ASSIGNMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that on this 17th day of February, 2006,
CORNELL CAPITAL PARTNERS, LP. (the "Assignor") does hereby agree to the
following for and in consideration of the sum of $1,611,231.78 and other good
and valuable consideration received from the persons listed on Exhibit "A"
hereto (the "Assignee"):
1. NOTES. Assignor is the legal and beneficial owner of those certain
Promissory Notes set forth on Exhibit A (the "Notes"), delivered by Pick Ups
Plus, Inc. (the "Company") to the Assignor. The Assignor hereby absolutely,
irrevocably and unconditionally sells, assigns, conveys, contributes and
transfers to the Assignee for ONE MILLION SIX HUNDRED ELEVEN THOUSAND TWO
HUNDRED THIRTY ONE AND 78/100 DOLLARS ($1,611,231.78) the Notes and all of its
rights thereunder, including without limitation the right to collect from the
Company the principal amounts outstanding plus accrued but unpaid interest
thereunder as of the date hereof as set forth opposite Assignee's name on
Exhibit "A." This assignment is made free and clear of any and all claims,
liens, demands, restrictions or encumbrances of any kind whatsoever. The
Assignor shall hereby provide the original Notes to the Assignee upon the
execution of this Agreement.
2. REPRESENTATIONS AND WARRANTIES. The Assignor hereby represents and
warrants to and covenants with the Assignee that the Assignor has full right and
authority to enter into and perform their obligations under this Assignment.
3. ADDITIONAL DOCUMENTS. The Assignor agrees to execute any and all
other documents which are, in the opinion of the Assignee or its counsel,
necessary to carry out the terms and conditions of this Assignment.
4. EFFECTIVE DATE AND COUNTERPART SIGNATURE. This Assignment Agreement
shall be effective as of the date first written above. This Assignment
Agreement, and acceptance of same, may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Confirmation of execution by telex or by
telecopy or telefax of a facsimile signature page shall be binding upon that
party so confirming.
IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement on
the day and year first above written.
[SIGNATURE PAGE TO IMMEDIATELY FOLLOW]
THE ASSIGNOR:
CORNELL CAPITAL PARTNERS, LP.
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Its: Portfolio Manager
ACCEPTANCE OF ASSIGNMENT
The undersigned, being the Assignee set forth above, does hereby
acknowledge and accept the foregoing Assignment on this 17th day of February,
2006.
ASSIGNEE:
NEOMEDIA TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Dodge
------------------------------------
Name: Xxxxx X. Dodge
Its: Chief Financial Officer
CONSENT
Pick Ups Plus, Inc. hereby consents to the assignment of the Debentures
from the Assignor to the Assignee.
Pick Ups Plus, Inc.
By:
------------------------------------
Name:
Its:
-EXHIBIT "A"
OUTSTANDING PRINCIPAL INTEREST
ASSIGNEE NAME: PROMISSORY NOTE AMOUNT: RECEIVABLE PURCHASE PRICE:
--------------- ------------------ --------------------- ---------- --------------
Cornell Capital September 30, 2003 $ 290,000 $146,064.66 $ 436,064.66
Partners, XX
Xxxxxxx Capital October 15, 2004 $ 250,000 $ 42,369.86 $ 292,369.86
Partners, XX
Xxxxxxx Capital June 6, 2005 $ 225,000 $ 18,936.99 $ 243,936.99
Partners, XX
Xxxxxxx Capital August 4, 2005 $ 600,000 $ 38,860.27 $ 638,860.27
Partners, LP
TOTAL $ 1,365,000 $246,231.78 $1,611,231.78
