-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AxdplG4D931MrdohcfzWt4FhHgebunrzSWaQEtirSw5DH+9rfEwcaA0eej9/uiC/ x6bI7gpX7kZthvqBfoscjA== 0001116502-08-000466.txt : 20080318 0001116502-08-000466.hdr.sgml : 20080318 20080318172943 ACCESSION NUMBER: 0001116502-08-000466 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080318 DATE AS OF CHANGE: 20080318 GROUP MEMBERS: BROADCASTER, LLC GROUP MEMBERS: NOLAN QUAN GROUP MEMBERS: SOFTWARE PEOPLE, LLC GROUP MEMBERS: TRANS GLOBAL MEDIA, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quan Nolan CENTRAL INDEX KEY: 0001363679 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 818 262 7900 MAIL ADDRESS: STREET 1: 4204 TOLUCA LAKE CITY: TOLUCA LAKE STATE: CA ZIP: 91602 FORMER COMPANY: FORMER CONFORMED NAME: Quon Nolan DATE OF NAME CHANGE: 20060522 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADCASTER INC CENTRAL INDEX KEY: 0000814929 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942862863 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39723 FILM NUMBER: 08697330 BUSINESS ADDRESS: STREET 1: 9201 OAKDALE AVENUE STREET 2: SUITE 200 CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: (818) 206-9274 MAIL ADDRESS: STREET 1: 9201 OAKDALE AVENUE STREET 2: SUITE 200 CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MICROCOMPUTER SOFTWARE INC /CA/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 quansc13d.htm SC 13D/A United States Securities and Exchange Commission EDGAR Filing

   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4) 1

BROADCASTER, INC.

(formerly International Microcomputer Software, Inc.)

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

459862306

(CUSIP Number)

Nolan Quan

9201 Oakdale Avenue

Suite 201

Chatsworth, CA 91311

(323) 988-0754

With copies to:

Lehman & Eilen LLP

20283 State Road 7, Suite 300

Boca Raton, FL 33498

Attention: Hank Gracin, Esq.

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March  13, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note :  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.



———————

1   The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






 





 

 

 

CUSIP No.  459862306

13D

Page 2 of 8


 

 

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Nolan Quan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)   [X]

(b)   [   ]

3

SEC USE ONLY

4

SOURCE OF FUNDS*


OO (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION


United States


                               

NUMBER OF

7

SOLE VOTING POWER


12,650,000 (1)

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER


EACH

REPORTING

PERSON

9

SOLE DISPOSITIVE POWER


22,490,000  (2)

WITH

 

10

SHARED DISPOSITIVE POWER

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


22,490,000(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


43.8% (3)

14

TYPE OF REPORTING PERSON*


IN -- Individual.

(1)

Excludes 9,840,000 shares which Mr. Wade has the power to vote pursuant to the terms of a voting trust agreement that he entered into with Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC, entities controlled by Mr. Nolan Quan.

(2)  Includes an aggregate of 9,840,000 shares that are subject to an option granted to Mr. Wade by Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC, entities controlled by Mr. Nolan Quan. The option is currently exercisable.

(3)

Based upon 51,342,453 shares of common stock outstanding as of December 31, 2007 as reported in the Broadcaster, Inc quarterly report on Form 10-QSB for the quarter ended December 31, 2007, which was filed with the Securities and Exchange Commission on February 19, 2008.












 

CUSIP No.  459862306

13D

Page 3 of 8

 

 

 

 

 

 

 

 


1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Software People, LLC  

IRS# 20-2631040

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)   [X]

(b)   [   ]

3

SEC USE ONLY

4

SOURCE OF FUNDS*


OO (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION


Wyoming


                               

NUMBER OF

7

SOLE VOTING POWER


2,800,000(1)

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

PERSON

9

SOLE DISPOSITIVE POWER


5,120,000(2)

WITH

 

10

SHARED DISPOSITIVE POWER

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


5,120,000(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


9.97% (3)

14

TYPE OF REPORTING PERSON*


OO – Other

(1)

Excludes 2,320,000 shares of common stock owned by Software People LLC which Mr. Wade has the power to vote pursuant to the terms of a voting trust agreement that he entered into with Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC, entities controlled by Mr. Nolan Quan

(2)

Includes 2,320,000 shares that are subject to an option granted to Mr. Wade by Software People LLC. The option  is currently exercisable.

