the conference room (TCR)

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Item 1.01 Entry Into a Material Definitive Agreement.

On January 5, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “ Company ”), entered into an investment agreement (the “ Investment Agreement ”) with YA Global Investments, L.P., a Cayman Island exempted limited partnership (“ YA ”). Pursuant to the Investment Agreement, the Company agreed to issue and sell to YA 25,000 shares (the “ Series D Shares ”) of the Company’s Series D Convertible Preferred Stock for a subscription price of $2,500,000. Each Series D Share entitles the holder thereof to vote on an as-converted basis with the holders of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), for a period of one hundred twenty (120) days following the effective date of the Series D Certificate (defined in Item 3.03 below), resulting in one hundred thousand (100,000) votes for each one (1) share of the Series D Shares. Pursuant to the Investment Agreement, the Company also agreed to pay a structuring fee to Yorkville Advisors LLC (“ Yorkville ”) in the amount of $20,000. The Company also agreed to place $80,000 into escrow to compensate Yorkville for monitoring and managing YA’s $2,500,000 investment in consideration of Yorkville’s existing advisory obligations to YA. In addition, the Investment Agreement (a) contained customary representations and warranties of the signing parties, (b) indemnification rights, (c) a lock-up provision regarding sales by the Company’s officers and directors of Common Stock, (d) a lock-up provision regarding YA’s conversion of certain existing Series C Convertible Preferred Stock and certain outstanding debentures, both held by YA, into Common Stock, (e) a prohibition regarding the Company’s filing of registration statements without YA’s consent, (f) provisions regarding the Company’s affectation of a 100:1 reverse stock split of the issued and outstanding shares of Common Stock (but without a reduction of the authorized amount of Common Stock) and a reduction of par value from $0.01 to $0.001, of its Common Stock, and (g) other matters as fully set forth in the Investment Agreement. This summary description is qualified in its entirety by the terms of the Investment Agreement as fully set forth and attached hereto as Exhibit 10.1 which is hereby incorporated by reference herein.