Handheld Entertainment, Inc. Sample Contracts

WITNESSETH:
Agreement and Plan of Merger • February 8th, 2006 • Vika Corp. • Communications services, nec • Delaware
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BY & BETWEEN
Asset Purchase Agreement • December 19th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California
RECITALS:
Employment Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • California
Exhibit 10.3 HANDHELD ENTERTAINMENT, INC. REGISTRATION RIGHTS AGREEMENT FEBRUARY 10, 2006 Table of Contents -----------------
Registration Rights Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 5th, 2007 • Zvue Corp • Wholesale-electrical appliances, tv & radio sets • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2007, by and among HANDHELD ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

3,500,000 Shares Handheld Entertainment, Inc. Common Stock, Par Value $0.0001 Per Share Underwriting Agreement
Underwriting Agreement • June 26th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • Florida
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 5th, 2007 • Zvue Corp • Wholesale-electrical appliances, tv & radio sets • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2007, by and among HANDHELD ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • November 5th, 2007 • Zvue Corp • Wholesale-electrical appliances, tv & radio sets • New York

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of October 31, 2007, by and between HANDHELD ENTERTAINMENT, INC., a Delaware corporation with its principal place of business located at 539 Bryant Street, Suite 403, San Francisco, CA 94107 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated August 2, 2007 between the Company and the Secured Party.

Exhibit 10.7 AGREEMENT
7 Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec
Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Handheld Entertainment, Inc. • February 13th, 2006 • Communications services, nec • New York
PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • February 24th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • Florida
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE
Handheld Entertainment, Inc. • July 3rd, 2007 • Wholesale-electrical appliances, tv & radio sets

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE _________ SHARES OF THE COMMON STOCK OF Handheld Entertainment, Inc.
Handheld Entertainment, Inc. • March 22nd, 2007 • Wholesale-electrical appliances, tv & radio sets • California

This certifies that _______________ or its assigns (each individually, the “Holder”) for value received, shall be entitled to purchase from Handheld Entertainment, Inc., a Delaware corporation (the “Company”), having its principal place of business at 539 Bryant Street, Suite 403, San Francisco, CA 94107, a maximum of ___________ (_________) fully paid and nonassessable shares of the Company’s Common Stock (“Common Stock”) for cash at a price equal to $_______ per share (the “Exercise Price”) at any time, or from time to time, up to and including 5:00 p.m. (local time) on _______________, 20___ (the “Expiration Date”), upon the surrender to the Company at its principal place of business (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed, a Form of Subscription in substantially the form attached hereto duly filled in and signed and, if applicable, upon payment in cash or by check of the aggregate Exercise Price for the number of

Exhibit 10.10 LOCK-UP AGREEMENT The undersigned is the beneficial owner of shares of common stock, $0.0001 par value per share (the "Common Stock"), securities substantially similar to the Common Stock ("Other Securities"), or securities convertible...
Lock-Up Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec

The undersigned is the beneficial owner of shares of common stock, $0.0001 par value per share (the "Common Stock"), securities substantially similar to the Common Stock ("Other Securities"), or securities convertible into or exercisable or exchangeable for the Common Stock or Other Securities ("Convertible Securities"), of Handheld Entertainment, Inc., a California corporation (the "Company"). Such securities owned by the undersigned are subject to this Agreement. The undersigned understands that the Company intends to enter into a reverse-merger transaction with a publicly-traded company, concurrently with a private placement of up to $5,000,000 worth of Units, with each Unit consisting of 25,000 shares of Common Stock (the "Funding Transactions"), as may be revised by the Company without effect on the terms of this Agreement or obligations of the undersigned hereunder.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 22nd, 2008 • Zvue Corp • Services-business services, nec • New York

This AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT (this “Amendment No. 1”) is made and entered into as of July 20, 2008 by and between eBaum’s World, Inc. (formerly EBW Acquisition, Inc.), a Delaware corporation (the “Company”), and Eric Bauman (“Employee”).

WARRANT AGREEMENT
Warrant Agreement • May 1st, 2007 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • New York

This Warrant Agreement (the “Agreement”) made as of April 16, 2007, between Handheld Entertainment, Inc., a Delaware corporation, with offices at 539 Bryant Street, Suite 403, San Francisco, California 94107 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, NY 10038 (“Warrant Agent”).

WARRANT AGREEMENT
Warrant Agreement • May 1st, 2007 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • New York

This Warrant Agreement (the “Agreement”) made as of April 16, 2007, between Handheld Entertainment, Inc., a Delaware corporation, with offices at 539 Bryant Street, Suite 403, San Francisco, California 94107 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, NY 10038 (“Warrant Agent”).