(3)

Based upon 51,342,453 shares of common stock outstanding as of December 31, 2007 as reported in the Broadcaster, Inc quarterly report on Form 10-QSB for the quarter ended December 31, 2007, which was filed with the Securities and Exchange Commission on February 19, 2008.





 

 

 

 

 

CUSIP No.  459862306

13D

Page 4 of 8

 

 

 

 


1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Trans Global Media, LLC

IRS# 16-1634586

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)   [X]

(b)   [   ]

3

SEC USE ONLY

4

SOURCE OF FUNDS*


OO (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION


Wyoming


                               

NUMBER OF

7

SOLE VOTING POWER


2,800,000(1)

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

PERSON

9

SOLE DISPOSITIVE POWER


5,120,000(2)

WITH

 

10

SHARED DISPOSITIVE POWER

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


5,120,000(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


9.97% (3)

14

TYPE OF REPORTING PERSON*


OO – Other

(1)  Excludes 2,320,000 shares of common stock owned by Trans Global Media LLC which Mr. Wade has the power to vote pursuant to the terms of a voting trust agreement that he entered into with Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC, entities controlled by Mr. Nolan Quan

(2)  Includes 2,320,000 shares that are subject to an option granted to Mr. Wade by Trans Global Media LLC. The option  is currently exercisable.

(4)

Based upon 51,342,453 shares of common stock outstanding as of December 31, 2007 as reported in the Broadcaster, Inc quarterly report on Form 10-QSB for the quarter ended December 31, 2007, which was filed with the Securities and Exchange Commission on February 19, 2008.








 

 

 

CUSIP No.  459862306

13D

Page 5 of 8


 

 

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Broadcaster, LLC

IRS# 74-3100476

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)   [X]

(b)   [   ]

3

SEC USE ONLY

4

SOURCE OF FUNDS*


OO (See Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION


Nevada


                               

NUMBER OF

7

SOLE VOTING POWER


5,600,000(1)

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

PERSON

9

SOLE DISPOSITIVE POWER


9,640,000(2)

WITH

 

10

SHARED DISPOSITIVE POWER

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


9,640,000(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


18.77% (3)

14

TYPE OF REPORTING PERSON*


OO -- Other

(1)  Excludes 4,040,000 shares of common stock owned by Broadcaster LLC which Mr. Wade has the power to vote pursuant to the terms of a voting trust agreement that he entered into with Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC, entities controlled by Mr. Nolan Quan

(2)  Includes  4,040,000 shares that are  subject to an option granted to Mr. Wade by Broadcaster LLC. The option  is currently exercisable.

(3)

Based upon 51,342,453 shares of common stock outstanding as of December 31, 2007 as reported in the Broadcaster, Inc quarterly report on Form 10-QSB for the quarter ended December 31, 2007, which was filed with the Securities and Exchange Commission on February 19, 2008.





 

 

 

CUSIP No.  459862306

13D

Page 6 of 8


This Amendment No. 4 to Schedule 13D is being filed by Nolan Quan. Mr. Quan filed an original Schedule 13D dated June 1, 2006 (the “Original 13D”), Amendment No. 1 dated February 5, 2007, Amendment No. 2 dated April 2, 2007 and Amendment No. 3 dated December 26, 2007.


Item 4.  

Purpose of the Transaction.


Item 4 is hereby amended by adding the following:


On March 13, 2008, each of Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC, entities controlled by Mr. Nolan Quan, respectively granted Mr. Wade the option to purchase 2,320,000, 2,320,000, 4,040,000 and 1,160,000 shares of the common stock of Broadcaster, Inc.  In addition, they also each executed a voting trust agreement pursuant to which they gave Mr. Wade the right and power to vote the shares.


Item 5.  Interest in Securities of the Issuer.


