0001023175-10-000367 Sample Contracts

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 22nd, 2010 • Broadcast International Inc • Services-business services, nec • New York

INVESTOR RIGHTS AGREEMENT dated as of December __, 2010 (this “Agreement”), by and between Broadcast International, Inc., a Utah corporation (the ”Company”), and Castlerigg Master Investments Ltd., a fund advised by Sandell Asset Management Corp. (the “Lender”).

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WARRANT FOR COMMON STOCK
Broadcast International Inc • December 22nd, 2010 • Services-business services, nec • New York

Right to purchase ______________ (_____) shares (subject to adjustment) of the common stock, $.05 par value (the “Stock”), of BROADCAST INTERNATIONAL, INC., a Utah corporation (the “Company”).

LOAN RESTRUCTURING AGREEMENT
Loan Restructuring Agreement • December 22nd, 2010 • Broadcast International Inc • Services-business services, nec • New York

This LOAN RESTRUCTURING AGREEMENT, dated as of December 16, 2010 (this “Agreement”), is entered into by and between Broadcast International, Inc., a Utah corporation (the “Company”), and Castlerigg Master Investments Ltd., a fund advised by Sandell Asset Management Corp. (the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 1 hereof.

AMENDMENT TO 8% CONVERTIBLE NOTE DUE 2010 OF BROADCAST INTERNATIONAL, INC.
Broadcast International Inc • December 22nd, 2010 • Services-business services, nec

Whereas, on or about October 16, 2006, Leon Frenkel (“Holder”) and Broadcast International, inc. (“Company”) entered into a Securities Purchase Agreement and that certain 5% Convertible Note Due 2009 (“Note”) as amended on December 22, 2009 to extend the Final Maturity Date and amend the interest rate to 8% and further amended the Final Maturity Date on November 15, 2010,

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