0001104659-06-009569 Sample Contracts

FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 14th, 2006 • Gateway Inc • Electronic computers

This FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT (the “First Amendment”), dated February 1, 2006 and effective as of December 23, 2005, between Mr. Lap Shun (John) Hui (“Mr. Hui”) and Gateway, Inc., a Delaware corporation (“Gateway”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indemnification Agreement between Gateway and Mr. Hui, dated as of March 11, 2004 (the “Agreement”).

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FIRST AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • February 14th, 2006 • Gateway Inc • Electronic computers

This AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT (the “Amendment”), dated February 1, 2006 and effective as of December 23, 2005, is entered into by and among Mr. Lap Shun (John) Hui, an individual resident of the State of California (“Mr. Hui”), Gateway, Inc., a Delaware corporation (“Gateway”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”). Initially capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Indemnification Agreement, by and between Gateway and Mr. Hui (the “Indemnification Agreement”) dated as of March 11, 2004.

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