Exhibit 4.5 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of October 12, 2004 IPOINT-MEDIA LTD., a company chartered under the laws of the State of Israel (the "Company"); the Buyer(s) listed on the Investment...Escrow Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • New Jersey
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 7, 2004, by and among IPOINT-MEDIA LTD., a company chartered under the laws of the State of Israel (the "Company"), and NEOMEDIA TECHNOLOGIES,...Registration Rights Agreement • July 1st, 2005 • iPOINT USA CORP • Florida
INDEMNIFICATION AGREEMENT AGREEMENT (the "Agreement"), made as of the 7 day of September, 2004, between Ipoint-Media Ltd., an Israeli corporation ("Ipoint"), and Neomedia Technologies, Inc., a Delaware corporation ("Neomedia"). WHEREAS, Ipoint and...Indemnification Agreement • July 1st, 2005 • iPOINT USA CORP • New Jersey
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF IPOINT-ISRAELShare Exchange Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • New Jersey
Recitals:Investment Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • Florida
RECITALSAssignment Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • Florida
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October ____, 2004, by and among IPOINT-MEDIA LTD., a company chartered under the laws of the State of Israel (the "Company"), and CORNELL CAPITAL...Registration Rights Agreement • July 1st, 2005 • iPOINT USA CORP • New Jersey
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment") is made and entered into effective as of May 24, 2005, by and between the NEOMEDIA TECHNOLOGIES, INC., a Delaware Corporation (the "Investor") and IPOINT MEDIA LTD., an...Registration Rights Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec
IPOINT-MEDIA LTD. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • New Jersey
INDEMNIFICATION AGREEMENT AGREEMENT (the "Agreement"), made as of the 7 day of September, 2004, between Ipoint-Media Ltd., an Israeli corporation ("Ipoint"), and Neomedia Technologies, Inc., a Delaware corporation ("Neomedia"). WHEREAS, Ipoint and...Indemnification Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • New Jersey
Exhibit 4.6 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of October 12, 2004 between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and...Standby Equity Distribution Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • New Jersey
Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of October 12, 2004 by and between IPOINT-MEDIA LTD., a company chartered under the laws of the State of Israel (the "Company"), and CORNELL CAPITAL...Registration Rights Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • New Jersey
WITNESSTH:Registration Rights Agreement • July 1st, 2005 • iPOINT USA CORP
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of October ___, 2004 by and between IPOINT-MEDIA LTD., a company chartered under the laws of the State of Israel (the "Company"), and CORNELL CAPITAL PARTNERS, LP,...Registration Rights Agreement • July 1st, 2005 • iPOINT USA CORP • New Jersey
RECITALS:Business Development Agreement • January 12th, 2006 • iPOINT USA CORP • Communications services, nec • New Jersey
Recitals:Investment Agreement • July 1st, 2005 • iPOINT USA CORP • New Jersey
