Exhibit 10.1


 


DEBENTURE EXTENSION AGREEMENT


 


THIS
DEBENTURE EXTENSION AGREEMENT (hereinafter, this “Agreement”) made this 25th day of May, 2012
by and among:


 


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


 


NEOMEDIA
TECHNOLOGIES, INC. (the “Borrower”), a Delaware corporation with its principal office located
at 100 West Arapahoe Avenue, Suite 9, Boulder, Colorado 80302.


 


Background


 


Reference
is made to certain secured convertible debentures issued by the Company to the Investor listed on Schedule “1”
attached hereto and incorporated herein by reference (collectively, the “Debentures”).


 


The
Borrower has requested that the Lender extend the maturity date of the Debentures until August 1, 2013, and the Investor
has agreed to do so, but only upon the terms and conditions set forth herein.


 


Accordingly,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and
between the Company and the Investor as follows:


 


Capitalized
terms used herein and not otherwise defined herein shall have the meanings set forth in the Debentures.


 


Acknowledgment of Indebtedness


 


1.The
Borrower hereby acknowledges and agrees that it is liable to the Lender as follows (all amounts in USD):


 


	a	 	Owed under the CCP-1 Debenture as of:	 	May 21, 2012	 	 		 
	 	 	Principal	 	 	 	 	3,730,250.00	 
	 	 	Interest	 	 	 	 	2,492,313.00	 
	 	 	Total	 	 	 	 	6,222,563.00	 
	 	 	 	 	 	 	 	 	 
	b	 	Owed under the CCP-2 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	2,250,000.00	 
	 	 	Interest	 	 	 	 	1,285,093.67	 
	 	 	Total	 	 	 	 	3,535,093.67	 
	 	 	 	 	 	 	 	 	 




    	1



    	 



    

 


	c	 	Owed under the NEOM-4-1 Debenture as of:	 	May 21, 2012	 	 		 
	 	 	Principal	 	 	 	 	5,596,171.00	 
	 	 	Interest	 	 	 	 	2,689,618.50	 
	 	 	Total	 	 	 	 	8,285,789.50	 
	 	 	 	 	 	 	 	 	 
	d	 	Owed under the NEOM-1-1 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	1,440,000.00	 
	 	 	Interest	 	 	 	 	1,176,922.47	 
	 	 	Total	 	 	 	 	2,616,922.47	 
	 	 	 	 	 	 	 	 	 
	e	 	Owed under the NEOM-2008-1 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	390,000.00	 
	 	 	Interest	 	 	 	 	244,237.50	 
	 	 	Total	 	 	 	 	634,237.50	 
	 	 	 	 	 	 	 	 	 
	f	 	Owed under the NEOM-2008-2 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	500,000.00	 
	 	 	Interest	 	 	 	 	305,625.00	 
	 	 	Total	 	 	 	 	805,625.00	 
	 	 	 	 	 	 	 	 	 
	g	 	Owed under the NEOM-2008-3 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	790,000.00	 
	 	 	Interest	 	 	 	 	478,608.33	 
	 	 	Total	 	 	 	 	1,268,608.33	 
	 	 	 	 	 	 	 	 	 
	h	 	Owed under the NEOM-2008-4 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	137,750.00	 
	 	 	Interest	 	 	 	 	81,042.92	 
	 	 	Total	 	 	 	 	218,792.92	 
	 	 	 	 	 	 	 	 	 
	i	 	Owed under the NEOM-9-1 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	2,325,000.00	 
	 	 	Interest	 	 	 	 	1,242,250.68	 
	 	 	Total	 	 	 	 	3,567,250.68	 
	 	 	 	 	 	 	 	 	 




    	2



    	 



    

