WITNESSETH:Agreement and Plan of Merger • February 8th, 2006 • Vika Corp. • Communications services, nec • Delaware
BY & BETWEENAsset 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 10.2 SUBSCRIPTION AGREEMENT ---------------------- SUBSCRIPTION AGREEMENT made as of this 24th day of January, 2006, between Handheld Entertainment, Inc., a Delaware corporation, with offices at 539 Bryant Street, Suite 403, San Francisco, CA...Subscription Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • New York
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
Units HANDHELD ENTERTAINMENT, INC. UNDERWRITING AGREEMENT August __, 2006 NEWBRIDGE SECURITIES CORPORATION PALI CAPITAL, INC. As Representatives of the several Underwriters 1451 West Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies...Underwriting Agreement • August 7th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • Delaware
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), is entered as of December 15, 2006, by and between HandHeld Entertainment, Inc., a Delaware corporation (the "COMPANY"), and Scott John Paul Worsnop (the "SELLER")....Registration Rights Agreement • December 19th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California
WARRANT AGREEMENT This Warrant Agreement (the "Agreement") made as of August __, 2006 between Handheld Entertainment, Inc., a Delaware corporation, with offices at 539 Bryant Street, Suite 403, San Francisco, California 94107 ("Company"), and American...Warrant Agreement • August 7th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • New York
SECURITIES PURCHASE AGREEMENTSecurities 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”).
Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONHandheld Entertainment, Inc. • February 13th, 2006 • Communications services, nec • New York
3,500,000 Shares Handheld Entertainment, Inc. Common Stock, Par Value $0.0001 Per Share Underwriting AgreementUnderwriting Agreement • June 26th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • Florida
REGISTRATION RIGHTS AGREEMENTRegistration 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 AGREEMENTSecurity 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 AGREEMENT7 Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec
Exhibit 10.4 AMENDED & RESTATED SECURITY AGREEMENT AMENDED & RESTATED SECURITY AGREEMENT, dated as of July 31, 2005 is made by and between Eastech Electronics (Taiwan), Inc., a Taiwanese corporation (hereinafter referred to as "Creditor"), and...Security Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • California
PLACEMENT AGENT AGREEMENTPlacement 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 DATEHandheld 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 AGREEMENTEmployment 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 AGREEMENTWarrant 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 AGREEMENTWarrant 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”).
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent 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 , 2006Warrant 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 AGREEMENTEmployment 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’’).
RECITALSIndependent Consulting Agreement • April 11th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California
REGISTRATION RIGHTS AGREEMENTRegistration 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 DATEHandheld 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 AGREEMENTEscrow 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 AGREEMENTStock 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 AGREEMENTSecondary 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 SERVICESHandheld Entertainment, Inc. • June 7th, 2006 • Wholesale-electrical appliances, tv & radio sets • California
CONSULTANT AGREEMENTConsultant 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”).
