in the case of any document to be incorporated by reference therein, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. If the Company
elects to rely upon Rule 462(b) under the Act, the Company shall file a registration statement under Rule 462(b) with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company
shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b) registration statement or give irrevocable instructions for the payment of such fee pursuant to the Rules and Regulations. So long as delivery of the
Prospectus relating to any Placement Shares may be required to be delivered by the Sales Agent or any dealer under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations or any
similar rule), the Company will comply with all requirements imposed upon it by the Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act.

 (c) The Company will furnish to the Sales Agent, without charge, written and electronic copies of each of the Registration Statement and of
any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, the Prospectus (including all documents incorporated by reference therein), the Prospectus
Supplement, each Issuer Free Writing Prospectus and all amendments and supplements thereto that are filed with the Commission during any period that a Prospectus relating to the Placement Shares is required to be delivered under the Act, in each
case as soon as reasonably practicable and in such quantities as the Sales Agent may from time to time reasonably request and, at the Sales Agent’s request, will also furnish copies of the Prospectus to each exchange or market on which sales
of the Placement Shares may be made; provided , however , that the Company shall not be required to furnish any document (other than the Prospectus) to the Sales Agent to the extent such document is available on EDGAR.

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 (d) The Company will use its reasonable best efforts to comply with all requirements imposed
upon it by the Act and the Exchange Act as from time to time in force, so far as necessary to permit the sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.

 (e) So long as delivery of the Prospectus relating to any Placement Shares may be required to be delivered by the Sales Agent or any dealer
under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations or any similar rule), the Company will prepare and file with the Commission, promptly upon the Sales Agent’s
reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the
Sales Agent ( provided , however , that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and
warranties made by the Company in this Agreement); provided, however , that the Company may delay any such amendment or supplement if, in the judgment of the Company, it is in the best interest of the Company to do so, provided that no
Placement Notice is in effect during such time. The Company consents to the use of the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and any amendment or supplement thereto by the Sales Agent and by all dealers to whom
the Placement Shares may be sold, both in connection with the offering or sale of the Placement Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such
period of time any event shall occur that in the judgment of the Company or counsel to the Sales Agent should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not
misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will notify the Sales Agent to suspend the offering of Placement Shares during such period and the Company will forthwith prepare and duly file
with the Commission an appropriate supplement or amendment thereto, and will deliver to the Sales Agent, without charge, such number of copies of such supplement or amendment to the Prospectus as the Sales Agent may reasonably request. If at any
time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration
Statement, the Prospectus Supplement or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Sales Agent and, if requested by the Sales Agent, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.
 (f) The Company will use its reasonable best efforts and cooperate with
the Sales Agent in connection with the registration or qualification of the Placement Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions as the Sales Agent may request and to maintain such
registration or qualification in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided , that in no event shall the Company be obligated
to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in any jurisdiction where it is not now so subject. In each applicable jurisdiction, the Company
will file such statements and reports as may be required by the laws of such jurisdiction to continue such registration or qualification in effect for so long as required for the distribution of the Placement Shares (but in no event for less than
one year from the date of this Agreement).

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 (g) The Company will, so long as required under the Rules and Regulations, furnish to its
shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified
by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the Effective Date), consolidated summary financial information of
the Company and its Subsidiaries, if any, for such quarter in reasonable detail.
 (h) The Company will make generally available to holders
of its securities as soon as practicable, but in no event later than 15 months after the end of the Company’s current fiscal quarter, an earning statement covering a period of 12 months that satisfies the provisions of Section 11(a)
of the Act (including Rule 158 of the Rules and Regulations), provided that the Company will be deemed to have furnished such statement to its security holders to the extent that it is available on EDGAR.

