0000884719-08-000031 Sample Contracts

Contract
Focus Enhancements Inc • August 25th, 2008 • Computer communications equipment • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR IN ACCORDANCE WITH APPLICABLE LAW.

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AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • August 25th, 2008 • Focus Enhancements Inc • Computer communications equipment

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 Carl E. Berg (the “Purchaser”).

AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • August 25th, 2008 • Focus Enhancements Inc • Computer communications equipment

THIS AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT (“Amendment”), dated as of August 19, 2008, is made and entered into by and between Focus Enhancements, Inc., a Delaware corporation (the “Company”) and Darren Bankston (the “Purchaser”).

AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • August 25th, 2008 • Focus Enhancements Inc • Computer communications equipment

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 Lippert/Heilshorn & Associates (the “Purchasers”).

Ingalls & Snyder LLC New York, NY 10006 Attention: Thomas O. Boucher, Jr. Re: Amendments to the Amended and Restated Senior Secured Note Purchase Agreement, dated as of February 7, 2008 and the Amended and Restated Registration Rights Agreement, dated...
Letter Agreement • August 25th, 2008 • Focus Enhancements Inc • Computer communications equipment

This Letter Agreement is entered into by and between Focus Enhancements, Inc. (the “Company”) and the undersigned as the Purchasers’ Agent as of this 7th day of July 2008. Pursuant to this Letter Agreement, the Company and the Purchasers’ Agent agree that the following amendments shall be made to the Agreements and that they are hereby incorporated into the Agreements, respectively. Capitalized terms used in this Letter Agreement without definition have the meanings ascribed to them in the Agreements.

AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • August 25th, 2008 • Focus Enhancements Inc • Computer communications equipment

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 FutureWorks PR, Inc. (the “Purchaser”).

AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • August 25th, 2008 • Focus Enhancements Inc • Computer communications equipment

THIS AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT (“Amendment”), dated as of August 19, 2008, is made and entered into by and between Focus Enhancements, Inc., a Delaware corporation (the “Company”) and R. Keith Fetter (the “Purchaser”).

AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • August 25th, 2008 • Focus Enhancements Inc • Computer communications equipment

THIS AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT (“Amendment”), dated as of July 10, 2008, is made and entered into by and between Focus Enhancements, Inc., a Delaware corporation (the “Company”) and Marketing By Design, LLC (the “Purchaser”).

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