Exhibit 10.6


 


NINETEENTH RATIFICATION AGREEMENT


 


THIS NINETEENTH
RATIFICATION AGREEMENT (hereinafter, this “Agreement”) made this 1st day of June, 2012 by and
among:


 


YA GLOBAL
INVESTMENTS, L.P., f/k/a Cornell Capital Partners, LP
(the “Lender”), a Cayman Island exempt limited partnership with offices located
at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and


 


NEOMEDIA
TECHNOLOGIES, INC. (the “Borrower”), a Delaware corporation with its principal office located
at 100 West Arapahoe Avenue, Suite 9, Boulder, Colorado 80302 and whose fax number is (678) 638-0466.


 


Background


 


Reference is made to
certain financing arrangements entered into by and between the Borrower and certain of its former and/or current subsidiaries (collectively,
the “Obligors”) and the Lender, evidenced by, among other things, the documents, instruments, and agreements
listed on Schedule “1” attached hereto and incorporated herein by reference (collectively, together with
all other documents, instruments, and agreements executed in connection therewith or related thereto, the “Existing Financing
Documents”).


 


The
Borrower has represented to the Lender that it requires short term financing for working capital. In connection therewith,
the Borrower has requested that the Lender make an additional financial accommodation to the Borrower in the amount of $450,000.00
to fund ongoing business operations, which financial accommodation shall be evidenced by, among other
documents, instruments, and agreements, a certain Secured Convertible Debenture of even date herewith issued by the Borrower
in favor of the Lender (the “Fifth 2012 Debenture”, and collectively, together with
this Agreement, the Existing Financing Documents, the Related Documents (as defined herein) and all other documents, instruments,
and agreements executed in connection therewith or related thereto, the “Financing Documents”). The Lender
has agreed to make such an additional financial accommodation to the Obligors but only upon the condition, among others, that the
Borrower enter into this Agreement with the Lender.


 


Accordingly, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between the
Borrower and the Lender as follows:


 


Acknowledgment of Indebtedness


 


		1.	The Borrower hereby acknowledges and agrees that it is liable to the Lender as follows (all amounts in USD):



 


	a	 	Owed under the CCP-1 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	3,730,250.00	 
	 	 	Interest	 	 	 	2,492,313.00	 
	 	 	Total	 	 	 	6,222,563.00	 


 



    	 



    	 



    

 


	b	 	Owed under the CCP-2 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	2,250,000.00	 
	 	 	Interest	 	 	 	1,285,093.67	 
	 	 	Total	 	 	 	3,535,093.67	 
	 	 	 	 	 	 	 	 
	c	 	Owed under the NEOM-4-1 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	5,596,171.00	 
	 	 	Interest	 	 	 	2,689,618.50	 
	 	 	Total	 	 	 	8,285,789.50	 
	 	 	 	 	 	 	 	 
	d	 	Owed under the NEOM-1-1 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	1,440,000.00	 
	 	 	Interest	 	 	 	1,176,922.47	 
	 	 	Total	 	 	 	2,616,922.47	 
	 	 	 	 	 	 	 	 
	e	 	Owed under the NEOM-2008-1 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	390,000.00	 
	 	 	Interest	 	 	 	244,237.50	 
	 	 	Total	 	 	 	634,237.50	 
	 	 	 	 	 	 	 	 
	f	 	Owed under the NEOM-2008-2 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	500,000.00	 
	 	 	Interest	 	 	 	305,625.00	 
	 	 	Total	 	 	 	805,625.00	 
	 	 	 	 	 	 	 	 
	g	 	Owed under the NEOM-2008-3 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	790,000.00	 
	 	 	Interest	 	 	 	478,608.33	 
	 	 	Total	 	 	 	1,268,608.33	 
	 	 	 	 	 	 	 	 
	h	 	Owed under the NEOM-2008-4 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	137,750.00	 
	 	 	Interest	 	 	 	81,042.92	 
	 	 	Total	 	 	 	218,792.92	 


 



    	 



    	 



    

 


	i	 	Owed under the NEOM-9-1 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	2,325,000.00	 
	 	 	Interest	 	 	 	1,242,250.68	 
	 	 	Total	 	 	 	3,567,250.68	 
	 	 	 	 	 	 	 	 
	j	 	Owed under the NEOM-9-2 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	2,325,000.00	 
	 	 	Interest	 	 	 	1,161,098.63	 
	 	 	Total	 	 	 	3,486,098.63	 
	 	 	 	 	 	 	 	 
	k	 	Owed under the NEOM-9-4 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	53,036.80	 
	 	 	Interest	 	 	 	129,044.61	 
	 	 	Total	 	 	 	182,081.41	 
	 	 	 	 	 	 	 	 
	l	 	Owed under the NEOM-9-5 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	715,000.00	 
	 	 	Interest	 	 	 	296,734.79	 
	 	 	Total	 	 	 	1,011,734.79	 
	 	 	 	 	 	 	 	 
	m	 	Owed under the NEOM-9-6 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	535,000.00	 
	 	 	Interest	 	 	 	213,824.11	 
	 	 	Total	 	 	 	748,824.11	 
	 	 	 	 	 	 	 	 
	n	 	Owed under the NEOM-9-7 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	475,000.00	 
	 	 	Interest	 	 	 	184,378.08	 
	 	 	Total	 	 	 	659,378.08	 
	 	 	 	 	 	 	 	 
	o	 	Owed under the NEOM-10-1 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	2,006,137.00	 
	 	 	Interest	 	 	 	558,640.45	 
	 	 	Total	 	 	 	2,564,777.45	 
	 	 	 	 	 	 	 	 
	p	 	Owed under the NEOM-10-2 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	550,000.00	 
	 	 	Interest	 	 	 	136,701.37	 
	 	 	Total	 	 	 	686,701.37	 


 



    	 



    	 



    

 


	q	 	Owed under the NEOM-10-3 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	475,000.00	 
	 	 	Interest	 	 	 	109,497.26	 
	 	 	Total	 	 	 	584,497.26	 
	 	 	 	 	 	 	 	 
	r	 	Owed under the NEOM-10-4 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	400,000.00	 
	 	 	Interest	 	 	 	87,758.90	 
	 	 	Total	 	 	 	487,758.90	 
	 	 	 	 	 	 	 	 
	s	 	Owed under the NEOM-10-5 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	90,443.84	 
	 	 	Total	 	 	 	540,443.84	 
	 	 	 	 	 	 	 	 
	t	 	Owed under the NEOM-11-1 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	85,956.16	 
	 	 	Total	 	 	 	535,956.16	 
	 	 	 	 	 	 	 	 
	u	 	Owed under the NEOM-11-2 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	650,000.00	 
	 	 	Interest	 	 	 	116,928.77	 
	 	 	Total	 	 	 	766,928.77	 
	 	 	 	 	 	 	 	 
	v	 	Owed under the NEOM-11-3 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	75,600.00	 
	 	 	Total	 	 	 	525,600.00	 
	 	 	 	 	 	 	 	 
	w	 	Owed under the NEOM-11-4 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	188,484.00	 
	 	 	Interest	 	 	 	68,278.70	 
	 	 	Total	 	 	 	256,762.70	 
	 	 	 	 	 	 	 	 
	x	 	Owed under the NEOM-11-5 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	37,577.00	 
	 	 	Interest	 	 	 	56,726.56	 
	 	 	Total	 	 	 	94,303.56	 


