0001140361-08-012676 Sample Contracts

PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • May 15th, 2008 • Focus Enhancements Inc • Computer communications equipment

THIS PIGGYBACK REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of the same date as the Warrant to which it is attached as Exhibit 1, is made by and between FOCUS ENHANCEMENTS, INC., a Delaware corporation, with headquarters located at 1370 Dell Avenue, Campbell, California 95008 (the “Company”), and Marketing By Design (“Consultant”).

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Contract
Focus Enhancements Inc • May 15th, 2008 • 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.

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