Exhibit
10.2


 


VOTING AGREEMENT


 


THIS VOTING AGREEMENT (this
“Agreement”), dated as of January 6, 2013, between the undersigned
stockholders (“Stockholders”) of AllDigital Holdings, Inc., a Nevada
corporation (the “Company”), and Broadcast International, Inc., aUtah
corporation (“Parent”).


 


RECITALS


 


WHEREAS, concurrently
with or following the execution of this Agreement, the Company, Parent and Alta Acquisition Corporation, a Nevada corporation
and wholly owned subsidiary of Parent (“Merger Sub”), have entered,
or will enter, into an Agreement and Plan of Merger and Reorganization (as the same may be amended from time to time, the “Merger
Agreement”), providing for, among other things, the merger (the “Merger”)
of Merger Sub and the Company pursuant to the terms and conditions of the Merger Agreement;


 


WHEREAS, as a condition
to its willingness to enter into the Merger Agreement, Parent has required that Stockholders execute and deliver this Agreement;
and


 


WHEREAS, in order to induce Parent to enter into the Merger Agreement, each Stockholder is willing to make certain representations,
warranties, covenants and agreements with respect to the shares of common stock, par value $0.001 per share, of the Company (“Company
Common Stock”) beneficially owned by such Stockholder and set forth below such Stockholder's signature on
the signature page hereto (the “Original Shares” and, together with
any additional shares of Company Common Stock pursuant to Section 6 hereof, the “Shares”).


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


	1.		Definitions.



 


For purposes
of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger
Agreement.


 


	2.		Representations of Stockholders.



 


Each Stockholder
represents and warrants to Parent with respect to himself, herself or itself, as applicable, as follows:


 


(a)     (i)
Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free
and clear of all Encumbrances, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements,
arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition, or voting
of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares.


 


(b)     Stockholder does not beneficially
own any shares of Company Common Stock other than (i) the Original Shares, (ii) Company Options, (iii) Company Warrants, and (iv)
any other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into
shares of Company Common Stock, set forth on the signature page of this Agreement.


 



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(c)     Stockholder
has full power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder's obligations
hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and
delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder
in accordance with its terms.


 


(d)     None of the execution and delivery of this Agreement by Stockholder, the consummation
by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict
with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of,
any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Legal
Requirement applicable to Stockholder or to Stockholder's property or assets.


 


(e)     No consent, approval or authorization of,
or designation, declaration or filing with, any Governmental Body or other Person on the part of Stockholder is required in connection
with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder's spouse is
necessary under any “community property” or other Legal Requirement in order for Stockholder to enter into and perform
its obligations under this Agreement.


 


	3.		Agreement to Vote Shares; Irrevocable Proxy.



 


(a)     Each of the Stockholders agrees
during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written
consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written
consent in lieu of any such annual or special meeting of stockholders of the Company: (i) in favor of the Merger and the Merger
Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which
such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Acquisition Proposal, (2) any
action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement,
and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage,
adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent's, the Company's or Merger Sub's
conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including
any amendments to the Company’s articles of incorporation or bylaws).


 


(b)     Each
Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, as proxies and
attorneys-in-fact, with full power of substitution and re substitution, to vote (or act by written consent) during the term
of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is
given to secure the performance of the duties of the Stockholders under this Agreement. Each Stockholder shall take such
further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and
power of attorney granted by the Stockholders shall be irrevocable during the term of this Agreement, shall be deemed to be
coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted
by a Stockholder with respect to such Stockholder’s Shares. The power of attorney granted by a Stockholder herein is a
durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy
and power of attorney granted hereunder shall terminate upon the termination of this Agreement.


 



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	4.		No Voting Trusts or Other Arrangement.



  


Each Stockholder agrees that such
Stockholder will not, and will not permit any entity under such Stockholder's control to, deposit any of such Stockholder’s
Shares in a voting trust, grant any proxies with respect to such Stockholder’s Shares or subject any of such Stockholder’s
Shares to any arrangement with respect to the voting of such Shares other than agreements entered into with Parent.


 


	5.		Transfer and Encumbrance.



 


 Each Stockholder agrees that
during the term of this Agreement, such Stockholder will not, directly or indirectly, transfer, sell, offer, exchange,
assign, pledge or otherwise dispose of or encumber (“Transfer”)
any of such Stockholder’s Shares or enter into any contract, option or other agreement with respect to, or consent to,
a Transfer of, any of such Stockholder’s Shares or such Stockholder's voting or economic interest therein. Any
attempted Transfer of a Stockholder’s Shares or any interest therein in violation of this Section 5 shall be
null and void. This Section 5 shall not prohibit a Transfer of a
Stockholder’s Shares by such Stockholder to any member of such Stockholder's immediate family, or to a trust for the
benefit of such Stockholder or any member of such Stockholder's immediate family, or upon the death of such Stockholder;
provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the
transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms
of this Agreement.


 


	6.		Additional Shares.



 


Each Stockholder
agrees that all shares of Company Common Stock that such Stockholder purchases, acquires the right to vote or otherwise acquires
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of after the execution of this Agreement shall be subject
to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement.


 


	7.		Waiver of Appraisal and Dissenters' Rights.



 


Each Stockholder
hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Merger that such Stockholder
may have by virtue of ownership of such Stockholder’s Shares.


 


	8.		Termination.



 


This Agreement
shall terminate upon the earliest to occur of (i) the Effective Time, and (ii) the date on which the Merger Agreement is terminated
in accordance with its terms.


 


	9.		No Agreement as Director or Officer.



 


No Stockholder
makes any agreement or understanding in this Agreement in such Stockholder's capacity as a director or officer of the Company
or any of its subsidiaries (if such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any
actions or omissions taken by such Stockholder in such Stockholder's capacity as such a director or officer, including in exercising
rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be
construed to prohibit, limit or restrict such Stockholder from exercising such Stockholder's fiduciary duties as an officer or
director to the Company or its stockholders.


 



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	10.		Specific Performance.



 


 Each party
hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply
with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such
failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive
relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and
will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto
agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the
other party's seeking or obtaining such equitable relief.


 


	11.		Entire Agreement.



 


This Agreement
supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains
the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented,
and no provisions hereof may be modified or waived, except by an instrument in writing signed by all of the parties hereto. No
waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by such party, nor shall
any such waiver be deemed a continuing waiver of any provision hereof by such party.


 


	12.		Notices.



 


All notices,
requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when
delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized
overnight courier (receipt requested), (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if
sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient,
or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall
be specified in a notice given in accordance with this Section 12):


 


If to Parent:


 


Broadcast International, Inc.


Attn: President


7050 Union Park Center, 6th Floor


Salt Lake City, Utah 84047


E-mail: jim.solomon@brin.com


 


Copy to:


Holland & Hart LP


Attn: Gregory E. Lindley, Esq.


222 South Main Street, Suite 2200


Salt Lake City, UT 84101


E-mail: GLindley@hollandhart.com


 


If to a Stockholder,
to the address or e-mail address set forth for such Stockholder on the signature page hereof.


 



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	13.		Miscellaneous.



 


(a)     This Agreement
shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice
or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application
of Laws of any jurisdiction other than those of the State of Utah.


 


(b)     EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED
THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(B).


 


(c)     If any term
or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.


 


(d)     This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute
one and the same instrument.


 


(e)     Each party
hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated
by this Agreement.


 


(f)     All Section headings herein are for convenience of reference only and are not part of this Agreement,
and no construction or reference shall be derived there from.


 



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(g)     The obligations
of each Stockholder set forth in this Agreement shall not be effective or binding upon such Stockholder until after such time
as the Merger Agreement is executed and delivered by the Company, Parent and Merger Sub, and the parties agree that there is not
and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set
forth herein.


 


(h)     No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior
written consent of the other parties hereto. Any assignment contrary to the provisions of this Section 13(h)


shall be null and void.


 


[SIGNATURE PAGE FOLLOWS]


 



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


 


	 	PARENT:
	 	Broadcast International, Inc.
	 	By:	/s/ James E. Solomon
	 	Name:	James E. Solomon
	 	Title:	CFO


 



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


 


	 	STOCKHOLDER:
	 	Paul & Kristen Summers Family Trust DTD 4/22/0
	 	By:	/s/ Paul Summers
	 	 	Trustee
	 	Printed Name:	Paul Summers
	 	 	 
	 	By:	/s/ Kristen Summers
	 	 	Trustee
	 	Printed Name:	Kristen Summers


 








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