SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 25th, 2006 • On2 Technologies, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 24, 2006, among On2 Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2006 • On2 Technologies, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 24, 2006, among On2 Technologies, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of ON2 TECHNOLOGIES, INC.On2 Technologies, Inc. • August 25th, 2006 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from On2 Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
TO: The Purchasers of Common Stock and Warrants of On2 Technologies, Inc.On2 Technologies, Inc. • August 25th, 2006 • Services-prepackaged software
This letter will confirm my agreement to vote all shares of On2 Technologies, Inc. (“ONT”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of ONT to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of common stock of ONT outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated August 24, 2006, among ONT 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 Purchase Agreement and is not revocable by me.
