AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT (the "Amendment") is made and entered into effective as of
May 24, 2005, by and between the CORNELL CAPITAL PARTNERS, LP, a Delaware
Limited Partnership (the "Investor") and IPOINT MEDIA LTD., an Israeli
Corporation (the "Company").
WITNESSTH:
WHEREAS, the Company and the Investor entered into an Investment
Agreement, Registration Rights Agreement and Escrow Agreement dated October 12,
2004 (individually referred to as the "Investment Agreement", the "Registration
Rights Agreement", and the "Escrow Agreement", and collectively referred to as
the "Transaction Documents"); and
WHEREAS, the parties desire to amend the terms of Registration Rights
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants herein contained and in the Transaction Documents, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. The Registration Rights Agreement is hereby amended by deleting Section
2(a) in its entirety and inserting in lieu thereof the following:
"(a) The Company shall prepare and file, by June 15, 2005, with the
SEC, a registration statement on Form S-1 or SB-2 (or, if the Company is
then eligible, on Form S-3) under the 1933 Act registering the shares of
common stock that Neomedia Technologies, Inc. intends to distribute to its
stockholders (the "Spinoff Registration Statement"). Subject to the terms
and conditions of this Agreement, the Company shall prepare and file, no
later than ten (10) days after the SEC has declared the Spinoff
Registration Statement effective, but in no event later than September 30,
2005 (the "Scheduled Filing Deadline"), with the SEC, a registration
statement on Form S-1 or SB-2 (or, if the Company is then eligible, on
Form S-3) under the 1933 Act (the "Secondary Registration Statement") for
the registration for the resale by the Investor of the Registrable
Securities. The Company shall cause the Secondary Registration Statement
to remain effective until all of the Registrable Securities have been
sold."
2. The Registration Rights Agreement is hereby amended by deleting Section
2(b) in its entirety and inserting in lieu thereof the following:
"(b) Effectiveness of the Initial Registration Statement. The
Company shall use its best efforts (i) to have the Secondary Registration
Statement declared effective by the SEC no later than thirty (30) days
after the filing thereof (the "Scheduled Effective Deadline") and (ii) to
insure that the Secondary Registration Statement and any subsequent
Registration Statement remains in effect until all of the Registrable
Securities have been sold, subject to the terms and conditions of this
Agreement. It shall be an event of default hereunder if the Secondary
Registration Statement is not declared effective by the SEC within one
hundred fifty (150) days after filing of the Spinoff Registration
Statement."
3. The Investor hereby waives all rights to any penalties or damages that
have accrued to date pursuant to the Registration Rights Agreement.
4. Except as set forth hereinabove, all other terms and provisions of the
Transaction Documents shall remain in full force and effect.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year set above set forth.
COMPANY:
IPOINT MEDIA LTD.
By: /s/Muki Geller
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Name: Muki Geller
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Title: CEO
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INVESTOR:
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: /s/Mark Angelo
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Name: Mark Angelo
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Title: Portfolio Manager
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