Neomedia Technologies Inc Sample Contracts

Neomedia Technologies Inc – DEBENTURE EXTENSION AGREEMENT (August 6th, 2015)

YA GLOBAL INVESTMENTS, L.P., f/'k/a Cornell Capital Partners, LP (the "Investor"), a Cayman Island exempt limited partnership with offices located at 1012 Springfield Avenue Mountainside, NJ 07092; and

Neomedia Technologies Inc – REAFFIRMATION AND RATIFICATION AGREEMENT (April 30th, 2014)

This REAFFIRMATION AND RATIFICATION AGREEMENT, dated as of April 25, 2014 (this “Agreement”), by and between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (hereinafter, the “Investor”), and NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”).

Neomedia Technologies Inc – MERGER AGREEMENT AGREEMENT AND PLAN OF MERGER BETWEEN QODE SERVICES CORPORATION (a Delaware corporation), AND NEOMEDIA TECHNOLOGIES, INC. (a Delaware corporation) (April 30th, 2014)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of February 21, 2014, between Qode Services Corporation, a Delaware corporation ("Subsidiary"), and Neomedia Technologies, Inc., a Delaware corporation ("Parent").

Neomedia Technologies Inc – relating to the shares in NeoMedia Europe GmbH between NeoMedia Technologies, Inc. and YA Global Investments, L.P. December 17, 2013 Share Pledge Agreement (March 17th, 2014)
Neomedia Technologies Inc – Amended, Restated and Consolidated Secured Convertible Debenture (October 28th, 2013)

This Amended, Restated and Consolidated Secured Convertible Debenture (including all secured convertible debentures issued in exchange, transfer or replacement hereof, this “Debenture”) represents portions of the indebtedness previously evidenced by those certain Secured Convertible Debentures listed on Schedule ‘A’ attached hereto (as each may have been amended and is currently in effect, collectively, the “Prior Debentures”) issued by NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), to YA GLOBAL INVESTMENTS, L.P. (f/k/a CORNELL CAPITAL PARTNERS, LP, the “Holder”) and amends and restates such portions (and is given in substitution for but not in satisfaction) of such Prior Debentures. Outstanding portions of the Prior Debentures are all merged into and superseded by this Debenture in the amounts set forth on Schedule ‘A’. The issuance of this Debenture does not effect a refinancing of all or any portion of the obligations under the Prior Debentures, it being the in

Neomedia Technologies Inc – REAFFIRMATION AND RATIFICATION AGREEMENT (October 28th, 2013)

This REAFFIRMATION AND RATIFICATION AGREEMENT, dated as of September 16, 2013 (this “Agreement”), by and between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (hereinafter, the “Investor”), and NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”).

Neomedia Technologies Inc – Amended, Restated and Consolidated Secured Convertible Debenture (October 28th, 2013)

This Amended, Restated and Consolidated Secured Convertible Debenture (including all secured convertible debentures issued in exchange, transfer or replacement hereof, this “Debenture”) represents portions of the indebtedness previously evidenced by those certain Secured Convertible Debentures listed on Schedule ‘A’ attached hereto (as each may have been amended and is currently in effect, collectively, the “Prior Debentures”) issued by NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), to YA GLOBAL INVESTMENTS, L.P. (f/k/a CORNELL CAPITAL PARTNERS, LP, the “Holder”) and amends and restates such portions (and is given in substitution for but not in satisfaction) of such Prior Debentures. Outstanding portions of the Prior Debentures are all merged into and superseded by this Debenture in the amounts set forth on Schedule ‘A’. The issuance of this Debenture does not effect a refinancing of all or any portion of the obligations under the Prior Debentures, it being the in

Neomedia Technologies Inc – Amended, Restated and Consolidated Secured Convertible Debenture (October 28th, 2013)

