NeoMedia Technologies, Inc (NEOM)

[ss9173]

Personalizit, I could be wrong but I was making the assumption that this deferred compensation clause was to give some strive for a higher level of profitability ...that Sponge was already profitable or at least breakeven. We will know soon.

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=3985175

5. DEFERRED CONSIDERATION

5.1 As further consideration for the sale of the Shares, the Purchaser
shall, subject to the terms of this Agreement, pay to the Vendors a sum
(the "Deferred Consideration"), which shall be apportioned between the
Vendors as shown in Column 5 of Schedule 1, calculated according to the
Net Profits as follows:

(a) if the Net Profits are equal to or exceed (pound)1,300,000, a sum
equal to (pound)2,500,000 plus (pound)1 for each (pound)500,000
of Net Profits over (pound)1,300,000;

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(b) if the Net Profits are less than (pound)1,300,000, no Deferred
Consideration shall be paid.


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SS9173