Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • New York
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
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
RECITALS:Director and Officer Indemnification Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • Delaware
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.
Exhibit 10.7 AGREEMENTConsulting Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec
AMENDED & RESTATED ACCOUNTS RECEIVABLE FINANCING AND ESCROW AGREEMENTAccounts Receivable Financing and Escrow Agreement • February 13th, 2006 • Handheld Entertainment, Inc. • Communications services, nec • California
