AMENDMENT NO. 1 TO PARENT VOTING AGREEMENT
Exhibit
10.13
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO PARENT VOTING AGREEMENT (this “Amendment”)
is
made and entered into as of September ___, 2006 by and among AccessMedia
Networks, Inc., a Delaware corporation (“AccessMedia”),
and
the undersigned stockholders (the “Stockholders”)
of
Broadcaster, Inc., a California corporation formerly known as International
Microcomputer Software, Inc.
WHEREAS,
the parties have entered into that certain Parent 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
certain directors nominated by the Stockholders’ Representative;
and
WHEREAS,
in accordance with Section 7 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) 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.
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 Parent
Voting Agreement as of the date first set forth above.
ACCESSMEDIA
NETWORKS, INC.
By:
____________________________________
Name:
Xxxxxx Xxxx, III
Title:
Chief Executive Officer
STOCKHOLDERS:
________________________________________
XXXXXX
XXXX, III
BAYTREE
CAPITAL ASSOCIATES LLC
By:
____________________________________
Name:
Xxxxxxx Xxxxxxx
Title:
Managing Member
DIGITAL
CREATIVE DEVELOPMENT CORPORATION
By:
____________________________________
Name:
Title: