Broadcast International Inc Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 26th, 2007 • Broadcast International Inc • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 21, 2007, by and among Broadcast International, Inc., a Utah corporation, with headquarters located at 7050 Union Park, Ave. #600, Salt Lake city, Utah 84047 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 22nd, 2006 • Broadcast International Inc • Services-business services, nec • Utah

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 15th day of August, 2006 by and among Broadcast International, Inc., a corporation organized and existing under the laws of the State of Utah (“Broadcast International” or the “Company”), and Yang Lan Studio Ltd.., a Hong Kong Corporation (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Stock Purchase Agreement.

SECURITY AGREEMENT
Security Agreement • December 26th, 2007 • Broadcast International Inc • Services-business services, nec • New York

SECURITY AGREEMENT, dated as of December 21, 2007 (this "Agreement"), made by each of the parties set forth on the signature pages hereto (each a "Grantor" and collectively and together with the Company, the "Grantors"), in favor of Castlerigg Master Investments Ltd., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") to the Secured Parties defined below.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 26th, 2007 • Broadcast International Inc • Services-business services, nec • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 21, 2007, by and among Broadcast International, Inc., a Utah corporation, with headquarters located at 7050 Union Park Avenue, #600, Salt Lake City, Utah 84047 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

STOCK EXCHANGE AGREEMENT Between LASER CORPORATION and THE SHAREHOLDERS OF BI ACQUISITIONS, INC. dba "BROADCAST" Dated October 1, 2003 TABLE OF CONTENTS
Stock Exchange Agreement • October 15th, 2003 • Laser Corp • Miscellaneous electrical machinery, equipment & supplies • Utah
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among WIRELESS RONIN TECHNOLOGIES, INC. BROADCAST ACQUISITION CO. and BROADCAST INTERNATIONAL, INC., Dated as of March 5, 2014
Merger Agreement • March 6th, 2014 • Broadcast International Inc • Services-business services, nec • Minnesota

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 5, 2014, by and among Wireless Ronin Technologies, Inc., a Minnesota corporation (“Parent”), Broadcast Acquisition Co., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Broadcast International, Inc. a Utah corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

SECURITIES PURCHASE AGREEMENT October 28, 2006 among BROADCAST INTERNATIONAL, INC. and Leon Frenkel
Securities Purchase Agreement • November 6th, 2006 • Broadcast International Inc • Services-business services, nec • Utah

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 28, 2006, by and among Broadcast International, Inc., a Utah corporation (the "Company”), and Leon Frenkel (“Purchaser”), for the purchase by the Purchaser of the Company’s 5% Convertible Note Due 2009 (the “Note”), and warrants to purchase shares of the Company’s Common Stock, par value $0.05 per share (the “Common Stock”).

BROADCAST INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 14th, 2012 • Broadcast International Inc • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March ___, 2012, is made and entered into by and between Broadcast International, Inc., a Utah corporation with headquarters located at 7050 Union Park Ave. #600, Salt Lake City, Utah 84047 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2010 • Broadcast International Inc • Services-business services, nec • Utah

THIS AGREEMENT (the “Agreement”) is being made as of the 19th day of September 2008 between BROADCAST INTERNATIONAL, INC., a Utah corporation (the “Company”), having its principal offices at 7050 Union Park Center, Suite 600, Midvale, Utah, 84047 and James E. Solomon, Chief Financial Officer and Secretary, residing at 2051 North Kingston Road, Farmington, Utah 84025.

Contract
Convertible Note Agreement • November 6th, 2006 • Broadcast International Inc • Services-business services, nec • Utah

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. SUCH SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

FORM OF SERIES A WARRANT
Warrant Agreement • March 14th, 2012 • Broadcast International Inc • Services-business services, nec

This COMMON STOCK PURCHASE WARRANT certifies that _____________________, or its permitted assignees is the registered holder (the “Holder”) of this Common Stock Purchase Warrant (including any Common Stock Purchase Warrants issued in exchange, transfer or replacement hereof, the “Warrant”) to purchase shares of the common stock, par value $0.05 per share (the “Common Stock”), of Broadcast International, Inc., a Utah corporation (the “Company”). This Warrant is one of a series of Common Stock Purchase Warrants (collectively, the “SPA Warrants”) issued in connection with the private placement of securities offered to the Holder and certain other investors pursuant to that certain Securities Purchase Agreement, dated March 13, 2012 (the “Securities Purchase Agreement”) and this Warrant was purchased as a unit with the Series B Warrants (as defined below) and shares of Common Stock for an aggregate purchase price of $_________ (the “Unit Price”). The Holder takes this Warrant subject to th

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 28th, 2010 • Broadcast International Inc • Services-business services, nec • New York
VOTING AGREEMENT
Voting Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • Utah

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., a Utah corporation ("Parent").

THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 28th, 2013 • Broadcast International Inc • Services-business services, nec

This THIRD TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of August 26, 2013, by and among Broadcast International, Inc., a Utah corporation (“Parent”), Alta Acquisition Corporation, a Nevada corporation (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”) with respect to the Agreement and Plan of Merger dated January 6, 2013 among Parent, Merger Sub and the Company (including all amendments, the “Merger Agreement”), as previously amended by the First Amendment to Agreement and Plan of Merger dated April 10, 2013 (the “First Amendment”) and the Second Amendment to Agreement and Plan of Merger dated June 27, 2013 (the “Second Amendment”).

AMENDMENT AND SETTLEMENT AGREEMENT
Employment Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • Utah

This Amendment and Settlement Agreement (this “Amendment”) is made and entered into this 6th day of January, 2013 (the Effective Date”) by and between the Broadcast International, Inc., a Utah Corporation (the “Company”), and James E. Solomon (“Employee”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among BROADCAST INTERNATIONAL, INC., ALTA ACQUISITION CORPORATION and
Merger Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • California

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 6, 2013, by and among Broadcast International, Inc. a Utah corporation (“Parent”), Alta Acquisition Corporation, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

BROADCAST INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 14th, 2012 • Broadcast International Inc • Services-business services, nec • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March ___, 2012, is made and entered into by and between Broadcast International, Inc., a Utah corporation with its principal executive offices located at 7050 Union Park Ave. #600, Salt Lake City, Utah 84047 (the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”).

PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • California

This Professional Services Agreement (“Agreement”), is entered into as of January 6, 2013 (the “Effective Date”) by and between AllDigital, Inc., a California Corporation with its principal place of business at 220 Technology Drive, Suite 100, Irvine, CA 92618 (“Company”) and Broadcast International, Inc., a Utah Corporation, with its principal place of business at 7050 Union Park Center #600, Salt Lake City, Utah 84047 (“Customer”).

ESCROW AGREEMENT
Escrow Agreement • August 22nd, 2006 • Broadcast International Inc • Services-business services, nec • Utah

THIS ESCROW AGREEMENT (“Agreement”) is made as of August 15, 2006 by and between Broadcast International, Inc. (the “Company”); Yang Lan Studio Ltd.. (“YLS”); and DLA Piper Rudnick Gray Cary US, LLP (the "Escrow Agent").

TERMINATION AND RELEASE
Exchange Agreement • November 7th, 2007 • Broadcast International Inc • Services-business services, nec • Utah

This Exchange Agreement is made and entered into this ___ day of October, 2007, by and between Broadcast International, Inc., a Utah Corporation (“Broadcast”), Leon Frenkel, an individual (“Frenkel”).

NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT
Note and Warrant Purchase and Security Agreement • December 30th, 2011 • Broadcast International Inc • Services-business services, nec • Pennsylvania

THIS NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT (“Agreement”) is entered into as of December 28, 2011, by and among Broadcast International, Inc., a Utah corporation (the “Company”), BI Acquisitions, Inc., a Utah Corporation (“BIA”), Interact Devices, Inc., a California corporation (“IDI” and, with the Company and BIA, each an “Issuer” and collectively the “Issuers”), Amir L. Ecker as Collateral Agent (the “Collateral Agent”), and the parties indicated as Purchasers on the signature page hereof (each a “Purchaser” and collectively the “Purchasers”).

AMENDMENT TO NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT AND SENIOR SECURED CONVERTIBLE PROMISSORY NOTES
Note and Warrant Purchase and Security Agreement • August 8th, 2013 • Broadcast International Inc • Services-business services, nec

THIS AMENDMENT TO THE NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT dated July 13, 2012 (“Agreement”) and all Senior Secured convertible Promissory Notes issued thereunder (the “Notes”) is entered into as of July 13, 2013, by and among Broadcast International, Inc., a Utah corporation (the “Company”), BI Acquisitions, Inc., a Utah Corporation (“BIA”), Interact Devices, Inc., a California corporation (“IDI” and, with the Company and BIA, each an “Issuer” and collectively the “Issuers”), Amir L. Ecker as Collateral Agent (the “Collateral Agent”), and the parties indicated as Purchasers on the signature page of the Agreement (each a “Purchaser” and collectively the “Purchasers”).

AMENDMENT AND SETTLEMENT AGREEMENT
Amendment and Settlement Agreement • January 7th, 2013 • Broadcast International Inc • Services-business services, nec • Utah

This Amendment and Settlement Agreement (this “Amendment”) is made and entered into this 6th day of January, 2013 (the Effective Date”) by and between the Broadcast International, Inc., a Utah Corporation (the “Company”), and Steve Jones (“Employee”).

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