SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2007 • Focus Enhancements Inc • Computer communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2007, 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 ofCommon Stock Purchase Warrant • September 27th, 2007 • 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 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 $1.05, 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 meanin
FOCUS ENHANCEMENTS, INC. SELLING AGENT AGREEMENTSelling Agent Agreement • September 27th, 2007 • Focus Enhancements Inc • Computer communications equipment • New York
Focus Enhancements, Inc., a Delaware corporation (the “Company”) proposes to offer for sale (the “Offering”) up to $3,400,000 in gross proceeds of its securities (“Securities”) in a “shelf takedown” of securities registered for sale under the Securities Act of 1933, as amended (the “Act”) on Registration Statement on Form S-3 (SEC File No. 333-139224), including a prospectus which was declared effective by the Securities and Exchange Commission (“SEC”) on December 20, 2006 (including the base prospectus included therein, the “Registration Statement”). This letter agreement shall confirm our agreement concerning First Montauk Securities Corp. acting as selling or placement agent (the “Selling Agent” or “FMSC”) in connection with the sale of the Securities.
