EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 31, 1998, by and among FOCUS ENHANCEMENTS, INC., a corporation organized under the laws of the State of Delaware (the "Company"), and Digital...Registration Rights Agreement • June 26th, 1998 • Focus Enhancements Inc • Computer communications equipment • Massachusetts
EXHIBIT 4.2 COMMON STOCK AND WARRANTS PURCHASE AGREEMENTEscrow Agreement • June 21st, 1999 • Focus Enhancements Inc • Computer communications equipment • New York
CONFORMED COPY PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 30th, 1999 • Focus Enhancements Inc • Computer communications equipment • Massachusetts
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 28th day of July, 2000, between Euston Investments Holdings Limited ("Holder"), and FOCUS Enhancements, Inc., a corporation incorporated under the laws of...Registration Rights Agreement • August 21st, 2000 • Focus Enhancements Inc • Computer communications equipment • New York
RECITALSAgreement and Plan of Reorganization • January 30th, 2004 • Focus Enhancements Inc • Computer communications equipment • Minnesota
LEASE BYLease • April 30th, 1999 • Focus Enhancements Inc • Computer communications equipment • Massachusetts
Exhibit 4.8 FOCUS ENHANCEMENTS, INC. Key Officer Non-Qualified Stock Option Agreement FOCUS ENHANCEMENTS, INC., a Delaware Corporation (the "Company") hereby grants to Harry G. Mitchell (the "Optionee") a Key Officer Non-Qualified Stock Option to...Focus Enhancements Inc • August 8th, 1997 • Computer communications equipment • Delaware
Exhibit 4.7 FOCUS ENHANCEMENTS, INC. Key Officer Non-Qualified Stock Option Agreement FOCUS ENHANCEMENTS, INC., a Delaware Corporation (the "Company") hereby grants to Brett A. Moyer (the "Optionee") a Key Officer Non-Qualified Stock Option to...Focus Enhancements Inc • August 8th, 1997 • Computer communications equipment • Delaware
EXHIBIT 4.5 VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON MARCH 3, 2003 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES...Focus Enhancements Inc • April 6th, 1998 • Computer communications equipment • Delaware
Exhibit 4.11 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...Focus Enhancements Inc • August 21st, 2003 • Computer communications equipment
TERMINATION AGREEMENT AGREEMENT (this "Agreement") dated January 4, 2002, between Euston Investments Holdings Limited ("Euston") and FOCUS Enhancements, Inc. ("FOCUS"). In consideration of the mutual covenants and agreements of the parties hereto, and...Termination Agreement • January 23rd, 2002 • Focus Enhancements Inc • Computer communications equipment • New York
EXHIBIT 10.60 FOCUS ENHANCEMENTS, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made as of April 24, 2001 by and among Focus Enhancements, Inc., a Delaware corporation (the "COMPANY"), and the holders of...Registration Rights Agreement • August 9th, 2001 • Focus Enhancements Inc • Computer communications equipment • Delaware
Exhibit 10.20 COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT is dated as of November 25, 2002 (this "Purchase Agreement" or "Agreement"), by and between FOCUS ENHANCEMENTS, INC., a Delaware corporation, having its principal place...Common Stock Purchase Agreement • March 31st, 2003 • Focus Enhancements Inc • Computer communications equipment
EXHIBIT 4.2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February 27, 1998, by and between FOCUS ENHANCEMENTS, INC., a corporation organized under the laws of the State of Delaware (the "Company"), and...Securities Purchase Agreement • April 6th, 1998 • Focus Enhancements Inc • Computer communications equipment • Delaware
SECURITY AGREEMENTSecurity Agreement • November 2nd, 2000 • Focus Enhancements Inc • Computer communications equipment • California
EXHIBIT 10.5 SEPARATION AGREEMENT THIS AGREEMENT is made this 30th day of April, 2000, by and between FOCUS Enhancements, Inc., A Delaware Corporation, hereinafter referred to as the "Company", and Gary M. Cebula, hereinafter referred to as...Separation Agreement • August 21st, 2000 • Focus Enhancements Inc • Computer communications equipment
EXHIBIT 2Agreement and Plan of Merger • September 8th, 2000 • Focus Enhancements Inc • Computer communications equipment • Delaware
Exhibit 10.86 Focus Enhancements, Inc. 600 Research Drive Wilmington, MA 01887 (978) 988-5888 February 6, 2001Focus Enhancements Inc • February 7th, 2001 • Computer communications equipment
