0001144204-10-031699 Sample Contracts

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS May 27, 2010
Irrevocable Transfer Agent Instructions • June 3rd, 2010 • 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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RATIFICATION AGREEMENT
Securities Purchase Agreement • June 3rd, 2010 • 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

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 3rd, 2010 • Neomedia Technologies Inc • Services-computer integrated systems design • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 27, 2010, by and among NEOMEDIA TECHNOLOGIES INC., a Delaware corporation (the “Company”), and the YA Global Investments, L.P. (the “Buyer”) and/or collectively the “Parties”.

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