NeoMedia Technologies, Inc (NEOM)

[ss9173]

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3.17. Litigation. There is no Action pending or threatened or, to the
knowledge of the Company, anticipated (i) against, relating to or affecting the
Company or the Company Subsidiary, or any of the Assets of the Company or the
Company Subsidiary or any of the officers and directors of the Company or the
Company Subsidiary, (ii) which seeks to enjoin or obtain damages in respect of
the transactions contemplated hereby or (iii) which seeks to prevent the Company
from consummating the transactions contemplated hereby. None of such Actions, if
adversely determined against the Company, the Company Subsidiary, their
respective directors or officers, or any other Person could reasonably be
expected to result in a loss to the Company and the Company Subsidiary,
individually or in the aggregate, in excess of $25,000.00. There is no basis for
any Action, which if adversely determined against the Company, the Company
Subsidiary, their respective directors or officers, or any other Person could
reasonably be expected to result in a loss to the Company, individually or in
the aggregate, in excess of $25,000.00. There are presently no outstanding
judgments, decrees or orders of any court or any governmental or administrative
agency against or affecting the Company, the Company Subsidiary, the Business or
any of the Assets of the Company or the Company Subsidiary. Disclosure Schedule
3.17 contains a complete and accurate description of all Actions to which the
Company or the Company Subsidiary has been a party or which relate to any of the
Assets of the Company or the Company Subsidiary or the Company's or the Company
Subsidiary's officers or directors as such, or any such Actions which were
settled prior to the institution of formal proceedings, other than Actions
brought by the Company or the Company Subsidiary for collection of monies owed
in the ordinary course of business.

SS9173