Exhibit 10.19


 


Contract #
           / DP #
          


 


AMENDMENT # 4

TO THE FIRST AMENDED AND RESTATED

SOFTWARE DISTRIBUTION LICENSE AGREEMENT


 


This AMENDMENT #4 (“Amendment”) to the Software
Distribution License Agreement between Microsoft Corporation (“Microsoft”) and Ezenia!
Inc. (“Company”), effective January    , 2008 (“Agreement”) is
made and entered into as of December    , 2008 (the “Amendment
Effective Date”).


 


RECITALS


 


WHEREAS, Company and PlaceWare, Inc. entered into
a Software Distribution License Agreement on March 26, 2003.


 


WHEREAS, Microsoft acquired PlaceWare and subsequently
the parties entered into the First Amended and Restated Software Distribution
License Agreement effective as of January 1st, 2005.


 


WHEREAS, the parties entered into Amendment #3 to the
First Amended and Restated Software Distribution License Agreement effective as
of January 1st, 2005 (the Amended
and Restated Software Distribution License Agreement and the Amendment #3 are
collectively referred to as the “Agreement”).


 


WHEREAS the parties wish to amend the Agreement as
follows:


 


AGREEMENT


 


NOW, THEREFORE, in consideration of
the mutual promises herein and for good valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.               Section 6.1.1
is replaced with the following:


 


6. 1. 1     Minimum
Royalty Payment During Extension Term.  During the Extension
Term, Company agrees to pay Microsoft a cumulative minimum of Four Million Four
Hundred Fifty Thousand US Dollars ($4,450,000.00) (“Extension Term Minimum
License Fee Payment”). During each period of the Extension Term identified
below, Company agrees to pay Actual License Fees as set forth below:


 


	
  Period of Extension Term

  	
   

  	
  Actual License Fee

  	
   

  	
  Payment Due Date

  	
   

  
	
  January 1 – June 30, 2007

  	
   

  	
  $

  	
  500,000.00

  	
   

  	
  June 30,
  2007

  	
   

  
	
  July 1 – December, 2007

  	
   

  	
  $

  	
  1,200,000.00

  	
   

  	
  December 31,
  2007

  	
   

  
	
  January 1 – December 3l, 2008

  	
   

  	
  $

  	
  154,000

  	
   

  	
  Per agreed
  upon payment schedule.

  	
   

  
	
  January 1 – December 31, 2009

  	
   

  	
  $

  	
  1,040,000

  	
   

  	
   

  	
   

  
	
  January 1 – December 31, 2010

  	
   

  	
  $

  	
  1,080,000

  	
   

  	
  Per agreed
  upon payment schedule.

  	
   

  
	
  January 1,
  2011 – June 29, 2011

  	
   

  	
  $

  	
  476,000

  	
   

  	
   

  	
   

  



 


Any Actual License Fees
above the minimum commitment for a given period will count towards the Extension
Term Minimum License Fee Payment.


 


2.               Section12.1 is
replaced with the following:  12.1 Term. 
Unless earlier termination pursuant to Section 12.2 and subject to the
provisions of this Section 12.1, the term of this Agreement will begin on
the Effective Date and will expire after a period of one (1) year (“Initial
Term”), provided that the parties may agree to extend the term of the Agreement
for four additional one (1) year terms (each an “Extension Term” and
together with the Initial Term, the “Term”), subject to the parties reaching
agreement in writing on pricing and minimum license fee payments for the coming
year at least sixty (60) days prior to each anniversary of the Effective Date.
If the parties fail to reach such agreement, this Agreement will automatically
expire on the first or second anniversary of the Effective Date, as the case
may be. Neither party will be entitled to any compensation or damages of any
nature as a result of the expiration of this Agreement or the termination of
this Agreement pursuant to this Section 12.


 

















 


3.               Section 12.1.1
is hereby added to the Agreement as follows: 12.1.1 Extension Term.  The parties agree to extend the Term of the Agreement to
June 29, 2011. For the purposes of
this Amendment the period commencing on January 1, 2008 and terminating on June 29, 2011 shall be referred
to as the “Extension Term.”


 


4.               Except as expressly amended by this Amendment, the Agreement remains in full force and effect.


 


IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment effective as of the date
first set forth above.


 


 


MICROSOFT
CORPORATION


 


 


	
  By:

  	
  /s/ Kelly P.
  Waldher

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Kelly P.
  Waldher

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  1/7/09

  	
   

  



 


 


EZENIA! INC.


 


 


	
  By:

  	
  /s/ Kevin
  Hachett

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Kevin
  Hachett

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  12/19/08

  	
   

  



 

















 


Microsoft
Payment Plan - Amendment IV


 


	
   

  	
   

  	
  1ST HALF

  	
   

  	
  2ND HALF

  	
   

  	
  TOTAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
   

  	
   

  	
  $

  	
  154,000

  	
   

  	
  $

  	
  154,000

  	
   

  
	
  2009

  	
   

  	
  $

  	
  400,000

  	
   

  	
  $

  	
  640,000

  	
   

  	
  $

  	
  1,040,000

  	
   

  
	
  2010

  	
   

  	
  $

  	
  540,000

  	
   

  	
  $

  	
  540,000

  	
   

  	
  $

  	
  1,080,000

  	
   

  
	
  2011

  	
   

  	
  $

  	
  476,000

  	
   

  	
   

  	
   

  	
  $

  	
  476,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  1,416,000

  	
   

  	
  $

  	
  1,334,000

  	
   

  	
  $

  	
  2,750,000