SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2005 • Focus Enhancements Inc • Computer communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2005, 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”); the Company and each Purchaser are individually referred to herein as a “party” and collectively as the “parties”.
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of FOCUS ENHANCEMENTS, INC.Focus Enhancements Inc • November 10th, 2005 • 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 five-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 $0.8505, 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 herein shall have the mean
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2005 • Focus Enhancements Inc • Computer communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 3, 2005, 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”).
WARRANT ACQUISITION AGREEMENTWarrant Acquisition Agreement • November 10th, 2005 • Focus Enhancements Inc • Computer communications equipment
This WARRANT ACQUISITION AGREEMENT (“Agreement”) is made and entered into this day of November, 2005, by and between Focus Enhancements, Inc., a Delaware Company with offices located at 1370 Dell Avenue, Campbell, California 95008 (the “Company”), and (herein “Investor”).
