0001144204-11-060131 Sample Contracts

THIRTEENTH RATIFICATION AGREEMENT
Ratification Agreement • October 28th, 2011 • Neomedia Technologies Inc • Services-computer integrated systems design

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

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Contract
Securities Purchase Agreement • October 28th, 2011 • Neomedia Technologies Inc • Services-computer integrated systems design

THIS AGREEMENT (this “Agreement”), dated October 25, 2011 is entered into by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

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IRREVOCABLE TRANSFER AGENT INSTRUCTIONS October 25, 2011
Transfer Agent Instructions • October 28th, 2011 • Neomedia Technologies Inc • Services-computer integrated systems design

This letter shall serve as our irrevocable authorization and direction to WorldWide Stock Transfer, LLC (the “Transfer Agent”) to do the following:

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