Unassociated Document


     

    
      RATIFICATION
AGREEMENT

      


      THIS RATIFICATION AGREEMENT
(hereinafter, this “Agreement”) made this 27th day
of May, 2010 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 Two Concourse
Parkway, Suite 500, Atlanta, Georgia 30328 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 additional financing in
order to pursue one or more transactions within the next ninety (90) days and
that the expected proceeds from the consummation of such transaction(s) will be
sufficient to repay the New Loan (as defined herein) and to fund the Borrower’s
ongoing business operations for twelve (12) months.  In connection
therewith, the Borrower has requested that the Lender make an additional
financial accommodation to the Borrower in the amount of $2,006,137.04 to fund
ongoing business operations and to pay off the 4/1/10 Note (as defined in
Schedule 1) in full, 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 “New 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 Borrower but only upon the condition, among
others, that the Borrower enters 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:

              


      

       

      
        	
                 
      

              	
                a.

              	
                Owed
      under the CCP-1 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	5,000,000.00	 
	
                        Interest

                      	 	$	1,576,675.05	 
	
                        Total

                      	 	$	6,576,675.05	 


              

            

          

        

      

      


      
        	
                 
      

              	
                b.

              	
                Owed
      under the CCP-2 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	2,500,000.00	 
	
                        Interest

                      	 	$	789,545.73	 
	
                        Total

                      	 	$	3,289,545.73	 


              

            

          

        

      

       

      
        	
                 
      

              	
                c.

              	
                Owed
      under the NEOM-4-1 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	7,458,651.00	 
	
                        Interest

                      	 	$	3,073,577.25	 
	
                        Total

                      	 	$	10,532,228.25	 


              

            

          

        

      

       

      
        	
                 
      

              	
                d.

              	
                Owed
      under the NEOM-1-1 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	1,775,000.00	 
	
                        Interest

                      	 	$	683,545.21	 
	
                        Total

                      	 	$	2,458,545.21	 


              

            

          

        

      

       

      
        	
                 
      

              	
                e.

              	
                Owed
      under the NEOM-2008-1 Debenture as of May 26,
  2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	390,000.00	 
	
                        Interest

                      	 	$	126,262.50	 
	
                        Total

                      	 	$	516,262.50	 


              

            

          

        

      

       

      
        	
                 
      

              	
                f.

              	
                Owed
      under the NEOM-2008-2 Debenture as of May 26,
  2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	500,000.00	 
	
                        Interest

                      	 	$	154,375.00	 
	
                        Total

                      	 	$	654,375.00	 


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                g.

              	
                Owed
      under the NEOM-2008-3 Debenture as of May 26,
  2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	790,000.00	 
	
                        Interest

                      	 	$	239,633.34	 
	
                        Total

                      	 	$	1,029,633.34	 


              

            

          

        

      

      


      
        	
                 
      

              	
                h.

              	
                Owed
      under the NEOM-2008-4 Debenture as of May 26,
  2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	137,750.00	 
	
                        Interest

                      	 	$	39,373.54	 
	
                        Total

                      	 	$	176,373.54	 


              

            

          

        

      

       

      
        	
                 
      

              	
                i.

              	
                Owed
      under the NEOM-9-1 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	2,325,000.00	 
	
                        Interest

                      	 	$	596,750.00	 
	
                        Total

                      	 	$	2,921,750.00	 


              

            

          

        

      

       

      
        	
                 
      

              	
                j.

              	
                Owed
      under the NEOM-9-2 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	2,325,000.00	 
	
                        Interest

                      	 	$	514,470.83	 
	
                        Total

                      	 	$	2,839,470.83	 


              

            

          

        

      

       

      
        	
                 
      

              	
                k.

              	
                Owed
      under the NEOM-9-4 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	294,000.00	 
	
                        Interest

                      	 	$	66,009.22	 
	
                        Total

                      	 	$	360,099.22	 


              

            

          

        

      

       

      
        	
                 
      

              	
                l.

              	
                Owed
      under the NEOM-9-5 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	715,000.00	 
	
                        Interest

                      	 	$	97,875.56	 
	
                        Total

                      	 	$	812,875.56	 


              

            

          

        

      

       

      
        	
                 
      

              	
                m.

              	
                Owed
      under the NEOM-9-6 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	535,000.00	 
	
                        Interest

                      	 	$	65,745.56	 
	
                        Total

                      	 	$	600,745.56	 


              

            

          

        

      

       

      
        	
                 
      

              	
                n.

              	
                Owed
      under the NEOM-9-7 Debenture as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	475,000.00	 
	
                        Interest

                      	 	$	52,830.56	 
	
                        Total

                      	 	$	527,830.56	 


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                o.

              	
                Owed
      under the 4/1/10 Note as of May 26,
2010:

              


      

       

      
        
          
            
              
                	
                        Principal

                      	 	$  	500,000.00	 
	
                        Interest

                      	 	$	6,137.04	 
	
                        Total

                      	 	$	506,137.04	 


              

            

          

        

      

       

      
        	
                 
      

              	
                p.

              	
                For
      all interest accruing from and after May 26, 2010 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 , and all amounts hereafter owed
or due under the New 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 8, 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.

              


      

       

      
        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 Borrower 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 New 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
      Borrower shall have paid to the Lender’s investment manager, Yorkville
      Advisors, LLC, a commitment and structuring fee in the amount of
      $90,000.00 in good and collected funds in accordance with the closing
      statement of even date herewith;

              


      

       

      
        	
                 
      

              	
                d.

              	
                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

              


      

       

      
        	
                 
      

              	
                e.

              	
                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 $2,006,137.04 (the “New Loan”) to fund
      ongoing business operations while the Borrower seeks to negotiate certain
      business transactions and to pay off the 4/1/10 Note in
      full.  Upon the satisfaction of all of the conditions precedent
      set forth in Paragraph 5 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 New
      Debenture and the Related Documents, the New Loan shall (a) be made by the
      Lender in accordance with the terms and conditions of the New Debenture
      and the other Financing Documents, (b) constitute a portion of the
      Obligations, and (c) shall 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) the Lender has the right on or after August 26, 2010 to
      require one or more mandatory redemptions of all or a portion of the
      amounts due under the New Debenture, and, if the Lender elects to require
      such a mandatory redemption or redemptions, the Borrower will comply with
      the same regardless of whether the Borrower is able to consummate the
      contemplated transaction(s) or whether the proceeds of such transaction(s)
      are sufficient to satisfy the amount(s) of any such required mandatory
      redemption(s).

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Condition
Subsequent

      


      
        	
                6.

              	
                On
      or before thirty (30) days from the date hereof, 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.

              


      

       

      Cooperation With Respect to
NeoMedia Europe AG

       

      
        	
                7.

              	
                The
      Borrower shall cooperate fully with the Lender to cause (subject to, and
      only to the extent permissible under, German law) the Borrower’s
      wholly-owned subsidiary, NeoMedia Europe AG (f/k/a Gavitec AG) (“AG”), to execute and
      deliver to the Lender any and all documents, instruments, or agreements in
      a form and substance acceptable to the Lender in all respects (including,
      without limitation, a Share Pledge Agreement, Security Assignment
      Agreement, and IP Pledge Agreement) pursuant to which AG shall become a
      guarantor of the Obligations and grant a first priority perfected security
      interest in favor of the Lender in all of AG’s assets, including without
      limitation, all intellectual
property.

              


      

       

      Provision Regarding Events
of Default Under The Financing Documents

       

      
        	
                8.

              	
                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 at the address set forth in this Agreement by facsimile
      and  by United States First Class Mail, postage prepaid, provided, however, that
      (a) such declaration shall be effective upon the mailing of the notice 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

       

      
        	
                9.

              	
                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 New Debenture and
      documents related to the New Debenture are true and correct as of the date
      hereof.

              


      

       

      
        	
                 
      

              	
                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, (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.

              	
                The
      Borrower acknowledges and agrees that in accordance with Section 3(b) of
      the New Debenture, from and after August 26, 2010, the Lender may require
      the mandatory redemption of all or a portion of the outstanding balance of
      the New Debenture, and that such date provides a reasonable time for the
      Borrower to redeem the New Debenture in full, and that the Borrower fully
      and reasonably expects to be able to do so, if and when the Lender elects
      to require such a mandatory redemption or
  redemptions.

              


      

       

      
        	
                 
      

              	
                j.

              	
                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.

              


      

       

      Costs of
Collection

      


      
        	
                10.

              	
                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

      


      
        	
                11.

              	
                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

      

       

      
        	
                12.

              	
                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

       

      
        	
                13.

              	
                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

      

       

      
        	
                14.

              	
                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.

              


      

       

      Entire
Agreement

       

      
        	
                15.

              	
                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

      


      
        	
                16.

              	
                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

    


    
      	
              17.

            	
              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

    


    
      	
              18.

            	
              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.

                  
	
                    f/k/a
      Cornell Capital Partners, LP

                  	 	 
      
	 
      	 	 
      
	
                    By:

                  	
                    Yorkville
      Advisors, LLC,

                  	 	 
      
	 
      	
                    its
      Investment Manager

                  	 	 
      
	 
      	 	 
      
	
                    By:

                  	/s/
      Gerald Eicke	 	
                    By:

                  	/s/
      Michael W. Zima
	
                    Name:     
      Gerald Eicke

                  	 	
                    Name:     
      Michael W. Zima

                  
	
                    Title:       
      Managing Member

                  	 	
                    Title:       
      Chief Financial
Officer

                  


          

        

      

    

     

    [Signature Page to Ratification Agreement]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    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 the Borrower, 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 the Borrower, 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 the Borrower, 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;

            


    

     

    
      [Schedule
1: Financing Documents]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              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;

            


    

     

    
      [Schedule
1: Financing Documents]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              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”, 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, and the New Debenture, the “Debentures”), 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.

            	
              Promissory
      Note dated April 1, 2010 made by the Borrower payable to the Lender in the
      original principal amount of $500,000.00 (hereinafter, the “4/1/10 Note”, and
      collectively, together with the Debentures and the 12/23/09 Note, the
      “Debt
      Instruments”);

            


    

     

    
      	
               
      

            	
              16.

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

            


    

     

    SECURITIES PURCHASE
AGREEMENTS

     

    
      	
               
      

            	
              17.

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

            


    

     

    
      	
               
      

            	
              18.

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

            


    

     

    
      	
               
      

            	
              19.

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

            


    

     

    
      	
               
      

            	
              20.

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

            


    

     

    
      	
               
      

            	
              21.

            	
              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;

            


    

     

    
      	
               
      

            	
              22.

            	
              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;

            


    

     

    
      	
               
      

            	
              23.

            	
              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;

            


    

     

    
      [Schedule
1: Financing Documents]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              24.

            	
              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;

            


    

     

    SECURITY
DOCUMENTS

     

    
      	
               
      

            	
              25.

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

            


    

     

    
      	
               
      

            	
              26.

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

            


    

     

    
      	
               
      

            	
              27.

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

            


    

     

    
      	
               
      

            	
              28.

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

            


    

     

    
      	
               
      

            	
              29.

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

            


    

     

    
      	
               
      

            	
              30.

            	
              Security
      Agreement dated as of July 29, 2008 entered into by and between the
      Borrower and the Lender (the “2008 Security
      Agreement”);

            


    

     

    
      	
               
      

            	
              31.

            	
              Patent
      Security Agreement dated as of July 29, 2008 entered into by and between
      the Borrower and the Lender (the “2008 IPSA”, and together
      with the 2008 Security Agreement, the “2008 Collateral
      Agreements”);

            


    

     

    WARRANTS

     

    
      	
               
      

            	
              32.

            	
              “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;

            


    

     

    
      	
               
      

            	
              33.

            	
              “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;

            


    

     

    
      	
               
      

            	
              34.

            	
              “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;

            


    

     

    
      [Schedule
1: Financing Documents]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              35.

            	
              “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;

            


    

     

    
      	
               
      

            	
              36.

            	
              “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;

            


    

     

    
      	
               
      

            	
              37.

            	
              “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;

            


    

     

    
      	
               
      

            	
              38.

            	
              “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;

            


    

     

    
      	
               
      

            	
              39.

            	
              “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;

            


    

     

    
      	
               
      

            	
              40.

            	
              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;

            


    

     

    
      	
               
      

            	
              41.

            	
              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;

            


    

     

    
      	
               
      

            	
              42.

            	
              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;

            


    

     

    
      	
               
      

            	
              43.

            	
              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;

            


    

     

    
      [Schedule
1: Financing Documents]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              44.

            	
              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;

            


    

     

    
      	
               
      

            	
              45.

            	
              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;

            


    

     

    
      	
               
      

            	
              46.

            	
              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;

            


    

     

    
      	
               
      

            	
              47.

            	
              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;

            


    

     

    
      	
               
      

            	
              48.

            	
              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;

            


    

     

    
      	
               
      

            	
              49.

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

            


    

     

    REGISTRATION RIGHTS
AGREEMENTS

     

    
      	
               
      

            	
              50.

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

            


    

     

    
      	
               
      

            	
              51.

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

            


    

     

    
      	
               
      

            	
              52.

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

            


    

     

    
      	
               
      

            	
              53.

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

            


    

     

    
      	
               
      

            	
              54.

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

            


    

     

    
      [Schedule
1: Financing Documents]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              55.

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

            


    

     

    TRANSFER AGENT
INSTRUCTIONS

     

    
      	
               
      

            	
              56.

            	
              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.;

            


    

     

    
      	
               
      

            	
              57.

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

            


    

     

    
      	
               
      

            	
              58.

            	
              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.;

            


    

     

    
      	
               
      

            	
              59.

            	
              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.;

            


    

     

    
      	
               
      

            	
              60.

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

            


    

     

    
      	
               
      

            	
              61.

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

            


    

     

    
      	
               
      

            	
              62.

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

            


    

     

    
      	
               
      

            	
              63.

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

            


    

     

    OTHER
DOCUMENTS

     

    
      	
               
      

            	
              64.

            	
              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.;

            


    

     

    
      	
               
      

            	
              65.

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

            


    

     

    
      	
               
      

            	
              66.

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

            


    

     

    
      	
               
      

            	
              67.

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

            


    

     

    
      [Schedule
1: Financing Documents]

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              68.

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

            


    

     

    
      	
               
      

            	
              69.

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

            


    

     

    
      	
               
      

            	
              70.

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

            


    

     

    
      	
               
      

            	
              71.

            	
              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;

            


    

     

    
      	
               
      

            	
              72.

            	
              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;

            


    

     

    
      	
               
      

            	
              73.

            	
              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;
and

            


    

     

    
      	
               
      

            	
              74.

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

            


    

     

    
      [Schedule
1: Financing Documents]