Neomedia Technologies, Inc.
August
24, 2007
Neomedia
Technologies, Inc.
0000
Xxxxxx Xxxxxx, Xxxxx #000
Fort
Xxxxx, FL 33901
Attention: Xxxxxxx
Xxxxxxx
RE:
Repricing of All Existing Warrants
Dear
Xx.
Xxxxxx:
Please
accept this correspondence in order to memorialize our agreement (the
“Agreement”),
and
in lieu of a formal amendment and restatement, wherein effective as of the
date
this Agreement Neomedia Technologies, Inc. (the “Company”)
has
agreed to reduce the exercise price and the fixed conversion price of all of
the
warrants, convertible debentures and preferred stock (as the case may be) the
Company has issued to and which are currently held by YA Global Investments,
L.P. (formerly known as Cornell Capital Partners, LP) (“YA
Global”)
to
$0.02.
The
following warrants (the “Warrants”)
shall
be subject to this Agreement:
|
Warrant No.
|
Number of Shares
|
Date of Original
Issuance |
Date of Amendments,
if any
|
|||
|
CCP-002
|
50,000,000
|
March
30, 2005
|
August
23, 2006 and December 29, 2006
|
|||
|
CCP-001
|
20,000,000
|
February
17, 2006
|
August
23, 2006 and December 29, 2006
|
|||
|
CCP-002
|
25,000,000
|
February
17, 2006
|
August
23, 2006 and December 29, 2006
|
|||
|
CCP-003
|
30,000,000
|
February
17, 2006
|
August
23, 2006 and December 29, 2006
|
|||
|
CCP-001
|
25,000,000
|
August
23, 2006
|
December
29, 2006
|
|||
|
CCP-002
|
50,000,000
|
August
23, 2006
|
December
29, 2006
|
|||
|
CCP-003
|
50,000,000
|
August
23, 2006
|
December
29, 2006
|
|||
|
CCP-001
|
50,000,000
|
August
23, 2006
|
N/A
|
|||
|
CCP-001
|
42,000,000
|
December
29, 2006
|
N/A
|
|||
|
NEOM-4-1
|
125,000,000
|
March
27, 2007
|
N/A
|
The
following convertible debentures (the “Convertible
Debentures”)
shall
be subject to this Agreement:
|
Date
of Original Issuance
|
Principal Amount of
Convertible Debt
|
|||
|
August
24, 2006
|
$
|
5,000,000
|
||
|
December
29, 2006
|
$
|
2,500,000
|
||
|
March
27, 2007
|
$
|
7,500,000
|
||
The
following preferred stock (the “Preferred
Stock”)
shall
be subject to this Agreement:
|
Date
of Original Issuance
|
Class
of Preferred Stock
|
|
|
February 17,
2006 (issued pursuant to the Investment Agreement, dated February 17,
2006 by and between YA Global and the Company)
|
Series
C Convertible Preferred Stock
|
The
parties hereto acknowledge that this Agreement is executed and delivered to
YA
Global in lieu of formal amendments and restatements of the above mentioned
Warrants and Convertible Debentures and that this Agreement shall nonetheless
have the same effect as the execution and delivery of formal such amendments
and
restatements. Provided however in the event that YA Global shall require formal
amendments and restatements of the Warrants and/or Convertible Debentures the
Company shall execute any and all such agreements as maybe required by YA Global
in order to document the terms outlined herein.
| Very truly yours, | |
| NEOMEDIA TECHNOLOGIES, INC. | |
| By: |
/s/
Xxxxx Xxxxxx
|
| Name: |
Xxxxx
Xxxxxx
|
| Title: |
Interim
Chief Financial Officer
|
Acknowledged
and accepted on
on
August
24, 2007 by
| YA GLOBAL INVESTMENTS, L.P. | |
| By: |
Yorkville
Advisors, LLC
|
| Its: |
Investment
Manager
|
| By: |
/s/
Xxxx Xxxxxx
|
| Name: |
Xxxx
Xxxxxx
|
| Its: |
Portfolio
Manager
|
