AMENDED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • February 15th, 2008 • Focus Enhancements Inc • Computer communications equipment • New York
THIS AMENDED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT (this “ Agreement “) is made as of February 7, 2008 (“effective date”) by and among Focus Enhancements, Inc., a Delaware corporation (the “ Company “), and Purchasers’ Agent (as defined below), on behalf of each of the “Original Purchasers” set forth in Exhibit A (as defined below), and each “New Purchaser” defined below (as set forth in Exhibit A hereto) of an Amended and Restated Senior Secured Note Due January 1, 2011 (as defined below) (each of the Original Purchasers and the New Purchasers is a “Purchaser” and collectively are referred to herein as the “Purchasers”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
FOCUS ENHANCEMENTS, INC. AMENDED AND RESTATED SENIOR SECURED NOTE DUE JANUARY 1, 2011Focus Enhancements Inc • February 15th, 2008 • Computer communications equipment • New York
This Amended and Restated Senior Secured Note Due January 1, 2011 hereby amends and restates in its entirety the Senior Secured Convertible Note Due January 1, 2011 that was executed on January 24, 2006 by FOCUS ENHANCEMENTS, INC. This Note is one of those issued pursuant to an Amended and Restated Senior Secured Note Purchase Agreement of even date herewith (the “Purchase Agreement”) among the Company (as identified below) and the “Purchasers” named therein, which Purchasers include the holder of this Note and other like Notes (collectively the “Notes”). Unless otherwise specified in this Note, the Holder of this Note shall be Ingalls & Snyder LLC as nominee for the actual Holder.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 15th, 2008 • Focus Enhancements Inc • Computer communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) is one of a series of Warrants (all “Warrants”) issued under that certain Amended and Restated Senior Secured Note Purchase Agreement (the “Purchase Agreement”) of even date herewith among the Company and the purchasers signatory thereto.
AMENDMENT NO. 2 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • February 15th, 2008 • Focus Enhancements Inc • Computer communications equipment
This Amendment No. 2 to Intercreditor Agreement (this “ Amendment ”), is entered into as of February 7, 2008, by and among Carl E. Berg (“ Berg ”), Greater Bay Venture Banking, a division of Greater Bay Bank, N.A., formerly Venture Banking Group, a division of Greater Bay Bank N.A. (“ Bank ”), the purchasers of the Amended and Restated Senior Secured Notes Due January 1, 2011 issued by Focus Enhancements, Inc. who are identified on Exhibit A attached hereto (the “New Purchasers ”), the previous purchasers who entered into Amendment No. 1 (defined below) who are identified on Exhibit A attached hereto (“Original Purchasers”), and Thomas O. Boucher, Jr., as agent for the New Purchasers (“ Purchasers’ Agent ”). Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Intercreditor Agreement dated as of November 15, 2004, as amended by that certain Amendment No. 1 to Intercreditor Agreement dated January 24, 2006 (“Amendment No. 1”), between Ber
FOCUS ENHANCEMENTS, INC. AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • February 15th, 2008 • Focus Enhancements Inc • Computer communications equipment • California
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is dated as of February 7, 2008 (the “ Effective Date “) and is made by and among Focus Enhancements, Inc. (the “ Company “), the Senior Secured Note Purchasers identified in Exhibit A hereto (“Purchasers”), under that certain Amended and Restated Senior Secured Note Purchase Agreement of even date herewith, and THOMAS O. BOUCHER, JR., in his capacity as agent for such Purchasers (“ Purchasers’ Agent “).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2008 • Focus Enhancements Inc • Computer communications equipment
This Amended and Restated Registration Rights Agreement (this “ Agreement ”) is made and entered into as of February 7, 2008, by and among Focus Enhancements, Inc., a Delaware corporation (the “ Company ”), the purchasers signatory hereto (each such purchaser, a “ Purchaser ” and collectively, the “Purchasers ”), and Ingalls & Snyder LLC, a New York limited liability company (the “Purchasers’ Agent”). This Agreement is made pursuant to the Amended and Restated Senior Secured Note Purchase Agreement, dated as of the date hereof, among the Company and the Purchasers (the “ Purchase Agreement ”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTAmended and Restated Intercreditor Agreement • February 15th, 2008 • Focus Enhancements Inc • Computer communications equipment
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (“Agreement”), dated as of February 7, 2008, is made by and between Carl E. Berg (“Berg”), on one hand, and the purchasers of the Amended and Restated Senior Secured Notes due January 1, 2011 issued by Focus Enhancements, Inc., a Delaware corporation (the “Company”) who are identified on Exhibit A attached hereto, (the “Purchasers”) and Thomas O. Boucher, Jr., as agent for the Purchasers (“Purchasers’ Agent”), on the other hand.
