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$48	Preview Subscribers	2003	Equity Line of Credit Agreement Equity Line of Credit Agreement (79K) Doc #184092: Click preview link for longer preview. EQUITY LINE OF CREDIT AGREEMENT AGREEMENT dated as of the 11th day of February 2003 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NEOMEDIA TECHNOLOGIES INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Ten Million ($10,000,000) Dollars of the Company's common stock, par value $0.01 per share (the "Common Stock"); and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the regulations promulgated there under (the "Securities Act"), and or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. WHEREAS, the Company has engaged Westrock Advisors, Inc. to act as the Company's exclusive placement agent in connection with the sale of the Company's Common Stock to the Investor hereunder. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I. CERTAIN DEFINITIONS Section 1.1. "Advance" shall mean the portion of the Commitment Amount requested by the Company in the Advance Notice. Section 1.2. "Advance Date" shall mean the date Butler Gonzalez LLP/Wachovia N.A. Escrow Account is in receipt of the funds from the Investor and Butler Gonzalez LLP, as the Investor's Counsel, is in possession of free trading shares from the Company and therefore an Advance by the Investor to the Company can be made and Butler Gonzalez LLP can release the free trading shares to the Investor. No Advance Date shall be less than six (6) Trading Days after an Advance Notice Date. Section 1.3. "Advance Notice" shall mean a written notice to the Investor setting forth the Advance amount that the Company requests from the Investor and the Advance Date. Section 1.4. "Advance Notice Date" shall mean each date the Company delivers to the Investor an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement. No Advance Notice Date shall be less than seven (7) Trading Days after the prior Advance Notice Date. Section 1.5. "Bid Price" shall mean, on any date, the closing bid price (as reported by Bloomberg L.P.) of the Common Stock on the Principal Market or if the Common Stock is not traded on a Principal Market, the highest reported bid price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc. Section 1.6. "Closing" shall mean one of the closings of a purchase and sale of Common Stock pursuant to Section 2.3. Section 1.7. "Commitment Amount" shall mean the aggregate amount of up to Ten Million Dollars ($10,000,000) which the Investor has agreed to provide to the Company in order to purchase the Company's Common Stock pursuant to the terms and conditions of this Agreement, provided that the Company shall not request an Advance if the issuance of the full number of shares of Common Stock issuable in connection with such Advance would result in a violation of the Listing Qualifications of the National Association of Securities Dealers, Inc Market 10.80-1 {PAGE} Place Rules (or any similar applicable section) unless the necessary shareholder approval or consent has been received prior to such request. Section 1.8. "Commitment Period" shall mean the period commencing on the earlier to occur of (i) the Effective Date, or (ii) such earlier date as the Company and the Investor may mutually agree in writing, and expiring on the earliest to occur of (x) the date on which the Investor shall have made payment of Advances pursuant to this Agreement in the aggregate amount of Ten Million Dollars ($10,000,000), (y) the date this Agreement is terminated pursuant to Section 2.5, or (z) the date occurring twenty four (24) months after the Effective Date. Section 1.9. "Common Stock" shall mean the Company's common stock, par value $0.01 per share. Section 1.10. "Condition Satisfaction Date" shall have the meaning set forth in Section 7.2. Section 1.11. "Damages" shall mean any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation). Section 1.12. "Effective Date" shall mean the date on which the SEC first declares effective a Registration Statement registering the resale of the Registrable Securities as set forth in Section 7.2(a). Section 1.13. "Escrow Agreement" shall mean the escrow agreement among the Company, the Investor, the Investor's Counsel and Wachovia N.A. dated the date hereof. Section 1.14. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under. Section 1.15. "Material Adverse Effect" shall mean any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement or the Registration Rights Agreement in any material respect. Section 1.16. "Market Price" shall mean the lowest closing Bid Price of the Common Stock during the Pricing Period. Section 1.17. "Maximum Advance Amount" shall be equal up to One Hundred Fifty Thousand Dollars ($150,000.00) per Advance Notice. Section 1.18 "NASD" shall mean the National Association of Securities Dealers, Inc. Section 1.19 "Person" shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Section 1.20 "Placement Agent" shall mean Westrock Advisors, Inc. a registered broker-dealer. Section 1.21 "Pricing Period" shall mean the five (5) consecutive Trading Days after the Advance Notice Date. Section 1.22 "Principal Market" shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the American Stock Exchange, the OTC Bulletin Board or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. Section 1.23 "Purchase Price" shall be set at ninety eight percent (98%) of the Market Price during the Pricing Period. Section 1.24 "Registrable Securities" shall mean the shares of Common Stock (i) in respect of which the Registration Statement has not been declared effective by the SEC, (ii) which have not been sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") or (iii) which have not been otherwise transferred to a holder who may trade such shares without restriction under the 184092	NeoMedia NeoMedia Technologies, Inc. ( Software & Programming ) As referenced in this Equity Line of Credit Agreement: NEOMEDIA TECHNOLOGIES INC. – 80 EQUITY LINE OF CREDIT AGREEMENT AGREEMENT dated as of the 11th day of February 2003 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NEOMEDIA TECHNOLOGIES INC. , a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained _____________ NeoMedia Technologies Inc. – overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company, to: NeoMedia Technologies Inc. 2201 Second Street - Suite 300 Fort Myers, FL 33901 Attention: Charles T. Jensen President & Chief Operating Officer Telephone: (941) 337-3434 Facsimile: (941) 337-3668 If to the Investor( _____________ NEOMEDIA TECHNOLOGIES INC. – WITNESS WHEREOF, the parties hereto have caused this Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. COMPANY: NEOMEDIA TECHNOLOGIES INC. By: /s/ Charles T. Jensen ------------------------ Name: Charles T. Jensen Title: President & Chief Operating Officer INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark _____________ NEOMEDIA TECHNOLOGIES INC. – INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo ------------------------ Name: Mark Angelo Title: Portfolio Manager 10.80-18 {PAGE} SCHEDULED 2.6(A) NEOMEDIA TECHNOLOGIES INC. The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Equity Line of Credit Agreement dated ________________ between NeoMedia _____________ NeoMedia Technologies Inc. – TECHNOLOGIES INC. The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Equity Line of Credit Agreement dated ________________ between NeoMedia Technologies Inc. (the "Company"), and Cornell Capital Partners, LP, (the "Investor") (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the _____________ dt 1543049 ; NeoMedia NeoMedia Technologies, Inc. ( Software & Programming ) ; DTC Depository Trust Co. ( Financial ) As referenced in this Equity Line of Credit Agreement: Depository Trust Company – shares of the Company's Common Stock to the Investor's balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, in an amount equal to the amount dt 48974 ;	Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Equity Line of Credit Agreement: Kirkpatrick & Lockhart – paid the fees, expenses, and disbursements of the Investor or the Investor's counsel or Kirkpatrick & Lockhart LLP, in accordance with Section 12.4, the amount of such fees, expenses, and disbursements Kirkpatrick & Lockhart – Five Hundred Dollars ($500) for legal, administrative and escrow fees and any outstanding fees of Kirkpatrick & Lockhart LLP directly out of the proceeds of any Advances hereunder. (b) Commitment Fees. (i) On dt 37961 ; Cornell Capital Partners, LP
$55	Preview Subscribers	2003	Equity Line of Credit Agreement Equity Line of Credit Agreement (79K) Doc #184100: Click preview link for longer preview. EQUITY LINE OF CREDIT AGREEMENT AGREEMENT dated as of the 11th day of February 2003 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NEOMEDIA TECHNOLOGIES INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Ten Million ($10,000,000) Dollars of the Company's common stock, par value $0.01 per share (the "Common Stock"); and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the regulations promulgated there under (the "Securities Act"), and or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. WHEREAS, the Company has engaged Westrock Advisors, Inc. to act as the Company's exclusive placement agent in connection with the sale of the Company's Common Stock to the Investor hereunder. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I. CERTAIN DEFINITIONS Section 1.1. "Advance" shall mean the portion of the Commitment Amount requested by the Company in the Advance Notice. Section 1.2. "Advance Date" shall mean the date Butler Gonzalez LLP/Wachovia N.A. Escrow Account is in receipt of the funds from the Investor and Butler Gonzalez LLP, as the Investor's Counsel, is in possession of free trading shares from the Company and therefore an Advance by the Investor to the Company can be made and Butler Gonzalez LLP can release the free trading shares to the Investor. No Advance Date shall be less than six (6) Trading Days after an Advance Notice Date. Section 1.3. "Advance Notice" shall mean a written notice to the Investor setting forth the Advance amount that the Company requests from the Investor and the Advance Date. Section 1.4. "Advance Notice Date" shall mean each date the Company delivers to the Investor an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement. No Advance Notice Date shall be less than seven (7) Trading Days after the prior Advance Notice Date. Section 1.5. "Bid Price" shall mean, on any date, the closing bid price (as reported by Bloomberg L.P.) of the Common Stock on the Principal Market or if the Common Stock is not traded on a Principal Market, the highest reported bid price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc. Section 1.6. "Closing" shall mean one of the closings of a purchase and sale of Common Stock pursuant to Section 2.3. Section 1.7. "Commitment Amount" shall mean the aggregate amount of up to Ten Million Dollars ($10,000,000) which the Investor has agreed to provide to the Company in order to purchase the Company's Common Stock pursuant to the terms and conditions of this Agreement, provided that the Company shall not request an Advance if the issuance of the full number of shares of Common Stock issuable in connection with such Advance would result in a violation of the Listing Qualifications of the National Association of Securities Dealers, Inc Market 10.80-1 {PAGE} Place Rules (or any similar applicable section) unless the necessary shareholder approval or consent has been received prior to such request. Section 1.8. "Commitment Period" shall mean the period commencing on the earlier to occur of (i) the Effective Date, or (ii) such earlier date as the Company and the Investor may mutually agree in writing, and expiring on the earliest to occur of (x) the date on which the Investor shall have made payment of Advances pursuant to this Agreement in the aggregate amount of Ten Million Dollars ($10,000,000), (y) the date this Agreement is terminated pursuant to Section 2.5, or (z) the date occurring twenty four (24) months after the Effective Date. Section 1.9. "Common Stock" shall mean the Company's common stock, par value $0.01 per share. Section 1.10. "Condition Satisfaction Date" shall have the meaning set forth in Section 7.2. Section 1.11. "Damages" shall mean any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation). Section 1.12. "Effective Date" shall mean the date on which the SEC first declares effective a Registration Statement registering the resale of the Registrable Securities as set forth in Section 7.2(a). Section 1.13. "Escrow Agreement" shall mean the escrow agreement among the Company, the Investor, the Investor's Counsel and Wachovia N.A. dated the date hereof. Section 1.14. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under. Section 1.15. "Material Adverse Effect" shall mean any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement or the Registration Rights Agreement in any material respect. Section 1.16. "Market Price" shall mean the lowest closing Bid Price of the Common Stock during the Pricing Period. Section 1.17. "Maximum Advance Amount" shall be equal up to One Hundred Fifty Thousand Dollars ($150,000.00) per Advance Notice. Section 1.18 "NASD" shall mean the National Association of Securities Dealers, Inc. Section 1.19 "Person" shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Section 1.20 "Placement Agent" shall mean Westrock Advisors, Inc. a registered broker-dealer. Section 1.21 "Pricing Period" shall mean the five (5) consecutive Trading Days after the Advance Notice Date. Section 1.22 "Principal Market" shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the American Stock Exchange, the OTC Bulletin Board or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. Section 1.23 "Purchase Price" shall be set at ninety eight percent (98%) of the Market Price during the Pricing Period. Section 1.24 "Registrable Securities" shall mean the shares of Common Stock (i) in respect of which the Registration Statement has not been declared effective by the SEC, (ii) which have not been sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") or (iii) which have not been otherwise transferred to a holder who may trade such shares without restriction under the 184100	NeoMedia NeoMedia Technologies, Inc. ( Software & Programming ) As referenced in this Equity Line of Credit Agreement: NEOMEDIA TECHNOLOGIES INC. – 80 EQUITY LINE OF CREDIT AGREEMENT AGREEMENT dated as of the 11th day of February 2003 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NEOMEDIA TECHNOLOGIES INC. , a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained _____________ NeoMedia Technologies Inc. – overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company, to: NeoMedia Technologies Inc. 2201 Second Street - Suite 300 Fort Myers, FL 33901 Attention: Charles T. Jensen President & Chief Operating Officer Telephone: (941) 337-3434 Facsimile: (941) 337-3668 If to the Investor( _____________ NEOMEDIA TECHNOLOGIES INC. – WITNESS WHEREOF, the parties hereto have caused this Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. COMPANY: NEOMEDIA TECHNOLOGIES INC. By: /s/ Charles T. Jensen ------------------------ Name: Charles T. Jensen Title: President & Chief Operating Officer INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark _____________ NEOMEDIA TECHNOLOGIES INC. – INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo ------------------------ Name: Mark Angelo Title: Portfolio Manager 10.80-18 {PAGE} SCHEDULED 2.6(A) NEOMEDIA TECHNOLOGIES INC. The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Equity Line of Credit Agreement dated ________________ between NeoMedia _____________ NeoMedia Technologies Inc. – TECHNOLOGIES INC. The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Equity Line of Credit Agreement dated ________________ between NeoMedia Technologies Inc. (the "Company"), and Cornell Capital Partners, LP, (the "Investor") (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the _____________ dt 1543050 ; NeoMedia NeoMedia Technologies, Inc. ( Software & Programming ) ; DTC Depository Trust Co. ( Financial ) As referenced in this Equity Line of Credit Agreement: Depository Trust Company – shares of the Company's Common Stock to the Investor's balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, in an amount equal to the amount dt 48977 ;	Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Equity Line of Credit Agreement: Kirkpatrick & Lockhart – paid the fees, expenses, and disbursements of the Investor or the Investor's counsel or Kirkpatrick & Lockhart LLP, in accordance with Section 12.4, the amount of such fees, expenses, and disbursements Kirkpatrick & Lockhart – Five Hundred Dollars ($500) for legal, administrative and escrow fees and any outstanding fees of Kirkpatrick & Lockhart LLP directly out of the proceeds of any Advances hereunder. (b) Commitment Fees. (i) On dt 37967 ; Cornell Capital Partners, LP
$48	Preview Subscribers	2003	Equity Line of Credit Agreement Equity Line of Credit Agreement (85K) Doc #184105: Click preview link for longer preview. EQUITY LINE OF CREDIT AGREEMENT ------------------------------- AGREEMENT dated as of the February 11, 2003 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and IVOICE, INC., a corporation organized and existing under the laws of the State of Delaware (the "COMPANY"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Five Million ($5,000,000) Dollars of the Company's Class A common stock, par value $0.001 per share (the "COMMON Stock"); and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("REGULATION D") of the Securities Act of 1933, as amended, and the regulations promulgated there under (the "SECURITIES ACT"), and or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. WHEREAS, the Company has engaged Westrock Advisors, Inc. to act as the Company's exclusive placement agent in connection with the sale of the Company's Common Stock to the Investor hereunder. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I. CERTAIN DEFINITIONS Section 1.1. "ADVANCE" shall mean the portion of the Commitment Amount requested by the Company in the Advance Notice. Section 1.2. "ADVANCE DATE" shall mean the date Butler Gonzalez LLP/Wachovia Escrow Account is in receipt of the funds from the Investor and Butler Gonzalez LLP, as the Investor's Counsel, is in possession of free trading shares from the Company and therefore an Advance by the Investor to the Company can be made and Butler Gonzalez LLP can release the free trading shares to the Investor. No Advance Date shall be less than six (6) Trading Days after an Advance Notice Date. Section 1.3. "ADVANCE NOTICE" shall mean a written notice to the Investor setting forth the Advance amount that the Company requests from the Investor and the Advance Date. Section 1.4. "ADVANCE NOTICE DATE" shall mean each date the Company delivers to the Investor an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement. No Advance Notice Date shall be less than seven (7) Trading Days after the prior Advance Notice Date. 1 {PAGE} Section 1.5. "BID PRICE" shall mean, on any date, the closing bid price (as reported by Bloomberg L.P.) of the Common Stock on the Principal Market or if the Common Stock is not traded on a Principal Market, the highest reported bid price for the Common Stock, as furnished by the National Association of Securities Dealers, Inc. Section 1.6. "CLOSING" shall mean one of the closings of a purchase and sale of Common Stock pursuant to Section 2.3. Section 1.7. "COMMITMENT AMOUNT" shall mean the aggregate amount of up to Five Million Dollars ($5,000,000) which the Investor has agreed to provide to the Company in order to purchase the Company's Common Stock pursuant to the terms and conditions of this Agreement. Section 1.8. "COMMITMENT PERIOD" shall mean the period commencing on the earlier to occur of (i) the Effective Date, or (ii) such earlier date as the Company and the Investor may mutually agree in writing, and expiring on the earliest to occur of (x) the date on which the Investor shall have made payment of Advances pursuant to this Agreement in the aggregate amount of Five Million Dollars ($5,000,000), (y) the date this Agreement is terminated pursuant to Section 2.5, or (z) the date occurring twenty-four (24) months after the Effective Date. Section 1.9. "COMMON STOCK" shall mean the Company's Class A common stock, par value $0.001 per share. Section 1.10. "CONDITION SATISFACTION DATE" shall have the meaning set forth in Section 7.2. Section 1.11. "DAMAGES" shall mean any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation). Section 1.12. "EFFECTIVE DATE" shall mean the date on which the SEC first declares effective a Registration Statement registering the resale of the Registrable Securities as set forth in Section 7.2(a). Section 1.13. "ESCROW AGREEMENT" shall mean the escrow agreement among the Company, the Investor, the Investor's Counsel and Wachovia, N.A. dated the date hereof. Section 1.14. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under. Section 1.15. "MATERIAL ADVERSE EFFECT" shall mean any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement or the Registration Rights Agreement in any material respect. Section 1.16. "MARKET PRICE" shall mean the lowest closing Bid Price of the Common Stock during the Pricing Period. 184105	iVoice iVoice, Inc. ( Software & Programming ) As referenced in this Equity Line of Credit Agreement: IVOICE, INC. – EXHIBIT 10.15 ------------- EQUITY LINE OF CREDIT AGREEMENT ------------------------------- AGREEMENT dated as of the February 11, 2003 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and IVOICE, INC. , a corporation organized and existing under the laws of the State of Delaware (the "COMPANY"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained _____________ Ivoice, Inc. – overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company, to: Ivoice, Inc. Attention: Jerome R. Mahoney, CEO 750 Highway 34 Matawan, NJ 07747 Telephone: (732) 441-7700 Facsimile: (732) 441-9895 21 {PAGE} With a copy to: Kirkpatrick & Lockhart, LLP 201 _____________ IVOICE, INC. – WITNESS WHEREOF, the parties hereto have caused this Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. COMPANY: IVOICE, INC. By:/s/ Jerome R. Mahoney ------------------------ Name: Jerome R. Mahoney Title: President and CEO INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo ------------------------ _____________ IVOICE, INC. – INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo ------------------------ Name: Mark Angelo Title: Portfolio Manager 24 {PAGE} EXHIBIT A --------- ADVANCE NOTICE/COMPLIANCE CERTIFICATE ------------------------------------- IVOICE, INC. ------------ The undersigned, ________________________________ hereby certifies, with respect