0001214659-12-001134 Sample Contracts

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”).

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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

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”).

February ___, 2012
Loan Restructuring Agreement • March 14th, 2012 • Broadcast International Inc • Services-business services, nec
FORM OF SERIES B WARRANT
Warrant Agreement • March 14th, 2012 • Broadcast International Inc • Services-business services, nec • New York

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 A Warrants (as defined below) and shares of Common Stock for an aggregate purchase price of $.25 per unit (the “Unit Price”). The Holder takes this Warrant subject to

BROADCAST INTERNATIONAL, INC. PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 14th, 2012 • Broadcast International Inc • Services-business services, nec • New York

This COMMON STOCK PURCHASE WARRANT certifies that _____________________, having an address at___________________________________________, or permitted assignees is the registered holder (the “Holder”) of this Common Stock Purchase Warrant (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 has been issued to the Holder in connection with the private placement of securities offered pursuant to those certain Securities Purchase Agreements, dated on or about _______ ___, 2012 (the “Securities Purchase Agreement”).

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