AMENDMENT TO “B” WARRANT NO.: CCP-002
AMENDMENT
TO “B” 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 February 17, 2006 a certain “B” warrant No.:
CCP-002 to purchase 25,000,000 shares of the Company’s Common Stock at an
exercise price of $0.40 (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 $0.40 to $0.15;
and
WHEREAS,
the
parties wish to amend the Warrant as set forth below.
NOW,
THEREFORE,
it is
agreed:
I. Amendments.
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A.
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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):
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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(g)
“Forced Exercise”: Section 2(g) of the Warrant is hereby deleted in its
entirety and the following language shall replace said Section
2(g):
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Section
2(g) “Forced Exercise”.
Provided that the shares issuable upon exercise this Warrant are registered
pursuant to an effective registration statement, the Company at its option
shall
have the right at any time commencing on the date hereof if the Company’s
Closing Bid Price as quoted by Bloomberg, LP is equal to or greater than
Fourteen Cents ($0.14) for ten (10) consecutive Trading Days, to on such tenth
(10th)
day
provide written notice to the Holder (the “Forced
Exercise Notice”)
providing the Holder twenty (20) calendar days from the day following receipt
of
the Forced Exercise Notice, to exercise this Warrant in whole at the then
applicable Exercise Price (“Forced
Exercise Period”).
Provided however in the event that the Closing Bid Price of the Company’s Common
Stock during the Forced Exercise Period is equal to or lower than the applicable
Warrant Exercise Price the Holder shall not be forced to exercise this Warrant,
in whole or in part, as provided for herein.
| C. |
The
following
language shall be inserted as Section
2(h):
|
Section
2(h) “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.
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| B. |
This
Amendment is
made pursuant to and in accordance with the terms and conditions
of the
Warrant.
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| C. |
All
capitalized but
not defined terms used herein shall have those meanings ascribed
to them
in the Warrant.
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|
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D.
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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 Amendment.
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[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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.
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COMPANY:
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NEOMEDIA
TECHNOLOGIES, INC.
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| By: | /s/ ▇▇▇▇▇ ▇. Dodge | |
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Name ▇▇▇▇▇
▇. Dodge
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Title: Chief
Financial Officer
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CORNELL
CAPITAL PARTNERS, LP
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| By: | Yorkville Advisors LLC | |
| Its: |
General
Partner
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| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
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Name ▇▇▇▇
▇▇▇▇▇▇
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Title: President
& Portfolio Manager
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