Letter Agreement Regarding Board Nominee Rights between Dwango North America Corp. and WPG Select Technology Fund, L.P.
Dwango North America Corp. and WPG Select Technology Fund, L.P. have agreed that, as long as the investors hold at least 50% of the shares issued under a related Subscription Agreement, WPG Select Technology Fund, L.P. can nominate a director to the company's Board. The company must take necessary steps to elect this nominee, but retains the right to reasonably approve the candidate. This agreement ensures investor representation on the board while allowing the company some oversight of the nominee.
Dwango North America Corp.
200 West Mercer Street
Suite 501
Seattle, Washington 98119
August 26, 2004
WPG Select Technology Fund, L.P.
c/o Robeco USA, L.L.C.
One New York Plaza
30th Floor
New York, New York 10004
Re: Dwango North America Corp.
Board of Directors Designee
Gentlemen:
Concurrently herewith, Dwango North America Corp., a Nevada corporation (the Company) is entering into a Subscription Agreement, dated the date hereof (the Agreement) with the investors listed therein (the Investors). Pursuant to the Agreement, the Investors are being issued an aggregate of 3,000 shares (the Preferred Shares) of Series B Convertible Preferred Stock of the Company, convertible into 3,157,894 shares of common stock, par value $.001 per share (Common Stock), of the Company (such shares of Common Stock underlying the Preferred Shares, or issued upon conversion of the Preferred Shares, hereafter referred to as the Conversion Shares). So long as the Investors hold an aggregate of at least 50% of the Conversion Shares, WPG Select Technology Fund, L.P. shall be entitled to nominate a director for election to the Board of Directors of the Company and the Company agrees to take such actions as necessary to elect such designee to the Board of Directors of the Company; provided, however, that the Company shall have the right to approve any such nominee, which approval shall not be unreasonably withheld.
Very truly yours,
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DWANGO NORTH AMERICA CORP. | ||
By: | /s/ RICK J. HENNESSEY | |
Rick J. Hennessey Chief Executive Officer |