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<SEC-DOCUMENT>0000944075-11-000006.txt : 20110224
<SEC-HEADER>0000944075-11-000006.hdr.sgml : 20110224
<ACCEPTANCE-DATETIME>20110224152924
ACCESSION NUMBER:		0000944075-11-000006
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20110223
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20110224
DATE AS OF CHANGE:		20110224

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOCKET MOBILE, INC.
		CENTRAL INDEX KEY:			0000944075
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPUTERS [3571]
		IRS NUMBER:				943155066
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-25904
		FILM NUMBER:		11636037

	BUSINESS ADDRESS:	
		STREET 1:		39700 EUREKA DRIVE
		CITY:			NEWARK
		STATE:			CA
		ZIP:			94560-4808
		BUSINESS PHONE:		5109333000

	MAIL ADDRESS:	
		STREET 1:		39700 EUREKA DRIVE
		CITY:			NEWARK
		STATE:			CA
		ZIP:			94560-4808

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SOCKET COMMUNICATIONS INC
		DATE OF NAME CHANGE:	19950418
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form-8k.htm
<DESCRIPTION>FORM 8K
<TEXT>
<html>
<head>

</head>

<body bgcolor="#FFFFFF">
<div align=left>
  <hr width="100%">
  <div align=center>
    <hr width="100%">
    <p><font face="Times New Roman, Times, serif" size="3"><b><font size="5">UNITED
      STATES<br>
      </font></b><font size="5"><strong>SECURITIES AND EXCHANGE COMMISSION</strong></font></font></p>
  </div>
</div>
<p align=center><font face="Times New Roman, Times, serif" size="3">Washington,
  DC 20549</font></p>
<p align=center><font face="Times New Roman, Times, serif" size="3">__________________________</font></p>
<p align=center><font face="Times New Roman, Times, serif" size="3"> <b><font size="5">FORM
  8-K</font></b><br>
  <br>
  <b>CURRENT REPORT</b><br>
  <br>
  Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934<br>
  <b><br>
  </b></font></p>
<p align=center><b><font face="Times New Roman, Times, serif" size="4">February
  23, 2011</font></b><font face="Times New Roman, Times, serif"><font size=3><br>
  Date of Report<br>
  <font size="2">(Date of earliest event reported)</font></font></font></p>
<p align=center><font face="Times New Roman, Times, serif" size="3"><br>
  </font></p>
<p align=center><font face="Times New Roman, Times, serif" size="6"><strong>SOCKET
  MOBILE, INC.</strong></font><font face="Times New Roman, Times, serif"><br>
  <font size=2>(Exact name of registrant as specified in its charter) </font></font></p>
<p>&nbsp;
<table cols=3 width="100%">
  <tr>
    <td height=28 width="34%">
      <center>
        <font face="Times New Roman, Times, serif" size=3><b>Delaware<br>
        </b></font><font face="Times New Roman, Times, serif" size=2>(State or
        other jurisdiction of incorporation)</font><font face="Times New Roman, Times, serif" size=3><b>
        </b> </font>
      </center>
    </td>
    <td height=28 width="32%">
      <center>
        <font face="Times New Roman, Times, serif" size=3><b>001-13810<br>
        </b></font><font face="Times New Roman, Times, serif" size=2>(Commission
        File Number)</font><font face="Times New Roman, Times, serif" size=3><b>
        </b></font>
      </center>
    </td>
    <td height=28 width="34%">
      <center>
        <font face="Times New Roman, Times, serif" size=3><b>94-3155066</b><br>
        </font><font face="Times New Roman, Times, serif" size=2>(IRS Employer
        Identification No.)</font><font face="Times New Roman, Times, serif" size=3>
        </font>
      </center>
    </td>
  </tr>
</table>
<font face="Times New Roman, Times, serif"><br>
</font>
<p align=center><font face="Times New Roman, Times, serif" size="3"><b>39700 Eureka
  Drive <br>
  Newark, CA 94560</b></font><font face="Times New Roman, Times, serif"><br>
  <font size=2>(Address of principal executive offices, including zip code) </font></font></p>
<p align=center><font face="Times New Roman, Times, serif" size="3"><b>(510) 933-3000<br>
  </b></font> <font face="Times New Roman, Times, serif"><font size="2">(Registrant's
  telephone number, including area code)</font></font>
<div align="center">
  <p>&nbsp;</p>
  <p align="left">Check the appropriate box below if the Form 8-K filing is intended
    to simultaneously satisfy the filing obligation of the registrant under any
    of the following provisions (see General Instruction A.2. below):</p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)</font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)</font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))</font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))<br>
    <br>
    </font></font></p>
</div>
<p style="PAGE-BREAK-BEFORE: always"> </p>
<div align=left></div>
<div align=left>
  <hr width="100%">
</div>
<p>&nbsp;</p>
<p><b>Item 1.01. Entry into a Material Definitive Agreement.</b></p>
<p>On February 23, 2011, the Company entered into a Securities Purchase Agreement
  with AboCom Systems, Inc., a corporation organized under the laws of Taiwan
  and a contract manufacturer of the Company's products. The aggregate amount
  to be raised in the Private Placement is $500,000. The proceeds will be used
  to reduce the Company's trade payable balance with AboCom Systems by $500,000.
  Net proceeds from the financing are expected to be approximately $500,000. The
  closing is expected to take place on or about May 25, 2011.</p>
<p> The Company will issue 282,485 unregistered common shares priced at the closing
  bid price on February 23, 2011 of $1.77 per share.</p>
<p>In connection with the Private Placement, the Company has entered into a Registration
  Rights Agreement with AboCom Systems, Inc. Under the Registration Rights Agreement,
  the Company will file a registration statement with the Securities Exchange
  Commission for the resale of the shares of common stock to be issued in the
  Private Placement, will use reasonable commercial efforts to cause such registration
  statement to become effective within 90 days after the closing date, and will
  keep such registration statement effective until the earlier of: (i) the 5 year
  anniversary of the closing date, or (ii) the statement is no longer required
  to enable the sale of the shares under Rule 144 promulgated under the Securities
  Act of 1933, as amended (the &quot;<b>Securities Act</b>&quot;). </p>
<p>The foregoing description of the Private Placement does not purport to be complete
  and is qualified in its entirety by reference to the full text of the Securities
  Purchase Agreement and the Registration Rights Agreement, copies of which are
  attached hereto as Exhibits 10.13 and 10.14 respectively, and incorporated herein
  by reference. The press release announcing the Private Placement is attached
  hereto as Exhibit 99.1 and incorporated herein by reference.</p>
<p><b>Item 3.02 Unregistered Sales of Equity Securities</b></p>
<p> The information set forth in Item 1.01 of this Current Report on Form 8-K
  that relates to the unregistered sale of equity securities is incorporated by
  reference into this Item 3.02.</p>
<p>The sale of securities in the Private Placement will not be registered under
  the Securities Act. These securities will be sold to an accredited investor
  in reliance upon exemptions from registration under Section 4(2) of the Securities
  Act and Rule 506 of Regulation D promulgated thereunder. These securities may
  not be offered or sold in the United States absent registration under, or an
  exemption from, the Securities Act and any applicable state securities laws.</p>
<p></p>
<p><font face="Times New Roman, Times, serif"><b>Item 9.01 Financial Statements
  and Exhibits.</b></font></p>
<p><b>(d) Exhibits.</b></p>
<table cellspacing=0 cellpadding=0 width="95%" align=left border=0 height="157">
  <tr valign=bottom>
    <td align="left" height="54" width="380" style="border-bottom: 1px solid #000000" class="border">
      <div style="margin-left: 10px; text-indent: -10px">
        <div align="center" class="border"><font face="Times New Roman, Times, serif"><b>Exhibit
          Number</b></font></div>
      </div>
    </td>
    <td width=13 height=54>&nbsp;</td>
    <td align="left" height="54" width="1243" style="border-bottom: 1px solid #000000" class="border">
      <div style="margin-left: 10px; text-indent: -10px">
        <div class="border">
          <div align="left"><font face="Times New Roman, Times, serif"><b>Description</b></font></div>
        </div>
      </div>
    </td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">&nbsp;</td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">&nbsp;</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">
      <div align=center><font face="Times New Roman, Times, serif">10.13</font></div>
    </td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">Securities Purchase Agreement dated as of February
      23, 2011 between Socket Mobile, Inc. and AboCom Systems, Inc.</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">&nbsp;</td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">&nbsp;</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">
      <div align=center><font face="Times New Roman, Times, serif">10.14</font></div>
    </td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">Registration Rights Agreement dated as of February
      23, 2011 between Socket Mobile, Inc. and AboCom Systems, Inc.</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">&nbsp;</td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">&nbsp;</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">
      <div align=center><font face="Times New Roman, Times, serif">99.1</font></div>
    </td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">Socket Mobile, Inc. Press Release, dated February
      24, 2011.</td>
  </tr>
</table>
<p>&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">1</p>
<hr width="100%">
<p align="center">&nbsp; </p>
<p align="center"><font face="Times New Roman, Times, serif"><b>SIGNATURES</b><br>
  </font></p>
<p>Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
  has duly caused this report to be signed on its behalf by the undersigned hereunto
  duly authorized.</p>
<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <blockquote>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <p align=left> </p>
            <tr valign="bottom"
align="left"></tr>
          </blockquote>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
<div align=left>
  <table height=135 cellspacing=0 cellpadding=0 width=96% align=left border=0>
    <tr>
      <td width=300>&nbsp;</td>
      <td width=21>&nbsp;</td>
      <td colspan="2"><font face="Times New Roman, Times, serif"><b>SOCKET MOBILE,
        INC.</b></font></td>
    </tr>
    <tr>
      <td width=300>&nbsp;</td>
      <td width=21>&nbsp;</td>
      <td colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width=300>
        <div align=left></div>
      </td>
      <td width=21>&nbsp;</td>
      <td colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width=300 height=19>
        <div align=left></div>
      </td>
      <td width=21 height=19>&nbsp;</td>
      <td width=30 height=19>
        <div align="right"><font face="Times New Roman, Times, serif">By: <u>/s/
          </u></font></div>
      </td>
      <td width=379 height=19><font face="Times New Roman, Times, serif"><u>David
        W. Dunlap</u></font></td>
    </tr>
    <tr>
      <td width=300 height=40 valign="bottom">
        <div align=left><font face="Times New Roman, Times, serif">Date: February
          24, 2011</font></div>
      </td>
      <td width=21 height=40>&nbsp;</td>
      <td width=30 height=40>
        <blockquote>
          <div align="left"></div>
        </blockquote>
      </td>
      <td width=379 height=40><font face="Times New Roman, Times, serif">Name:
        David W. Dunlap<br>
        Vice President, Finance and Administration <br>
        and Chief Financial Officer</font></td>
    </tr>
  </table>
</div>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">2</p>
<hr width="100%">
<p align=center>&nbsp;</p>
<p align=center><font face="Times New Roman, Times, serif"><b>EXHIBIT INDEX</b></font></p>
<p align=center>&nbsp;</p>
<table cellspacing=0 cellpadding=0 width="95%" align=left border=0 height="157">
  <tr valign=bottom>
    <td align="left" height="54" width="380" style="border-bottom: 1px solid #000000" class="border">
      <div style="margin-left: 10px; text-indent: -10px">
        <div align="center" class="border"><font face="Times New Roman, Times, serif"><b>Exhibit
          Number</b></font></div>
      </div>
    </td>
    <td width=13 height=54>&nbsp;</td>
    <td align="left" height="54" width="1243" style="border-bottom: 1px solid #000000" class="border">
      <div style="margin-left: 10px; text-indent: -10px">
        <div class="border">
          <div align="left"><font face="Times New Roman, Times, serif"><b>Description</b></font></div>
        </div>
      </div>
    </td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">&nbsp;</td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">&nbsp;</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">
      <div align=center><font face="Times New Roman, Times, serif">10.13</font></div>
    </td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">Securities Purchase Agreement dated as of February
      23, 2011 between Socket Mobile, Inc. and AboCom Systems, Inc.</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">&nbsp;</td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">&nbsp;</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">
      <div align=center><font face="Times New Roman, Times, serif">10.14</font></div>
    </td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">Registration Rights Agreement dated as of February
      23, 2011 between Socket Mobile, Inc. and AboCom Systems, Inc.</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">&nbsp;</td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">&nbsp;</td>
  </tr>
  <tr valign=top>
    <td width=380 height="22">
      <div align=center><font face="Times New Roman, Times, serif">99.1</font></div>
    </td>
    <td width=13 height="22">&nbsp;</td>
    <td width=1243 height="22">Socket Mobile, Inc. Press Release, dated February
      24, 2011.</td>
  </tr>
</table>
<p>&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">3</p>
<hr width="100%">
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex1013.htm
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
<html>
<head>
<title>Untitled Document</title>
</head>

<body bgcolor="#FFFFFF">
<div align="right"></div>
<div align="right">
  <p><b>Exhibit 10.13</b></p>
  <p>&nbsp;</p>
  <p align="center"><b><br>
    SECURITIES PURCHASE</b></p>
  <p align="center"><b>AGREEMENT</b></p>
  <p align="center"></p>
  <p align="center"><b><br>
    Dated as of February 23, 2011</b></p>
  <p align="center"></p>
  <p align="center"><b><br>
    between</b></p>
  <p align="center"></p>
  <p align="center"><b><br>
    SOCKET MOBILE, INC.</b></p>
  <p align="center"><b><br>
    and</b></p>
  <p align="center"><b><br>
    ABOCOM SYSTEMS INC.</b></p>
  <p align="center">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <hr width="100%">
  <p align="center">&nbsp;</p>
  <p align="center"><b>TABLE OF CONTENTS</b></p>
  <p align="center">&nbsp;</p>
  <table width="60%" border="0" cellspacing="0" cellpadding="0" align="center">
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td><u><b>Page</b></u></td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom" height="21">ARTICLE I Purchase and Sale
        of Common Stock</td>
      <td height="21">1</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom" height="10"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 1.1 Purchase and Sale of Common Stock</td>
      <td height="10">1</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom" height="7"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 1.2 Purchase Price and Closing</td>
      <td height="7">1</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom" height="11"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 1.3 Delivery</td>
      <td height="11">2</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom" height="21">ARTICLE II Representations and
        Warranties</td>
      <td height="21">2</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 2.1 Representations and Warranties of the
        Company</td>
      <td>2</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom" height="20"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 2.2 Representations and Warranties of the
        Purchaser</td>
      <td height="20">5</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">ARTICLE III Covenants</td>
      <td>7</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 3.1 Listing</td>
      <td>7</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 3.2 Disclosure of Transactions and Other Material
        Information</td>
      <td>7</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 3.3 Delivery of Share Certificates</td>
      <td>8</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">ARTICLE IV Conditions</td>
      <td>8</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 4.1 Conditions Precedent to the Obligation
        of the Company to Close and to Sell the Shares</td>
      <td>8</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 4.2 Conditions Precedent to the Obligation
        of the Purchasers to Close and to Purchase the Shares</td>
      <td>9</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">ARTICLE V Certificate Legend</td>
      <td>10</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 5.1 Legend</td>
      <td>10</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">ARTICLE VI Termination</td>
      <td>11</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 6.1 Termination by Mutual Consent</td>
      <td>11</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 6.2 Effect of Termination</td>
      <td>11</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">ARTICLE VII Miscellaneous</td>
      <td>12</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.1 Fees and Expenses</td>
      <td>12</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.2 Specific Enforcement; Consent to Jurisdiction</td>
      <td>12</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.3 Entire Agreement; Amendment</td>
      <td>12</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.4 Notices</td>
      <td>13</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.5 Waivers</td>
      <td>13</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.6 Headings</td>
      <td>13</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.7 Successors and Assigns</td>
      <td>13</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.8 No Third Party Beneficiaries</td>
      <td>14</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.9 Governing Law</td>
      <td>14</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.10 Survival</td>
      <td>14</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.11 Counterparts</td>
      <td>14</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.12 Publicity</td>
      <td>14</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.13 California Corporate Securities Law</td>
      <td>14</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.14 Severability</td>
      <td>15</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom"><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
        &nbsp;&nbsp; </font>Section 7.15 Further Assurances</td>
      <td>14</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr>
      <td width="90%" valign="bottom">EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT</td>
      <td>A-1</td>
    </tr>
  </table>
  <p>&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">-i-</p>
  <hr width="100%">
  <p align="left">&nbsp;</p>
  <p align="center"><b>SECURITIES PURCHASE AGREEMENT</b></p>
  <p align="center">&nbsp;</p>
  <p align="left">This SECURITIES PURCHASE AGREEMENT this (&quot;Agreement&quot;),
    dated as of February 23, 2011, is made by and between <b>Socket Mobile, Inc.</b>,
    (the &quot;Company&quot;), a Delaware corporation located at 39700 Eureka
    Drive, Newark, California 94560 U.S.A., and <b>AboCom Systems Inc.</b>, (the
    &quot;Purchaser&quot;) a corporation organized under the laws of Taiwan with
    offices at 350 No. 77, Yu-Yih Road, Chu-Nan Chen, Miao-Lih Hsuan, Taiwan,
    R.O.C. for the purchase and sale by the Purchaser of shares of the Company's
    Common Stock, par value $0.001 per share (the &quot;Common Stock&quot;).<br>
  </p>
  <p align="left">The parties hereto agree as follows:</p>
  <p align="left">&nbsp;</p>
  <p align="center"><b>ARTICLE I</b></p>
  <p align="center"><b>Purchase and Sale of Common Stock</b></p>
</div>
<div align="left">
  <p>Section 1.1 <u>Purchase and Sale of Common Stock.</u></p>
  <p>(a) <u>Pricing and total investment</u>. Upon the following terms and conditions,
    the Company shall issue and sell to the Purchaser, and the Purchaser shall
    purchase from the Company that number of shares of Common Stock (the &quot;<u>Shares</u>&quot;)
    at a per share price equal to the closing bid price of the Common Stock on
    the Nasdaq Exchange on the day prior to the signing of this Agreement, for
    a total purchase price of five hundred thousand U.S. dollars ($500,000).</p>
</div>
<div align="right">
<p align="left">(b) <u>Securities</u>. The Company and the Purchaser are executing
    and delivering this Agreement in accordance with and in reliance upon the
    exemption from securities registration afforded by Section 4(2) of the U.S.
