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Re: jeffz2 post# 275038

Tuesday, 09/04/2012 3:19:36 PM

Tuesday, September 04, 2012 3:19:36 PM

Post# of 326355
jeff: That is not how it worked last time. On January 5, 2010, NeoMedia sold YA a Series D which gave them 52.4% of voting shares. The 25,000 shares of Series D gave YA exactly 2.5B VOTES - the outstanding share count had absolutely nothing to do with it. Shares don't count, votes do.

"... the Company agreed to issue and sell to YA 25,000 shares (the “Series D Shares”)..."

" resulting in one hundred thousand (100,000) votes for each one (1) share of the Series D Shares..."

Pursuant to the consummation of the transaction contemplated by the Investment Agreement as described in Item 1.01 above, involving the cash purchase of the Series D Shares, for the one hundred twenty (120) day period following the effective date of the Series D Certificate, YA may be deemed to have control of the Company due to its beneficial ownership, during such period, of 52.4% of the outstanding voting securities of the Company

http://www.sec.gov/Archives/edgar/data/1022701/000114420410001444/v170704_8-k.htm

So 25,000 shares gave NeoMedia controlling vote count. That should make it abundantly clear that a magical number of 2.5B outstanding shares is immaterial.

So, you're right, there was "Nothing wrong with anything" I said.

“It ain’t so much the things we don’t know that get us into trouble. It’s the things we know that just ain’t so.” Henry Wheeler Shaw