AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT

Exhibit 2.1

AMENDMENT NO. 1

TO SHARE PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT is dated as of September 30, 2016 (this “Amendment”) and amends the Share Purchase Agreement dated as of July 28, 2014 (the “Agreement”), by and among the parties listed in Schedule 1 of the Agreement (collectively, the “Sellers”), MediaMiser Ltd., a corporation incorporated under the Business Corporations Act (Ontario) (the “OBCA”) on April 15, 2003 (“MediaMiser”) and ###-###-#### Ontario Inc. (the “Purchaser”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.

WHEREAS, on July 28, 2014 Purchaser acquired all of the issued and outstanding Preferred Shares of MediaMiser and all of the issued and outstanding Common Shares of MediaMiser pursuant to the Agreement (the “Acquisition”); and

WHEREAS, forthwith following the Acquisition, the Purchaser and MediaMiser amalgamated pursuant to articles of amalgamation filed under the OBCA on July 28, 2014 and continued as one corporation under the provisions of the OBCA (the “Amalgamation”) named “MediaMiser Ltd.” (the “Company”); and

WHEREAS as a result of the Amalgamation, the property of each of Purchaser and MediaMiser continued to be the property of the Company and the Company continued to be liable for the obligations of each of the Purchaser and MediaMiser; and

WHEREAS, Sellers and the Company have agreed that it is in their best interests to amend the terms of the Agreement; and

WHEREAS, pursuant to Section 11.2(a) of the Agreement, Sellers and the Company may amend the Agreement by an instrument in writing signed by the Sellers and the Company.

NOW, THEREFORE, in consideration of the foregoing premises and the respective terms and conditions contained herein, the receipt and sufficiency of which is hereby acknowledged, Sellers and the Company hereby agree as follows:

“Maximum Earnout Amount” means the sum of $2,000,000.

“2017 Earnout Payment Date” means March 31, 2017

“2018 Earnout Payment Date” means March 31, 2018.

“Executive Employment Agreements” means, collectively, the executive employment agreements dated July 28, 2014 between MediaMiser and each of Martin Lyster (“Lyster”), Chris Morrison (“Morrison”) and Brett Serjeantson (“Serjeantson”).

“Non-Competition and Non-Solicitation Agreements” means, collectively, the non-competition and non-solicitation agreements dated July 28, 2014 among the Purchaser, MediaMiser and each of Lyster, Morrison, and Serjeantson.

Under current law, an exemption from registration under the U.S. Securities Act will be available for the resale of any Innodata Shares by the Sellers that are issued in respect of the First Anniversary Payment and the Second Anniversary Payment, but may not be available for the resale of any Innodata Shares by the Sellers that are issued in respect of the Earnout Amount. Any Innodata Shares that are issued to the Sellers in respect of the First Anniversary Payment, the Second Anniversary Payment or the Earnout Amount shall be collectively referred to as the “Consideration Shares”. Innodata shall promptly take any action to ensure that its Transfer Agent is instructed to remove any legends restricting the resale of any Consideration Shares issued in respect of the First Anniversary Payment or the Second Anniversary Payment as permitted under Applicable Law. If for any reason this exemption from registration is in the opinion of counsel to Innodata not available in respect of such issuance, Innodata shall use its best efforts to effect and maintain registration of the Consideration Shares, in which case the out-of-pocket costs and expenses relating to such registration shall be to the account of the holders of the Consideration Shares provided that if the failure of such exemption from registration to be available is as a result of an action or inaction of Innodata, such out-of-pocket costs and expenses shall be to the account of Innodata.

IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the day and year first above written.

SELLERS’ REPRESENTATIVE:

EXHIBIT A

FORM OF ESTOPPEL CERTIFICATE

_____________ ___, 20__

Seller: __________________________

       [Name of Seller]

Ladies and Gentlemen:

I understand that the obligation of the Company to pay to me [insert as applicable: and to my spouse] any portion of the Earnout Amount is conditioned upon my meeting the conditions precedent set forth in Section 2.3(b) of the Amended Agreement. Capitalized terms not defined in this certificate have the meanings set forth in the Amended Agreement.

I hereby certify to the Company and to Innodata Inc. as follows:

1.       The Agreement is in good standing and in full force and effect and has not been modified or amended, except as set forth in the Amendment.

2.       I have at all times satisfied the conditions set forth on Section 2.3(b) of the Amended Agreement as applicable to me.

3.       No violation or default has occurred under the Confidentiality, Non-Solicitation and Non-Competition Provisions set forth in Sections 6 and 7 of the Executive Employment Agreement to which I am a party.

4.       No violation or default has occurred under the Non-Competition and Non-Solicitation Agreement to which I am a party.

5.       [Include for 2017 Earnout Payment]: Except with respect to the payment of $_____ to which I am entitled to receive on the 2017 Earnout Payment Date, and that portion of the Earnout Amount that I may be entitled to receive on the 2018 Earnout Payment Date, I have received all payments and other consideration to which I am entitled and there are no amounts or other consideration owed to me pursuant to the Amended Agreement. I agree that upon payment to me of the amount of $_____ on the 2017 Earnout Payment Date I shall have received that portion of the Earnout Amount to which I am entitled with respect to the 2017 Earnout Payment Date.

6.       [Include for 2018 Earnout Payment]: Except with respect to the payment of $_____ to which I am entitled to receive on the 2018 Earnout Payment Date, I have received all payments and other consideration to which I am entitled and there are no amounts or other consideration owed to me pursuant to the Amended Agreement. I agree that upon payment to me of the amount of $_____ on the 2017 Earnout Payment Date I shall have received that portion of the Earnout Amount to which I am entitled with respect to the 2018 Earnout Payment Date.

7.       I am not owed any incentives, bonuses or other variable compensation from the Company or any of its affiliates; and (ii) I have no dispute or claim (asserted or unasserted) against the Company or its affiliates related to incentives, bonuses or variable compensation and/or the administration or communication of programs or arrangements related thereto.

8.       There are no defaults of the Company, Innodata Inc. or any of Innodata Inc.’s affiliates under the Amended Agreement or any existing conditions, which upon the giving of notice or lapse of time or both would constitute a default under the Amended Agreement.

Dated: ____________ ____, 20__