to the sale of shares of Common Stock of IVOICE, INC. (the "COMPANY"), issuable in connection with this Advance Notice and Compliance _____________ IVOICE, INC. – Angelo Title: Portfolio Manager 24 {PAGE} EXHIBIT A --------- ADVANCE NOTICE/COMPLIANCE CERTIFICATE ------------------------------------- IVOICE, INC. ------------ The undersigned, ________________________________ hereby certifies, with respect to the sale of shares of Common Stock of IVOICE, INC. (the "COMPANY"), issuable in connection with this Advance Notice and Compliance Certificate dated ___________________ (the "NOTICE"), delivered pursuant to the Equity Line of Credit Agreement (the "AGREEMENT"), as follows: _____________ dt 1469865 ; iVoice iVoice, Inc. ( Software & Programming ) As referenced in this Equity Line of Credit Agreement: IVOICE, INC. – EXHIBIT 10.15 ------------- EQUITY LINE OF CREDIT AGREEMENT ------------------------------- AGREEMENT dated as of the February 11, 2003 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and IVOICE, INC. , a corporation organized and existing under the laws of the State of Delaware (the "COMPANY"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained _____________ Ivoice, Inc. – overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company, to: Ivoice, Inc. Attention: Jerome R. Mahoney, CEO 750 Highway 34 Matawan, NJ 07747 Telephone: (732) 441-7700 Facsimile: (732) 441-9895 21 {PAGE} With a copy to: Kirkpatrick & Lockhart, LLP 201 _____________ IVOICE, INC. – WITNESS WHEREOF, the parties hereto have caused this Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. COMPANY: IVOICE, INC. By:/s/ Jerome R. Mahoney ------------------------ Name: Jerome R. Mahoney Title: President and CEO INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo ------------------------ _____________ IVOICE, INC. – INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo ------------------------ Name: Mark Angelo Title: Portfolio Manager 24 {PAGE} EXHIBIT A --------- ADVANCE NOTICE/COMPLIANCE CERTIFICATE ------------------------------------- IVOICE, INC. ------------ The undersigned, ________________________________ hereby certifies, with respect to the sale of shares of Common Stock of IVOICE, INC. (the "COMPANY"), issuable in connection with this Advance Notice and Compliance _____________ IVOICE, INC. – Angelo Title: Portfolio Manager 24 {PAGE} EXHIBIT A --------- ADVANCE NOTICE/COMPLIANCE CERTIFICATE ------------------------------------- IVOICE, INC. ------------ The undersigned, ________________________________ hereby certifies, with respect to the sale of shares of Common Stock of IVOICE, INC. (the "COMPANY"), issuable in connection with this Advance Notice and Compliance Certificate dated ___________________ (the "NOTICE"), delivered pursuant to the Equity Line of Credit Agreement (the "AGREEMENT"), as follows: _____________ dt 1462785 ; Kirkpatrick Kirkpatrick & Lockhart ( Legal ) As referenced in this Equity Line of Credit Agreement: Kirkpatrick & Lockhart – not paid the fees, expenses, and disbursements of the Investor, the Investor's counsel or Kirkpatrick & Lockhart LLP in accordance with Section 12.4, the amount of such fees, expenses, and disbursements Kirkpatrick & Lockhart – Principal Market Section 4.24. OPINION OF COUNSEL. Investor shall receive an opinion letter from Kirkpatrick & Lockhart LLP, counsel to the Company (updated where applicable) on the date hereof. Section 4. Kirkpatrick & Lockhart, – 07747 Telephone: (732) 441-7700 Facsimile: (732) 441-9895 21 {PAGE} With a copy to: Kirkpatrick & Lockhart, LLP 201 South Biscayne Boulevard - Suite 2000 Miami, FL 33131-2399 Attention: Clayton E. dt 37968 ;	Cornell Capital Partners, LP; Ivoice com Inc /de
$47	Preview Subscribers	2000	Private Equity Line of Credit Agreement Private Equity Line of Credit Agreement (88K) Doc #1130424: Click preview link for longer preview. PRIVATE EQUITY LINE OF CREDIT AGREEMENT BETWEEN EUSTON INVESTMENTS HOLDINGS LIMITED AND FOCUS ENHANCEMENTS, INC. PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of July 28, 2000 (the "Agreement"), between Euston Investments Holdings Limited, a British Virgin Islands corporation (the "Investor") and FOCUS Enhancements, Inc., a corporation organized and existing under the laws of the State of Delaware (the . . . 