SECURITIES PURCHASE AGREEMENT October 28, 2006 among BROADCAST INTERNATIONAL, INC. and Leon FrenkelSecurities 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”).
ContractBroadcast International Inc • November 6th, 2006 • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2006 • Broadcast International Inc • Services-business services, nec • Utah
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 28th day of October, 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 Leon Frenkel (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Securities Purchase Agreement.