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INDEPENDENT CONTRACTOR SERVICES AGREEMENT
Independent Contractor Services Agreement • April 9th, 2007 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California

This Agreement is made and entered into as of February 5, 2007 (the “Effective Date”), by and between HandHeld Entertainment, Inc. (the “Company”), having a principal place of business at 539 Bryant Street, suite 403, San Francisco, California 94107 and Gordon Page, an individual having a principal place of business at 73 Lancaster Avenue, Guildford, Surrey, United Kingdom (“Contractor”).

WARRANT AGREEMENT By and Among HANDHELD ENTERTAINMENT, INC., NEWBRIDGE SECURITIES, CORP. and PALI CAPITAL, INC. Dated as of , 2006
Warrant Agreement • June 26th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • Florida

WARRANT AGREEMENT, dated as of , 2006, by and between HANDHELD ENTERTAINMENT, INC., a Delaware corporation (the ‘‘Company’’), NEWBRIDGE SECURITIES, CORP. and PALI CAPITAL, INC. (the ‘‘Underwriters’’).

RECITALS:
Indemnification Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California

This EMPLOYMENT AGREEMENT (the ‘‘Agreement’’) is dated as of June 26, 2006 (the ‘‘Effective Date’’) between Handheld Entertainment, Inc., a Delaware corporation (the ‘‘Company’’) and William J. Bush (the ‘‘Executive’’).

RECITALS
Independent Consulting Agreement • April 11th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California

This REGISTRATION RIGHTS AGREEMENT (this ‘‘Agreement’’), is entered as of December 1, 2006, by and between HandHeld Entertainment, Inc., a Delaware corporation (the ‘‘Company’’), and Aperio Technologies, Inc. (the ‘‘Seller’’).

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE
Handheld Entertainment, Inc. • January 18th, 2007 • Wholesale-electrical appliances, tv & radio sets

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

ESCROW AGREEMENT
Escrow Agreement • April 9th, 2007 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California

This ESCROW AGREEMENT (the “Agreement”), dated as of December 1, 2006 (the “Effective Date”), is made by and among Aperio Technologies, Inc., a Florida corporation (“Aperio”), Handheld Entertainment, Inc., a Delaware corporation (“Handheld”) and Niesar Curls Bartling & Whyte, LLP, a California limited liability partnership, as escrow agent (the “Escrow Agent”).

ASSET PURCHASE AGREEMENT dated as of August 1, 2007 by and among HANDHELD ENTERTAINMENT, INC., EBW ACQUISITION, INC. and EBAUM’S WORLD, INC.
Asset Purchase Agreement • November 5th, 2007 • Zvue Corp • Wholesale-electrical appliances, tv & radio sets • New York

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2007, by and among Handheld Entertainment, Inc., a Delaware corporation (“Parent”), EBW Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and eBaum’s World, Inc., a New York corporation (“Seller”).

HANDHELD ENTERTAINMENT, INC. STOCK ISSUANCE AGREEMENT
Stock Issuance Agreement • March 22nd, 2007 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California

This Stock Issuance Agreement is made and entered into as of the ___ day of ____, 200__, by and between HandHeld Entertainment, Inc., a Delaware corporation (the “Company”) and _________, an individual (the “Purchaser”).

SECONDARY SUBORDINATION AGREEMENT
Secondary Subordination Agreement • November 5th, 2007 • Zvue Corp • Wholesale-electrical appliances, tv & radio sets • New York

SECONDARY SUBORDINATION AGREEMENT (this “Agreement”) dated as of October 31, 2007 among (a) YA Global Investments, L.P., a Cayman Islands exempt limited partnership, (“YA Global”), (b) eBaum’s World, Inc., a New York corporation (“EBW” and, together with YA Global, the “Senior Creditors”), (c) the holders of Junior Debentures (as defined below) named on Schedule I hereto (collectively, the “Junior Creditors”), and (d) Handheld Entertainment, Inc., a Delaware corporation (the “Company”).

Handheld Entertainment, Inc. CONTRACT FOR CONSULTING SERVICES
Handheld Entertainment, Inc. • June 7th, 2006 • Wholesale-electrical appliances, tv & radio sets • California
CONSULTANT AGREEMENT
Consultant Agreement • April 24th, 2007 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California

This Consultant Agreement (the “Agreement”) is made and entered into as of April 20, 2007 (the “Effective Date”), by and between Handheld Entertainment, Inc., a Delaware corporation (the “Company”), and Kieran O’Neill, an individual having an address at 5 Braeside Close, Winchester, Hampshire, United Kingdom SO22 4JL (“Consultant”).

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