ARTICLE 1 TERM OF EMPLOYMENTEmployment Agreement • February 7th, 2001 • Focus Enhancements Inc • Computer communications equipment
EXHIBIT 4.5 FOCUS ENHANCEMENTS, INC. DIRECTOR STOCK OPTION AGREEMENT 1. Grant of Option. FOCUS Enhancements, Inc., a Delaware corporation (the "Company"), hereby grants to ________________ (the "Director") an option to purchase _______ shares of...Focus Enhancements Inc • August 8th, 1997 • Computer communications equipment
6.3 Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the "Spin Off") in...Focus Enhancements Inc • January 23rd, 2002 • Computer communications equipment
ARTICLE 1 TERM OF EMPLOYMENTEmployment Agreement • November 14th, 2002 • Focus Enhancements Inc • Computer communications equipment
Exhibit 4.6 FOCUS ENHANCEMENTS, INC. Key Officer Non-Qualified Stock Option Agreement FOCUS ENHANCEMENTS, INC., a Delaware Corporation (the "Company") hereby grants to Thomas L. Massie (the "Optionee") a Key Officer Non-Qualified Stock Option to...Qualified Stock Option Agreement • August 8th, 1997 • Focus Enhancements Inc • Computer communications equipment • Delaware
EXHIBIT 10.2 AMENDMENT NO. 1 TO STOCK SUBSCRIPTION AGREEMENT THIS AMENDMENT NO. 1 to Stock Subscription Agreement is made as of the 23rd day of April, 1996, by and between FOCUS ENHANCEMENTS, INC. (the "Company") and the undersigned (the "Investor")....Stock Subscription Agreement • May 12th, 1997 • Focus Enhancements Inc • Computer communications equipment
AGREEMENT AND PLAN OF MERGER BY AND AMONG FOCUS ENHANCEMENTS, INC., FOCUS ACQUISITION CORP.Plan and Agreement of Merger • November 4th, 1996 • Focus Enhancements Inc • Computer communications equipment • Delaware
Exhibit 10.23 FORM OF COMMON STOCK AND WARRANT PURCHASE AGREEMENT THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is dated as of July 1, 2003 (this "Purchase Agreement" or "Agreement"), by and between FOCUS ENHANCEMENTS, INC., a Delaware corporation,...Common Stock and Warrant Purchase Agreement • August 21st, 2003 • Focus Enhancements Inc • Computer communications equipment
EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of June __, 2000 between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and Focus Enhancements, Inc., a Delaware...Registration Rights Agreement • August 21st, 2000 • Focus Enhancements Inc • Computer communications equipment
Exhibit 10.21 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 25, 2002 (this "Agreement"), is made by and between FOCUS ENHANCEMENTS, INC., a Delaware corporation, with headquarters located at 1370 Dell Avenue,...Registration Rights Agreement • March 31st, 2003 • Focus Enhancements Inc • Computer communications equipment
EXHIBIT 10.4 Name of Investor: Number of Shares Subscribed for: FOCUS ENHANCEMENTS, INC. SUBSCRIPTION AGREEMENTFocus Enhancements Inc • May 12th, 1997 • Computer communications equipment • Massachusetts
AMENDMENT TO MASTER PURCHASE AGREEMENT DATED JANUARY ___, 1996 This Amendment (the "Amendment") will modify certain terms and conditions of the above- described Master Purchase Agreement (the "Agreement") by and between Zenith Electronics Corporation,...Master Purchase Agreement • April 1st, 1997 • Focus Enhancements Inc • Computer communications equipment
WHEREAS:Registration Rights Agreement • August 14th, 1998 • Focus Enhancements Inc • Computer communications equipment • Massachusetts
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of FOCUS ENHANCEMENTS, INC.Focus Enhancements Inc • December 13th, 2004 • 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 $1.25, 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 h
EXHIBIT 4.1 FOCUS ENHANCEMENTS, INC. (a Delaware Corporation) Private Offering of up to 1,000,000 Shares of Common Stock Offering Price - $3.81 per Share Total Offering - $3,810,000 Subscription Documents Name of Investor: Smith Barney Fundamental...Focus Enhancements Inc • September 25th, 1997 • Computer communications equipment
BETWEENCredit Agreement • August 21st, 2000 • Focus Enhancements Inc • Computer communications equipment • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2005 • Focus Enhancements Inc • Computer communications equipment • New York
This Securities Purchase Agreement (this "Agreement") is dated as of June 17, 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"), each a "party" and collectively the "parties"; and
