BRIDGE AGREEMENT
Bridge Agreement, dated December 12, 2003, between Dwango North America
Corp. (the "Company") and Alexandra Global Master Fund, Ltd. (the "Fund").
1. The Fund agrees,in consideration of the terms set forth below,
to wire $300,000 to Company on the date hereof.
2. The Company agrees to issue to the Fund 250,000 shares of Common
Stock of the Company ("Common Stock") (i.e. purchase price of
$1.20 per share). The Company shall also issue to the Fund
warrants to purchase an aggregate of 125,000 shares of Common
Stock exercisable at $1.20 per share. Such issuances shall be
made within 3 business days of the date hereof. The warrants
shall be in the form attached hereto as Exhibit A. Such Common
Stock and warrants are hereafter referred to as the
"Securities".
3. The Securities may be exchanged by the Fund at any time within
the next 45 days into such securities issued in a financing
mutually agreeable to the Company and the Fund (a "Subsequent
Financing").
4. If a Subsequent Financing does not occur within 45 days of the
date hereof, then the Company shall issue additional warrants to
the Fund to purchase 125,000 shares of Common Stock exercisable
at $1.20 per share, in the same form as the warrants issued
pursuant to Section 2.
5. The Company shall use the $300,000 of funds to pay payroll and
to pay outside vendors, supplies and creditors.
6. The Securities shall have registration rights equivalent to
those applicable to the "Registerable Securities" as set forth
in Article VIII of the draft of Note Purchase Agreement
previously sent by the Fund to the Company (except that the
reference of 120 days in the definition of "Registration Event"
shall be 150 days).
7. This agreement may be signed in counterparts.
Dwango North America Corp.
/s/ R. E. Huntley
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Name:Robert E. Huntley
Title: CEO/Chairman
Alexandra Global Master Fund, Ltd.
By: Alexandra Investment
Management, LLC
/s/ M. Filimonov
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Name:Mikhail Filimonov
Title: CEO/Chairman