    Securities Act of 1933, as amended, and the rules and regulations promulgated
    thereunder (the &quot;<u>Securities Act</u>&quot;), including Regulation D
    (&quot;<u>Regulation D</u>&quot;), and/or upon such other exemption from the
    registration requirements of the Securities Act as may be available with respect
    to any or all of the investment to be made hereunder. The aggregate number
    of Shares issued hereunder shall not exceed seven hundred sixty thousand three
    hundred ninety eight (760,398).</p>
  <p align="left"> Section 1.2 <u>Purchase Price and Closing</u>. The Company
    agrees to issue and sell to the Purchaser and, in consideration of and in
    express reliance upon the representations, warranties, covenants, terms and
    conditions of this Agreement, the Purchaser agrees to purchase the number
    of Shares equal to U.S. $500,000 divided by the latest closing bid price of
    the Common Stock prior to signing this Agreement. The closing of the purchase
    and sale of the Shares to be acquired from the Company under this Agreement
    (the &quot;<u>Closing</u>&quot;) shall take place at the offices of the Company
    located at 39700 Eureka Drive, Newark, California 94560 at 10:00 a.m., Pacific
    Time (i) on or before February 25, 2011, <u>provided</u>, that all of the
    conditions set forth in Article IV hereof and applicable to the Closing shall
    have been fulfilled or waived in accordance herewith, or (ii) at such other
    time and place or on such date as the Purchaser and the Company may agree
    upon (the &quot;<u>Closing Date</u>&quot;). Immediately upon Closing, the
    Purchaser shall credit the sum of $500,000 to the balances due from the Company
    to the Purchaser.</p>
  <p align="left">&nbsp;</p>
  <p align="left">&nbsp;</p>
  <p align="center">1</p>
  <hr width="100%">
  <p align="left">&nbsp;</p>
</div>
<div align="left">Section 1.3 <u>Delivery</u>. At the Closing, the Company shall
  issue to the Purchaser certificate(s) representing the Shares purchased. The
  Shares are sometimes referred to herein as the &quot;<u>Securities</u>&quot;.<br>
</div>
<div align="right">
  <p align="left">&nbsp;</p>
  <p align="center"><b>ARTICLE II</b></p>
  <p align="center"><b>Representations and Warranties</b></p>
</div>
<div align="left">
  <p><br>
    Section 2.1 <u>Representations and Warranties of the Company</u>. In order
    to induce the Purchasers to enter into this Agreement and to purchase the
    Shares, the Company hereby makes the following representations and warranties
    to the Purchaser:</p>
  <p>(a) <u>Organization, Good Standing and Power</u>. The Company is a corporation
    duly incorporated, validly existing and in good standing under the laws of
    the State of Delaware and has the requisite corporate power to own, lease
    and operate its properties and assets and to conduct its business as it is
    now being conducted. The Company does not have any subsidiaries or own securities
    of any kind in any other entity. The Company is duly qualified as a foreign
    corporation to do business and is in good standing in every jurisdiction in
    which the nature of the business conducted or property owned by it makes such
    qualification necessary, except for any jurisdiction(s) (alone or in the aggregate)
    in which the failure to be so qualified will not have a Material Adverse Effect.
    For the purposes of this Agreement, &quot;<u>Material Adverse Effect</u>&quot;
    means any adverse effect on the business, operations, properties or financial
    condition of the Company which is material to the Company taken as a whole.
  </p>
</div>
<div align="left">
  <p><br>
    (b) <u>Authorization; Enforcement</u>. The Company has the requisite corporate
    power and authority to enter into and perform this Agreement, the Registration
    Rights Agreement (in substantially the form attached hereto as <u>Exhibit
    B</u>, the &quot;<u>Registration Rights Agreement</u>&quot;) and the other
    agreements and documents contemplated hereby and thereby and executed by the
    Company or to which the Company is party (collectively, the &quot;<u>Transaction
    Documents</u>&quot;), and to issue and sell the Shares in accordance with
    the terms hereof. The execution, delivery and performance of the Transaction
    Documents by the Company and the consummation by it of the transactions contemplated
    thereby have been duly and validly authorized by all necessary corporate action,
    and no further consent or authorization of the Company, its Board of Directors
    or its stockholders is required. This Agreement has been duly executed and
    delivered by the Company. The other Transaction Documents will have been duly
    executed and delivered by the Company at the Closing. Each of the Transaction
    Documents constitutes, or shall constitute when executed and delivered, a
    valid and binding obligation of the Company enforceable against the Company
    in accordance with its terms, except (i) to the extent that the indemnification
    provisions contained in the Registration Rights Agreement may be limited by
    applicable law and principles of public policy, (ii) as limited by applicable
    bankruptcy, insolvency, reorganization, moratorium and other laws of general
    application affecting enforcement of creditors' rights generally, and (iii)
    as limited by laws relating to the availability of specific performance, injunctive
    relief or other equitable remedies or by general principles of equity.</p>
  <p>&nbsp; </p>
  <p>&nbsp;</p>
  <p align="center">2</p>
  <hr width="100%">
  <p>&nbsp;</p>
</div>
<p align="left">(c) <u>Capitalization</u>. The authorized capital stock of the
  Company as of the date of this Agreement consists of 10,000,000 shares of Common
  Stock, $0.001 par value, of which 3,801,991 shares are issued and outstanding
  and 3,000,000 shares of Preferred Stock, $0.001 par value, none of which are
  issued and outstanding. All of the outstanding shares of the Company's Common
  Stock and any other security of the Company have been duly and validly authorized.
  No shares of Common Stock or any other security of the Company are entitled
  to preemptive rights. Except (i) options to purchase 1,390,173 shares of the
  Company's Common Stock issued pursuant to the Company's stock option plans and
  outstanding as of the date of this Agreement, (ii) an additional 124,939 shares
  of Common Stock reserved for issuance pursuant to the Company's stock option
  plans, (iii) warrants to acquire 636,585 shares of Common Stock upon the exercise
  of the Warrants, (iv) 760,398 shares of common stock reserved for the conversion
  of convertible notes, and (v) except as described in the Transaction Documents,
  there are no outstanding options, warrants, scrip, rights to subscribe to, call
  or commitments of any character whatsoever relating to, or securities or rights
  convertible into, any shares of capital stock of the Company, and there are
  no contracts, commitments, understandings, or arrangements by which the Company
  is or may become bound to issue additional shares of the capital stock of the
  Company or options, securities or rights convertible into shares of capital
  stock of the Company. Except as described in the Transaction Documents, the
  Company is not a party to or bound by any agreement or understanding granting
  registration or anti-dilution rights to any person with respect to any of its
  equity or debt securities. The Company has furnished or made available to the
  Purchasers true and correct copies of the Company's Certificate of Incorporation
  as in effect on the date hereof (the &quot;<u>Certificate</u>&quot;) and the
  Company's Bylaws as in effect on the date hereof (the &quot;<u>Bylaws</u>&quot;).<br>
</p>
<p align="left">(d) <u>Issuance of Securities</u>. The Shares to be issued at
  the Closing have been duly authorized by all necessary corporate action and,
  when paid for or issued in accordance with the terms hereof, the Shares shall
  be validly issued and outstanding, fully paid and nonassessable and free and
  clear of all liens, encumbrances and rights of refusal of any kind (other than
  those arising from the actions or inactions of the Purchaser itself), and the
  holders shall be entitled to all rights accorded to a holder of Common Stock;
  <u>provided</u>, <u>however</u>, that the Shares may be subject to restriction
  or transfer under state and federal securities laws. <br>
</p>
<p align="left">(e) <u>No Conflicts</u>. The execution, delivery and performance
  of the Transaction Documents by the Company and the consummation by the Company
  of the transactions contemplated hereby and thereby do not and will not (i)
  violate any provision of the Certificate or Bylaws, (ii) conflict with, or constitute
  a default (or an event which with notice or lapse of time or both would become
  a default) under, or give to others any rights of termination, amendment, acceleration
  or cancellation of, any agreement, mortgage, deed of trust, indenture, note,
  bond, license, lease agreement, instrument or obligation to which the Company
  is a party or by which the Company's properties or assets are bound, (iii) create
  or impose a lien, mortgage, security interest, charge or encumbrance of any
  nature on any property or asset of the Company under any agreement or any commitment
  to which the Company is a party or by which the Company is bound or by which
  any of its properties or assets are bound, or (iv) result in a violation of
  any federal, state, local or foreign statute, rule, regulation, order, judgment
  or decree (including federal and state securities laws and regulations) applicable
  to the Company or by which any property or asset of the Company is bound or
  affected, except, in all cases other than violations pursuant to clause (i)
  above, for such conflicts, defaults, terminations, amendments, acceleration,
  cancellations and violations as would not, individually or in the aggregate,
  have a Material Adverse Effect.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">3</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(f) <u>Commission Documents; Financial Statements</u>. The Common
  Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange
  Act of 1934, as amended (the &quot;<u>Exchange Act</u>&quot;), and the Company
  has timely filed all material reports, schedules, forms, statements and other
  documents required to be filed by it with the Securities and Exchange Commission
  (the &quot;<u>Commission</u>&quot;) pursuant to the reporting requirements of
  the Exchange Act, including material filed pursuant to Section 13(a) or 15(d)
  of the Exchange Act (all of the foregoing, including filings incorporated by
  reference therein, being referred to herein as the &quot;<u>Commission Documents</u>&quot;).
