SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 29, 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 AGREEMENTInvestor Registration Rights Agreement • January 8th, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 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”).
NEOMEDIA TECHNOLOGIES, INC. Secured Convertible Debenture Due December 29, 2008Secured Convertible Debenture • January 8th, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design
This Secured Convertible Debenture (the “Debenture”) is issued by NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Obligor”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith.
AMENDMENT TO “B” WARRANT NO.: CCP-001Warrant Amendment • January 8th, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of December 29, 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”).
AMENDMENT TO “B” WARRANT NO.: CCP-002Warrant Amendment • January 8th, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of December 29, 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”).
AMENDMENT TO “C” WARRANT NO.: CCP-003Warrant Amendment • January 8th, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of December 29, 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 December 29, 2006Securities Purchase Agreement • January 8th, 2007 • 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 WARRANT NO.: CCP-002Warrant Amendment • January 8th, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of December 29, 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”).
AMENDMENT TO “A” WARRANT NO.: CCP-001Warrant Amendment • January 8th, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of December 29, 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”).