 (i) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or
reimburse if paid by the Sales Agent all costs and expenses incident to the performance of the obligations of the Company under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and
expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, the Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement to any of the
foregoing, including any fees required by the Commission in connection therewith, (ii) the preparation and delivery of certificates, if any, representing the Placement Shares, including any stock or other transfer taxes and any capital duties,
stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Sales Agent, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Prospectus
Supplement, the Prospectus and any Issuer Free Writing Prospectus, and all amendments and supplements thereto, as may be requested by the Sales Agent for use in connection with the offering and sale of the Placement Shares, (iv) the listing of
the Placement Shares on the Exchange, (v) any filings required to be made in connection with clearance of the offering of the Placement Shares with FINRA (including the reasonable and documented fees, disbursements and other charges of counsel
for the Sales Agent in connection therewith), (vi) the registration or qualification of the Placement Shares for offer and sale under state or foreign securities or Blue Sky laws and the preparation, printing and distribution of any Blue Sky
memoranda (including the reasonable and documented fees, disbursements and other charges of counsel to the Sales Agent in connection therewith), (vii) fees, disbursements and other charges of counsel to the Company and of the Accountant,
(viii) the transfer agent for the Placement Shares and (ix) all other reasonable and documented costs and expenses of the Sales Agent incident to the performance of its obligations hereunder not otherwise specifically provided for herein,
including the reasonable and documented fees, disbursements and other charges of counsel to the Sales Agent (in addition to those set forth in clauses (v) and (vi)); provided , however , that in no event under this clause
(ix) shall the Company be required to pay or reimburse any Sales Agent costs and expenses in excess of $100,000 in connection with the establishment of the ATM Program (to be paid at the time of the initial sale of Placement Shares hereunder)
and $10,000 for each periodic update of the ATM Program.
 (j) The Company will not at any time, directly or indirectly, (i) take any
action designed or that would reasonably be expected to cause or result in, or that will constitute, stabilization of the price of the shares of Common Stock to facilitate the sale or resale of any of the Placement Shares or (ii) sell, bid for,
or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Sales Agent. The Company will promptly notify the Sales Agent upon the occurrence of any event or
development that would result in the Placement Shares losing the exemption from the restrictions of Regulation M.

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 (k) The Company will conduct its affairs in such a manner so as to reasonably ensure that
neither it nor any of its Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register as an “investment company,” as such term is defined in the Investment Company Act.

 (l) The Company will use the Net Proceeds in the manner set forth in the Prospectus under the caption “Use of Proceeds.”

 (m) The Company and the Subsidiaries will maintain and keep accurate in all material respects books and records reflecting their assets and
maintain internal accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company,
(ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles, (iii) receipts
and expenditures of the Company are being made only in accordance with management’s and the Company’s directors’ authorization and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that would reasonably be expected to have a material effect on its financial statements. The Company and the Subsidiaries will maintain such controls and other procedures, including,
without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, including, without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to ensure that material information relating to the Company or the Subsidiaries is made known to them by others within those entities,
particularly during the period in which such periodic reports are being prepared.
 (n) Without the prior written consent of the Sales
Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or
securities convertible into or exchangeable or exercisable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock during the period beginning on the second Trading Day immediately prior to the date on which
any Placement Notice is delivered to the Sales Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice
has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or equity
line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or
exercisable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect
to Placement Shares sold pursuant to such Placement Notice; provided , however , that such restrictions will not be required in connection with the Company’s: (i) issuance or sale of shares of Common Stock, options to purchase
shares of Common Stock or shares of Common Stock issuable upon the exercise of options or settlement of equity awards, including any Common Stock sold on behalf of an employee to cover tax withholding obligations, pursuant to any employee or
director stock option, equity incentive or benefits plan, stock ownership plan or dividend

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reinvestment plan (but not shares of Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented,
(ii) shares of Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the Sales
Agent, (iii) issuance or sale of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the
date of this Agreement which are not issued for capital raising purposes, (iv) modification of any outstanding equity awards, warrants or any rights to purchase or acquire shares of Common Stock and (v) issuance of shares of Common Stock,
or securities convertible into, exercisable for or redeemable for shares of Common Stock, in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners as consideration for goods, services or
strategic relationship arrangements, conducted in a manner so as not to be integrated with the offering of the Placement Shares hereby and which are not issued for capital raising purposes.

