DWANGO NORTH AMERICA CORP. Common Stock Purchase WarrantDwango North America Corp • August 31st, 2004 • Radiotelephone communications • New York
SUBSCRIPTION AGREEMENT dated as of August 26, 2004 by and between DWANGO NORTH AMERICA CORP. and THOSE INVESTORS SET FORTH IN SCHEDULE ASubscription Agreement • August 31st, 2004 • Dwango North America Corp • Radiotelephone communications • New York
THIS SUBSCRIPTION AGREEMENT, dated as of August 26, 2004 (this “Agreement”), by and between DWANGO NORTH AMERICA CORP., a Nevada corporation (the “Company”), with headquarters located at 200 West Mercer Street, Suite 501, Seattle, Washington 98119, and THOSE INVESTORS SET FORTH IN SCHEDULE A (each a “Buyer” and together the “Buyers”).
Dwango North America Corp.Dwango North America Corp • August 31st, 2004 • Radiotelephone communications
Concurrently herewith, Dwango North America Corp., a Nevada corporation (the “Company”) is entering into a Subscription Agreement, dated the date hereof (the “Agreement”) with the investors listed therein (the “Investors”). Pursuant to the Agreement, the Investors are being issued an aggregate of 3,000 shares (the “Preferred Shares”) of Series B Convertible Preferred Stock of the Company, convertible into 3,157,894 shares of common stock, par value $.001 per share (“Common Stock”), of the Company (such shares of Common Stock underlying the Preferred Shares, or issued upon conversion of the Preferred Shares, hereafter referred to as the “Conversion Shares”). So long as the Investors hold an aggregate of at least 50% of the Conversion Shares, WPG Select Technology Fund, L.P. 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;
