Exhibit
10.1

    


    THIS AGREEMENT (this “Agreement”), dated
February 8, 2011 is entered into by and between NEOMEDIA TECHNOLOGIES, INC.,
a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P.
(the “Buyer”).

     

    WHEREAS:

     

    
      	
               
      

            	
              A.

            	
              Reference
      is made to certain financing arrangements entered into by and between the
      Company and certain of its former and/or current subsidiaries
      (collectively, the “Obligors”) and
      the Buyer, evidenced by, among other things, the documents, instruments,
      and agreements listed on Exhibit X
      attached hereto and incorporated herein by reference (collectively,
      together with all other documents, instruments, and agreements executed in
      connection therewith or related thereto, the “Existing Financing
      Documents”).

            


    

     

    
      	
               
      

            	
              B.

            	
              Reference
      is also made to the Securities Purchase Agreement (the “Securities Purchase
      Agreement”) dated as of May 27, 2010, between the Company and the
      Buyer pursuant to which the Company has issued and the Buyer has purchased
      the Convertible Debentures and Warrants.  All capitalized terms
      used but not defined herein shall have the meaning ascribed thereto in the
      Securities Purchase Agreement.

            


    

     

    
      	
               
      

            	
              C.

            	
              The
      parties desire that, upon the terms and subject to the conditions
      contained herein, the Company shall issue and sell to the Buyer, as
      provided herein, and the Buyer shall purchase (i) a $650,000 secured
      convertible debenture in the form attached hereto as “Exhibit A” (the
      “Second 2011
      Convertible Debenture”, which shall be deemed to be included in the
      term Convertible Debentures), which shall be convertible into Common Stock
      (as converted such shares of Common Stock, shall be Conversion Shares),
      and (ii) warrants substantially in the form attached hereto as “Exhibit B” (the
      “Second 2011
      Warrants”, which shall be deemed to be included in the term
      Warrants and together with this Agreement, the Second 2011 Convertible
      Debenture, the Existing Financing Documents and all other documents,
      instruments and agreements executed in connection therewith or related
      thereto, the “Financing
      Documents”), to acquire up to 1,250,000 additional shares of Common
      Stock (as exercised, such shares of Common Stock shall be Warrant Shares)
      which shall be funded on the date hereof (the “Second 2011
      Closing”) for a total purchase price of $650,000, (the “Second 2011 Purchase
      Price”).

            


    

     

    
      	
               
      

            	
              D.

            	
              In
      order to induce the Company to issue and the Buyer to purchase the Second
      2011 Convertible Debenture and the Second 2011 Warrants, the parties
      desire to enter into this
Agreement.

            


    

     

    NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the Buyer hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Purchase
      and Sale of Second 2011 Convertible Debenture and Second 2011
      Warrants.

            


    

     

    (a)        Subject
to the satisfaction (or waiver) of the terms and conditions of this Agreement,
the Buyer agrees to purchase at the Second 2011 Closing and the Company agrees
to sell and issue to the Buyer at the Second 2011 Closing the Second 2011
Convertible Debenture and Second 2011 Warrants.

     

    (b)        The
Second 2011 Closing shall take place at 10:00 a.m. Eastern Standard Time on the
same business day as the date hereof, subject to notification of satisfaction of
the conditions to the Second 2011 Closing set forth in this Agreement (or such
other date as is mutually agreed to by the Company and the
Buyer).  The Second 2011 Closing shall occur at the offices of
Yorkville Advisors, LLC, 101 Hudson Street, Suite 3700, Jersey City, New Jersey
07302 (or such other place as is mutually agreed to by the Company and the
Buyer).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)        Subject
to the satisfaction (or waiver) of the terms and conditions of this Agreement,
on the Second 2011 Closing Date, (i) the Buyer shall deliver to the Company such
aggregate proceeds for the Second 2011 Convertible Debenture and Second 2011
Warrants to be issued and sold to such Buyer at the Second 2011 Closing, minus
the fees to be paid directly from the proceeds thereof as set forth herein, and
(ii) the Company shall deliver to the Buyer the Second 2011 Convertible
Debenture and Second 2011 Warrants duly executed on behalf of 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 Second 2011 Convertible Debenture, the Second 2011
Warrants and the shares of Common Stock issuable upon conversion or exercise
thereof, references to “Conversion Shares” shall be deemed to reference the
shares of Common Stock issuable upon conversion of the Second 2011 Convertible
Debenture, references to “Warrant Shares” shall be deemed to reference the
shares of Common Stock issuable upon exercise of the Second 2011 Warrants and
any reference to “Transaction Documents” shall be deemed to include a reference
to this Agreement, the Second 2011 Convertible Debenture and the Second 2011
Warrants.

     

    (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 Buyer
Representations and Warranties that speak as of a specific date).

     

    
      	
               
      

            	
              3.

            	
              Representations and
      Warranties of the 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 Second 2011 Convertible Debenture, the Second 2011
Warrants and the shares of Common Stock issuable upon conversion or exercise
thereof, references to “Conversion Shares” shall be deemed to reference the
shares of Common Stock issuable upon conversion of the Second 2011 Convertible
Debenture, references to “Warrant Shares” shall be deemed to reference the
shares of Common Stock issuable upon exercise of the Second 2011 Warrants and
any reference to “Transaction Documents” shall be deemed to include a reference
to this Agreement, the Second 2011 Convertible Debenture and the Second 2011
Warrants.

     

    (b)        The
Company hereby represents and warrants that except 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.

            	
              Covenants.

