AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • January 30th, 2006 • Focus Enhancements Inc • Computer communications equipment
This Amendment No. 1 to Intercreditor Agreement (this “Amendment”), is entered into as of January 24, 2006, by and among Carl E. Berg (“Creditor”), Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”), the purchasers of Senior Secured Convertible Notes Due January 1, 2011 issued by Focus Enhancements, Inc. who are identified on Exhibit A attached hereto (the “Purchasers”) and Ingalls & Snyder LLC, a New York limited liability company, as agent for the Purchasers (“Purchasers’ Agent”). Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Intercreditor Agreement dated as of November 15, 2004, between Creditor and Bank (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2006 • Focus Enhancements Inc • Computer communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 24, 2006, by and among Focus Enhancements, Inc., a Delaware corporation (the “Company”), the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”), and Ingalls & Snyder LLC, a New York limited liability company (the “Purchasers’ Agent”).
SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • January 30th, 2006 • Focus Enhancements Inc • Computer communications equipment • New York
THIS SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of January 24, 2006 by and among Focus Enhancements, Inc., a Delaware corporation (the “Company”), and each purchaser of a Senior Secured Convertible Note Due January 1, 2011 (as defined below) identified in Part 3 of Exhibit A hereto (each a “Purchaser” and collectively referred to as the “Purchasers”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
FOCUS ENHANCEMENTS, INC. SECURITY AGREEMENTSecurity Agreement • January 30th, 2006 • Focus Enhancements Inc • Computer communications equipment • California
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 30th, 2006 • Focus Enhancements Inc • Computer communications equipment • California
This INTERCREDITOR AGREEMENT, dated as of January 24, 2006, is made by and between Carl E. Berg (“Berg”), on one hand, and the purchasers of Senior Secured Convertible Notes due January 1, 2011 issued by Focus Enhancements, Inc., a Delaware corporation (the “Company”) who are identified on Exhibit A attached hereto, (the “Purchasers”) and Ingalls & Snyder LLC, a New York limited liability company, as agent for the Purchasers (“Purchasers’ Agent”), on the other hand.