1130424	FOCUS FOCUS Enhancements, Inc. ( Software & Programming ) As referenced in this Private Equity Line of Credit Agreement: FOCUS ENHANCEMENTS, INC. – lt;DESCRIPTION>PRIVATE EQUITY LINE OF CREDIT AGREEMENT <TEXT> <PAGE> Exhibit 10.8 PRIVATE EQUITY LINE OF CREDIT AGREEMENT BETWEEN EUSTON INVESTMENTS HOLDINGS LIMITED AND FOCUS ENHANCEMENTS, INC. PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of July 28, 2000 (the "Agreement"), between Euston Investments Holdings Limited, a British Virgin Islands corporation (the "Investor") and FOCUS Enhancements, _____________ FOCUS Enhancements, Inc. – FOCUS ENHANCEMENTS, INC. PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of July 28, 2000 (the "Agreement"), between Euston Investments Holdings Limited, a British Virgin Islands corporation (the "Investor") and FOCUS Enhancements, Inc. , a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained _____________ FOCUS Enhancements, Inc. – by reputable courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: If to FOCUS Enhancements, Inc. : 600 Research Drive Wilmington, MA 01887 Attention: Christopher Ricci Telephone: (978) 988-5888 Facsimile: (978) 661-0160 if to the Investor: Euston Investments Holdings Limited c/o Dr. Batliner & _____________ FOCUS Enhancements, Inc. – WITNESS WHEREOF, the parties hereto have caused this Private Equity Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of this day of July, 2000. --- FOCUS Enhancements, Inc. By: --------------------------- Brett A. Moyer, Executive Vice President & Chief Operating Officer Euston Investments Holdings Limited By: ---------------------------- Hans Gassner, Director 25 </TEXT> </DOCUMENT> _____________ dt 1461909 ; FOCUS FOCUS Enhancements, Inc. ( Software & Programming ) As referenced in this Private Equity Line of Credit Agreement: FOCUS ENHANCEMENTS, INC. – lt;DESCRIPTION>PRIVATE EQUITY LINE OF CREDIT AGREEMENT <TEXT> <PAGE> Exhibit 10.8 PRIVATE EQUITY LINE OF CREDIT AGREEMENT BETWEEN EUSTON INVESTMENTS HOLDINGS LIMITED AND FOCUS ENHANCEMENTS, INC. PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of July 28, 2000 (the "Agreement"), between Euston Investments Holdings Limited, a British Virgin Islands corporation (the "Investor") and FOCUS Enhancements, _____________ FOCUS Enhancements, Inc. – FOCUS ENHANCEMENTS, INC. PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of July 28, 2000 (the "Agreement"), between Euston Investments Holdings Limited, a British Virgin Islands corporation (the "Investor") and FOCUS Enhancements, Inc. , a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained _____________ FOCUS Enhancements, Inc. – by reputable courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: If to FOCUS Enhancements, Inc. : 600 Research Drive Wilmington, MA 01887 Attention: Christopher Ricci Telephone: (978) 988-5888 Facsimile: (978) 661-0160 if to the Investor: Euston Investments Holdings Limited c/o Dr. Batliner & _____________ FOCUS Enhancements, Inc. – WITNESS WHEREOF, the parties hereto have caused this Private Equity Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of this day of July, 2000. --- FOCUS Enhancements, Inc. By: --------------------------- Brett A. Moyer, Executive Vice President & Chief Operating Officer Euston Investments Holdings Limited By: ---------------------------- Hans Gassner, Director 25 </TEXT> </DOCUMENT> _____________ dt 1461964 ;	Epstein Becker Epstein Becker & Green ( Legal ) As referenced in this Private Equity Line of Credit Agreement: Epstein Becker – amp; Partners Aeulestrasse 74 FI-9490, Vaduz, Liechtenstein Attention: Hans Gassner Telephone: 011- Facsimile: 011-075-236-0405 with a copy to: Robert F. Charron, Esq. (shall not constitute notice) Epstein Becker & Green, P.C. 250 Park Avenue New York, New York Telephone: (212) 351-4500 Facsimile: (212) 661-0989 Either party hereto may from time to time change its _____________ dt 1335539
$42	Preview Subscribers	2000	Private Equity Line of Credit Agreement Private Equity Line of Credit Agreement (84K) Doc #1198751: Click preview link for longer preview. PRIVATE EQUITY LINE OF CREDIT AGREEMENT BETWEEN MEDIAX CORPORATION AND VILLABEACH INVESTMENTS LIMITED PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of April 26, 2000 (the "Agreement"), between Villabeach Investments Limited, a British Virgin Islands corporation (the "Investor") and MediaX Corporation, a corporation organized and existing under the laws of the State of Nevada (the "Company"). . . . 1198751	MediaX MediaX Corp. ( Software & Programming )
$42	Subscribers	2004	Line of Credit Agreement Line of Credit Agreement (50K) Doc #1207531: This document is immediately available for purchase, but does not have a preview available for viewing. 1207531	Digital River Digital River, Inc. ( Software & Programming ) ;	Digital River Digital River, Inc. ( Software & Programming )