SONICBLUE INCORPORATED P. O. BOX 58058 2841 MISSION COLLEGE BLVD. SANTA CLARA, CA 95052-8058 Telephone: (408) 588-8000 Facsimile: (408) 980-5445 June 21, 2001Consulting Agreement • August 14th, 2001 • Sonicblue Inc • Computer communications equipment • California
WITNESSETH:Pledge Agreement • May 10th, 2001 • Sonicblue Inc • Computer communications equipment
EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2002 • Sonicblue Inc • Computer communications equipment • New York
andRights Agreement • May 20th, 1997 • S3 Inc • Computer communications equipment • Delaware
1 EXHIBIT 4.1 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN...Sonicblue Inc • January 18th, 2001 • Computer communications equipment
1 EXHIBIT 2.3 SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this "Second Amendment"), is made and entered into as of the 31st day of July, 2001, by and among SONICBLUE INCORPORATED, a...Agreement and Plan of Merger • August 16th, 2001 • Sonicblue Inc • Computer communications equipment • California
EXHIBIT 10.5 AMENDMENT NUMBER SEVEN TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Amendment Number Seven to Second Amended and Restated Loan and Security Agreement ("Amendment") is entered into as of March ____, 2002, by and between...Loan and Security Agreement • May 15th, 2002 • Sonicblue Inc • Computer communications equipment
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 22, 2002, by and among SONICblue Incorporated, a Delaware corporation, with headquarters located at 2842 Mission College Boulevard, Santa...Registration Rights Agreement • April 23rd, 2002 • Sonicblue Inc • Computer communications equipment • New York
S3 INCORPORATED P. O. BOX 58058 2801 MISSION COLLEGE BLVD. SANTA CLARA, CA 95052-8058 TELEPHONE: (408) 588-8000 FACSIMILE: (408) 980-5445Letter Agreement • March 26th, 1999 • S3 Inc • Computer communications equipment • California
FIRST AMENDMENTSonicblue Inc • August 14th, 2001 • Computer communications equipment • New York
Exhibit 10.2 AMENDMENT NUMBER TEN TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Amendment Number Ten to Second Amended and Restated Loan and Security Agreement ("Amendment") is entered into as of October 29, 2002, by and between...Loan and Security Agreement • November 14th, 2002 • Sonicblue Inc • Computer communications equipment
EXHIBIT 99.2 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated April 22, 2002, made by SONICblue Incorporated, a Delaware corporation (the "Pledgor"), in favor of the investors listed on Schedule I attached hereto (individually, a...Pledge and Security Agreement • April 23rd, 2002 • Sonicblue Inc • Computer communications equipment
1 Exhibit 10.4 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT is made on this 9th day of May, 2001 by and between SONICblue Incorporated (formerly named as S3 Incorporated, the "Pledgor") and Chinatrust Commercial Bank (the "Pledgee"), in its capacity...Amendment Agreement • August 14th, 2001 • Sonicblue Inc • Computer communications equipment
1- 2 Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.Registration Rights Agreement • November 13th, 1996 • S3 Inc • Computer communications equipment • New York
1 EXHIBIT 10.24 =============================================================== ================= US$70,000,000.00 CREDIT AGREEMENT Dated as of November 9, 2000Credit Agreement • May 10th, 2001 • Sonicblue Inc • Computer communications equipment • New York
BETWEENJoint Venture Agreement • February 28th, 2001 • Sonicblue Inc • Computer communications equipment • Delaware
ANDIndenture • April 23rd, 2002 • Sonicblue Inc • Computer communications equipment • New York
1 EXHIBIT 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made and entered into as of December 18, 1997, by and between S3 Incorporated, a Delaware corporation (the "Company") and GARY JOHNSON ("Executive"), W I T N E S S E T...Employment Agreement • March 31st, 1998 • S3 Inc • Computer communications equipment • California
EXHIBIT 99.3 OPTION AGREEMENT OPTION AGREEMENT, dated April 22, 2002, made by SONICblue Incorporated, a Delaware corporation (the "Grantor"), in favor of the grantees listed on Schedule I attached hereto (individually, a "Grantee" and collectively,...Option Agreement • April 23rd, 2002 • Sonicblue Inc • Computer communications equipment • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED...S3 Inc • June 25th, 1999 • Computer communications equipment
1 EXHIBIT 2.2 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), is made and entered into as of the 22 day of May, 2001, by and among SONICBLUE INCORPORATED, a Delaware...Agreement and Plan of Merger • August 16th, 2001 • Sonicblue Inc • Computer communications equipment • California
andRights Agreement • August 12th, 1997 • S3 Inc • Computer communications equipment • Delaware
ANDS3 Inc • November 13th, 1996 • Computer communications equipment • New York
1 EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT DATED AS OF SEPTEMBER 26, 1997Revolving Credit Agreement • November 19th, 1997 • S3 Inc • Computer communications equipment • California
andCredit Agreement • June 25th, 1999 • S3 Inc • Computer communications equipment • California
1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into effective as of November 20, 1998 between S3 INCORPORATED, a Delaware corporation (the "Company") and RON YARA ("Mr. Yara"). RECITALS: A. Mr. Yara is a member of the S3...Employment Agreement • March 26th, 1999 • S3 Inc • Computer communications equipment • California
NOTE US$70,000,000.00 November 9, 2000Sonicblue Inc • May 10th, 2001 • Computer communications equipment
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED...S3 Inc • June 25th, 1999 • Computer communications equipment
1 EXHIBIT 10.17 S3 INCORPORATED [S3 Incorporated Logo] 2801 Mission College Blvd. P.O. Box 58058 Santa Clara, CA 95052-8058 September 22, 1998 TO: Dan Karr Re: Agreement Regarding Severance Dear Dan, This letter agreement sets forth the terms and...S3 Inc • March 26th, 1999 • Computer communications equipment • California
1 EXHIBIT 99.7 AMENDMENT TO SEPARATION AGREEMENT On August 2, 1993, Roger B. Hackett and Sensory Science Corporation, a Delaware corporation ("Sensory Science"), executed a Separation Agreement to provide Mr. Hackett with certain benefits and...Separation Agreement • May 10th, 2001 • Sonicblue Inc • Computer communications equipment
BY AND AMONGPlan of Merger • April 20th, 2001 • Sonicblue Inc • Computer communications equipment • Delaware
Between SONICA3, INC. andShares Option Agreement • January 18th, 2001 • Sonicblue Inc • Computer communications equipment • Delaware
1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into effective as of December 18, 1997 between S3 INCORPORATED, a Delaware corporation (the "Company") and TERRY N. HOLDT ("Mr. Holdt"). RECITALS: A. Mr. Holdt has been elected...Employment Agreement • March 31st, 1998 • S3 Inc • Computer communications equipment • California
1 EXHIBIT 99.2 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of the 3rd day of January, 2001 by and between SONICBLUE INCORPORATED, a Delaware corporation, successor in...Investor Rights Agreement • January 18th, 2001 • Sonicblue Inc • Computer communications equipment • Delaware
EXHIBIT 2.1 AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • January 18th, 2001 • Sonicblue Inc • Computer communications equipment • Delaware