 


	j	 	Owed under the NEOM-9-2 Debenture as of:	 	May 21, 2012	 	 		 
	 	 	Principal	 	 	 	 	2,325,000.00	 
	 	 	Interest	 	 	 	 	1,161,098.63	 
	 	 	Total	 	 	 	 	3,486,098.63	 
	 	 	 	 	 	 	 	 	 
	k	 	Owed under the NEOM-9-4 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	53,036.80	 
	 	 	Interest	 	 	 	 	129,044.61	 
	 	 	Total	 	 	 	 	182,081.41	 
	 	 	 	 	 	 	 	 	 
	l	 	Owed under the NEOM-9-5 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	715,000.00	 
	 	 	Interest	 	 	 	 	296,734.79	 
	 	 	Total	 	 	 	 	1,011,734.79	 
	 	 	 	 	 	 	 	 	 
	m	 	Owed under the NEOM-9-6 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	535,000.00	 
	 	 	Interest	 	 	 	 	213,824.11	 
	 	 	Total	 	 	 	 	748,824.11	 
	 	 	 	 	 	 	 	 	 
	n	 	Owed under the NEOM-9-7 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	475,000.00	 
	 	 	Interest	 	 	 	 	184,378.08	 
	 	 	Total	 	 	 	 	659,378.08	 
	 	 	 	 	 	 	 	 	 
	o	 	Owed under the NEOM-10-1 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	2,006,137.00	 
	 	 	Interest	 	 	 	 	558,640.45	 
	 	 	Total	 	 	 	 	2,564,777.45	 
	 	 	 	 	 	 	 	 	 
	p	 	Owed under the NEOM-10-2 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	550,000.00	 
	 	 	Interest	 	 	 	 	136,701.37	 
	 	 	Total	 	 	 	 	686,701.37	 
	 	 	 	 	 	 	 	 	 
	q	 	Owed under the NEOM-10-3 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	475,000.00	 
	 	 	Interest	 	 	 	 	109,497.26	 
	 	 	Total	 	 	 	 	584,497.26	 
	 	 	 	 	 	 	 	 	 




    	3



    	 



    

 


	r	 	Owed under the NEOM-10-4 Debenture as of:	 	May 21, 2012	 	 		 
	 	 	Principal	 	 	 	 	400,000.00	 
	 	 	Interest	 	 	 	 	87,758.90	 
	 	 	Total	 	 	 	 	487,758.90	 
	 	 	 	 	 	 	 	 	 
	s	 	Owed under the NEOM-10-5 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	 	90,443.84	 
	 	 	Total	 	 	 	 	540,443.84	 
	 	 	 	 	 	 	 	 	 
	t	 	Owed under the NEOM-11-1 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	 	85,956.16	 
	 	 	Total	 	 	 	 	535,956.16	 
	 	 	 	 	 	 	 	 	 
	u	 	Owed under the NEOM-11-2 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	650,000.00	 
	 	 	Interest	 	 	 	 	116,928.77	 
	 	 	Total	 	 	 	 	766,928.77	 
	 	 	 	 	 	 	 	 	 
	v	 	Owed under the NEOM-11-3 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	 	75,600.00	 
	 	 	Total	 	 	 	 	525,600.00	 
	 	 	 	 	 	 	 	 	 
	w	 	Owed under the NEOM-11-4 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	188,484.00	 
	 	 	Interest	 	 	 	 	68,278.70	 
	 	 	Total	 	 	 	 	256,762.70	 
	 	 	 	 	 	 	 	 	 
	x	 	Owed under the NEOM-11-5 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	37,577.00	 
	 	 	Interest	 	 	 	 	56,726.56	 
	 	 	Total	 	 	 	 	94,303.56	 
	 	 	 	 	 	 	 	 	 




    	4



    	 



    

 


	y	 	Owed under the NEOM-11-6 Debenture as of:	 	May 21, 2012	 	 		 
	 	 	Principal	 	 	 	 	25,000.00	 
	 	 	Interest	 	 	 	 	27,040.30	 
	 	 	Total	 	 	 	 	52,040.30	 
	 	 	 	 	 	 	 	 	 
	Z	 	Owed under the NEOM-11-8 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	0.00	 
	 	 	Interest	 	 	 	 	30,263.94	 
	 	 	Total	 	 	 	 	30,263.94	 
	 	 	 	 	 	 	 	 	 
	aa	 	Owed under the NEOM-11-9 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	0.00	 
	 	 	Interest	 	 	 	 	32,343.68	 
	 	 	Total	 	 	 	 	32,343.68	 
	 	 	 	 	 	 	 	 	 
	bb	 	Owed under the NEOM-11-10 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	 	36,073.97	 
	 	 	Total	 	 	 	 	486,073.97	 
	 	 	 	 	 	 	 	 	 
	cc	 	Owed under the NEOM-11-11 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	325,000.00	 
	 	 	Interest	 	 	 	 	20,693.15	 
	 	 	Total	 	 	 	 	345,693.15	 
	 	 	 	 	 	 	 	 	 
	dd	 	Owed under the NEOM-12-01 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	400,000.00	 
	 	 	Interest	 	 	 	 	20,098.63	 
	 	 	Total	 	 	 	 	420,098.63	 
	 	 	 	 	 	 	 	 	 
	ee	 	Owed under the NEOM-12-02 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	 	18,295.89	 
	 	 	Total	 	 	 	 	468,295.89	 
	 	 	 	 	 	 	 	 	 
	ff	 	Owed under the NEOM-12-03 Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	 	9,838.36	 
	 	 	Total	 	 	 	 	459,838.36	 
	 	 	 	 	 	 	 	 	 




    	5



    	 



    

 


	gg	 	Owed under the NEOM-12-04 Debenture as of:	 	May 21, 2012	 	 		 
	 	 	Principal	 	 	 	 	450,000.00	 
	 	 	Interest	 	 	 	 	4,487.67	 
	 	 	Total	 	 	 	 	454,487.67	 
	 	 	 	 	 	 	 	 	 
	hh	 	Owed under the NEOM-CFL Debenture as of:	 	May 21, 2012	 	 	 	 
	 	 	Principal	 	 	 	 	2,607.00	 
	 	 	Interest	 	 	 	 	348.54	 
	 	 	Total	 	 	 	 	2,955.54	 
	 	 	 	 	 	 	 	 	 
	 	 	TOTAL	 	 	 	$	43,038,821.24	 
	 	 	 	 	 	 	 	 	 



 


 


		ii.	For
                                                                                                               all interest accruing
                                                                                                               from and after
                                                                                                               May 21, 2012 due
                                                                                                               under the Debentures,
                                                                                                               and for all fees,
                                                                                                               late charges, redemption
                                                                                                               premiums, liquidated
                                                                                                               damages, costs,
                                                                                                               expenses, and costs
                                                                                                               of collection (including
                                                                                                               attorneys’
                                                                                                               fees and expenses)
                                                                                                               and other amounts,
                                                                                                               heretofore or hereafter
                                                                                                               accrued or coming
                                                                                                               due or incurred
                                                                                                               by the Lender in
                                                                                                               connection with
                                                                                                               the protection,
                                                                                                               preservation, or
                                                                                                               enforcement of
                                                                                                               its rights and
                                                                                                               remedies under
                                                                                                               the Debentures
                                                                                                               and all documents,
                                                                                                               instruments, and
                                                                                                               agreements executed
                                                                                                               in connection therewith
                                                                                                               or related thereto
                                                                                                               (collectively,
                                                                                                               the “Financing
                                                                                                               Documents”)
                                                                                                               (including, without
                                                                                                               limitation, the
                                                                                                               preparation and
                                                                                                               negotiation of
                                                                                                               this Agreement).



 


Hereinafter, all amounts due
as set forth in this Paragraph 1, and all amounts hereafter owed or due under the Financing Documents shall be referred to collectively
as the “Obligations.”


 


Waiver of Claims


 


		2.	The
                                                                                                                          Borrower,
                                                                                                                          for
                                                                                                                          itself
                                                                                                                          and
                                                                                                                          on behalf
                                                                                                                          its
                                                                                                                          former
                                                                                                                          and/or
                                                                                                                          current
                                                                                                                          subsidiaries
                                                                                                                          that
                                                                                                                          are
                                                                                                                          party
                                                                                                                          to any
                                                                                                                          of the
                                                                                                                          Financing
                                                                                                                          Documents
                                                                                                                          (collectively
                                                                                                                          along
                                                                                                                          with
                                                                                                                          the
                                                                                                                          Borrower,
                                                                                                                          the
                                                                                                                          “Obligors”)
                                                                                                                          hereby
                                                                                                                          acknowledges
                                                                                                                          and
                                                                                                                          agrees
                                                                                                                          that
                                                                                                                          none
                                                                                                                          of the
                                                                                                                          Obligors
                                                                                                                          have
                                                                                                                          any
                                                                                                                          offsets,
                                                                                                                          defenses,
                                                                                                                          claims,
                                                                                                                          or counterclaims
                                                                                                                          against
                                                                                                                          the
                                                                                                                          Lender,
                                                                                                                          its
                                                                                                                          general
                                                                                                                          partner,
                                                                                                                          and
                                                                                                                          its
                                                                                                                          investment
                                                                                                                          manager,
                                                                                                                          and
                                                                                                                          each
                                                                                                                          of their
                                                                                                                          respective
                                                                                                                          agents,
                                                                                                                          servants,
                                                                                                                          attorneys,
                                                                                                                          advisors,
                                                                                                                          officers,
                                                                                                                          directors,
                                                                                                                          employees,
                                                                                                                          affiliates,
                                                                                                                          partners,
                                                                                                                          members,
                                                                                                                          managers,
                                                                                                                          predecessors,
                                                                                                                          successors,
                                                                                                                          and
                                                                                                                          assigns
                                                                                                                          (singly
                                                                                                                          and
                                                                                                                          collectively,
                                                                                                                          as the
                                                                                                                          “Released
                                                                                                                          Parties”),
                                                                                                                          with
                                                                                                                          respect
                                                                                                                          to the
                                                                                                                          Obligations,
                                                                                                                          the
                                                                                                                          Financing
                                                                                                                          Documents,
                                                                                                                          the
                                                                                                                          transactions
                                                                                                                          set
                                                                                                                          forth
                                                                                                                          or otherwise
                                                                                                                          contemplated
                                                                                                                          in this
                                                                                                                          Agreement,
                                                                                                                          or otherwise,
                                                                                                                          and
                                                                                                                          that
                                                                                                                          if the
                                                                                                                          Obligors
                                                                                                                          now
                                                                                                                          have,
                                                                                                                          or ever
                                                                                                                          did
                                                                                                                          have,
                                                                                                                          any
                                                                                                                          offsets,
                                                                                                                          defenses,
                                                                                                                          claims,
                                                                                                                          or counterclaims
                                                                                                                          against
                                                                                                                          any
                                                                                                                          of the
                                                                                                                          Released
                                                                                                                          Parties,
                                                                                                                          whether
                                                                                                                          known
                                                                                                                          or unknown,
                                                                                                                          at law
                                                                                                                          or in
                                                                                                                          equity,
                                                                                                                          from
                                                                                                                          the
                                                                                                                          beginning
                                                                                                                          of the
                                                                                                                          world
                                                                                                                          through
                                                                                                                          this
                                                                                                                          date
                                                                                                                          and
                                                                                                                          through
                                                                                                                          the
                                                                                                                          time
                                                                                                                          of execution
                                                                                                                          of this
                                                                                                                          Agreement,
                                                                                                                          all
                                                                                                                          of them
                                                                                                                          are
                                                                                                                          hereby
                                                                                                                          expressly
                                                                                                                          WAIVED,
                                                                                                                          and
                                                                                                                          the
                                                                                                                          Obligors
                                                                                                                          each
                                                                                                                          hereby
                                                                                                                          RELEASE
                                                                                                                          each
                                                                                                                          of the
                                                                                                                          Released
                                                                                                                          Parties
                                                                                                                          from
                                                                                                                          any
                                                                                                                          and
                                                                                                                          all
                                                                                                                          liability
                                                                                                                          therefor.



 



    	6



    	 



    

 


 


 


 


Extension of Maturity Date


 


		3.	The
                                                                                                                          “Maturity
                                                                                                                          Date”
                                                                                                                          of each
                                                                                                                          of the
                                                                                                                          Debentures1
                                                                                                                          is
                                                                                                                          hereby
                                                                                                                          extended
                                                                                                                          to August
                                                                                                                          1, 2013.
                                                                                                                          The
                                                                                                                          Borrower
                                                                                                                          acknowledges
                                                                                                                          and
                                                                                                                          agrees
                                                                                                                          that
                                                                                                                          this
                                                                                                                          extension
                                                                                                                          (a)
                                                                                                                          is a
                                                                                                                          one-time
                                                                                                                          extension
                                                                                                                          for
                                                                                                                          the
                                                                                                                          specific
                                                                                                                          period
                                                                                                                          indicated,
                                                                                                                          and
                                                                                                                          (b)
                                                                                                                          shall
                                                                                                                          not
                                                                                                                          be deemed
                                                                                                                          to constitute
                                                                                                                          (i)
                                                                                                                          an agreement
                                                                                                                          to provide
                                                                                                                          any
                                                                                                                          further
                                                                                                                          extension
                                                                                                                          of the
                                                                                                                          Maturity
                                                                                                                          Dates
                                                                                                                          of the
                                                                                                                          Debentures,
                                                                                                                          or (ii)
                                                                                                                          a waiver
                                                                                                                          of any
                                                                                                                          existing
                                                                                                                          Events
                                                                                                                          of Default,
                                                                                                                          whether
                                                                                                                          known
                                                                                                                          or unknown,
                                                                                                                          or of
                                                                                                                          any
                                                                                                                          the
                                                                                                                          provisions
                                                                                                                          of the
                                                                                                                          Debentures
                                                                                                                          or of
                                                                                                                          the
                                                                                                                          other
                                                                                                                          Financing
                                                                                                                          Documents.






 

Repayments


 


		4.	Repayments.
                                                                                                                          For
                                                                                                                          so long
                                                                                                                          as any
                                                                                                                          of the
                                                                                                                          Debentures
                                                                                                                          remain
                                                                                                                          outstanding,
                                                                                                                          the
                                                                                                                          Borrower
                                                                                                                          agrees
                                                                                                                          that
                                                                                                                          the
                                                                                                                          Lender
                                                                                                                          shall
                                                                                                                          have
                                                                                                                          the
                                                                                                                          right
                                                                                                                          to be
                                                                                                                          repaid
                                                                                                                          out
                                                                                                                          of a
                                                                                                                          portion
                                                                                                                          of proceeds
                                                                                                                          received
                                                                                                                          by the
                                                                                                                          Borrower
                                                                                                                          from
                                                                                                                          any
                                                                                                                          third
                                                                                                                          parties
                                                                                                                          derived
                                                                                                                          from
                                                                                                                          any
                                                                                                                          of its
                                                                                                                          patents,
                                                                                                                          whether
                                                                                                                          as a
                                                                                                                          result
                                                                                                                          of a
                                                                                                                          license
                                                                                                                          of its
                                                                                                                          technology,
                                                                                                                          prosecution
                                                                                                                          of its
                                                                                                                          patents,
                                                                                                                          or otherwise,
                                                                                                                          in accordance
                                                                                                                          with
                                                                                                                          the
                                                                                                                          terms
                                                                                                                          of repayment
                                                                                                                          set
                                                                                                                          forth
                                                                                                                          in Schedule
                                                                                                                          2.



  


Interest Rate



 


