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.
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 18th, 2007 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Handheld Entertainment, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to approximately $3,800,000 of units (“Units”), but in no event less than $3,500,000. Each Unit shall consist of (i) 100 shares of its common stock, par value $0.0001 per share (the “Shares”), (ii) a warrant to purchase 75 shares of common stock at $3.50 per share, and (iii) a callable warrant to purchase 75 shares of common stock at $4.00 per share (together with the warrants referenced in clause (ii) above, the “Warrants”). For purposes of this Agreement, the term “Securities” shall refer to the Units, the Shares, the Warrants, and the shares of common stock underlying the Warrants (the “Warrant Shares”). The warrants referenced in clause (iii) above may not be
