EXHIBIT A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2004 • Focus Enhancements Inc • Computer communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 15, 2004, by and among Focus Enhancements, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of FOCUS ENHANCEMENTS, INC.Securities Agreement • December 13th, 2004 • Focus Enhancements Inc • Computer communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) 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 Warrant (the “Initial Exercise Date”) and on or prior to the four-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Focus Enhancements, Inc., a Delaware corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.25, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined h
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2004 • Focus Enhancements Inc • Computer communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2004, among Focus Enhancements, Inc., a Delaware corporation (the “Company”), and each Purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”), each a “party” and collectively the “parties”; and
ContractWarrant Agreement • December 13th, 2004 • Focus Enhancements Inc • Computer communications equipment • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
FOCUS ENHANCEMENTS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 13th, 2004 • Focus Enhancements Inc • Computer communications equipment • California
This LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of November 15, 2004, by and between VENTURE BANKING GROUP, a division of Greater Bay Bank N.A. ("Bank") and FOCUS ENHANCEMENTS, INC. ("Borrower").
ContractCommon Stock Purchase Warrant • December 13th, 2004 • Focus Enhancements Inc • Computer communications equipment
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
