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 Neomedia entered into a Business Development Agreement
dated as of the date hereof (the "Agreement"), pursuant to which Neomedia
received certain shares of common stock of Ipoint ("Ipoint Shares"); and
WHEREAS, Neomedia intends to distribute the Ipoint Shares to the
shareholders of Neomedia.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged:
1. Ipoint agrees to indemnify and hold harmless Neomedia and its
directors, officers, employees, and agents (each, an "Indemnified Party"),
against and in respect of all losses, liabilities, obligations, damages,
actions, suits, proceedings, orders, judgments, costs and expenses (including
the reasonable fees, disbursements and expenses of attorneys and consultants) of
any kind or nature whatsoever, but net of the proceeds from any insurance
policies or other third party reimbursement for such loss, to the extent
sustained, suffered or incurred by or made against any Indemnified Party,
arising out of or in connection with any action instituted by a debt-holder of
Neomedia relating to the distribution of the Ipoint Shares to the shareholders
of Neomedia pursuant to a registered dividend distribution provided, that
Neomedia shall promptly notify Ipoint in writing of any action, suit or
proceeding against it, for which indemnification will or could be sought under
this Agreement; and provided, further, that at the request of Ipoint, Neomedia
will allow Ipoint to assume control over such action, suit or proceeding, and
will provide it with such information and cooperation as may reasonably be
required in order to defend against the same. Ipoint shall not be liable to
indemnify Neomedia under this Agreement for any amounts paid in settlement of
any action, suit or proceeding in any matter which would impose any cost or
limitation on Ipoint, without Ipoint's prior written consent.
2. No legal action shall be brought and no cause of action shall be
asserted by or in the right of any Indemnified Party or any of their estate,
heirs, executers, administrators or personal or legal representative, after the
expiration of the applicable Statue of Limitation.
3. Notwithstanding anything herein to the contrary, the entire liability
of Ipoint under this Agreement, howsoever arising, whether in contract, tort or
otherwise, shall not exceed the value of any property dividend or distribution,
plus reasonable fees, disbursements and expenses of attorneys.
4. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes and cancels any and all
prior or contemporaneous arrangements, understandings and agreements between
them relating to the subject matter hereof.
5. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New Jersey without regard to the principles of conflict
of laws. The parties further agree that any action between them shall be heard
exclusively in Xxxxxx County, New Jersey, and expressly consent to the
jurisdiction and venue of the Superior Court of New Jersey, sitting in Xxxxxx
County, New Jersey and the United States District Court of New Jersey, sitting
in Newark, New Jersey, for the adjudication of any civil action asserted
pursuant to this paragraph.
6. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which shall constitute the same
instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
IPOINT MEDIA, LTD.
By:
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Name:
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Title:
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NEOMEDIA TECHNOLOGIES, INC.
By:
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Name:
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Title:
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