0001193125-04-096405 Sample Contracts

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • June 1st, 2004 • Focus Enhancements Inc • Computer communications equipment • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  June 1st, 2004
• Company
  Focus Enhancements Inc
• Industry
  Computer communications equipment
• Jurisdiction
  New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 5, 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

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • June 1st, 2004 • Focus Enhancements Inc • Computer communications equipment

• Contract Type
  Registration Rights Agreement
• Filed
  June 1st, 2004
• Company
  Focus Enhancements Inc
• Industry
  Computer communications equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 5, 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.

Security Agreement • June 1st, 2004 • Focus Enhancements Inc • Computer communications equipment

• Contract Type
  Security Agreement
• Filed
  June 1st, 2004
• Company
  Focus Enhancements Inc
• Industry
  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 $2.00, 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