  The Company has not provided to the Purchasers any material non-public information
  or other information which, according to applicable federal securities law,
  rule or regulation, should have been disclosed publicly by the Company but which
  has not been so disclosed, other than with respect to the transactions contemplated
  by this Agreement. At the time of its filing, the Company's Quarterly Report
  on Form 10-Q for the fiscal quarter ended September 30, 2010 (the &quot;<u>Form
  10-Q</u>&quot;) complied in all material respects with the requirements of the
  Exchange Act and the rules and regulations of the Commission promulgated thereunder,
  and the Form 10-Q did not contain any untrue statement of a material fact or
  omitted to state a material fact required to be stated therein or necessary
  in order to make the statements therein, in light of the circumstances under
  which they were made, not misleading. At the time of its filing, the Company's
  Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the
  &quot;<u>Form 10-K</u>&quot;) complied in all material respects with the requirements
  of the Exchange Act and the rules and regulations of the Commission promulgated
  thereunder, and, at the time of its filing, the Form 10-K did not contain any
  untrue statement of a material fact or omitted to state a material fact required
  to be stated therein or necessary in order to make the statements therein, in
  light of the circumstances under which they were made, not misleading. As of
  their respective dates, the financial statements of the Company included in
  the Form 10-Q and Form 10-K complied as to form in all material respects with
  applicable accounting requirements and the published rules and regulations of
  the Commission or other applicable rules and regulations with respect thereto.
  Such financial statements have been prepared in accordance with generally accepted
  accounting principles (&quot;<u>GAAP</u>&quot;) applied on a consistent basis
  during the periods involved (except (i) as may be otherwise indicated in such
  financial statements or the notes thereto or (ii) in the case of unaudited interim
  statements, to the extent they may not include footnotes or may be condensed
  or summary statements), and fairly present in all material respects the financial
  position of the Company as of the dates thereof and the results of operations
  and cash flows for the periods then ended (subject, in the case of unaudited
  statements, to normal year-end audit adjustments).<br>
</p>
<p align="left">(g) <u>No Undisclosed Events or Circumstances</u>. Since September
  30, 2010, except as set forth in the Commission Documents, no event or circumstance
  has occurred or exists with respect to the Company or its businesses, properties,
  operations or financial condition, which, under applicable federal securities
  law, rule or regulation, requires public disclosure or announcement by the Company
  but which has not been publicly so announced or disclosed.<br>
</p>
<p align="left">(h) <u>Securities Act of 1933</u>. The Company has complied and
  will comply with all applicable federal and state securities laws in connection
  with the offer, issuance and sale of the Shares hereunder. Neither the Company
  nor anyone acting on its behalf, directly or indirectly, has or will sell, offer
  to sell or solicit offers to buy any of the Securities, or similar securities
  to, or solicit offers with respect thereto from, or enter into any preliminary
  conversations or negotiations relating thereto with, any person, or has taken
  or will take any action such that the issuance and sale of any of the Securities
  are not exempt from the registration provisions of the Securities Act and applicable
  state securities laws. Neither the Company nor any of its affiliates, nor any
  person acting on its or their behalf, has engaged in any form of general solicitation
  or general advertising (within the meaning of Regulation D under the Securities
  Act) in connection with the offer or sale of any of the Securities.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">4</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(i) <u>Governmental Approvals</u>. Except for the filing of any
  notice prior or subsequent to the Closing that may be required under applicable
  state and/or federal securities laws (which if required, shall be filed on a
  timely basis), no authorization, consent, approval, license, exemption of, filing
  or registration with any court or governmental department, commission, board,
  bureau, agency or instrumentality located in the United States is or will be
  necessary for, or in connection with, the issuance or delivery of the Shares,
  or for the performance by the Company of its obligations under the Transaction
  Documents.<br>
</p>
<p>Section 2.2 <u>Representations and Warranties of the Purchaser</u>. The Purchaser
  hereby makes the following representations and warranties to the Company with
  respect solely to itself: </p>
<p align="left">(a) <u>Organization and Standing of the Purchaser</u>. The Purchaser
  is a corporation duly incorporated or organized, validly existing and in good
  standing under the laws of the jurisdiction of its incorporation or organization.<br>
</p>
<p align="left">(b) <u>Authorization and Power</u>. Such Purchaser has all requisite
  power and authority to execute and deliver the Transaction Documents, to purchase
  the Shares being sold to it hereunder, and to carry out and perform its obligations
  under the terms of the Transaction Documents. All action on the part of such
  Purchaser necessary for the authorization, execution, delivery and performance
  of the Transaction Documents, and the performance of all such Purchaser's obligations
  under the Transaction Documents, has been taken or will be taken prior to the
  Closing. The Transaction Documents constitute, or shall constitute when executed
  and delivered, valid and legally binding obligations of such Purchaser enforceable
  against such Purchaser in accordance with their terms, except: (i) to the extent
  that the indemnification provisions contained in the Registration Rights Agreement
  may be limited by applicable law and principles of public policy, (ii) as limited
  by applicable bankruptcy, insolvency, reorganization, moratorium and other laws
  of general application affecting enforcement of creditors' rights generally,
  and (iii) as limited by laws relating to the availability of specific performance,
  injunctive relief or other equitable remedies or by general principles of equity.
  No consent, approval, authorization, order, filing, registration or qualification
  of or with any court, governmental authority or third person is required to
  be obtained by the Purchaser in connection with the execution and delivery of
  the Transaction Documents by the Purchaser or the performance of the Purchaser's
  obligations hereunder or thereunder. </p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">5</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(c) <u>Acquisition for Investment</u>. Such Purchaser is purchasing
  the Shares solely for its own account, not as a nominee or agent, and for the
  purpose of investment and not with a view to or for resale in connection with
  the distribution thereof. Such Purchaser does not have a present intention to
  sell any of the Securities, nor a present arrangement (whether or not legally
  binding) or intention to effect any distribution of any of the Securities to
  or through any person or entity. Such Purchaser acknowledges that it (i) has
  such knowledge and experience in financial and business matters such that such
  Purchaser is capable of evaluating the merits and risks of its investment in
  the Company and (ii) is able to bear the financial risks associated with an
  investment in the Company.<br>
</p>
<p align="left">(d) <u>Rule 144</u>. Such Purchaser understands that the Securities
  must be held indefinitely unless such Securities are registered under the Securities
  Act or an exemption from registration is available. Such Purchaser acknowledges
  that it is familiar with the provisions of Rule 144 promulgated pursuant to
  the Securities Act (&quot;<u>Rule 144</u>&quot;), which permit resale of shares
  purchased in a private placement subject to the satisfaction of certain conditions,
  which may include, among other things, the availability of certain current public
  information about the Company; the resale occurring not less than a specified
  period after a party has purchased and paid for the security to be sold; the
  number of shares being sold during any three-month period not exceeding specified
  limitations; the sale being effected through a &quot;brokers' transaction,&quot;
  a transaction directly with a &quot;market maker&quot; or a &quot;riskless principal
  transaction&quot; (as those terms are defined in the Securities Act or the Securities
  Exchange Act of 1934, as amended, and the rules and regulations promulgated
  thereunder); and the filing of a Form 144 notice, if applicable, and that such
  Purchaser has been advised that Rule 144 permits resales only under certain
  circumstances. Such Purchaser understands that to the extent that Rule 144 is
  not available, such Purchaser will be unable to sell any Securities without
  either registration under the Securities Act or the existence of another exemption
  from such registration requirement. Such Purchaser understands that, although
  Rule 144 is not exclusive, the Commission has expressed its opinion that persons
  proposing to sell restricted securities received in a private offering, other
  than pursuant to Rule 144 will have a substantial burden of proof in establishing
  that an exemption from registration is available for such offers or sales, and
  that such persons and the brokers who participate in the transactions do so
  at their own risk.<br>
</p>
<p align="left">(e) <u>General</u>. The Purchaser understands that the Securities
  are being offered and sold in reliance on a transactional exemption from the
  registration requirements of federal and state securities laws, and the Company
  is relying upon the truth and accuracy of the representations, warranties, agreements,
  acknowledgments and understandings of the Purchaser set forth herein in order
  to determine the applicability of such exemptions and the suitability of the
  Purchaser to acquire the Securities. The Purchaser understands that no United
  States federal or state agency or any government or governmental agency has
  passed upon or made any recommendation or endorsement of the Securities.<br>
</p>
<p align="left">(f) <u>Opportunities for Additional Information</u>. The Purchaser
  acknowledges that the Purchaser has had the opportunity to ask questions of
  and receive answers from, or obtain additional information from, the executive
  officers of the Company concerning the Transaction Documents, the exhibits and
  schedules attached hereto and thereto and the transactions contemplated by the
  Transaction Documents, as well as the business, management, financial and other
  affairs of the Company, and to the extent deemed necessary in light of such
  Purchaser's personal knowledge of the Company's affairs, the Purchaser has asked
  such questions and received answers to the full satisfaction of the Purchaser.
  The Purchaser believes that it has received all the information the Purchaser
  considers necessary or appropriate for deciding whether to purchase the Securities.
  The Purchaser also acknowledges that it is relying solely on its own advisors
  and not on any statements or representations of the Company or its agents for
  legal or tax advice with respect to this investment or the transactions contemplated
  by the Transaction Documents.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">6</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(g) <u>No General Solicitation</u>. The Purchaser acknowledges
  that the Securities were not offered to the Purchaser by means of any form of
  general or public solicitation or general advertising, or publicly disseminated
  advertisements or sales literature, including (i) any advertisement, article,
  notice or other communication published in any newspaper, magazine, or similar
  media, or broadcast over television or radio, or (ii) any seminar or meeting
  to which such Purchaser was invited by any of the foregoing means of communications.<br>
</p>
<p align="left">(h) <u>Accredited Investor</u>. The Purchaser is an accredited
  investor (as defined in Rule 501 of Regulation D, promulgated by the Commission
  under the Securities Act), and the Purchaser has such experience in business
  and financial matters that it is capable of evaluating the merits and risks
  of an investment in the Securities. The Purchaser acknowledges that an investment
  in the Securities is speculative and involves a high degree of risk.<br>
</p>
<p align="center"><br>
  <b>ARTICLE III</b></p>
<p align="center"><b>Covenants</b></p>
<p align="center"><br>
</p>
<p>The Company covenants with the Purchaser as follows:<br>
</p>
<p>Section 3.1 <u>Listing</u>. The Company shall notify the NASDAQ Stock Market
  within the time periods required by the NASDAQ Stock Market, of the issuance
  of the Shares. The Company shall use its commercially reasonable efforts to
  maintain the Common Stock's authorization for quotation on the NASDAQ Capital
  Market. The Company shall not take any action which would be reasonably expected
  to result in the delisting or suspension of the Common Stock on the NASDAQ Capital
  Market. The Company shall pay all fees and expenses in connection with satisfying
  its obligations under this <u>Section 3.1</u>.<br>
</p>
<p>Section 3.2 <u>Disclosure of Transactions and Other Material Information</u>.
  On or before 8:30 a.m., New York City time, on the fourth business day immediately
  following the date of this Agreement, the Company shall file a Current Report
  on Form 8-K with the Commission describing the terms of the transactions contemplated
  by the Transaction Documents and including as exhibits to such Current Report
  on Form 8-K this Agreement and the Registration Rights Agreement, and the schedules
  hereto and thereto in the form required by the Exchange Act (including all attachments,
  the &quot;<u>8-K Filing</u>&quot;). From and after the filing of the 8-K Filing
  with the Commission, the Purchaser shall not be in possession of any material,
  nonpublic information received from the Company or any of its officers, directors,
  employees or authorized agents that is not disclosed in the 8-K Filing. The
  Company shall not, and shall cause each of its officers, directors, employees
  and authorized agents not to, provide the Purchaser with any material, nonpublic
  information regarding the Company from and after the filing of the 8-K Filing
  with the Company without the express written consent of the Purchaser. </p>
<p>&nbsp;</p>
<p align="center">7</p>
<hr width="100%">
<p>&nbsp;</p>
<p>Section 3.3 <u>Delivery of Share Certificates</u>. At Closing or as soon thereafter
  as reasonably possible (but in any event no later than two Business Days immediately
  following the Closing Date), the Company shall deliver to the Purchaser certificates
  representing the Shares (in such denominations as the Purchaser may request)
  acquired by the Purchaser at the Closing.<br>
</p>
<p align="center"><b>ARTICLE IV</b></p>
<p align="center"><b>Conditions</b></p>
<p align="center"><br>
</p>
<p>Section 4.1 <u>Conditions Precedent to the Obligation of the Company to Close
  and to Sell the Shares</u>. The obligation hereunder of the Company to close
  and issue and sell the Shares to the Purchaser on the Closing Date is subject
  to the satisfaction or waiver, at or before the Closing, of each of the conditions
  set forth below. These conditions are for the Company's sole benefit and may
  be waived by the Company at any time in its sole discretion.<br>
</p>
<p> (a) <u>Accuracy of the Purchaser's Representations and Warranties</u>. The
  representations and warranties of each Purchaser shall be true and correct in
  all material respects as of the date when made and as of the Closing Date as
  though made at that time, except for representations and warranties that are
  expressly made as of a particular date, which shall be true and correct in all
  material respects as of such date.<br>
</p>
<p>(b) <u>Performance by the Purchaser</u>. The Purchaser shall have performed,
  satisfied and complied in all material respects with all covenants, agreements
  and conditions required by this Agreement to be performed, satisfied or complied
  with by the Purchaser at or prior to the Closing Date.<br>
</p>
<p>(c) <u>No Suspension, Etc</u>. Trading in the Common Stock shall not have been
  suspended by the Commission (except for any suspension of trading of limited
  duration agreed to by the Company, which suspension shall be terminated prior
  to the Closing), and, at any time prior to the Closing Date, trading in securities
  generally as reported by Bloomberg shall not have been suspended or limited,
  or minimum prices shall not have been established on securities whose trades
  are reported by Bloomberg, or quoted by NASDAQ, nor shall a banking moratorium
  have been declared either by the United States or California State authorities,
  nor shall there have occurred any national or international calamity or crisis
  of such magnitude in its effect on any financial market which, in each case,
  in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable
  to purchase the Shares.<br>
</p>
<p>(d) <u>No Injunction</u>. No statute, rule, regulation, executive order, decree,
  ruling or injunction shall have been enacted, entered, promulgated or endorsed
  by any court or governmental authority of competent jurisdiction which prohibits
  the consummation of any of the transactions contemplated by this Agreement.
