EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October ___, 2004 among ON2 Technologies, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto...Registration Rights Agreement • October 28th, 2004 • On2 Technologies Inc • Services-prepackaged software
ARTICLE I DEFINITIONSSecurities Purchase Agreement • October 28th, 2004 • On2 Technologies Inc • Services-prepackaged software • New York
EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...On2 Technologies Inc • October 28th, 2004 • Services-prepackaged software
EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...On2 Technologies Inc • October 28th, 2004 • Services-prepackaged software
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...On2 Technologies Inc • October 28th, 2004 • Services-prepackaged software
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.
