From the S-3: Proforma shares outstanding after all transactions
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ASSUMED NEOMEDIA STOCK PRICE (6)
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$0.100 $0.200 $0.300 $0.400
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<S> <C> <C> <C> <C>
Shares of common stock outstanding as of June 15, 2006 636,093,744 636,093,744 636,093,744 636,093,744
Plus pro forma common shares issued upon:
Conversion of outstanding options and warrants (1) 229,512,049 229,512,049 229,512,049 229,512,049
Completion of pending acquisition of Hip Cricket (2) 40,000,000 20,000,000 13,333,333 10,000,000
Completion of pending acquisition of Auto
Preservation (3) 10,000,000 5,000,000 3,333,333 2,500,000
Conversion of convertible preferred shares (4) 278,350,515 139,175,258 92,783,505 69,587,629
Draw-down of $100 million SEDA balance (5) 1,020,408,163 510,204,082 340,136,054 255,102,041
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Pro forma shares outstanding after all
transactions 2,214,364,471 1,539,985,133 1,315,192,018 1,202,795,463
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(1) Outstanding options and warrants include 75 million warrants issued
to Cornell Capital Partners in connection with the convertible
preferred shares, and 10 million warrants issued to Cornell Capital
Partners n connection with the $100 million SEDA agreement. These
warrants are not included in the pro forma share calculation for
Conversion of convertible preferred shares or draw-down of $100
million SEDA balance
(2) Acquisition is subject to a non-binding letter of intent. To date,
NeoMedia has advanced to Hip Cricket $500,000 in the form of two
promissory notes that will be applied to the purchase price if the
acquisition is completed. Number of shares shown above is calculated
as the $4,000,000 stock portion of the contemplated purchase price
divided by the pro forma assumed stock price.
(3) Acquisition of 30% of Auto Preservation is subject to a non-binding
letter of intent. Number of shares shown above is calculated as the
$1,000,000 stock portion of contemplated purchase price divided by
the pro forma assumed stock price.
(4) Convertible preferred shares convert into common shares at 97% of
the lowest closing bid price for the 30-day period prior to
conversion.
(5) Shares sold under the SEDA are valued at 98% of the lowest closing
bid price during the week they are sold. NeoMedia is not obligated
to draw any amounts against the $100 million limit.
(6) This table reflects the number of shares that would be issued to
satisfy current financing and acquisition transactions to which
NeoMedia is a party at different prices of NeoMedia stock at the
time the transaction is effected. The last sale price of NeoMedia
common stock on June 15, 2006 was $0.227. Amounts are shown for pro
forma informational purposes only.
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SS9173
