EXHIBIT 10.1
CONVERSION AGREEMENT
CONVERSION AGREEMENT, dated January 28, 2004, between Dwango North America
Corp. (the "Company") and Xxxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Xxxxxxx advanced an aggregate of $392,312.80 (the "Advanced
Amount") to the Company from time to time during the period from October 15,
2003 through December 8, 2003;
WHEREAS, the Company has agreed to issue to Xxxxxxx 326,927 shares of
common stock of the Company ("Common Stock") (based upon a conversion price of
$1.20 per share) and warrants ("Warrants") to purchase 326,927 shares of Common
Stock exercisable at $1.20 per share of the Company as consideration for the
Advanced Amount upon the terms set forth below;
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Xxxxxxx advanced to the Company the Advanced Amount, which
Advanced Amount the Company shall retain.
2. The Company shall issue to Xxxxxxx 326,927 shares of Common
Stock based upon a conversion price of $1.20 per share. The
Company shall also issue to Xxxxxxx Warrants to purchase an
aggregate of 326,927 shares of Common Stock exercisable at $1.20
per share. The Warrants shall be in the form attached hereto as
Exhibit A. Such Common Stock and Warrants are hereafter referred
to as the "Securities".
3. Xxxxxxx represents that the Securities are being issued to
Xxxxxxx for his own account, for investment and not for
distribution or resale to others. Xxxxxxx understands and agrees
that the sale of the Securities has not been registered under
the Securities Act of 1933, as amended (the "Act") and,
therefore, the Securities may have to be held indefinitely
unless subsequently registered under the Act or an exemption
from such registration is available in the opinion of counsel to
the Company.
4. This agreement may be signed in counterparts.
Dwango North America Corp.
/S/ XXXX XXXXXXXXX
Name: Xxxx Xxxxxxxxx
Title: Executive Vice President
/S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