The first three paragraphs of Item 5 are hereby amended by as follows:


On March  13, 2008, each of Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC, entities controlled by Mr. Nolan Quan, respectively granted Mr. Wade the option to purchase  2,320,000, 2,320,000, 4,040,000 and 1,160,000 shares of the common stock of Broadcaster, Inc.  In addition, they also each executed a voting trust agreement pursuant to which they gave Mr. Wade the right and power to vote the shares. Each of these entities has the sole power to dispose of the shares subject to the voting trust agreement but not the power to vote such shares.


Mr. Quan is the beneficial owner of 50,000 shares of Broadcaster Common Stock of The Rosen-Quan Family Trust dtd 9/30/99 (the “Rosen-Quan Family Trust”) of which he is a trustee, of which he has sole voting and disposition power. Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC are the owners of  an aggregate of 22,440,000 shares of Broadcaster Common Stock, 12,600,000 of which they have sole voting and disposition power and 9,840,000 of which they have sole disposition power but no voting power. Because of Mr. Quan’s relationship with Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC, he is the beneficial owner of the 22,440,000 shares of Common Stock owned by the entities. Accordingly, Mr. Quan has the sole power to sell 22,490,000 shares of Broadcaster Common Stock and sole power to vote 12,650,000 of such shares.


Software People, LLC, Trans Global Media, LLC, AccessMedia Technologies, LLC, Broadcaster, LLC and The Rosen-Quan Family Trust dtd 7/30/99, the reporting entities which comprise part of Mr. Quan’s group, own the following shares of Broadcaster Common Stock:



Name

Combined

Beneficial

Ownership

Percentage of Class

Beneficially Owned

Sole Voting Power

Sole  Power to Sell

Software People, LLC

5,120,000

  9.97%

2,800,000

5,120,000

Trans Global Media, LLC

5,120,000

  9.97%

2,800,000

5,120,000

AccessMedia Technologies, LLC

2,560,000

  4.99%

1,400,000

2,560,000

Broadcaster, LLC

9,640,000

18.78%

5,600,000

9,640,000

Rosen-Quan Family Trust

     50,000

*

     50,000

     50,000


*

Represents less than 1% of the shares outstanding


Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.


Item 6 is hereby amended and restated  with the following:



As previously stated Mr. Wade and the Quan Entities are parties to an option agreement pursuant to which Mr. Wade was granted an option to purchase 9,840,000 shares of the common stock of Broadcaster, Inc. owned by such entities.  In addition, Mr. Wade and the entities are also parties to a Voting Trust Agreement pursuant to which Mr. Wade was given the right and power to vote the shares until the expiration of the option.








CUSIP No.  459862306

13D

Page 7 of 8



Item 7.  Material to be filed as Exhibits.


The following documents are filed as exhibits:

1.

Option Agreement dated as of  March  13, 2008 between Martin R. Wade, III and Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC

2.

Voting Trust Agreement dated as of March  13, 2008 between Martin R. Wade, III and Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC


 

 

 

 






 

 

 

CUSIP No.  459862306

13D

Page 8 of 8


 

 

 


SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: March  18, 2008


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Nolan Quan

 

 

 

Nolan Quan



Attention.  Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).



















EX-1 2 ex1.htm AGREEMENT EXHIBIT 1

EXHIBIT 1

OPTION AGREEMENT


THIS AGREEMENT made as of this 13th day of March, 2008, by and between Software People LLC, a Wyoming limited liability company, Trans Global Media LLC, a Wyoming limited liability company, Broadcaster LLC, a Nevada limited liability company and Accessmedia Technologies LLC, a Wyoming limited liability company (the four limited liability companies being hereinafter referred to as the “LLCs” and having an address at 9201 Oakdale Avenue, Suite 201, Chatsworth, California 91311), and Martin R. Wade, III, an individual residing at 421 Berkley Road, Stone Harbor,, New Jersey 08247 (hereinafter referred to as the “Grantee”).


W I T N E S S E T H


WHEREAS, Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC each respectively own 2,320,000, 2,320,000, 4,040,000 and 1,160,000 shares of the common stock of Broadcaster, Inc. (the “Company”) (All of the shares set forth in this paragraph are hereinafter referred to as the “Shares”);


WHEREAS, the LLCs have determined to grant to the Grantee an Option to purchase the Shares in accordance with the terms and conditions set forth in this Agreement;


NOW, THEREFORE, the LLCs and the Grantee do hereby agree as follows:


1.