  <br>
</p>
<p>(e) <u>No Proceedings or Litigation</u>. No action, suit or proceeding before
  any arbitrator or any governmental authority shall have been commenced, and
  no investigation by any governmental authority shall have been threatened, against
  the Company or any of the officers, directors or affiliates of the Company,
  seeking to restrain, prevent or change the transactions contemplated by this
  Agreement, or seeking damages in connection with such transactions.</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">8</p>
<hr width="100%">
<p>&nbsp;</p>
<p>(f) <u>Delivery of Purchase Price</u>. The Purchase Price for the Shares in
  the form of a credit memo shall have been delivered to the Company by the Purchaser
  at the Closing.<br>
</p>
<p>(g) <u>Delivery of Transaction Documents</u>. The Transaction Documents to
  which the Purchaser is a party shall have been duly executed and delivered by
  the Purchaser to the Company.<br>
</p>
<p>Section 4.2 <u>Conditions Precedent to the Obligation of the Purchaser to Close
  and to Purchase the Shares</u>. The obligation hereunder of the Purchaser to
  purchase the Shares and consummate the transaction contemplated by this Agreement
  is subject to the satisfaction or waiver, at or before the Closing, of each
  of the conditions set forth below. These conditions are for the Purchaser's
  sole benefit and may be waived by the Purchaser at any time in its sole discretion.
</p>
<p>(a) <u>Accuracy of the Company's Representations and Warranties</u>. Each of
  the representations and warranties of the Company in this Agreement shall be
  true and correct in all material respects as of the Closing Date, except for
  representations and warranties that speak as of a particular date, which shall
  be true and correct in all material respects as of such date.<br>
</p>
<p>(b) <u>Performance by the Company</u>. The Company shall have performed, satisfied
  and complied in all material respects with all covenants, agreements and conditions
  required by this Agreement to be performed, satisfied or complied with by the
  Company at or prior to the Closing Date.<br>
</p>
<p>(c) <u>No Suspension, Etc</u>. Trading in the Common Stock shall not have been
  suspended by the Commission (except for any suspension of trading of limited
  duration agreed to by the Company, which suspension shall be terminated prior
  to the Closing), and, at any time prior to the Closing Date, trading in securities
  generally as reported by Bloomberg shall not have been suspended or limited,
  or minimum prices shall not have been established on securities whose trades
  are reported by Bloomberg, or quoted by NASDAQ, nor shall a banking moratorium
  have been declared either by the United States or California State authorities,
  nor shall there have occurred any national or international calamity or crisis
  of such magnitude in its effect on any financial market which, in each case,
  in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable
  to purchase the Shares.<br>
</p>
<p>(d) <u>No Injunction</u>. No statute, rule, regulation, executive order, decree,
  ruling or injunction shall have been enacted, entered, promulgated or endorsed
  by any court or governmental authority of competent jurisdiction which prohibits
  the consummation of any of the transactions contemplated by this Agreement.<br>
</p>
<p>(e) <u>No Proceedings or Litigation</u>. No action, suit or proceeding before
  any arbitrator or any governmental authority shall have been commenced, and
  no investigation by any governmental authority shall have been threatened, against
  the Company or any of the officers, directors or affiliates of the Company,
  seeking to restrain, prevent or change the transactions contemplated by this
  Agreement, or seeking damages in connection with such transactions.</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">9</p>
<hr width="100%">
<p>&nbsp;</p>
<p>(f) <u>Shares</u>. The Company shall have made arrangements for delivery of
  the certificates representing the Shares (in such denominations as the Purchaser
  may request) being acquired by the Purchaser at the Closing. <br>
</p>
<p>(g) <u>Reservation of Shares</u>. As of the Closing Date, the Company shall
  have reserved out of its authorized and unissued Common Stock, solely for the
  purpose of effecting the issuance of the Shares, a number of shares of Common
  Stock equal to the number of Shares issuable.<br>
</p>
<p>(h) <u>Secretary's Certificate</u>. The Company shall have delivered to the
  Purchaser a secretary's certificate, dated as of the Closing Date, as to (i)
  the adoption of resolutions consistent with Section 2.1(b), (ii) the Certificate
  and the Bylaws, each as in effect at the Closing, and (iii) the authority and
  incumbency of the officers of the Company executing the Transaction Documents
  and any other documents required to be executed or delivered in connection therewith.<br>
</p>
<p>(i) <u>Officer's Certificate</u>. On the Closing Date, the Company shall have
  delivered to the Purchaser a certificate of an executive officer of the Company,
  dated as of the Closing Date, confirming the accuracy of the Company's representations,
  warranties and covenants as of the Closing Date and confirming the compliance
  by the Company with the conditions precedent set forth in this <u>Section 4.2</u>
  as of the Closing Date.<br>
</p>
<p>(j) <u>Registration Rights Agreement</u>. As of the Closing Date, the parties
  shall have entered into the Registration Rights Agreement in the Form of <u>Exhibit
  B</u> attached hereto.<br>
  <br>
</p>
<p align="center"><b>ARTICLE V</b></p>
<p align="center"><b>Certificate Legend</b><br>
  <br>
</p>
<p>Section 5.1 <u>Legend</u>. Each certificate representing the Shares shall be
  stamped or otherwise imprinted with a legend substantially in the following
  form (in addition to any legend required by applicable state securities or &quot;blue
  sky&quot; laws): </p>
<p>&quot;THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
  STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
  AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS,
  OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
  REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
  IS NOT REQUIRED.&quot;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">10</p>
<hr width="100%">
<p>&nbsp;</p>
<p>The legend set forth above shall be removed and the Company shall issue a certificate
  without such legend to the holder of the Securities upon which it is stamped
  if, unless otherwise required by state securities laws, (i) while such Securities
  are registered for resale under the 1933 Act, (ii) in connection with a sale,
  assignment or other transfer, such holder provides the Company with an opinion
  of counsel reasonably satisfactory to the Company, in a generally acceptable
  form, to the effect that such sale, assignment or transfer of the Securities
  may be made without registration under the applicable requirements of the 1933
  Act and that such legend is no longer required, or (iii) such holder provides
  the Company with reasonable assurance that the Securities can be sold, assigned
  or transferred pursuant to Rule 144 or Rule 144A, and such holder delivers the
  legended Securities to the Company or the Company's transfer agent. <br>
</p>
<p align="center"><b><br>
  ARTICLE VI</b></p>
<p align="center"><b>Termination</b><br>
</p>
<p><br>
  Section 6.1 <u>Termination by Mutual Consent</u>. This Agreement may be terminated
  at any time prior to the Closing Date by the mutual written consent of the Company
  and the Purchaser. </p>
<p>Section 6.2 <u>Effect of Termination</u>. In the event of termination by the
  Company or the Purchaser, written notice thereof shall forthwith be given to
  the other party and the transactions contemplated by this Agreement shall be
  terminated without further action by any party. If this Agreement is terminated
  as provided in <u>Section 6.1</u> herein, this Agreement shall become void and
  of no further force and effect, except for <u>Sections 7.1</u> and <u>7.2</u>.
  Nothing in this <u>Section 6.2</u> shall be deemed to release the Company or
  the Purchaser from any liability for any breach under this Agreement or to impair
  the rights of the Company or the Purchaser to compel specific performance by
  the other party of its obligations under this Agreement.</p>
<p align="center"><b><br>
  ARTICLE VII</b></p>
<p align="center"><b>Miscellaneous</b><br>
</p>
<p><br>
  Section 7.1 <u>Fees and Expenses</u>. Each party shall pay the fees and expenses
  of its advisors, counsel, accountants and other experts, if any, and all other
  expenses, incurred by such party incident to the negotiation, preparation, execution,
  delivery and performance of this Agreement. </p>
<p>Section 7.2 <u>Specific Enforcement; Consent to Jurisdiction</u>. </p>
<p>(a) The Company and the Purchaser acknowledge and agree that irreparable damage
  would occur in the event that any of the provisions of this Agreement or the
  other Transaction Documents were not performed in accordance with their specific
  terms or were otherwise breached. It is accordingly agreed that the parties
  shall be entitled to an injunction or injunctions to prevent or cure breaches
  of the provisions of this Agreement or the other Transaction Documents and to
  enforce specifically the terms and provisions hereof or thereof, this being
  in addition to any other remedy to which any of them may be entitled by law
  or equity.</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">11</p>
<hr width="100%">
<p>&nbsp;</p>
<p>(b) With respect to any disputes arising out of or related to this Agreement
  or any of the other Transaction Documents or the transactions contemplated hereby
  or thereby, the parties consent to the exclusive jurisdiction of, and venue
  in, the state courts in Alameda County in the State of California (or in the
  event of exclusive federal jurisdiction, the courts of the Northern District
  of California). The parties hereby waive, and agree not to assert in any such
  suit, action or proceeding, any claim that it is not personally subject to the
  jurisdiction of such court, that the suit, action or proceeding is brought in
  an inconvenient forum or that the venue of the suit, action or proceeding is
  improper. The Company and each Purchaser consent to process being served in
  any such suit, action or proceeding by mailing a copy thereof to such party
  at the address in effect for notices to it under this Agreement and agrees that
  such service shall constitute good and sufficient service of process and notice
  thereof. Nothing in this <u>Section 7.2</u> shall affect or limit any right
  to serve process in any other manner permitted by law. The Company and the Purchasers
  hereby agree that the prevailing party in any suit, action or proceeding arising
  out of or relating to the Shares, this Agreement, or the Registration Rights
  Agreement shall be entitled to reimbursement for reasonable legal fees from
  the non-prevailing party.<br>
</p>
<p>Section 7.3 <u>Entire Agreement; Amendment</u>. This Agreement and the Transaction
  Documents contain the entire understanding and agreement of the parties with
  respect to the matters covered hereby and, except as specifically set forth
  herein or in the other Transaction Documents, neither the Company nor the Purchaser
  make any representation, warranty, covenant or undertaking with respect to such
  matters, and they supersede all prior understandings and agreements with respect
  to said subject matter, all of which are merged herein. No provision of this
  Agreement may be waived or amended other than by a written instrument signed
  by the Company and the Purchaser and no provision hereof may be waived other
  than by a written instrument signed by the party against whom enforcement of
  any such amendment or waiver is sought. <br>
</p>
<p>Section 7.4 <u>Notices</u>. Any notice, demand, request, waiver or other communication
  required or permitted to be given hereunder shall be in writing and shall be
  effective (a) upon hand delivery if delivered in person or upon transmission
  if sent by telecopy or facsimile at the address or number designated below (if
  delivered on a business day during normal business hours where such notice is
  to be received), or the first business day following such delivery (if delivered
  other than on a business day during normal business hours where such notice
  is to be received), or (b) on the second business day following the date of
  mailing by express courier service, fully prepaid, addressed to such address,
  or upon actual receipt of such mailing, whichever shall first occur. The addresses
  for such communications shall be:<br>
</p>
<table cols=2 width="50%">
  <tr valign="bottom">
    <td>If to the Company:</td>
    <td>
      <div align="left"><font face="Times New Roman, Times, serif">Socket Mobile,
        Inc.</font> </div>
    </td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>39700 Eureka Drive</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>Newark, California 94560</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>Attention: David Dunlap, CFO</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>Telecopier: (510) 933-3104</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>
      <div align="left"><font face="Times New Roman, Times, serif" size="3">Telephone:
        (510) 933-3000&nbsp; </font> </div>
    </td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">12</p>
<hr width="100%">
<p>&nbsp;</p>
<table cols=2 width="50%">
  <tr valign="bottom">
    <td>If to the Purchaser:</td>
    <td>
      <div align="left">AboCom Systems Inc.</div>
    </td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>350 No. 77, Yu-Hih Road</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>Chu-Nan Chen, Miao-Lih Hsuan</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>Taiwan, R.O.C.</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>Attention: Eric Oh-Yang</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>Telecopier: +886 (37) 580-799</td>
  </tr>
  <tr valign="bottom">
    <td>&nbsp;</td>
    <td>
      <div align="left"><font face="Times New Roman, Times, serif" size="3">Telephone:
        +886 (37) 580-077&nbsp; </font> </div>
    </td>
  </tr>
</table>
<p>Any party hereto may from time to time change its address for notices by giving
  at least ten (10) days written notice of such changed address to the other party
  hereto.<br>
</p>
<p>Section 7.5 <u>Waivers</u>. No waiver by any party of any default with respect
  to any provision, condition or requirement of this Agreement shall be deemed
  to be a continuing waiver in the future or a waiver of any other provision,
  condition or requirement hereof, nor shall any delay or omission of any party
  to exercise any right hereunder in any manner impair the exercise of any such
  right accruing to it thereafter.<br>
</p>
<p>Section 7.6 <u>Headings</u>. The article, section and subsection headings in
  this Agreement are for convenience only and shall not constitute a part of this
  Agreement for any other purpose and shall not be deemed to limit or affect any
  of the provisions hereof.<br>
</p>
<p>Section 7.7 <u>Successors and Assigns</u>. This Agreement shall be binding
  upon and inure to the benefit of the parties and their successors and assigns.
  After the Closing, the assignment by a party to this Agreement of any rights
  hereunder shall not affect the obligations of such party under this Agreement.
