NeoMedia Technologies, Inc (NEOM)

[clawmann]

Closing has already occurred. However if, subsequent to Closing, certain events do not occur (in particular, shareholder approval of the required RS and reduction in par), YA may terminate the agreement. But Closing has occurred, the price for the Series D paid and the Series D have been issued. So now YA is in a position to vote the Series D on an as converted basis in the same manner as its Series C.

You know, we went through this exact process in early 2006 when YA paid for and got the Series C in February, and then voted the Series C on as converted basis at the subsequent shareholders meeting in June of 2006, thus ensuring (along with the votes of the O's and D's and certain misguided retail shareholders) that the required increase in the AS specified in that Investment Agreement occurred.

We've been through this before, guys. It is the same game plan.