I stand corrected but now see why you didnt offer the doocument when I first requested it from you, since none of the specifics were in the 8k I was referencing.
The shares of common stock are non voting shares, they ARE NOT and WILL NOT be registerd with the SEC and are FOR INVESTMENT ONLY and NOT REDISTRIBUTION and the shares have no LIQUIDITY VALUE. So NEOM is stuck with the shares basically.
"""""""(e) Investment. NeoMedia (i) understands that NeoMedia Held Newco Shares have not been, and will not be, registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring NeoMedia Held Newco Shares solely for its own account for investment purposes, and not with a view to the distribution thereof, (iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning Newco and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the NeoMedia Held Newco Shares, (v) is able to bear the economic risk and lack of liquidity inherent in holding the NeoMedia Held Newco Shares, and (vi) is an Accredited Investor.
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""""""(f) Dilution. NeoMedia acknowledges that Newco has advised it that Newco will need to raise capital to implement its business plan, that it intends to do so through the sale of shares of capital stock or other securities that may be converted into or exchanged for shares of capital stock, that it intends to issue restricted stock and stock options to persons who become employed by or associated with the Company, and that the sale of such shares of capital stock or other securities and the issuance of such restricted stock and stock options will dilute NeoMedia’s position in Newco. NeoMedia further understands that it has no right to acquire additional shares of capital stock or other securities of Newco.""""""""""
In addition the 18 percent represents the amount of the current outstanding shares of the new company, and they have informed NEOM they intend to dilute those shares by selling shares to raise capitol in this new company and with 1 million shares outstanding NEOM will own 1.8 percent if they ONLY sell the now authorized shares. But that dont mean they cant raise the authorized level to 5 million or more in the near future, and NEOM has no voting power to stop them.
But on a lighter note NEOM does retain 100 shares of MOBOT itself.........
""""""""(g) Mobot Shares. NeoMedia holds of record and owns beneficially 100 Mobot Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. NeoMedia is not a party to any option, warrant, purchase right, or other contract or commitment that could require NeoMedia to sell, transfer, or otherwise dispose of any capital stock of Mobot (other than this Agreement). NeoMedia is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Mobot.
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But then it gets ugly again. The agreement stipulates NEOM can not attempt to transfer the shares or sell them to anyone, without the premission of NEWCO, and then NEWCO has the right to buy them back at a price of .01 a share, so let me see the 18000 shares of NEWCO are worth 180.00 regardless of what NEWCO shares are trading at.
If however NEWCO decides they want to buy the shares back from NEOM they then must pay fair market value which will be determined by the NEWCO board of directors.
The agreement also states that if neom has any voting powers in respect to any of the shares, that vote must be made as directed by the Board of NEWCO.
Man what a mess.
AI
