SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2008 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2008, 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”).
SECURITY AGREEMENTSecurity Agreement • August 4th, 2008 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of July 29, 2008, by and between NEOMEDIA TECHNOLOGIES INC., a Delaware corporation with its principal place of business located at Two Concourse Parkway, Suite 500, Atlanta, GA 30328 (the “Company”), and any subsidiaries of the Company who became a party to this Agreement pursuant to Section 6.13 (together with the Company, singularly a “Grantor”, and collectively the “Grantors”), in favor YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”).
ESCROW AGREEMENTEscrow Agreement • August 4th, 2008 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey
This ESCROW AGREEMENT (the “Agreement”) is made and entered into on July 29, 2008 by and among NEOMEDIA TECHNOLOGIES INC. (the "Company"), YA GLOBAL INVESTMENTS, L.P., (the “Buyer”), YORKVILLE ADVISORS, LLC (“Investment Manager”), and DAVID GONZALEZ, ESQ., as escrow agent (the “Escrow Agent”). The Company, the Buyer, and Yorkville may be referred to individually as a “Party” or collectively as the “Parties.” All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in that certain Securities Purchase Agreement dated July 29, 2008 entered into by and between the Company and the Buyer (the “Securities Purchase Agreement”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS July 29, 2008Securities Purchase Agreement • August 4th, 2008 • Neomedia Technologies Inc • Services-computer integrated systems design
This letter shall serve as our irrevocable authorization and direction to WorldWide Stock Transfer, LLC (the “Transfer Agent”) to do the following:
PATENT SECURITY AGREEMENTPatent Security Agreement • August 4th, 2008 • Neomedia Technologies Inc • Services-computer integrated systems design
THIS PATENT SECURITY AGREEMENT (“Agreement”), is entered into and made effective as of July 29, 2008, by and between NEOMEDIA TECHNOLOGIES INC., a Delaware corporation with its principal place of business located at Two Concourse Parkway, Suite 500, Atlanta, GA 30328 (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 YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”).
