THIS AGREEMENT (this “Agreement”), dated
August 14, 2009 is entered into by and betweenNEOMEDIA 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.
 
 WHEREAS:
 
 A.
              Pursuant
      to the Securities Purchase Agreement, the Company has issued and the Buyer
      has purchased secured convertible debentures as well as additional secured
      convertible debentures.
 
 B.
              The
      Company desires to issue, and the Buyer desires to purchase a another
      additional convertible debenture in the form attached hereto as Exhibit A
      (the “Fifth
      Additional Debenture”).
 
 C.
              In
      order to induce the Company to issue and the Buyer to purchase the Fifth
      Additional Debenture, the parties desire to enter into this
      Agreement.
 
 NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:
 
 1.     Purchase and Sale of Fifth
Additional Debenture.  In reliance on the representations and
warranties and the terms and conditions set forth in this Agreement, on the date
hereof the Buyer shall purchase, and the Company shall issue and sell the Fifth
Additional Debenture with a face amount of $475,000 for a purchase price of
$475,000.  The Fifth Additional Debenture shall be in the form
attached hereto as Exhibit
A.  The Fifth Additional Debenture shall be deemed to be
included in term “Convertible Debentures” as used in the Securities Purchase
Agreement and the other Transaction Documents.  Upon the issuance of
the Fifth Additional Debenture the Buyer shall pay the purchase price, minus any
fees or expenses to be deducted from the purchase price as set forth below, by
wire transfer of immediately available funds in accordance with instructions to
be provided by the Company.
 
 2.     Representations and
Warranties of Buyer.
 
 (a)     The
representations and warranties of the Buyer set forth in Section 2 of the
Securities Purchase Agreement are hereby incorporated by reference with such
changes necessary to relate to this Agreement as if set forth in their entirety
herein (the “Buyer
Representations and Warranties”).  For the avoidance of doubt,
in the Buyer Representations and Warranties references to “Securities” shall be
deemed references to the Fifth Additional Debenture and the shares of Common
Stock issuable upon conversion thereof, references to “Conversion Shares” shall
be deemed to reference the shares of Common Stock issuable upon conversion of
the Fifth Additional Debenture, and any reference to “Transaction Documents”
shall be deemed to include a reference to this Agreement and to the Fifth
Additional Debenture.
  
  (b)     The
Buyer hereby represents and warrants that except as may otherwise be disclosed
on a disclosure schedule attached hereto, the Buyer Representations and
Warranties are true and correct on the date hereof (except for representations
and warranties that speak as of a specific date).
 
 3.     Representations, Warranties,
and Covenants of Company.
 
 (a)     The
representations and warranties of the Company set forth in Section 3 of the
Securities Purchase Agreement are hereby incorporated by reference with such
changes necessary to relate to this Agreement as if set forth in their entirety
herein (the “Company
Representations and Warranties”).  For the avoidance of doubt,
in the Company Representations and Warranties references to “Securities” shall
be deemed references to the Fifth Additional Debenture and the shares of Common
Stock issuable upon conversion thereof, references to “Conversion Shares” shall
be deemed to reference the shares of Common Stock issuable upon conversion of
the Fifth Additional Debenture, references to “Convertible Debenture” shall be
deemed to reference the Fifth Additional Debenture, and any reference to
“Transaction Documents” shall be deemed to include a reference to this Agreement
and to the Fifth Additional Debenture.
 
 (b)     The
Company hereby represents and warrants that except as disclosed in the Officer’s
Certificates dated April 6, 2009 and May 1, 2009 which are herein incorporated
by reference, in their entirety, with the exception of the disclosure schedule
attached hereto as Exhibit B or as set forth in the SEC Documents, such Company
Representations and Warranties are true and correct on the date hereof (except
for Company Representations and Warranties that speak as of a specific
date).
 
 4.     Security Interest Granted
Pursuant to Security Documents.     The Company
agrees and acknowledges (i) that its obligations under the Fifth Additional
Debenture shall be secured by all collateral granted by the Company to the
Buyer, including, without limitation, the assets of the Company pledged to the
Buyer pursuant to (a) that certain Security Agreement dated July 29, 2008 by and
between the Company and the Buyer (the “Security Agreement”)
and (b) that certain Intellectual Property Security Agreement dated July 29,
2008 by and between the Company and the Buyer (the “IP Security
Agreement,” and collectively along with the Security Agreement, the
“Security
Documents”), and (ii) that the obligations under the Fifth Additional
Debenture are hereinafter expressly included as part of the “Obligations” as
such term is defined and used in the Security Documents.
 
 5.     Covenants.
 
 (a)     The
Company hereby acknowledges and agrees that nothing contained herein, in the
Fifth Additional Debenture, or in any of the documents executed in connection
with the Fifth Additional Debenture shall operate as or be deemed to constitute
a cure or waiver of any default or events of default under any of the
Transaction Documents, including, without limitation, any default or events of
default whether now existing or hereafter arising.
 
 (b)     The
Company hereby acknowledges and agrees that it remains liable to the Buyer for
the payment and performance of all amounts due under the Convertible Debentures
issued pursuant to the Securities Purchase Agreement and the amendment thereto
dated April 6, 2209, as well as the additional debentures issued on June 5, 2009
and July 15, 2009, without offset, defense or counterclaim of any kind, nature
or description whatsoever.
  2
  (c)     The
Company hereby ratifies, confirms, and reaffirms, all and singular the
representations, warranties, terms, and conditions set forth in the Securities
Purchase Agreement, the Convertible Debentures, and each of the other
Transaction Documents, and further acknowledges and agrees that all terms and
conditions of the Securities Purchase Agreement, the Convertible Debentures, and
the other Transaction Documents shall remain in full force and
effect.
 
 (d)     Fees and Expenses.
The Company shall deposit into escrow $25,000 directly from the proceeds of the
closing of the purchase and sale of the Fifth Additional Debenture hereunder
(the “Additional
Monitoring Fee,” and as deposited into escrow, the “Additional Escrow
Funds”) which shall be used to compensate the Investment Manager for
monitoring and managing the purchase and investment made by the Buyer
hereunder.  The Additional Escrow Funds shall be held by the Escrow
Agent in accordance with the Escrow Agreement and disbursed to the Investment
Manager periodically in accordance with the Escrow Agreement and the exhibits
thereto.
 
 6.     Other Agreements.
Except as modified pursuant hereto, no other changes or modifications to the
Transaction Documents are intended or implied and in all other respects the
Transaction Documents are hereby specifically ratified, restated and confirmed
by all parties hereto as of the effective date hereof.  To the extent
of conflict between the terms of this Agreement and the other Transaction
Documents, the terms of this Agreement shall control.
 
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  3
 
 
 IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed as of date first above
written.
 COMPANY:NEOMEDIA
      TECHNOLOGIES INC.By:  /s/ Michael W.
      ZimaName:  Michael
      W. ZimaTitle:                      Chief
      Financial OfficerBUYER:YA
      GLOBAL INVESTMENTS, L.P.By:  Yorkville
      Advisors, LLCits
      Investment ManagerBy: /s/ Gerald
      EickeName:  Gerald
      EickeTitle:    Managing
      Member
  4
 
 Exhibit
A
 
 Form of Fifth Additional
Debenture