SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 27, 2007, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 27, 2007, by and among NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • April 3rd, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 27, 2007, by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation with its principal place of business located at 2201 Second Street, Suite 600, Fort Myers, Florida 33901 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of 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.
MASTER AMENDMENT AGREEMENTMaster Amendment Agreement • April 3rd, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
This MASTER AMENDMENT AGREEMENT (this “Amendment Agreement”), effective as of March 27, 2007, supplements and amends the transaction documents (collectively, the “Transaction Documents”) executed and delivered in connection with private placements by NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), of its secured convertible debentures and convertible preferred stock to Cornell Capital Partners, L.P. (the “Buyer”), which securities were issued pursuant to the Securities Purchase Agreement dated August 24, 2006, the Securities Purchase Agreement dated December 29, 2006, and the Investment Agreement dated February 17, 2006, each by and between the Company and the Buyer (collectively, the “Purchase Agreements”). The Transaction Documents are supplemented, modified, and amended as set forth in this Amendment Agreement. Capitalized terms used and not defined in this Amendment Agreement shall have the respective meanings set forth in the Purchase Agreements.
SECURITY AGREEMENT (Patent)Security Agreement • April 3rd, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS SECURITY AGREEMENT (PATENT) (“Agreement”), is entered into and made effective as of March 27, 2007, by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation with its principal place of business located at 2201 Second Street, Suite 600, Fort Myers, Florida 33901 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the CORNELL CAPITAL PARTNERS, L.P. (the “Secured Party”).
PLEDGE SHARES ESCROW AGREEMENTPledge Shares Escrow Agreement • April 3rd, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
PLEDGE SHARES ESCROW AGREEMENT (the “Agreement”) dated March 27, 2007 made by NeomMedia Technologies, Inc., a Delaware corporation (the “Pledgor”), in favor of CORNELL CAPITAL PARTNERS, L.P., (the “Buyer”) in connection with the Securities Purchase Agreement, of even date herewith (the "Securities Purchase Agreement").
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 27, 2007Irrevocable Transfer Agent Instructions • April 3rd, 2007 • Neomedia Technologies Inc • Services-computer integrated systems design
This letter shall serve as our irrevocable authorization and direction to Worldwide Stock Transfer, Inc. (the “Transfer Agent”) to do the following:
