WarrantNo.

 

August 24, 2007

Neomedia Technologies, Inc.

2201 Second Street, Suite #600

Fort Myers, FL 33901

Attention:  William Hoffman

RE: Repricing of All Existing Warrants

 

Dear Mr. Angelo:

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/ Scott Womble
Name:	Scott Womble
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/ Mark Angelo
Name:	Mark Angelo
Its:	Portfolio Manager