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
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
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