The LLCs hereby grant to the Grantee an option (hereinafter referred to as the “Option”) to purchase from each, upon the terms and conditions hereinafter set forth, the Shares for a purchase price of $.25 per share. Grantee hereby delivers to One Thousand Dollars ($1,000) in consideration for the granting of the Option.


2.

The Option shall terminate three years from the date of this Agreement.


3.

The Option may be exercised, in whole or in part, by the delivery by the Grantee (or his legal representative) of written notice to the LLCs, at the mailing address listed above personally or by certified mail. Payment for the Shares shall be in certified or cashier’s check or personal check, or, such other form of payment acceptable to the LLCs.


4.

If the Shares outstanding are changed in number of class by reason of a split-up, merger, consolidation, recapitalization, reorganization, reclassification, or any capital adjustment; including a distribution of Shares, an appropriate adjustment shall be made in the number of Shares or other securities as to which the Option, or any thereof then unexercised, shall be exercisable and the option price per share thereof. Adjustments under this Paragraph 4 shall be made in an equitable manner by the Board of Directors of the Company, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. If any distribution is made to the LLCs in




the form of securities of the Company, the securities shall be deemed to be Shares and shall be subject to the terms of this Agreement.


5.

The Grantee shall have no rights as a shareholder with respect to the Shares covered by the Option other than the rights set forth in the Voting Trust Agreement dated as of the date hereof between the LLCs and Grantee until payment for such Shares shall have been made in full and until the date of the issuance to him of a certificate for such Shares.


6.

Nothing herein contained shall impose any obligations upon the Grantee to exercise the Option or any part thereof.


7.

Unless the Shares to be acquired pursuant to the exercise of the Option shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), prior to such exercise, each notice of the exercise of the Option shall include a representation that any of the Option Shares purchased shall be acquired for investment only and not with a view to, or for sale in connection with, any public distribution, and that any subsequent resale of any of such Shares either shall be made pursuant to a registration statement under the Securities Act which has become effective and is current with regard to the Shares being sold, or shall be made pursuant to an exemption from registration under the Securities Act. In addition, the certificates representing such Shares shall bear a legend in substantially the following form:


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


8.

The Option shall not be subject to anticipation, sale, assignment, pledge, encumbrance or charge except by will or by the laws of descent and distribution. The Option shall be exercisable during the Grantee’s lifetime solely by the Grantee and after his death, solely by his duly qualified personal representative or representatives. This Agreement shall be binding upon the personal representatives, heirs and distributes of the Grantee. No amendment or alteration of the terms of this Option shall be valid unless made in writing and signed by both of the parties hereto.


9.

This Option shall be governed in all respects by the laws of the State of California.


10.

This Option contains the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributees, successors and assigns.





11.

Any notices required or permitted to be given hereunder shall be sufficient if in writing, and if delivered by hand or sent by certified mail to the addresses set forth above or such other address as either party may from time to time designate in writing to the other, and shall be deemed given as of the date of the delivery or mailing.


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


 

/s/ Martin R. Wade, III

 

Martin R. Wade, III



         

Software People LLC

 

 

 

 

By:  

/s/ Nolan Quan

 

 

Nolan Quan,

as managing member

 

 

 

 

         

Trans Global Media LLC

 

 

 

 

By:  

/s/ Nolan Quan

 

 

Nolan Quan,

as the managing member

 

 

 

 

         

Broadcaster LLC

 

 

 

 

By:  

/s/ Nolan Quan

 

 

Nolan Quan,

as the managing member

 

 

 

 

         

Accessmedia Technologies LLC

 

 

 

 

By:  

/s/ Nolan Quan

 

 

Nolan Quan,

as the managing member

 

 





EX-2 3 ex2.htm AGREEMENT EXHIBIT 2

EXHIBIT 2

VOTING TRUST AGREEMENT


THIS AGREEMENT made as of this 13th day of March, 2008, by and between Software People LLC, a Wyoming limited liability company, Trans Global Media LLC, a Wyoming limited liability company, Broadcaster LLC, a Nevada limited liability company and Accessmedia Technologies LLC, a Wyoming limited liability company (the four limited liability companies being hereinafter referred to as the “LLCs” with an address at 9201 Oakdale Avenue, Chatsworth, California 91311), and Martin R. Wade, III, an individual residing at 421 Berkley Road, Stone Harbor, New Jersey 08247 (hereinafter referred to as the “Voting Trustee”).


