ON DEMAND GROUP LIMITED ANTHONY KELLY, ANDREW BIRCHALL AND OTHERS SEACHANGE INTERNATIONAL, INC. VARIATION AGREEMENT IN RELATION TO THE AGREEMENT FOR THE SALE AND PURCHASE OF SHARE CAPITAL OF ON DEMAND GROUP LIMITED

Exhibit 2.1

30 JUNE 2006

ON DEMAND GROUP LIMITED

XXXXXXX XXXXX, XXXXXX XXXXXXXX AND OTHERS

SEACHANGE INTERNATIONAL, INC.

VARIATION AGREEMENT

IN RELATION TO THE

AGREEMENT FOR THE SALE AND PURCHASE OF SHARE

CAPITAL OF ON DEMAND GROUP LIMITED

CONTENTS

Clause				Page
1.		Interpretation		1
2.		Variation of the Purchase Agreement		1
3.		Construction		2
4.		Counterparts		2
5.		Governing Law		2
6.		Jurisdiction		3
SCHEDULE 1 THE SELLERS				4

THIS AGREEMENT is made on 30 June 2006

BETWEEN:

(1) THE PERSONS whose names and addresses are set out in Schedule 1 (together the “Sellers”);

(2) XXXXXX XXXXXX XXXXXXXX and XXXXXXX XXXXXXX XXXXX further details of whom are set out in Schedule 1 (together the “Warrantors”);

(3) SEACHANGE INTERNATIONAL, INC., a company incorporated under the laws of the State of Delaware whose registered office is at 00 Xxxxx Xxxx, Xxxxx, XX 00000, XXX (the “Buyer”).

WHEREAS:

(A) The parties have entered into an Agreement for the Sale and Purchase of Share Capital of On Demand Group Limited (the “Purchase Agreement”) dated 23 September 2005.

(B) The parties wish to vary the terms of the Purchase Agreement.

(C) Save as set out herein, the parties wish the Purchase Agreement to remain in full force and effect.

IT IS AGREED as follows:

1. INTERPRETATION

Words and phrases defined in the Purchase Agreement shall have the same meanings in this Agreement and this Agreement shall be interpreted in accordance with clause 1 of the Purchase Agreement.

2. VARIATION OF THE PURCHASE AGREEMENT

2.1 The following definitions contained in clause 1 of the Purchase Agreement are amended and restated in their entirety as follows:

“Consideration Shares” means the Accelerated Earn Out Consideration Shares (if any), the Second Period Shares, the Earn Out Consideration Shares and the Film Flex Earn Out Consideration Shares;

“Share Allotment Date” means:

(a) in respect of the Second Period Shares, 30 June 2006;

(b) in respect of the Earn Out Consideration Shares, 31 January 2008;

(c) in respect of the Film Flex Earn Out Consideration Shares, the Film Flex Option Exercise Date;

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2.2 Clause 3.1(c) of the Purchase Agreement is amended and restated to read in its entirety as follows:

(c) as soon as practicable subsequent to June 30, 2006 by the payment to each of the Sellers of their Relevant Proportion of that number of shares of common stock of $0.01 par value per share in the capital of the Buyer, to be allotted and credited as fully paid to the Sellers, as is equal to £1,236,502 calculated in accordance with the Relevant Exchange Rate and at the average NASDAQ national market closing price for the 5 Business Days immediately preceding the relevant Share Allotment Date (collectively, the “Second Period Shares”); and

2.3 Recognizing that the issuance by the Buyer to the Sellers of the Second Period Shares is in lieu of any and all pre-existing payment obligations relating to the Second Earn Out Period, (a) any and all references to the “Third Cash Payment” and the “Accelerated Third Cash Payment” contained in the Purchase Agreement shall be and hereby are deleted in their entirety and all necessary consequential amendments shall be made and Buyer shall in no way be obligated to make payment to the Sellers of all or a portion of either the Third Cash Payment or the Accelerated Third Cash Payment, and (b) clauses 5.3(b), 5.6, 5.7 and 5.8 of the Purchase Agreement shall be and hereby are deleted in their entirety.

