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rotorhead

05/04/06 9:28 AM

#72434 RE: clawmann #72397

Clawmann, would you please refer me to the rule(?) that relates to a 5% limit on Cornell's ownership. As I posted to Hangdog, I don't think that there are any limits to how much they can own at this time. Thanks, Rotorhead

"Hangdog, I believe that the 4.9% limit has to do with reporting ownership. Cornell is not limited to owning less than that.

The Cornell share limit is related to the $100 million SEDA and apparently would only be triggered if NeoMedia requests an 'advance' on the SEDA ... reference follows...

"(g) Maximum Advance Amount. The amount of an Advance requested by
the Company shall not exceed the Maximum Advance Amount. In addition, in no
event shall the number of shares issuable to the Investor pursuant to an Advance
cause the aggregate number of shares of Common Stock beneficially owned by the
Investor and its affiliates to exceed nine and 9/10 percent (9.9%) of the then
outstanding Common Stock of the Company. For the purposes of this section
beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act."