Sonics, Inc. [ ] Shares Common Stock ($0.001 par value per Share) Underwriting AgreementUnderwriting Agreement • August 24th, 2007 • Sonics, Inc. • New York
UBS Securities LLC as Representative to the Underwriters named on Schedule A hereto c/o UBS Securities LLC 299 Park Avenue New York, New York 10171-0026
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2007 • Sonics, Inc. • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of , 20___(the “Effective Date”) by and between SONICS, INC., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
WARRANTWarrant Agreement • August 24th, 2007 • Sonics, Inc. • California
THIS WARRANT (THE “WARRANT”) IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A WARRANT PURCHASE AGREEMENT (THE “AGREEMENT”) BETWEEN SONICS, INC. (THE “COMPANY”) AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 24th, 2007 • Sonics, Inc. • California
This Fourth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of November 23, 2005, by and among Sonics, Inc., a Delaware corporation (the “Company”), the purchasers of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock named in Exhibit A attached hereto (each, a “Prior Investor” and, collectively, the “Prior Investors”), and the purchasers of the Company’s Series D Preferred Stock named in Exhibit B attached hereto (the “Series D Investors” and, collectively with the Prior Investors, the “Investors”), all of whom are signatories to this Agreement.
LEASE AGREEMENTLease Agreement • August 24th, 2007 • Sonics, Inc.
THIS “LEASE”, made this 1st day of October, 2004, between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR’S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord, and SONICS, INC., a Delaware corporation, hereinafter called Tenant.
ContractWarrant Agreement • August 24th, 2007 • Sonics, Inc. • California
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Term Loan and Security AgreementTerm Loan and Security Agreement • August 24th, 2007 • Sonics, Inc. • California
THIS TERM LOAN AND SECURITY AGREEMENT is entered into on the above date between PARTNERS FOR GROWTH, L.P. (“PFG”), whose address is 180 Pacific Avenue, San Francisco, CA 94111 and the borrower named above (“Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
LOAN MODIFICATION AND CONSENT AGREEMENTLoan Modification and Consent Agreement • August 24th, 2007 • Sonics, Inc.
This Loan Modification and Consent Agreement (“Loan Modification”) is entered into as of December 9, 2005, by and between Partners for Growth, L.P., a Delaware limited partnership with its principal place of business at 180 Pacific Avenue, San Francisco, California 94111 (“PFG”) and SONICS, INC., a Delaware corporation with its principal place of business at 1098 Alta Avenue, Suite 101, Mountain View, CA 94043 (“Borrower”).
LEASE AGREEMENT (of a Part of the Premises)Lease Agreement • August 24th, 2007 • Sonics, Inc.
This Lease Agreement is made between “VIASPHERE TECHNOPARK” Closed Joint Stock Company, with its juridical address at Arshakunyats 41, Yerevan , Republic of Armenia, represented by its Authorized Representative Khachatour Khachikyan (Passport No. AB0596300, issued on September 20, 1997, by 005, with residence address at 24 A. Hovhannisyan Street, apt. 9Yerevan, Republic of Armenia, herein the “Lessor” and “SONICS ARMENIA HOLDINGS, INC.” , with its juridical address at 1098 Alta Avenue, Suite 101, Mountain View, California 94043, as represented by its Authorized Representative Edith Khachatourian ( US citizen, Passport No. 054086677, issued by the San Francisco Passport Agency,, on 28.03.1995, temporary residing at 10 Tumanyan Street, apt. 30, Yerevan, Armenia) herein the “Lessee”, on the following subject:
