REGISTRATION RIGHTS AGREEMENT
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”).
RECITALS
A. Pursuant
to that certain Asset Purchase Agreement, dated as of August 1, 2007, by and
among the Company, EBW Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company (“Purchaser”),
and
the Investor (the “Asset
Purchase Agreement”),
the
Investor may receive shares of Common Stock, par value $.001 per share, of
the
Company (“Company
Common Stock”),
in
accordance with the terms and conditions of the Asset Purchase
Agreement.
B. The
execution and delivery of this Agreement by the parties hereto is a condition
precedent to the consummation of the transactions contemplated by the Asset
Purchase Agreement.
AGREEMENTS
Section
1. Certain
Definitions. In
this
Agreement, the following terms shall have the following respective
meanings:
“Affiliate”
shall
mean, when used with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with (within the meaning of Section
15
of the Securities Act) the Person specified.
“Commission”
shall
mean the Securities and Exchange Commission or any other federal agency at
the
time administering the Securities Act.
“Exchange
Act”
shall
mean the Securities Exchange Act of 1934, as amended (or any successor statute),
and the rules and regulations of the Commission thereunder from time to time,
all as the same shall be in effect at the relevant time.
“Earnout
Shares”
shall
mean the shares of Company Common Stock issuable to the Investor pursuant to
Section 1.09 of the Asset Purchase Agreement.
“First
Year Par B Shares”
shall
mean the Par B Shares issuable in the first eleven installments pursuant to
Section 1.08(d) of the Asset Purchase Agreement.
“Holder”
shall
mean, respectively, the Investor and any transferee or assignee of rights to
cause the Company to register Registrable Shares pursuant to Section 2
below who holds such rights pursuant to an assignment in accordance with
Section 3 of this Agreement (a “Permitted
Investor Transferee”),
and
“Holders”
shall
mean, collectively, the Investor and all Permitted Investor
Transferees.
“Indemnified
Party”
shall
have the meaning ascribed to it in Section 8(c) of this Agreement.
“Indemnifying
Party”
shall
have the meaning ascribed to it in Section 8(c) of this Agreement.
“Par
B Shares”
shall
have the meaning ascribed to it in the Asset Purchase Agreement.
“Person”
shall
mean an individual, corporation, partnership, limited liability company, estate,
trust, association, private foundation, joint stock company or other
entity.
The
terms
“Register,”
“Registered”
and
“Registration”
refer
to a registration effected by preparing and filing a registration statement
in
compliance with the Securities Act providing for the sale by the Holders of
Registrable Shares in accordance with the method or methods of distribution
designated by the Holders, and the declaration or ordering of the effectiveness
of such registration statement by the Commission.
“Registrable
Shares”
shall
mean the Par B Shares, the Earnout Shares or other securities of the Company
issued in respect of such shares as a dividend or other distribution unless
such
issuance is pursuant to an effective registration statement; provided, however,
that any such shares of Company Common Stock shall cease to be Registrable
Shares when (i) a registration statement with respect to the sale of Registrable
Shares shall have become effective under the Securities Act and such Registrable
Shares shall have been disposed of in accordance with such registration
statement; (ii) such Registrable Shares shall have been sold in accordance
with
Rule 144; (iii) such Registrable Shares shall have been otherwise transferred
and new certificates not subject to transfer restrictions under the Securities
Act and not bearing any legend restricting further transfer shall have been
delivered by the Company, and no other applicable and legally binding
restriction on transfer under the Securities Act shall exist; or (iv) the
holding period and volume restrictions specified in Rule 144 under the
Securities Act shall have been satisfied.
“Registration
Expenses”
shall
mean all out-of-pocket expenses (excluding Selling Expenses) incurred by the
Company in complying with Section 2 hereof, including, without limitation,
the
following: (i) all registration, filing and listing fees; (ii) fees and expenses
of compliance with federal and state securities laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with
state securities qualifications of the Registrable Shares under the laws of
such
jurisdictions as the Holders may reasonably designate); (iii) printing
(including, without limitation, expenses of printing or engraving certificates
for the Registrable Shares in a form eligible for deposit with The Depository
Trust Company and otherwise meeting the requirements of any securities exchange
on which they are listed and of printing registration statements and
prospectuses), messenger, telephone, shipping and delivery expenses; (iv) fees
and disbursements of counsel for the Company; (v) fees and disbursements of
all
independent public accountants of the Company (including without limitation
the
expenses of any annual or special audit and “comfort” letters required by a
managing underwriter); (vi) Securities Act liability insurance if the Company
so
desires; (vii) fees and expenses of other Persons reasonably necessary in
connection with the registration, including any experts, retained by the
Company; (viii) fees and expenses incurred in connection with the listing of
the
Registrable Shares on each securities exchange on which Company Common Stock
is
then listed; and (ix) fees and expenses associated with any filing with the
National Association of Securities Dealers, Inc. required to be made in
connection with the registration statement.
