-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gt5pT+vOK9WuddTHd9GvcNYH3XY19eYVktgxLfa/IVDgeUh2QdDlrZX62zbrqBmN tc71HpxE0ypcMbHNPqQxdg== 0001144204-08-061270.txt : 20081105 0001144204-08-061270.hdr.sgml : 20081105 20081105170344 ACCESSION NUMBER: 0001144204-08-061270 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081105 DATE AS OF CHANGE: 20081105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SONA MOBILE HOLDINGS CORP CENTRAL INDEX KEY: 0000719662 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 953087593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1006 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35606 FILM NUMBER: 081164461 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2124868887 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: PERFECTDATA CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kreloff Shawn CENTRAL INDEX KEY: 0001325730 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (212)751-4300 MAIL ADDRESS: STREET 1: C/O HODGSON RUSS LLP STREET 2: 1540 BROADWAY 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 v130604_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SONA MOBILE HOLDINGS CORP.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

83540T109

(CUSIP Number)

Hodgson Russ LLP

1540 Broadway 24^th Floor

New York, New York 10036

(212)751-4300

Attention: S. Asher Gaffney

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 30, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 83540T109

Schedule 13D

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	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shawn Kreloff

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) o
		(b) o

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO

	5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 10,195,937

			8.	SHARED VOTING POWER 0

			9.	SOLE DISPOSITIVE POWER 10,195,937

			10.	SOLE DISPOSITIVE POWER 0

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,195,937

	12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6%

	14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2006 (the “Schedule 13D”) and Amendment No. 1 to Schedule 13D filed with the SEC on October 20, 2008 (“Amendment No. 1”) by Shawn Kreloff (the “Reporting Person”).

Capitalized terms used in this Amendment No. 2 without definition have the meanings ascribed to them in the Schedule 13D, as amended by Amendment No. 1.

Item 3. Source and Amount of Funds or Other Consideration

On October 30, 2008, the Reporting Person purchased 3,974,359 shares of Common Stock (the “Shares”) and a warrant to purchase 833,333 shares of Common Stock ( the “Warrant”; together with the Shares, the “Securities”) of the Issuer in a private transaction from an unaffiliated third party (the “Seller”) for an aggregate purchase price of $65,000. The Reporting Person used personal funds to finance the purchase price of the Securities.

Item 4. Purpose of Transaction.

The Reporting Person intends to review his investment in the Issuer on a continuing basis. In this regard, the Reporting Person may purchase additional shares of Common Stock, or may sell all or a portion of the shares of Common Stock held by him, in any case, in market transactions, in private transactions or otherwise. The Reporting Person may also pledge, encumber or otherwise transfer or engage in other transactions with respect to all or a portion of such shares of Common Stock. In addition, the Reporting Person may from time to time approach and engage in discussions with the Issuer, other security holders of the Issuer or third parties with respect to any of the foregoing and the business and business strategies of the Issuer, including such matters as acquisitions, dispositions and other extraordinary transactions, changes in management of the Issuer and the nomination and election of one or more directors of the Issuer. The Reporting Person’s actions with respect to his investment in the Issuer will depend on such factors as the Reporting Person deems relevant at the time, including among other things, the Reporting Person’s evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other opportunities available to the Reporting Person, prospects for the Reporting Person’s own business, general economic conditions, including stock market conditions and other future developments.

The Reporting Person reserve the right to change his purpose in respect of the shares of Common Stock and take such actions as he deems appropriate in light of the circumstances existing at the time, including without limitation, the matters set forth above.

Except as indicated above, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in Subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The Reporting Person is deemed to beneficially own 10,195,937 shares of Common Stock ("Shares"), including 3,458,333 shares which may be acquired by the Reporting Person upon exercise of options and warrants exercisable within 60 days of the date hereof. (Included in such sum are options to acquire 2,583,334 shares of Common Stock that the Issuer claims were cancelled in connection with the termination of the Reporting Person’s employment with the Issuer). This sum represents approximately 16.6% of the Issuer's outstanding shares of Common Stock. All percentages set forth in this Amendment No. 2 are calculated based on 57,832,857 shares of Common Stock outstanding as of August 15, 2008, as set forth in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008.

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The foregoing calculation excludes an aggregate of 1,166,667 shares of Common Stock subject to options (“Non-Vested Options”); such shares are excluded because the related options are not exercisable until more than 60 days from the date hereof. The Issuer claims that these Non-Vested Options were cancelled in connection with the termination of the Reporting Person’s employment.

The Reporting Person has the sole power to vote or to direct the vote, and dispose or direct the disposition, of the Shares.