 



    	 



    	 



    

 


	y	 	Owed under the NEOM-11-6 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	25,000.00	 
	 	 	Interest	 	 	 	27,040.30	 
	 	 	Total	 	 	 	52,040.30	 
	 	 	 	 	 	 	 	 
	Z	 	Owed under the NEOM-11-8 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	0.00	 
	 	 	Interest	 	 	 	30,263.94	 
	 	 	Total	 	 	 	30,263.94	 
	 	 	 	 	 	 	 	 
	aa	 	Owed under the NEOM-11-9 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	0.00	 
	 	 	Interest	 	 	 	32,343.68	 
	 	 	Total	 	 	 	32,343.68	 
	 	 	 	 	 	 	 	 
	bb	 	Owed under the NEOM-11-10 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	36,073.97	 
	 	 	Total	 	 	 	486,073.97	 
	 	 	 	 	 	 	 	 
	cc	 	Owed under the NEOM-11-11 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	325,000.00	 
	 	 	Interest	 	 	 	20,693.15	 
	 	 	Total	 	 	 	345,693.15	 
	 	 	 	 	 	 	 	 
	dd	 	Owed under the NEOM-12-01 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	400,000.00	 
	 	 	Interest	 	 	 	20,098.63	 
	 	 	Total	 	 	 	420,098.63	 
	 	 	 	 	 	 	 	 
	ee	 	Owed under the NEOM-12-02 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	18,295.89	 
	 	 	Total	 	 	 	468,295.89	 
	 	 	 	 	 	 	 	 
	ff	 	Owed under the NEOM-12-03 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	9,838.36	 
	 	 	Total	 	 	 	459,838.36	 


 



    	 



    	 



    

 


	gg	 	Owed under the NEOM-12-04 Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	4,487.67	 
	 	 	Total	 	 	 	454,487.67	 
	 	 	 	 	 	 	 	 
	hh	 	Owed under the NEOM-CFL Debenture as of:	 	May 21, 2012	 	 	 
	 	 	Principal	 	 	 	2,607.00	 
	 	 	Interest	 	 	 	348.54	 
	 	 	Total	 	 	 	2,955.54	 
	 	 	 	 	 	 	 	 
	 	 	TOTAL	 	 	 	$43,038,821.24	 


 


		ii.	For all interest accruing from and after May 21, 2012 due under
the above-referenced debentures and notes, and for all fees, late charges, redemption premiums, liquidated
damages, costs, expenses, and costs of collection (including attorneys’ fees and expenses) and other amounts, heretofore
or hereafter accrued or coming due or incurred by the Lender in connection with the protection, preservation, or enforcement
of its rights and remedies under the Financing Documents (including, without limitation, the preparation and negotiation of this
Agreement).



 


Hereinafter, all amounts due
as set forth in this Paragraph 1, and all amounts hereafter owed or due under the Fifth 2012 Debenture and/or the other Financing
Documents shall be referred to collectively as the “Obligations”.


 


Waiver of Claims


 


		2.	The Borrower, for itself and on behalf of any other Obligors, hereby
acknowledges and agrees that none of the Obligors have any offsets, defenses, claims, or counterclaims against the Lender, its
general partner, and its investment manager, and each of their respective agents, servants, attorneys, advisors, officers, directors,
employees, affiliates, partners, members, managers, predecessors, successors, and assigns (singly and collectively, as the “Released
Parties”), with respect to the Obligations, the Financing Documents, the transactions set forth or otherwise contemplated
in this Agreement, or otherwise, and that if the Obligors now have, or ever did have, any offsets, defenses, claims, or counterclaims
against any of the Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through this
date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED, and the Obligors each hereby
RELEASE each of the Released Parties from any and all liability therefor.



 



    	 



    	 



    

 


Ratification of Financing Documents;
Confirmation of Collateral; Cross-Default; 


Cross-Collateralization; Further Assurances


 


		3.	The Borrower:



 


		a.	Hereby ratifies, confirms, and reaffirms all and singular the terms and conditions of the Existing
Financing Documents, and acknowledges and agrees that, subject to the terms and conditions of this Agreement, all terms and conditions
of the Existing Financing Documents shall remain in full force and effect;



 


		b.	Hereby ratifies, confirms, and reaffirms that (i) the obligations secured by the Financing Documents
include, without limitation, the Obligations, and any future modifications, amendments, substitutions, or renewals thereof, (ii)
all collateral, whether now existing or hereafter acquired, granted to the Lender pursuant to the Financing Documents, or otherwise,
shall secure all of the Obligations until the full, final, and indefeasible payment of the Obligations, and (iii) subject to the
provisions of Paragraph 6, below, the occurrence of a default and/or event of default under any
Financing Document shall constitute a default and an event of default under all of the Financing Documents, it
being the express intent of the Borrower that all of the Obligations be fully cross-collateralized, cross-guaranteed, and cross-defaulted;



 


		c.	Has previously granted the Lender security interests in all of its assets, and to confirm the same
the Borrower hereby grants the Lender a security interest in all of its assets, whether now existing or hereafter acquired, including,
without limitation, all accounts, inventory, goods, equipment, software and computer programs, securities, investment property,
financial assets, deposit accounts, chattel paper, electronic chattel paper, instruments, patents, patent applications, copyrights,
trademarks, trademark applications, trade names, domain names, documents, letter-of-credit rights, health-care-insurance receivables,
supporting obligations, notes secured by real estate, commercial tort claims, and general intangibles including payment intangibles,
to secure the Obligations free and clear of all liens and encumbrances;



 


		d.	Shall, from and after the execution of this Agreement, execute and deliver to the Lender whatever
additional documents, instruments, and agreements that the Lender may require in order to correct any document deficiencies, or
to vest or perfect the Financing Documents and the collateral granted therein more securely in the Lender and/or to otherwise give
effect to the terms and conditions of this Agreement and/or the Related Documents, and hereby irrevocably authorizes the Lender
to file any financing statements (including financing statements with a generic description of the collateral such as “all
assets”), and take any other normal and customary steps, the Lender deems necessary to perfect or evidence the Lender’s
security interests and liens in any such collateral; and



 



    	 



    	 



    

 


		e.	Acknowledges and agrees that this Agreement shall constitute an authenticated record as such term
is defined in the Uniform Commercial Code.



 


		f.	In accordance with Section 6.17 of the Security Agreement dated as of
July 29, 2008 (the “2008 Security Agreement”) entered into by and between the  Borrower and the Lender,
and Section 7(f) hereof, hereby grants the Lender a security interest in all of Borrower’s rights arising from, in connection
with, or relating to any commercial tort claims listed on Schedule 2 hereto, and all judgments, proceeds, products, and awards
related to the foregoing (collectively, the “Tort Claims”).  The Borrower acknowledges and agrees that
the Tort Claims constitute Pledged Property (as defined in the 2008 Security Agreement) and secure all of the Obligations, including
those pursuant to the Fifth 2012 Debenture.



 


Conditions
Precedent


 


		4.	The Lender’s agreements hereunder as contemplated herein shall not be effective unless and
until each of the following conditions precedent have been fulfilled, pursuant to documentation in form and substance satisfactory
to the Lender in all respects, all as determined by the Lender in its sole and exclusive discretion:



 


		a.	The Lender shall have received such lien searches and other evidence as the Lender may require
to confirm that the Lender’s liens and security interests in the collateral pledged by the Obligors remain duly perfected,
first priority security interests, subject only to such liens and security interests granted in favor of the Lender;



 


		b.	The Borrower shall have (i) executed and delivered to the Lender all documents, instruments, and
agreements required by the Lender in connection with the Fifth 2012 Debenture in a form and substance acceptable to the Lender
in all respects; and (ii) satisfied all conditions precedent to the effectiveness thereof in a manner satisfactory to the Lender
in all respects;



 


		c.	The Obligors shall have paid to the Lender’s investment manager, Yorkville Advisors, LLC,
a commitment and structuring fee in the amount of $25,000.00 in good and collected funds in accordance with the closing statement
attached hereto as Exhibit “A”;



 


		d.	The Borrower shall have taken any and all actions necessary to perfect and further perfect the
Lender’s security interest in the Borrower’s intellectual property, including without limitation, obtaining, executing
and/or filing any documents, instruments, or agreements necessary to perfect or vest title to all patents and patent applications
set forth in the Financing Documents in the name of the Borrower, and to perfect the Lender’s security interests in all of
the Borrower’s intellectual property, including without limitation, patents and patent applications.



 



    	 



    	 



    

 


		e.	All action on the part of the Borrower necessary for the valid execution, delivery and performance
by the Borrower of this Agreement shall have been duly and effectively taken and evidence thereof, including, without limitation,
an opinion of the Borrower’s counsel, satisfactory to the Lender in all respects shall have been provided to the Lender;
and



 


		f.	This Agreement, and all documents, instruments, and agreements required in connection with, related
to, or contemplated by this Agreement (collectively, the “Related Documents”), shall be executed and delivered
to the Lender by the parties thereto, shall be in full force and effect and shall be form and substance satisfactory to the Lender.



 


New Loan


 


		5.	The Borrower has requested that the Lender make a short-term loan in the original principal amount
of $450,000.00 (the “New Loan”) to fund ongoing business operations. Upon the satisfaction of all of the conditions
precedent set forth in Paragraph 4 of this Agreement, as determined by the Lender in the Lender’s sole and exclusive
discretion, and subject to the terms and conditions of the Fifth 2012 Debenture and the Related Documents, the New Loan shall (a)
be made by the Lender in accordance with the terms and conditions of the Fifth 2012 Debenture and the other Financing Documents,
(b) constitute a portion of the Obligations, and (c) be secured by all of the collateral granted to the Lender by the Obligors.
The Borrower hereby acknowledges and agrees that (x) the New Loan is a single, one time loan, (y) by making the New Loan the Lender
is not agreeing to make any further loans in the future, and (z) will be repaid in full on or before July 29, 2012.



 


Provision
Regarding Events of Default Under The Financing Documents


 


		6.	The Lender hereby agrees that from and after the execution of this Agreement, the breach of, or
failure to comply with, a provision of the Financing Documents by the Borrower shall not constitute an event of default under the
Financing Documents unless and until the Lender declares such breach or failure to comply to be an event of default in a written
notice sent to the Borrower by facsimile and at the address set forth in this Agreement by nationally-recognized overnight delivery
service (i.e., Federal Express, UPS), provided, however, that (a) such declaration shall be effective upon the delivery
of the notice to such overnight delivery service and shall not require proof that the Borrower received the same, and (b) no such
declaration or notice shall be required with respect to any breach or default occurring as a result of, or in the nature of, a
bankruptcy of the Borrower or any similar insolvency proceeding or action (including, without limitation, any assignment for the
benefit of creditors, composition, reorganization, or the like) filed by or against the Borrower, each of which shall be an immediate
event of default. 



 


Representations,
Warranties, and Covenants


 


		7.	The Borrower hereby represents, warrants, and covenants to the Lender as follows:



 



    	 



    	 



    

 


		a.	The execution and delivery of this Agreement and the other Financing Documents by the Borrower
and the performance by the Borrower of its obligations and agreements under this Agreement and the other Financing Documents are
within the authority of the Borrower, have been duly authorized by all necessary corporate proceedings on behalf of the Borrower,
and do not and will not contravene any provision of law, statute, rule or regulation to which the Borrower is subject or, if applicable,
any charter, other organization papers, by-laws, or any stock provision or any amendment thereof or of any agreement or other instrument
binding upon the Borrower.



 


		b.	This Agreement and the other Financing Documents constitute legal, valid, and binding obligations
of the Borrower, enforceable in accordance with their respective terms.



 


		c.	No approval or consent of, or filing with, any governmental agency or authority is required to
make valid and legally binding the execution, delivery or performance by the Borrower of this Agreement or the other Financing
Documents.



 


		d.	The Borrower has performed and complied in all material respects with all terms and conditions
herein required to be performed or complied with by the Borrower prior to or at the time hereof, and as of the date hereof, no
default or event of default has occurred and is continuing under any of the Financing Documents.



 


		e.	The representations and warranties contained in the Financing Documents were true and correct in
all material respects at and as of the date made and are true and correct as of the date hereof, except to the extent of changes
resulting from transactions specifically contemplated or specifically permitted by this Agreement and the other Financing Documents,
changes which have been disclosed in writing to the Lender on or prior to the date hereof and changes occurring in the ordinary
course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations
and warranties relate expressly to an earlier date.



 


		f.	The Borrower currently has no commercial tort claims (as such term is defined in the Uniform Commercial
Code) and hereby covenants and agrees that in the event the Borrower shall hereafter hold or acquire a commercial tort claim, the
Borrower shall immediately notify the Lender of the particulars of such claim in writing and shall grant to the Lender a security
interest therein and in the proceeds thereof, upon such terms and documentation as may be satisfactory to the Lender.



 


		g.	The Borrower has read and understands each of the terms and conditions of this Agreement and the
other Financing Documents and that it is entering into this Agreement and the other Financing Documents freely and voluntarily,
without duress, after having had an opportunity for consultation with independent counsel of its own selection, and not in reliance
upon any representations, warranties, or agreements made by the Lender and not set forth in this Agreement or the other Financing
Documents.



 



    	 



    	 



    

 


		h.	The Borrower acknowledges and agrees that nothing contained in this Agreement or the Related Documents
shall be deemed to constitute (a) a waiver of any defaults or events of default now existing or hereafter
arising, or any events that, but for the passage of time or the giving of notice, would constitute defaults or events of default,
(b) an agreement to forbear by the Lender with respect to such defaults or events of default, or (c) except as expressly set forth
herein, an amendment, modification, extension, or waiver of any of the terms of the Financing Documents or of any of the Lender’s
rights and remedies thereunder.



 


		i.	NeoMedia Migration, Inc. (“Migration”) is a wholly owned subsidiary of the Borrower
which has no assets, employees, or operations and which the Borrower intends to dissolve upon completion and filing of Migration’s
final tax return. The Borrower hereby covenants and agrees that Migration shall have no assets, employees, or operations going
forward and that the Borrower will not transfer, or cause the transfer of, any assets to Migration, or allow or cause Migration
to have any employees or business operations hereafter. The Borrower specifically acknowledges and agrees that the Lender is relying
upon this provision in determining to enter into this Agreement.



