AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT
AMENDMENT TO PIGGYBACK
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO PIGGYBACK
REGISTRATION RIGHTS AGREEMENT (“Amendment”), dated as of July 9, 2008, is
made and entered into by and between Focus Enhancements, Inc., a Delaware
corporation (the “Company”) and Xxxxxxx/Xxxxxxxxx & Associates (the
“Purchasers”).
RECITALS
Whereas, the Company and the Purchasers
are parties to that certain Piggyback Registration Rights Agreement, dated as of the 1st day
of March 2008 (the “Agreement”).
Whereas, Section 6 of the Agreement
authorizes the amendment of the Agreement by a written instrument signed by the
Company and the Holders who hold 50% interest of the Warrant Shares as of such
date, which, as of this date are the Purchasers.
Whereas, the Company and the Purchasers
desire to amend the Agreement so that the definition of Registrable Securities
is limited to Warrant Shares.
Whereas, capitalized terms used, but
not otherwise defined, shall have the meaning as set forth in the
Agreement.
AGREEMENT
Now therefore, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Purchasers agree as follows:
1. The
definition of the term, Registrable Securities, in Section 1 of the Agreement is
hereby replaced in its entirety by the following:
“Registrable
Securities means the Warrant Shares purchased upon exercise of the Warrant as
set forth in the document to which this Agreement is Exhibit
1.”
2. All other
terms of the Agreement shall remain unchanged.
3. The
Purchasers hereby represent and warrant to Company that they are authorized to
execute this Amendment.
4. This
Amendment may be executed in one or more counterparts and delivered by facsimile
transmission or by PDF, each of which shall constitute an original, but all of
which taken together shall be one and the same instrument.
IN WITNESS WHEREOF, the parties have
caused this Amendment to the Piggyback Registration Rights Agreement to be
executed as of the date set forth above.
FOCUS
ENHANCEMENTS, INC.
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PURCHASERS
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XXXXXXX/HEILSHORN
& ASSOCIATES, INC.
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By: /s/ Xxxx
Xxxxxxxx
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By:
/s/ Xxxx
Xxxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxxx
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Title:
EVP of Finance & CFO
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Title:
Partner
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