NeoMedia Technologies, Inc (NEOM)

[clawmann]

JP: OK. I will have at it. You seem to have forgotten a few things.

The following is the text of an e-mail I sent directly to you on May 25, and copied to 20+ other shareholders in response to your e-mail headed "Personal Challenge to Yorkville Associates":


"Sorry JP, but where this kind of money is involved, a personal challenge to YA isn't going to net anything.

If you want to do more than e-mail or post about this, you will need to hire an attorney who specializes in this (I do not). The attorney will be engaged to thoroughly review the facts and explain to us what if any rights/claims we as shareholders may have. I fully expect that such an initial review will not be free. It may be that, after determining that there is something here worth pursuing, the attorney may offer to take the case on contingency.

This is a highly complicated matter and it will cost. And if you want a properly qualified and experienced attorney to conduct a thorough review, the cost will be significant. My guess is that something in the range of $15,000-$30,000 will likely get the right lawyer's attention.

I will not pay that cost up front and allow everyone else to take a free ride. It could be that the attorney will advise us that there is nothing here worth pursuing.

I will be willing to contribute my ratable portion of the fee (which I believe should be determined on the basis of the relative holdings of the shareholders financing the work) if at least 10 or more of you are ready willing and able do likewise.

I could take the lead on talking to the attorney (I have one in mind who seemed to be interested when I discussed this with him several months ago), but I will not handle any of the money (other than writing my personal check out to the attorney). BTW, we do not have to use that particular attorney. If any of you can find another properly qualified and experienced attorney who is truly interested in taking a look at this, that would be great.

Note well: I do not and will not have any financial or other interest in this matter except as an ordinary shareholder desiring to do what I can legally to protect my investment.

Serious responses only please (i.e. no crackpot, illogical or lecturing responses)."