AMENDMENT TO WARRANT NO.: CCP-002
AMENDMENT
TO WARRANT NO.: CCP-002
THIS AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of December 29, 2006, between NEOMEDIA
TECHNOLOGIES, INC., a
corporation organized and existing under the laws of the State of Delaware
(the
“Company”),
and
CORNELL
CAPITAL PARTNERS, LP a
Delaware limited partnership (the
“Holder”).
WHEREAS,
the
Company issued to the Holder on March 30, 2005 a certain warrant No.: CCP-002
to
purchase 50,000,000 shares of the Company’s Common Stock at an exercise price of
$0.20 (the “Warrant”);
and
WHEREAS,
on
August 24, 2006, the Company and the Holder entered into an amendment agreement
whereby the exercise price of the Warrant was lowered from $0.20 to $0.10;
and
WHEREAS,
the
parties wish to further amend the Warrant as set forth below.
NOW, THEREFORE,
it is
agreed:
| I. |
Amendments.
|
|
|
A.
|
|
Section
1(b)(xv) “Warrant
Exercise Price”:
Section 1(b)(xv) of the Warrant is hereby deleted in its entirety
and the
following language shall replace said Section
1(b)(xv):
|
Section
1(b)(xv) “Warrant
Exercise Price”
shall
be Four Cents ($0.04) or as subsequently adjusted as provided in Section 8
hereof.
| B. |
Section
2(a)
of the Warrant is hereby deleted in its entirety and the following
language shall replace said Section
2(a):
|
Section
2(a). If shares of the Company’s Common Stock underlying the Warrant are covered
by an effective registration statement and if the Closing Bid Price of the
Company’s Common Stock is above Fourteen Cents ($0.14) for five (5) consecutive
Trading Days, the Company may force conversion of this Warrant at an exercise
price as described in Section 1(b) (xv).
| C. |
The
following
language shall be inserted as Section
2(f):
|
Section
2(f) “Redemption”.
For a
period of six (6) months from the date hereof, and provided that the shares
underlying the Warrant are subject to an effective registration statement,
the
Company shall have the right to redeem the Warrant on a cashless basis at an
effective price of Twelve Cents ($0.12).
| II. |
Miscellaneous.
|
| A. |
Except
as provided
hereinabove, all of the terms and conditions contained in the Warrant
shall remain unchanged and in full force and
effect.
|
| B. |
This
Amendment is
made pursuant to and in accordance with the terms and conditions
of the
Warrant.
|
| C. |
All
capitalized but
not defined terms used herein shall have those meanings ascribed
to them
in the Warrant.
|
| D. |
All
provisions in the Warrant and any amendments, schedules or exhibits
thereto in conflict with this Amendment shall be and hereby are changed
to
conform to this mendment.
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.
|
COMPANY:
|
||
|
NEOMEDIA
TECHNOLOGIES, INC.
|
||
| |
|
|
| By: | /s/ Xxxxx X. Dodge | |
|
Name Xxxxx
X. Dodge
|
||
|
Title: Chief
Financial Officer
|
||
|
CORNELL
CAPITAL PARTNERS, LP
|
||
| By: | Yorkville Advisors LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
|
Name Xxxx
Xxxxxx
|
||
|
Title: President
& Portfolio Manager
|
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