EXHIBIT 10.56
NEOMEDIA TECHNOLOGIES, INC.
NEOMEDIA TELECOM SERVICES INC.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxxx 00000
March 17, 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 "July 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 July 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 July 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. Dodge
-----------------------------------------
Xxxxx X. Dodge
Secretary & Treasurer
ACKNOWLEDGED, AGREED TO AND ACCEPTED THIS __ DAY OF MARCH, 2005:
BSD SOFTWARE, INC.
By: /s/ Xxx Xxxxx
--------------------------------------------------
Xxx Xxxxx, President & CEO