  Except as provided herein, the Purchaser may not assign the Shares or their
  rights under this Agreement and the other Transaction Documents and any other
  rights hereto and thereto without the consent of the Company.<br>
</p>
<p>Section 7.8 <u>No Third Party Beneficiaries</u>. This Agreement is intended
  for the benefit of the parties hereto and their respective permitted successors
  and assigns and is not for the benefit of, nor may any provision hereof be enforced
  by, any other person.<br>
</p>
<p>Section 7.9 <u>Governing Law</u>. This Agreement shall be governed by and construed
  in accordance with the internal laws of the State of California, without giving
  effect to the choice of law provisions. This Agreement shall not be interpreted
  or construed with any presumption against the party causing this Agreement to
  be drafted.<br>
</p>
<p>Section 7.10 <u>Survival</u>. Unless this Agreement is terminated under <u>Section
  6.1</u>, the representations and warranties of the Company and the Purchaser
  contained in Article II shall survive the execution and delivery hereof and
  the Closing until the date one (1) year from the Closing Date, and the agreements
  and covenants set forth in Articles I, III, V and VII of this Agreement shall
  survive the execution and delivery hereof and the Closing hereunder.<br>
</p>
<p>Section 7.11 <u>Counterparts</u>. This Agreement may be executed in any number
  of counterparts, all of which taken together shall constitute one and the same
  instrument and shall become effective when counterparts have been signed by
  each party and delivered to the other parties hereto, it being understood that
  all parties need not sign the same counterpart. </p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">13</p>
<hr width="100%">
<p>&nbsp;</p>
<p>Section 7.12 <u>Publicity</u>. The Company agrees that it will not disclose,
  and will not include in any public announcement, the name of the Purchaser without
  the consent of the Purchaser, which consent shall not be unreasonably withheld
  or delayed, or unless and until such disclosure is required by law, rule or
  applicable regulation, and then only to the extent of such requirement; provided,
  however, that the Purchaser acknowledges and agrees that they will be included
  as a selling shareholder in the Registration Statement.<br>
</p>
<p>Section 7.13 <u>California Corporate Securities Law</u>. THE SALE OF THE SECURITIES
  THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER
  OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES
  OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO
  SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM
  QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS
  CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED
  UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.<br>
</p>
<p>Section 7.14 <u>Severability</u>. The provisions of this Agreement are severable
  and, in the event that any court of competent jurisdiction shall determine that
  any one or more of the provisions or part of the provisions contained in this
  Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
  in any respect, such invalidity, illegality or unenforceability shall not affect
  any other provision or part of a provision of this Agreement and this Agreement
  shall be reformed and construed as if such invalid or illegal or unenforceable
  provision, or part of such provision, had never been contained herein, so that
  such provisions would be valid, legal and enforceable to the maximum extent
  possible.<br>
</p>
<p>Section 7.15 <u>Further Assurances</u>. From and after the date of this Agreement,
  upon the request of the Purchaser or the Company, the Company and the Purchaser
  shall execute and deliver such instruments, documents and other writings as
  may be reasonably necessary or desirable to confirm and carry out and to effectuate
  fully the intent and purposes of this Agreement and the Registration Rights
  Agreement.</p>
<p>&nbsp;</p>
<p align="center">[Remainder of page intentionally left blank. Signature pages
  to follow.]</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">14</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p>IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
  executed by their respective authorized officers as of the date first above
  written.</p>
<p>&nbsp;</p>
<table width="30%" border="0" cellspacing="0" cellpadding="0" align="center">
  <tr>
    <td><b>COMPANY:</b></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td><b>SOCKET MOBILE, INC.</b></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td>By: <u>/s/ David W. Dunlap</u></td>
  </tr>
  <tr>
    <td>Name: David W. Dunlap</td>
  </tr>
  <tr>
    <td>Title: Chief Financial Officer</td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td><b>PURCHASER:</b></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td><b>ABOCOM SYSTEMS INC.</b></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td>By: <u>/s/ Eric Oh-Yang</u></td>
  </tr>
  <tr>
    <td>Name: Eric Oh-Yang</td>
  </tr>
  <tr>
    <td>Title: President/CEO</td>
  </tr>
</table>
<div align="right"></div>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<hr width="100%">
<p>&nbsp;</p>
<p align="center"><b>EXHIBIT A</b></p>
<p align="center"><b>FORM OF REGISTRATION RIGHTS AGREEMENT</b></p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex1014.htm
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
<html>
<head>
<title>Untitled Document</title>
</head>

<body bgcolor="#FFFFFF">
<div align="right"></div>
<div align="right">
  <p><b>Exhibit 10.14</b></p>
  <p>&nbsp;</p>
  <p align="center"><b><br>
    <u>REGISTRATION RIGHTS AGREEMENT</u></b></p>
  <p align="left"><br>
    This Registration Rights Agreement (this &quot;<u>Agreement</u>&quot;) is
    made and entered into as of February 23, 2011, by and between Socket Mobile,
    Inc., a Delaware corporation (the &quot;<u>Company</u>&quot;), and AboCom
    Systems Inc., a corporation organized under the laws of Taiwan (the &quot;<u>Purchaser</u>&quot;).</p>
  <p align="left">WHEREAS, upon the terms and subject to the conditions of the
    Securities Purchase Agreement, dated as of the date hereof (the &quot;<u>Purchase
    Agreement</u>&quot;), the Company has agreed to issue and sell shares of its
    Common Stock; and </p>
  <p align="left">WHEREAS, to induce the Purchasers to execute and deliver the
    Purchase Agreement and to purchase the Shares, the Company has agreed to provide
    certain registration rights under the Securities Act of 1933, as amended,
    with respect to the Shares.</p>
  <p align="left">NOW, THEREFORE, in consideration of the representations, warranties
    and agreements contained herein and other good and valuable consideration,
    the receipt and legal adequacy of which are hereby acknowledged by the parties,
    the Company and the Purchaser hereby agree as follows:</p>
  <p align="left">1. <u>Definitions</u>.<br>
  </p>
  <p align="left">Capitalized terms used but not otherwise defined herein shall
    have the meanings given such terms in the Purchase Agreement. As used in this
    Agreement, the following terms shall have the following meanings:<br>
  </p>
  <p align="left">&quot;<u>Affiliate</u>&quot; means, with respect to any Person,
    any other Person that directly or indirectly controls or is controlled by
    or under common control with such Person. For the purposes of this definition,
    &quot;<u>control</u>,&quot; when used with respect to any Person, means the
    possession, direct or indirect, of the power to direct or cause the direction
    of the management and policies of such Person, whether through the ownership
    of voting securities, by contract or otherwise; and the terms &quot;<u>affiliated</u>,&quot;
    &quot;<u>controlling</u>&quot; and &quot;<u>controlled</u>&quot; have meanings
    correlative to the foregoing.<br>
  </p>
  <p align="left">&quot;<u>Board</u>&quot; shall have the meaning set forth in
    Section 3(m).<br>
  </p>
  <p align="left">&quot;<u>Business Day</u>&quot; means any day except Saturday,
    Sunday and any day which is a legal holiday or a day on which banking institutions
    in the state of California generally are authorized or required by law or
    other government actions to close.<br>
  </p>
  <p align="left">&quot;<u>Commission</u>&quot; means the Securities and Exchange
    Commission.<br>
  </p>
  <p align="left">&quot;<u>Common Shares</u>&quot; shall have the meaning set
    forth in the definition of &quot;Registrable Securities.&quot;<br>
  </p>
  <p align="left">&quot;<u>Common Stock</u>&quot; means the Company's Common Stock,
    $0.001 par value.</p>
  <p align="left">&nbsp;</p>
  <p align="center">&nbsp;</p>
  <p align="center">1</p>
  <hr width="100%">
  <p align="left">&nbsp;</p>
  <p align="left">&quot;<u>Effectiveness Date</u>&quot; means, with respect to
    the Registration Statement, the date on which the Registration is declared
    effective by the SEC, which date shall not be more than 90 days after the
    date of this Agreement. <br>
  </p>
  <p align="left"> &quot;<u>Effectiveness Period</u>&quot; shall have the meaning
    set forth in Section 2.<br>
  </p>
  <p align="left">&quot;<u>Exchange Act</u>&quot; means the Securities Exchange
    Act of 1934, as amended.<br>
  </p>
  <p align="left">&quot;<u>Holder</u>&quot; means, collectively, each holder from
    time to time of Registrable Securities including, without limitation, the
    Purchaser and its assignees. To the extent this Agreement refers to an election,
    consent, waiver, request or approval of or by the Holders, such reference
    shall mean an election, consent, waiver, request or approval by the Holders
    of a majority in interest of the then-outstanding Registrable Securities.<br>
  </p>
  <p align="left">&quot;<u>Indemnified Party</u>&quot; shall have the meaning
    set forth in Section 6(c).<br>
  </p>
  <p align="left">&quot;<u>Indemnifying Party</u>&quot; shall have the meaning
    set forth in Section 6(c).<br>
  </p>
  <p align="left">&quot;<u>Investor Counsel</u>&quot; means an attorney selected
    by and acting as counsel on behalf of the Holder(s).<br>
  </p>
  <p align="left">&quot;<u>Losses</u>&quot; shall have the meaning set forth in
    Section 6(a).<br>
  </p>
  <p align="left">&quot;<u>Person</u>&quot; means an individual or a corporation,
    partnership, trust, incorporated or unincorporated association, joint venture,
    limited liability company, joint stock company, government (or an agency or
    political subdivision thereof) or other entity of any kind.<br>
  </p>
  <p align="left">&quot;<u>Proceeding</u>&quot; means an action, claim, suit,
    investigation or proceeding (including, without limitation, an investigation
    or partial proceeding, such as a deposition), whether commenced or threatened.<br>
  </p>
  <p align="left">&quot;<u>Prospectus</u>&quot; means the prospectus included
    in the Registration Statement (including, without limitation, a prospectus
    that includes any information previously omitted from a prospectus filed as
    part of an effective registration statement in reliance upon Rule 430A promulgated
    under the Securities Act), as amended or supplemented by any prospectus supplement,
    with respect to the terms of the offering of any portion of the Registrable
    Securities covered by the Registration Statement, and all other amendments
    and supplements to the Prospectus, including post-effective amendments, and
    all material incorporated by reference in such Prospectus, as applicable.<br>
  </p>
  <p align="left">&quot;<u>Registrable Securities</u>&quot; means (i) the shares
    of Common Stock issued or issuable pursuant to the Purchase Agreement, and
    upon any stock split, stock dividend, recapitalization or similar event with
    respect to such shares of Common Stock and any other securities issued in
    exchange of or replacement of such shares of Common Stock (collectively, the
    &quot;<u>Common Shares</u>&quot;); until in the case of any particular Common
    Share (a) a Registration Statement covering such Common Share has been declared
    effective by the Commission and continues to be effective during the Effectiveness
    Period, (b) such Common Share is sold in compliance with Rule 144 or (c) such
    Common Share may be sold in compliance with Rule 144 without restriction,
    after which time such Common Share shall not be a Registrable Security.</p>
  </div>
<div align="right"><p align="left">&nbsp;</p>
  <p align="left">&nbsp;</p>
  <p align="center">2</p>
  <hr width="100%">
  <p align="left">&nbsp;</p>
</div>
<blockquote>
  <div align="left"></div>
</blockquote>
<div align="left">
  <p>&quot;<u>Registration Statement</u>&quot; means the registration statement,
    including the Prospectus, amendments and supplements to such registration
    statement or Prospectus, including, as applicable, any pre- and post-effective
    amendments, all exhibits thereto, and all material incorporated by reference
    in such registration statement, for the Shares required to be filed by the
    Company with the Commission pursuant to this Agreement.<br>
  </p>
  <p>&quot;<u>Required Effective Date</u>&quot; shall have the meaning set forth
    in Section 8(b).<br>
  </p>
  <p>&quot;<u>Rule 144</u>&quot; means Rule 144 promulgated by the Commission
    pursuant to the Securities Act, as such Rule may be amended from time to time,
    or any similar rule or regulation hereafter adopted by the Commission having
    substantially the same effect as such Rule.<br>
  </p>
  <p>&quot;<u>Rule 158</u>&quot; means Rule 158 promulgated by the Commission
    pursuant to the Securities Act, as such Rule may be amended from time to time,
    or any similar rule or regulation hereafter adopted by the Commission having
    substantially the same effect as such Rule.<br>
  </p>
  <p>&quot;<u>Rule 415</u>&quot; means Rule 415 promulgated by the Commission
    pursuant to the Securities Act, as such Rule may be amended from time to time,
    or any similar rule or regulation hereafter adopted by the Commission having
    substantially the same effect as such Rule.<br>
  </p>
  <p>&quot;<u>Securities Act</u>&quot; means the Securities Act of 1933, as amended.<br>
  </p>
  <p>2. <u>Registration</u>. The Company shall prepare and file with the Commission
    a Registration Statement covering the resale of the Registrable Securities
    for an offering to be made on a continuous basis pursuant to Rule 415. The
    Registration Statement shall be on Form S-3 (except if the Company is not
    then eligible to register for resale the Registrable Securities on Form S-3,
    in which case such registration shall be on another appropriate form in accordance
    with the Securities Act and the rules promulgated thereunder). The Company
    shall (i) not permit any securities other than the Registrable Securities
    to be included in the Registration Statement, (ii) use its commercially reasonable
    efforts to cause the Registration Statement to be declared effective under
    the Securities Act (including filing with the Commission a request for acceleration
    of effectiveness in accordance with Rule 461 promulgated under the Securities
    Act within five (5) Business Days of the date that the Company is notified
    in writing by the Commission that the Registration Statement will not be &quot;reviewed,&quot;
    or not be subject to further review) as soon as possible after the filing
    thereof, but in any event prior to the Effectiveness Date, and (iii) keep
    such Registration Statement continuously effective under the Securities Act
    until the earliest to occur of: (x) the date on which all shares of Common
    Stock sold pursuant to the Purchase Agreement may be sold under Rule 144,
    or (y) the date on which all shares Common Stock sold pursuant to the Purchase
    Agreement have been sold by the Purchasers who purchased such shares pursuant
    to the Purchase Agreement (the &quot;<u>Effectiveness Period</u>&quot;). <br>
  </p>
  <p>3. <u>Registration Procedures; Company's Obligations</u>.<br>
  </p>
  <p>In connection with the registration of the Registrable Securities, the Company
    shall: </p>
  <p>&nbsp;</p>
  <p>&nbsp;</p>
  <p align="center">3</p>
  <hr width="100%">
  <p>&nbsp;</p>
</div>
<p align="left">(a) Prepare and file with the Commission a Registration Statement
  on Form S-3 (or if the Company is not then eligible to register for resale the
  Registrable Securities on Form S-3 such registration shall be on another appropriate
  form in accordance with the Securities Act and the Rules promulgated thereunder)
  in accordance with the method or methods of distribution thereof as specified
  herein, and use its commercially reasonable efforts to cause the Registration
  Statement to become effective on or before the Effectiveness Date and remain
  effective as provided herein; <u>provided</u>, <u>however</u>, that not less
  than three (3) Business Days prior to the filing of the Registration Statement
  or any related Prospectus or any amendment or supplement thereto (including
  any document that would be incorporated therein by reference), the Company shall
  furnish to the Investor Counsel copies of all such documents proposed to be
  filed, which documents (other than those incorporated by reference) will be
  subject to the timely review of and comment by such Investor Counsel.<br>
</p>
