Voting Agreement Regarding Approval of Share Issuance for ON2 Technologies, Inc. Series D Convertible Preferred Stock and Warrants
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Summary
This agreement is between a shareholder of ON2 Technologies, Inc. and the purchasers of its Series D Convertible Preferred Stock and Warrants. The shareholder agrees to vote all shares they control in favor of any resolution needed to approve the issuance of more than 19.999% of the company's outstanding common stock, as required by the Securities Purchase Agreement dated October 27, 2004, and relevant stock exchange rules. This commitment is irrevocable and is a condition for entering into the purchase agreement.
EX-10.4 6 v07874_ex10-5.txt EXHIBIT 10.5 TO: The Purchasers of ON2 Technologies, Inc. Series D Convertible Preferred Stock and Warrants Gentlemen: This letter will confirm my agreement to vote all shares of ON2 Technologies, Inc., a Nevada corporation (the "Company") voting stock over which I have voting control in favor of any resolution presented to the shareholders of the Company to approve the issuance, in the aggregate, more than 19.999% of the number of shares of common stock of the Company outstanding on the date of closing of the pursuant to that certain Securities Purchase Agreement, dated October 27, 2004, among the Company and the purchasers signatory thereto (the "Purchase Agreement") and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Securities Purchase Agreement and is not revocable by me. ------------------------ Name: Percentage Beneficial Ownership:
