Common Stock] UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2004 • 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 “Initial Shares”) of the Company’s common stock, no par value (the “Common Stock”). Such Initial 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 Company also grants to the Underwriters, severally and not jointly, the option described in Section 2(c) to purchase up to additional shares (the “Option Shares”; together with the Initial Shares, the “Shares”) of Common Stock to cover over-allotments. The Common Stock is described more fully in each Final 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” and “Representatives”,
FORM OF WARRANT AGREEMENT FOR PREFERRED STOCKForm of Warrant Agreement for Preferred Stock • February 5th, 2004 • Sonic Solutions/Ca/ • Services-computer integrated systems design • New York
WHEREAS, the Company deems it advisable to issue to the Holder warrants (the “Warrants”) entitling the Holder to purchase an aggregate of [ ] shares of preferred stock, no par value, of the Company (the “Preferred Stock”). The shares of Preferred Stock issued upon exercise of the Warrants are referred to as the “Warrant Shares”.
FORM OF WARRANT AGREEMENT FOR COMMON STOCKForm of Warrant Agreement for Common Stock • February 5th, 2004 • Sonic Solutions/Ca/ • Services-computer integrated systems design • New York
WHEREAS, the Company deems it advisable to issue to the Holder warrants (the “Warrants”) entitling the Holder to purchase an aggregate of [ ] shares of common stock, no par value, of the Company (the “Common Stock”). The shares of Common Stock issued upon exercise of the Warrants are referred to as the “Warrant Shares”.
