NeoMedia Technologies, Inc (NEOM)

[jonesieatl]

terms cont'd

Interesting excerpts below. This is supposed to be a year's worth of money according to the second excerpt.

"Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company."

Use of Proceeds. The Company will use the proceeds from the sale of the Convertible Debentures in accordance with the terms of the budget attached hereto as Exhibit D (the “Budget”) and shall not deviate from any line item of the Budget by more than ten percent without the written consent of the Buyer. The Company represents that the proceeds of the sale of the Convertible Debentures will provide sufficient capital for the Company to cover its cash burn rate and fully fund its current business plan until at least September 30, 2009. Within 90 days of the date hereof the Company and the Buyer shall work towards preparing an agreed upon reduced Budget that will fully fund the Company through December 31, 2009.

More on the fees:

Monitoring fees: $200,000 upon the First Closing, an additional $200,000 upon the Second Closing, and an additional $350,000 upon the Third Closing directly from the proceeds of such Closing

structuring and due diligence fee to Yorkville of $90,000, of which $40,000 shall be paid directly from the proceeds of the First Closing, $20,000 shall be paid directly from the proceeds of the Second Closing, and $40,000 shall be paid directly from the proceeds of the Third Closing.