 


		j.	The Borrower shall not, and shall not permit or direct any of the other Obligors to license, transfer,
assign, or otherwise divest their interest in their respective assets, including without limitation, patents and patent applications,
without the prior written consent of the Lender, which consent may be granted or withheld in the Lender’s sole and exclusive
discretion.



 


Costs of Collection


 


		8.	The Borrower shall reimburse the Lender on demand for any and all unreimbursed costs, expenses,
and costs of collection (including attorneys’ fees and expenses) heretofore or hereafter incurred by the Lender in connection
with the protection, preservation, and enforcement by the Lender of its rights and remedies under the Financing Documents, the
Related Documents, and/or this Agreement, including, without limitation, the negotiation and preparation of this Agreement and
the Related Documents, and/or any matters related thereto.



 


Waiver of Jury Trial


 


		9.	The Borrower and the Lender hereby make the following waiver knowingly,
voluntarily, and intentionally, and understand that the other, in entering into this Agreement, is relying on such a waiver: THE
BORROWER AND THE LENDER EACH HEREBY IRREVOCABLY WAIVE ANY PRESENT OR FUTURE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY
IN WHICH THE OTHER BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST SUCH PARTY OR IN WHICH SUCH PARTY
IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN THE OBLIGORS,
OR ANY OTHER PERSON, AND THE LENDER.



 



    	 



    	 



    

 


Credit
Bidding


 


		10.	The Borrower hereby acknowledges and agrees, in further consideration
for the Lender entering into this Agreement, that the Lender shall be permitted to credit bid the Obligations at any auction and/or
other sale, including without limitation, at any auction and/or other sale or disposition conducted under or in connection with
any of the sections or chapters of the Bankruptcy Code, 11 U.S.C. §101 et seq. (the “Bankruptcy Code”).
The Borrower hereby acknowledges and agrees that this provision is a material inducement to the Lender entering into this Agreement.
The Lender, in turn, acknowledges that this paragraph shall not be construed as a restriction or prohibition on any Borrower’s
right to file any voluntary petition or make application for or seek relief or protection under the Bankruptcy Code. The Borrower
acknowledges and agrees that the agreements as set forth in this Paragraph shall survive expiration and/or termination of this
Agreement.



 


Consent to
Jurisdiction


 


		11.	The Borrower agrees that any legal action, proceeding, case, or controversy
against the Borrower with respect to the Financing Documents or this Agreement may be brought in the state court or the United
States District Court having jurisdiction in Jersey City, New Jersey (each a “Court”), as the Lender may elect
in the Lender’s sole discretion. By execution and delivery of this Agreement, the Borrower, for itself, and in respect of
its property, accepts, submits, and consents generally and unconditionally, to the jurisdiction of the aforesaid courts. The Borrower
further hereby:



 


		a.	WAIVES personal service of any and all process upon it, and irrevocably consents to the service
of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified
mail, postage prepaid, to the Borrower at its addresses as specified herein, such service to become effective five (5) days after
such mailing.



 


		b.	WAIVES any objection based on forum non conveniens and any objection to venue of any action
or proceeding instituted under the Financing Documents or this Agreement and consents to the granting of such legal or equitable
remedy as is deemed appropriate by a Court.



 


		c.	Agrees that any action or proceeding commenced by the Borrower asserting
any claim arising under or in connection with the Financing Documents or this Agreement shall be brought solely in a state court
or the United States District Court having jurisdiction in Jersey City, New Jersey, and that such Courts shall have exclusive jurisdiction
with respect to any such action instituted by the Borrower.



 


		d.	Agrees that any voluntary petition or application filed by the Borrower
seeking relief or protection under the Bankruptcy Code shall be filed in a United States Bankruptcy Court for the District of Florida,
a United States Bankruptcy Court for the District of Georgia, or a United States Bankruptcy Court for the District of Nevada, and
that if the Borrower files a petition or application for relief in any other jurisdiction, the Lender shall have the right, in
its sole and exclusive discretion, to transfer any such proceeding to one of the foregoing courts that has jurisdiction over the
Borrower under the Bankruptcy Code.



 



    	 



    	 



    

 


		e.	Agree that nothing herein shall affect the right of the Lender to bring
legal actions or proceedings in any other competent jurisdiction.



 


Non-Interference


 


		12.	From and after the date hereof, the Borrower agrees:



 


		a.	Not to interfere with the exercise by the Lender of any of its rights and remedies under this Agreement,
the Related Documents, the Financing Documents, and/or applicable law;



 


		b.	The Borrower shall not seek to distrain or otherwise hinder, delay,
or impair the Lender’s efforts to realize upon any collateral or otherwise to enforce its rights and remedies pursuant to
this Agreement, the Related Documents, the Financing Documents, and/or applicable law, and shall at all times cooperate with the
Lender’s exercise of its rights and remedies under this Agreement, the Related Documents, the Financing Documents, and/or
applicable law; and



 


		c.	The provisions of this Paragraph shall be specifically enforceable by
the Lender.



 


Repayments


 


		13.	For so long as any of the Obligations remain outstanding, the Borrower agrees that the Lender shall
have the right to be repaid out of a portion of proceeds received by the Borrower from any third parties derived from any of its
patents, whether as a result of a license of its technology, prosecution of its patents, or otherwise, in accordance with the terms
of repayment set forth in Schedule 3.



 


Entire Agreement


 


		14.	This Agreement shall be binding upon the Borrower and the Borrower’s employees, representatives,
successors, and assigns, and shall inure to the benefit of the Lender and the Lender’s successors and assigns. This Agreement
and the other Financing Documents incorporate all of the discussions and negotiations between the Borrower and the Lender, either
express or implied, concerning the matters included herein and in such other documents, instruments, and agreements, any statute,
custom, or usage to the contrary notwithstanding. No such discussions or negotiations shall limit, modify, or otherwise affect
the provisions hereof. No modification, amendment, or waiver of any provision of this Agreement, or any provision of any other
document, instrument, or agreement between the Obligors, or any one of them, and the Lender shall be effective unless executed
in writing by the party to be charged with such modification, amendment, or waiver, and if such party be the Lender, then by a
duly authorized representative thereof.



 



    	 



    	 



    

 


Construction of Agreement


 


		15.	In connection with the interpretation of this Agreement and the other Financing Documents:



 


		a.	All rights and obligations hereunder and thereunder, including matters of construction, validity,
and performance, shall be governed by and construed in accordance with the law of the State of New Jersey and are intended to take
effect as sealed instruments.



 


		b.	The captions of this Agreement are for convenience purposes only, and shall not be used in construing
the intent of the Lender and the Borrower under this Agreement.



 


		c.	In the event of any inconsistency between the provisions of this Agreement and any other document,
instrument, or agreement entered into by and between the Lender and the Borrower, the provisions of this Agreement shall govern
and control.



 


		d.	The Lender and the Borrower have prepared this Agreement and the other Financing Documents with
the aid and assistance of their respective counsel. Accordingly, all of them shall be deemed to have been drafted jointly by the
Lender and the Borrower and shall not be construed against either the Lender or the Borrower.



 


Illegality or Unenforceability


 


		16.	Any determination that any provision or application of this Agreement is invalid, illegal, or unenforceable
in any respect, or in any instance, shall not affect the validity, legality, or enforceability of any such provision in any other
instance, or the validity, legality, or enforceability of any other provision of this Agreement.