 (o) Prior to the date of the first Placement Notice, the Company will use its reasonable best efforts to cause the Placement Shares to be
listed on the Exchange.
 (p) The Company will, at any time during the pendency of a Placement Notice, advise the Sales Agent promptly
after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Sales Agent pursuant
to this Agreement.
 (q) During the term of this Agreement, the Company will cooperate with any reasonable due diligence review conducted
by the Sales Agent, its representatives and its counsel in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during the
Company’s regular business hours and at the Company’s principal offices, as the Sales Agent may reasonably request.
 (r) The
Company agrees that on or prior to such dates as the Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement will set forth, within the
relevant period, the number or amount of Placement Shares sold through the Sales Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent with respect to such Placement Shares, and (ii) deliver such
number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market; provided , that, unless a prospectus supplement
containing such information is required to be filed under the Act, the requirement of this Section 7(r) may be satisfied by the Company’s inclusion in the Company’s Form 10-K or Form 10-Q, as applicable, of the number or amount of Placement Shares sold through the Sales Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent with respect to such
Placement Shares during the relevant period.
 (s) On or prior to the date on which the Company first delivers a Placement Notice and each
time the Company:
 (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement
relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker or supplement but not by means of
incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;

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 (ii) files an annual report on Form 10-K under the
Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);

 (iii) files a quarterly report on Form 10-Q under the Exchange Act; or

 (iv) files a current report on Form 8-K containing amended financial information (other than
information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv)
shall be a “Representation Date”),
 the Company shall furnish the Sales Agent (but in the case of clause (iv) above only
if the Sales Agent reasonably determines that the information contained in such Form 8-K is material at a time when a Placement Notice is pending or in effect and the Sales Agent requests a certificate within
three Trading Days of the Company’s filing of such Form 8-K) with a certificate, in the form attached hereto, dated the Representation Date, modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(s) shall be waived for any Representation Date occurring at a time during which no Placement Notice is pending or a
Suspension is in effect, which waiver shall continue until the earlier to occur of the date on which the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation
Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide the Sales Agent with a
certificate under this Section 7(s), then before the Company delivers the instructions for the sale of Placement Shares or the Sales Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Sales Agent with
a certificate in conformity with this Section 7(s) dated as of the date that the instructions for the sale of Placement Shares are issued.

 (t) On or prior to the date of the first Placement Notice and within five Trading Days of each Representation Date with respect to which the
Company is obligated to deliver a certificate pursuant to Section 7(s) for which no waiver is applicable, the Company shall cause to be furnished to the Sales Agent a written opinion and negative assurance letter of Perkins Coie LLP
(“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent, in form and substance satisfactory to Sales Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as
then amended or supplemented; provided , however , that in lieu of such opinion or negative assurance letter for subsequent Representation Dates, Company Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”)
to the effect that the Sales Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(t) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or
negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

 (u) On or prior to the date of the first Placement Notice and within five Trading Days of each Representation Date with respect to which the
Company is obligated to deliver a certificate pursuant to Section 7(s) for which no waiver is applicable, the Company shall cause the Accountant to furnish the Sales Agent letters (the “Comfort Letters”), dated as of the date the
Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(u); provided , that if requested by the Sales Agent, the Company shall cause a Comfort Letter to be furnished to the Sales Agent within 10 Trading
Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The

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Comfort Letter shall be in a form and substance reasonably satisfactory to the Sales Agent, (i) confirming that they are an independent registered public accounting firm within the meaning
of the Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to
underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial
Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

 (v) If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal
Date”), any of the Placement Shares remain unsold and this Agreement has not been terminated, the Company will, prior to the Renewal Date, file a new shelf registration statement or, if applicable, an automatic shelf registration statement
relating to the Common Stock that may be offered and sold pursuant to this Agreement (which shall include a prospectus reflecting the number or amount of Placement Shares that may be offered and sold pursuant to this Agreement), in a form reasonably
satisfactory to the Sales Agent and its counsel, and, if such registration statement is not an automatic shelf registration statement, will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days
after the Renewal Date. The Company will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the Placement Shares to continue as contemplated in the expired registration statement and this Agreement.
From and after the effective date thereof, references herein to the “Registration Statement” shall include such new shelf registration statement or such new automatic shelf registration statement, as the case may be.

