INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 28th, 2010 • Broadcast International Inc • Services-business services, nec • New York
Subscription AgreementSubscription Agreement • December 28th, 2010 • Broadcast International Inc • Services-business services, nec • Pennsylvania
December 23, 2010Broadcast International Inc • December 28th, 2010 • Services-business services, nec • New York
Reference is hereby made to that certain Loan Restructuring Agreement, dated as of December 16, 2010 (the “Loan Restructuring 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”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Restructuring Agreement.
BROADCAST INTERNATIONAL, INC. Common Stock and Warrants PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 28th, 2010 • Broadcast International Inc • Services-business services, nec • Pennsylvania
Broadcast International, Inc., a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell for an aggregate of minimum gross consideration of $10,000,000 (the “Minimum Offering”) and an aggregate gross maximum consideration of $15,000,000 (the “Maximum Offering”), Units (the “Units”), with each Unit comprising two (2) shares (the “Shares”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”), and a warrant to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants;” the Units, the Shares and the Warrants are hereby referred to as the “Securities”). The Securities are more fully described in the Company’s Private Placeme
