EXHIBIT INDEX
Exhibit No. Description
99.1 Excerpts from the Agreement and Plan of Merger, dated
January 26, 2000, by and among MDI Entertainment, Inc.,
MDI Acquisition, Inc. and The Lottery Channel, Inc.
<PAGE>
EXHIBIT 99.1
Excerpts from the
Agreement and Plan of Merger
dated January 26, 2000,
by and among
MDI Entertainment, Inc., MDI Acquisition, Inc.
and The Lottery Channel, Inc.
Article VI
"Conditions"
Section 6.3 Conditions to Obligation of Parent and Merger Sub to Effect the
---------------------------------------------------------------------------
Merger.
------
The obligations of the Parent and Merger Sub to effect the Merger shall
be subject to the fufillment at or prior to the Closing Date of the following
conditions:
(h) National Broadcasting Company ("NBC") shall have purchased
$10,000,000 of the Parent Company Stock at a minimum price of
$8.00 per share.
(i) Parent shall have received at least $5,000,000 (exclusive of
amounts received from NBC) of gross proceeds from the private
placement of equity securities of Parent.
(j) The Stock Purchase Agreement, dated September 21, 1998, between
Lottery and NBC Multimedia, Inc. and the NBC In-Content Provider
Agreement, dated September 21, 1998, between Lottery and NBC
Multimedia, Inc. shall have been amended or modified on terms
acceptable to Parent in its sole descretion.
