Exhibit 10.4
IRREVOCABLE TRANSFER AGENT
INSTRUCTIONS
March 27, 2007
|
Worldwide Stock
Transfer, LLC
|
|
885 Queen Anne
Road
|
|
Teaneck, NJ
07666
|
RE:
NEOMEDIA TECHNOLOGIES,
INC.
Reference is made to that certain Securities
Purchase Agreement (the “ Securities Purchase
Agreement ”) of even date herewith by and between
Neomedia Technologies, Inc., a Delaware corporation (the
“ Company ”), and the
Buyers set forth on Schedule I attached thereto (collectively
the “ Buyers ”). Pursuant to the Securities
Purchase Agreement, the Company shall sell to the Buyers, an the
Buyers shall purchase from the Company, convertible debentures
(collectively, the “ Debentures ”) in the
aggregate principal amount of Seven Million Four Hundred Fifty
Eight Thousand Six Hundred Fifty One Dollars ($7,458,651), plus
accrued interest, which are convertible into shares of the
Company’s common stock, par value $.001 per share (the
“ Common Stock ”), at the Buyers discretion. The
Company has also issued to the Buyer warrants to purchase up to
125,000,000 shares of Common Stock, at the Buyer’s discretion
(the “ Warrant ”). These instructions relate to
the following stock or proposed stock issuances or
transfers:
|
|
|
Shares of
Common Stock to be issued to the Buyers upon conversion of the
Debentures (“ Conversion Shares ”).
|
|
|
|
Up to
125,000,000 shares of Common Stock to be issued to the Buyers upon
exercise of the Warrant (the “ Warrant Shares
”).
|
This letter shall serve as our irrevocable
authorization and direction to Worldwide Stock Transfer, Inc. (the
“ Transfer Agent ”) to do the
following:
|
|
|
Conversion
Shares and Warrant Shares .
|
|
|
|
Instructions Applicable to Transfer
Agent . With respect to
the Conversion Shares, and Warrant Shares, the Transfer Agent shall
issue the Conversion Shares and Warrant Shares to the Buyers from
time to time upon delivery to the Transfer Agent of a properly
completed and duly executed Conversion Notice (the “
Conversion Notice ”) in the form attached as Exhibit A
to the Debentures, or a properly completed and duly executed
Exercise Notice (the “ Exercise Notice ”) in the
form attached as Exhibit A to the Warrant, delivered to the
Transfer Agent by the David Gonzalez, Esq. (the “ Escrow
Agent ”) on behalf of the Company. Upon receipt of a
Conversion Notice or an Exercise Notice, the Transfer Agent shall
within three (3) Trading Days thereafter (i) issue and surrender to
a common carrier for overnight delivery to the address as specified
in the Conversion Notice or the Exercise Notice, a certificate,
registered in the name of the Buyer or its designees, for the
number of shares of Common Stock to which the Buyer shall be
entitled as set forth in the Conversion Notice or Exercise Notice
or (ii) provided the Transfer Agent is participating in The
Depository Trust Company (“ DTC ”) Fast
Automated Securities Transfer Program, upon the request of the
Buyers, credit such aggregate number of shares of Common Stock to
which the Buyers shall be entitled to the Buyer’s or their
designees’ balance account with DTC through its Deposit
Withdrawal At Custodian (“ DWAC ”) system
provided the Buyer causes its bank or broker to initiate the DWAC
transaction. For purposes hereof “ Trading Day
” shall mean any day on which the Nasdaq
Market is open for customary trading.
|
|
|
|
The Company
hereby confirms to the Transfer Agent and the Buyer that
certificates representing the Conversion Shares and the Warrant
Shares shall not bear any legend restricting transfer and should
not be subject to any stop-transfer restrictions and shall
otherwise be freely transferable on the books and records of the
Company; provided that counsel to the Company delivers (i)
the Notice of Effectiveness set forth in Exhibit I attached
hereto and (ii) an opinion of counsel in the form set forth in
Exhibit II attached hereto, and that if the Conversion
Shares, Warrant Shares and the Interest Shares are not registered
for sale under the Securities Act of 1933, as amended, then the
certificates for the Conversion Shares, Warrant Shares and Interest
Shares shall bear the following legend:
|
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE 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,
|
