NeoMedia Technologies, Inc (NEOM)

[jonesieatl]

A reverse split isn't a rumor

Here are the terms which NeoMedia must comply with in order to receive the second and third tranches related to the financing announced/PRd/SEC-filed yesterday:

http://www.sec.gov/Archives/edgar/data/1022701/000114420408043681/v121767_ex10-1.htm

http://www.sec.gov/Archives/edgar/data/1022701/000114420408043681/v121767_8k.htm

I've trimmed this up a little bit for clarity , and bolded a couple of items of interest , but all of the requirements are worth noting IMO.

(In order to receive the second tranche , $2,325,000)

The Company shall have satisfied each of the following conditions:

(1) The Company shall have completed upgrades to its NeoReader mobile phone technology to enable compatibility with multiple mobile platforms (including Java, Windows Mobile and Symbian) in compliance with Original Equipment Manufacturer standards, and with multiple barcode symbologies (including Data Matrix, Astec, QR Code and various 1D symbologies) in each case in compliance with Association for Automatic Identification and Mobility (AIM), and/or industry standards;

(2) The Company shall have completed the development of the Neosphere base product and Application Programming Interface specifications for third party tool integration.

(3) The Company shall have begun a marketing program aimed to publicize the Company and its products and services in the marketplace and provided the Buyer with a report documenting its strategy and business model relating to its intellectual property licensing.

(4) The Company shall have appointed one additional member to its Board of Directors to the reasonable satisfaction of the Buyer.

(vi) The Company shall have provided the Deposit Account Agreements as set forth in the Security Documents and shall have granted, and caused Gavitec AG to grant, to the Buyer a perfected security interest in all of its assets and all of the assets of Gavitec AG (including intellectual property), to the extent legally possible.

(In order to receive the third tranche , $4,000,000)

(vii) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied.

(c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

(v) The Company shall have satisfied all the conditions to the First and Second Closing.

(vi) The Company shall have satisfied each of the following conditions:

(1) The Company shall have initiated a reverse stock split to the reasonable satisfaction of the Buyer.

(2) The Company shall have successfully completed a product trial relating to its NeoReader product with a Tier I Telecommunications Company.

(3) The Company shall have completed the design, development, and manufacture of next generation scanning hardware and created two new next generation scanners, in each case to the reasonable satisfaction of the Buyer.

(4) The Company shall provide a revised Budget in accordance with Section 4(d).

(5) The Company shall have appointed a second additional member to its Board of Directors to the reasonable satisfaction of the Buyer.






Yorkville / Cornell Tracking Board #board-9964


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