Unassociated Document


    NEOMEDIA
TECHNOLOGIES, INC.

    


    GLOBAL
WARRANT AMENDMENT

    


    May 28,
2010

    


    Reference
is made to those certain Warrants issued by NeoMedia Technologies Inc. (the
“Company”) to
YA Global Investments, L.P., (formerly known as Cornell Capital Partners, LP)
(the “Holder”)
listed on Exhibit A attached hereto (as may be amended or adjusted, the “Warrants”).

     

    Each
Warrant contains an ownership limitation provision on its first page that
restricts the Holder’s exercise of the Warrants to the extent that such exercise
would cause the aggregate number of shares of common stock beneficially owned by
the Holder and its affiliates to exceed 4.99% of the outstanding shares of
common stock of the Company following such exercise, provided
however, that such ownership limitation shall not apply within sixty days
of the expiration date of each Warrant.

     

    Due to
other ownership limitations contained in various documents and agreements
between the Company and the Holder that may conflict with the ownership
limitation provision of the Warrants, the Company and the Holder desire to
clarify and amend the ownership limitation provision of the Warrants as set
forth below.  Accordingly, the Company and the Holder hereby agree as
follows:

     

    1.           The
ownership limitation provision of each Warrant shall apply for the life of each
Warrant, including within sixty days of the expiration of the
Warrant.

     

    2.           The
ownership limitation provision of each Warrant shall be amended such that any
reference to “4.99%” shall hereinafter be changed to “9.99%.”

     

    3.           THIS
WARRANT AMENDMENT SHOULD BE ATTACHED TO EACH OF THE ORIGINAL WARRANT
CERTIFICATES


     

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    IN WITNESS WHEREOF, the
Company and the Holder have caused this Global Warrant Amendment to be signed by
their duly authorized officers.

    


    
      
        
          
            
              	 	
                      NEOMEDIA
      TECHNOLOGIES INC.

                    
	 	 
      	 
      
	 	
                      By:

                    	
                      /s/
      Michael W. Zima

                    
	 	 
      	
                      Name:
      Michael W. Zima

                    
	 	 
      	
                      Title:
      Chief Financial
Officer

                    


            

          

        

      

    

    


    
      
        	 
      	
                YA
      GLOBAL INVESTMENTS, L.P.

              
	 
      	
                By:

              	
                Yorkville
      Advisors, LLC

              
	 
      	
                Its:

              	
                Investment
      Manager

              


      

    

    


    
      
        
          
            	 
      	
                    By:

                  	
                    /s/
      Gerald Eicke

                  
	 
      	 
      	
                    Name:
      Gerald Eicke

                  
	 
      	 
      	
                    Title:
      Managing
Member

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    WARRANTS

     

    
      	
               
      

            	
              1.

            	
              “A”
      Warrant No. CCP-001 dated February 17, 2006 executed and delivered to the
      Lender by the Borrower granting the Lender the right to purchase
      20,000,000 shares of the Borrower’s common stock, as amended by that
      certain Amendment to “A” Warrant No. CCP-001 dated as of August 23, 2006
      entered into by and between the Borrower and the Lender, as further
      amended by that certain Amendment to “A” Warrant No.: CCP-001 dated
      December 29, 2006;

            


    

     

    
      	
               
      

            	
              2.

            	
              “B”
      Warrant No. CCP-002 dated February 17, 2006 executed and delivered to the
      Lender by the Borrower granting the Lender the right to purchase
      25,000,000 shares of the Borrower’s common stock, as amended by that
      certain Amendment to “B” Warrant No. CCP-002 dated as of August 23, 2006
      entered into by and between the Borrower and the Lender, as further
      amended by that certain Amendment to “B” Warrant No.: CCP-002 dated
      December 29, 2006;

            


    

     

    
      	
               
      

            	
              3.

            	
              “C”
      Warrant No. CCP-003 dated February 17, 2006 executed and delivered to the
      Lender by the Borrower granting the Lender the right to purchase
      30,000,000 shares of the Borrower’s common stock, as amended by that
      certain Amendment to “C” Warrant No. CCP-003 dated as of August 23, 2006
      entered into by and between the Borrower and the Lender, as further
      amended by that certain Amendment to “C” Warrant No.: CCP-003 dated
      December 29, 2006;

            


    

     

    
      	
               
      

            	
              4.

