Exhibit 10.10 PLEDGE SHARES ESCROW AGREEMENT

 

 

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").

 

 

WHEREAS, the Pledgor has granted to the Buyer a security interest in certain property of the Pledgor pursuant to the Security Agreement of even date herewith (the “Security Agreement”) including all of its shares of stock of its subsidiary 12Snap AG (the “Pledged Shares”);

 

WHEREAS, the parties to this Agreement desire to appoint DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”) to hold in escrow the Pledged Shares pursuant to the terms and conditions of this Agreement and the Security Agreement. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Security Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants, agreements, warranties, and representations herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

 

Pledge and Transfer of Pledged Shares. The Pledgor hereby grants to the Buyer an irrevocable, first priority security interest in the Pledged Shares as security for the Obligations as set forth in the Security Agreement. Within four (4) business days of the execution of this Agreement, the Pledgor shall deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates made out in favor of the Pledgor representing the Pledged Shares, together with duly executed stock powers or other appropriate transfer documents with medallion bank guarantees and executed in blank by each Pledgor (the “Transfer Documents”), and such stock certificates and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations (as defined in the Security Agreement).

 

 

 

 

 

 

 

 

 

Representations, Warranties and Covenants.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conflict Waiver. The Pledgor hereby acknowledges that the Escrow Agent is general counsel to the Buyer, a partner in the general partner of the Buyer, and counsel to the Buyer in connection with the transactions contemplated and referred herein. The Pledgor agrees that in the event of any dispute arising in connection with this Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Buyer and the Pledgor will not seek to disqualify such counsel and waives any objection Pledgor might have with respect to the Escrow Agent acting as the Escrow Agent pursuant to this Agreement.

 

 

 

If to the Pledgor, to:	Neomedia Technologies, Inc.
	2201 Second Street, Suite #600
	Fort Myers, FL 33901
	Attention: Charles T. Jensen, President
	Telephone:  ###-###-####
	Facsimile:  ###-###-####
With a copy to:	Kirkpatrick & Lockhart Preston Gates Ellis LLP
	201 South Biscayne Boulevard - Suite 2000
	Miami, FL 33131-2399
	Attention: Clayton E. Parker, Esq.
	Telephone:  ###-###-####
	Facsimile:  ###-###-####
If to the Buyer:	Cornell Capital Partners L.P.
	101 Hudson Street, Suite 3700
	Jersey City, NJ 07302
	Attention:  Mark A. Angelo
	Telephone:  ###-###-####
	Facsimile:   ###-###-####
With copy to:	Cornell Capital Partners, LP
	101 Hudson Street, Suite 3700
	Jersey City, NJ 07302
	Attention:  David Gonzalez, Esq.
	Telephone:  ###-###-####
	Facsimile:  ###-###-####

Any such notice shall be effective (a) when delivered, if delivered by hand delivery or overnight courier service, or (b) five (5) days after deposit in the United States mail, as applicable.

 

 

 

Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

 

 

Remedies Cumulative. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute, or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof.

 

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

 

No Penalties. No provision of this Agreement is to be interpreted as a penalty upon any party to this Agreement.

 

 

IN WITNESS WHEREOF, the Pledgor has caused this Pledge and Escrow Agreement to be executed by its respective duly authorized officer, as of the date first above written.

	NEOMEDIA TECHNOLOGIES, INC.
	By:	/s/ David A. Dodge
		Name: David A. Dodge
		Title: CFO

 

IN WITNESS WHEREOF, the undersigned acknowledge and agree to the terms and conditions of this Pledge and Escrow Agreement as of the date first above written.

	CORNELL CAPITAL PARTNERS, L.P.
	By:	Yorkville Advisors, LLC
	Its:	Investment Manager
	By:	/s/ Mark Angelo
		Name: Mark Angelo
		Title: Portfolio Manager

	ESCROW AGENT
	By:	/s/ David Gonzalez
		Name: David Gonzalez, Esq.