 


Counterparts


 


		17.	This Agreement may be executed in multiple identical counterparts (including
by facsimile or e-mail transmission of an adobe file format document (also known as a PDF file)), each of which when duly
executed shall be deemed an original, and all of which shall be construed together as one agreement. This Agreement will not be
binding on or constitute evidence of a contract between the parties hereto until such time as a counterpart has been executed by
such party and a copy thereof is delivered to each other party to this Agreement.



 


[Remainder of Page Intentionally Left
Blank]


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
this Ratification Agreement has been executed as of the date first set forth above.


 


	YA GLOBAL INVESTMENTS, L.P., 	 	NEOMEDIA TECHNOLOGIES, INC.
	By: Yorkville Advisors, LLC,	 	 
	its Investment Manager	 	 
	 	 	 
	By:	/s/    	 	By: 	/s/ Barry S Baer
	Name: 	Gerald Eicke	 	Name: Barry S Baer
	Title:	Managing Member	 	Title: Colonel US Army (Retired), Chief Financial Officer


 








    	 



    	 



    





 


Schedule “1”


(Financing Documents)


 


DEBENTURES
AND NOTES


 


		1.	Secured Convertible Debenture dated August 23, 2006 issued by the Borrower to the Lender in the
original principal amount of $5,000,000.00 (hereinafter, as amended and in effect, the “CCP-1 Debenture”), as
amended by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. CCP-1 dated as of January 5,
2010 entered into by and between the Borrower and the Lender;



 


		2.	Secured Convertible Debenture dated December 29, 2006 issued by the Borrower to the Lender in the
original principal amount of $2,500,000.00 (hereinafter, as amended and in effect, the “CCP-2 Debenture”), as
amended by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. CCP-2 dated as of January 5,
2010 by and between the Borrower and the Lender;



 


		3.	Secured Convertible Debenture dated March 27, 2007 issued by the Borrower to the Lender in the
original principal amount of $7,458,651.00 (hereinafter, as amended and in effect, the “NEOM-4-1 Debenture”),
as amended by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-4-1 dated as of January
5, 2010 entered into by and between the Borrower and the Lender;



 


		4.	Secured Convertible Debenture dated August 24, 2007 issued by the Borrower to the Lender in the
original principal amount of $1,775,000.00 (hereinafter, as amended and in effect, the “NEOM-1-1 Debenture”),
as amended by that certain letter agreement dated as of August 14, 2009, and as further amended by that certain Amendment to NeoMedia
Technologies, Inc. Secured Convertible Debenture No. NEOM-1-1 dated as of January 5, 2010 entered into by and between the Borrower
and the Lender;



 


		5.	Secured Convertible Debenture dated April 11, 2008 issued by the Borrower to the Lender in the
original principal amount of $390,000.00 (hereinafter, as amended and in effect, the “NEOM-2008-1 Debenture”),
as amended by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-2008-1 dated as of January
5, 2010 entered into by and between the Borrower and the Lender;



 


		6.	Secured Convertible Debenture dated May 16, 2008 issued by the Borrower to the Lender in the original
principal amount of $500,000.00 (hereinafter, as amended and in effect, the “NEOM-2008-2 Debenture”), as amended
by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-2008-2 dated as of January 5, 2010
entered into by and between the Borrower and the Lender;



 



    	 



    	 



    

 


		7.	Secured Convertible Debenture dated May 29, 2008 issued by the Borrower to the Lender in the original
principal amount of $790,000.00 (hereinafter, as amended and in effect, the “NEOM-2008-3 Debenture”), as amended
by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-2008-3 dated as of January 5, 2010
entered into by and between the Borrower and the Lender;



 


		8.	Secured Convertible Debenture dated July 10, 2008 issued by the Borrower to the Lender in the original
principal amount of $137,750.00 (hereinafter, as amended and in effect, the “NEOM-2008-4 Debenture”), as amended
by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-2008-4 dated as of January 5, 2010
entered into by and between the Borrower and the Lender;



 


		9.	Secured Convertible Debenture dated July 29, 2008 issued by the Borrower to the Lender in the original
principal amount of $2,325,000.00 (hereinafter, as amended and in effect, the “NEOM-9-1 Debenture”), as amended
by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-9-1 dated as of January 5, 2010
entered into by and between the Borrower and the Lender;



 


		10.	Secured Convertible Debenture dated October 28, 2008 issued by the Borrower to the Lender in the
original principal amount of $2,325,000.00 (hereinafter, as amended and in effect, the “NEOM-9-2 Debenture”),
as amended by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-9-2 dated as of January
5, 2010 entered into by and between the Borrower and the Lender;



 


		11.	Secured Convertible Debenture dated May 1, 2009 issued by the Borrower to the Lender in the original
principal amount of $550,000.00 (hereinafter, as amended and in effect, the “NEOM-9-4 Debenture”), as amended
by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-9-4 dated as of January 5, 2010
entered into by and between the Borrower and the Lender;



 


		12.	Secured Convertible Debenture dated June 5, 2009 issued by the Borrower to the Lender in the original
principal amount of $715,000.00 (hereinafter, as amended and in effect, the “NEOM-9-5 Debenture”), as amended
by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-9-5 dated as of January 5, 2010
entered into by and between the Borrower and the Lender;



 


		13.	Secured Convertible Debenture dated July 15, 2009 issued by the Borrower to the Lender in the original
principal amount of $535,000.00 (hereinafter, as amended and in effect, the “NEOM-9-6 Debenture”), as amended
by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-9-6 dated as of January 5, 2010
entered into by and between the Borrower and the Lender;



 



    	 



    	 



    

  


		14.	Secured Convertible Debenture dated August 14, 2009 issued by the Borrower to the Lender in the
original principal amount of $475,000.00 (hereinafter, as amended and in effect, the “NEOM-9-7 Debenture”),
as amended by that certain Amendment to NeoMedia Technologies, Inc. Secured Convertible Debenture No. NEOM-9-7 dated as of January
5, 2010 entered into by and between the Borrower and the Lender;



 


		15.	Secured Convertible Debenture dated May 27, 2010 issued by the Borrower to the Lender in the original
principal amount of $2,006,137.04 (hereinafter, as amended and in effect, the “NEOM-10-1 Debenture”);



 


		16.	Secured Convertible Debenture dated August 13, 2010 issued by the Borrower to the Lender in the
original principal amount of $550,000.00 (hereinafter, as amended and in effect, the “NEOM-10-2 Debenture”);



 


		17.	Secured Convertible Debenture dated September 29, 2010 issued by the Borrower to the Lender in
the original principal amount of $475,000.00 (hereinafter, as amended and in effect, the “NEOM-10-3 Debenture”);



 


		18.	Secured Convertible Debenture dated October 28, 2010 issued by the Borrower to the Lender in the
original principal amount of $400,000.00 (hereinafter, as amended and in effect, the “NEOM-10-4 Debenture”);



 


		19.	Secured Convertible Debenture dated December 15, 2010 issued by the Borrower to the Lender in the
original principal amount of $450,000.00 (hereinafter, as amended and in effect, the “NEOM-10-5 Debenture”);



 