Other than as described in Item 3 above, the Reporting Person has not effected any transaction in shares of Common Stock during the sixty (60) days preceding the date hereof.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In connection with the purchase described in Item 3 hereof, Seller granted the Reporting Person a proxy with respect to the Shares for purposes of voting such Shares at the Annual Meeting of Stockholders of the Issuer scheduled to be held on November 17, 2008.

Item 7. Materials to be Filed as Exhibits

Exhibit No.	Description of Exhibit
1	Stock Purchase Agreement, dated October 30, 2008, by and between the Reporting Person and Seller.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: November 3, 2008

/s/ Shawn Kreloff

Shawn Kreloff

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EX-1 2 v130604_ex1.htm

STOCK PURCHASE AGREEMENT

AGREEMENT dated as of the 30th day of October, 2008 (the “Effective Date”) by and between Shuffle Master, Inc. (“Seller”) with an address at 1106 Palms Airport Drive, Las Vegas, Nevada 89119 and Shawn Kreloff (“Buyer”) with an address c/o Hodgson Russ LLP, 1540 Broadway, 24^th Floor, New York, NY 10036, attention: Asher Gaffney.

Buyer desires to purchase from Seller and Seller desires to sell to Buyer shares of common stock and a warrant to purchase shares of common stock of Sona Mobile Holdings Corp. (“Corporation”) on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

Purchase of Stock and Warrant.

As of the Effective Date, Seller hereby conveys, transfers, and assigns, to Buyer, and Buyer hereby purchases and accepts from Seller, 3,974,359 shares of common stock of the Corporation (collectively, the “Shares”) and Warrant No. 2006-6 (the “Warrant”). Immediately upon receipt of the Purchase Price, Seller shall deliver to Buyer by national recognized overnight courier or as otherwise reasonably instructed by Buyer (collectively “Courier”) stock powers (the “Stock Powers”) separate from the stock certificates constituting all the Shares (the “Certificates”) and an assignment of the Warrant to effect such transfers, accompanied by a medallion guaranty. The Certificates currently bear restrictive legends (the “Legends”) and Seller hereby agrees to have all Legends removed from the Certificates within twenty (20) business days of the Effective Date. Upon Seller’s receipt of the unlegended Certificates, but not more than 25 business days after the Effective Date, Seller shall deliver to Buyer by Courier the Certificates accompanied by the Stock Powers, as modified as may be required to reflect new identification numbers, if any, for the unlegended Certificates. Notwithstanding anything contained herein to the contrary, title to the Shares and the Warrant shall pass from Seller to Buyer on the Effective Date.

Purchase Price.

The purchase price for the Shares and Warrant being sold pursuant to paragraph 1 above is $0.01632968 per share for the Shares and $100 for the Warrant (collectively, the “Purchase Price”). The Purchase Price for the Shares and the Warrant shall be delivered to Seller on the Effective Date by wire transfer as follows:

Bank:

ABA:

SWIFT:

Name:

Acct #:

Address:

Page 1 of 7

Representations and Warranties of Seller.

Seller represents and warrants to Buyer as follows:

(a) Ownership of Capital Stock and Warrant of Corporation. Seller is the record and beneficial owner of the Shares and the Warrant. Seller has good and marketable title to the Shares and Warrant, and the Shares, subject only to the removal of the Legend, and Warrant shall be free and clear of any and all liens, claims, encumbrances, restrictions on transfer, taxes, options, warrants, purchase rights, commitments, equities, claims and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of the Shares and the Warrant. Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of the Corporation.

(b) Power to Execute Agreement. Seller has the corporate power and authority to execute, deliver, and perform this Agreement, and this Agreement is the legal and binding obligation of Seller, enforceable against it in accordance with its terms.

(c) Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions hereby contemplated, and the fulfillment of the terms hereof, will not result in the breach of any term or provision of, or constitute a default under, or conflict with, or cause the acceleration of any obligation under, any agreement or other instrument of any description to which Seller is a party or by which Seller is bound, or any judgment, decree, order, or award of any court, governmental body, or arbitrator, or any law, rule, or regulation applicable to Seller.

(d) Ability to Bear Risk; Business and Financial Knowledge and Experience. Seller (i) can bear the risk associated with the sale of the Shares and the Warrant, including the impact such sale may have on the relationship (business and otherwise) between the Seller and the Corporation, and (ii) has sufficient knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of Seller’s sale of the Shares and the Warrant.