 (w) If, from and after the date of this Agreement, the Company is no longer eligible to use Form S-3
(including pursuant to General Instruction I.B.6.) at the time it files with the Commission an annual report on Form 10-K or any post-effective amendment to the Registration Statement, then it shall promptly
notify the Sales Agent and, within two Business Days after the date of filing of such annual report on Form 10-K or amendment to the Registration Statement, the Company shall file a new prospectus supplement
with the Commission reflecting the number of shares of Common Stock available to be offered and sold by the Company under this Agreement pursuant to General Instruction I.B.6. of Form S-3; provided ,
 however , that the Company may delay the filing of any such prospectus supplement for up to 30 days if, in the reasonable judgment of the Company, it is in the best interest of the Company to do so, provided that no Placement Notice is in
effect or pending during such time. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Sales Agent to resume the offering of Placement Shares.

 (x) The Company represents and agrees that, without the prior written consent of the Sales Agent, and the Sales Agent represents and agrees
that, without the prior written consent of the Company, it (including its agents and representatives, other than the Sales Agent in its capacity as such) has not made and will not make, use, prepare, authorize, approve or refer to any written
communication that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder or otherwise make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus or that would
otherwise constitute a “free writing prospectus” (as defined in Rule 405), required to be filed with the Commission. Any such free writing prospectus the use of which has been consented to by the Company and the Sales Agent, as the case
may be, is herein called a “Permitted Free Writing Prospectus.” The Company represents and agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and
that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission, where required,
recordkeeping and legending. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Schedule 4 hereto are Permitted Free Writing Prospectuses.

 -24-

 8. Conditions of the Obligations of the Sales Agent.

 The obligations of the Sales Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the
representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Sales Agent of a due diligence review satisfactory to the Sales Agent, and to the continuing
satisfaction (or waiver by the Sales Agent in its sole discretion) of the following additional conditions:
 (a) The Registration Statement
shall be effective and shall be available for the (i) resale of all Placement Shares issued to the Sales Agent and not yet sold by the Sales Agent and (ii) sale of all Placement Shares contemplated to be issued by any Placement Notice. All
filings required by Rule 424 shall have been made, including timely filing of the Prospectus Supplement pursuant to Rule 424(b).
 (b) (i)
No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceedings for that
purpose shall be pending or threatened by the Commission; (ii) no order suspending the qualification or registration of the Placement Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such
purpose shall be pending before or threatened or contemplated by any applicable governmental authorities; (iii) the Company shall not have received any request for additional information from the Commission or any other federal or state
governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (iv) there shall not have
occurred or be continuing any event that makes any material statement made in the Registration Statement or the Prospectus or any material Incorporated Document untrue in any material respect or that requires the making of any changes in the
Registration Statement, the Prospectus or Incorporated Documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and, in the case of the Prospectus, so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
 (c) The Sales Agent shall not have
advised the Company that the Registration Statement or the Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s opinion is material, or omits to state a fact that in the Sales
Agent’s opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.
 (d)
Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, (i) there shall not have been (A) a Material Adverse Change or any material adverse change, on a consolidated basis, in the
authorized capital stock of the Company, (B) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects could result in a Material Adverse Effect or (C) any downgrading in or withdrawal of the
rating assigned to any of the Company’s securities (other than asset-backed securities), if any, by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the
Company’s securities (other than asset-backed securities), if any, and (ii) neither the Company nor any of its Subsidiaries shall have sustained any material loss or interference with its business or properties from fire, explosion, flood
or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, if in the judgment of the Sales Agent (without relieving the Company of any obligation or
liability it may otherwise have), any such development makes it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