This Amended, Restated and Consolidated Secured Convertible Debenture (including all secured convertible debentures issued in exchange, transfer or replacement hereof, this “Debenture”) represents portions of the indebtedness previously evidenced by those certain Secured Convertible Debentures listed on Schedule ‘A’ attached hereto (as each may have been amended and is currently in effect, collectively, the “Prior Debentures”) issued by NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), to YA GLOBAL INVESTMENTS, L.P. (f/k/a CORNELL CAPITAL PARTNERS, LP, the “Holder”) and amends and restates such portions (and is given in substitution for but not in satisfaction) of such Prior Debentures. Outstanding portions of the Prior Debentures are all merged into and superseded by this Debenture in the amounts set forth on Schedule ‘A’. The issuance of this Debenture does not effect a refinancing of all or any portion of the obligations under the Prior Debentures, it being the in

Neomedia Technologies Inc – Amended, Restated and Consolidated Secured Convertible Debenture (October 28th, 2013)

This Amended, Restated and Consolidated Secured Convertible Debenture (including all secured convertible debentures issued in exchange, transfer or replacement hereof, this “Debenture”) represents portions of the indebtedness previously evidenced by those certain Secured Convertible Debentures listed on Schedule ‘A’ attached hereto (as each may have been amended and is currently in effect, collectively, the “Prior Debentures”) issued by NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), to YA GLOBAL INVESTMENTS, L.P. (f/k/a CORNELL CAPITAL PARTNERS, LP, the “Holder”) and amends and restates such portions (and is given in substitution for but not in satisfaction) of such Prior Debentures. Outstanding portions of the Prior Debentures are all merged into and superseded by this Debenture in the amounts set forth on Schedule ‘A’. The issuance of this Debenture does not effect a refinancing of all or any portion of the obligations under the Prior Debentures, it being the in

Neomedia Technologies Inc – AMENDED AND RESTATED PATENT SECURITY AGREEMENT (October 28th, 2013)

THIS AMENDED AND RESTATED PATENT SECURITY AGREEMENT (this “Agreement”), dated as of October 25, 2013, by and between NEOMEDIA TECHNOLOGIES INC., a Delaware corporation with an address of 100 W Arapahoe Avenue, Suite 9, Boulder, Colorado 80302 (the “Grantor”) and YA Global Investments, L.P., a Cayman Islands exempt limited partnership with an address of 1012 Springfield Avenue, Mountainside, New Jersey 07092, for itself and as collateral agent for certain other lenders (in such capacity, the “Secured Party”).

Neomedia Technologies Inc – NEOMEDIA TECHNOLOGIES, INC. Amended, Restated and Consolidated Secured Convertible Debenture (October 28th, 2013)

This Amended, Restated and Consolidated Secured Convertible Debenture (including all secured convertible debentures issued in exchange, transfer or replacement hereof, this “Debenture”) represents portions of the indebtedness previously evidenced by those certain Secured Convertible Debentures listed on Schedule ‘A’ attached hereto (as each may have been amended and is currently in effect, collectively, the “Prior Debentures”) issued by NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), to YA GLOBAL INVESTMENTS, L.P. (f/k/a CORNELL CAPITAL PARTNERS, LP, the “Holder”) and amends and restates such portions (and is given in substitution for but not in satisfaction) of such Prior Debentures. Outstanding portions of the Prior Debentures are all merged into and superseded by this Debenture in the amounts set forth on Schedule ‘A’. The issuance of this Debenture does not effect a refinancing of all or any portion of the obligations under the Prior Debentures, it being the in

Neomedia Technologies Inc – DEBENTURE REDEMPTION AGREEMENT (October 28th, 2013)

THIS DEBENTURE REDEMPTION AGREEMENT (the “Agreement”), effective as of the 11th day of October, 2013, (the “Effective Date”) by and between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (the “Seller”) and NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Buyer”).

