Exhibit
10.6

     

    SEVENTH RATIFICATION
AGREEMENT

    


    THIS SEVENTH RATIFICATION AGREEMENT
(hereinafter, this “Agreement”) made this 8th day
of February, 2011 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 short term financing for
working capital.  In connection therewith, the Borrower has requested
that the Lender make an additional financial accommodation to the Borrower in
the amount of $650,000.00 to fund ongoing business operations, which financial
accommodation shall be evidenced by, among other documents, instruments,
and agreements, a certain Secured Convertible Debenture of even date herewith
issued by the Borrower in favor of the Lender (the “Second 2011 Debenture”, and
collectively, together with this Agreement, the Existing Financing Documents,
the Related Documents (as defined herein) and all other documents, instruments,
and agreements executed in connection therewith or related thereto, the “Financing
Documents”).  The Lender has agreed to make such an additional
financial accommodation to the Obligors but only upon the condition, among
others, that the Borrower enter into this Agreement with the
Lender.

    


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

    


    Acknowledgment of
Indebtedness

    


    
      	
              1.

            	
              The
      Borrower hereby acknowledges and agrees that it is liable to the Lender as
      follows:

            


    

     

    
      	
               
      

            	
              a.

            	
              Owed
      under the CCP-1 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              
                
                  	
                          Principal

                        	 	$	5,000,000.00	 
	
                          Interest

                        	 	$	1,928,729.85	 
	
                          Total

                        	 	$	6,928,729.85	 


                

              

            

          

        

      

    

    


    
      	
               
      

            	
              b.

            	
              Owed
      under the CCP-2 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            Principal

                          	 	$	2,500,000.00	 
	
                            Interest

                          	 	$	965,273.12	 
	
                            Total

                          	 	$	3,465,573.12	 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              c.

            	
              Owed
      under the NEOM-4-1 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	7,458,651.00	 
	
                      Interest

                    	 	$	2,756,299.25	 
	
                      Total

                    	 	$	10,214,950.25	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              d.

            	
              Owed
      under the NEOM-1-1 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	1,775,000.00	 
	
                      Interest

                    	 	$	858,516.44	 
	
                      Total

                    	 	$	2,633,516.44	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              e.

            	
              Owed
      under the NEOM-2008-1 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	390,000.00	 
	
                      Interest

                    	 	$	168,025.00	 
	
                      Total

                    	 	$	558,025.00	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              f.

            	
              Owed
      under the NEOM-2008-2 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	500,000.00	 
	
                      Interest

                    	 	$	207,916.67	 
	
                      Total

                    	 	$	707,916.67	 


            

          

        

      

    

    


    
      	
               
      

            	
              g.

            	
              Owed
      under the NEOM-2008-3 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	790,000.00	 
	
                      Interest

                    	 	$	324,229.17	 
	
                      Total

                    	 	$	1,114,229.17	 


            

          

        

      

    

    


    
      	
               
      

            	
              h.

            	
              Owed
      under the NEOM-2008-4 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	137,750.00	 
	
                      Interest

                    	 	$	54,124.27	 
	
                      Total

                    	 	$	191,874.27	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              i.

            	
              Owed
      under the NEOM-9-1 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	2,325,000.00	 
	
                      Interest

                    	 	$	824,005.48	 
	
                      Total

                    	 	$	3,149,005.48	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              j.

            	
              Owed
      under the NEOM-9-2 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	2,325,000.00	 
	
                      Interest

                    	 	$	742,853.42	 
	
                      Total

                    	 	$	3,067,853.42	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              k.

            	
              Owed
      under the NEOM-9-4 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	258,035.80	 
	
                      Interest

                    	 	$	93,684.04	 
	
                      Total

                    	 	$	351,720.84	 


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              l.

            	
              Owed
      under the NEOM-9-5 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	715,000.00	 
	
                      Interest

                    	 	$	168,113.15	 
	
                      Total

                    	 	$	883,113.15	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              m.

            	
              Owed
      under the NEOM-9-6 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	535,000.00	 
	
                      Interest

                    	 	$	117,582.74	 
	
                      Total

                    	 	$	652,582.74	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              n.

            	
              Owed
      under the NEOM-9-7 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	475,000.00	 
	
                      Interest

                    	 	$	98,930.14	 
	
                      Total

                    	 	$	569,646.58	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              o.

            	
              Owed
      under the NEOM-10-1 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	2,006,137.04	 
	
                      Interest

                    	 	$	197,755.64	 
	
                      Total

                    	 	$	2,203,892.68	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              p.

