AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among International Microcomputer Software, Inc., ACCM Acquisition Corp., AccessMedia Networks, Inc. and the Stockholders of AccessMedia Networks, Inc. (solely with respect to Article X) and...Agreement and Plan of Merger • March 29th, 2006 • International Microcomputer Software Inc /Ca/ • Services-prepackaged software • California
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of March 24, 2006 by and among International Microcomputer Software, Inc., a California corporation ("IMSI" or “Parent”), ACCM Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of IMSI ("Merger Sub") 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") and, solely with respect to its withdrawal as a party, Broadcaster, Inc., a Delaware corporation (“Broadcaster”). 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.
