Re: Warrants to purchase shares of JAG Media Holdings, Inc. ("JAG Media") held by YA Global Investments, L.P. ("YA Global").

Purchase and Sale Agreement

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JAG MEDIA HOLDINGS INC

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Title: Re: Warrants to purchase shares of JAG Media Holdings, Inc. ("JAG Media") held by YA Global Investments, L.P. ("YA Global").
Date: 6/4/2009
Industry: Computer Services Sector: Technology

JAG Media Holdings, Inc.

6865 S.W. 18 ^th Street, Suite B13

Boca Raton, FL 33433

May 29, 2009

YA Global Investments, L.P.

101 Hudson Street, Suite 3700

Jersey City, NJ 07302

Re:

Warrants to purchase shares of JAG Media Holdings, Inc. (“JAG Media”) held by YA Global Investments, L.P. (“YA Global”).

Gentlemen:

This letter shall set forth our understanding with respect to the warrant (the " Warrant ") issued on May 24, 2006 held by YA Global (Warrant No. CCP-5) to purchase 3,000,000 shares of JAG Media's common stock at an exercise price of $0.40 per share. The warrant is currently exercisable by YA Global on a cashless basis. For good and valuable consideration, YA Global and JAG Media agree as follows: (a) the exercise price of 2,000,000 shares underlying the warrant shall be reduced to $0.10 per share, (b) YA Glob

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