RECITALSAgreement and Plan of Reorganization • February 1st, 1999 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
LOAN AGREEMENTLoan Agreement • January 22nd, 2001 • Mdi Entertainment Inc • Services-amusement & recreation services • Connecticut
SECOND AMENDED AND RESTATED Exhibit 6.1 EMPLOYMENT AGREEMENT ----------- THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 8th day of August, 1997, by and between MEDIA DROPIN PRODUCTIONS, INC., a Delaware...Employment Agreement • September 28th, 1998 • Mdi Entertainment Inc • Connecticut
OFMdi Entertainment Inc • January 22nd, 2001 • Services-amusement & recreation services
AGREEMENT AND PLAN OF MERGER by and among SCIENTIFIC GAMES INTERNATIONAL, INC., BLUE SUEDE ACQUISITION CORP. and MDI ENTERTAINMENT, INC. dated as of NOVEMBER 19, 2002Agreement and Plan of Merger • November 20th, 2002 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 7th, 2000 • Mdi Entertainment Inc • Services-amusement & recreation services • New York
WITNESSETH:Stockholders Agreement • February 7th, 2000 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
Exhibit 99.1 ------------ STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is entered into as of the 4th day of August, 1999, by and between MDI Entertainment, Inc., a Delaware corporation (the "Corporation"), with its principal place of...Stock Purchase Agreement • August 12th, 1999 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
WITNESSETH:Strategic Alliance Agreement • November 9th, 2000 • Mdi Entertainment Inc • Services-amusement & recreation services • New York
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 4, 1999 (this "Agreement") is made by and between MDI Entertainment, Inc., a Delaware corporation (the "Company"), and International Capital Partners,...Registration Rights Agreement • August 12th, 1999 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
WITNESSETH:Stockholders Agreement • February 7th, 2000 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
Exhibit 99.4 ------------ PURCHASE AGREEMENT AGREEMENT effective as of September 21, 1999 between Steven M. Saferin, with an address at c/o MDI Entertainment, Inc., 201 Ann Street, Hartford, Connecticut 06103 (the "Stockholder"), and Scientific Games,...Purchase Agreement • October 4th, 1999 • Mdi Entertainment Inc • Services-amusement & recreation services
EMPLOYMENT AGREEMENT Exhibit 6.2 EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 30th day of April, 1996, by and between MEDIA DROP-IN PRODUCTIONS, INC, a Delaware corporation (the "Employer"), KENNETH PRZYSIECKI (the "Employee") and STEVEN...Employment Agreement • September 28th, 1998 • Mdi Entertainment Inc • Connecticut
W I T N E S S E T H : - - - - - - - - - -Registration Rights Agreement • November 9th, 2000 • Mdi Entertainment Inc • Services-amusement & recreation services • New York
EXHIBIT 2.2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of November 19, 2002, among Scientific Games International, Inc., a company organized under the laws of the State of Delaware ("Parent"), Blue Suede Acquisition...Stock Purchase Agreement • November 20th, 2002 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
ARTICLE II REGISTRATION RIGHTSRegistration Rights Agreement • September 28th, 1998 • Mdi Entertainment Inc • Delaware
R E C I T A L SCommission Agreement • February 1st, 1999 • Mdi Entertainment Inc • Services-amusement & recreation services • New York
BETWEENLease Modification Agreement • September 28th, 1998 • Mdi Entertainment Inc • Connecticut
AGREEMENTAgreement • July 16th, 2001 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
Roger W. Ach, II c/o The Lottery Channel, Inc. 425 Walnut Street, Suite 2300 Cincinnati, OH 45202 January 26, 2000Mdi Entertainment Inc • February 7th, 2000 • Services-amusement & recreation services • Delaware
WITNESSETHThird Lease Modification Agreement • August 27th, 1999 • Mdi Entertainment Inc • Services-amusement & recreation services
a) In his position as Senior Vice President-MDI and, so long as the Company maintains the separate corporate existence of MDI (or otherwise maintains MDI as a distinct operating division), in his position as President and Chief Executive Officer of...Employment and Severance Benefits Agreement • November 20th, 2002 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
Exhibit 10.4 Form of MDI Entertainment, Inc. Security Agreement. SECURITY AGREEMENT SECURITY AGREEMENT ("AGREEMENT"), made the ____ day of December, 2000, by and between __________________ (hereinafter referred to as "LENDER"), and MDI ENTERTAINMENT,...Security Agreement • January 22nd, 2001 • Mdi Entertainment Inc • Services-amusement & recreation services • Connecticut