 -25-

 (e) Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there shall have been no litigation or other proceeding instituted against the Company, any of its Subsidiaries or any of its or their officers or directors in their capacities as such, before or by any federal, state
or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding could, in the judgment of the Sales Agent, have a
Material Adverse Effect or if, in the judgment of the Sales Agent, any such development makes it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

 (f) Each of the representations and warranties of the Company contained herein shall be true and correct in all respects (in the case of any
representation and warranty containing a materiality or Material Adverse Effect qualification) or in all material respects (in the case of any other representation and warranty), and all covenants and agreements contained herein to be performed on
the part of the Company and all conditions contained herein to be fulfilled or complied with by the Company shall have been duly performed, fulfilled or complied with.

 (g) The Sales Agent shall have received the opinion and negative assurance letter from Company Counsel required to be delivered pursuant to
Section 7(t) on or before the date on which delivery of such opinion and negative assurance letter is required pursuant to Section 7(t).

 (h) The Sales Agent shall have received an opinion and negative assurance letter from White & Case LLP, counsel to the Sales Agent,
on or before the date on which delivery of the opinion of Company Counsel is required pursuant to Section 7(t), which opinion and negative assurance letter shall be reasonably satisfactory in all respects to the Sales Agent, and the Company
shall have furnished to such counsel such documents as they may request to enable counsel to the Sales Agent to pass upon such matters.

 (i) The Sales Agent shall have received the Comfort Letter required to be delivered pursuant to Section 7(u) on or before the date on
which such delivery of such Comfort Letter is required pursuant to Section 7(u).
 (j) The Sales Agent shall have received the
certificate required to be delivered pursuant to Section 7(s) on or before the date on which delivery of such certificate is required pursuant to Section 7(s).

 (k) On or prior to the date of the first Placement Notice and at subsequent Representation Dates as may be requested by the Sales Agent, the
Company shall deliver to the Sales Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date and in form and substance satisfactory to the Sales Agent and its counsel,
certifying as to (i) the Certificate of Incorporation of the Company, (ii) the Bylaws of the Company, (iii) the resolutions of the board of directors of the Company or a duly authorized committee thereof authorizing the execution,
delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement.

 (l) The Placement Shares shall be qualified for sale in such jurisdictions as the Sales Agent may reasonably request and each such
qualification shall be in effect and not subject to any stop order or other proceeding.
 (m) Either (i) the Placement Shares shall
have been approved for listing on the Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the issuance of the first Placement
Notice and the Exchange shall have reviewed such application and not provided any objections thereto. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been delisted from the Exchange.

 -26-

 (n) All filings with the Commission required by Rule 424(b) or Rule 433 under the Act to
have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424(b) (without reliance on Rule 424(b)(8)) or Rule 433, as applicable.

 (o) If applicable, FINRA shall have raised no objection to the terms of the offering contemplated hereby and the amount of compensation
allowable or payable to the Sales Agent as described in the Prospectus.
 (p) On each date on which the Company is required to deliver a
certificate pursuant to Section 7(s), the Company shall have furnished to the Sales Agent such further information, opinions, certificates, letters and other documents, in addition to those specifically mentioned herein, as the Sales Agent may
have reasonably requested. All such information, opinions, certificates, letters and other docu…

EX-5.1 · d61331dex51.htm

EX-5.1
 3
 d61331dex51.htm
 EX-5.1

 Exhibit 5.1

 Perkins Coie LLP
 1120 N.W. Couch Street

10th Floor
Portland, OR 97209-4128

 T. +1.503.727.2000

 F. +1.503.727.2222

 perkinscoie.com

 June 8, 2026

 Digimarc Corporation
 8500 SW Creekside Place

 Beaverton, Oregon 97008
 Ladies and Gentlemen:

