MDI LETTERHEAD]Warrant Agreement • December 13th, 2002 • Mdi Entertainment Inc • 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
MDI LETTERHEAD]Merger Agreement • December 13th, 2002 • Mdi Entertainment Inc • 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
