Replies to post #215631 on NeoMedia Technologies, Inc (NEOM)

[juliefema]

The Borrower has represented to the Lender that it requires additional financing in order to pursue one or more transactions within the next ninety (90) days and that the expected proceeds from the consummation of such transaction(s) will be sufficient to repay the New Loan (as defined herein) and to fund the Borrower’s ongoing business operations for twelve (12) months.

What an intense post TruthInfo. I reckon you make a damn good chess player. In order for your perspective to be spot on you'd need to discredit the above paragraph in full. You may not have your checkmate just yet.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7296429

[TruthInfo]

NeoMedia HAS RESOURCES TO FUND ACQUISITIONS. That be what NeoMedia Ceo Iain McCready stated to Gomo News in article at link. On April 20, 2010 the CEO made that claim.

http://www.gomonews.com/mobile-search-and-2d-barcodes-to-be-inextricably-linked-says-neomedia/

Then on May 27, 2010, just about a month later, NeoMedia is pleading with Cornell that it can sell assets. Please fund us one additional time cause we got assets to sell and will come up with our own operational funds. Ratification Agreement, link at my post I'm linking to here.

What about the shareholder stock offering Cornell ordered in the Investment Agreement at Section 11.4 that was to pay off Cornell's loans to NeoMedia and provide operational funds to NeoMedia??? Klawonn's lawsuit put an end to that. Investment Agreement, exhibit 10.1 to 8k filed 1-11-10.

The Ratification Agreement is replete with provisions related to the Klawonn lawsuit and in the planned bankruptcy of NeoMedia, such as:

1. Credit bidding. Cornell has the right to sell at auction or other disposition NeoMedia's assets, including any disposition pursuant to the Bankruptcy Code.

2. Waiver of jury trial. NeoMedia and Cornell irrevocably waive the right to a jury trial in any litigation where either is a party that is in respect of any relationship between NeoMedia, or other person, and Cornell.

3. New Loan NOTE AT (x) and (y) Cornell states NeoMedia acknowledges the New Debenture is a one time loan and that Cornell is not agreeing to make any further loans in the future. NEOM is a sell now. HDSN on the board for first time since the 100 to 1 reverse split with a bid at .02.

5. New Loan

The Borrower has requested that the Lender make a short-term loan in the original principal amount of $2,006,137.04 (the “New Loan”) to fund ongoing business operations while the Borrower seeks to negotiate certain business transactions and to pay off the 4/1/10 Note in full. Upon the satisfaction of all of the conditions precedent set forth in Paragraph 5 of this Agreement, as determined by the Lender in the Lender’s sole and exclusive discretion, and subject to the terms and conditions of the New Debenture and the Related Documents, the New Loan shall (a) be made by the Lender in accordance with the terms and conditions of the New Debenture and the other Financing Documents, (b) constitute a portion of the Obligations, and (c) shall be secured by all of the collateral granted to the Lender by the Obligors. The Borrower hereby acknowledges and agrees that (x) the New Loan is a single, one time loan, (y) by making the New Loan the Lender is not agreeing to make any further loans in the future, and (z) the Lender has the right on or after August 26, 2010 to require one or more mandatory redemptions of all or a portion of the amounts due under the New Debenture, and, if the Lender elects to require such a mandatory redemption or redemptions, the Borrower will comply with the same regardless of whether the Borrower is able to consummate the contemplated transaction(s) or whether the proceeds of such transaction(s) are sufficient to satisfy the amount(s) of any such required mandatory redemption(s).

11. Waiver of Jury Trial

The Borrower and the Lender hereby make the following waiver knowingly, voluntarily, and intentionally, and understand that the other, in entering into this Agreement, is relying on such a waiver: THE BORROWER AND THE LENDER EACH HEREBY IRREVOCABLY WAIVE ANY PRESENT OR FUTURE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE OTHER BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST SUCH PARTY OR IN WHICH SUCH PARTY IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN THE OBLIGORS, OR ANY OTHER PERSON, AND THE LENDER.

12. Credit Bidding

The Borrower hereby acknowledges and agrees, in further consideration for the Lender entering into this Agreement, that the Lender shall be permitted to credit bid the Obligations at any auction and/or other sale, including without limitation, at any auction and/or other sale or disposition conducted under or in connection with any of the sections or chapters of the Bankruptcy Code, 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). The Borrower hereby acknowledges and agrees that this provision is a material inducement to the Lender entering into this Agreement. The Lender, in turn, acknowledges that this paragraph shall not be construed as a restriction or prohibition on any Borrower’s right to file any voluntary petition or make application for or seek relief or protection under the Bankruptcy Code. The Borrower acknowledges and agrees that the agreements as set forth in this Paragraph shall survive expiration and/or termination of this Agreement.

[winthorpevalentine]

Tru you post a cogent argument. I certainly would not rule out your forecast nor put the implied motive past VC funding.

That being said, i think your specific reference to section 10. Business Combination Transaction on the form D nixing any rumors that NeoMedia might be merging with another company, buying another company or other type of business combination transaction, is leaving out a significant alternative and this is a buyout, licensing agreement or sale.

Section 10. Business Combination Transaction specifically references
business combination transactions, such as a merger, acquisition or exchange offer.' If there is positive announcement in the pipeline I would not expect it to be a merger or exchange offer and certainly not an acquisition.

Nice post though thanks for reminding us about the other side of the coin that is still in the air.

[Poptech]

TI: There have been no "rumors that NeoMedia might be merging with another company, buying another company or other type of business combination transaction."

[Poptech]

TI: I took a quick look at the ratification agreement and can't seem to find your reference to the language stating, "management claims it can sell an asset or assets to provide the required funds and within a certain time frame."

Would you help me out and post the language?