 We have acted as counsel to Digimarc Corporation, an Oregon corporation (the “ Company ”), in connection with the issuance and
sale, from time to time, of shares of common stock of the Company, $0.001 par value per share, having an aggregate sale price of up to $17,500,000 (the “ Shares ”), pursuant to the Sales Agreement, dated June 8, 2026 (the
“ Sales Agreement ”), between the Company and Needham & Company, LLC. The Shares will be issued pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-272903), as filed with the Securities and Exchange Commission on June 23, 2023, as amended by Post-Effective Amendment No. 1 thereto filed with the Commission to reflect the succession of the
Company as successor issuer pursuant to Rule 414 under the Securities Act of 1933, as amended (the “ Securities Act ”) (as so amended, the “ Registration Statement ”) and the related prospectus dated July 19,
2023, and prospectus supplement dated June 8, 2026 (collectively, the “ Prospectus ”).
 We have examined the
Registration Statement, the Prospectus and other instruments, certificates, records and documents, matters of fact and questions of law that we have deemed necessary for the purposes of this opinion.

 As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents, and
(b) information provided in certificates of officers of the Company. All opinions based on the foregoing documents and certificates are as of the date of such documents and certificates, not as of the date of this opinion letter. We have not
independently verified the facts so relied on.
 In our examination, we have assumed the following without investigation: (i) the
authenticity of original documents submitted to us as originals and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, and (iii) the truth, accuracy and completeness of the
information, representations and warranties contained in the instruments, certificates, records and documents we have reviewed.

 Digimarc Corporation

 June 8, 2026
 Page 2

 Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by
all necessary corporate action on the part of the Company and, when issued in accordance with the terms of the Sales Agreement and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

 We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on
 Form 8-K to be filed on June 8, 2026, incorporated by reference into the Registration Statement, and to the reference to this firm under the heading “Legal Matters” in the Prospectus. In
giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or related rules, nor do we admit that we are experts with respect to any part of the
Registration Statement within the meaning of the term “expert” as used in the Securities Act or related rules.

 Very Truly Yours,

 /s/ Perkins Coie LLP

 PERKINS COIE LLP

EX-10.1 · d61331dex101.htm

EX-10.1
 4
 d61331dex101.htm
 EX-10.1

 Exhibit 10.1

 June 3, 2026

 Paul Carreiro
 Sent via email

 SUBJECT: Offer of Employment

 Dear Paul,

 On behalf of Digimarc Corporation (the “Company”), I am pleased to confirm our offer of employment for the exempt position of Chief Executive
Officer reporting to the Board of Directors, subject to our completion of reference/background checks and your appointment by the Company’s Board of Directors . You will agree to the initial expectations for your role and
responsibiliites with the Chief Executive Officer upon hire . Your job duties may, of course, evolve and change with time, as the Company’s needs change. As also discussed, you will work remotely from your home in Florida with
travel for business as required. We look forward to your contributions in the growth and development of Digimarc.

 The following summarizes the terms relating to this offer.

 Your initial compensation will consist of a salary of $500,000 per year, less any payroll deductions and withholdings, paid on the Company’s
normal payroll schedule. In addition, your initial Executive Short Term Incentive (STI) performance bonus target will be $500,000 , prorated based on hire date. For fiscal year 2026 your prorated bonus will be guaranteed at a minimum of
100%. The performance bonus payout can range from 0% to 200% of the pro-rated bonus target as described in Appendix A.

 Provided you satisfy eligibility criteria, the Company offers employee benefits. Information regarding the benefit program will be provided separately. You
will be eligible to participate in the Digimarc 401(k) Plan on the first day of the month following your date of hire.

 Digimarc provides flexibility for time off from work for relaxation, vacation, personal matters or illness. Eligible employees receive time off for certain
recognized holidays and you may take as much self-managed paid time off from work as is consistent with your duties, your ability to meet performance expectations and applicable law.

