Exhibit 10.2


 


VOTING SUPPORT AGREEMENT


 


THIS VOTING SUPPORT AGREEMENT (the “Agreement”), dated as of October 5,
2009, is made and entered into by and among NeuLion, Inc., a corporation
existing under the federal laws of Canada (“Purchaser”), Hugh Dobbie, Jr.,
a Canadian citizen residing at 2562 136th Street, Surrey, British Columbia (“Dobbie”),
and Dowco Computer Systems Ltd., a corporation existing under the laws of the
Province of British Columbia (“Dowco” and, together with Dobbie, sometimes
herein collectively referred to as the “Shareholders”).


 


WHEREAS, Purchaser, Interactive Netcasting Systems Inc. (the “Company”) and Dobbie
have entered into an Acquisition Agreement, dated as of the date hereof (the “Acquisition
Agreement”), pursuant to which Purchaser has agreed to acquire by way of a plan
of arrangement all of the outstanding shares of the Company (the “Arrangement”);


 


WHEREAS, Dowco beneficially holds 1,600,000 shares of capital stock of the
Company (the “Dowco Shares”) and Dobbie beneficially holds 9,500,000 shares of
capital stock of the Company;


 


WHEREAS, Dobbie has or is intending to grant to John Casey and John Rea options
to acquire up to 375,000 of Dobbie’s shares of the Company (the “Dobbie Options”);
the 9,500,000 shares in the capital stock of the Company held by Dobbie less
those transferred on exercise of the Dobbie Options are hereinafter called the “Dobbie
Shares” and together with the Dowco Shares the “Subject Shares”;


 


WHEREAS, as a condition to the willingness of Purchaser to enter into the
Acquisition Agreement and incur the obligations set forth therein, Purchaser
has required that the Shareholders agree, and the Shareholders have agreed, to
enter into this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


Section 1. 
Representations, Warranties and Covenants of the Shareholders.


 


(a)           Dowco represents and warrants to
Purchaser and the Company that Dowco is the sole record and beneficial owner of
the Dowco Shares.  Dowco does not own, of
record or beneficially, any shares or beneficial interest of the Company other
than the Dowco Shares.  Dowco has the
sole right to vote, or to dispose of, the Dowco Shares, and none of the Dowco
Shares is subject to any agreement, arrangement or restriction with respect to
the voting of the Dowco Shares, except as contemplated by this Agreement or the
Acquisition Agreement.  There are no
agreements or arrangements of any kind, contingent or otherwise, obligating
Dowco to sell, transfer, assign, grant a participation interest in, option,
pledge, hypothecate or otherwise dispose or encumber any of the Dowco Shares
(other than as contemplated by the Acquisition Agreement).  No Person has any contractual or other right
or obligation to purchase or otherwise acquire any of the Dowco Shares.


 


(b)           Dobbie represents and warrants to
Purchaser and the Company that he is the sole record and beneficial owner of
the Dobbie Shares.  Dobbie does not own,
of record or beneficially, any shares or beneficial interest of the Company
other than the Dobbie Shares.  Dobbie has
the sole right to vote, or to dispose of, the Dobbie Shares, and none of the
Dobbie Shares is subject to any 


 

















 


agreement,
arrangement or restriction with respect to the voting of the Dobbie Shares,
except as contemplated by this Agreement or the Acquisition Agreement.  There are no agreements or arrangements of
any kind, contingent or otherwise, obligating Dobbie to sell, transfer, assign,
grant a participation interest in, option, pledge, hypothecate or otherwise
dispose or encumber any of the Dobbie Shares other than pursuant to the Dobbie
Options (other than as contemplated by the Acquisition Agreement).  No Person has any contractual or other right
or obligation to purchase or otherwise acquire any of the Dobbie Shares other
than pursuant to the Dobbie Options.


 


Section 2. 
Agreement to Vote in Favor and Against. 
Until the termination of this Agreement in accordance with Section 3,
the Shareholders agree, for the benefit of Purchaser and the Company, as
follows:


 


(a)          Agreement
to Vote in Favor.  At any meeting of shareholders of the Company
called to vote upon the Acquisition Agreement and the Arrangement, or at any
adjournment or postponement thereof or in any other circumstances upon which a
vote, consent or other approval (including by written resolution in lieu of a
meeting) with respect to the Acquisition Agreement and the Arrangement is
sought, each of the Shareholders shall irrevocably cause its Subject Shares to
be counted as present for purposes of establishing quorum and shall vote (or
cause to be voted) its Subject Shares (i) in favor of the approval of the
Acquisition Agreement and the Arrangement and each of the transactions
contemplated thereby, and (ii) in favor of any other matter necessary for
the consummation of the Arrangement.


 


(b)          Agreement
to Vote Against.  At any meeting of shareholders of the Company
or at any adjournment or postponement thereof or in any other circumstances
upon which a vote, consent or other approval of all or some of the shareholders
of the Company is sought (including by written consent in lieu of a meeting),
each of the Shareholders shall irrevocably cause its Subject Shares to be
counted as present for purposes of establishing quorum and shall vote (or cause
to be voted) its Subject Shares against (i) any acquisition agreement or
acquisition (other than the Acquisition Agreement and the Arrangement),
consolidation, combination, sale or transfer of a material amount of assets,
amalgamation, plan of arrangement, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company, (ii) any
amendment of Company’s articles or bylaws or other proposal or transaction
involving the Company’s or any of its subsidiaries, which amendment or other
proposal or transaction would in any manner delay, impede, frustrate, prevent
or nullify the Acquisition Agreement or the Arrangement or any of the other transactions
contemplated by the Acquisition Agreement and the Arrangement or change in any
manner the voting rights of the Subject Shares, and (iii) any action,
agreement, transaction or proposal that would result in a breach of any
representation, warranty, covenant, agreement or other obligation of the
Company in the Acquisition Agreement.


 


Section 3. 
Termination.  This Agreement shall terminate upon the
earlier of (i) December 31, 2009 and (ii) the termination of the
Acquisition Agreement in accordance with the terms thereof.  No party hereto shall be relieved from any
liability for breach of this Agreement by reason of any such termination.


 


Section 4. 
Shareholder Capacity.  Each of the Shareholders has
executed this Agreement solely in such Shareholder’s capacity as a shareholder
of the Company.  Without limiting the
foregoing, nothing in this Agreement shall limit or affect any actions taken by
either Shareholder, or any representative of either Shareholder, in his or her
capacity as an officer, director, member, employee or manager of the Company.


 


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Section 5. 
Specific Performance.  Each of the Shareholders
acknowledges and agrees that (i) the covenants, obligations and agreements
of such Shareholder contained in this Agreement relate to special, unique and
extraordinary matters, and (ii) a violation of any of the terms of such
covenants, obligations or agreements will cause the Purchaser irreparable
injury for which adequate remedies are not available at law.  Therefore, each of the Shareholders agrees
that the Purchaser shall be entitled to enforce such covenants and agreements
by specific performance, injunctive relief or by any other means available at
law or in equity (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain such Shareholder
from committing any violation of such covenants, obligations or
agreements.  These injunctive remedies are
cumulative and in addition to any other rights and remedies the Purchaser may
have.


 


Section 6. 
Counterparts.  This Agreement may be executed in one or more
counterparts and by facsimile, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.


 


Section 7. 
Successors and Assigns.  This Agreement shall inure to
the benefit of and bind the parties and their respective heirs, executors,
administrators, personal and legal representatives, successors and permitted
assigns.


 


Section 8.  Jurisdiction.  This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable therein,
without regard to conflicts of law principles. 
The parties hereto shall submit to the exclusive jurisdiction of
the courts of the Province of British Columbia sitting in Vancouver, and hereby
irrevocably waive any claims that such forum is inconvenient or inappropriate.


 


Section 9.  Further Assurances.  Each of the Shareholders, on the one hand,
and Purchaser, on the other hand, will from time to time execute and deliver
all such further documents and instruments and do all such acts and things as
the other party may, either before or after the Effective Date (as such term is
defined in the Acquisition Agreement), reasonably require to effectively carry
out or better evidence or perfect the full intent and meaning of this
Agreement.


 


Section 10. 
Severability.  If any term, condition or provision in this
Agreement is determined to be void or unenforceable in whole or in part, such
term, condition or provision shall be severable from all other terms,
conditions and provisions hereof and shall not affect or impair the validity of
any other term, condition or provisions hereof.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
  NEULION, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:

  	
  (s) Roy. E. Reichbach

  	
   

  	
   

  
	
  Authorized
  signing officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DOWCO
  COMPUTER SYSTEMS LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:

  	
  (s)
  Hugh Dobbie

  	
   

  	
   

  
	
  Authorized
  signing officer

  	
   

  
	
   

  	
   

  
	
  HUGH
  DOBBIE, JR.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (s)
  Hugh Dobbie, Jr.

  	
   

  	
  (s)
  John Rea

  
	
  Hugh
  Dobbie, Jr.

  	
  Witness
  Name:

  
					



 


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