Exhibit 99.3 DISCREET LOGIC INC. AND SUBSIDIARIES PRO FORMA FINANCIAL STATEMENTS On December 2, 1997, Discreet Logic Inc. ("Discreet") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Lantern Acquisition...Discreet Logic Inc • March 16th, 1998 • Photographic equipment & supplies
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 30th, 1997 • Discreet Logic Inc • Photographic equipment & supplies
RECITALSEscrow Agreement • July 30th, 1997 • Discreet Logic Inc • Photographic equipment & supplies • Massachusetts
EXHIBIT 2.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 1997 • Discreet Logic Inc • Photographic equipment & supplies • Massachusetts
DATED AS OFAsset Purchase Agreement • June 27th, 1997 • Discreet Logic Inc • Photographic equipment & supplies • Massachusetts
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG DISCREET LOGIC INC. LANTERN ACQUISITION CORP.Agreement and Plan of Merger and Reorganization • January 14th, 1998 • Discreet Logic Inc • Photographic equipment & supplies • Delaware
Exhibit 10.1 ASSIGNMENT OF LEASE This assignment made as of and effective from the 1st day of July 1997. AMONG DISCREET LOGIC INC., a company duly incorporated under the laws of the province of Quebec, having its head office and principal place of...Assignment of Lease • November 17th, 1998 • Discreet Logic Inc • Services-computer integrated systems design
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF ACQUISITION AND AMALGAMATION This Amendment No. 2 (the "Second Amendment") to the Second Amended and Restated Agreement and Plan of Acquisition and Amalgamation by and among...Discreet Logic Inc • January 20th, 1999 • Services-computer integrated systems design
LEASE AGREEMENT for 10 DUKE STREET, MONTREAL BETWEENLeasing Agreement • February 17th, 1998 • Discreet Logic Inc • Photographic equipment & supplies
SILICONGRAPHICS [LOGO] Computer Systems [LETTERHEAD APPEARS HERE] March 26, 1998Value Added Reseller Agreement • May 15th, 1998 • Discreet Logic Inc • Services-computer integrated systems design
This letter shall serve to extend the Value Added Reseller Agreement ("Agreement"), and the Amendment thereto, between Silcon Graphics, Inc. ("SGI") and Discreet Logic Inc. ("Discreet"). This extension shall be effective as of April 1, 1998 and continue until and including June 30, 1998, at which time the Agreement shall expire, unless the parties mutually agree in writing to extend the terms of the Agreement, or enter into a new agreement.
EXHIBIT 4.2 -----------Investor Rights Agreement • March 30th, 1998 • Discreet Logic Inc • Services-computer integrated systems design
Exhibit 2.5 AMENDED AND RESTATED AGREEMENT AND PLAN OF ACQUISITION AND AMALGAMATION BY AND AMONG AUTODESK, INC., AUTODESK DEVELOPMENT B.V., 9066-9771 QUEBEC INC., AUTODESK CANADA INC., 9066-9854 QUEBEC INC. AND DISCREET LOGIC INC. DATED AS OF...Agreement and Plan • September 28th, 1998 • Discreet Logic Inc • Services-computer integrated systems design • California
EXHIBIT 4.1 -----------Common Shares Purchase Agreement • March 30th, 1998 • Discreet Logic Inc • Services-computer integrated systems design • Delaware
July 15, 1998Discreet Logic Inc • September 28th, 1998 • Services-computer integrated systems design
EXHIBIT 10.30 [LETTERHEAD OF SILICON GRAPHICS COMPUTER SYSTEMS APPEARS HERE] September 16, 1998 Ms. Rosemary Correia Discreet Logic, Inc. 10 Duke Street Montreal, Quebec, Canada H3C2L7 Re: Extension of Value Added Reseller Agreement terms and...Discreet Logic Inc • September 28th, 1998 • Services-computer integrated systems design
EXHIBIT 10.10 Silicon Graphics Computer Systems October 16, 1996 Mr. Richard J. Szalwinski Chairman and CEO Discreet Logic 5505, boul. St. Laurent, bureau 5200 Montreal (Quebec) Canada H2T 1S6 Re: Extension of Value Added Reseller Agreement terms and...Discreet Logic Inc • October 29th, 1996 • Photographic equipment & supplies
Exhibit 99.1 ------------Discreet Logic Inc • March 30th, 1998 • Services-computer integrated systems design
EXHIBIT 9.1 VOTING AND EXCHANGE TRUST AGREEMENT AGREEMENT made as of the 16th day of March, 1998 BETWEEN: AUTODESK, INC., a corporation subsisting under the laws of the State of Delaware, (hereinafter referred to as the "Parent") --and-- DISCREET...Voting and Exchange Trust Agreement • June 29th, 1999 • Discreet Logic Inc • Services-computer integrated systems design • Ontario
Exhibit 99.1 ------------ Discreet Logic and MGI Software Annul Arrangement AgreementExhibit 99 • July 13th, 1998 • Discreet Logic Inc • Services-computer integrated systems design
SGI LETTERHEAD] VIA FAX (514/393-3996) June 16, 1999 Ms. Rose Mary Correia Discreet Logic, Inc. 10, Rue Duke Montreal CANADA H3C 2L7 Re: Extension of Value Added Reseller Agreement, No. 12-11-441 Dear Ms. Correia: This letter shall serve to extend the...Discreet Logic Inc • June 29th, 1999 • Services-computer integrated systems design
September 26, 1997 Mr. Winston Rodrigues Dear Winston, Discreet Logic Inc. ("DISCREET") is pleased to offer you employment upon the terms and conditions set out below. 1. Duties and Responsibilities --------------------------- Discreet hereby agrees...Discreet Logic Inc • October 29th, 1998 • Services-computer integrated systems design • Quebec
ARRANGEMENT AGREEMENT BY AND AMONG DISCREET LOGIC INC., MGI SOFTWARE CORP., AND 1284517 ONTARIO INC. DATED AS OF MARCH 9, 1998 TABLE OF CONTENTSArrangement Agreement • April 30th, 1998 • Discreet Logic Inc • Services-computer integrated systems design • Ontario
EXHIBIT 10.1 SUPPORT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 16th day of March, 1999 BETWEEN: AUTODESK, INC., a corporation subsisting under the laws of the State of Delaware, (hereinafter referred to as the "Parent"), --and-- AUTODESK...Support Agreement • June 29th, 1999 • Discreet Logic Inc • Services-computer integrated systems design • Quebec
Exhibit 10.11 [LETTERHEAD OF SILICON GRAPHICS, INC.] July 8, 1997 Mr. Richard Szalwinski Chairman and CEO DISCREET LOGIC 5505, boul. St.-Laurent, bureau 5200 Montreal (Quebec) Canada H2T 1S6 Re:EXTENSION OF VALUE ADDED RESELLER AGREEMENT TERMS AND...Discreet Logic Inc • September 29th, 1997 • Photographic equipment & supplies
EXHIBIT 10.25 - CONFIDENITAL TREATMENT- BRACKETED MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXHCANGE COMMISSION The Terminal Marketing Company, Inc. 5 Waverly Court New City, NY 10956 Discreet Logic USA, Inc. Boston, MA...Discreet Logic Inc • October 29th, 1996 • Photographic equipment & supplies • New York