2.4 Clause 5.12 of the Purchase Agreement is amended and restated to read in its entirety as follows:

Notwithstanding any other provision of this Agreement in no case shall the aggregate of the Second Cash Payment, £1,236,502 (being the consideration amount of the Second Period Shares), and the Earn Out Consideration Shares Amount together with any Accelerated Earn Out Consideration exceed the Maximum Earn Out.

3. CONSTRUCTION

Subject to the amendments set out in this Agreement, the Purchase Agreement shall remain in full force and effect and shall be read and construed as supplemented and amended by this Agreement.

4. COUNTERPARTS

4.1 This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

4.2 Each counterpart shall constitute an original of this Agreement, but the counterparts shall together constitute but one and the same instrument.

5. GOVERNING LAW

This Agreement is governed by, and shall be construed in accordance with, English law.

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6. JURISDICTION

6.1 Each party agrees that the courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

6.2 Each Seller irrevocably authorises and appoints the Sellers’ Representative as his agent to accept on his behalf service of all legal process arising out of or in connection with this Agreement and such service shall be deemed complete whether or not forwarded to or received by the relevant Seller(s).

IN WITNESS OF WHICH this Agreement has been executed by the parties on the above date.

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SCHEDULE 1

THE SELLERS

Name and Address:

Xxxxxx Xxxxxxxx

Xxxx Water,

Admirals Xxxxxx Xxxx,

Xxxx Xxxxxxxxx,

XX00 0XX

Xxxxxxx Xxxxx

00 Xxxxxxxxx Xxxx,

Xxxx Xxxxxxx,

XX0 0XX

Xxxxxx Xxxxx

00 Xxxxxxxxx Xxxx,

Xxxx Xxxxxxx,

XX0 0XX

Xxxxxxx Xxxxx

Xxxxxxxxx,

Xxxxxxxx Xxxxx,

Xxxxxxx,

XX00 0XX

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EXECUTED AND DELIVERED		)
as a deed by		)
XXXXXX XXXXXX XXXXXXXX		)
in the presence of:		)		/s/ Xxxxxx Xxxxxx Xxxxxxxx
Witness Signature /s/ Charl de Beer
Witness Full Name Charl de Beer
Witness Address 00X Xxxxxx Xxxxx Xxxx
X0 0XX, Xxxxxx Xxxxxxx
Witness Occupation Finance Director
EXECUTED AND DELIVERED		)
as a deed by		)
XXXXXXX XXXXXXX XXXXX		)
in the presence of:		)		/s/ Xxxxxxx Xxxxxxx Xxxxx
Witness Signature /s/ Charl de Beer
Witness Full Name Charl de Beer
Witness Address 00X Xxxxxx Xxxxx Xxxx
X0 0XX, Xxxxxx Xxxxxxx
Witness Occupation Finance Director
EXECUTED AND DELIVERED		)
as a deed by		)
XXXXXX XXXXX		)
in the presence of:		)		/s/ Xxxxxx Xxxxx
Witness Signature /s/ Xxxxxxx Xxxx Xxxxx
Witness Full Name Xxxxxxx Xxxx Xxxxx
Witness Address 00 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxx
Witness Occupation Engineer
EXECUTED AND DELIVERED		)
as a deed by		)
XXXXXXX XXXXX		)
in the presence of:		)		/s/ Xxxxxxx Xxxxx
Witness Signature /s/ X. Xxxxxxxxxx
Witness Full Name X. Xxxxxxxxxx
Witness Address The General Havelock
East Sleekburn                             Bedlington.                             XX00 0XX
Witness Occupation Secretary

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EXECUTED AND DELIVERED		)
as a deed by		)
SEACHANGE INTERNATIONAL, INC		)
				Director /s/ Xxxxxxx X. Xxxxxxxxxx, III
				/s/ Xxxxx X. Xxxxxx
				Secretary

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