“Rule
144”
shall
mean Rule 144 (or any successor or similar provision) promulgated by the
Commission under the Securities Act, as in effect from time to
time.
“Second
Year Par B Shares”
shall
mean the Par B Shares issuable in the last twelve installments pursuant to
Section 1.08(d) of the Asset Purchase Agreement.
“Securities
Act”
shall
mean the Securities Act of 1933, as amended (or any successor statute), and
the
rules and regulations of the Commission thereunder from time to time, all as
the
same shall be in effect at the relevant time.
“Selling
Expenses”
shall
mean all underwriting discounts, selling commissions and stock transfer taxes
applicable to any sale of Registrable Shares and any other costs or expenses
incurred by the Holders in connection with any sale of Registrable
Shares.
Section
2. Registration.
(a)
The
Company shall cause to be prepared and filed with the Commission, (i) within
sixty (60) days following the date upon which the Company is required to deliver
any Earnout Shares to the Holders in accordance with the terms of the Asset
Purchase Agreement, a registration statement or, in the Company’s discretion, a
supplement or amendment to a previously filed registration statement, for the
purpose of effecting a Registration of the sale of such Earnout Shares by the
Holders thereof, (ii) within sixty (60) days following the date upon which
the
Company is required to deliver any of the First Year Par B Shares to the Holders
in accordance with the terms of the Asset Purchase Agreement, a registration
statement or, in the Company’s discretion, a supplement or amendment to a
previously filed registration statement, for the purpose of effecting a
Registration of the sale of such First Year Par B Shares by the Holders thereof
and (iii) prior to the date upon which the Company is required to deliver any
of
the Second Year Par B Shares to the Holders in accordance with the terms of
the
Asset Purchase Agreement, a registration statement or, in the Company’s
discretion, a supplement or amendment to a previously filed registration
statement, for the purpose of effecting a Registration of the sale of such
Second Year Par B Shares by the Holders thereof. The Company shall use its
reasonable best efforts to cause such Registrations to become effective as
soon
as practicable and to keep such Registrations continuously effective until
the
date on which all applicable Registrable Shares have been sold pursuant to
such
registration statements.
(b) Notwithstanding
the foregoing, during any period when a registration statement is effective
with
respect to the Registrable Shares, the Company shall have the right to cause
the
Holders to suspend sales under such registration statement one (1) time for
up
to 60 days in any 365 day period by notifying the Holders in writing that the
board of directors of the Company has determined that the continuation of such
sales would be “Detrimental,” as defined below, to the Company and its
stockholders. Each such written notice shall specify the basis for the
suspension and shall include a copy of the resolution setting forth the relevant
determination of the Company’s board of directors. “Detrimental”
to
the
Company and its stockholders means that
the
board of directors of the Company determines in good faith that continued sales
by the Holders under the registration statement would (A) (1) interfere with
or
have a material adverse effect on the negotiation or completion of, or (2)
require, prior to the signing of a definitive agreement, the Company publicly
to
disclose, in each case, any extraordinary transaction that is being contemplated
by the Company, or (B) would have a material adverse effect on the Company.
Upon
the Holders’ receipt of any such written notice from the Company, the Holders
shall immediately suspend all sales of Registrable Shares under such
registration statement and shall not recommence such sales until the earlier
of
(i) the date upon which Company notifies the Holders in writing that the
Holders are permitted to do so, or (ii) sixty (60) days following the
date upon which the Holders received the written notice of
suspension.
(c) The
Company shall promptly notify the Holders of the occurrence of the following
events:
(i) when
any
registration statement relating to Registrable Shares or post-effective
amendment thereto filed with the Commission has become effective;
(ii) the
issuance by the Commission of any stop order suspending the effectiveness of
any
registration statement relating to the Registrable Shares;
(iii) The
Company’s receipt of any notification of the suspension of the qualification of
any Registrable Shares covered by a registration statement for sale in any
jurisdiction; and
(iv) the
existence of any event, fact or circumstance during the distribution of
securities that results in a registration statement or prospectus relating
to
Registrable Shares or any document incorporated therein by reference containing
an untrue statement of material fact or omitting to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.
(d) The
Holders shall immediately cease selling Registrable Shares upon their receipt
of
a notice described in clauses (ii) or (iv) above and shall immediately cease
selling Registrable Shares in the relevant jurisdiction upon receipt of a notice
described in clause (iii) above. The Holders shall not resume such sales of
Registrable Shares until receiving notice from the Company that such sales
may
resume. The Company agrees to use its reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of any such registration
statement or any state qualification as soon as practicable.
(e)
The
Company shall provide to the Holders, at no cost to the Holders, a copy of
the
registration statement and any amendment thereto used to effect the Registration
of the Registrable Shares, each prospectus contained in such registration
statement or post-effective amendment, and any amendment or supplement thereto
and such other documents as the requesting Holders may reasonably request in
order to facilitate the disposition of the Registrable Shares covered by such
registration statement. The Company consents to the use of each such prospectus
and any supplement thereto by the Holders in connection with the offering and
sale of the Registrable Shares covered by such registration statement or any
amendment thereto.
(f)
The
Company agrees to use its reasonable efforts to cause the Registrable Shares
covered by a registration statement to be registered with or approved by such
state securities authorities as may be necessary to enable the Holders to
consummate the disposition of such shares pursuant to the plan of distribution
set forth in the registration statement.
(g)
If
any
event, fact or circumstance requiring an amendment to a registration statement
relating to the Registrable Shares or supplement to a prospectus relating to
the
Registrable Shares shall exist, promptly upon becoming aware thereof the Company
agrees to notify the Holders and prepare and furnish to the Holders a
post-effective amendment to the registration statement or supplement to the
prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Shares, the prospectus will not contain an untrue statement of
a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
(h)
The
Company agrees to use its reasonable best efforts (including the payment of
any
listing fees) to obtain the listing of all Registrable Shares covered by the
registration statement on each national securities exchange on which securities
of the same series are then listed.
(i)
The
Company will comply with the Securities Act and the Exchange Act in connection
with the offer and sale of Registrable Shares pursuant to a registration
statement, and, as soon as reasonably practicable following the end of any
fiscal year during which a registration statement effecting a Registration
of
the Registrable Shares shall have been effective, make available to its security
holders an earnings statement satisfying the provisions of Section 11(a) of
the
Securities Act.
Section
3. Assignment
of Registration Rights.
The
rights to cause the Company to register Registrable Shares pursuant to Section
2
may be assigned (but only with all related obligations) by any Holder to any
transferee or assignee of Registrable Shares, if and only if:
(a) the
Company is, prior to or concurrently with such transfer, furnished with written
notice of the name and address of such transferee or assignee and the securities
with respect to which such registration rights are being assigned;
and
(b) such
transferee or assignee agrees in writing to be bound by and subject to the
terms
and conditions of this Agreement.
Section
4. Default.
In
the
event that the Company fails, refuses or is unable to (a) file a Registration
Statement within the time frames set forth in Section 2(a) above with respect
to
the Registrable Shares, or (b) effect a Registration of all Registrable
Shares within one hundred eighty (180) days following the date upon which the
Company is required to deliver such Registrable Shares to the Holders, then
from
and after the one hundred eightieth (180th) day
following the date upon which the Company is required to deliver such
Registrable Shares to the Holders, and for so long as such Registrable Shares
remain unregistered, or in the event that any previously Registered Registrable
Shares thereafter become unregistered, the amount of the “Protected Payments,”
as that term is defined in Section 1.10 of the Asset Purchase Agreement,
represented by such Registrable Shares, shall bear interest at the rate of
1.5%
per month (up to a maximum of 9 months) or, if lesser, the maximum amount
permitted by law. Any such interest shall be paid upon demand from the Holders
either in cash or in additional Registrable Shares at the sole discretion of
the
Holders. In the event that (i) such Registrable Shares remain unregistered
as of
the three hundred sixty-fifth (365th) day following the date upon which the
Company is required to deliver such Registrable Shares to the Holders, (ii)
any
previously Registered Registrable Shares become unregistered and remain
unregistered for ninety (90) or more consecutive days, (iii) a bankruptcy
petition is filed by or against the Company and is not terminated or withdrawn
within thirty (30) days, the Company makes a general assignment for the benefit
of creditors, a receiver or similar official is appointed for a substantial
portion of any business or other property of the Company, or the Company is
liquidated or dissolved, or (iv) the Company Common Stock is delisted from
the
NASDAQ Stock Market and not listed on a recognized national stock exchange,
similar trading market or over-the-counter market, then
upon
written notice to the Company, the Holders may, in their sole discretion,
require the Company to purchase from the Holders all of the unregistered
Registrable Shares (or such portion of the unregistered Registrable Shares
as
set forth in the written notice to the Company from any Holder) for an amount
equal to the greater of (A) the price per share for such Registrable Shares
on
the date upon which the Company was required to deliver such Registrable Shares
to the Holders, (B) the highest closing price for the Company Common Stock
on
the NASDAQ Stock Market, similar trading market or any other exchange for the
twenty (20) consecutive trading days immediately preceding the date of the
Holders’ written notice, and (C) $_______ [the
closing price of the Company Common Stock on the Closing Date under the Asset
Purchase Agreement].