            	
              Owed
      under the NEOM-10-2 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	550,000.00	 
	
                      Interest

                    	 	$	37,761.64	 
	
                      Total

                    	 	$	587,761.64	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              q.

            	
              Owed
      under the NEOM-10-3 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	475,000.00	 
	
                      Interest

                    	 	$	24,049.32	 
	
                      Total

                    	 	$	499,049.32	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              r.

            	
              Owed
      under the NEOM-10-4 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	400,000.00	 
	
                      Interest

                    	 	$	15,802.74	 
	
                      Total

                    	 	$	415,802.74	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              s.

            	
              Owed
      under the NEOM-10-5 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	450,000.00	 
	
                      Interest

                    	 	$	9,665.75	 
	
                      Total

                    	 	$	459,665.75	 


            

          

        

      

    

    


     

    
      	
               
      

            	
              t.

            	
              Owed
      under the NEOM-11-1 Debenture as of February 8,
  2011:

            


    

     

    
      
        
          
            
              	
                      Principal

                    	 	$	450,000.00	 
	
                      Interest

                    	 	$	5,178.08	 
	
                      Total

                    	 	$	455,178.08	 


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              u.

            	
              For
      all interest accruing from and after February 8, 2011 due under the
      above-referenced debentures and notes, and for all fees, late charges,
      redemption premiums, liquidated damages, costs, expenses, and costs of
      collection (including attorneys’ fees and expenses) and other amounts,
      heretofore or hereafter accrued or coming due or incurred by the Lender in
      connection with the protection, preservation, or enforcement of its rights
      and remedies under the Financing Documents (including, without limitation,
      the preparation and negotiation of this
  Agreement).

            


    

     

    Hereinafter,
all amounts due as set forth in this Paragraph 1, and all amounts hereafter owed
or due under the 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 6,
      below, the occurrence of a default and/or event of default under any
      Financing Document shall constitute a default and an event of default
      under all of the Financing Documents, it being the express intent of the
      Borrower that all of the Obligations be fully cross-collateralized,
      cross-guaranteed, and
cross-defaulted;

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
              f.

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

            


    

     

    
      Conditions
Precedent

    

     

    
      	
              4.

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

            


    

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Borrower shall have (i) executed and delivered to the Lender all
      documents, instruments, and agreements required by the Lender in
      connection with the 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
      Obligors shall have paid to the Lender’s investment manager, Yorkville
      Advisors, LLC, a commitment and structuring fee in the amount of
      $40,000.00 in good and collected funds in accordance with the closing
      statement attached hereto as Exhibit
      “A”;

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              f.

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

            


    

     

    New Loan

     

    
      	
              5.

            	
              The
      Borrower has requested that the Lender make a short-term loan in the
      original principal amount of $650,000.00 (the “New Loan”) to fund ongoing
      business operations. Upon the satisfaction of all of the conditions
      precedent set forth in Paragraph 4 of
      this Agreement, as determined by the Lender in the Lender’s sole and
      exclusive discretion, and subject to the terms and conditions of the
      Second 2011 Debenture and the Related Documents, the New Loan shall (a) be
      made by the Lender in accordance with the terms and conditions of the
      Second 2011 Debenture and the other Financing Documents, (b) constitute a
      portion of the Obligations, and (c) be secured by all of the collateral
      granted to the Lender by the Obligors.  The Borrower hereby
      acknowledges and agrees that (x) the New Loan is a single, one time loan,
      (y) by making the New Loan the Lender is not agreeing to make any further
      loans in the future, and (z) will be repaid in full on or before July 29,
      2012.

            


    

     

    Provision Regarding Events
of Default Under The Financing Documents

     

    
      	
              6.

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

            


    

     

    Representations, Warranties,
and Covenants

     

    
      	
              7.

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

            


    

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      	
               
      

            	
              f.

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

            


    

     

    
      	
               
      

            	
              g.

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

            


    

     

    
      	
               
      

            	
              h.

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

            


    

     

    
      	
               
      

            	
              i.

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

            


    

     

    
      	
               
      

            	
              j.

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

            


    

     

    Costs of
Collection

    


    
      	
              8.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Waiver of Jury
Trial

    


    
      	
              9.

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

            


    

     

    
      Credit
Bidding

    

     

    
      	
              10.

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

            


    

     

    Consent to
Jurisdiction

     

    
      	
              11.

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

            


    

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    
      	
               
      

            	
              d.

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

            


    

     

    
      	
               
      

            	
              e.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Non-Interference

    

     

    
      	
              12.

            	
              From
      and after the date hereof, the Borrower
agrees:

            


    

     

    
      	
               
      

            	
              a.

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

            


    

     

    
      	
               
      

            	
              b.

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

            


    

     

    
      	
               
      

            	
              c.

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

            


    

     

    Entire
Agreement

     

    
      	
              13.

            	
              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

    


    
      	
              14.

            	
              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

    


    
      	
              15.

            	
              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

    


    
      	
              16.

            	
              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:

                                            	

                                              CFO

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
“1”

    (Financing
Documents)

    


    DEBENTURES AND
NOTES

     

    
      	
               
      

            	
              1.

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

            


    

     

    
      	
               
      

            	
              2.

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

            


    

     

    
      	
               
      

            	
              3.

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

            


    

     

    
      	
               
      

            	
              4.

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

            


    

     

    
      	
               
      

            	
              5.

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

            


    

     

    
      	
               
      

            	
              6.

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

            


    

     

    
      	
               
      

            	
              7.

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

            


    

     

    
      	
               
      

            	
              8.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              9.

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

            


    

     

    
      	
               
      

            	
              10.

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

            


    

     

    
      	
               
      

            	
              11.

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

            


    

     

    
      	
               
      

            	
              12.

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

            


    

     

    
      	
               
      

            	
              13.

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

            


    

     

    
      	
               
      

            	
              14.

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

            


    

     

    
      	
               
      

            	
              15.

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

            


    

     

    
      	
               
      

            	
              16.

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

            


    

     

    
      	
               
      

            	
              17.

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

            


    

     

    
      	
               
      

            	
              18.

            	
              Secured
      Convertible Debenture dated October 28, 2010 issued by the Company to the
      Investor in the original principal amount of $400,000 (hereinafter, as
      amended and in effect, the “NEOM-10-4
  Debenture”),

            


    

     

    
      	
               
      

            	
              19.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              20.

            	
              Secured
      Convertible Debenture dated January 10, 2011 issued by the Borrower to the
      Lender in the original principal amount of $450,000.00 (hereinafter, as
      amended and in effect, the “NEOM-11-1 Debenture”), and collectively,
      together with the CCP-1 Debenture, the CCP-2 Debenture, the NEOM 4-1
      Debenture, the NEOM 1-1 Debenture, the NEOM 2008-1 Debenture, the NEOM
      2008-2 Debenture, the NEOM 2008-3 Debenture, the NEOM 2008-4 Debenture,
      the NEOM 9-1 Debenture, the NEOM 9-2 Debenture, the NEOM 9-4 Debenture,
      the NEOM 9-5 Debenture, the NEOM 9-6 Debenture, the NEOM 9-7 Debenture,
      the NEOM-10-2 Debenture, the NEOM-10-3 Debenture, the NEOM-10-4 Debenture
      and the NEOM-10-5 Debenture and the Second 2011 Debenture, the
      “Debentures”);

            


    

     

    
      	
               
      

            	
              21.

            	
              Promissory
      Note dated April 1, 2010 made by the Company payable to the Investor 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”);

            


    

     

    
      	
               
      

            	
              22.

            	
              Master
      Amendment Agreement dated as of March 27, 2007 by and between the Company
      and the Investor;

            


    

     

    SECURITIES PURCHASE
AGREEMENTS

     

    
      	
               
      

            	
              23.

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

            


    

     

    
      	
               
      

            	
              24.

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

            


    

     

    
      	
               
      

            	
              25.

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

            


    

     

    
      	
               
      

            	
              26.

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

            


    

     

    
      	
               
      

            	
              27.

            	
              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;

            


    

     

    
      	
               
      

            	
              28.

            	
              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;

            


    

     

    
      	
               
      

            	
              29.

            	
              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;

            


    

     

    
      	
               
      

            	
              30.

            	
              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;

            


    

     

    
      	
               
      

            	
              31.

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

            


    

     

    
      	
               
      

            	
              32.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              33.

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

            


    

     

    
      	
               
      

            	
              34.

            	
              Agreement,
      dated as of October 28, 2010, by and among the Company and the Investor
      pursuant to which the Investor purchased a Secured Convertible Debenture
      in the original principal amount of
$400,000;

            


    

     

    
      	
               
      

            	
              35.

            	
              Agreement,
      dated as of December 15, 2010, by and among the Company and the Investor
      pursuant to which the Investor purchased a Secured Convertible Debenture
      in the original principal amount of
$450,000;

            


    

     

    
      	
               
      

            	
              36.

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

            


    

      

    SECURITY
DOCUMENTS

     

    
      	
               
      

            	
              37.

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

            


    

     

    
      	
               
      

            	
              38.

