Common use of Additional Investment Right Clause in Contracts

Additional Investment Right. To Purchase 6% Senior Secured Convertible Notes Due 2008 and Warrants to Purchase Common Stock of Broadcast International, Inc. THIS ADDITIONAL INVESTMENT RIGHT (this "Additional Investment Right") CERTIFIES that, for value received, _____________ (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Additional Investment Right (the "Initial Exercise Date") and on or prior to the 90th calendar day following the date that the Registration Statement is declared effective by the Commission (the "Termination Date"), but not thereafter, to subscribe for and purchase from Broadcast International, Inc., a Utah corporation (the "Company"), up to (i) $_________ original principal amount of Notes, each such Note to be in the form of Exhibit B attached to the Securities Purchase Agreement (each such Note, an "Additional Note"), (ii) ____ Series A Warrants, each such Series A Warrant to be in the form of Exhibit C-1 attached to the Securities Purchase Agreement (each such Series A Warrant, an "Additional Series A Warrant"), and (iii) ____ Series B Warrants, each such Series B Warrant to be in the form of Exhibit C-2 attached to the Securities Purchase Agreement (each such Series B Warrant, an "Additional Series B Warrant"). The Additional Notes, Additional Series A Warrants and Additional Series B Warrants are referred to herein as the "Additional Investment Right Securities". The exercise price payable to the Company upon the exercise of this Additional Investment Right shall be $1.00 for each $1.00 of original principal amount of Additional Notes, 0.2 Additional Series A Warrants, and 0.2 Additional Series B Warrants purchased and subscribed for upon the exercise of this Additional Investment Right (the "Exercise Price"). By way of example, if the Holder exercises this Additional Investment Right for a total of $100,000 in Exercise Price, it will receive (a) an Additional Note in the original principal amount of $100,000, (b) 20,000 Additional Series A Warrants, and (c) 20,000 Additional Series B Warrants. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), dated May 16, 2005, among the Company and the Purchasers signatory thereto.

Additional Investment Right. To Purchase 6for up to [40% Senior Secured Convertible OF NOTE PRINCIPAL] of Principal Amount of convertible Notes Due 2008 and Warrants to Purchase Common Stock of Broadcast International, Inc. Purchase Warrants of: THIS ADDITIONAL INVESTMENT RIGHT (this the "Additional Investment RightAIR") CERTIFIES certifies that, for value received, _____________ [NAME-REQUIRES COMPLETION], [ADDRESS-REQUIRES COMPLETION], Fax Number: [REQUIRES COMPLETION] (the "HolderHOLDER") is entitled), may voluntarily purchase, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Additional Investment Right hereof (the "Initial Exercise DateINITIAL EXERCISE DATE") and on or prior to the 90th calendar day following close of business twelve (12) months after the date that the Registration Statement is declared effective by the Commission hereof (the "Termination Date"), but not thereafter, “EXPIRATION DATE”) with respect to subscribe for and purchase from Broadcast International, Inc., a Utah corporation (the "Company"), up to $[REQUIRES COMPLETION] of Principal Amount of Notes (i“AIR NOTES”) $_________ original principal and corresponding amount of Notes, Warrants (“AIR WARRANTS”). AIR Warrants to purchase Common Stock will be issued for each share of Common Stock that would be issued on the exercise date of the AIR assuming the complete conversion of the AIR Note on such date at the Conversion Price of the AIR Note to then in effect. The AIR Notes and AIR Warrants will be in the form of Exhibit B attached identical to the Securities Purchase Agreement (each such Note, an "Additional Note"), (ii) ____ Series A Warrants, each such Series A Warrant to be in the form of Exhibit C-1 attached Notes and Warrants issued pursuant to the Securities Purchase Subscription Agreement (each such Series A Warrant, an "Additional Series A Warrant"), except that all time effective or time triggered clauses and (iii) ____ Series B Warrants, each such Series B Warrant to be provisions of the Transaction Documents in the form of Exhibit C-2 attached so far as they relate to the Securities Purchase Agreement (each such Series B WarrantAIR Note and AIR Warrant shall be determined from the issue date of the AIR Note and AIR Warrant and extend for the corresponding periods and until the corresponding extended termination dates or deadlines as applicable to the Notes and Warrants issuable on the Closing Date, an "Additional Series B Warrant")mutatis mutandis. The Additional NotesCollectively, Additional Series A the Air Notes and AIR Warrants and Additional Series B Warrants issuable upon exercise of the AIR are referred to herein as the "Additional Investment Right Securities". The exercise price payable to the Company upon the exercise of this Additional Investment Right shall be $1.00 for each $1.00 of original principal amount of Additional Notes, 0.2 Additional Series A Warrants, and 0.2 Additional Series B Warrants purchased and subscribed for upon the exercise of this Additional Investment Right (the "Exercise Price"). By way of example, if the Holder exercises this Additional Investment Right for a total of $100,000 in Exercise Price, it will receive (a) an Additional Note in the original principal amount of $100,000, (b) 20,000 Additional Series A Warrants, and (c) 20,000 Additional Series B Warrants. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), dated May 16, 2005, among the Company and the Purchasers signatory thereto“AIR SECURITIES”.

