AGREEMENT OF MERGER OF INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. A California Corporation INTO BROADCASTER, INC., a Delaware CorporationMerger Agreement • December 19th, 2005 • International Microcomputer Software Inc /Ca/ • Services-prepackaged software
The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of the State of Delaware.
AGREEMENT AND PLAN OF MERGER by and among International Microcomputer Software, Inc., ACCM Acquisition Corp., Broadcaster, Inc., AccessMedia Networks, Inc. and the stockholders of AccessMedia Networks, Inc. (solely with respect to Article X) Dated as...Merger Agreement • December 19th, 2005 • International Microcomputer Software Inc /Ca/ • Services-prepackaged software • California
THIS AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of December __, 2005, is by and among International Microcomputer Software, Inc., a California corporation ("IMSI"), ACCM Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of IMSI ("Merger Sub"), Broadcaster, Inc., a Delaware corporation (“IMSI Delaware”), and AccessMedia Networks, Inc., a Delaware corporation (the "Company"), and, solely with respect to Article X hereof, each stockholder of the Company, including Andrew Garroni, in his capacity as representative of the Company Stockholders pursuant to the Stockholders' Representative Agreement (the "Stockholders' Representative"). For purposes of this Agreement, “Parent” shall mean IMSI and, following the Reincorporation (as defined below), IMSI Delaware. Capitalized terms used in this Agreement are defined in Section 12.1, or in the applicable Section of this Agreement to which reference is made in Section 12.1.
