ESCROW AGREEMENT, dated as of May 4, 2000 (this "Agreement") among --------- HELLER EHRMAN WHITE & MCAULIFFE, a California partnership, as escrow agent (the "Escrow Agent"), SONIC SOLUTIONS, a California corporation (the "Company"), and ------------...Escrow Agreement • September 12th, 2000 • Sonic Solutions/Ca/ • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.14 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 4, 2000, is made and entered into between SONIC SOLUTIONS, a California corporation (the "Company"), and KINGSBRIDGE CAPITAL LIMITED...Registration Rights Agreement • June 28th, 2000 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as --------- of February 27, 2001 by and between Daikin Industries, Ltd., a corporation organized under the laws of Japan ("Seller"), and Sonic Solutions, a California...Asset Purchase Agreement • March 14th, 2001 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
EXHIBIT 4.1 STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITEDStock Purchase Agreement • May 27th, 1999 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
EXHIBIT 2.2 SONIC SOLUTIONS FINDER'S FEE AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of this 27th day of February, 2001, by and among Sonic Solutions, a California corporation (the "Company"), Digitek Consulting Inc. (...Registration Rights Agreement • September 4th, 2001 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
EXHIBIT 10.1 SHAREHOLDER AGREEMENT --------------------- THIS SHAREHOLDER AGREEMENT (the "Agreement") is made and entered into as of February 27, 2001 by and between Sonic Solutions, a California corporation ("Sonic"), Daikin Industries, Ltd., a...Shareholder Agreement • March 14th, 2001 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • December 19th, 2001 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
ARTICLE IRegistration Rights Agreement • March 14th, 2001 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
Page ---- ARTICLE I CERTAIN DEFINITIONS.................................................................... 1 Section 1.1 "Adjustment Period.................................................. 1 Section 1.2 "Bid...Credit Agreement • January 15th, 1998 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
EXHIBIT 4 SONIC SOLUTIONS PRIVATE SECURITIES SUBSCRIPTION AGREEMENT ----------------------------------------- THIS PRIVATE SECURITIES SUBSCRIPTION AGREEMENT (hereinafter the "Agreement") is made as of March 31, 1998, by and between Sonic Solutions, a...Registration Rights Agreement • April 22nd, 1998 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
THIS PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made and --------- entered into as of November 28, 2001 by and between Sanshin Electronics Co., Ltd., a corporation organized under the laws of Japan ("Purchaser"), and Sonic ---------...Preferred Stock Purchase Agreement • December 19th, 2001 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
EXHIBIT 4.4 WARRANT TO PURCHASE SHARES OF COMMON STOCKSonic Solutions/Ca/ • March 3rd, 2000 • Services-computer integrated systems design
SONIC SOLUTIONS Warrant To Purchase Common StockSonic Solutions/Ca/ • September 10th, 2009 • Services-computer integrated systems design • New York
Sonic Solutions, a California corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, __________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after [ ] days from the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York City time, on the Expiration Date (as defined below), ________ (_________) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is o
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 2nd, 2003 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
Exhibit 10.4 [Sonic Solutions] Logo DISTRIBUTION AGREEMENT This Agreement, dated for reference the 27th day of February, 2001 (the "Effective Date"), is entered into by Sonic Solutions ("Sonic"), a California corporation with a place of business at...Distribution Agreement • March 14th, 2001 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
andPrivate Equity Line Agreement • October 13th, 2000 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
VOTING AGREEMENTVoting Agreement • June 7th, 2010 • Sonic Solutions/Ca/ • Services-computer integrated systems design • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made as of June 1, 2010, by and among Sonic Solutions, a California corporation (“Parent”), DivX, Inc., a Delaware corporation (“Company”), and the undersigned Stockholder (“Stockholder”) of Parent.
EXHIBIT 4.3Common Stock Warrant Purchase Agreement • November 24th, 1999 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
SONIC SOLUTIONS UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2009 • Sonic Solutions/Ca/ • Services-computer integrated systems design • New York
Sonic Solutions, a California corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), __________ shares (the “[Firm] Shares”) of its common stock, no par value (the “Common Stock”). [In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an aggregate of [_______] additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively sometimes referred to as the “Shares.”] Such Shares are to be sold to each Underwriter, acting severally and not jointly, in such amounts as are listed in Schedule II opposite the name of each Underwriter. The Shares are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” a
Preferred Stock] UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2004 • Sonic Solutions/Ca/ • Services-computer integrated systems design • New York
SONIC SOLUTIONS, a California corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), shares (the “Initial Shares”) of the Company’s preferred stock, no par value (the “Preferred Stock”). [If convertible, add: which shall be convertible into shares of the Company’s common stock, no par value (the “Common Stock’) (as converted, the “Conversion Shares”)]. Such Initial Shares are to be sold to each Underwriter, acting severally and not jointly, in such amounts as are listed in Schedule II opposite the name of each Underwriter. [The Company also grants to the Underwriters, severally and not jointly, the option described in Section 2(c) to purchase up to additional shares (the “Option Shares”; together with the Initial Shares, the “Shares”) of Preferred Stock to cover over-allotments.] The Preferred Stock is described more fully in each Final Prospectus,
Habiger Employment Agreement EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 24th, 2007 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
This Executive Employment Agreement (this “Agreement”), effective as of January 23, 2007 (the “Effective Date”) is made by and between Sonic Solutions (“Company”) and David C. Habiger (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SONIC SOLUTIONS, SIRACUSA MERGER CORPORATION SIRACUSA MERGER LLC AND DIVX, INC. Dated as of June 1, 2010Agreement and Plan of Merger • June 2nd, 2010 • Sonic Solutions/Ca/ • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 1, 2010, by and among Sonic Solutions, a California corporation (“Parent”), Siracusa Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Siracusa Merger LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, “Merger Subs”), and DivX, Inc., a Delaware corporation (“Company”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BETWEEN SONIC SOLUTIONS AND ROXIO, INC. December 17, 2004Asset Purchase Agreement • December 23rd, 2004 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
This Amended and Restated Agreement contemplates a transaction in which the Buyer will purchase substantially all of the assets (and assume certain of the liabilities) of the Division of the Seller in return for cash and the Buyer Share Consideration (the “Transaction”).
