EX-4.29 9 ex4_29fetteramendment.htm FETTER AMENDED PIGGYBACK REG RIGHTS ex4_29fetteramendment.htm
 
AMENDMENT TO PIGGYBACK REGISTRATION RIGHTS AGREEMENT


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”).

RECITALS

Whereas, the Company and the Purchaser are parties to that certain Piggyback Registration Rights Agreement, dated as of the 20th day of June 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 is the Purchaser.

Whereas, the Company and the Purchaser 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 Purchaser 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 Purchaser hereby represents and warrants to Company that it is 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.
 
PURCHASERS
 
 
R. KEITH FETTER
By:  /s/ Gary Williams                                                      
By:   /s/ Keith Fetter                                            
Name: Gary Williams
Name:
Title: EVP of Finance & CFO
Title: