SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2006 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 24, 2006, by and among NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2006 • Neomedia Technologies Inc • Services-computer integrated systems design • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 24, 2006, by and among NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
AMENDMENT TO “C” WARRANT NO.: CCP-003Warrant Amendment • August 30th, 2006 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of August 24, 2006, between NEOMEDIA TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and CORNELL CAPITAL PARTNERS, LP a Delaware limited partnership (the “Holder”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 30th, 2006 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
THIS PLEDGE AND SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 24, 2006, by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation with its principal place of business located at 2201 Second Street, Suite #600, Fort Myers, FL 33901 (the “Company”), and the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
AMENDMENT TO “B” WARRANT NO.: CCP-002Warrant Amendment • August 30th, 2006 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of August 24, 2006, between NEOMEDIA TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and CORNELL CAPITAL PARTNERS, LP a Delaware limited partnership (the “Holder”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS August 24, 2006Securities Purchase Agreement • August 30th, 2006 • Neomedia Technologies Inc • Services-computer integrated systems design
This letter shall serve as our irrevocable authorization and direction to American Stock Transfer & Trust Company (the “Transfer Agent”) to do the following:
AMENDMENT TO “A” WARRANT NO.: CCP-001Warrant Amendment • August 30th, 2006 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of August 24, 2006, between NEOMEDIA TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and CORNELL CAPITAL PARTNERS, LP a Delaware limited partnership (the “Holder”).