 All Company policies, including policies regarding medical coverage and other employee
benefits, may be amended by the Company from time to time or discontinued, at the Company’s sole discretion.

 Subject to your acceptance of this offer, your appointment by the Board of Directors, and contingent on you joining the Company, you will participate in the
Long Term Incentive program described in Appendix B. The profit interests grant will be evidenced by an award agreement which shall contain the terms and conditions of the grant, including but not limited to, the vesting schedule.

 8500 SW Creekside Place, Beaverton, OR 97008 USA

 1+ 503 469 4800 +1 800 344 4627
 digimarc.com 

 To support alignment with the interests of our long-term shareholders, you will be subject to our Stock Ownership Guidelines, which can be
found on our website here: https://www.digimarc.com/company/corporate-governance

 The highly confidential nature of our business makes it necessary for Digimarc to obtain a security background check on all prospective employees. The security
background checks will include such reports as criminal history, employment verification, reference check, and, depending on the position, may include reports on motor vehicle records, education, and professional licenses. As such, this offer of
employment is contingent upon Digimarc completing these security background checks. Criminal background checks are performed by a 3 rd party provider. Please note that a criminal conviction will
not act as a bar to employment if Digimarc is satisfied that it will not affect performance on the job. We would anticipate completion of these reports within five working days.

 In addition, this offer is contingent upon your signing the following forms:

 Non-Disclosure and
Invention Assignment Agreement (Exhibit A): This document, which is enclosed, refers to the non-disclosure of confidential information and ownership of inventions.

 Code of Business Conduct (Exhibit B): This document, which is
enclosed, refers to the professional conduct expected of our employees while working for Digimarc.

 This letter, including its exhibits, constitutes the entire agreement between you and the Company and supersede and replace any prior
agreement, either written or oral.

 This offer is also contingent upon your
completion of the following:

 Employment Eligibility
Verification Form (Form I-9): We are required by the Immigration Reform and Control Act of 1986 to have this form completed and on file for all Company employees. The
 I-9 form will be included in your electronic new hire packet. Please bring the appropriate eligibility documents mentioned in the I-9 with you on your start date.

 While it is our belief that our relationship will be a positive one, it is appropriate
to advise you that the Company is an “at-will” employer and does not offer employment on a fixed-term basis. Either you or the Company can terminate your employment at any time and for any reason.
The representations in this letter and from our meetings with you should not be construed in any manner as a proposed contract for any fixed term.

 Further, you will be expected to comply with all rules, policies and procedures of the Company as they may be modified from time to time and your failure to
follow such rules, policies or procedures could result in disciplinary action, including termination of your employment.

 Should you have any questions concerning any part of this offer letter, please contact me. Although we believe that the terms of this letter are consistent
with all applicable laws, we employ people in several different jurisdictions. To the extent that any provision of this letter expressly conflicts with the local laws applicable to you, the terms of such local law shall govern.

 To confirm your acceptance of this offer, please sign this letter where
indicated.

 8500 SW Creekside Place, 
 Beaverton, OR
97008 US

 2 of 3

 No one has the power to modify these basic terms of your employment other than the Board of Directors or the Compensation and Talent
Management Committe and any such modification must be in writing in order to be effective. This offer will expire on June 5, 2026, at 5:00 PM PT .

 Let me close by conveying our belief that the skills and enthusiasm you bring to the Company will be instrumental to our future success. We look forward to
welcoming you to Digimarc!

 Regards,

 /s/ LaShonda Anderson-Williams

 LaShonda Anderson-Williams

 Chair of the Compensation and Talent Management Committee

 Digimarc Corporation

 I accept Digimarc Corporation’s offer of employment under the terms outlined in
this letter.

 /s/

 Paul Carreiro

 June 4, 2026

 Signature

 Date

 Paul Carreiro

 Printed Name

 8500 SW Creekside Place, 
 Beaverton, OR
97008 US

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