SECOND BRIDGE LOAN AGREEMENT
THIS
SECOND BRIDGE LOAN AGREEMENT (this "Agreement"), is dated as of
December 15,
2005, by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware
corporation
("NeoMedia"), and
MOBOT, INC., a Delaware corporation ("Mobot" and
together with NeoMedia, the "Parties" and each a "Party").
RECITALS:
WHEREAS,
the Parties
have entered
into a non-binding Letter of Intent
dated as of July 26, 2005 (the "LOI") pursuant to which the Parties have
agreed
to enter into good faith negotiations and use their best efforts to execute a
mutually agreeable,
definitive Merger
Agreement (the "Merger Agreement") under
which NeoMedia
will acquire Mobot by way of the merger of Mobot with a
subsidiary of NeoMedia;
WHEREAS,
NeoMedia has provided to Mobot and Mobot has received from
NeoMedia a bridge loan
in the amount of
$600,000 in the form
of a Promissory
Note, dated July 27, 2005 (the "Promissory Note"), and subsequent advances of
$200,000 and $200,000 governed by the terms of the Promissory Note;
and
WHEREAS,
NeoMedia desires to advance to Mobot and Mobot desires to
receive
from NeoMedia a second
bridge loan in an amount equal to Five Hundred Thousand
Dollars ($500,000) pursuant to the terms set forth herein and in
accordance with
certain terms set forth in the Promissory Note.
AGREEMENT:
NOW,
THEREFORE,
in consideration of
the mutual promises,
conditions and
covenants contained herein, and for other good and valuable
consideration,
the
receipt of which is hereby acknowledged, the Parties hereto agree
as follows:
1. ADVANCE
AMOUNT. NeoMedia will
deliver to Mobot, and Mobot will receive
from NeoMedia, an
amount equal to Five Hundred Thousand Dollars ($500,000) in
cash (the "Advance
Amount") within twenty four (24) hours of
the execution of
this Agreement.
2.
REPAYMENT OF ADVANCE
AMOUNT. The Advance Amount will be forgiven by
NeoMedia (a) upon the
closing of a merger
between the Parties,
or (b) in the
event that NeoMedia
terminates merger
discussions with Mobot prior to February
15, 2006 by providing
written notice of such termination to Mobot prior to such
date, or (c) in the
event that the
proposed merger fails to close prior to
February 15, 2006 (other than by reason of a Mobot Failure,
as defined
below).
If the proposed
merger fails to close prior to February
15, 2006 because
(a)
Mobot refuses to execute a Merger Agree