Additional Investment Right. To Purchase 6for up to 40% Senior Secured Convertible OF NOTE PRINCIPAL of Principal Amount of convertible Notes Due 2008 and Warrants to Purchase Common Stock of Broadcast International, Inc. Purchase Warrants of: THIS ADDITIONAL INVESTMENT RIGHT (this the "Additional Investment RightAIR") CERTIFIES certifies that, for value received, NAME- ___________________________, ADDRESS- ______________________________________, Fax Number: __________________ (the "HolderHOLDER") is entitled), may voluntarily purchase, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Additional Investment Right hereof (the "Initial Exercise DateINITIAL EXERCISE DATE") and on or prior to the 90th calendar day following close of business twelve (12) months after the date that the Registration Statement is declared effective by the Commission hereof (the "Termination Date"), but not thereafter, “EXPIRATION DATE”) with respect to subscribe for and purchase from Broadcast International, Inc., a Utah corporation (the "Company"), up to (i) $_________ original principal amount of Notes, each such Note to be in the form of Exhibit B attached to the Securities Purchase Agreement (each such Note, an "Additional Note"), (ii) _______ Series A Warrants, of Principal Amount of Notes (“AIR NOTES”) and corresponding amount of Warrants (“AIR WARRANTS”). AIR Warrants to purchase Common Stock will be issued for each share of Common Stock that would be issued on the exercise date of the AIR assuming the complete conversion of the AIR Note on such Series A Warrant to date at the Conversion Price of the AIR Note then in effect. The AIR Notes and AIR Warrants will be in the form of Exhibit C-1 attached identical to the Securities Purchase Agreement (each such Series A Warrant, an "Additional Series A Warrant"), Notes and (iii) ____ Series B Warrants, each such Series B Warrant to be in the form of Exhibit C-2 attached Warrants issued pursuant to the Securities Purchase Subscription Agreement (each such Series B Warrantexcept that all time effective or time triggered clauses and provisions of the Transaction Documents in so far as they relate to the AIR Note and AIR Warrant shall be determined from the issue date of the AIR Note and AIR Warrant and extend for the corresponding periods and until the corresponding extended termination dates or deadlines as applicable to the Notes and Warrants issuable on the Closing Date, an "Additional Series B Warrant")mutatis mutandis. The Additional NotesCollectively, Additional Series A the Air Notes and AIR Warrants and Additional Series B Warrants issuable upon exercise of the AIR are referred to herein as the "Additional Investment Right Securities". The exercise price payable to the Company upon the exercise of this Additional Investment Right shall be $1.00 for each $1.00 of original principal amount of Additional Notes, 0.2 Additional Series A Warrants, and 0.2 Additional Series B Warrants purchased and subscribed for upon the exercise of this Additional Investment Right (the "Exercise Price"). By way of example, if the Holder exercises this Additional Investment Right for a total of $100,000 in Exercise Price, it will receive (a) an Additional Note in the original principal amount of $100,000, (b) 20,000 Additional Series A Warrants, and (c) 20,000 Additional Series B Warrants. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), dated May 16, 2005, among the Company and the Purchasers signatory thereto“AIR SECURITIES”.