0001023175-07-000280 Sample Contracts

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").

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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").

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.

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