0001144204-12-001103 Sample Contracts

RESTRICTED STOCK AGREEMENT NEUMEDIA, INC.
Restricted Stock Agreement • January 6th, 2012 • NeuMedia, Inc. • Patent owners & lessors • Delaware

RESTRICTED STOCK AGREEMENT (the “Agreement”) made as of December 28, 2011 (the “Grant Date”), between NeuMedia, Inc., a Delaware corporation (the “Company”), and Peter Adderton (the “Holder”).

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RESTRICTED STOCK AGREEMENT NEUMEDIA, INC.
Restricted Stock Agreement • January 6th, 2012 • NeuMedia, Inc. • Patent owners & lessors • Delaware

RESTRICTED STOCK AGREEMENT (the “Agreement”) made as of December 28, 2011 (the “Grant Date”), between NeuMedia, Inc., a Delaware corporation (the “Company”), and Digital Turbine Group, LLC (the “Holder”).

NEUMEDIA, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • January 6th, 2012 • NeuMedia, Inc. • Patent owners & lessors

THE OFFER AND SALE OF THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER STATE SECURITIES LAWS, AND THEREFORE SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND EFFECTIVE QUALIFICATION THEREOF UNDER APPLICABLE STATE SECURITIES LAWS, OR IF SUCH SALE, TRANSFER, ASSIGNMENT, HYPOTHECATION OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE QUALIFICATION REQUIREMENTS OF THE RELEVANT STATE SECURITIES LAWS.

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