0001144204-07-034961 Sample Contracts

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE
Handheld Entertainment, Inc. • July 3rd, 2007 • Wholesale-electrical appliances, tv & radio sets

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

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Contract
Handheld Entertainment, Inc. • July 3rd, 2007 • Wholesale-electrical appliances, tv & radio sets • New York

THIS NOTE IS SUBJECT TO THE TERMS OF A SUBSCRIPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF HANDHELD ENTERTAINMENT, INC.

Contract
Handheld Entertainment, Inc. • July 3rd, 2007 • Wholesale-electrical appliances, tv & radio sets • New York

THIS NOTE IS SUBJECT TO THE TERMS OF A SUBSCRIPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF HANDHELD ENTERTAINMENT, INC.

HANDHELD ENTERTAINMENT, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • July 3rd, 2007 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • New York
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