FORM OF WARRANT AGREEMENT FOR PREFERRED STOCKForm of Warrant Agreement for Preferred Stock • February 5th, 2004 • Sonic Solutions/Ca/ • Services-computer integrated systems design • New York
WHEREAS, the Company deems it advisable to issue to the Holder warrants (the “Warrants”) entitling the Holder to purchase an aggregate of [ ] shares of preferred stock, no par value, of the Company (the “Preferred Stock”). The shares of Preferred Stock issued upon exercise of the Warrants are referred to as the “Warrant Shares”.
Norris Employment Agreement AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 26th, 2008 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
This Amended and Restated Executive Employment Agreement (this “Agreement”), effective as of February 25, 2008 (the “Effective Date”) is made by and between Sonic Solutions (“Company”) and Paul F. Norris (“Executive”).
SHAREHOLDER AGREEMENTShareholder Agreement • December 27th, 2010 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
This Shareholder Agreement (“Agreement”) is entered into as of December 22, 2010, by and between Rovi Corporation, a Delaware corporation (“Parent”), and the shareholder named on the signature page hereof (“Shareholder”).
andEquity Line Agreement • June 28th, 2000 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
EXHIBIT 10Sonic Solutions/Ca/ • March 3rd, 2000 • Services-computer integrated systems design
Borrower: Lender: --------- ------- Sonic Solutions Hambrecht & Quist Guaranty Finance, LLC 101 Rowland Way, Suite 110 One Bush Street Novato, CA 94945 San Francisco, CA 94104
EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Rovi Corporation., a Delaware corporation; Sparta Acquisition Sub, Inc., a California corporation; and Sonic Solutions, a California corporationAgreement and Plan of Merger and Reorganization • December 27th, 2010 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
This Agreement and Plan of Merger and Reorganization (“Agreement”) is made and entered into as of December 22, 2010, by and among: Rovi Corporation, a Delaware corporation (“Parent”); Sparta Acquisition Sub, Inc., a California corporation and a wholly-owned direct or indirect subsidiary of Parent (“Acquisition Sub”); and Sonic Solutions, a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 14th, 2011 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
This Change in Control Agreement (this “Agreement”), effective as of January 13, 2011 (the “Effective Date”) is made by and between Sonic Solutions (“Sonic”) and Mathew DiMaria (“DiMaria”).
NONDISCLOSURE AGREEMENTNondisclosure Agreement • January 14th, 2011 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
This Nondisclosure Agreement (this “Agreement”) is dated November 2, 2010, by and between Rovi Corporation, a Delaware corporation (“Rovi”) and Sonic Solutions, a California corporation (“Sonic”). For purposes hereof, the party disclosing Confidential Information (as defined in Section 1) may be referred to as “Discloser” and the party receiving Confidential Information may be referred to as “Recipient.” The term “Person” will be broadly interpreted to include any individual and any corporation, partnership, entity, group, tribunal or governmental authority, and a party’s “Representatives” will be deemed to include each Person that is or becomes an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such party or of any of such party’s subsidiaries or other affiliates. The parties hereby agree as follows:
EQUITY DISTRIBUTION PROGRAM Distribution AgreementDistribution Agreement • September 10th, 2009 • Sonic Solutions/Ca/ • Services-computer integrated systems design • New York
Such counsel shall also state that, although it has participated in conferences with representatives of [Bank] and with representatives of the Company, its counsel and its accountants concerning the Registration Statement, the Permitted Free Writing Prospectus and the Prospectus and has considered the matters required to be stated therein and the statements contained therein, such counsel has not independently verified the accuracy, completeness or fairness of such statements. Such counsel also need not pass upon, nor assume any responsibility for, ascertaining whether or when any of the information contained in the Permitted Free Writing Prospectus was conveyed to any purchaser of the Shares. Such counsel shall state that based upon and subject to the foregoing, nothing has come to such counsel’s attention that leads it to believe that (i) the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact r
Rovi Corporation Santa Clara, CA 95050 Ladies and Gentlemen:Sonic Solutions/Ca/ • January 14th, 2011 • Services-computer integrated systems design • California
In order to facilitate the consideration and negotiation of a possible negotiated transaction involving Rovi Corporation (the “Prospective Acquiror”) and Sonic Solutions (the “Company”), the Prospective Acquiror and the Company, intending to be legally bound, agree as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2002 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
THIS IS AN AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as December 18, 2002 by and among VERITAS Operating Corporation, a Delaware corporation, VERITAS Software Global Corporation, a Delaware corporation, VERITAS Software Holdings Ltd., a Bermuda resident company incorporated in Ireland, VERITAS Software International, Ltd., an Ireland corporation (each individually a “VERITAS Party” and collectively the “VERITAS Parties”), and SONIC SOLUTIONS, a California corporation (“Sonic”). It amends and restates a Registration Rights Agreement between VERITAS Operating Corporation and Sonic dated as of November 13, 2002.
DISTRIBUTION AGREEMENTDistribution Agreement • February 5th, 2010 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
THIS AGREEMENT is made and entered into on March 28, 2002, by and between Roxio Inc., a Delaware corporation (“Roxio”), and Navarre, Inc., a Minnesota corporation (“Distributor”).
