NeoMedia Technologies, Inc (NEOM)

[ss9173]

From the S-3:

NEOMEDIA HAS GUARANTEED THE VALUE OF STOCK ISSUED IN CONNECTION WITH RECENT
MERGERS THROUGH THE REGISTRATION OF THE SHARES, WHICH COULD RESULT IN A MATERIAL
CASH LIABILITY

Pursuant to the terms of the merger agreements with Mobot, Sponge,
Gavitec, and 12Snap, in the event that NeoMedia's stock price at the time the
consideration shares issued in connection with each acquisition are saleable is
less than the price at which they were valued for purposes of the respective
merger agreements (between $0.3839 and $0.3956 per share), NeoMedia is obligated
to compensate the sellers in cash for the difference between the price at the
time the shares become saleable and the price the shares were valued for
purposes of the merger agreement. Subsequent to the closing of the acquisitions,
NeoMedia's stock has traded as low as $0.202 per share. Assuming a stock price
at the time the shares become saleable of $0.227, which was the last sale price
on June 15, 2006, NeoMedia would have a cash liability of $18.5 million
resulting from these clauses.