January 8, 2004 Alexandra Global Master Fund, Ltd. c/o Alexandra Investment Management, LLC 767 Third Avenue 39/th/ Floor New York, New York 10017 Re: Dwango North America Corp. Board of Directors Designee Gentlemen: Concurrently herewith, Alexandra...Note Purchase Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
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 (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, 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.
Exhibit 4.11 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of __________ ___, 2002, by and between Dwango North America, Inc., a Texas corporation (the "Company"), and HCFP/Brenner Securities, LLC ("Brenner"), RG Securities LLC...Registration Rights Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
Exhibit 10.11 SOFTWARE LICENSE AGREEMENT This SOFTWARE LICENSE AGREEMENT (the "Agreement") is dated as of the _12th day of _December, 2003 ("Effective Date") and is made by and between ALLTEL COMMUNICATIONS, INC., a Delaware corporation, located at...Software License Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Arkansas
Attachment (vii) REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of _______, 2003, by and between Dwango North America, Inc., a Texas corporation (the "Company"), and HCFP/Brenner Securities, LLC ("Brenner"), RG Securities LLC...Registration Rights Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
Exhibit 10.2 OFFICE LEASE AGREEMENT BY AND BETWEEN QUEEN ANNE SQUARE LLC, a Washington limited liability companyOffice Lease Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Washington
WITNESSETH:License and Revenue Sharing Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
Exhibit 10.15 T-Mobile USA, Inc. Java Wireless Applications Agreement ------------------------------------ THIS JAVA WIRELESS APPLICATIONS AGREEMENT (the "Agreement") is made by and between T-Mobile USA, Inc., a Delaware corporation ("T-Mobile"), and...Java Wireless Applications Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Washington
RECITALSSoftware Distribution Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Illinois
Exhibit 10.12 Direct Bill Services Agreement This Agreement ("Agreement") is made as of the last date and year specified on the signature page hereof, by and between Cingular Wireless LLC, a Delaware Limited Liability Company ("Cingular"), and Dwango...Direct Bill Services Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
RECITALSTechnology License Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
USER NAME Verizon Wireless Contract Accept In order to submit applications, you must first accept the following contract. BREW(TM) APPLICATION LICENSE AGREEMENT This BREW(TM) Application License Agreement ("Agreement") is a legally binding agreement...Brew Application License Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • New York
WITNESSETH:License Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications • Texas
RECITALSTrademarks License Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
AMENDMENT NO.1 TO BREW(TM) DEVELOPER AGREEMENTBrew Developer Agreement • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
RecitalsMobile Channel Agreement Addendum • April 15th, 2004 • Dwango North America Corp • Radiotelephone communications