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

            


    

     

    
      	
               
      

            	
              39.

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

            


    

     

    
      	
               
      

            	
              40.

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

            


    

     

    
      	
               
      

            	
              41.

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

            


    

     

    
      	
               
      

            	
              42.

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

            


    

     

    
      	
               
      

            	
              43.

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

            


    

     

    
      	
               
      

            	
              44.

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

            


    

     

    
      	
               
      

            	
              45.

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

            


    

     

    
      	
               
      

            	
              46.

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

            


    

     

    WARRANTS

     

    
      	
               
      

            	
              47.

            	
              “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;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              48.

            	
              “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;

            


    

     

    
      	
               
      

            	
              49.

            	
              “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;

            


    

     

    
      	
               
      

            	
              50.

            	
              “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;

            


    

     

    
      	
               
      

            	
              51.

            	
              “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;

            


    

     

    
      	
               
      

            	
              52.

            	
              “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;

            


    

     

    
      	
               
      

            	
              53.

            	
              “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;

            


    

     

    
      	
               
      

            	
              54.

            	
              “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;

            


    

     

    
      	
               
      

            	
              55.

            	
              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;

            


    

     

    
      	
               
      

            	
              56.

            	
              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;

            


    

     

    
      	
               
      

            	
              57.

            	
              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;

            


    

     

    
      	
               
      

            	
              58.

            	
              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;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              59.

            	
              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;

            


    

     

    
      	
               
      

            	
              60.

            	
              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;

            


    

     

    
      	
               
      

            	
              61.

            	
              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;

            


    

     

    
      	
               
      

            	
              62.

            	
              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;

            


    

     

    
      	
               
      

            	
              63.

            	
              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;

            


    

     

    
      	
               
      

            	
              64.

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

            


    

     

    
      	
               
      

            	
              65.

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

            


    

     

    
      	
               
      

            	
              66.

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

            


    

     

    
      	
               
      

            	
              67.

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

            


    

     

    
      	
               
      

            	
              68.

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

            


    

     

    
      	
               
      

            	
              69.

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

            


    

     

    
      	
               
      

            	
              70.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    REGISTRATION RIGHTS
AGREEMENTS

     

    
      	
               
      

            	
              71.

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

            


    

     

    
      	
               
      

            	
              72.

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

            


    

     

    
      	
               
      

            	
              73.

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

            


    

     

    
      	
               
      

            	
              74.

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

            


    

     

    
      	
               
      

            	
              75.

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

            


    

     

    
      	
               
      

            	
              76.

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

            


    

     

    TRANSFER AGENT
INSTRUCTIONS

     

    
      	
               
      

            	
              77.

            	
              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.;

            


    

     

    
      	
               
      

            	
              78.

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

            


    

     

    
      	
               
      

            	
              79.

            	
              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.;

            


    

     

    
      	
               
      

            	
              80.

            	
              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.;

            


    

     

    
      	
               
      

            	
              81.

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

            


    

     

    
      	
               
      

            	
              82.

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

            


    

     

    
      	
               
      

            	
              83.

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

            


    

     

    
      	
               
      

            	
              84.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              85.

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

            


    

     

    
      	
               
      

            	
              86.

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

            


    

     

    
      	
               
      

            	
              87.

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

            


    

     

    
      	
               
      

            	
              88.

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

            


    

     

    
      	
               
      

            	
              89.

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

            


    

     

    
      	
               
      

            	
              90.

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

            


    

     

    OTHER
DOCUMENTS

     

    
      	
               
      

            	
              91.

            	
              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.;

            


    

     

    
      	
               
      

            	
              92.

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

            


    

     

    
      	
               
      

            	
              93.

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

            


    

     

    
      	
               
      

            	
              94.

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

            


    

     

    
      	
               
      

            	
              95.

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

            


    

     

    
      	
               
      

            	
              96.

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

            


    

     

    
      	
               
      

            	
              97.

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

            


    

     

    
      	
               
      

            	
              98.

            	
              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;

            


    

     

    
      	
               
      

            	
              99.

            	
              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;

            


    

     

    
      	
               
      

            	
              100.

            	
              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;

            


    

     

    
      	
               
      

            	
              101.

            	
              Ratification
      Agreement dated as of May 27, 2010 entered into by and between the Company
      and the Investor;

            


    

     

    
      	
               
      

            	
              102.

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

            


    

     

    
      	
               
      

            	
              103.

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

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              104.

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

            


    

     

    
      	
               
      

            	
              105.

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

            


    

     

    
      	
               
      

            	
              106.

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

            


    

     

    
      	
               
      

            	
              107.

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