		20.	Secured Convertible Debenture dated January 10, 2011 issued by the Borrower to the Lender in the
original principal amount of $450,000.00 (hereinafter, as amended and in effect, the “NEOM-11-1 Debenture”);



 


		21.	Secured Convertible Debenture dated February 8, 2011 issued by the Borrower to the Lender in the
original principal amount of $650,000.00 (hereinafter, as amended and in effect, the “NEOM-11-2 Debenture”);



 


		22.	Secured Convertible Debenture dated March 11, 2011 issued by the Borrower to the Lender in the
original principal amount of $450,000.00 (hereinafter, as amended and in effect, the “NEOM-11-3 Debenture”);



 


		23.	Secured Convertible Debenture dated April 13, 2011 issued by the Borrower to the Lender in the
original principal amount of $450,000.00 (hereinafter, as amended and in effect, the “NEOM-11-4 Debenture”); 



 



    	 



    	 



    

  


		24.	Secured Convertible Debenture dated May 31, 2011 issued by the Borrower to the Lender in the original
principal amount of $450,000.00 (hereinafter, as amended and in effect, the “NEOM-11-5 Debenture”);



 


		25.	Secured Convertible Debenture dated June 28, 2011 issued by the Borrower to the Lender in the original
principal amount of $250,000 (hereinafter, as amended and in effect, the “NEOM-11-6 Debenture”);



 


		26.	Secured Convertible Debenture dated July 13, 2011 issued by the Borrower to the Lender in the original
principal amount of $450,000 (hereinafter, as amended and in effect, the “NEOM-11-7 Debenture”);



 


		27.	Secured Convertible Debenture dated August 15, 2011 issued by the Borrower to the Lender in the
original principal amount of $350,000 (hereinafter, as amended and in effect, the “NEOM-11-8 Debenture”)



 


		28.	Secured Convertible Debenture dated September 15, 2011 issued by the Borrower to the Lender in
the original principal amount of $450,000 (hereinafter, as amended and in effect, the “NEOM-11-9 Debenture”)



 


		29.	Secured Convertible Debenture dated October 25, 2011 issued by the Borrower to the Lender in the
original principal amount of $450,000 (hereinafter, as amended and in effect, the “NEOM-11-10 Debenture”)



 


		30.	Secured Convertible Debenture dated December 8, 2011 issued by the Borrower to the Lender in the
original principal amount of $325,000 (hereinafter, as amended and in effect, the “NEOM-11-11 Debenture”)



 


		31.	Secured Convertible Debenture dated January 11, 2012 issued by the Borrower to the Lender in the
original principal amount of $400,000 (hereinafter, as amended and in effect, the “NEOM-12-1 Debenture”)



 


		32.	Amended and Restated Secured Convertible Debenture originally issued on March 27, 2007 by the Borrower
to the Lender in the original principal amount of $37,134 (hereinafter, as amended and in effect, the “NEOM-CF Debenture”)



 


		33.	Secured Convertible Debenture dated February 6, 2012 issued by the Borrower to the Lender in the
original principal amount of $450,000 (hereinafter, as amended and in effect, the “NEOM-12-2 Debenture”);



 


		34.	Secured Convertible Debenture dated March 26, 2012 issued by the Borrower to the Lender in the
original principal amount of $450,000 (hereinafter, as amended and in effect, the “NEOM-12-3 Debenture”);



 






    	 



    	 



    
 


		35.	Secured Convertible Debenture dated April 26, 2012 issued by the Borrower to the Lender in the
original principal amount of $450,000 (hereinafter, as amended and in effect, the “NEOM-12-4 Debenture”) and
collectively, together with the CCP-1 Debenture, the CCP-2 Debenture, the NEOM 4-1 Debenture, the NEOM 1-1 Debenture, the NEOM
2008-1 Debenture, the NEOM 2008-2 Debenture, the NEOM 2008-3 Debenture, the NEOM 2008-4 Debenture, the NEOM 9-1 Debenture, the
NEOM 9-2 Debenture, the NEOM 9-4 Debenture, the NEOM 9-5 Debenture, the NEOM 9-6 Debenture, the NEOM 9-7 Debenture, the NEOM-10-2
Debenture, the NEOM-10-3 Debenture, the NEOM-10-4 Debenture and the NEOM-10-5 Debenture, the NEOM-11-1 Debenture, the NEOM-11-2
Debenture, the NEOM-11-3 Debenture, the NEOM-11-4 Debenture, the NEOM-11-5 Debenture, the NEOM-11-6 Debenture, the NEOM-11-7 Debenture,
the NEOM-11-8 Debenture, the NEOM-11-9 Debenture, the NEOM-11-10 Debenture, the NEOM-11-11 Debenture, the NEOM-12-1 Debenture,
the NEOM-CF Debenture and the NEOM-12-2 Debenture, the NEOM-12-3 Debenture and the Fifth 2012 Debenture, the “Debentures”);



 


		36.	Master Amendment Agreement dated as of March 27, 2007 by and between the Borrower and the Lender;



 


		37.	Debenture Extension Agreement dated as of May 25, 2012 by and between the Borrower and the Lender;



 


SECURITIES
PURCHASE AGREEMENTS


 


		38.	Securities Purchase Agreement dated as of August 23, 2006 entered into by and between the Borrower
and the Lender;



 


		39.	Securities Purchase Agreement dated as of December 29, 2006 entered into by and between the Borrower
and the Lender;



 


		40.	Securities Purchase Agreement dated as of March 27, 2007 entered into by and between the Borrower
and the Lender;



 


		41.	Securities Purchase Agreement dated as of August 24, 2007 entered into by and between the Borrower
and the Lender;



 


		42.	Securities Purchase Agreement dated as of July 29, 2008 entered into by and between the Borrower
and the Lender, as amended on April 6, 2009;



 


		43.	Agreement dated June 5, 2009 by and between the Borrower and the Lender pursuant to which the Lender
purchased a secured convertible debenture in the original principal amount of $715,000;



 


		44.	Agreement dated July 15, 2009 by and between the Borrower and the Lender pursuant to which the
Lender purchased a secured convertible debenture in the original principal amount of $535,000;



 


		45.	Agreement dated August 14, 2009 by and between the Borrower and the Lender pursuant to which the
Lender purchased a secured convertible debenture in the original principal amount of $475,000;



 



    	 



    	 



    

  


		46.	Securities Purchase Agreement, dated as of May 27, 2010, by and among the Borrower and the Lender
pursuant to which the Lender purchased a Secured Convertible Debenture in the original principal amount of $2,006,137.04;



 


		47.	Agreement, dated as of August 13, 2010, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $550,000.00;



 


		48.	Agreement, dated as of September 29, 2010, by and among the Borrower and the Lender pursuant to
which the Lender purchased a Secured Convertible Debenture in the original principal amount of $475,000.00;



 


		49.	Agreement, dated as of October 28, 2010, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $400,000.00;



 


		50.	Agreement, dated as of December 15, 2010, by and among the Borrower and the Lender pursuant to
which the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000.00;



 


		51.	Agreement, dated as of January 10, 2011, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000.00;



 


		52.	Agreement, dated as of February 8, 2011, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $650,000;



 


		53.	Agreement, dated as of March 11, 2011, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000;



 


		54.	Agreement, dated as of April 13, 2011, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000;



 


		55.	Agreement, dated as of May 31, 2011, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000;



 