W I T N E S S E T H


WHEREAS, Software People LLC, Trans Global Media LLC, Broadcaster LLC and Accessmedia Technologies LLC each respectively own 2,320,000, 2,320,000, 4,040,000 and 1,160,000 shares of the common stock of Broadcaster, Inc. (“the Company”). (All of the shares set forth in this paragraph are hereinafter referred to as the “Shares”);


WHEREAS, the LLCs and the Voting Trustee have entered into an Option Agreement dated as of the date hereof (the “Option Agreement”) pursuant to which the LLCs, have granted to the Voting Trustee an option to purchase the Shares in accordance with the terms and conditions set forth in this Agreement;


WHEREAS, as an inducement for the Voting Trustee to enter into the Option Agreement, the LLCs have given the Voting Trustee the right and power to vote the Shares during the term of the Option Agreement;


NOW, THEREFORE, the LLCs and the Voting Trustee do hereby agree as follows:


1.

Voting Rights and Powers


Until such time as the Option Agreement expires or the Voting Trustee mails a notice indicating his desire to terminate this Agreement, the Voting Trustee shall have full, exclusive and unqualified right and power to vote, and to execute consents with respect to, the Shares from and after the date hereof, for any purpose, whether ordinary or extraordinary, including all matters as to which a vote or consent of shareholders may be required by statute or otherwise. Without limiting the generality of the foregoing, the Voting Trustee may vote the Shares for or in ratification of, or against, the election of directors including the election of himself as a director, the appointment of auditors, any amendment to the certificate of incorporation or the bylaws, any recapitalization, reorganization, merger, consolidation, liquidation, dissolution, or any sale, lease or exchange of all or substantially all of the assets of the Company. The LLCs shall be bound by any such vote as if made by them directly and shall have no right to demand an appraisal of the Shares in any circumstances or object to any such transaction, all of which rights are hereby waived.


2.

Miscellaneous


(a)

The Voting Trustee shall not be liable for any error of judgment or mistake of law or other mistakes, or for any act or omission of any agent or attorney, or for any unintentional misconstruction of this Agreement, or for any invalidity, irregularity or unenforceability of this Agreement, or for any part or provision hereof, or for action of any sort taken or omitted to be taken under this Agreement or in the management of the affairs of the Company.




(b)

This Agreement shall bind the respective parties hereto and each of their transferees, successors, executors, administrators, and assigns.

(c)

This Agreement shall be governed by the laws of the State of California.

(d)

If any provision of this Agreement shall be held invalid by a court of competent jurisdiction, the remainder of the Agreement shall not be affected thereby.

(e)

In the event the Voting Trustee becomes incapacitated or in unable to vote the shares, then the voting power temporarily reverts back to the LLC’s. In the event of the death of the Voting Trustee, this Agreement is void.

(f)

Voting Trustee agrees to indemnify the LLS’s and any of its members for any actions or cause of actions related to any actions made by Voting Trustee.


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year written above.


         

Software People LLC

 

 

 

 

By:  

/s/ Nolan Quan

 

 

Nolan Quan,

as managing member

 

 

 

 

         

Trans Global Media LLC

 

 

 

 

By:  

/s/ Nolan Quan

 

 

Nolan Quan,

as the managing member

 

 

 

 

         

Broadcaster LLC

 

 

 

 

By:  

/s/ Nolan Quan

 

 

Nolan Quan,

as the managing member

 

 

 

 

         

Accessmedia Technologies LLC

 

 

 

 

By:  

/s/ Nolan Quan

 

 

Nolan Quan,

as the managing member

 

 

 

 

         

Voting Trustee

 

 

 

 

By:  

/s/ Martin R. Wade, III

 

 

Martin R. Wade, III




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