            	
              “A”
      Warrant No. CCP-001 dated August 23, 2006 executed and delivered to the
      Lender by the Borrower granting the Lender the right to purchase
      25,000,000 shares of the Borrower’s common stock, as amended by that
      certain Amendment to “A” Warrant No. CCP-001 dated as of December 29, 2006
      entered into by and between the Borrower and the
  Lender;

            


    

     

    
      	
               
      

            	
              5.

            	
              “B”
      Warrant No. CCP-001 dated August 23, 2006 executed and delivered to the
      Lender by the Borrower granting the Lender the right to purchase
      50,000,000 shares of the Borrower’s common stock, as amended by that
      certain Amendment to “B” Warrant No. CCP-001 dated as of December 29, 2006
      entered into by and between the Borrower and the
  Lender;

            


    

     

    
      	
               
      

            	
              6.

            	
              “C”
      Warrant No. CCP-001 dated August 23, 2006 executed and delivered to the
      Lender by the Borrower granting the Lender the right to purchase
      50,000,000 shares of the Borrower’s common stock, as amended by that
      certain Amendment to “C” Warrant No. CCP-001 dated as of December 29, 2006
      entered into by and between the Borrower and the
  Lender;

            


    

     

    
      	
               
      

            	
              7.

            	
              “D”
      Warrant No. CCP-001 dated August 23, 2006 executed and delivered to the
      Lender by the Borrower granting the Lender the right to purchase
      50,000,000 shares of the Borrower’s common
  stock;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              8.

            	
              “A”
      Warrant No. CCP-001 dated December 29, 2006 executed and delivered to the
      Lender by the Borrower granting the Lender the right to purchase
      42,000,000 shares of the Borrower’s common
  stock;

            


    

     

    
      	
               
      

            	
              9.

            	
              Warrant
      No. NEOM-4-1 dated March 27, 2007 executed and delivered to the Lender by
      the Borrower granting the Lender the right to purchase 125,000,000 shares
      of the Borrower’s common stock;

            


    

     

    
      	
               
      

            	
              10.

            	
              Warrant
      No. NEOM-1-1 dated August 24, 2007 executed and delivered to the Lender by
      the Borrower granting the Lender the right to purchase 75,000,000 shares
      of the Borrower’s common stock;

            


    

     

    
      	
               
      

            	
              11.

            	
              Warrant
      No. NEO-2008-2 dated May 16, 2008 executed and delivered to the Lender by
      the Borrower granting the Lender the right to purchase 7,500,000 shares of
      the Borrower’s common stock;

            


    

     

    
      	
               
      

            	
              12.

            	
              Warrant
      No. NEO-2008-3 dated May 29, 2008 executed and delivered to the Lender by
      the Borrower granting the Lender the right to purchase 50,000,000 shares
      of the Borrower’s common stock;

            


    

     

    
      	
               
      

            	
              13.

            	
              Warrant
      No. NEOM-9-1 dated July 29, 2008 executed and delivered to the Lender by
      the Borrower granting the Lender the right to purchase 100,000,000 shares
      of the Borrower’s common stock;

            


    

     

    
      	
               
      

            	
              14.

            	
              Warrant
      No. NEOM-9-1-B dated July 29, 2008 executed and delivered to the Lender by
      the Borrower granting the Lender the right to purchase 100,000,000 shares
      of the Borrower’s common stock, as amended by that certain Amendment to
      NeoMedia Technologies, Inc. Warrant No. NEOM-9-1B dated as of January 5,
      2010 entered into by and between the Borrower and the
    Lender;

            


    

     

    
      	
               
      

            	
              15.

            	
              Warrant
      No. NEOM-9-1-C dated July 29, 2008 executed and delivered to the Lender by
      the Borrower granting the Lender the right to purchase 125,000,000 shares
      of the Borrower’s common stock, as amended by that certain Amendment to
      NeoMedia Technologies, Inc. Warrant No. NEOM-9-1C dated as of January 5,
      2010 entered into by and between the Borrower and the
    Lender;

            


    

     

    
      	
               
      

            	
              16.

            	
              Warrant
      No. NEOM-9-1-D dated July 29, 2008 executed and delivered to the Lender by
      the Borrower granting the Lender the right to purchase 125,000,000 shares
      of the Borrower’s common stock, as amended by that certain Amendment to
      NeoMedia Technologies, Inc. Warrant No. NEOM-9-1D dated as of January 5,
      2010 entered into by and between the Borrower and the
    Lender;

            


    

     

    
      	
               
      

            	
              17.

            	
              Warrant
      No. NEOM-10-1 dated January 5, 2010 executed and delivered to the Lender
      by the Borrower granting the Lender the right to purchase 225,000,000
      shares of the Borrower’s common
stock;