Re: Letter Agreement Re: Extension of Maturity Dates for Secured Convertible Debenture
March 27, 2009
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NeoMedia
Technologies, Inc.
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Two
Concourse Parkway, Suite 500
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Atlanta,
GA 30328
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Attention: Chief
Executive Officer
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Re:
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Letter Agreement Re:
Extension of Maturity Dates for Secured Convertible
Debenture
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Gentlemen:
Reference
is made to that certain Secured Convertible Debenture No. NEOM-4-1, dated March
27, 2007 issued by NeoMedia Technologies Inc. (the “Borrower”) to YA
Global Investments, L.P., formerly known as Cornell Capital Partners, LP (the
“Lender”), in
the original principal amount of $7,458.651 (as the same may be amended and in
effect, the “Debenture”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings set
forth in the Debenture.
The
Borrower has requested that the Lender agree to extend the maturity date of the
Debentures until July 29, 2010, and the Lender has agreed to do so, but only
upon the terms and conditions set forth herein. Accordingly, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Lender agree as follows:
1. Extension of Maturity
Dates. The “Maturity Date” of the Debentures are hereby
extended to July 29, 2010. The Borrower acknowledges and agrees that this
extension (a) is a one-time extension for the specific period indicated, and (b)
shall not be deemed to constitute (i) an agreement to provide any further
extension of the Maturity Dates of the Debentures, or (ii) a waiver of any
existing Events of Default, whether known or unknown, or of any the provisions
of the Debentures or any other Transaction Documents.
2. Ratification. The
Borrower hereby acknowledges, confirms, and agrees that, except as specifically
modified herein, the Debentures and all other documents related to any of the
foregoing or executed in connection therewith remain in full force and effect,
and confirm and ratify each of the terms thereof.
[Remainder
of Page Intentionally Left Blank]
This letter agreement is executed under
seal as of the date set forth above.
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LENDER:
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YA
GLOBAL INVESTMENTS, L.P.
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By:
Yorkville Advisors, LLC
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Its: Investment
Manager
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By:
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/s/ Xxxxxx
Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Managing Partner
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ACCEPTED
AND AGREED:
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BORROWER:
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By:
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/s/ Xxxxxxx X.
Xxxx
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Name:
Xxxxxxx X. Xxxx
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Title:
Chief Financial
Officer
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