FIRST AMENDMENT TO
WARRANT TO PURCHASE COMMON STOCK
THIS FIRST
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (this “
Amendment ”) is entered into on
February 27, 2009 by and among ARDINGER FAMILY PARTNERSHIP,
LTD. , a Texas limited partnership (“
Holder ”), and VIEWCAST.COM, INC. , a
Delaware corporation (the “ Company
”).
A. The Holder
and the Company are party to that certain Warrant to Purchase
Common Stock of the Company dated December 11, 2006 (the
“ Warrant Agreement ”).
B. The Holder
and the Company have agreed, upon the following terms and
conditions, to amend the Warrant Agreement.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Holder and Company agree as
follows:
1. Terms
and References . Unless otherwise stated in this Amendment
(a) terms defined in the Warrant Agreement have the same
meanings when used in this Amendment, and (b) references to "
Sections ” are to sections of the Warrant
Agreement.
2. Amendments to Warrant Agreement.
(a)
Section 1 is hereby amended to read as follows:
“Subject to the terms and conditions hereinafter set forth,
on or before March 5, 2009, the Holder shall surrender this
Warrant at the principal office of the Company and purchase from
the Company Two Million Five Hundred Thousand (2,500,000) fully
paid and nonassessable shares (collectively, the
“Shares”) of Common Stock, par value $0.0001, of the
Company as constituted on the Warrant Issue Date (the “Common
Stock”).”
(b)
Section 2 is hereby amended to read as follows:
“The purchase price for each Share shall be the average
closing price for the
