0001144204-10-068234 Sample Contracts

SHAREHOLDER AGREEMENT

Shareholder Agreement • December 27th, 2010 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California

• Contract Type
  Shareholder Agreement
• Filed
  December 27th, 2010
• Company
  Sonic Solutions/Ca/
• Industry
  Services-computer integrated systems design
• Jurisdiction
  California

This Shareholder Agreement (“Agreement”) is entered into as of December 22, 2010, by and between Rovi Corporation, a Delaware corporation (“Parent”), and the shareholder named on the signature page hereof (“Shareholder”).

EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Rovi Corporation., a Delaware corporation; Sparta Acquisition Sub, Inc., a California corporation; and Sonic Solutions, a California corporation

Merger Agreement • December 27th, 2010 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California

• Contract Type
  Merger Agreement
• Filed
  December 27th, 2010
• Company
  Sonic Solutions/Ca/
• Industry
  Services-computer integrated systems design
• Jurisdiction
  California

This Agreement and Plan of Merger and Reorganization (“Agreement”) is made and entered into as of December 22, 2010, by and among: Rovi Corporation, a Delaware corporation (“Parent”); Sparta Acquisition Sub, Inc., a California corporation and a wholly-owned direct or indirect subsidiary of Parent (“Acquisition Sub”); and Sonic Solutions, a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.