		56.	Agreement, dated as of June 28, 2011, by and among the Borrower and the Lender pursuant to which
the Lender purchased three Secured Convertible Debentures in an aggregate principal amount of $1,050,000;



 


		57.	Agreement, dated as of September 15, 2011, by and among the Borrower and the Lender pursuant to
which the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000;



 



    	 



    	 



    

  


		58.	Agreement, dated as of October 25, 2011, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000;



 


		59.	Agreement, dated as of December 8, 2011, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $325,000;



 


		60.	Agreement, dated as of January 11, 2012, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $400,000;



 


		61.	Agreement, dated as of February 6, 2012, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000;



 


		62.	Agreement, dated as of March 26, 2012, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000;



 


		63.	Agreement, dated as of April 26, 2012, by and among the Borrower and the Lender pursuant to which
the Lender purchased a Secured Convertible Debenture in the original principal amount of $450,000;



 


SECURITY
DOCUMENTS


 


		64.	Pledge and Security Agreement dated as of August 23, 2006 entered into by and between the Borrower
and the Lender;



 


		65.	Security Agreement dated as of March 27, 2007 entered into by and between the Obligors and the
Lender;



 


		66.	Security Agreement (Patent) dated as of March 27, 2007 entered into by and between the Obligors
and the Lender;



 


		67.	Security Agreement dated as of August 24, 2007 entered into by and between the Obligors and the
Lender;



 


		68.	Security Agreement (Patent) dated as of August 24, 2007 entered into by and between the Obligors
and the Lender;



 


		69.	Security Agreement dated as of July 29, 2008 entered into by and between the Borrower and the Lender;



 


		70.	Patent Security Agreement dated as of July 29, 2008 entered into by and between the Borrower and
the Lender;



 



    	 



    	 



    

  


		71.	Share Pledge Agreement (Anteilsverpfandung) dated August 3, 2010 entered into by and between
the Issuer and the Buyer;



 


		72.	Agreement on the Pledge of Intellectual Property Rights as Collateral (Vereinbarung uber die
Verpfandung von geistigen Eigentumsrechten) dated August 13, 2010 by and between the Buyer and NeoMedia Europe AG (“AG”);



 


		73.	Security Transfer of Moveable Assets (Sicherungsubereignunsgvertrag) dated August 13, 2010
by and between the Buyer and AG;



 


WARRANTS


 


		74.	“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;



 


		75.	“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;



 


		76.	“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;



 


		77.	“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;



 


		78.	“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;



 






    	 



    	 



    
 


		79.	“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;



 


		80.	“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;



 


		81.	“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;



 


		82.	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;



 


		83.	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;



 


		84.	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;



 


		85.	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;



 


		86.	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;



 


		87.	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;



 


		88.	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;



 


		89.	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;



 



    	 



    	 



    

  


		90.	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;



 


		91.	Letter Agreement re: Repricing of All Existing Warrants dated August 24, 2007 entered into by and
between the Borrower and the Lender;



 


		92.	Warrant No.: NEOM-0510 dated May 27, 2010 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 5,000,000 shares of the Borrower’s common stock;



 


		93.	Warrant No.: NEOM-0810 dated August 13, 2010 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		94.	Warrant No.: NEOM-0910 dated September 29, 2010 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 750,000 shares of the Borrower’s common stock;



 


		95.	Warrant No.: NEOM-1010 dated October 28, 2010 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 600,000 shares of the Borrower’s common stock;



 


		96.	Warrant No.: NEOM-1210 dated December 15, 2010 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,250,000 shares of the Borrower’s common stock;



 


		97.	Warrant No.: NEOM-0111 dated January 10, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,250,000 shares of the Borrower’s common stock;



 


		98.	Warrant No.: NEOM-0211 dated February 8, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,250,000 shares of the Borrower’s common stock;



 


		99.	Warrant No.: NEOM-0311 dated March 11, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		100.	Warrant No.: NEOM-0411 dated April 13, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 



    	 



    	 



    

  


		101.	Warrant No.: NEOM-0511 dated May 31, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		102.	Warrant No.: NEOM-0611 dated June 28, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 3,000,000 shares of the Borrower’s common stock;



 


		103.	Warrant No.: NEOM-0911 dated September 15, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		104.	Warrant No.: NEOM-1011 dated October 25, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		105.	Warrant No.: NEOM-1211 dated December 8, 2011 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		106.	Warrant No.: NEOM-0112 dated January 11, 2012 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		107.	Warrant No.: NEOM-0212 dated February 6 executed and delivered to the Lender by the Borrower granting
the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		108.	Warrant No.: NEOM-0312 dated March 26, 2012 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


		109.	Warrant No.: NEOM-0412 dated April 26, 2012 executed and delivered to the Lender by the Borrower
granting the Lender the right to purchase 1,000,000 shares of the Borrower’s common stock;



 


REGISTRATION
RIGHTS AGREEMENTS


 


		110.	Lender Registration Rights Agreement dated as of February 17, 2006 entered into by and between
the Borrower and the Lender, as amended by a certain First Amendment to Lender Registration Rights Agreement and as further amended
by that certain Second Amendment to Lender Registration Rights Agreement dated June 15, 2006;



 


		111.	Lender Registration Rights Agreement dated as of August 23, 2006 entered into by and between the
Borrower and the Lender;



 



    	 



    	 



    

  


		112.	Lender Registration Rights Agreement dated as of December 29, 2006 entered into by and between
the Borrower and the Lender;



 


		113.	Registration Rights Agreement dated as of March 27, 2007 entered into by and between the Borrower
and the Lender;



 


		114.	Registration Rights Agreement dated as of August 24, 2007 entered into by and between the Borrower
and the Lender;



 


		115.	Lender Registration Rights Agreement dated as of January 5, 2010 entered into by and between the
Borrower and the Lender;



 


TRANSFER
AGENT INSTRUCTIONS


 


		116.	Amended and Restated Irrevocable Transfer Agent Instructions dated October 26, 2007 from the Borrower
to Worldwide Stock Transfer, LLC, which amended and restated those certain Irrevocable Transfer Agent Instructions dated February
16, 2006 from the Borrower to American Stock Transfer & Trust Co.;



 


		117.	Irrevocable Transfer Agent Instructions dated August 23, 2006 from the Borrower to American Stock
Transfer & Trust Co.;



 


		118.	Amended and Restated Irrevocable Transfer Agent Instructions dated November 21, 2007 from the Borrower
to Worldwide Stock Transfer, LLC, which amended and restated those certain Irrevocable Transfer Agent Instructions dated December
29, 2006 from the Borrower to American Stock Transfer & Trust Co.;



 


		119.	Amended and Restated Irrevocable Transfer Agent Instructions dated November 21, 2007 from the Borrower
to Worldwide Stock Transfer, LLC, which amended and restated those certain Irrevocable Transfer Agent Instructions dated August
23, 2006 from the Borrower to American Stock Transfer & Trust Co.;



 


		120.	Irrevocable Transfer Agent Instructions dated March 27, 2007 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		121.	Irrevocable Transfer Agent Instructions dated August 24, 2007 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		122.	Irrevocable Transfer Agent Instructions dated July 29, 2008 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		123.	Irrevocable Transfer Agent Instructions dated January 5, 2010 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		124.	Irrevocable Transfer Agent Instructions dated May 27, 2010 from the Borrower to Worldwide Stock
Transfer, LLC;