(e) Knowledge Respecting Corporation. Seller (i) knows or has had the opportunity to acquire all information concerning the business, affairs, financial condition, plans, and prospects of the Corporation that Seller deems relevant to make a fully informed decision respecting its sale of the Shares and the Warrant; (ii) has been encouraged and has had the opportunity to rely upon the advice of Seller’s legal counsel and accountants and other advisers with respect to the sale of the Shares and the Warrant; (iii) has had the opportunity to ask such questions and receive such answers and information respecting, among other things, the business, affairs, financial condition, plans, and prospects of the Corporation; (iv) acknowledges that Buyer may have material non-public information concerning the Corporation (the “Information”) and that the Information may impact the value of the Shares and the Warrant; (v) has instructed the Buyer not to provide it with Information; and (vi) is not currently, and has not for more than the past three months, been an Affiliate (as such term is used by Rule 144 promulgated under the Securities Act of 1933, as amended), of the Corporation.

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(f) Absence of Representations and Warranties. Seller confirms that neither Buyer nor anyone purportedly acting on behalf of Buyer has made any representations, warranties, agreements, or statements respecting the business, affairs, financial condition, plans, or prospects of the Corporation nor has Seller relied on any representations, warranties, agreements, or statements in the belief that they were made on behalf of any of the foregoing nor has Seller relied on the absence of any such representations, warranties, agreements, or statements in reaching Seller’s decision to sell the Shares and the Warrant.

Representations and Warranties of Buyer.

Buyer represents and warrants to Seller as follows:

(a) Power to Execute Agreement. Buyer has the power and authority to execute, deliver, and perform this Agreement, and this Agreement is the legal and binding obligation of Buyer, enforceable against him in accordance with its terms.

(b) Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof, will not result in the breach of any term or provision of, or constitute a default under, or conflict with, or cause the acceleration of any obligation under, any agreement or other instrument of any description to which Buyer is a party or by which Buyer is bound, or any judgment, decree, order, or award of any court, governmental body, or arbitrator or any law, rule, or regulation applicable to Buyer.

Further Representations and Warranties of Buyer.

Buyer further represents and warrants to Seller as follows:

(a) Ability to Bear Risk; Business and Financial Knowledge and Experience. Buyer (i) can bear the economic risk of the purchase of the Shares and the Warrant, including the complete loss of Buyer’s investment, and (ii) has sufficient knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of Buyer’s purchase of the Shares and the Warrant.

(b) Knowledge Respecting Corporation. Buyer (i) knows or has had the opportunity to acquire all information concerning the business, affairs, financial condition, plans, and prospects of the Corporation that Buyer deems relevant to make a fully informed decision respecting the purchase of the Shares and the Warrant; (ii) has been encouraged and has had the opportunity to rely upon the advice of Buyer’s legal counsel and accountants and other advisers with respect to the purchase of the Shares and the Warrant; and (iii) has had the opportunity to ask such questions and receive such answers and information respecting, among other things, the business, affairs, financial condition, plans, and prospects of the Corporation.

(c) Absence of Representations and Warranties. Buyer confirms that neither Seller nor anyone purportedly acting on behalf of Seller has made any representations, warranties, agreements, or statements respecting the business, affairs, financial condition, plans, or prospects of the Corporation nor has Buyer relied on any representations, warranties, agreements, or statements in the belief that they were made on behalf of any of the foregoing nor has Buyer relied on the absence of any such representations, warranties, agreements, or statements in reaching Buyer’s decision to purchase the Shares and the Warrant.

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(d) No Distribution. Except as permitted under applicable securities laws, Buyer is acquiring the Shares and the Warrant for Buyer’s own account without a view to public distribution or resale, and Buyer has no contract, undertaking, agreement, or arrangement to transfer, sell, or otherwise dispose of any Shares, the Warrant or any interest therein to any other person.

Indemnification.

(a) Except as otherwise provided or contemplated herein, Buyer hereby indemnifies and holds Seller and its officers, directors and employees harmless from and against any losses, claims, damages, costs, liabilities, judgments, penalties or expenses of any kind whatsoever, including without limitation attorneys’ fees, directly or indirectly arising out of any breach or falsity of any covenant, representation, warranty, obligation or agreement of Buyer set forth in Sections 4 or 5 of this Agreement.

(b) Seller hereby indemnifies and holds Buyer harmless from and against any losses, claims, damages, costs, liabilities, judgments, penalties or expenses of any kind whatsoever, including without limitation attorneys’ fees, directly or indirectly arising out of (i) breach of Seller’s representation in Section 3(e)(vi) of this Agreement or (ii) Seller’s failure to timely remove the Legends.

Appointment of Proxy.

Seller hereby appoints Shawn Kreloff as proxy and attorney-in-fact, with full power of substitution, on behalf of and in the name of Seller, to represent Seller at the Annual Meeting of Stockholders of the Corporation, to be held at 3773 Howard Hughes Parkway, Suite 500 North, Las Vegas, Nevada 89169 on Monday, November 17, 2008 at 10:00 A.M., Pacific Time, and at any adjournment or adjournments thereof (the “Meeting”), hereby revoking any proxies heretofore given, and to vote, in his discretion, upon such matters as may come before the meeting. This proxy is an essential provision of this Agreement, shall be deemed coupled with an interest, and may not be revoked. In addition to the foregoing, Seller hereby agrees to vote the Shares as directed by Buyer and to execute promptly such other form of proxy with respect to the Shares as may be requested by Buyer.

8. Further Assurances; Waiver of Claims; Covenant not to Sue or Seek Indemnification.

(a) Seller and Buyer shall execute and deliver all such other instruments and take all such other actions as any party may reasonably request from time to time in order to effectuate the transactions provided for herein. The parties shall cooperate with each other and with their respective counsel and accountants in connection with any steps to be taken as a part of their respective obligations under this Agreement.

(b) Notwithstanding anything to the contrary herein (including Section 6 (a) hereof), Seller hereby (i) waives any and all claims (whether at law, in equity, for indemnification, on statutory grounds or otherwise) it has or could have with respect to, or failure to provide, the Information or Buyer’s breach or alleged breach of any federal or state securities laws or regulations (collectively, the “Laws and Regulations”) and (ii) covenants and agrees that it will not assert any claims (whether at law, in equity, for indemnification, on statutory grounds or otherwise) or commence litigation against Buyer with respect to, or failure to provide, the Information or Buyer’s breach or alleged breach of the Laws and Regulations; provided, however, that the foregoing shall not preclude the Seller from asserting claims against the Buyer, but only to the extent such claim arises directly out of the Buyer’s breach of Sections 4 or 5 of this Agreement.

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9. Assignment of Rights. To the extent assignable, Seller hereby assigns all its right, title and interest in and to an agreement (and all related rights and benefits with respect thereto) between the Corporation and Seller executed December 29, 2005 (the “Letter Agreement”). Buyer acknowledges that Seller has made no representation or warranty with respect to (i) Seller’s ability to assign the Letter Agreement (and all related rights and benefits with respect thereto) to Buyer, and (ii) the enforceability of the Letter Agreement against the Corporation and Buyer hereby covenants and agrees not to sue Seller with respect to such assignment or the Letter Agreement, except to the limited extent it is necessary for Buyer to include Seller in any such action so that it may enforce the Letter Agreement against the Corporation; provided that in no event shall Seller be liable to Buyer for any claim, suit or action with respect to the Letter Agreement and Buyer shall indemnify and hold Seller and its officers, directors and employees harmless from and against any losses, claims, damages, costs, liabilities, judgments, penalties or expenses of any kind whatsoever, including without limitation attorneys’ fees, directly or indirectly arising out of any claim, suit or action with respect to the assignment of the Letter Agreement (and all related rights and benefits with respect thereto) to Buyer, including without limitation, with respect to any claim, counterclaim, or third party claim brought by Buyer or resulting from Buyer’s inclusion of Seller in any action in (ii) above.

10. General.

(a) Binding Nature of Agreement; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns, except that no party may assign or transfer such party’s rights or obligations under this Agreement without the prior written consent of the other party hereto.

(b) Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. This Agreement may not be modified or amended other than by an agreement in writing.

(c) Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and inducement, shall be governed by and construed, interpreted, and enforced in accordance with the laws of the state of Delaware, notwithstanding any Delaware or other conflict-of-law provisions to the contrary.

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(d) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(e) Indulgences Not Waivers. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(f) Costs and Expenses. Each party hereto shall bear such party’s own costs, including legal and accounting fees, incurred in connection with the negotiation and preparation of this Agreement and all matters incident thereto.

(g) Titles Not to Affect Interpretation. The titles of paragraphs and subparagraphs contained in this Agreement are for convenience of reference only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

(h) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

(i) Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

(j) Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, or holiday.

(k) Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements, in addition to any other relief to which the party may be entitled.

(l) No Rescission Rights. Neither party may terminate or rescind this Agreement. In the event of any claim, action, lawsuit or the like by either party, such party shall be limited to a remedy at law for damages, if any, and shall not have the right to terminate this Agreement or to obtain any other equitable relief, other than specific performance of this Agreement or the provisions hereof.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Buyer:

/s/ Shawn Kreloff

Shawn Kreloff

Seller:

SHUFFLE MASTER, INC.

By: /s/ Mark Yoseloff

Mark Yoseloff

Chief Executive Officer

Chairman of the Board

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