<p align="left">(b) Use its commercially reasonable efforts to (i) prepare and
  file with the Commission such amendments, including post-effective amendments,
  to the Registration Statement as may be necessary to keep the Registration Statement
  continuously effective as to the applicable Registrable Securities for the Effectiveness
  Period in order to register for resale under the Securities Act all of the Registrable
  Securities; (ii) cause the related Prospectus to be amended or supplemented
  by any required Prospectus supplement, and as so supplemented or amended to
  be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
  under the Securities Act; (iii) respond promptly to any comments received from
  the Commission with respect to the Registration Statement or any amendment thereto
  and promptly provide the Special Counsel with true and complete copies of all
  correspondence from and to the Commission relating to the Registration Statement;
  and (iv) comply in all material respects with the provisions of the Securities
  Act and the Exchange Act with respect to the disposition of all Registrable
  Securities covered by the Registration Statement during the Effectiveness Period
  in accordance with the intended methods of disposition set forth in the Registration
  Statement as so amended or in such Prospectus as so supplemented.<br>
</p>
<p align="left">(c) Promptly notify the Investor Counsel (and, in the case of
  (i)(C) below, no later than the first Business Day following the date on which
  the Registration Statement becomes effective) and (only if requested by Investor
  Counsel) confirm such notice in writing no later than three (3) Business Days
  following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
  amendment to the Registration Statement is proposed to be filed, (B) when the
  Commission notifies the Company whether there will be a &quot;review&quot; of
  such Registration Statement and whenever the Commission comments in writing
  on such Registration Statement, and (C) with respect to the Registration Statement
  or any post-effective amendment, when the same has become effective; (ii) of
  any request by the Commission or any other Federal or state governmental authority
  for amendments or supplements to the Registration Statement or Prospectus or
  for additional information; (iii) of the issuance by the Commission of any stop
  order suspending the effectiveness of the Registration Statement covering any
  or all of the Registrable Securities or the initiation of any Proceedings for
  that purpose; (iv) of the receipt by the Company of any notification with respect
  to the suspension of the qualification or exemption from qualification of any
  of the Registrable Securities for sale in any jurisdiction, or the initiation
  or threatening of any Proceeding for such purpose; and (v) of the occurrence
  of any event that makes any statement made in the Registration Statement or
  Prospectus or any document incorporated or deemed to be incorporated therein
  by reference untrue in any material respect or that requires any revisions to
  the Registration Statement, Prospectus or other documents so that, in the case
  of the Registration Statement or the Prospectus, as the case may be, it will
  not contain any untrue statement of a material fact or omit to state any material
  fact required to be stated therein or necessary to make the statements therein,
  in the light of the circumstances under which they were made, not misleading.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">4</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">The Company shall promptly furnish to Investor Counsel, without
  charge, (i) any correspondence from the Commission or the Commission's staff
  to the Company or its representatives relating to any Registration Statement,
  and (ii) promptly after the same is prepared and filed with the Commission,
  a copy of any written response to the correspondence received from the Commission.<br>
</p>
<p align="left">(d) Use its commercially reasonable efforts to avoid the issuance
  of, or, if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
  of the Registration Statement, or (ii) any suspension of the qualification (or
  exemption from qualification) of any of the Registrable Securities for sale
  in any U.S. jurisdiction, at the earliest practicable moment.<br>
</p>
<p align="left">(e) If requested by Investor Counsel, (i) promptly incorporate
  in a Prospectus supplement or post-effective amendment to the Registration Statement
  such information as the Company reasonably agrees should be included therein,
  and (ii) make all required filings of such Prospectus supplement or such post-effective
  amendment as soon as practicable after the Company has received notification
  of the matters to be incorporated in such Prospectus supplement or post-effective
  amendment.<br>
</p>
<p align="left">(f) Furnish to the Holder and Investor Counsel, without charge,
  at least one conformed copy of each Registration Statement and each amendment
  thereto, including financial statements and schedules, all documents incorporated
  or deemed to be incorporated therein by reference, and all exhibits to the extent
  requested by such Holder or Investor Counsel (including those incorporated by
  reference, but excluding those previously furnished) promptly after the filing
  of such documents with the Commission.<br>
</p>
<p align="left">(g) Promptly deliver to the Holder and Investor Counsel, without
  charge, as many copies of the Registration Statement, Prospectus or Prospectuses
  (including each form of prospectus) and each amendment or supplement thereto
  as such Persons may reasonably request.<br>
</p>
<p align="left">(h) Prior to any public offering of Registrable Securities, use
  its commercially reasonable efforts to register or qualify or cooperate with
  the selling Holder and Investorl Counsel in connection with the registration
  or qualification (or exemption from such registration or qualification) of such
  Registrable Securities for offer and sale under the securities or Blue Sky laws
  of such jurisdictions within the United States as the Holder reasonably requests
  in writing, to keep each such registration or qualification (or exemption therefrom)
  effective during the Effectiveness Period and to do any and all other acts or
  things necessary or advisable to enable the disposition in such jurisdictions
  of the Registrable Securities covered by a Registration Statement; <u>provided</u>,
  <u>however</u>, that the Company shall not be required to qualify generally
  to do business in any jurisdiction where it is not then so qualified or to take
  any action that would subject it to general service of process in any such jurisdiction
  where it is not then so subject or subject the Company to any tax in any such
  jurisdiction where it is not then so subject.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">5</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(i) Cooperate with the Holder to facilitate the timely preparation
  and delivery of certificates representing Registrable Securities to be sold
  pursuant to a Registration Statement and to enable such Registrable Securities
  to be in such denominations and registered in such names as the Holder may request
  to the Company's transfer agent at least two (2) Business Days prior to any
  sale of Registrable Securities.<br>
</p>
<p align="left">(j) Upon the occurrence of any event contemplated by Section 3(c)(v),
  promptly prepare a supplement or amendment, including a post-effective amendment,
  to the Registration Statement or a supplement to the related Prospectus or any
  document incorporated or deemed to be incorporated therein by reference, and
  file any other required document so that, as thereafter delivered, neither the
  Registration Statement nor such Prospectus will contain an untrue statement
  of a material fact or omit to state a material fact required to be stated therein
  or necessary to make the statements therein, in the light of the circumstances
  under which they were made, not misleading.<br>
</p>
<p align="left">(k) Use its commercially reasonable efforts to cause all Registrable
  Securities relating to such Registration Statement to be quoted on any securities
  exchange, quotation system, market or over the counter bulletin board on which
  the same securities issued by the Company are then listed. <br>
</p>
<p align="left">(l) Use its commercially reasonable efforts to comply in all material
  respects with all applicable rules and regulations of the Commission and make
  generally available to its security holders earning statements satisfying the
  provisions of Section 11(a) of the Securities Act and Rule 158 not later than
  ninety (90) days after the end of any twelve (12) month period commencing on
  the first day of the first fiscal quarter of the Company after the effective
  date of the Registration Statement, which statement shall conform to the requirements
  of Rule 158.<br>
</p>
<p align="left">(m) If, in the good faith judgment of the Board of Directors of
  the Company (the &quot;<u>Board</u>&quot;) and reflected in a formal resolution
  of the Board, the continued effectiveness of the Registration Statement covering
  the Registrable Securities would be detrimental to the Company, and the Board
  concludes, as a result, that it is in the best interests of the Company to suspend
  the effectiveness of such Registration Statement at such time, then the Company
  may suspend effectiveness of the Registration Statement and suspend the sale
  of Registrable Securities under the Registration Statement; <u>provided</u>,
  <u>however</u>, that the Company may not suspend effectiveness of the Registration
  Statement or suspend the sale of Registrable Securities thereunder for more
  than sixty (60) days in the aggregate in any twelve (12) month period or for
  more than thirty (30) consecutive days.<br>
</p>
<p align="left">(n) Within two (2) Business Days of the Effectiveness Date, the
  Company shall deliver, or shall cause its legal counsel for the Company to deliver,
  to the transfer agent for such Registrable Securities (with copies to Investor
  Counsel) confirmation that the Registration Statement has been declared effective
  by the Commission in the form attached hereto as <u>Exhibit C</u>.<br>
</p>
<p align="left">4. <u>Registration Procedures; Holder's Obligations<br>
  </u> </p>
<p align="left">In connection with the registration of the Registrable Securities,
  the Holder shall:</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">6</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(a) (i) not sell any Registrable Securities under the Registration
  Statement until it has received copies of the Prospectus as then amended or
  supplemented as contemplated by Section 3(g) and notice from the Company to
  Investor Counsel that such Registration Statement and any post-effective amendments
  thereto have become effective as contemplated by Section 3(c), (ii) comply with
  the prospectus delivery requirements of the Securities Act as applicable to
  it in connection with sales of Registrable Securities pursuant to the Registration
  Statement, and (iii) furnish to the Company information regarding such Holder
  and the distribution of such Registrable Securities as is required by law to
  be disclosed in the Registration Statement, and the Company may exclude from
  such registration the Registrable Securities of the Holder if it fails to furnish
  such information within a reasonable time prior to the filing of each Registration
  Statement, supplemented Prospectus and/or amended Registration Statement.<br>
</p>
<p align="left">(b) upon receipt of a notice from the Company of the occurrence
  of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv),
  3(c)(v) or 3(m), forthwith discontinue disposition of such Registrable Securities
  under the Registration Statement until the Holder's receipt of the copies of
  the supplemented Prospectus and/or amended Registration Statement contemplated
  by Section 3(j), or, with respect to the suspension of effectiveness of a Registration
  Statement under Section 3(m), until it is advised in writing by the Company
  that the use of the applicable Prospectus may be resumed, and, in either case,
  has received copies of any additional or supplemental filings that are incorporated
  or deemed to be incorporated by reference in such Prospectus or Registration
  Statement.<br>
</p>
<p align="left">5. <u>Registration Expenses</u><br>
</p>
<p align="left">All reasonable fees and expenses incident to the performance of
  or compliance with this Agreement by the Company shall be borne by the Company
  whether or not the Registration Statement is filed or becomes effective and
  whether or not any Registrable Securities are sold pursuant to the Registration
  Statement. The fees and expenses referred to in the foregoing sentence shall
  include, without limitation, the following: (i) all registration and filing
  fees (including, without limitation, fees and expenses (A) with respect to filings
  required to be made with each securities exchange or other market on which Registrable
  Securities are listed, (B) with respect to filings required to be made with
  the Commission, and (C) in compliance with state securities or Blue Sky laws);
  (ii) printing expenses (including, without limitation, expenses of printing
  certificates for Registrable Securities and of printing prospectuses, if the
  printing of prospectuses is requested by the holders of a majority of the Registrable
  Securities included in the Registration Statement); (iii) messenger, telephone
  and delivery expenses; (iv) fees and disbursements of counsel for the Company;
  and (v) fees and expenses of all other Persons retained by the Company in connection
  with the consummation of the transactions contemplated by this Agreement, including,
  without limitation, the Company's independent public accountants (including
  the expenses of any consents or comfort letters or costs associated with the
  delivery by independent public accountants of a consent or comfort letter or
  comfort letters). In addition, the Company shall be responsible for all of its
  internal expenses incurred in connection with the consummation of the transactions
  contemplated by this Agreement (including, without limitation, all salaries
  and expenses of its officers and employees performing legal or accounting duties),
  the expense of any annual audit, and the fees and expenses incurred in connection
  with the listing of the Registrable Securities on any securities exchange as
  required hereunder. The Company shall not be responsible for the payment of
  any commissions or other expenses incurred by the Holder in connection with
  their sales of Registrable Securities or for the fees of Investor Counsel.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">7</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">6. <u>Indemnification</u><br>
</p>
<p align="left">(a) <u>Indemnification by the Company</u>. To the extent permitted
  by law, the Company shall, notwithstanding any termination of this Agreement,
  indemnify and hold harmless each Holder, each of its officers, directors, legal
  counsel, and accountants, each Person who controls any such Holder (within the
  meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
  and the officers, directors, agents and employees of each such controlling Person,
  and the respective successors, assigns, estate and personal representatives
  of each of the foregoing, to the fullest extent permitted by applicable law,
  from and against any and all claims, losses, damages, liabilities, penalties,
  judgments, costs (including, without limitation, costs of investigation) and
  expenses (including, without limitation, reasonable attorneys' fees and expenses)
  (collectively, &quot;<u>Losses</u>&quot;), as incurred, arising out of or relating
  to any untrue or alleged untrue statement of a material fact contained in the
  Registration Statement, any Prospectus, as supplemented or amended, if applicable,
  or arising out of or relating to any omission or alleged omission of a material
  fact required to be stated therein or necessary to make the statements therein
  (in the case of any Prospectus or form of prospectus or supplement thereto,
  in the light of the circumstances under which they were made) not misleading,
  except (i) to the extent that such untrue statements or omissions are based
  upon information regarding the Holder furnished in writing to the Company by
  the Holder, or its officers, directors, legal counsel, or accountants, or each
  person controlling such Holder, which information was reviewed and expressly
  approved by the Holder or Investor Counsel expressly for use in the Registration
  Statement, such Prospectus or such form of Prospectus or in any amendment or
  supplement thereto, (ii) as a result of the failure of the Holder to deliver
  a Prospectus, as amended or supplemented, to a purchaser in connection with
  an offer or sale (provided that copies of the Prospectus, as amended or supplemented,
  have been made available, as required by this Agreement, to the Holder by the
  Company for delivery to such purchaser), or (iii) for amounts paid in settlement
  of any such Loss if such settlement is effected without the consent of the Company
  (which consent shall not be unreasonably withheld, conditioned or delayed).