 



    	 



    	 



    

  


		125.	Irrevocable Transfer Agent Instructions dated August 13, 2010 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		126.	Irrevocable Transfer Agent Instructions dated September 29, 2010 from the Borrower to Worldwide
Stock Transfer, LLC;



 


		127.	Irrevocable Transfer Agent Instructions dated October 28, 2010 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		128.	Irrevocable Transfer Agent Instructions dated December 15, 2010 from the Borrower to Worldwide
Stock Transfer, LLC;



 


		129.	Irrevocable Transfer Agent Instructions dated January 10, 2011 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		130.	Irrevocable Transfer Agent Instructions dated February 8, 2011 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		131.	Irrevocable Transfer Agent Instructions dated March 11, 2011 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		132.	Irrevocable Transfer Agent Instructions dated April 13, 2011 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		133.	Irrevocable Transfer Agent Instructions dated May 31, 2011 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		134.	Irrevocable Transfer Agent Instructions dated June 28, 2011 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		135.	Irrevocable Transfer Agent Instructions dated September 15, 2011 from the Borrower to Worldwide
Stock Transfer, LLC;



 


		136.	Irrevocable Transfer Agent Instructions dated October 25, 2011 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		137.	Irrevocable Transfer Agent Instructions dated December 8, 2011 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		138.	Irrevocable Transfer Agent Instructions dated January 11, 2012 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		139.	Irrevocable Transfer Agent Instructions dated February 6, 2012 from the Borrower to Worldwide Stock
Transfer, LLC;



 


		140.	Irrevocable Transfer Agent Instructions dated March 26, 2012 from the Borrower to Worldwide Stock
Transfer, LLC;



 



    	 



    	 



    

  


		141.	Irrevocable Transfer Agent Instructions dated April 26, 2012 from the Borrower to Worldwide Stock
Transfer, LLC



 


OTHER DOCUMENTS


 


		142.	Blocked Account Control Agreement (“Shifting Control”) dated as of August 28, 2008
by and among the Borrower, the Lender, and JPMorgan Chase Bank, N.A.;



 


		143.	Lockup Agreement dated July 28, 2008 by SKS Consulting of FL Corp. to the Lender;



 


		144.	Lockup Agreement dated July 28, 2008 by James J. Keil to the Lender;



 


		145.	Lockup Agreement dated July 28, 2008 by J. Scott Womble to the Lender;



 


		146.	Pledge Shares Escrow Agreement dated March 27, 2007 between the Borrower and the Lender;



 


		147.	Monitoring Fee Escrow Agreement dated January 5, 2010 by and among the Borrower, the Lender, Yorkville
Advisors, LLC, and David Gonzalez, Esquire;



 


		148.	Investment Agreement dated February 17, 2006 by and between the Borrower and the Lender;



 


		149.	Investment Agreement dated January 5, 2010 by and between the Borrower and the Lender, as amended
by that certain First Amendment to Investment Agreement dated March 5, 2010;



 


		150.	Escrow Agreement dated July 29, 2008 entered into by and among the Borrower, the Lender, Yorkville
Advisors, LLC, as Investment Manager, and David Gonzalez, Esq., as Escrow Agent;



 


		151.	Escrow Agreement dated April 1, 2010 entered into by and among the Borrower, the Lender, Yorkville
Advisors, LLC, as Investment Manager, and David Gonzalez, Esq., as Escrow Agent;



 


		152.	Ratification Agreement dated as of May 27, 2010 entered into by and between the Borrower and the
Lender; and



 


		153.	Ratification Agreement dated as of August 13, 2010 entered into by and between the Borrower and
the Lender;



 


		154.	Ratification Agreement dated as of September 29, 2010 entered into by and between the Borrower
and the Lender;



 


		155.	Ratification Agreement dated as of October 28, 2010 entered into by and between the Borrower and
the Lender;



 



    	 



    	 



    

  


		156.	Ratification Agreement dated as of December 15, 2010 entered into by and between the Borrower and
the Lender;



 


		157.	Ratification Agreement dated as of January 10, 2011 entered into by and between the Borrower and
the Lender;



 


		158.	Ratification Agreement dated as of February 8, 2011 entered into by and between the Borrower and
the Lender;



 


		159.	Ratification Agreement dated as of March 11, 2011 entered into by and between the Borrower and
the Lender;



 


		160.	Ratification Agreement dated as of April 13, 2011 entered into by and between the Borrower and
the Lender;



 


		161.	Ratification Agreement dated as of May 31, 2011 entered into by and between the Borrower and the
Lender;



 


		162.	Ratification Agreement dated as of June 28, 2011 entered into by and between the Borrower and the
Lender;



 


		163.	Ratification Agreement dated as of September 15, 2011 entered into by and between the Borrower
and the Lender;



 


		164.	Ratification Agreement dated as of October 25, 2011 entered into by and between the Borrower and
the Lender;



 


		165.	Ratification Agreement dated as of December 8, 2011 entered into by and between the Borrower and
the Lender;



 


		166.	Ratification Agreement dated as of January 11, 2012 entered into by and between the Borrower and
the Lender;



 


		167.	Ratification Agreement dated as of February 6, 2012 entered into by and between the Borrower and
the Lender;



 


		168.	Ratification Agreement dated as of March 26, 2012 entered into by and between the Borrower and
the Lender;



 


		169.	Ratification Agreement dated as of April 26, 2012 entered into by and between the Borrower and
the Lender; and



 


		170.	All other documents, instruments, and agreements executed in connection with any of the foregoing.



 






    	 



    	 



    
 


Schedule “2”


Tort Claims


 


Any commercial tort claims that the Borrower may have against
eBay, Inc. and/or its affiliates and subsidiaries concerning or related to the infringement of the Borrower’s patents and
intellectual property.


 



    	 



    	 



    

 


Schedule 3


(Repayments)


 


In accordance
with Section 13 the Lender shall have the right to be repaid out of a portion of proceeds received by the Borrower as follows:


 


For
so long as any of the Obligations remain outstanding, if the Borrower receives any payment from any third parties derived from
any of its patents, whether as a result of a license of its technology, prosecution of its patents, or otherwise, and such receipt
individually exceeds $1,000,000, or in the aggregate combined with prior receipts exceeds $1,000,000, the Borrower shall offer
to pay the Lender a portion of such receipts, which shall be applied towards the repayment of the outstanding Obligations of the
Borrower. Within 2 business days of either (i) each receipt of a single payment exceeding $1,000,000, or (ii) each receipt of a
single payment that in the aggregate with prior receipts of single payments less than $1,000,000 exceeds $1,000,000, the Borrower
shall offer to pay to the Lender an amount equal to at least 50% of such applicable receipts to be applied towards the outstanding
Obligations. In each such instance the Lender shall in its sole discretion, have the right to accept or reject the payment by providing
notice to the Borrower within three business days of receipt of Borrower’s offer. If the Lender accepts the repayment offer,
the Borrower shall promptly pay to the Lender the relevant portion of the receipts, and upon receipt of the funds the Lender shall
apply the receipts towards the repayment of the outstanding Obligations of the Borrower as it determines, without any penalty or
premium, and shall notify the Borrower of such application.


 



    	 



    	 



    

 


Exhibit A


(Closing Statement)