May ___, 2006 International Microcomputer Software, Inc.
Exhibit
4
May
___,
2006
International
Microcomputer Software, Inc.
▇▇
▇▇▇▇▇▇▇ ▇▇▇
Novato,
CA 94945
Attention:
▇▇▇▇▇▇ ▇▇▇▇, III
Chief Executive Officer
Dear
Sirs:
In
connection with the execution and delivery of the Amended and Restated Agreement
and Plan of Merger, dated as of the date hereof (the “Merger
Agreement”),
by
and among International Microcomputer Software, Inc. (“IMSI”),
ACCM
Acquisition Corp., a wholly-owned subsidiary of IMSI, AccessMedia Networks,
Inc.
(“AccessMedia”)
and,
for certain purposes, Broadcaster, Inc. and the stockholders of AccessMedia,
and
as an inducement to such parties to enter into the Merger Agreement, the
undersigned (“Holder”)
hereby
agrees that he, she or it shall not sell, offer, pledge, contract to sell,
make
any short sale of, grant any option for the purchase of, or enter into any
hedging or similar transaction with the same economic effect as a sale, or
otherwise transfer or dispose of, directly or indirectly (collectively,
“Transfer”),
any
common stock (or other securities) of IMSI owned by such Holder (“Holder’s
Securities”)
for a
period of twelve (12) months following the Closing Date as defined in the Merger
Agreement.
Notwithstanding
the foregoing, Holder may Transfer up to two percent (2%) of Holder’s Securities
in each sixty (60) day period during such twelve (12) month period; provided, however,
that
the number of shares of common stock (or other securities) of IMSI that may
be
Transferred during any sixty (60) day period may be increased above two percent
(2%) by Baytree Capital Associates, LLC (“Baytree
Capital”)
if (i)
Baytree Capital determines in good faith that such Transfers will not have
an
adverse effect on the market for IMSI’s common stock, and (ii) such increase
applies on a pro rata basis to each IMSI stockholder who has executed a lockup
agreement on the date hereof. Furthermore, Holder may Transfer Holder’s
Securities to any revocable trust established for the benefit of Holder,
▇▇▇▇▇▇’s children and which ▇▇▇▇▇▇ remains trustee. Any such Transfer shall be
bound by the terms hereof.
▇▇▇▇▇▇
also agrees and consents to the entry of stop transfer instructions with ▇▇▇▇’s
transfer agent and registrar against the Transfer of the Holder’s Securities
except in compliance with the foregoing restrictions. It is understood that
this
Agreement shall become effective only upon execution and delivery of the Merger
Agreement and shall be void and of no further force or effect if the Merger
Agreement is terminated.
Sincerely,
By:_____________________________________
Name:___________________________________
Title:____________________________________