NeoMedia Technologies, Inc (NEOM)

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Form 8-K for NEOMEDIA TECHNOLOGIES INC


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8-Feb-2008

Entry into a Material Definitive Agreement, Completion of Acquisition o



Item 1.01. Entry Into a Material Definitive Agreement
On January 28, 2008, NeoMedia Technologies, Inc., a Delaware corporation (the "Company") entered into that certain Share Purchase and Transfer Agreement (the "SPTA") with Bernd Michael, an individual residing at Am Hövel 9, 40667 Meerbusch, Germany (the "Purchaser" and together with the Company, the "Parties"), pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company, 491,716 shares of common stock of 12snap AG, a Germany corporation (the "Shares"), for $750,000 in cash. On February 4, 2008, the Parties completed such purchase and sale of the Shares. Pursuant to that certain Option Agreement, dated April 4, 2007, by and between the Parties, the Purchaser had granted to the Company an option to purchase the Shares and on January 3, 2008, the Company exercised such option. As required by the SPTA, the Parties executed an Arbitration Agreement (the "Arbitration Agreement"), of even date with the SPTA, whereby the Parties agreed to settle any dispute, controversy or claim arising from the SPTA pursuant to the terms thereof. Copies of the SPTA and the Arbitration Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively.