EXHIBIT
10.9


 


NEITHER
THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


 


NEOMEDIA
TECHNOLOGIES, INC.


 


Amended
and Restated Secured Convertible Debenture


 


	Original
    Issuance Date: December 8, 2011	Principal
Amount: $150,000.00

	 	Accrued and Unpaid Interest: $14,830.82
	 	 
	No.
    NEOM-11-11/Westport	 


 


This
Amended and Restated Secured Convertible Debenture (including all secured convertible debentures issued in exchange, transfer
or replacement hereof, this “Debenture”) represents the indebtedness previously evidenced by that certain Secured
Convertible Debenture dated December 8, 2011 issued by NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), to YA GLOBAL INVESTMENTS, L.P. (the “Former Holder”) in the original
principal amount of $325,000.00 (the “Original Debenture”). As of June 1, 2013, pursuant to the terms and conditions
of the Assignment Agreement (as defined in Section 17), the Former Holder, sold, transferred, and assigned to WESTPORT
ENERGY LLC, 100 Overlook Center, 2nd Floor, Princeton, NJ 08540 (the “Holder”), the entire
principal and accrued and unpaid interest evidenced by the Original Debenture. This Debenture (No. NEOM-11-11/Westport) is being
re-issued and registered in the name of the Holder to reflect the $150,000.00 outstanding principal balance and
the $14,830.82 of accrued and unpaid interest as of the date hereof of the Original Debenture that was sold, transferred,
and assigned to the Holder by the Former Holder.


 


FOR
VALUE RECEIVED, the Company hereby promises to pay to the order of the Holder, or its registered assigns, the amount set out
above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”)
when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance
with the terms hereof), plus interest (“Interest”) accruing and unpaid on any outstanding Principal at the
applicable Interest Rate from December 8, 2011 until the same becomes due and payable, whether upon the Maturity Date or acceleration,
conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein
are defined in Section 17.


 




    	 



    	 



    


 


(1)
GENERAL TERMS


 


(a)
Payment of Principal. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding
Principal, accrued and unpaid Interest. The “Maturity Date” shall be August 1, 2014, as may be extended from
time to time by the Former Holder pursuant to the terms and conditions of the Assignment Agreement. Other than as specifically
permitted by this Debenture in Section 3(a) or otherwise, or pursuant to the Securities Purchase Agreement or other Transaction
Documents, the Company may not prepay or redeem any portion of the outstanding Principal without the prior written consent of
the Former Holder.


 


(b)
Interest. Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to 9.5% (“Interest
Rate”). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent
permitted by applicable law. Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein) to the Holder
or its assignee in whose name this Debenture is registered on the records of the Company regarding registration and transfers
of Debentures at the option of the Company in cash, or, provided that the Equity Conditions are then satisfied converted into
Common Stock at the applicable Conversion Price on the Trading Day immediately prior to the date paid.


 


(c)
Security. The Debenture is secured by all collateral granted by the Company and its affiliates to the Former Holder, in
accordance with the terms and conditions of the Assignment Agreement.


 


(2)
EVENTS OF DEFAULT. 


 


(a)
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


(i)
the Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this
Debenture (including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or
any other Transaction Document;


 


(ii)
The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary
of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company
any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company state that it is unable to pay its debts generally as they become due; or the Company
or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring
of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent
to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary
of the Company for the purpose of effecting any of the foregoing;


 




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(iii)
The Company or any subsidiary of the Company shall default in any of its obligations under any other debenture or any mortgage,
credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued,
or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or
factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness
now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable;


 


(iv)
If the Common Stock is quoted or listed for trading on any of the following and it ceases to be so quoted or listed for trading
and shall not again be quoted or listed for trading on any Primary Market within five (5) Trading Days of such delisting: (a)
the NYSE Amex, (b) New York Stock Exchange, (c) the Nasdaq Global Market, (d) the Nasdaq Select Market, or (e) the Nasdaq OTC
Bulletin Board (“OTCBB”) (each, a “Primary Market”);


 


(v)
The Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 17)
unless in connection with such Change of Control Transaction this Debenture is retired; 


 


(vi)
The Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within
five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to any holder of the Debentures,
including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debentures
into shares of Common Stock that is tendered in accordance with the provisions of the Debentures, other than pursuant to Section
4(c);


 


(vii)
The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within three (3)
Business Days after such payment is due; 


 


(viii)
The Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach
or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction
Document (as defined in Section 17) which is not cured within the time prescribed.


 




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(ix)
any Event of Default (as defined in the Other Securities) occurs with respect to any Other Securities.


 


(b)
During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full unpaid Principal
amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall
become at the Holder’s election, immediately due and payable in cash; provided however, the Holder may request (but shall
have no obligation to request) payment of such amounts in Common Stock of the Company. Furthermore, in addition to any other remedies,
the Holder shall have the right (but not the obligation) to convert this Debenture at any time after (x) an Event of Default or
(y) the Maturity Date at the Conversion Price. The Company hereby waives any presentment, demand, protest or other notice of any
kind, (other than required notice of conversion) and the Holder may immediately and without expiration of any grace period enforce
any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration
may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon. 


 


(c)
ASSIGNMENT OF RIGHTS UNDER ASSIGNMENT AGREEMENT. The Company acknowledges and agrees that (a) the Holder’s rights
and remedies under this Debenture are subject to the terms and conditions of the Assignment Agreement; and (b) the Holder has
irrevocably appointed the Former Holder as its agent with the exclusive right to enforce the Holder’s rights and remedies
under this Debenture, except with respect to the enforcement of conversions permitted hereunder.


 


(3)
COMPANY REDEMPTION. 


 


(a)
Company’s Additional Cash Redemption. The Company at its option shall have the right to redeem (“Optional
Redemption”) a portion or all amounts outstanding under this Debenture prior to the Maturity Date provided that as of
the date of the Holder’s receipt of a Redemption Notice (as defined herein) (i) the Closing Bid Price is less than the Fixed
Conversion Price and (ii) no Event of Default has occurred. The Company shall pay an amount equal to the principal amount being
redeemed plus a redemption premium (“Redemption Premium”) equal to fifteen percent (15%) of the Principal amount
being redeemed, and accrued Interest, (collectively referred to as the “Company Additional Redemption Amount”).
In order to make a redemption pursuant to this Section, the Company shall first provide written notice to the Holder of its intention
to make a redemption (the “Redemption Notice”) setting forth the amount of Principal it desires to redeem.
After receipt of the Redemption Notice the Holder shall have three (3) Business Days to elect to convert all or any portion of
this Debenture, subject to the limitations set forth in Section 4(b). On the fourth (4th) Business Day after the Redemption Notice,
the Company shall deliver to the Holder the Company Additional Redemption Amount with respect to the Principal amount redeemed
after giving effect to conversions effected during the three (3) Business Day period.


 




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(4)
CONVERSION OF DEBENTURE. This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms
and conditions set forth in this Section 4.


 


(a)
Conversion Right. Subject to the provisions of Section 4(c), at any time or times on or after the Issuance Date, the Holder
shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and
nonassessable shares of Common Stock in accordance with Section 4(b), at the Conversion Rate (as defined below). The number of
shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 4(a) shall be determined by
dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). The Company shall
not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction
of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The
Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery
of Common Stock upon conversion of any Conversion Amount. 


 


(i)
“Conversion Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise
with respect to which this determination is being made.


 


(ii)
“Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination the lesser
of (a) $2.00 (the “Fixed Conversion Price”), subject to adjustment as provided herein, or (b) ninety-five percent
(95%) of the lowest Volume Weighted Average Price during the 125 Trading Days immediately preceding the Conversion Date (the “Market
Conversion Price”). 


 


(b)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),
the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such
date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”)
to the Company and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery
service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to
this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt
of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be
placed on certificates of Common Stock pursuant to the Securities Purchase Agreement and provided that the Transfer Agent is participating
in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate
number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account
with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate,
registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled
which certificates shall not bear any restrictive legends unless required pursuant to Section 2(g) of the Securities Purchase
Agreement. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater
than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event
later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder a new
Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common
Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such shares
of Common Stock upon the transmission of a Conversion Notice. In the event of a partial conversion of this Debenture pursuant
hereto, the principal amount converted shall be deducted from the installment amounts relating to the installment dates as set
forth in the Conversion Notice.


 




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(ii)
Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of the facsimile
copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s
balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such holder’s conversion
of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable
upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company
shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of
pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at
which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii)
promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash
to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common
Stock, times (B) the Closing Bid Price on the Conversion Date.


 


(iii)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless
(A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with
prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical
surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal and Interest converted and
the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not
to require physical surrender of this Debenture upon conversion.


 




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(c)
Limitations on Conversions.


 


(i)
Beneficial Ownership. The Company shall not effect any conversions of this Debenture and the Holder shall not have the
right to convert any portion of this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent
that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof,
would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder)
in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt
of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common
Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares
of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may
be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether
the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines
that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Debenture
is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a
principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates may beneficially
own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact
and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance
with Section 4(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding
under this Debenture. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder)
upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 


(d)
Other Provisions.


 


(i)
Reserve


 


(1)
Initial Reserve. The Company covenants that it will at all times from and after the date hereof reserve and keep available
out of its authorized and unissued shares of Common Stock, Three Billion (3,000,000,000) shares (the “Initial Share Reserve”)
solely for the purpose of issuance of Common Stock pursuant to the securities initially issued by the Company to the Former Holder
(the “Other Securities”), as required by certain outstanding agreements between the Company and Former Holder.



 


(2)
Procedures to Increase Reserve. If at any time the total number of shares of Common Stock that may be issued pursuant to
the Other Securities (in each case, and solely for the purpose of this clause, ignoring any restrictions or limitations
on the number of shares of Common Stock that may be presently issuable pursuant to each instrument) exceeds the number of shares
then reserved for issuance under the Initial Share Reserve, then the Former Holder shall have the right to provide written notice
to the Company (a “Reserve Increase Notice”) to increase the Initial Share Reserve to a number of shares of
Common Stock selected by the Former Holder, which shall not exceed the maximum number of shares of Common Stock that may be issuable
pursuant to the instruments held by the Former Holder at the time of the Reserve Increase Notice (the Initial Share Reserve, as
increased, the “YA Share Reserve”). Within sixty (60) days of receipt of a Reserve Increase Notice, the Company
shall increase the Initial Share Reserve in accordance with such notice. Notwithstanding the foregoing, in the event the Company
does not have a sufficient number of authorized shares of Common Stock available to satisfy its obligation to reserve for issuance
such number of shares as set forth in the Reserve Increase Notice to create the YA Share Reserve, then (A) the Company shall promptly
reserve such portion of its authorized shares of Common Stock that is available to be reserved for the creation of the YA Share
Reserve, and (B) with respect to any shortfall, the Company shall (i) take all steps necessary to increase its authorized shares
of Common Stock to an amount sufficient to allow the Company to reserve the required amount as quickly as practicable, and (ii)
use its best efforts to amend the Company’s certificate of incorporation to increase the number of authorized but unissued
shares of Common Stock to at least the required amount, as soon as practicable and in any event not later than the seventy-fifth
(75th) day after receipt of a Reserve Increase Notice. All reservations or increases of amounts of reserved shares and authorized
shares of Common Stock under this section shall be subject to the due and proper approval, as applicable and required by all relevant
laws, of the shareholders of the Company. With respect to the Company’s maintenance of the Initial Share Reserve and the
YA Share Reserve as set forth in this section, an Event of Default shall only occur upon the Company’s inability to increase
the amount of reserved shares of Common Stock via the amendment of its certificate of incorporation as prescribed above, subsequent
to its receipt of a Reserve Increase Notice. The Company’s receipt of a Reserve Increase Notice shall not constitute an
Event of Default. 


 




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(ii)
All calculations under this Section 4 shall be rounded to the nearest $0.0001 or whole share.


 


(iii)
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section
2 herein for the Company ‘s failure to deliver certificates representing shares of Common Stock upon conversion within the
period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or
provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant
to any other Section hereof or under applicable law. 


 


(5)
Adjustments to Conversion Price


 


(a)
Adjustment of Conversion Price upon Issuance of Common Stock. If the Company, at any time while this Debenture is outstanding,
issues or sells, or in accordance with this Section 5(a) is deemed to have issued or sold, any shares of Common Stock, excluding
shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Securities, for a consideration
per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately
prior to such issue or sale (such price the “Applicable Price”) (the foregoing a “Dilutive Issuance”),
then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to the New
Issuance Price. For purposes of determining the adjusted Conversion Price under this Section 5(a), the following shall be applicable:


 




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(i)
Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which
one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible
Securities issuable upon exercise of such Option is less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such
price per share. For purposes of this Section, the “lowest price per share for which one share of Common Stock is issuable
upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise
of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the
Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon
conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option. No further adjustment of
the Conversion Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon
the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange or exercise of such
Convertible Securities.


 


(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest
price per share for which one share of Common Stock is issuable upon such conversion or exchange or exercise thereof is less than
the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this
Section, the “lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange or
exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or
exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual
issuance of such share of Common Stock upon conversion or exchange or exercise of such Convertible Securities, and if any such
issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price
had been or are to be made pursuant to other provisions of this Section, no further adjustment of the Conversion Price shall be
made by reason of such issue or sale.


 


(iii)
Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect
at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options
or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the
case may be, at the time initially granted, issued or sold. For purposes of this Section, if the terms of any Option or Convertible
Security that was outstanding as of the Issuance Date are changed in the manner described in the immediately preceding sentence,
then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall
be deemed to have been issued as of the date of such change. No adjustment shall be made if such adjustment would result in an
increase of the Conversion Price then in effect.


 




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(iv)
Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities
by the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options
by the parties thereto, the Options will be deemed to have been issued for the difference of (x) the aggregate fair market value
of such Options and other securities issued or sold in such integrated transaction, less (y) the fair market value of the securities
other than such Option, issued or sold in such transaction and the other securities issued or sold in such integrated transaction
will be deemed to have been issued or sold for the balance of the consideration received by the Company. If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received
therefor will be deemed to be the gross amount raised by the Company; provided, however, that such gross amount is not greater
than 110% of the net amount received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued
or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will be the
fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration
received by the Company will be the Closing Bid Price of such securities on the date of receipt. If any Common Stock, Options
or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company
is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case
may be. The fair value of any consideration other than cash or securities will be determined jointly by the Company and the Holder.
If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation
Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th)
day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination
of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall
be borne by the Company.


 


(v)
Record Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase
Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the
Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the case may be.


 


(b)
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If the Company, at any time while this
Debenture is outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common
Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares
of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common
Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock
of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 




    	10



    	 



    


 


(c)
Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete conversion of this Debenture (without taking into account any limitations or restrictions on the convertibility of this
Debenture) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue
or sale of such Purchase Rights.


 


(d)
Other Events. If any event occurs of the type contemplated by the provisions of this Section 4 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Conversion
Price so as to protect the rights of the Holder under this Debenture; provided that no such adjustment will increase the Conversion
Price as otherwise determined pursuant to this Section 5.


 


(e)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right to receive upon a conversion of this Debenture,
at the Holder’s option, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or
other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common
Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions
on the convertibility of this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion,
such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such
Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with
conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration
commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory
to the Required Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall
be applied without regard to any limitations on the conversion or redemption of this Debenture.


 




    	11



    	 



    


 


(f)
Whenever the Conversion Price is adjusted pursuant to Section 5 hereof, the Company shall promptly mail to the Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


(g)
In case of any (1) merger or consolidation of the Company or any subsidiary of the Company with or into another Person, or (2)
sale by the Company or any subsidiary of the Company of more than one-half of the assets of the Company in one or a series of
related transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount
of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed
to be held by holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such
event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which
such aggregate principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or
sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the
Holder a convertible Debenture with a principal amount equal to the aggregate principal amount of this Debenture then held by
such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture
shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all
of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures
were issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock
or convertible Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would
receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such
transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder
the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such
event. This provision shall similarly apply to successive such events.


 


(6)
REISSUANCE OF THIS DEBENTURE.


 


(a)
Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the
Company will, subject to the satisfaction of the transfer provisions of the Securities Purchase Agreement, forthwith issue and
deliver upon the order of the Holder a new Debenture (in accordance with Section 6(d)), registered in the name of the registered
transferee or assignee, representing the outstanding Principal being transferred by the Holder and, if less then the entire outstanding
Principal is being transferred, a new Debenture (in accordance with Section 6(d)) to the Holder representing the outstanding Principal
not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of
the provisions of Section 4(b)(iii) following conversion or redemption of any portion of this Debenture, the outstanding Principal
represented by this Debenture may be less than the Principal stated on the face of this Debenture.


 


(b)
Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 6(d)) representing
the outstanding Principal.


 




    	12



    	 



    


 


(c)
Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section 6(d)) representing in the
aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding
Principal as is designated by the Holder at the time of such surrender.


 


(d)
Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture,
such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new
Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 6(a) or Section
6(c), the Principal designated by the Holder which, when added to the principal represented by the other new Debentures issued
in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to
such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is
the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall
represent accrued and unpaid Interest from the Issuance Date.


 


(7)
NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) one (1) Trading Day after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If
    to the Company, to:	NeoMedia
    Technologies, Inc.
	 	100
        West Arapahoe Avenue, Suite 9

        Boulder,
        Colorado 80302

	 	Attention:
    Chief Executive Officer or Chief Financial Officer
	 	Telephone:
    
	 	Facsimile:
    
	 	 
	With
    a copy to: 	K&L
    Gates LLP
	 	200
    South Biscayne Boulevard – Suite 3900
	 	Miami,
    FL 33131-2399
	 	Attention:
    Clayton E. Parker, Esq.
	 	Telephone:
    (305) 539-3300
	 	Facsimile:
    (305) 358-7095
	 	 
	If
    to the Holder:	Westport
        Energy LLC

        

        

        

        

        

	 	100
        Overlook Center, 2nd FL
	 	Princeton,
        NJ 08540
	 	Telephone:
        1.609.498.7029
	 	Facsimile:
        1.609.498.7029
	 	Attention:
        Stephen Schoepfer


 




    	13



    	 



    


 


or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically
generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.


 


(8)
Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which
are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place,
and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. 


 


(9)
This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation,
the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.


 


(10)
No indebtedness of the Company is senior to this Debenture in right of payment, whether with respect to interest, damages or upon
liquidation or dissolution or otherwise.


 


(11)
This Debenture shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect
to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the Superior Courts of the State of New Jersey
sitting in Hudson County, New Jersey and the U.S. District Court for the District of New Jersey sitting in Newark, New Jersey
in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions. 


 


(12)
If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly
for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in
any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted
workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii)
collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding
or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.


 




    	14



    	 



    


 


(13)
Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of
any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist
upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must
be in writing.


 


(14)
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons
and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable
laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted
rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted
to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.


 


(15)
Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.


 


(16)
THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DEBENTURE OR ANY TRANSACTION DOCUMENT OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS DEBENTURE.


 


(17)
CERTAIN DEFINITIONS For purposes of this Debenture, the following terms shall have the following meanings:


 


(a)
“Approved Stock Plan” means a stock option plan that has been approved by the Board of Directors of the Company,
pursuant to which the Company’s securities may be issued only to any employee, officer, or director for services provided
to the Company.


 




    	15



    	 



    


 


(b)
“Assignment Agreement” means that certain Non-Recourse Assignment Agreement dated as of May 31, 2013 by and
among the Former Holder and the Holder.


 


(c)
“Bloomberg” means Bloomberg Financial Markets.


 


(d)
“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in
the United States or a day on which banking institutions are authorized or required by law or other government action to close.


 


(e)
“Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual
or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control
(whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty
percent (50%) of the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other
current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof),
(b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Company which
is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals
who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a
majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of
fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions
with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it
is bound, providing for any of the events set forth above in (a), (b) or (c).


 


(f)
“Closing Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market
or on the exchange which the Common Stock is then listed as quoted by Bloomberg.


 


(g)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for Common Stock.


 


(h)
“Commission” means the Securities and Exchange Commission.


 


(i)
“Common Stock” means the common stock, par value $0.001, of the Company and stock of any other class into which
such shares may hereafter be changed or reclassified.


 




    	16



    	 



    


 


(j)
“Equity Conditions” means that each of the following conditions is satisfied: (i) on each day during the period
beginning two (2) weeks prior to the applicable date of determination and ending on and including the applicable date of determination
(the “Equity Conditions Measuring Period”), either (x) the Underlying Shares Registration Statement shall be effective
and available for the resale of all applicable shares of Common Stock to be issued in connection with the event requiring determination
or (y) all applicable shares of Common Stock to be issued in connection with the event requiring determination shall be eligible
for sale without restriction and without the need for registration under any applicable federal or state securities laws; (ii)
on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market
and shall not have been suspended from trading on such exchange or market nor shall delisting or suspension by such exchange or
market been threatened or pending either (A) in writing by such exchange or market or (B) by falling below the then effective
minimum listing maintenance requirements of such exchange or market; (iii) during the Equity Conditions Measuring Period, the
Company shall have delivered Conversion Shares upon conversion of the Debentures to the Holder on a timely basis as set forth
in Section 4(b)(ii) hereof; (iv) any applicable shares of Common Stock to be issued in connection with the event requiring determination
may be issued in full without violating Section 4(c) hereof and the rules or regulations of the Primary Market; (v) during the
Equity Conditions Measuring Period, there shall not have occurred either (A) an Event of Default or (B) an event that with the
passage of time or giving of notice would constitute an Event of Default; and (vii) the Company shall have no knowledge of any
fact that would cause (x) the Registration Statements required pursuant to the Registration Rights Agreement not to be effective
and available for the resale of all applicable shares of Common Stock to be issued in connection with the event requiring determination
or (y) any applicable shares of Common Stock to be issued in connection with the event requiring determination not to be eligible
for sale without restriction and without the need for registration under any applicable federal or state securities laws.


 


(k)
“Equity Conditions Failure” means that on any applicable date the Equity Conditions have not been satisfied
(or waived in writing by the Holder).


 


(l)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(m)
“Excluded Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an
Approved Stock Plan (b) shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise
of any right, option, obligation or security outstanding on the date prior to date of the Securities Purchase Agreement, provided
that the terms of such right, option, obligation or security are not amended or otherwise modified on or after the date of the
Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price
is not reduced, adjusted or otherwise modified and the number of shares of Common Stock issued or issuable is not increased (whether
by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Securities
Purchase Agreement, (c) shares issued in connection with any acquisition by the Company, whether through an acquisition of stock
or a merger of any business, assets or technologies, leasing arrangement or any other transaction the primary purpose of which
is not to raise equity capital, and (d) the shares of Common Stock issued or deemed to be issued by the Company upon conversion
of this Debenture.


 


(n)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 




    	17



    	 



    


 


(o)
“Original Issue Date” means the date of the first issuance of this Debenture regardless of the number of transfers
and regardless of the number of instruments, which may be issued to evidence such Debenture.


 


(p)
“Other Securities” shall mean all other securities issued to the Holder or Former Holder by the Company including,
without limitation, the following: (i) the debentures (including all debentures issued in exchange, transfer or replacement thereof)
issued pursuant to the securities purchase agreement between the Company and the Former Holder dated August 24, 2006, (ii) the
debentures (including all debentures issued in exchange, transfer or replacement thereof) issued pursuant to the securities purchase
agreement between the Company and the Former Holder dated December 29, 2006, and (iii) the series C convertible preferred stock
issued to the Former Holder pursuant to the investment agreement between the Former Holder and the Company dated February 17,
2006 and governed by the Certificate of Designations of the Series C Convertible Preferred Stock. 


 


(q)
“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government
or political subdivision thereof or a governmental agency.


 


(r)
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


 


(s)
“Securities Purchase Agreement” means the Securities Purchase Agreement dated March 26, 2012 by and among the
Company and Former Holder. 


 


(t)
“Trading Day” means a day on which the shares of Common Stock are quoted on the OTCBB or quoted or traded on
such Primary Market on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares
of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.


 


(u)
“Transaction Documents” means the Securities Purchase Agreement or any other agreement delivered in connection
with the Securities Purchase Agreement, including, without limitation, the Security Documents, the Irrevocable Transfer Agent
Instructions.


 


(v)
“Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment
of interest in accordance with the terms hereof.


 


(w)
“Underlying Shares Registration Statement” means a registration statement covering among other things the resale
of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.


 


(x)
“Volume Weighted Average Price” means, for any security as of any date, the daily dollar volume-weighted average
price for such security on the Primary Market as reported by Bloomberg through its “Historical Prices – Px Table with
Average Daily Volume” functions, or, if no dollar volume-weighted average price is reported for such security by Bloomberg,
the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as
reported in the “pink sheets” by Pink Sheets LLC. 


 




    	18



    	 



    


 


(y)
“Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all
warrants issued in exchange therefor or replacement thereof.


 


(18)
Amended and Restated Debenture. This Debenture represents the portion of
the Original Debenture that has been assigned to the Holder. This Debenture is not in any way intended to constitute a novation
of the obligations and liabilities existing under the Original Debenture or evidence payment of all or any portion of such obligations
and liabilities. 


 


IN
WITNESS WHEREOF, the Company has caused this Secured Convertible Debenture to be duly executed by a duly authorized officer
as of the date set forth above.


 


	 	NEOMEDIA
    TECHNOLOGIES, INC. 
	 	 	 
	 	By:	/s/
    Barry S. Baer
	 	Name:	Barry
    S. Baer
	 	Title:	Chief
    Financial Officer


 




    	19



    	 



    


 


EXHIBIT
I

CONVERSION NOTICE


 


(To
be executed by the Holder in order to Convert the Debenture)


 


TO:


 


The
undersigned hereby irrevocably elects to convert $                             of
the principal amount of Debenture No. NEOM-11-11/Westport into Shares of Common Stock of NEOMEDIA TECHNOLOGIES, INC., according
to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion
    Date:	
	Conversion
    Amount to be converted:	$
	Conversion
    Price:	$
	Number
    of shares of Common Stock to be issued:	 
	Amount
    of Debenture Unconverted:	$
    
	 	 
	Please
    issue the shares of Common Stock in the following name and to the following address:
	 	 
	Issue
    to:	 
	 	 
	Authorized
    Signature:	 
	Name:	 
	Title:	 
	Broker
    DTC Participant Code:	 
	Account
    Number:	 


 




    	EX -1