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”).
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.
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”).
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”).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2007 • Zvue Corp • Wholesale-electrical appliances, tv & radio sets • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 31, 2007 by and between HANDHELD ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and EBAUM’S WORLD, INC., a New York corporation (the “Investor”).
ADDITIONAL SECURITIES PURCHASE AGREEMENTAdditional Securities Purchase Agreement • November 5th, 2007 • Zvue Corp • Wholesale-electrical appliances, tv & radio sets • New York
THIS ADDITIONAL SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 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”).
SUBORDINATION AGREEMENTSubordination Agreement • November 5th, 2007 • Zvue Corp • Wholesale-electrical appliances, tv & radio sets • New York
SUBORDINATION AGREEMENT (this “Agreement”) dated as of October 31st, 2007 among (a) YA Global Investments, L.P., a Cayman Islands exempt limited partnership, (“YA Global,” or “Senior Creditor”), (b) eBaum’s World, Inc., a New York corporation (“EBW”), and (c) Handheld Entertainment, Inc., a Delaware corporation (the “Company”).