Notwithstanding anything to the contrary contained in this Section 4, to the
extent that the registration of any or all of the Registrable Shares is
prohibited (the “Non-Registered
Shares”)
under
Rule 415 in the opinion of the Commission, the interest payment penalties and
the buy-back provisions described in this Section 4 shall not be applicable
to
such Non-Registered Shares.
Section
5. Expenses
of Registration. The
Company shall pay all Registration Expenses incurred in connection with the
registration, qualification or compliance pursuant to Section 2 hereof. All
Selling Expenses incurred in connection with the sale of Registrable Shares
by
any of the Holders shall be borne by the Holder offering or selling such
Registrable Shares. Each Holder shall pay the fees and disbursements of its
own
counsel, if any.
Section
6. Information
to be Furnished by Holders. Each
Holder shall furnish to the Company such information as the Company may
reasonably request in connection with the Registration and related proceedings
referred to in Section 2 hereof.
Section
7. Rule
144 Sales.
(a) The
Company will use its reasonable best efforts to file the reports required to
be
filed by the Company under the Exchange Act so as to enable any Holder to sell
Registrable Shares pursuant to Rule 144 under the Securities Act.
(b) In
connection with any sale, transfer or other disposition by any Holder of any
Registrable Shares pursuant to Rule 144 under the Securities Act, the Company
shall cooperate with such Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Shares to be sold and not
bearing any Securities Act legend, if deemed appropriate, and enable
certificates for such Registrable Shares to be issued for such number of shares
and registered in such names as the selling Holder may reasonably request at
least five (5) business days prior to any sale of Registrable
Shares.
Section
8. Indemnification.
(a)
The
Company will indemnify each Holder, each Holder’s officers and directors, and
each person controlling such Holder within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages and liabilities
(including reasonable legal fees and expenses), arising out of or based on
any
untrue statement (or alleged untrue statement) of a material fact contained
in
any registration statement or prospectus relating to the Registrable Shares,
or
any amendment or supplement thereto, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided,
however, that
the
Company will not be liable in any such case to the extent that any such expense,
claim, loss, damage, liability or expense arises solely out of or is based
on
any untrue statement or omission or alleged untrue statement or omission made
in
reliance upon and in conformity with information furnished in writing to the
Company by any Holder for inclusion therein.
(b)
Each
Holder will indemnify the Company, its officers and directors, and each person
who controls the Company within the meaning of Section 15 of the Securities
Act,
against all expenses, claims, losses, damages and liabilities (including
reasonable legal fees and expenses) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement or prospectus relating to the Registrable Shares, or
any
amendment or supplement thereto, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary
to
make the statements therein not misleading, in each case to the extent, but
only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement or
prospectus in reliance upon and in conformity with information furnished in
writing to the Company by such Holder for inclusion therein.
(c)
Each
party entitled to indemnification under this Section 8 (the “Indemnified
Party”)
shall
give notice to the party required to provide indemnification (the “Indemnifying
Party”)
promptly after such Indemnified Party has actual knowledge of any claim as
to
which indemnity may be sought, but the omission to so notify the Indemnifying
Party shall not relieve such Indemnifying Party from any liability which it
may
have to the Indemnified Party pursuant to the provisions of this Section 8
except to the extent of the actual damages suffered by such delay in
notification. The Indemnifying Party shall assume the defense of such action,
including the employment of counsel to be chosen by the Indemnifying Party,
and
reasonably satisfactory to the Indemnified Party, and payment of expenses.
The
Indemnified Party shall have the right to employ its own counsel in any such
case, but the legal fees and expenses of such counsel shall be at the expense
of
the Indemnified Party unless the employment of such counsel shall have been
authorized in writing by the Indemnifying Party in connection with the defense
of such action, the Indemnifying Party shall not have employed counsel to take
charge of the defense of such action, or the Indemnified Party shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to those available to the Indemnifying Party
(in which case the Indemnifying Party shall not have the right to direct the
defense of such action on behalf of the Indemnified Party), in any of which
events such fees and expenses shall be borne by the Indemnifying Party;
provided,
however,
that
the Indemnifying Party shall in no event be liable for counsel costs for more
than one counsel to all Holders and one local counsel to Holders in each
relevant local jurisdiction. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation.
(d)
If
the
indemnification provided for in this Section 8 is unavailable to a party that
would have been an Indemnified Party under this Section 8 in respect of any
expenses, claims, losses, damages and liabilities referred to herein, then
each
party that would have been an Indemnifying Party hereunder shall, in lieu of
indemnifying such Indemnified Party, contribute to the amount paid or payable
by
such Indemnified Party as a result of such expenses, claims, losses, damages
and
liabilities in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party on the one hand and such Indemnified Party on the
other in connection with the statement or omission which resulted in such
expenses, claims, losses, damages and liabilities, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Indemnifying Party or such Indemnified
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Holder agrees that it would not be just and equitable if contribution
pursuant to this Section 8 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 8(d).
(e)
No
person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(f)
In
no
event shall any Holder be liable for any expenses, claims, losses, damages
or
liabilities pursuant to this Section 8 in excess of the net proceeds to such
Holder from the sale of Registrable Shares sold by such Holder.
Section
9. Miscellaneous.
(a)
Governing
Law.
This
Agreement shall be governed in all respects by the laws of the State of New
York, without giving effect to any provision thereof which would require the
application of the law of any other jurisdiction. Each party hereto hereby
waives personal service of any and all process and consents that all such
service of process be made by registered mail directed to the address described
in Section 9(c) and service so made shall be deemed to be completed upon actual
receipt thereof. Each party hereto waives any right to a trial by jury with
respect to any matter arising under this Agreement and the transactions
contemplated hereby.
(b) Waiver
and Amendment.
This
Agreement may be amended or modified in whole or in part only by a writing
that
makes reference to this Agreement and that is executed by the Company and,
pursuant to Section 9(i), the Holders. Any amendment so approved will bind
the
Company and the Holders. The obligations of any party hereunder may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the party claimed to have given
the waiver (subject to Section 9(i)); provided, however, that any waiver by
any
party of any violation of, breach of, or default under any provision of this
Agreement or any other agreement provided for herein shall not be construed
as,
or constitute, a continuing waiver of such provision, or a waiver of any other
violation of, breach of or default under any other provision of this
Agreement.
(c) Notices.
All
notices or other communications under this Agreement shall be in writing and
shall be given (and shall be deemed to have been duly given upon receipt) by
delivery in person, by telecopy (with confirmation of receipt), or by registered
or certified mail, postage prepaid, return receipt requested, addressed to
the
address provided pursuant to the Asset Purchase Agreement or to such
other
address as any party may have furnished to the other parties in writing in
accordance with this paragraph.
(d) Counterparts.
This
Agreement may be executed in any number of counterparts, each of which may
be
executed by fewer than all of the parties hereto (provided
that
each
party executes one or more counterparts), each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one instrument. Execution copies may be exchanged
by
facsimile transmission and such copies shall be fully enforceable by any
party.
(e) Severability.
In the
event that any provision of this Agreement becomes or is declared by a court
of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision.
(f) Section
Titles.
Section
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.
(g) Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns; provided, however, that
neither the Investor nor any other Holder to which any Shares or any Registrable
Shares are transferred may assign any rights or obligations under this Agreement
without the prior written consent of the Company. Any attempted assignment
in
violation hereof shall be null and void ab initio and of no force or effect.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and permitted
assigns any rights, remedies, obligations, or liabilities under or by reason
of
this Agreement.
(h) Specific
Performance.
The
parties hereto agree that upon a breach of any provisions of this Agreement
a
remedy at law would not be adequate, and that the parties hereto are entitled
to
injunctive relief and specific performance, and any other legal or equitable
remedies, as remedies for the enforcement of this Agreement.
(i) Action
of the Holders.
Wherever
this Agreement requires or otherwise provides for the approval, consent, waiver
or other action of the Holders, the written approval, consent, waiver or other
action of the Holders holding a majority of the votes attributable to the
Registrable Shares then collectively held by the Holders shall constitute the
approval, consent, waiver or other action of the Holders.
(j) Entire
Agreement.
This
Agreement embodies the entire agreement among the parties in relation to its
subject matter, and no representations, warranties, covenants, understandings
or
agreements or otherwise, in relation thereto, exist between any of the parties
related to the subject matter hereof. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof.
[Signatures
on the following page]
IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date first above written.
|
HANDHELD
ENTERTAINMENT, INC.
|
||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxx | |
|
Name:
Xxxxxxx X. Xxxx
Title:
Chief Financial Officer
|
||
|
EBAUM’S
WORLD, INC.
|
||
| |
|
|
| By: | /s/ Xxxx Xxxxxx | |
|
Name:
Xxxx Xxxxxx
Title:
President
|
||
