Neom did not turn down the money. Sorry to inform you but, the language in the Amendment states otherwise and supersedes your wishful interpretation.
From 10k (see below)
Amendment to Third Closing of July 2008 Securities Purchase Agreement
On July 29, 2008 (the “Closing Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) to issue and sell secured convertible debentures (the “Debentures” and each, a “Debenture”) to YA Global Investments, L.P. (the “Buyer”) in the principal amount of up to Eight Million Six Hundred Fifty Thousand Dollars ($8,650,000) pursuant to the terms of the SPA, by and between the Company and the Buyer, of which the first secured convertible Debenture in the amount of $2,325,000 was funded on the Closing Date, the second secured convertible Debenture in the amount of $2,325,000 was funded on October 28, 2008 and a third Debenture in the amount of $4,000,000 was to be funded on or after January 1, 2009 subject to certain conditions set forth in the SPA.
On April 6, 2009, the Company and the Buyer entered into an Amendment Agreement (the “Amendment”) whereby the SPA was amended in order to reduce the value of the third secured convertible Debenture (as discussed above) from $4,000,000 to $1,100,000, and whereby such Third Closing (as defined in the Amendment) would be broken down into two (2) separate closings, the first to occur on April 6, 2009 pursuant to which the Buyer shall purchase a secured convertible Debenture in the principal amount of $550,000, and the second to occur on May 1, 2009 pursuant to which the Buyer shall have the option (in its sole discretion) to purchase a secured convertible Debenture in the principal amount of $550,000.
Furthermore, the Amendment reduces the amount of funds that shall be deposited into escrow in accordance with the terms of the Amendment, modifies certain terms with respect to the reservation of shares and use of proceeds, and the Buyer waived any event of default that may have occurred as a result of any breach by the Company of those provisions relating to the reservation of shares and use of proceeds under the SPA. Lastly, the Company provided to the Buyer a release from all causes of action, suits, debts claims and demands whatsoever known or unknown, at law, in equity or otherwise, which the Company ever had, now has or thereafter may have on or prior to April 6, 2009, and any claims for reasonable attorneys’ fees, penalties, liquidated damages, and indemnification for losses, liabilities and expenses, in consideration for the Buyer’s accommodations made in the Amendment. A copy of the Amendment is attached hereto as Exhibit 10.14.
