NeoMedia Technologies, Inc (NEOM)

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http://www.sec.gov/Archives/edgar/data/1022701/000114420406051581/v059730_ex16-1.htm

"(d) Capitalization. Immediately after giving effect to the transactions contemplated by this Agreement, the entire authorized capital stock of Newco will consist of (i) 1,000,000 shares of Newco Common Stock, of which 82,000 shares are issued and outstanding; (ii) 18,000 shares of Newco Nonvoting Common Stock, all of which are issued and outstanding and are held of record by NeoMedia (provided that the Escrow Shares are subject to the terms of the Escrow Agreement); (iii) 500,000 shares of Newco Preferred Stock, no series of which is designated and no shares of which are issued or outstanding; and (d) 16,931 shares of Newco Special Preference Stock, all of which are issued and outstanding and are held of record by NeoMedia. All of the shares of Newco Nonvoting Common Stock and Newco Special Preference Stock issued to NeoMedia under this Agreement have been duly authorized, are validly issued, fully paid, and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Newco to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Newco. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Newco except as set forth in this Agreement."