January 8, 2004 Alexandra Global Master Fund, Ltd. c/o Alexandra Investment Management, LLC 767 Third Avenue 39/th/ Floor New York, New York 10017 Re: Dwango North America Corp. Board of Directors Designee Gentlemen: Concurrently herewith, Alexandra...Note Purchase Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
Concurrently herewith, Alexandra Global Master Fund, Ltd., a British Virgin Islands company ("Alexandra"), and Dwango North America Corp., a Nevada corporation (the "Company"), are entering into a Note Purchase Agreement, dated the date hereof (the "Agreement"). Pursuant to the Agreement, Alexandra is being issued a 9% Senior Convertible Note of the Company (the "Note") convertible into shares of Common Stock of the Company (such shares underlying the Note, or issued upon exercise of the Note, hereafter referred to as the "Note Shares"). So long as Alexandra owns at least 50% of the Note Shares, it 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 Alexandra nominee, which approval shall not be unreasonably withheld.
NEITHER THIS WARRANT NOR ISSUANCE OF THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF TO THE HOLDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. NEITHER THIS WARRANT NOR SUCH...Common Stock Purchase Warrant • March 29th, 2004 • Dwango North America Corp • Radiotelephone communications • New York
Exhibit 4.11 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of __________ ___, 2002, by and between Dwango North America, Inc., a Texas corporation (the "Company"), and HCFP/Brenner Securities, LLC ("Brenner"), RG Securities LLC...Registration Rights Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
CONSULTING AGREEMENTConsulting Agreement • September 20th, 2002 • Woodland Hatchery Inc • Fishing, hunting and trapping
Exhibit 10.11 SOFTWARE LICENSE AGREEMENT This SOFTWARE LICENSE AGREEMENT (the "Agreement") is dated as of the _12th day of _December, 2003 ("Effective Date") and is made by and between ALLTEL COMMUNICATIONS, INC., a Delaware corporation, located at...Software License Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Arkansas
AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (the "Agreement"), dated as of the 19th day of September, 2003, by and between Woodland Hatchery, Inc., a Nevada corporation ("WOODLAND") Cody T. Winterton, the principal...Reorganization Agreement • October 7th, 2003 • Woodland Hatchery Inc • Fishing, hunting and trapping • Texas
Attachment (vii) REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of _______, 2003, by and between Dwango North America, Inc., a Texas corporation (the "Company"), and HCFP/Brenner Securities, LLC ("Brenner"), RG Securities LLC...Registration Rights Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
9% SENIOR CONVERTIBLE NOTES DUE 2007 ANDNote Purchase Agreement • March 29th, 2004 • Dwango North America Corp • Radiotelephone communications • New York
EXHIBIT 10.1 CONVERSION AGREEMENT CONVERSION AGREEMENT, dated January 28, 2004, between Dwango North America Corp. (the "Company") and Robert E. Huntley ("Huntley"). WHEREAS, Huntley advanced an aggregate of $392,312.80 (the "Advanced Amount") to the...Conversion Agreement • January 30th, 2004 • Dwango North America Corp • Radiotelephone communications
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into on this the 4th day of February, 2004, with an effective date of April 15, 2003 ("Effective Date"), by and between Dwango North America Corp. ("DNA"), a Nevada...Employment Agreement • February 19th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 4, 2004, by and between Dwango North America Corp., a Nevada corporation (the "Company"), and the shareholders of the Company listed on the signature page...Registration Rights Agreement • February 19th, 2004 • Dwango North America Corp • Radiotelephone communications • Washington
Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the...Joint Filing Agreement • January 20th, 2004 • Dwango North America Corp • Radiotelephone communications
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $0.001 par value, of Dwango North America Corp., a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
RECITALSMerger Agreement • February 19th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
Exhibit 10.2 OFFICE LEASE AGREEMENT BY AND BETWEEN QUEEN ANNE SQUARE LLC, a Washington limited liability companyOffice Lease Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Washington
DWANGO NORTH AMERICA CORP. Common Stock Purchase WarrantCommon Stock Purchase Warrant • January 18th, 2005 • Dwango North America Corp • Radiotelephone communications • New York
ContractProceeds Escrow Agreement • September 6th, 2001 • Woodland Hatchery Inc • Utah
PROCEEDS ESCROW AGREEMENT PROCEEDS ESCROW AGREEMENT ("Agreement") dated as of ______________, 2001, by and between Woodland Hatchery, Inc., a Nevada corporation (the "Company") and Far West Bank of Springville, Utah (the "Escrow Agent")
DWANGO NORTH AMERICA CORP. VIA HAND DELIVERY August 15, 2005 Rick J. Hennessey Re: Separation Agreement Dear Rick: This letter sets forth the substance of the separation agreement (the "Agreement") that Dwango North America Corp. (the "Company") is...Separation Agreement • August 16th, 2005 • Dwango North America Corp • Radiotelephone communications
BRIDGE AGREEMENT Bridge Agreement, dated December 12, 2003, between Dwango North America Corp. (the "Company") and Alexandra Global Master Fund, Ltd. (the "Fund"). 1. The Fund agrees,in consideration of the terms set forth below, to wire $300,000 to...Bridge Agreement • January 16th, 2004 • Dwango North America Corp • Radiotelephone communications
DWANGO NORTH AMERICA CORP. Common Stock Purchase WarrantWarrant Agreement • June 21st, 2004 • Dwango North America Corp • Radiotelephone communications • New York
SUBSCRIPTION AGREEMENT dated as of August 2, 2004 by and between DWANGO NORTH AMERICA CORP. and ALEXANDRA GLOBAL MASTER FUND LTD.Subscription Agreement • August 5th, 2004 • Dwango North America Corp • Radiotelephone communications • New York
THIS SUBSCRIPTION AGREEMENT, dated as of August 2, 2004 (this “Agreement”), by and between DWANGO NORTH AMERICA CORP., a Nevada corporation (the “Company”), with headquarters located at 200 West Mercer Street, Suite 501, Seattle, Washington 98119, and ALEXANDRA GLOBAL MASTER FUND LTD., a British Virgin Islands company (the “Buyer”).
SUBSCRIPTION AGREEMENT dated as of February 1, 2005 by and between DWANGO NORTH AMERICA CORP. and THOSE INVESTORS SET FORTH IN SCHEDULE ASubscription Agreement • February 3rd, 2005 • Dwango North America Corp • Radiotelephone communications • New York
THIS SUBSCRIPTION AGREEMENT, dated as of February 1, 2005 (this “Agreement”), by and between DWANGO NORTH AMERICA CORP., a Nevada corporation (the “Company”), with headquarters located at 200 West Mercer Street, Suite 501, Seattle, Washington 98119, and THOSE INVESTORS SET FORTH IN SCHEDULE A (each a “Buyer” and together the “Buyers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2005 • Dwango North America Corp • Radiotelephone communications • Washington
EMPLOYMENT AGREEMENT (“Agreement”), dated as of March 1, 2005, by and between DWANGO NORTH AMERICA CORP., a Nevada corporation (hereinafter referred to as the “Company”), and Alexander U. Conrad, residing at 2310 29th Ave W. Seattle, WA 98199 (hereinafter referred to as “Employee”).
Annex IISubscription Agreement • February 3rd, 2005 • Dwango North America Corp • Radiotelephone communications • New York
WITNESSETH:License and Revenue Sharing Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
Exhibit 10.15 T-Mobile USA, Inc. Java Wireless Applications Agreement ------------------------------------ THIS JAVA WIRELESS APPLICATIONS AGREEMENT (the "Agreement") is made by and between T-Mobile USA, Inc., a Delaware corporation ("T-Mobile"), and...Java Wireless Applications Agreement • August 9th, 2004 • Dwango North America Corp • Radiotelephone communications • Washington
RECITALSSoftware Distribution Agreement • August 9th, 2004 • Dwango North America Corp • Radiotelephone communications • Illinois
WOODLAND HATCHERY, INC. - COMMON STOCK SUBSCRIPTION AGREEMENT InvestmentSubscription Agreement • September 6th, 2001 • Woodland Hatchery Inc
Amendment No. 1 to Mobile Channel AgreementMobile Channel Agreement • July 16th, 2004 • Dwango North America Corp • Radiotelephone communications
This Amendment No. 1 to Mobile Channel Agreement (“Amendment”) between AT&T Wireless Services, Inc. (“ATTWS”) and Dwango North America, Inc. (“Content Provider”) is made as of the 8 day of June, 2004, and amends the Mobile Channel Agreement between the parties dated September 26, 2002 (“Agreement”). Capitalized terms used herein that are not otherwise defined will have the meanings ascribed to them in the Agreement.
DWANGO NORTH AMERICA CORP. / NAPSTER, INC. LICENSING AGREEMENTLicensing Agreement • March 31st, 2005 • Dwango North America Corp • Radiotelephone communications • California
This Licensing Agreement (“Agreement”), is effective as of the 23rd day of November, 2004 (“Effective Date”) and is entered into by and between Dwango North America Corp., d/b/a/ Dwango Wireless (“DWANGO”), a Nevada corporation with a principal place of business at 200 West Mercer Street, Suite 501, Seattle, WA 98119 and Napster, LLC (“NAPSTER”), a limited liability corporation with a principal place of business at 9044 Melrose Avenue, Los Angeles, CA 90069. DWANGO and NAPSTER may be referred to in this Agreement individually as a “Party” and together as the “Parties”.
Exhibit 10.4 ASSIGNMENT OF INVENTIONS THIS ASSIGNMENT OF INVENTIONS ("Assignment") is entered into on this the 4th day of February, 2004, with an effective date of April 15, 2003 ("Effective Date"), by and between Dwango North America Corp....Assignment of Inventions • February 19th, 2004 • Dwango North America Corp • Radiotelephone communications
Exhibit 10.12 Direct Bill Services Agreement This Agreement ("Agreement") is made as of the last date and year specified on the signature page hereof, by and between Cingular Wireless LLC, a Delaware Limited Liability Company ("Cingular"), and Dwango...Direct Bill Services Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
DIGITAL ITEM LICENSE AND DISTRIBUTION AGREEMENTDigital Item License and Distribution Agreement • November 19th, 2004 • Dwango North America Corp • Radiotelephone communications • Virginia
This Digital Item License and Distribution Agreement (with its Exhibits, the "Agreement") dated as of October 15, 2004 (the “Effective Date”), is made and entered into by and between Nextel Operations, Inc., a Delaware corporation, with offices at 2001 Edmund Halley Drive, Reston, Virginia 20191 (“Nextel”), on behalf of itself and its Affiliates, as defined below, and Dwango North America Corp., a Nevada corporation, with offices at 200 West Mercer, Suite 501, Seattle, WA 98119 (“Company”). Nextel and Company may be referred to individually as a “Party” and collectively as the “Parties.”
LICENSING AGREEMENTLicensing Agreement • May 3rd, 2004 • Dwango North America Corp • Radiotelephone communications • New York
This License Agreement (“Agreement”), is effective as of the 14th day of January, 2004 (“Effective Date”), and is entered into by and between Dwango North America, Corp. (“DNA”), a Texas corporation with a principal place of business at 5847 San Felipe St., Suite 3220, Houston, Texas 77057-3000 and ESPN Enterprises, Inc. (“ESPN”) a Delaware corporation with a principal place of business at 19 East 34th Street, 7th Floor, New York, New York 10016.
SUBLEASE AGREEMENTSublease Agreement • March 31st, 2005 • Dwango North America Corp • Radiotelephone communications
RECITALSTechnology License Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
