INDEMNIFICATION AGREEMENT
AGREEMENT, made as of the day of September, 2004, between Ipoint-Media
Ltd., an Israeli corporation ("iPoint"), and Neomedia Technologies, Inc., a
Delaware corporation ("Neomedia").
WHEREAS, iPoint and Neomedia entered into a Business Development
Agreement dated as of the date hereof (the "Agreement"), pursuant to which
Neomedia received certain shares of common stock of iPoint ("iPoint Shares");
and
WHEREAS, Neomedia intends to distribute the iPoint Shares to the
shareholders of Neomedia as detailed in the Business Development Agreement even
date herewith ("Agreement").
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged:
1. iPoint agrees to indemnify and hold harmless Neomedia and its
directors, officers, employees, and agents (each, an "Indemnified Party"),
against and in respect of all losses, liabilities, obligations, damages,
actions, suits, proceedings, orders, judgments, costs and expenses (including
the reasonable fees, disbursements and expenses of attorneys and consultants) of
any kind or nature whatsoever, but net of the proceeds from any insurance
policies or other third party reimbursement for such loss, to the extent
sustained, suffered or incurred by or made against any Indemnified Party,
arising out of or in connection with any action instituted by a debt-holder of
Neomedia relating to the distribution of the iPoint Shares to the shareholders
of Neomedia pursuant to a registered dividend distribution.
2. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes and cancels any and all
prior or contemporaneous arrangements, understandings and agreements between
them relating to the subject matter hereof.
3. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New Jersey without regard to the principles of
conflict of laws. The parties further agree that any action between them shall
be heard exclusively in Xxxxxx County, New Jersey, and expressly consent to the
jurisdiction and venue of the Superior Court of New Jersey, sitting in Xxxxxx
County, New Jersey and the United States District Court of New Jersey, sitting
in Newark, New Jersey, for the adjudication of any civil action asserted
pursuant to this paragraph.
4. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which shall constitute the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth above.
IPOINT MEDIA, LTD.
By:________________________________
Name:______________________________
Title:_____________________________
NEOMEDIA TECHNOLOGIES, INC.
By:________________________________
Name:______________________________
Title:_____________________________
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