		5.	Interest
                                                                                                                          Rate.
                                                                                                                          From
                                                                                                                          and
                                                                                                                          after
                                                                                                                          May
                                                                                                                          23,
                                                                                                                          2012
                                                                                                                          interest
                                                                                                                          on the
                                                                                                                          outstanding
                                                                                                                          principal
                                                                                                                          balance
                                                                                                                          of each
                                                                                                                          Debenture
                                                                                                                          shall
                                                                                                                          accrue
                                                                                                                          at an
                                                                                                                          annual
                                                                                                                          rate
                                                                                                                          equal
                                                                                                                          to 9.5%
                                                                                                                          and
                                                                                                                          the
                                                                                                                          term
                                                                                                                          “Interest
                                                                                                                          Rate”
                                                                                                                          as used
                                                                                                                          in some
                                                                                                                          of the
                                                                                                                          Debentures
                                                                                                                          shall
                                                                                                                          be construed
                                                                                                                          accordingly.
                                                                                                                          The
                                                                                                                          Borrower
                                                                                                                          acknowledges
                                                                                                                          and
                                                                                                                          agrees
                                                                                                                          that
                                                                                                                          this
                                                                                                                          change
                                                                                                                          in the
                                                                                                                          Interest
                                                                                                                          Rate
                                                                                                                          applies
                                                                                                                          from
                                                                                                                          May
                                                                                                                          23,
                                                                                                                          2012
                                                                                                                          forward,
                                                                                                                          does
                                                                                                                          not
                                                                                                                          apply
                                                                                                                          retro-actively
                                                                                                                          to any
                                                                                                                          of the
                                                                                                                          Debentures,
                                                                                                                          and
                                                                                                                          that
                                                                                                                          all
                                                                                                                          amounts
                                                                                                                          of accrued
                                                                                                                          and
                                                                                                                          unpaid
                                                                                                                          interest
                                                                                                                          set
                                                                                                                          forth
                                                                                                                          in Section
                                                                                                                          1 hereof
                                                                                                                          are
                                                                                                                          based
                                                                                                                          on the
                                                                                                                          interest
                                                                                                                          rates
                                                                                                                          applicable
                                                                                                                          to each
                                                                                                                          Debenture
                                                                                                                          at all
                                                                                                                          times
                                                                                                                          prior
                                                                                                                          to May
                                                                                                                          23,
                                                                                                                          2012.



  


		6.	Ratification.
                                                                                                                                  The
                                                                                                                                  Borrower
                                                                                                                                  hereby
                                                                                                                                  acknowledges,
                                                                                                                                  confirms,
                                                                                                                                  and
                                                                                                                                  agrees
                                                                                                                                  that,
                                                                                                                                  (a)
                                                                                                                                  except
                                                                                                                                  as
                                                                                                                                  specifically
                                                                                                                                  modified
                                                                                                                                  herein,
                                                                                                                                  the
                                                                                                                                  Debentures
                                                                                                                                  and
                                                                                                                                  all
                                                                                                                                  other
                                                                                                                                  Financing
                                                                                                                                  Documents
                                                                                                                                  remain
                                                                                                                                  in
                                                                                                                                  full
                                                                                                                                  force
                                                                                                                                  and
                                                                                                                                  effect,
                                                                                                                                  and
                                                                                                                                  confirm
                                                                                                                                  and
                                                                                                                                  ratify
                                                                                                                                  each
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  terms
                                                                                                                                  thereof
                                                                                                                                  and
                                                                                                                                  (b)
                                                                                                                                  all
                                                                                                                                  amounts
                                                                                                                                  outstanding
                                                                                                                                  under
                                                                                                                                  the
                                                                                                                                  Debentures
                                                                                                                                  are
                                                                                                                                  unconditionally
                                                                                                                                  owing
                                                                                                                                  by
                                                                                                                                  the
                                                                                                                                  Borrower
                                                                                                                                  to
                                                                                                                                  the
                                                                                                                                  Lender,
                                                                                                                                  without
                                                                                                                                  offset,
                                                                                                                                  defense
                                                                                                                                  or
                                                                                                                                  counterclaim
                                                                                                                                  of
                                                                                                                                  any
                                                                                                                                  kind,
                                                                                                                                  nature
                                                                                                                                  or
                                                                                                                                  description
                                                                                                                                  whatsoever.



 


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[1]
Except for the NEOM-CFL Debenture which has a Maturity Date of March 1, 2014 and shall remain unchanged.



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IN WITNESS WHEREOF,
this Debenture Extension Agreement has been executed as of the date first set forth above.


 


 


	YA GLOBAL INVESTMENTS, L.P.,	 	NEOMEDIA TECHNOLOGIES, INC.
	By: 	Yorkville Advisors, LLC,

its
Investment Manager


	 	 
	 	 	 	  	
	By:	/s/	 	By:	/s/ 
	Name:	David Gonzales 	 	Name:	Laura Marriott
	Title: 	Managing Member 	 	Title: 	CEO 



 


 


 



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