            


    

     

    (a)        With
the exception of subsections 4(d), 4(g)(ii), 7(e) and 7(h), the covenants set
forth (or referenced) in Section 4 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 “Covenants”).  For
the avoidance of doubt, the Covenants’ references to “Securities” shall be
deemed references to the Second 2011 Convertible Debenture, the Second 2011
Warrants and the shares of Common Stock issuable upon conversion or exercise
thereof, references to “Conversion Shares” shall be deemed to reference the
shares of Common Stock issuable upon conversion of the Second 2011 Convertible
Debenture, references to “Warrant Shares” shall be deemed to reference the
shares of Common Stock issuable upon exercise of the Second 2011 Warrants and
any reference to “Transaction Documents” shall be deemed to include a reference
to this Agreement, the Second 2011 Convertible Debenture and the Second 2011
Warrants.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)        The
Company will use the proceeds from the sale of the Second 2011 Convertible
Debenture for the general corporate and working capital purposes of the Company
and its subsidiaries.

     

    5.           
Ratification of
Financing Documents; Confirmation of Collateral; Cross-Default;
Cross-Collateralization; Further Assurances.

     

    (a) The
Company hereby ratifies, confirms, and reaffirms all and singular the terms and
conditions of the Existing Financing Documents, and acknowledges and agrees
that, subject to the terms and conditions of this Agreement, all terms and
conditions of the Existing Financing Documents shall remain in full force and
effect and the Company remains liable to the Buyer for the payment and
performance of all amounts due under the Existing Documents, without offset,
defense or counterclaim of any kind, nature or description
whatsoever.

     

    (b) The
Company hereby ratifies, confirms, and reaffirms that (i) the obligations
secured by the Financing Documents include, without limitation, all amounts
hereafter owed or due under the Second 2011 Convertible Debenture and/or the
Financing Documents (the “Obligations”), and any future modifications,
amendments, substitutions, or renewals thereof, (ii) all collateral, whether now
existing or hereafter acquired, granted to the Buyer pursuant to the Financing
Documents, or otherwise, shall secure all of the Obligations until the full,
final, and indefeasible payment of the Obligations, and (iii) the occurrence of
a default and/or event of default under any Financing Document shall constitute
a default and an event of default under all of the Financing Documents, it being
the express intent of the Company that all of the Obligations be fully
cross-collateralized, cross-guaranteed, and cross-defaulted.

     

    (c)  The
Company has previously granted the Buyer security interests in all of its
assets, and to confirm the same the Company hereby grants the Buyer a security
interest in all of its assets, whether now existing or hereafter acquired,
including, without limitation, all accounts, inventory, goods, equipment,
software and computer programs, securities, investment property, financial
assets, deposit accounts, chattel paper, electronic chattel paper, instruments,
patents, patent applications, copyrights, trademarks, trademark applications,
trade names, domain names, documents, letter-of-credit rights,
health-care-insurance receivables, supporting obligations, notes secured by real
estate, commercial tort claims, and general intangibles including payment
intangibles, to secure the Obligations free and clear of all liens and
encumbrances, except those in favor of the Buyer.

     

    (d)  The
Company shall, from and after the execution of this Agreement, execute and
deliver to the Buyer whatever additional documents, instruments, and agreements
that the Buyer may require in order to correct any document deficiencies, or to
vest or perfect the Financing Documents and the collateral granted therein more
securely in the Investor and/or to otherwise give effect to the terms and
conditions of this Agreement and/or any documents, instruments and agreement
required in connection with, related to, or contemplated by this Agreement, and
hereby irrevocably authorizes the Buyer to file any financing statements
(including financing statements with a generic description of the collateral
such as “all assets”), and take any other normal and customary steps, the Buyer
deems necessary to perfect or evidence the Buyer’s security interests and liens
in any such collateral.

     

    (e)  The
Company acknowledges and agrees that this Agreement shall constitute an
authenticated record as such term is defined in the Uniform Commercial
Code.

     

    (f)  The
Company acknowledges and agrees that nothing contained in this Agreement, the
Second 2011 Convertible Debenture, the Second 2011 Warrants or in any document,
instrument or agreement required in connection with, related to or contemplated
thereby shall be deemed to constitute (1) a waiver of any defaults or events of
default now existing or hereafter arising, (2) an agreement to forbear by the
Buyer with respect to such defaults or events of default, or (3) an amendment,
modification, extension or waiver of any of the terms of the Financing Documents
or of any of the Buyer’s rights and remedies thereunder.

     

    6.               Conditions.  The obligation of
the Buyer hereunder to purchase the Second 2011 Convertible
Debenture is subject to the Buyer having received an opinion of counsel from
counsel to the Company in a form satisfactory to the Buyer; provided that this
condition is for the Buyer’s sole benefit and may be waived by the Buyer at any
time in its sole discretion.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.      
         Fees and
Expenses. The
Company shall pay all of its costs and expenses incurred by it connection with
the negotiation, investigation, preparation, execution and delivery of this
Agreement, the Second 2011 Convertible Debenture, the Second 2011 Warrants or
any document, instrument or agreement required in connection with, related to or
contemplated thereby.   The Company shall pay a structuring and
due diligence fee to Yorkville Advisors, LLC, the Buyer’s investment manager, of
$40,000 which shall be paid directly from the proceeds of the
Closing.  The Company acknowledges and agrees that the structuring and
due diligence fee paid shall be nonrefundable, fully earned as of the date of
the execution of this Agreement, and retained by the Lender as a fee and not
applied in reduction of any other Obligations.

    


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    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