  Each party shall notify the other promptly of the institution, threat or assertion
  of any Proceeding of which it is aware in connection with the transactions contemplated
  by this Agreement. Such indemnity shall remain in full force and effect regardless
  of any investigation made by or on behalf of an Indemnified Party (as defined
  in Section 6(c) hereof) and shall survive the transfer of the Registrable Securities
  by the Holder.<br>
</p>
<p align="left">(b) <u>Indemnification by Purchaser</u>. Each Holder shall, severally
  and not jointly, indemnify and hold harmless the Company, its directors, officers,
  agents and employees, each Person who controls the Company (within the meaning
  of Section 15 of the Securities Act , and the directors, officers, agents or
  employees of such controlling Persons, and the respective successors, assigns,
  estate and personal representatives of each of the foregoing, to the fullest
  extent permitted by applicable law, from and against any and all Losses, as
  incurred, arising out of or relating to any untrue or alleged untrue statement
  of a material fact contained in the Registration Statement, any Prospectus,
  as supplemented or amended, if applicable, or arising out of or relating to
  any omission or alleged omission of a material fact required to be stated therein
  or necessary to make the statements therein (in the case of any Prospectus or
  form of prospectus or supplement thereto, in the light of the circumstances
  under which they were made) not misleading, to the extent that (i) such untrue
  statement or omission is contained in or omitted from any information furnished
  in writing by the Holder or Investor Counsel to the Company for inclusion in
  the Registration Statement or such Prospectus, and (ii) such information was
  reasonably relied upon by the Company for use in the Registration Statement,
  such Prospectus or such form of prospectus. Notwithstanding anything to the
  contrary contained herein, the Holder shall be liable under this Section 6(b)
  for only that amount as does not exceed the gross proceeds to the Holder as
  a result of the sale of Registrable Securities pursuant to such Registration
  Statement.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">8</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(c) <u>Conduct of Indemnification Proceedings</u>. If any Proceeding
  shall be brought or asserted against any Person entitled to indemnity pursuant
  to Section 6(a) or 6(b) hereunder (an &quot;<u>Indemnified Party</u>&quot;),
  such Indemnified Party promptly shall notify the Person from whom indemnity
  is sought (the &quot;<u>Indemnifying Party</u>&quot;) in writing, and the Indemnifying
  Party shall assume the defense thereof, including the employment of counsel
  reasonably satisfactory to the Indemnified Party and the payment of all fees
  and expenses incurred in connection with defense thereof; <u>provided</u>, that
  the failure of any Indemnified Party to give such notice shall not relieve the
  Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
  except to the extent that such failure shall have materially and adversely prejudiced
  the Indemnifying Party.<br>
</p>
<p align="left">An Indemnified Party shall have the right to employ separate counsel
  in any such Proceeding and to participate in the defense thereof, but the fees
  and expenses of such counsel shall be at the expense of such Indemnified Party
  or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such
  fees and expenses; or (ii) the Indemnifying Party shall have failed promptly
  to assume the defense of such Proceeding and to employ counsel reasonably satisfactory
  to such Indemnified Party in any such Proceeding; or (iii) the named parties
  to any such Proceeding (including any impleaded parties) include both such Indemnified
  Party and the Indemnifying Party, and such Indemnified Party shall have been
  advised by counsel that a conflict of interest is likely to exist if the same
  counsel were to represent such Indemnified Party and the Indemnifying Party
  (in which case, if such Indemnified Party notifies the Indemnifying Party in
  writing that it elects to employ separate counsel at the expense of the Indemnifying
  Party, the Indemnifying Party shall not have the right to assume the defense
  thereof and such counsel shall be at the expense of the Indemnifying Party).
  The Indemnifying Party shall not be liable for any settlement of any such Proceeding
  effected without its written consent, which consent shall not be unreasonably
  withheld, conditioned or delayed. No Indemnifying Party shall, without the prior
  written consent of the Indemnified Party, which consent shall not unreasonably
  be withheld, conditioned or delayed, effect any settlement of any pending Proceeding
  in respect of which any Indemnified Party is a party, unless such settlement
  includes an unconditional release of such Indemnified Party from all liability
  on claims that are the subject matter of such Proceeding.<br>
</p>
<p align="left">All reasonable fees and expenses of the Indemnified Party (including
  reasonable fees and expenses to the extent incurred in connection with investigating
  or preparing to defend such Proceeding in a manner not inconsistent with this
  Section 6(c)) shall be paid to the Indemnified Party, as incurred, within ten
  (10) Business Days of written notice thereof to the Indemnifying Party <u>provided</u>,
  that the Indemnifying Party may require such Indemnified Party to undertake
  to reimburse all such fees and expenses to the extent it is finally judicially
  determined that such Indemnified Party is not entitled to indemnification hereunder
  or pursuant to applicable law.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">9</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(d) <u>Contribution</u>. If a claim for indemnification under
  Section 6(a) or 6(b) is unavailable to an Indemnified Party because of a failure
  or refusal of a governmental authority to enforce such indemnification in accordance
  with its terms (by reason of public policy or otherwise), then each Indemnifying
  Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
  amount paid or payable by such Indemnified Party as a result of such Losses,
  in such proportion as is appropriate to reflect the relative fault of the Indemnifying
  Party and Indemnified Party in connection with the actions, statements or omissions
  that resulted in such Losses as well as any other relevant equitable considerations.
  The relative fault of such Indemnifying Party and Indemnified Party shall be
  determined by reference to, among other things, whether any action in question,
  including any untrue or alleged untrue statement of a material fact or omission
  or alleged omission of a material fact, has been taken or made by, or relates
  to information supplied by, such Indemnifying Party or Indemnified Party, and
  the parties' relative intent, knowledge, access to information and opportunity
  to correct or prevent such action, statement or omission. The amount paid or
  payable by a party as a result of any Losses shall be deemed to include, subject
  to the limitations set forth in Section 6(c), any reasonable attorneys' or other
  reasonable fees or expenses incurred by such party in connection with any Proceeding
  to the extent such party would have been indemnified for such fees or expenses
  if the indemnification provided for under Section 6(a) or 6(b) was available
  to such party in accordance with its terms. Notwithstanding anything to the
  contrary contained herein, the Holder shall be liable or required to contribute
  under this Section 6(d) for only that amount as does not exceed the gross proceeds
  to the Holder as a result of the sale of Registrable Securities pursuant to
  the Registration Statement.<br>
</p>
<p align="left">The parties hereto agree that it would not be just and equitable
  if contribution pursuant to this Section 6(d) were determined by pro rata allocation
  or by any other method of allocation that does not take into account the equitable
  considerations referred to in the immediately preceding paragraph. No Person
  guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
  of the Securities Act) shall be entitled to contribution from any Person who
  was not guilty of such fraudulent misrepresentation.<br>
</p>
<p align="left">The indemnity and contribution agreements contained in this Section
  6(d) are in addition to any liability that the Indemnifying Parties may have
  to the Indemnified Parties.<br>
</p>
<p align="left">7. <u>Rule 144</u>.<br>
</p>
<p align="left">As long as the Holder owns Registrable Securities, the Company
  covenants to use its commercially reasonable efforts to timely file (or obtain
  extensions in respect thereof and file within the applicable grace period) all
  reports required to be filed by the Company after the date hereof pursuant to
  Section 13(a) or 15(d) of the Exchange Act for so long as the Company is subject
  to such reporting requirements. As long as the Holder owns Registrable Securities,
  if the Company is not required to file reports pursuant to Section 13(a) or
  15(d) of the Exchange Act, it will use its commercially reasonable efforts to
  prepare and furnish to the Holder, and make publicly available in accordance
  with Rule 144(c) promulgated under the Securities Act, annual and quarterly
  financial statements, together with a discussion and analysis of such financial
  statements in form and substance substantially similar to those that would otherwise
  be required to be included in reports required by Section 13(a) or 15(d) of
  the Exchange Act, as well as any other information required thereby, in the
  time period that such filings would have been required to have been made under
  the Exchange Act. The Company further covenants to use its commercially reasonable
  efforts to take such further action as the Holder may reasonably request, all
  to the extent required from time to time to enable the Holder to sell Common
  Shares without registration under the Securities Act within the limitation of
  the exemptions provided by Rule 144 promulgated under the Securities Act. Upon
  the request of any Holder, the Company shall deliver to such Holder a written
  certification of a duly authorized officer as to whether it has complied with
  such requirements. </p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">10</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">8. <u>Miscellaneous</u>.<br>
</p>
<p align="left">(a) <u>Remedies</u>. Except as set forth in Section 8(b) hereof,
  the remedies provided in this Agreement are cumulative and not exclusive of
  any remedies provided by law, and in the event of a breach by the Company or
  by the Holder of any of their obligations under this Agreement, the Holder or
  the Company, as the case may be, in addition to being entitled to exercise all
  rights granted by law and under this Agreement, including recovery of damages,
  will be entitled to specific performance of its rights under this Agreement.
  <br>
</p>
<p align="left">(b) <u>Consent to Jurisdiction</u>. The Company and each Purchaser
  (i) hereby irrevocably submit to the exclusive jurisdiction of the United States
  District Court for the Northern District of California and the courts of the
  State of California located in Alameda County for the purposes of any suit,
  action or proceeding arising out of or relating to this Agreement or the Purchase
  Agreement, and (ii) hereby waive, and agree not to assert in any such suit,
  action or proceeding, any claim that it is not personally subject to the jurisdiction
  of such court, that the suit, action or proceeding is brought in an inconvenient
  forum or that the venue of the suit, action or proceeding is improper. The Company
  and each Purchaser consent to process being served in any such suit, action
  or proceeding by mailing a copy thereof to such party at the address in effect
  for notices to it under this Agreement and agrees that such service shall constitute
  good and sufficient service of process and notice thereof. Nothing in this Section
  8(c) shall affect or limit any right to serve process in any other manner permitted
  by law.<br>
</p>
<p align="left">(c) <u>Amendments and Waivers</u>. The provisions of this Agreement,
  including the provisions of this sentence, may not be amended, modified or supplemented,
  and waivers or consents to departures from the provisions hereof may not be
  given, unless the same shall be in writing and signed by the Company and the
  Holders holding a majority of the Registrable Securities (excluding any of such
  shares that have been sold to the public or pursuant to Rule 144); provided,
  however, that if any amendment, modification, or supplement operates in a manner
  that treats any Holder different from other Holders, the consent of such Holder
  shall also be required for such amendment, modification or supplement. Any such
  amendment, modification, or supplement effected in accordance with this paragraph
  shall be binding upon each Holder and each future holder of all such securities
  of Holder. Each Holder acknowledges that by the operation of this paragraph,
  the holders of a majority of the Registrable Securities (excluding any of such
  shares that have been sold to the public or pursuant to Rule 144) will have
  the right and power to diminish or eliminate all rights of such Holder under
  this Agreement.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">11</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">(d) <u>Notices</u>. Any notice, demand, request, waiver or other
  communication required or permitted to be given hereunder shall be in writing
  and shall be effective (a) upon hand delivery if delivered in person or upon
  transmission if sent by telecopy or facsimile at the address or number designated
  below (if delivered on a business day during normal business hours where such
  notice is to be received), or the first business day following such delivery
  (if delivered other than on a business day during normal business hours where
  such notice is to be received), or (b) on the second business day following
  the date of mailing by express courier service, fully prepaid, addressed to
  such address, or upon actual receipt of such mailing, whichever shall first
  occur. The addresses for such communications shall be:<br>
</p>
<p align="left">(x) <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp;</font>if to the Company:<br>
  <br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Socket Mobile, Inc.<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>39700 Eureka Drive<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Newark, California 94560<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Attention: David W. Dunlap, Chief Financial Officer<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Telecopier: (510) 933-3104<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Telephone: (510) 933-3000<br>
  <br>
  (y) <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font>if
  to the Purchaser:<br>
  <br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>AboCom Systems Inc.<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>350 No. 77, Yu-Hih Road<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
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  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Chu-Nan Chen, Miao-Lih Hsuan<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
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  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Taiwan, R.O.C.<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Attention: Eric Oh-Yang<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Telecopier: +886 (37) 580-799<br>
  <font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Telephone: +886 (37) 580-077</p>
<p><br>
  or to such other address or addresses or facsimile number or numbers as any
  such party may most recently have designated in writing to the other parties
  hereto by such notice. <br>
</p>
<p>(e) <u>Successors and Assigns</u>. Subject to Section 8(g), this Agreement
  shall be binding upon and inure to the benefit of the parties and their successors
  and permitted assigns and shall inure to the benefit of their successors and
  assigns.<br>
</p>
<p>(f) <u>Assignment of Registration Rights</u>. The rights of the Holder hereunder,
  including the right to have the Company register for resale Registrable Securities
  in accordance with the terms of this Agreement, shall be assignable by each
  Holder to any transferee of the Holder of all or a portion of the shares of
  Registrable Securities if: (i) the Holder agrees in writing with the transferee
  or assignee to assign such rights, and a copy of such agreement is furnished
  to the Company within a reasonable time after such assignment; (ii) the Company
  is, within a reasonable time after such transfer or assignment, furnished with
  written notice of (A) the name and address of such transferee or assignee, and
  (B) the securities with respect to which such registration rights are being
  transferred or assigned; (iii) following such transfer or assignment the further
  disposition of such securities by the transferee or assignees is restricted
  under the Securities Act and applicable state securities laws; (iv) at or before
  the time the Company receives the written notice contemplated by clause (ii)
  of this Section 8(g), the transferee or assignee agrees in writing with the
  Company to be bound by all of the provisions of this Agreement; and (v) such
  transfer shall have been made in accordance with the applicable requirements
  of the Purchase Agreement and shall be for no less than 20% of the Registrable
  Securities. The rights to assignment shall apply to the Holder (and to subsequent)
  successors and assigns. In the event of an assignment pursuant to this Section
  8(g), if requested by the Company, the Holder shall pay all incremental costs
  and expenses incurred by the Company in connection with filing a Registration
  Statement (or an amendment to the Registration Statement) to register the shares
  of Registrable Securities assigned to any assignee or transferee of the Holder.</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">12</p>
<hr width="100%">
<p>&nbsp;</p>
<p align="left">(g) <u>Counterparts</u>. This Agreement may be executed in any
  number of counterparts, each of which when so executed shall be deemed to be
  an original, and all of which taken together shall constitute one and the same
  Agreement. In the event that any signature is delivered by facsimile transmission,
  such signature shall create a valid binding obligation of the party executing
  (or on whose behalf such signature is executed) the same with the same force
  and effect as if such facsimile signature were the original thereof.<br>
</p>
<p align="left">(h) <u>Governing Law</u>. This Agreement shall be governed by
  and construed in accordance with the laws of the State of California, without
  regard to principles of conflicts of law thereof. This Agreement shall not be
  interpreted or construed with any presumption against the party causing this
  Agreement to be drafted.<br>
</p>
<p align="left">(i) <u>Termination</u>. This Agreement shall terminate on the
  earlier of the date when the Effectiveness Period expires and the date on which
  all remaining Registrable Securities may be sold without restriction pursuant
  to Rule 144 of the Securities Act.<br>
</p>
<p align="left">(j) <u>Severability</u>. If any term, provision, covenant or restriction
  of this Agreement is held to be invalid, illegal, void or unenforceable in any
  respect, the remainder of the terms, provisions, covenants and restrictions
  set forth herein shall remain in full force and effect and shall in no way be
  affected, impaired or invalidated, and the parties hereto shall use their reasonable
  efforts to find and employ an alternative means to achieve the same or substantially
  the same result as that contemplated by such term, provision, covenant or restriction.
