December 29, 2005 Mr. Paul Meyer President and Chief Operating Officer Shuffle Master, Inc. 1106 Palms Airport DriveSona Mobile Holdings Corp • March 31st, 2006 • Services-prepackaged software • Nevada
This letter will confirm the agreement (the ‘‘Agreement’’) reached between Sona and Shuffle Master, Inc., a Minnesota corporation (‘‘SMI’’), wherein Sona hereby grants to SMI an option (the ‘‘Option’’) to subscribe for and purchase from Sona, at the price of $1.30 per share, up to 2,307,693 shares but no less than 1,846,154 shares (subject to adjustment pursuant to the terms of this Agreement) of duly authorized, validly issued, fully paid and non-assessable shares of common stock, par value $.01 per share, of Sona (hereinafter called ‘‘Option Shares’’), at any time during the period (the ‘‘Option Period’’) beginning on the date on which SMI and Sona shall execute and deliver an agreement with respect to a wireless gaming venture as currently contemplated by Sona and SMI (the ‘‘Strategic Alliance Agreement’’) and ending at 5:00 p.m. Pacific time on the date which is thirty days after the date hereof (the ‘‘Effective Date’’), subject to the provisions and upon the terms and conditions h
ContractSona Mobile Holdings Corp • March 31st, 2006 • Services-prepackaged software • New York
NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE EXERCISE HEREOF (‘‘WARRANT SHARES’’), AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘ACT’’), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
