exv10w1






Exhibit 10.1




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 five consecutive trading days ending on February
27, 2009 on the Over-The-Counter Bulletin Board (the “Exercise Price”).”




     (c) Section 3 is hereby amended to read as follows: “This Warrant shall be exercised
on or prior to March 5, 2009.”




     (d) Section 4 is hereby amended to read as follows: “On or before March 5, 2009, the
Holder shall exercise the Warrant by surrendering the Warrant, together with a duly executed
copy of the form of Notice of Election attached hereto, to the Secretary of the Company at
it principal office and the payment to the Company of an amount equal to the aggregate
Exercise Price for the Shares by wire transfer to the Company.”




     (e) Section 9 is hereby deleted in its entirety.



     3. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and
vice versa and words of any gender include each other gender, in each case, as appropriate, (b)
headings and captions may not be construed in interpreting provisions, (c) this Amendment must be
construed, and its
performance enforced, under Delaware law, and (d) if any part of this Amendment is for any reason
found to be unenforceable, all other portions of it nevertheless remain enforceable.



 









 





     4. Entireties. The Warrant Agreement as amended by this Amendment represents the final
agreement between the parties about the subject matter of the Warrant Agreement as amended by this
Amendment and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties.



     5. Parties. This Amendment binds and inures to the Holder, the Company, and their respective
successors and assigns.



     6. Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall constitute but one
agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier
or by electronic mail shall be effective as delivery of a manually executed counterpart of this
Amendment.



[Remainder of Page Intentionally Left Blank;

Signature Pages to Follow]




2









 





EXECUTED as of the date first stated above.




	 	 	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	VIEWCAST.COM, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ David T. Stoner	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	David T. Stoner	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer
	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HOLDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ARDINGER FAMILY PARTNERSHIP, LTD.,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ H.T. Ardinger, Jr.	 	 
	 	 	 	 	 	 	 
	 	 	 	 	H.T. Ardinger, Jr.	 	 
	 	 	 	 	General Partner	 	 






Signature page to First Amendment





3