AMENDMENT TO WARRANT NO.: CCP-002
AMENDMENT
TO WARRANT NO.: CCP-002
THIS
AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of August 24, 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,
the
parties wish to 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 Ten Cents ($0.10) or as subsequently adjusted as provided in Section 8
hereof.
| B. |
Section
2(a) “Forced Exercise”: Section 2(g) of the Warrant is hereby deleted in
its entirety and the following language shall replace said Section
2(g):
|
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 Twenty Cents ($0.20) 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.
| 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 Amendment.
|
[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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Name ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title: President
& Chief Executive Officer
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CORNELL
CAPITAL PARTNERS, LP
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By:
Yorkville Advisors LLC
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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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