NEOMEDIA TECHNOLOGIES, INC.
NEOMEDIA TELECOM SERVICES INC.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxxx 00000
July 26, 2005
Xx. Xxx Xxxxx
President and Chief Executive Officer
BSD Software, Inc.
0000 XxXxxxx Xxxxx, X.X., Xxxxx 000X
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Re: Extension of Outside Date in the Agreement and Plan of Merger
--------------------------------------------------------------
Dear Xx. Xxxxx:
This letter agreement amends particular terms of that of that certain
Agreement and Plan of Merger (the "Agreement"), dated as of December 21, 2004,
by and among NeoMedia Technologies, Inc., a Delaware corporation ("Buyer"),
NeoMedia Telecom Services, Inc., a Nevada corporation ("Merger Sub"), and BSD
Software, Inc., a Florida corporation (the "Company"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement. The Agreement is hereby amended in the following respects:
Section 8.1.(b) is hereby amended to delete the reference to "March 31,
2005" and to replace it with "October 31, 2005." As a result of the foregoing
change, (i) Buyer or the Company shall have the absolute right to terminate the
Agreement, and the Merger would thereby be abandoned, if the Merger is not
consummated on or before October 31, 2005, unless such date is extended by
mutual consent of the parties to the Agreement; and (ii) all references to the
term "Outside Date" which is defined in Section 8.1.(b) of the Agreement shall
hereinafter refer to October 31, 2005 instead of March 31, 2005.
This letter agreement may be executed in any number of counterparts, each
of which shall be deemed an original, and both of which shall constitute one and
the same instrument. This letter agreement shall be accepted, effective and
binding, for all purposes, when the parties shall have signed and transmitted to
each other, by telecopier or otherwise, copies of this letter agreement. In the
event of any litigation arising hereunder, the prevailing party or parties shall
be entitled to recover its reasonable attorneys' fees and court costs from the
other party or parties, including the costs of bringing such litigation and
collecting upon any judgments. This letter agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, legal representatives, trustees, successors and assigns.
If the foregoing correctly sets forth the terms of our agreement, please
so signify by signing this letter agreement on the line provided below for such
purpose and transmitting to each of us a signed copy of this letter agreement,
whereupon this letter agreement will constitute a binding agreement among us.
Very truly yours,
NEOMEDIA TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
President, CEO, COO & Director
NEOMEDIA TELECOM SERVICES, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
Secretary & Treasurer
ACKNOWLEDGED, AGREED TO AND ACCEPTED THIS 26th DAY OF JULY, 2005:
BSD SOFTWARE, INC.
By: /s/ Xxx Xxxxx
---------------------------------
Xxx Xxxxx, President & CEO
- 2 -
