THIS AGREEMENT (this “Agreement”), dated
June 5, 2009 is entered into by and between NEOMEDIA 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.

            


    

     

    
      	
               
      

            	
              B.

            	
              The
      Company desires to issue, and the Buyer desires to purchase an additional
      convertible debenture in the form attached hereto as Exhibit A (the “Additional
      Debenture”).

            


    

     

    
      	
               
      

            	
              C.

            	
              In
      order to induce the Company to issue and the Buyer to purchase the
      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
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
Additional Debenture with a face amount of $715,000 for a purchase price of
$715,000.  The Additional Debenture shall be in the form attached
hereto as Exhibit
A.  The 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 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 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
Additional Debenture, and any reference to “Transaction Documents” shall be
deemed to include a reference to this Agreement and to the 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 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
Additional Debenture, references to “Convertible Debenture” shall be deemed to
reference the Additional Debenture, and any reference to “Transaction Documents”
shall be deemed to include a reference to this Agreement and to the 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, or as may otherwise be disclosed on a
disclosure schedule attached hereto 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 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 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
Additional Debenture, or in any of the documents executed in connection with the
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, including those issued
pursuant to the amendment to the Securities Purchase Agreement dated April 6,
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.

     

    (i)           The
Company shall pay a structuring fee to the Buyer or its designees in the amount
of $5,000 which shall be paid directly from the proceeds of the closing of the
purchase and sale of the Additional Debenture hereunder.

     

    (ii)           The
Company shall deposit into escrow $50,000 directly from the proceeds of the
closing of the purchase and sale of the 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. Zima

                	 


        

      

    

    
      
        	 
      	
                Name:

              	
                Michael
      W. Zima

              	 
	 
      	
                Title:

              	
                Chief
      Financial Officer

              	 


      

    

    


    
      
        
          	 
      	
                  BUYER:

                	 
	 
      	
                  YA
      GLOBAL INVESTMENTS, L.P.

                	 
	 
      	
                  By:

                	
                  Yorkville
      Advisors, LLC

                	 
	 
      	 
      	
                  its
      Investment Manager

                	 
	 
      	 
      	 
      	 
	 
      	
                  By:

                	
                  /s/
      Gerald Eicke

                	 


        

      

    

    
      
        	 
      	
                Name:

              	
                Gerald
      Eicke

              	 
	 
      	
                Title:

              	
                Managing
      Member

              	 


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Form of Additional
Debenture