Common use of AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT Clause in Contracts

AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, no Investor, Permitted Assignee, or Substitute Investor (as such terms are defined in the Subscription Agreement dated July 27, 2001 by and among the Company and the persons listed in Schedule A thereto (the "Subscription Agreement"), the Subscription Agreement dated February 5, 2002 by and among the Company and the persons listed in Schedule A thereto (the "Second Subscription Agreement") or the Series 1 Preferred Subscription Agreement, dated March 27, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Third Subscription Agreement")), nor any of their Affiliates or Associates, shall become an Acquiring Person, either individually or collectively, by virtue of (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of shares of the Company's Series 1 Preferred Shares (the "Series 1 Preferred Shares") pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, or (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement." (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, neither (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of Series 1 Preferred Shares pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, nor (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, shall be deemed to cause a Distribution Date." (c) The definition of "Permitted Offer" in Section 1 of the Rights Agreement is hereby amended and restated in its entirety and replaced with the following:

AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, no Investor, Permitted Assignee, or Substitute Investor (as such terms are defined in the Subscription Agreement dated July 27, 2001 by and among the Company and the persons listed in Schedule A thereto (the "Subscription Agreement"), the Subscription Agreement dated February 5, 2002 by and among the Company and the persons listed in Schedule A thereto (the "Second Subscription Agreement") or ), the Series 1 Preferred Subscription Agreement, dated March 27, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Third Subscription Agreement")), the Series 1 Preferred Subscription Agreement, dated July 8, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Fourth Subscription Agreement"), or the Series 1 Preferred Subscription Agreement, dated September __, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Fifth Subscription Agreement") nor any of their Affiliates or Associates, shall become an Acquiring Person, either individually or collectively, by virtue of (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of shares of the Company's Series 1 Preferred Shares (the "Series 1 Preferred Shares") pursuant to the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, or (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement." (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, neither (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of Series 1 Preferred Shares pursuant to the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, nor (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, shall be deemed to cause a Distribution Date." (c) The definition of "Permitted Offer" in Section 1 of the Rights Agreement is hereby amended and restated in its entirety and replaced with the following:

AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, no Investor, Permitted Assignee, or Substitute Investor (as such terms are defined in the Subscription Agreement dated July 27, 2001 by and among the Company and the persons listed in Schedule A thereto (the "Subscription Agreement"), the Subscription Agreement dated February 5, 2002 by and among the Company and the persons listed in Schedule A thereto (the "Second Subscription Agreement") or ), the Series 1 Preferred Subscription Agreement, dated March 27, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Third Subscription Agreement")) or the Series 1 Preferred Subscription Agreement, dated July 8, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Fourth Subscription Agreement"), nor any of their Affiliates or Associates, shall become an Acquiring Person, either individually or collectively, by virtue of (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of shares of the Company's Series 1 Preferred Shares (the "Series 1 Preferred Shares") pursuant to the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, or (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement." (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, neither (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of Series 1 Preferred Shares pursuant to the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, nor (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement or the Third Fourth Subscription Agreement, shall be deemed to cause a Distribution Date." (c) The definition of "Permitted Offer" in Section 1 of the Rights Agreement is hereby amended and restated in its entirety and replaced with the following:

AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) The definition of "Acquiring Person" in Section 1 of the Rights ---------------- Agreement is hereby amended by deleting the last sentence thereof and adding to add the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to paragraph at the contrary, no Investor, Permitted Assignee, or Substitute Investor (as such terms are defined in the Subscription Agreement dated July 27, 2001 by and among the Company and the persons listed in Schedule A thereto (the "Subscription Agreement"), the Subscription Agreement dated February 5, 2002 by and among the Company and the persons listed in Schedule A thereto (the "Second Subscription Agreement") or the Series 1 Preferred Subscription Agreement, dated March 27, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Third Subscription Agreement")), nor any of their Affiliates or Associates, shall become an Acquiring Person, either individually or collectively, by virtue of (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of shares of the Company's Series 1 Preferred Shares (the "Series 1 Preferred Shares") pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, or (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement." (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu end thereof: "Notwithstanding anything in this Agreement to the contrary, neither Zoran Corporation (A"Zoran") nor Zinc Acquisition Corporation (the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of Series 1 Preferred Shares pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreement"Xxxxxr Sub"), nor (G) the consummation ----- ---------- any of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Subscription Agreementtheir respective Affiliates, shall be deemed to cause be an Acquiring Person, either individually or collectively, as a result of the execution, delivery or performance of the Agreement and Plan of Reorganization, dated May 4, 2003, by and among the Company, Zoran and the Merger Sub, as it may be amended or supplemented from xxxx to time (the "Reorganization Agreement"), the public ------------------------ announcement thereof, or the consummation of the Merger or the other transactions contemplated by the Reorganization Agreement, including the execution, delivery or performance of the Voting Agreements (as defined in the Reorganization Agreement) and the irrevocable proxies attached hereto, between Zoran and certain stockholders of the Company." (b) The definixxxx of "Distribution Date" in Section 1 of the Rights ----------------- Agreement is hereby amended to add the following paragraph at the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither the execution, delivery or performance of the Reorganization Agreement, the public announcement thereof, or the consummation of the Merger or the other transactions contemplated by the Reorganization Agreement, including the execution, delivery or performance of the Voting Agreements (as defined in the Reorganization Agreement) and the irrevocable proxies attached hereto, between Zoran and certain stockholders of the Company, shall be deemed to cxxxx a Distribution Date, and the Rights shall not detach from the Common Stock or become non-redeemable." (c) The definition of "Permitted OfferShares Acquisition Date" in Section 1 of the Rights Agreement is hereby amended to add the following paragraph at the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither the execution, delivery or performance of the Reorganization Agreement, the public announcement thereof, or the consummation of the Merger or the other transactions contemplated by the Reorganization Agreement, including the execution, delivery or performance of the Voting Agreements (as defined in the Reorganization Agreement) and the irrevocable proxies attached hereto, between Zoran and certain stockholders of the Company, shall be deemed to cxxxx a Shares Acquisition Date, and the Rights shall not detach from the Common Stock or become non-redeemable." (d) The definition of "Triggering Event" in Section 1 of the Rights ---------------- Agreement is hereby amended to add the following paragraph at the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither the execution, delivery or performance of the Reorganization Agreement, the public announcement thereof, or the consummation of the Merger or the other transactions contemplated by the Reorganization Agreement, including the execution, delivery or performance of the Voting Agreements (as defined in the Reorganization Agreement) and the irrevocable proxies attached hereto, between Zoran and certain stockholders of the Company, shall be deemed to cxxxx a Triggering Event." (e) The definition of "Business Day" in Section 1 of the Rights Agreement ------------ is hereby amended and restated in its entirety and replaced with the followingas follows:

AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, no Investor, Permitted Assignee, or Substitute Investor (as such terms are defined in the Subscription Agreement dated July 27, 2001 by and among the Company and the persons listed in Schedule A thereto (the "Subscription Agreement"), ) or the Subscription Agreement dated February 5, 2002 by and among the Company and the persons listed in Schedule A thereto (the "Second Subscription Agreement") or the Series 1 Preferred Subscription Agreement, dated March 27, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Third Subscription Agreement")), nor any of their Affiliates or Associates, shall become an Acquiring Person, either individually or collectively, by virtue of (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Second Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of shares of the Company's Series 1 Preferred Shares (the "Series 1 Preferred Shares") pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, Agreement or the Second Subscription Agreement or the Third Subscription Agreement, or (GF) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Second Subscription Agreement." (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, neither (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Second Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement, (C) the issuance and acquisition of Series 1 Preferred Shares pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement or the Third Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement or the Third Second Subscription Agreement, nor (GF) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or the Third Second Subscription Agreement, shall be deemed to cause a Distribution Date." (c) The definition of "Permitted Offer" in Section 1 of the Rights Agreement is hereby amended and restated in its entirety and replaced with the following:

AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT. (a) The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, no Investor, Permitted Assignee, or Substitute Investor (as such terms are defined in the Subscription Agreement dated July 27, 2001 by and among the Company and the persons listed in Schedule A thereto (the "Subscription Agreement"), the Subscription Agreement dated February 5, 2002 by and among the Company and the persons listed in Schedule A thereto (the "Second Subscription Agreement") or ), the Series 1 Preferred Subscription Agreement, dated March 27, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Third Subscription Agreement")), the Series 1 Preferred Subscription Agreement, dated July 8, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Fourth Subscription Agreement"), the Series 1 Preferred Subscription Agreement, dated September 17, 2003 by and among the Company and the persons listed in Schedule A thereto (the "Fifth Subscription Agreement") or the Common Share Subscription Agreement, dated April 30, 2004 by and among the Company and the Investors listed on Annex A thereto (the "Sixth Subscription Agreement") nor any of their Affiliates or Associates, shall become an Acquiring Person, either individually or collectively, by virtue of (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement or Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement, the Fifth Subscription Agreement, or the Sixth Subscription Agreement (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement or the Sixth Subscription Agreement, (C) the issuance and acquisition of shares of the Company's Series 1 Preferred Shares (the "Series 1 Preferred Shares") pursuant to the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement, the Fifth Subscription Agreement or the Third Sixth Subscription Agreement, or (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement, the Fifth Subscription Agreement or the Third Sixth Subscription Agreement." (b) The definition of "Distribution Date" in Section 1 of the Rights Agreement is hereby amended by deleting the last sentence thereof and adding the following sentence in lieu thereof: "Notwithstanding anything in this Agreement to the contrary, neither (A) the announcement of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement, the Fifth Subscription Agreement or the Third Sixth Subscription Agreement, (B) the issuance and acquisition of Common Shares pursuant to the Subscription Agreement or the Sixth Subscription Agreement, (C) the issuance and acquisition of Series 1 Preferred Shares pursuant to the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (D) the issuance and acquisition of Common Shares upon conversion of the Series 1 Preferred Shares issued and acquired pursuant to the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement or the Third Fifth Subscription Agreement, (E) the issuance and acquisition of Common Shares upon exercise of the Warrants, (F) the execution and delivery of the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement, the Fifth Subscription Agreement or the Third Sixth Subscription Agreement, nor (G) the consummation of the transactions contemplated by the Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the Fourth Subscription Agreement, the Fifth Subscription Agreement or the Third Sixth Subscription Agreement, shall be deemed to cause a Distribution Date." (c) The definition of "Permitted Offer" in Section 1 of the Rights Agreement is hereby amended and restated in its entirety and replaced with the following: