EXHIBIT 6
---------
AMENDMENT NO. 1 TO VOTING AGREEMENT
-----------------------------------
This AMENDMENT NO. 1 TO VOTING AGREEMENT (this "Amendment"), is made
and entered as of February __, 2006, by and between Artisoft, Inc., a Delaware
corporation (the "Company") and the undersigned stockholders (collectively, the
"Stockholders"). Terms used but not otherwise defined in this Amendment shall
have the meanings ascribed to such terms in the Voting Agreement (as hereinafter
defined).
W I T N E S S E T H
-------------------
WHEREAS, the Company desires to enter into a Securities Purchase
Agreement, dated as of the date hereof, with certain investors (the "2006
Purchase Agreement"), relating to the issuance and sale of the Company's Series
D Convertible Preferred Stock (the "Series D Preferred Stock") and warrants to
purchase shares of the Company's Common Stock;
WHEREAS, the Series D Preferred Stock, in accordance with the
Certificate of Designations of the Series D Preferred Stock, shall be entitled
to vote on any matter presented to the stockholders of the Corporation;
WHEREAS, pursuant to the 2006 Purchase Agreement, the Company has
agreed to seek stockholder approval to amend and restate its certificate of
incorporation, as amended and in effect, as provided in Section 3.5 of the 2006
Purchase Agreement (the "2006 Proposal");
WHEREAS, the Company and the Stockholders previously entered into that
certain Voting Agreement, dated as of September 28, 2005 (the "Voting
Agreement");
WHEREAS, the Company and the Stockholders each desire to amend the
Voting Agreement as set forth herein; and
WHEREAS, the Majority Investors, as such term is defined in the Voting
Agreement have consented to this Amendment pursuant to that Consent and Waiver
Agreement, dated as of even date herewith, and attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company and the Stockholders, with the consent of the Majority
Investors, hereby agree as follows:
SECTION 1.1. Amendment.
(a) The second Recital of the Voting Agreement is hereby amended to
amend "Proposal" to mean the 2006 Proposal; and
(b) The third Recital of the Voting Agreement is hereby amended to
amend "Shares" to include the Series D Preferred Stock (if the Stockholders
acquired any of such shares) and any other shares of capital stock of the
Company, owned now or hereafter acquired, entitled to vote on any matter
presented to the stockholders of the Company.
SECTION 1.2. No Further Amendments. The remaining provisions of the
Voting Agreement shall remain in full force and effect, except to the extent
amended as provided in this Amendment. In the event of a conflict between the
provisions contained in this Amendment and the provisions contained in the
Voting Agreement, the provisions contained in the Amendment shall be deemed
controlling.
SECTION 1.3. Entire Agreement. This Agreement constitutes the entire
agreement and supersedes any and all other prior agreements and undertakings,
both written and oral, among the parties, or any of them, with respect to the
subject matter hereof.
SECTION 1.4. Counterparts. This Agreement may be executed (including by
facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which shall constitute one and the same
agreement.
[SIGNATURE PAGE FOLLOWS]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
ARTISOFT, INC.
By: /s/ Xxx Xxxxxxxxx
-------------------------------
Name: Xxx Xxxxxxxxx
-----------------------------
Title: CFO - Interim
----------------------------
-3-
SCHEDULE OF STOCKHOLDERS TO AMENDMENT NO. 1 TO VOTING AGREEMENT
M/C Ventures Partners V, L.P.
M/C Venture Investors, LLC
Chestnut Venture Partners, L.P.
Special Situations Fund III, L.P.
Special Situations Private Equity Fund, L.P.
Special Situations Technology Fund II, L.P.
Special Situations Cayman Fund, L.P.
Special Situations Technology Fund, L.P.
Pathfinder Ventures III, L.L.C.
Coral's Momentum Fund, Limited Partnership
-4-
