NeoMedia Technologies, Inc (NEOM)

[ss9173]

Re: Mobot deal

Will Neomedia consummate the "mobile marketing wedding of the year" by tomorrow? (See related article http://www.telecomweb.com/cgi/pub/tnd/tnd08020505.html )

Per the LOI, a definitive purchase agreement must be completed by October 26th or Mobot has the right to demand an additional $200,000 loan per the terms copied and pasted below from page 46 of the latest S4-amendment filing:

RECENT DEVELOPMENTS


Mobot, Inc. ("Mobot")

On July 27, 2005, NeoMedia signed a non-binding Letter of Intent to
acquire Mobot (www.mobot.com), of Lexington, Massachusetts, a pioneer and leader
in mobile visual search technologies. Mobot was founded in 2003 by its CEO
Russell Gocht to pursue the application of advances in image processing on of
camera phones in the consumer marketplace. The Letter of Intent calls for
NeoMedia to acquire all of the outstanding shares of Mobot in exchange for
$3,500,000 cash and $6,500,000 in shares of NeoMedia common stock. The LOI is
subject to due diligence by both parties.

On July 28, 2005, NeoMedia lent Mobot the principal amount of $600,000 in
the form of an unsecured promissory note. The Note accrues interest at a rate of
6% per annum. The Note will be forgiven upon signing of a definitive purchase
agreement for the acquisition of all of the outstanding shares of Mobot by
NeoMedia, as contemplated by the Letter of Intent. In the event the acquisition
is not consummated, the Note will become due 90 days after written notice of
cancellation of the Letter of Intent. In the event the Letter of Intent is
terminated and the Note is note repaid within 90 days of such cancellation, the
note will convert into shares of Mobot common stock with a value equal to the
unpaid principal and accrued interest on the Note.

In the event a definitive purchase agreement is not executed by the
parties, or the Letter of Intent is not terminated, by September 26, 2005, Mobot
has the right to demand an additional $200,000 loan from NeoMedia. In the event
a definitive purchase agreement is not executed by the parties, or the Letter of
Intent is not terminated, by October 26, 2005, Mobot has the right to demand an
additional $200,000 loan from NeoMedia. Both of the additional loans would be in
the form of a unsecured promissory notes subject to the same terms as the Note.

I have been skeptical this would occur by October 26 per my August 19th post http://www.investorshub.com/boards/replies.asp?msg=7427370

However, I was feeling better about the deal happening by this timeframe based on YJ and SRM report from CTIA. See their post http://www.investorshub.com/boards/read_msg.asp?message_id=7933013

So now that time is upon us. Will tomorrow be a historic day for Neomedia? Will the "mobile marketing wedding of the year" happen as planned? I hope they find a way to "get 'er done".

What's everyone thoughts: will it happen tomorrow???

SS9173