Exhibit 10.21
Dwango North America Corp.
0000 Xxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
January 8, 2004
Alexandra Global Master Fund, Ltd.
c/o Alexandra Investment Management, LLC
000 Xxxxx Xxxxxx
00/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Dwango North America Corp.
Board of Directors Designee
Gentlemen:
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.
Xxxxxx X. Xxxxxxx, by his execution below, agrees to vote all of his shares
of Common Stock of the Company for any such nominee at any and all meetings of
shareholders at which directors are elected.
Very truly yours,
DWANGO NORTH AMERICA CORP.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chairman, President and CEO
ACCEPTED AND AGREED:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
XXXXXXXXX GLOBAL MASTER FUND, LTD.
By: ALEXANDRA INVESTMENT MANAGEMENT, LLC
By: /s/ XxXxxxx Xxxxxxxxx
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Name:
Title:
