Exhibit 10.26
Dwango North America Corp.
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
March 19, 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 in the aggregate principal
amount of $2,300,00.00 (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 (calculated without regard to any limitations upon
conversion contained in the Note), 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. The rights provided in this letter agreement shall be in addition to
the rights granted under the letter agreement, dated January 8, 2004, by and
between the Company and Alexandra.
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/ Xxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: CEO
ACCEPTED AND AGREED:
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
XXXXXXXXX GLOBAL MASTER FUND LTD.
By: ALEXANDRA INVESTMENT MANAGEMENT, LLC,
As Investment Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chairman and Chief Executive Officer
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