Cornell Yorkville Clients

[jonesieatl]

NEOM : More 'hand-to-mouth' money from YAGI

http://www.sec.gov/Archives/edgar/data/1022701/000114420408031685/v115621_8-k.htm

"On May 16, 2008, NeoMedia Technologies, Inc., a Delaware corporation (the "Company") issued and sold a secured convertible debenture (the Debenture) to YA Global Investments, L.P. (the Investor) in the principal amount of Five Hundred Thousand Dollars ($500,000). The Debenture shall mature, unless extended by the holder in accordance with the terms of the Debenture, on May 16, 2010 (Maturity Date). The Debenture shall accrue interest at a rate equal to fifteen percent (15%) per annum and such interest shall be paid quarterly in arrears beginning on July 1, 2008 and on the Maturity Date or sooner as provided therein) in cash. At any time after the Transaction Date, the Investor shall be entitled to convert any portion of the outstanding and unpaid principal and accrued interest thereon into fully paid and non-assessable shares of Common Stock at a price equal to the lesser of $0.015 and eighty percent (80%) of the lowest volume weighted average price of the Common Stock during the ten (10) trading days immediately preceding each conversion date. The Company shall not affect any conversion, and the Investor shall not have the right to convert any portion of the Debenture to the extent that after giving effect to such conversion, the Investor (together with the Investor’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to twenty percent (20%) of the principal amount being redeemed, and accrued interest.

In connection with the Debenture, the Company (a) paid Forty-Four Thousand Dollars ($44,000) directly from the proceeds of the closing to Yorkville Advisors LLC ("Investment Manager") to compensate the Investment Manager for monitoring and managing the purchase and investment made by the Investor pursuant to the Investment Manager’s existing advisory obligations to the Investor, (b) paid a nonrefundable structuring and due diligence fee to the Investment Manager equal to Fifteen Thousand Dollars ($15,000) directly from the proceeds of the closing and (c) issued a warrant for the Investor to purchase 7,500,000 shares of the Company’s common stock at an exercise price of $0.0175 per share, which such warrant expires on May 16, 2015. In accordance with the terms of the warrant, a copy of which is attached hereto, in no event shall the holder be entitled t exercise the warrant for a number of shares in excess of that number of warrant shares which, upon giving effect to such exercise, would cause the aggregate number of shares of the Company’s common stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Company’s common stock following such exercise, except within sixty (60) days of May 16, 2015. If at the time of exercise the warrant shares are not subject to an effective registration statement or if an event of default thereunder has occurred, the holder may make a cashless exercise of the warrant in accordance with the formula set forth in the warrant."