**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 corporationexisting 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 theProvince of British Columbia (“Dowco” and, together with Dobbie, sometimesherein collectively referred to as the “Shareholders”).

 

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

 

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

 

**WHEREAS,**Dobbie has or is intending to grant to John Casey and John Rea optionsto 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 lessthose transferred on exercise of the Dobbie Options are hereinafter called the “DobbieShares” and together with the Dowco Shares the “Subject Shares”;

 

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

 

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

 

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

 

(a)           Dowco represents and warrants toPurchaser and the Company that Dowco is the sole record and beneficial owner ofthe Dowco Shares.  Dowco does not own, ofrecord or beneficially, any shares or beneficial interest of the Company otherthan the Dowco Shares.  Dowco has thesole right to vote, or to dispose of, the Dowco Shares, and none of the DowcoShares is subject to any agreement, arrangement or restriction with respect tothe voting of the Dowco Shares, except as contemplated by this Agreement or theAcquisition Agreement.  There are noagreements or arrangements of any kind, contingent or otherwise, obligatingDowco 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 rightor obligation to purchase or otherwise acquire any of the Dowco Shares.

 

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

 

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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 ofany kind, contingent or otherwise, obligating Dobbie to sell, transfer, assign,grant a participation interest in, option, pledge, hypothecate or otherwisedispose or encumber any of the Dobbie Shares other than pursuant to the DobbieOptions (other than as contemplated by the Acquisition Agreement).  No Person has any contractual or other rightor obligation to purchase or otherwise acquire any of the Dobbie Shares otherthan 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, asfollows:

 

*(a)          Agreementto Vote in Favor*.  At any meeting of shareholders of the Companycalled to vote upon the Acquisition Agreement and the Arrangement, or at anyadjournment or postponement thereof or in any other circumstances upon which avote, consent or other approval (including by written resolution in lieu of ameeting) with respect to the Acquisition Agreement and the Arrangement issought, each of the Shareholders shall irrevocably cause its Subject Shares tobe counted as present for purposes of establishing quorum and shall vote (orcause to be voted) its Subject Shares (i) in favor of the approval of theAcquisition Agreement and the Arrangement and each of the transactionscontemplated thereby, and (ii) in favor of any other matter necessary forthe consummation of the Arrangement.

 

*(b)          Agreementto Vote Against*.  At any meeting of shareholders of the Companyor at any adjournment or postponement thereof or in any other circumstancesupon which a vote, consent or other approval of all or some of the shareholdersof the Company is sought (including by written consent in lieu of a meeting),each of the Shareholders shall irrevocably cause its Subject Shares to becounted as present for purposes of establishing quorum and shall vote (or causeto be voted) its Subject Shares against (i) any acquisition agreement oracquisition (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) anyamendment of Company’s articles or bylaws or other proposal or transactioninvolving the Company’s or any of its subsidiaries, which amendment or otherproposal or transaction would in any manner delay, impede, frustrate, preventor nullify the Acquisition Agreement or the Arrangement or any of the other transactionscontemplated by the Acquisition Agreement and the Arrangement or change in anymanner the voting rights of the Subject Shares, and (iii) any action,agreement, transaction or proposal that would result in a breach of anyrepresentation, warranty, covenant, agreement or other obligation of theCompany in the Acquisition Agreement.

 

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

 

**Section 4. Shareholder Capacity**.  Each of the Shareholders hasexecuted this Agreement solely in such Shareholder’s capacity as a shareholderof the Company.  Without limiting theforegoing, nothing in this Agreement shall limit or affect any actions taken byeither Shareholder, or any representative of either Shareholder, in his or hercapacity as an officer, director, member, employee or manager of the Company.

 

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**Section 5. Specific Performance**.  Each of the Shareholdersacknowledges and agrees that (i) the covenants, obligations and agreementsof such Shareholder contained in this Agreement relate to special, unique andextraordinary matters, and (ii) a violation of any of the terms of suchcovenants, obligations or agreements will cause the Purchaser irreparableinjury for which adequate remedies are not available at law.  Therefore, each of the Shareholders agreesthat the Purchaser shall be entitled to enforce such covenants and agreementsby specific performance, injunctive relief or by any other means available atlaw or in equity (without the requirement to post bond) as a court of competentjurisdiction may deem necessary or appropriate to restrain such Shareholderfrom committing any violation of such covenants, obligations oragreements.  These injunctive remedies arecumulative and in addition to any other rights and remedies the Purchaser mayhave.

 

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

 

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

 

**Section 8.  Jurisdiction**.  ThisAgreement shall be governed by and construed in accordance with the laws of theProvince 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 ofthe courts of the Province of British Columbia sitting in Vancouver, and herebyirrevocably 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 deliverall such further documents and instruments and do all such acts and things asthe other party may, either before or after the Effective Date (as such term isdefined in the Acquisition Agreement), reasonably require to effectively carryout or better evidence or perfect the full intent and meaning of thisAgreement.

 

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

 

**[SIGNATURE PAGE FOLLOWS]**

 

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INWITNESS WHEREOF, the parties hereto have executed this Agreement as of the datefirst 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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