HANDHELD ENTERTAINMENT, INC. STOCK ISSUANCE AGREEMENT
Exhibit
4.9
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”).
Whereas,
Purchaser has been given access to all information requested by Purchaser
relevant to the business, financial condition and prospects of the Company;
and
Whereas,
Purchaser is an employee or contractor of the Company and desires to purchase
shares of its Common Stock ($0.0001 par value); and
Whereas,
the Company desires to encourage the ownership of the Company by its valuable
employees and contractors;
NOW
THEREFORE, in consideration of the mutual agreements and representations
contained herein, the parties hereto agree as follows:
1.
Purchase
and Sale of Shares.
Purchaser hereby purchases an aggregate of __________ shares of the Common
Stock
($0.0001 par value) of the Company (the “Shares”), for a per share consideration
of _____ to be paid to the Company in the form of past services rendered to
the
Company. The Company hereby sells the Shares to Purchaser.
2.
Payment
of Consideration and Delivery of the Shares.
The
Company hereby acknowledges receipt of Purchaser’s consideration for the Shares.
The Company shall instruct its transfer agent to prepare the appropriate stock
certificate which will be duly executed by the Company officers and delivered
to
Purchaser.
3.
Company
Representations.
The
Company represents to Purchaser that the business and financial information
provided to Purchaser in connection with Purchaser’s proposed purchase of the
Shares is in all material respects accurate except as to matters wherein the
information has been superseded by developments in the ordinary course of the
business of the Company. Further, the Company represents that the Shares, when
issued, will be fully paid, non-assessable shares of Common Stock (without
par
value) of the Company, duly outstanding and free and clear of all liens and
encumbrances other than any such that may arise out of the personal affairs
of
Purchaser.
4.
Purchaser
Representations.
Purchaser represents to the Company as follows:
a)
Purchaser is purchasing the Shares for Purchaser’s own account and not with a
view to or in connection with the resale or distribution
thereof.
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b)
Purchaser understands that the certificate representing the Shares will bear
a
restrictive legend, to wit:
“The
securities represented by this certificate have not been registered under the
Federal Securities Act of 1933, as amended (the Act”) or qualified under the
California Corporate Securities Law of 1968, as amended (the “Law”) or any other
state securities law. The securities have been acquired for investment and
neither said securities nor any interest therein may be transferred, sold or
offered for sale unless (1) there is an effective registration statement for
the
securities under the Act and qualification under the Law and any other
applicable state securities law, (2) such transfer is made in compliance with
Rule 144 under the Act and pursuant to qualification under the Law and any
other
applicable state securities law or exemption therefrom, or (3) there is an
opinion of counsel satisfactory to the Corporation that such registration and
qualification are not required as to said transfer, sale or offer.”
c)
Purchaser has been given access to all such business and financial information
concerning the Company which Purchaser has requested in connection with
Purchaser’s evaluation of the risks and merits of an investment in the Company.
In addition, Purchaser has had access to the officers and other personnel of
the
Company and has had sufficient opportunity to ask and receive answers to all
questions concerning the Company Purchaser has deemed important to such
investment decision.
d)
Purchaser understands that the Company is a development stage Company subject
to
numerous risks including, without limitation, the risk that it will not be
able
to raise sufficient additional equity capital to reach the point where it will
be able to meet all of its normal recurring expenses out of revenues generated
from operations.
e)
Purchaser is experienced in the management of Purchaser’s own financial affairs
and investments and has not relied upon the advice of any other person in
reaching the decision to invest in the Company.
f)
Purchaser is an “Accredited Investor”, as that term is defined in Rule 501(a)
promulgated by the Securities and Exchange Commission under the
Act.
g)
Purchaser understands that the information given to the Company by Purchaser,
including the representations made herein, is of material importance to the
Company and its other shareholders in connection with the Company’s compliance
with applicable Federal and State securities laws. Purchaser represents that
all
such information is accurate in all material respects.
5.
Miscellaneous.
a)
This
Agreement is being entered into in the State of California and shall be governed
by the laws of that State.
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b)
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which taken together shall constitute but one
document.
IN
WITNESS WHEREOF, Purchaser has duly executed this Agreement, and the Company
has
caused this Agreement to be executed by its duly authorized officer as of the
day and year first above written.
HANDHELD ENTERTAINMENT, INC. | PURCHASER: | |||
By: |
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By: |
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(sign)
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(sign)
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Name: |
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Name: |
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(print)
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(print)
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Address: |
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Address: |
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