  It is hereby stipulated and declared to be the intention of the parties that
  they would have executed the remaining terms, provisions, covenants and restrictions
  without including any of such that may be hereafter declared invalid, illegal,
  void or unenforceable.<br>
</p>
<p align="left">(k) <u>Headings</u>. The headings herein are for convenience only,
  do not constitute a part of this Agreement and shall not be deemed to limit
  or affect any of the provisions hereof.</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="center">13</p>
<hr width="100%">
<p align="left">&nbsp;</p>
<p align="left">IN WITNESS WHEREOF, the parties hereto have caused this Agreement
  to be duly executed by their respective authorized officers as of the date first
  above written.</p>
<p>&nbsp;</p>
<table width="30%" border="0" cellspacing="0" cellpadding="0" align="center">
  <tr>
    <td><b>COMPANY:</b></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td><b>SOCKET MOBILE, INC.</b></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td>By: <u>/s/ David W. Dunlap</u></td>
  </tr>
  <tr>
    <td>Name: David W. Dunlap</td>
  </tr>
  <tr>
    <td>Title: Chief Financial Officer</td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td><b>PURCHASER:</b></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td><b>ABOCOM SYSTEMS INC.</b></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td>By: <u>/s/ Eric Oh-Yang</u></td>
  </tr>
  <tr>
    <td>Name: Eric Oh-Yang</td>
  </tr>
  <tr>
    <td>Title: President/CEO</td>
  </tr>
</table>
<div align="right"></div>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<hr width="100%">
<p>&nbsp;</p>
<p align="center"><b><u>EXHIBIT A</u></b></p>
<p align="center"><b>PURCHASER</b></p>
<p><br>
</p>
<table width="30%" border="0" cellspacing="0" cellpadding="0" align="center">
  <tr>
    <td>AboCom Systems Inc.</td>
  </tr>
  <tr>
    <td>350 No. 77, Yu-Hih Road</td>
  </tr>
  <tr>
    <td>Chu-Nan Chen, Miao-Lih Hsuan</td>
  </tr>
  <tr>
    <td>Taiwan, R.O.C.</td>
  </tr>
</table>
<p><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
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  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
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  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
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  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
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  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;
  </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp; &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font></p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<hr width="100%">
<p>&nbsp;</p>
<p align="center"><b><u>EXHIBIT B</u></b></p>
<p>&nbsp;</p>
<p align="center"><b>PLAN OF DISTRIBUTION</b></p>
<p align="left"> We are registering shares of common stock on behalf of the selling
  stockholder. The common stock may be sold in one or more transactions at fixed
  prices, at prevailing market prices at the time of sale, at prices related to
  the prevailing market prices, at varying prices determined at the time of sale,
  or at negotiated prices. These sales may be effected at various times in one
  or more of the following transactions, or in other kinds of transactions: </p>
<ul>
  <li>transactions on the NASDAQ Stock Market or on any other national securities
    exchange or U.S. inter-dealer system of a registered national securities association
    on which our common stock may be listed or quoted at the time of sale;<br>
    <br>
  </li>
  <li>in the over-the-counter market; <br>
    <br>
  </li>
  <li>in private transactions and transactions otherwise than on these exchanges
    or systems or in the over-the-counter market;<br>
    <br>
  </li>
  <li>in connection with short sales of shares of our common stock;<br>
    <br>
  </li>
  <li>by pledge to secure or in payment of debt and other obligations; <br>
    <br>
  </li>
  <li>through the writing of options, whether the options are listed on an options
    exchange or otherwise; <br>
    <br>
  </li>
  <li>in connection with the writing of non-traded and exchange-traded call options,
    in hedge transactions and in settlement of other transactions in standardized
    or over-the-counter options; or <br>
    <br>
  </li>
  <li>through a combination of any of the above transactions. </li>
</ul>
<p>The selling stockholder and their successors, including their transferees,
  pledgees or donees or their successors, may sell the common stock directly to
  purchasers or through underwriters, broker-dealers or agents, who may receive
  compensation in the form of discounts, concessions or commissions from the selling
  stockholders or the purchasers. These discounts, concessions or commissions
  as to any particular underwriter, broker-dealer or agent may be in excess of
  those customary in the types of transactions involved. </p>
<p> In addition, any securities covered by this prospectus which qualify for sale
  pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather
  than pursuant to this prospectus.</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">B-1</p>
<hr width="100%">
<p>&nbsp;</p>
<p>We entered into a registration rights agreement for the benefit of the selling
  stockholder to register the common stock under applicable federal and state
  securities laws. The registration rights agreement provides for cross-indemnification
  of the selling stockholder and us and our respective directors, officers and
  controlling persons against specific liabilities in connection with the offer
  and sale of the common stock, including liabilities under the Securities Act.
  We will pay substantially all of the expenses incurred by the selling stockholders
  with respect to the registration of the offering and sale of the common stock.
</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">B-2</p>
<hr width="100%">
<p>&nbsp; </p>
<p align="center"><b><u>EXHIBIT C</u></b></p>
<p align="center"><b>FORM OF NOTICE OF EFFECTIVENESS<br>
  OF REGISTRATION STATEMENT</b></p>
<p align="center">&nbsp;</p>
<p align="left">[Name and address of Transfer Agent]</p>
<p align="left">_____________________________</p>
<p align="left">_____________________________</p>
<p align="left">_____________________________</p>
<p align="left">Attn:_________________________</p>
<p> <font face="Times New Roman, Times, serif" size="3"><br>
  &nbsp;&nbsp; &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
  &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
  </font>Re: Socket Mobile, Inc.</p>
<p>Ladies and Gentlemen:<br>
</p>
<p>We are counsel to Socket Mobile, Inc., a Delaware corporation (the &quot;<b>Company</b>&quot;),
  and have represented the Company in connection with that certain Securities
  Purchase Agreement (the &quot;<b>Purchase Agreement</b>&quot;), dated as of
  [date], by and among the Company and the purchaser (the &quot;<b>Purchaser</b>&quot;
  and the &quot;<b>Holders</b>&quot;) named therein pursuant to which the Company
  issued to the Purchaser shares (the &quot;<b>Shares</b>&quot;) of its Common
  Stock, $0.001 par value. Pursuant to the Purchase Agreement, the Company has
  also entered into a Registration Rights Agreement with the Purchaser (the &quot;<b>Registration
  Rights Agreement</b>&quot;), dated as of [date], pursuant to which the Company
  agreed, among other things, to register the Registrable Securities (as defined
  in the Registration Rights Agreement), including the Shares, under the Securities
  Act of 1933, as amended (the &quot;<b>1933 Act</b>&quot;). In connection with
  the Company's obligations under the Registration Rights Agreement, on [date],
  the Company filed a Registration Statement on Form S-3 (File No. 333-________)
  (the &quot;<b>Registration Statement</b>&quot;) with the Securities and Exchange
  Commission (the &quot;<b>SEC</b>&quot;) relating to the resale of the Registrable
  Securities which names the Holders as selling stockholders thereunder.</p>
<p>In connection with the foregoing, we advise you that a member of the SEC's
  staff has advised us by telephone that the SEC has entered an order declaring
  the Registration Statement effective under the 1933 Act at <b>[ENTER TIME OF
  EFFECTIVENESS]</b> on <b>[ENTER DATE OF EFFECTIVENESS]</b> and we have no knowledge,
  after telephonic inquiry of a member of the SEC's staff, that any stop order
  suspending its effectiveness has been issued or that any proceedings for that
  purpose are pending before, or threatened by, the SEC and, accordingly, the
  Registrable Securities are available for resale under the 1933 Act in the manner
  specified in, and pursuant to the terms of, the Registration Statement.</p>
<p>&nbsp;</p>
<table cols=2 width="89%">
  <tr>
    <td width="38%">&nbsp;</td>
    <td width="21%">
      <center>
        <font face="Times New Roman, Times, serif"></font>
      </center>
    </td>
    <td width="41%">
      <div align=left><font face="Times New Roman, Times, serif" size="3">Very
        truly yours,</font></div>
    </td>
  </tr>
  <tr>
    <td width="38%" valign="bottom">&nbsp;</td>
    <td width="21%">&nbsp;</td>
    <td valign=bottom align=middle width="41%">&nbsp;</td>
  </tr>
  <tr>
    <td width="38%" valign="bottom">&nbsp;</td>
    <td width="21%">&nbsp;</td>
    <td valign=bottom align=middle width="41%">&nbsp;</td>
  </tr>
  <tr>
    <td width="38%" valign="bottom">cc: <font face="Times New Roman, Times, serif" size="3">
      </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
      &nbsp;&nbsp; </font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
      &nbsp;&nbsp;</font><font face="Times New Roman, Times, serif" size="3">&nbsp;&nbsp;
      &nbsp;</font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
      </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
      </font><font face="Times New Roman, Times, serif" size="3"> </font><font face="Times New Roman, Times, serif" size="3">
      </font>PURCHASER</td>
    <td width="21%">
      <center>
        <font face="Times New Roman, Times, serif" size="3">&nbsp; </font>
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      <div align=left><font face="Times New Roman, Times, serif" size="3">By:
        </font></div>
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<p>&nbsp;</p>
<p align="center">C-1</p>
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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>ex99-1pressrelease.htm
<DESCRIPTION>PRESS RELEASE
<TEXT>
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<p align="right"><font face="Times New Roman, Times, serif" size="3"><b>Exhibit
  99.1</b></font></p>
<p>&nbsp;</p>
<p align="center"><font face="Times New Roman, Times, serif" size="3"><b><font size="5"><br>
  Socket Mobile Strengthens Balance Sheet with <br>
  Common Stock Private Placement of $500,000</font></b><br>
  <font size="4"></font></font></p>
<p align="left"><font face="Times New Roman, Times, serif" size="3"><b> <br>
  NEWARK, Calif., - February 24, 2011</b> - Socket Mobile, Inc. (NASDAQ: SCKT),
  an innovative provider of mobile productivity solutions, today announced it
  has entered into a definitive agreement with AboCom Systems Inc., a major product
  manufacturer and supplier in Taiwan, to convert $500,000 of the Company's trade
  debt into common stock. The Company will issue a total of 282,485 unregistered
  common shares at $1.77 per share. The Company will file a registration statement
  with the Securities Exchange Commission registering the resale of the shares
  of common stock issued in the transaction.</font></p>
<p>&quot;We are pleased that AboCom Systems has become an investor in the Company,
  reflecting the long standing relationship between our two organizations in building
  quality products for the mobile marketplace. This financing helps strengthen
  our working capital as we plan for future growth,&quot; said Kevin Mills, president
  and CEO of Socket Mobile.</p>
<p><br>
  <font face="Times New Roman, Times, serif"> </font><font face="Times New Roman, Times, serif"><b>About
  Socket Mobile, Inc.</b></font></p>
<p>With more than 18 years of experience in the Automatic Identification and Data
  Capture market, Socket makes mobile computing and productivity work. The company
  offers a family of handheld computers and an extensive portfolio of AIDC peripherals
  designed specifically for business mobility deployments and to enable productivity
  increases and drive operational efficiencies in healthcare, hospitality and
  other vertical markets. The company also offers OEM solutions for the mobile
  device market. Socket is headquartered in Newark, Calif. and can be reached
  at 510-933-3000 or www.socketmobile.com.</p>
<p>&nbsp;</p>
<table cellspacing=0 cellpadding=0 width="80%" align=left border=0>
  <tr valign=bottom>
    <td width=488 height=25><font face="Times New Roman, Times, serif"
      size=3><b>Socket Media Contact:</b></font></td>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3><b>Socket Investor Contact:</b></font></td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=25><font face="Times New Roman, Times, serif"
      size=3>Krista Rogers</font></td>
    <td width=488 height=25><font face="Times New Roman, Times, serif"
      size=3>Dave Dunlap</font></td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20>Marketing Communications Specialist</td>
    <td width=488 height=20>Chief Financial Officer</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20>(510) 933-3055</td>
    <td width=488 height=20>(510) 933-3035</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3>krista@socketmobile.com</font></td>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3>dave@socketmobile.com </font></td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20>&nbsp;</td>
    <td width=564 height=20>&nbsp;</td>
  </tr>
  <tr valign=bottom>
    <td width=488 height=20><font face="Times New Roman, Times, serif"
      size=3><b>Investor Relations Contact:</b></font></td>
    <td width=488 height=20>&nbsp;</td>
  </tr>
  <tr valign=bottom>
    <td width=564 height=20>Todd Kehrli / Jim Byers</td>
    <td width=564 height=20>&nbsp;</td>
  </tr>
  <tr valign=bottom>
    <td width=564 height=20>MKR Group, Inc.</td>
    <td width=564 height=20>&nbsp;</td>
  </tr>
  <tr valign=bottom>
    <td width=564 height=20>(323) 468-2300</td>
    <td width=564 height=20>&nbsp;</td>
  </tr>
  <tr valign=bottom>
    <td width=564 height=20>sckt@mkr-group.com</td>
    <td width=564 height=20>&nbsp;</td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p><font size="2" face="Times New Roman, Times, serif"><i>Socket and Cordless
  Hand Scanner are trademarks or registered trademarks of Socket Mobile. All other
  trademarks and trade names contained herein may be those of their respective
  owners.</i><br>
  &copy; 2011, Socket Mobile, Inc. All rights reserved.</font></p>
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