AMENDMENT NO. 1 TO COMPANY VOTING AGREEMENT
Exhibit
10.15
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO COMPANY VOTING AGREEMENT (this “Amendment”)
is
made and entered into as of September ___, 2006 by and among Broadcaster, Inc.,
a California corporation formerly known as International Microcomputer Software,
Inc. (“Broadcaster”),
Broadcaster Networks, Inc., a Delaware corporation formerly known as
Broadcaster, Inc. (“IMSI
Delaware”),
and
the undersigned former stockholders (the “Stockholders”)
of
AccessMedia Networks, Inc., a Delaware corporation (the “Company”).
WHEREAS,
the parties have entered into that certain Company Voting Agreement, dated
as of
December 16, 2005 (the “Agreement”),
pursuant to which the Stockholders have agreed to, among other things, vote
any
and all Subject Shares Beneficially Owned by such Stockholders in favor of
directors nominated by Broadcaster; and
WHEREAS,
in accordance with Section 8 of the Agreement, the parties now desire to amend
the Agreement as provided herein.
NOW,
THEREFORE, in
consideration of the foregoing and for other good and valid consideration,
the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1. Capitalized
terms used in this Amendment and not otherwise defined shall have the meaning
set forth in Agreement.
2. Section
1(d) of the Agreement shall be amended and restated to read in its entirety
as
follows:
(d) “Expiration
Date”
means
the earlier to occur of (i) the Effective Time (as defined in the Merger
Agreement) and (ii) the date on which the Merger Agreement is terminated
pursuant to its terms; provided,
however,
that
the obligations of Stockholder under Sections 2(a)(iv) and (b) hereof shall
survive the Expiration Date until the earlier of (i) December 31, 2010 and
(ii)
the date on which the aggregate number of shares issued pursuant to the Merger
Agreement to the former stockholders of AccessMedia, exclusive of any shares
issued in connection with any banking, consulting, broker or other fees or
arrangements related to the Merger, represent a majority of the outstanding
shares of common stock of IMSI (the “Voting Termination Date”).
3. Except
as
amended hereby, the
Agreement shall remain in full force and effect. This Amendment may be executed
in two or more counterparts and by facsimile, each of which shall be deemed
an
original, but all of which together shall constitute one and the same
instrument.
(Remainder
of page intentionally left blank)
IN
WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to Company
Voting Agreement as of the date first set forth above.
BROADCASTER,
INC.
By:
____________________________________
Name:
Xxxxxx Xxxx, III
Title:
Chief Executive Officer
BROADCASTER
NETWORKS, INC.
By:
____________________________________
Name:
Xxxxxx Xxxx, III
Title:
Chief Executive Officer
ACCM
ACQUISITION CORP.
By:
____________________________________
Name:
Xxxxxx Xxxx, III
Title:
Chief Executive Officer
STOCKHOLDERS:
________________________________________
XXXXXXX
XXXXXXX
BROADCASTER
LLC
By:
____________________________________
Name:
Xxxxx Xxxx
Title:
Managing Member
ACCESSMEDIA
TECHNOLOGIES LLC
By:
____________________________________
Name:
Xxxxx Xxxx
Title:
Managing Member
SOFTWARE
PEOPLE LLC
By:
____________________________________
Name:
Xxxxx Xxxx
Title:
Managing Member
TRANS
GLOBAL MEDIA LLC
By:
____________________________________
Name:
Xxxxx Xxxx
Title:
Managing Member