EXHIBIT 99.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT AGREEMENT made as of April 25, 2001 by and between MDI ENTERTAINMENT, INC., a Delaware corporation with its principal office located in Hartford, Connecticut (hereafter referred to as...Stock Purchase Agreement • May 2nd, 2001 • Mdi Entertainment Inc • Services-amusement & recreation services • Delaware
Exhibit 99.2 ------------ CONVERTIBLE SUBORDINATED DEBENTURE PURCHASE AGREEMENT THIS CONVERTIBLE SUBORDINATED DEBENTURE PURCHASE AGREEMENT is entered into as of the 21st day of September, 1999, by and between MDI Entertainment, Inc., a Delaware...Exhibit 99 • October 4th, 1999 • Mdi Entertainment Inc • Services-amusement & recreation services • New York
GUARANTYMdi Entertainment Inc • January 22nd, 2001 • Services-amusement & recreation services • Connecticut
MDI LETTERHEAD]Mdi Entertainment Inc • December 13th, 2002 • Services-amusement & recreation services
This letter concerns your warrants to purchase shares of MDI Entertainment, Inc. ("MDI") common stock, par value $0.001 (referred to in this letter as "Warrants"). As you may know, on November 19, 2002, MDI entered into a merger agreement (the "Merger Agreement") with Scientific Games International, Inc. ("Scientific Games") and its wholly owned subsidiary ("Purchaser").1 The Merger Agreement provides, as a first step in the acquisition of MDI, that the Purchaser will make a tender offer to purchase all of MDI's outstanding common stock at a price of $1.60 per share in cash. The tender offer is currently scheduled to close at midnight on Friday, December 27, 2002. However, this tender offer is subject to certain conditions, one of which is that the Purchaser shall acquire more than 75% of MDI's outstanding common stock on a fully-diluted basis. We refer to this tender offer as the "Offer," and any references in this letter to the Offer include any extension and any subsequent offering
RECITALSFirst Amended • September 28th, 1998 • Mdi Entertainment Inc
Exhibit 4.1 Form of Convertible Promissory Note in favor of the Lenders CONVERTIBLE PROMISSORY NOTEMdi Entertainment Inc • January 22nd, 2001 • Services-amusement & recreation services • Connecticut
February 25, 2002Mdi Entertainment Inc • February 26th, 2002 • Services-amusement & recreation services
STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT is entered into as of the 1st day of November, 2000, by and between MDI Entertainment, Inc., a Delaware corporation ("MDI"), and eLot, Inc., a Virginia corporation ("eLot"). WHEREAS, on the terms...Stock Exchange Agreement • November 9th, 2000 • Mdi Entertainment Inc • Services-amusement & recreation services • New York
MDI LETTERHEAD]Mdi Entertainment Inc • December 13th, 2002 • Services-amusement & recreation services
This letter concerns your stock options to purchase shares of MDI Entertainment, Inc. ("MDI") common stock, par value $0.001 (referred to in this letter as "Options"). As you may know, on November 19, 2002, MDI entered into a merger agreement (the "Merger Agreement") with Scientific Games International, Inc. ("Scientific Games") and its wholly owned subsidiary ("Purchaser").1
Scientific Games International, Inc. 750 Lexington Avenue 25th Floor New York, New York 10022 November 19, 2002Mdi Entertainment Inc • November 26th, 2002 • Services-amusement & recreation services
This letter serves as the formal acknowledgment by Kenneth Przysiecki ("Mr. Przysiecki"), Steven M. Saferin ("Mr. Saferin") and Media Drop-In Productions, Inc. ("MDI") that all amounts currently due, or becoming due at any time in the future, to Mr. Przysiecki under Section 4(b)(ii) of the Employment Agreement dated as of April 30, 1996, as amended April 2, 1998, by and among MDI, Mr. Saferin and Mr. Przysiecki (the "Employment Agreement") are the personal responsibility of Mr. Saferin and such expenses or costs shall not be borne by MDI or Scientific Games International, Inc. ("Scientific Games") or any of their affiliates. Mr. Saferin hereby acknowledges that any funds necessary to satisfy any and all obligations to Mr. Przysiecki under Section 4(b)(ii) of the Employment Agreement will be provided personally by Mr. Saferin and will not be an obligation of or provided by MDI, Scientific Games or any of their affiliates.
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • November 26th, 2002 • Mdi Entertainment Inc • Services-amusement & recreation services
This AMENDMENT NO. 2, effective as of November 19, 2002, between Media Drop-In Productions, Inc., a Delaware corporation ("MDI"), 1010 Productions, Inc. ("Consultant"), and MDI Entertainment, Inc., a Delaware corporation ("Guarantor").
