Migo Software, Inc. Sample Contracts

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 6th, 2004 • Powerhouse Technologies Group Inc • Services-prepackaged software • Delaware
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RECITALS
Stock Subscription Agreement • February 14th, 2001 • Agate Technologies Inc De • California
RECITALS
Common Stock and Warrant Purchase Agreement • September 19th, 2006 • Migo Software, Inc. • Services-prepackaged software • Delaware
EXHIBIT 10.20
Employment Agreement • July 14th, 2000 • Agate Technologies Inc De • California
VISERV, INC.
Restricted Stock Purchase Agreement • November 14th, 2000 • Agate Technologies Inc De • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2007 • Migo Software, Inc. • Services-prepackaged software • Delaware

This Registration Rights Agreement (“Agreement”) is entered into as of May ___, 2007, between Migo Software, Inc., a Delaware corporation with offices at 555 Twin Dolphin Drive, Suite 650, Redwood City, California, 94065 (the “Company”), and the persons whose names and addresses are set forth on the signature page hereof (the “Holders”).

AGREEMENT
Agreement • December 14th, 2005 • Powerhouse Technologies Group Inc • Services-prepackaged software • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 21st, 2006 • Powerhouse Technologies Group Inc • Services-prepackaged software • Delaware

This Registration Rights Agreement (“Agreement”) is entered into as of March 10, 2006, between PowerHouse Technologies Group, Inc., a Delaware corporation with offices at 555 Twin Dolphin Drive, Suite 650, Redwood City, California, 94065 (the “Company”), and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2006 • Powerhouse Technologies Group Inc • Services-prepackaged software • California

This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 9th day January 2006, by and among PowerHouse Technologies Group, Inc., a Delaware corporation (the "Company") and Richard Liebman (the "Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • January 3rd, 2007 • Migo Software, Inc. • Services-prepackaged software • California

This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 27th day December, 2006, by and among Migo Software, Inc., a Delaware corporation (the "Company") and Michael Hummell (the "Executive").

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 21st, 2006 • Powerhouse Technologies Group Inc • Services-prepackaged software • New York

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is made as of , 2006, by and among PowerHouse Technologies Group, Inc. d/b/a Migo Software (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 555 Twin Dolphin Drive, Redwood City, California, and the purchasers whose names and addresses are set forth on the signature page hereof (the “Purchasers”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • January 3rd, 2007 • Migo Software, Inc. • Services-prepackaged software • California

This Stock Pledge Agreement ("Agreement") is entered into as of the 27th day of December, 2006, by and between STOMPSOFT, INC., a California corporation (“Pledgor”) and MIGO SOFTWARE, INC., a Delaware corporation (the “Company”).

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 21st, 2006 • Powerhouse Technologies Group Inc • Services-prepackaged software • New York

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is made as of March 17, 2006, by and among PowerHouse Technologies Group, Inc. d/b/a Migo Software (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 555 Twin Dolphin Drive, Redwood City, California, and the purchasers whose names and addresses are set forth on the signature page hereof (the “Purchasers”).

EXHIBIT 10.2 Series A Senior Units Purchase Agreement by and between PowerHouse Technologies Group, Inc.
Series a Senior Units Purchase Agreement • August 13th, 2004 • Powerhouse Technologies Group Inc • Services-prepackaged software • New York
CHANGE IN TERMS AGREEMENT
Terms Agreement • August 14th, 2000 • Agate Technologies Inc De • California
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COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 21st, 2006 • Powerhouse Technologies Group Inc • Services-prepackaged software • New York

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is made as of March 10, 2006 (this “Agreement”), by and among PowerHouse Technologies Group, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 555 Twin Dolphin Drive, Redwood City, California, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 3rd, 2007 • Migo Software, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT is made as of the 27th day of December, 2006, by and between MIGO SOFTWARE, INC., a Delaware corporation (the “Buyer”) and STOMPSOFT, INC., a California corporation (the “Seller”).

AGREEMENT
Agreement • December 14th, 2005 • Powerhouse Technologies Group Inc • Services-prepackaged software • California
COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • December 28th, 2005 • Powerhouse Technologies Group Inc • Services-prepackaged software • New York

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is made as of December 23, 2005, by and among PowerHouse Technologies Group, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 555 Twin Dolphin Drive, Redwood City, California, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 14th, 2007 • Migo Software, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT is made as of the 23rd day of May, 2007, by and between MIGO SOFTWARE, INC., a Delaware corporation (the “Buyer”), MACROPORT, INC., a California corporation (“MP”), MIGO ACQUISITION, INC., a California corporation (“Merger Sub”) and those shareholders of MP indicated on Schedule 1 hereto (collectively, the “Shareholders’ or individually a “Shareholder”).

DEVELOPMENT AGREEMENT
Development Agreement • August 30th, 2006 • Migo Software, Inc. • Services-prepackaged software • California

This Development Agreement (“Agreement”), dated as of March 30, 2005 (the “Agreement Date”), is between M-Systems Flash Disk Pioneers Ltd., an Israeli company having its principal place of business at Central Park 2000, 7 Atir Yeda St., Kfar Saba, 44425, Israel (“M-Systems”), and PowerHouse Technologies Group, Inc., a Delaware corporation having its principal place of business at 2694 Bishop Drive, Suite 270, San Ramon CA 94583 (“PowerHouse”). M-Systems and PowerHouse may be referred to individually as a “Party” or collectively as “Parties”.

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