NeuMedia,
Inc.
2000
Avenue of the Stars, Suite 410
Los
Angeles, California 90067
August
11, 2010
Guber
Family Trust
c/o Peter
Guber
4751
Wilshire Boulevard, 3rd Floor
Los
Angeles, California 90010
Attention:
Robert Ellin
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Re:
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Amendment to Warrant
Issued June 21, 2010
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Mr.
Guber:
Reference
is made to that certain Warrant to purchase common stock of NeuMedia, Inc. (the
“Company”)
issued on June 21, 2010 (the “Warrant”) to the
Guber Family Trust. (“Guber Family Trust”).
Capitalized terms used and not otherwise defined herein shall have their
respective meanings set forth in the Warrant.
At the
time of the issuance of the Warrant, the parties to the Warrant intended for the
Warrant to create the right to acquire 3,333,333 Shares. Due to a
mutual error in the calculation of the number of Shares for which the Warrant
was exercisable, the Warrant was initially issued to the Guber Family Trust
providing for the right to acquire 125,000 Shares.
The
parties to the Warrant have agreed to correct the Warrant by amending Section
1(a) of the Warrant as follows:
“(a) This
Warrant may be exercised for 3,333,333 Shares.”
Except as otherwise provided in this
Letter Agreement, the Warrant shall remain in full force and effect without
amendment or modification. The provisions of Section 14
(Miscellaneous) of the Warrant shall apply mutatis mutandis to this
letter agreement, and to the Warrant as modified by this letter agreement, taken
together as a single agreement, reflecting the terms therein as modified
hereby.
Except as expressly amended hereby, all
the terms, conditions, representations, warranties, covenants and provisions of
the Warrant shall remain in full force and effect in accordance with their
respective terms.
This letter agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
THE OFFER
AND SALE OF THE SECURITIES EVIDENCED BY THE WARRANT AND THIS LETTER AGREEMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”) OR QUALIFIED UNDER STATE SECURITIES LAWS, AND THEREFORE SUCH SECURITIES
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
EFFECTIVE QUALIFICATION THEREOF UNDER APPLICABLE STATE SECURITIES LAWS, OR IF
SUCH SALE, TRANSFER, ASSIGNMENT, HYPOTHECATION OR OTHER TRANSFER IS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE ACT AND THE QUALIFICATION REQUIREMENTS OF
THE RELEVANT STATE SECURITIES LAWS.
IN
WITNESS WHEREOF, the parties hereto have executed this letter agreement
effective as of the date set forth below.
August
11, 2010
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NEUMEDIA,
INC.
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By:
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/s/ Russell Burke
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Name:
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Russell
Burke
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Title:
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Chief
Financial Officer
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Accepted
and Agreed to by Holder:
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GUBER
FAMILY TRUST
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By:
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/s/ Paul Schaeffer
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Name:
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Paul
Schaeffer
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Title:
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Co-trustee
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