Neomedia Technologies Inc – Amended, Restated and Consolidated Secured Convertible Debenture (October 28th, 2013)

This Amended, Restated and Consolidated Secured Convertible Debenture (including all secured convertible debentures issued in exchange, transfer or replacement hereof, this “Debenture”) represents portions of the indebtedness previously evidenced by those certain Secured Convertible Debentures listed on Schedule ‘A’ attached hereto (as each may have been amended and is currently in effect, collectively, the “Prior Debentures”) issued by NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), to YA GLOBAL INVESTMENTS, L.P. (f/k/a CORNELL CAPITAL PARTNERS, LP, the “Holder”) and amends and restates such portions (and is given in substitution for but not in satisfaction) of such Prior Debentures. Outstanding portions of the Prior Debentures are all merged into and superseded by this Debenture in the amounts set forth on Schedule ‘A’. The issuance of this Debenture does not effect a refinancing of all or any portion of the obligations under the Prior Debentures, it being the in

Neomedia Technologies Inc – EMPLOYMENT AGREEMENT (August 30th, 2013)

THIS AGREEMENT, dated August 30, 2013 with an effective date of September 1, 2013 (the “Agreement”), is by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company” or “NeoMedia”), and LAURA MARRIOTT (the “Executive”). The Company and the Executive are referred to each individually as a “Party” and collectively as the “Parties.”

Neomedia Technologies Inc – DEBENTURE EXTENSION AGREEMENT (February 8th, 2013)

YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, LP (the “Investor”), a Cayman Island exempt limited partnership with offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and

Neomedia Technologies Inc – TWENTIETH RATIFICATION AGREEMENT (July 27th, 2012)

YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, LP (the “Lender”), a Cayman Island exempt limited partnership with offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and

Neomedia Technologies Inc – WARRANT (July 27th, 2012)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Neomedia Technologies Inc – Contract (July 27th, 2012)

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Neomedia Technologies Inc – Contract (July 27th, 2012)

THIS AGREEMENT (this “Agreement”), dated July 20, 2012 is entered into by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Neomedia Technologies Inc – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (July 27th, 2012)

This letter shall serve as our irrevocable authorization and direction to WorldWide Stock Transfer, LLC (the “Transfer Agent”) to do the following:

Neomedia Technologies Inc – WARRANT (June 7th, 2012)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Neomedia Technologies Inc – Contract (June 7th, 2012)

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Neomedia Technologies Inc – Contract (June 7th, 2012)

THIS AGREEMENT (this “Agreement”), dated June 1, 2012 is entered into by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Neomedia Technologies Inc – NINETEENTH RATIFICATION AGREEMENT (June 7th, 2012)

YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, LP (the “Lender”), a Cayman Island exempt limited partnership with offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and

Neomedia Technologies Inc – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (June 7th, 2012)

This letter shall serve as our irrevocable authorization and direction to WorldWide Stock Transfer, LLC (the “Transfer Agent”) to do the following:

Neomedia Technologies Inc – DEBENTURE EXTENSION AGREEMENT (May 29th, 2012)

YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, LP (the “Lender”), a Cayman Island exempt limited partnership with offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and

Neomedia Technologies Inc – Contract (May 1st, 2012)

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Neomedia Technologies Inc – WARRANT (May 1st, 2012)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Neomedia Technologies Inc – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (May 1st, 2012)

This letter shall serve as our irrevocable authorization and direction to WorldWide Stock Transfer, LLC (the “Transfer Agent”) to do the following:

Neomedia Technologies Inc – Contract (May 1st, 2012)

THIS AGREEMENT (this “Agreement”), dated April 26, 2012 is entered into by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Neomedia Technologies Inc – EIGHTEENTH RATIFICATION AGREEMENT (May 1st, 2012)

YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, LP (the “Lender”), a Cayman Island exempt limited partnership with offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and

Neomedia Technologies Inc – Contract (March 27th, 2012)

THIS AGREEMENT (this “Agreement”), dated March 26, 2012 is entered into by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Neomedia Technologies Inc – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (March 27th, 2012)

This letter shall serve as our irrevocable authorization and direction to WorldWide Stock Transfer, LLC (the “Transfer Agent”) to do the following:

Neomedia Technologies Inc – WARRANT (March 27th, 2012)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Neomedia Technologies Inc – SEVENTEENTH RATIFICATION AGREEMENT (March 27th, 2012)

YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, LP (the “Lender”), a Cayman Island exempt limited partnership with offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and