0001144204-09-031277 Sample Contracts

Contract
Convertible Debenture Agreement • June 5th, 2009 • Neomedia Technologies Inc • Services-computer integrated systems design

THIS AGREEMENT (this “Agreement”), dated June 5, 2009 is entered into by and between NEOMEDIA TECHNOLOGIES INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Buyer”). Reference is made to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of July 29, 2008, as amended on April 6, 2009, between the Company and the Buyer. All capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Securities Purchase Agreement.

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