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:
