Exhibit 10.1


 





DEBENTURE
EXTENSION AGREEMENT


 


THIS
DEBENTURE EXTENSION AGREEMENT (hereinafter , this "Agreement") made
this 5th day of August, 2015 by and between:


 


YA
GLOBAL INVESTMENTS, L.P., f/'k/a Cornell Capital Partners, LP
(the "Investor"), a
Cayman Island exempt limited partnership with offices located at 1012 Springfield Avenue Mountainside, NJ 07092; and


 


NEOMEDIA
TECHNOLOGIES, INC. (the "Company"),
a Delaware corporation with its principal office located at 1515 Walnut Street,
Suite 100, 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 to such debentures issued upon assignment thereof by the Investor to subsequent holders as listed on Schedule
“1A”, all of which are incorporated herein by reference (collectively, the "Debentures").


 


Reference
is made to those certain warrant instruments issued by the Company and held by the Investor listed on Schedule "2"
attached hereto and incorporated herein by reference (each, a
"Warrant Instrument") , each of
which allows the holder to purchase such number of shares of common stock of the Company (the "Warrants
Shares") as
set forth in such Warrant Instrument at a price per share set forth in such Warrant Instrument (the "Exercise Price").


 


The
Company has requested that the Investor extend the maturity date of each of the Debentures until February 5, 2016,
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 Company hereby acknowledges
and agrees that it is liable to the Investor as follows (all amounts in USD):



 


 





	 	a	Owed under the NEOM-42 Debenture as of:	June 30, 2015	 		 
	 	 	Principal	 	 	1,713,704.00	 
	 	 	Interest	 	 	77,358.08	 
	 	 	Total	 	 	1,791,062.08	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 






    	 



    	 



    




 


	 	b	Owed under the NEOM-45 Debenture as of:	June 30, 2015,	 	 	 
	 	 	Principal	 	 	17,547,522.00	 
	 	 	Interest	 	 	3,334,029.61	 
	 	 	Total	 	 	20,881,551.61	 
	 	 	 	 	 	 	 
	 	c	Owed under the NEOM-46 Debenture as of:	June 30,2015	 	 	 
	 	 	Principal	 	 	5,991,004.00	 
	 	 	Interest	 	 	0	 
	 	 	Total	 	 	5,991,004.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Total	$	28,663,617.69	 








 





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 Company, for itself and on behalf its former
and/or current subsidiaries that are party to any of the Financing Documents (collectively along with the Company, the "Obligors")
hereby acknowledges and agrees that none of the Obligors
have any offsets, defenses, claims, or counterclaims against the Investor, 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.



 


Debenture
Amendments


 


		3.	Extension of Maturity Date. The “Maturity
Date” of each of the Debentures is hereby extended to February 5, 2016. The Company 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.



 


    	 



    	 



    

 


Warrants


 


		4.	Warrants. Schedule "2" attached hereto sets
forth a complete list of each Warrant Instrument issued to the Investor and remaining outstanding, and the material terms of each
such Warrant Instrument. The parties acknowledge and agree that as of June 30, 2015 the Investor is the holder of each of the Warrant
Instruments listed on Schedule “2” and that the amounts listed are true and correct.



 


		5.	Ratification. The Company 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 as set forth herein are unconditionally
owing by the Company to the Investor, without offset, defense or counterclaim of any kind, nature or description whatsoever.



 


 


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Left Blank]


 


 


 


 


 


 


 


 





 




    	 



    	 



    

 


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/ David Gonzalez	  	By: 	/s/ Laura Marriott	        
	Name: David Gonzalez	Name:   Laura
    Marriott
	Title: Member & General Counsel
    	Title:    CEO
    & Board Chairperson