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2 I, Christopher Walton, declare as follows : 1. I am an attorney admitted to practice before this Court. I am an associate with the law firm of Fenwick & West LLP, counsel of record for defendants Silicon Image, Inc. ("Silicon Image"), Steve Tirado, and David Lee (collectively, "defendants") in this action. I have personal knowledge of the matters set forth herein and, if called upon, could testify competently thereto. 2. Attached hereto as Exhibit A is a true and correct copy of a cross-reference table comparing plaintiffs' Second Amended Complaint and Third Amended Complaint which was prepared based on plaintiffs' filings that are currently before the Court. 3. Attached hereto as Exhibit B is a true and correct copy of Silicon Image's June 24, 2004 press release. 4. Attached hereto as Exhibit C is a true and correct copy of Silicon Image's Form 8- K filed with the Securities and Exchange Commission on or about April 28, 2005., 3 F a 3 3 z Y Z z U F Z Q Attached hereto as Exhibit D is a true and correct copy of a spreadsheet summarizing Dr. David Lee's Silicon Image share ownership and trading history relevant to the class period, which was prepared based on the attached true and correct copies of relevant pages from Silicon Image's Form 14-As (Proxy Statements) filed with the Securities and Exchange Commission on or about April 15, 2002, April 11, 2003, April 19, 2004, and April 29, 2005, as well as Dr. Lee's Form 4s (attached hereto as Exhibit F) filed with the Securities & Exchange Commission as specified therein. 6. Attached hereto as Exhibit E is a true and correct copy of a spreadsheet summarizing Dr. David Lee's trading history for the period indicated which was prepared base d on publicly available documents. 7. Attached hereto as Exhibit F is a true and correct copy of Dr. David Lee's relevan t Form 4s filed with the Securities and Exchange Commission between June 25, 2003 an d December 31, Attached hereto as Exhibit G is a true and correct copy of a spreadsheet summarizing Mr. Steve Tirado's trading history for the period indicated which was prepare d 28 based on publicly available documents. DECL. OF C. WALTON ISO DEFS' MOT. TO DISMISS THIRD AMENDED CONSOLIDATED COMPLAINT MASTER FILE NO. C MMC
3 Attached hereto as Exhibit H is a true and correct copy of Mr. Steve Tirado's relevant Form 4s filed with the Securities and Exchange Commission between June 25, 2003 and December 31, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 1st day of September, 2006 in Mountain View, California /00417/LIT/ /s/ Christopher Walton H a 3 n C U o 3 ~ s z DECL. OF C. WALTON ISO DEFS ' MOT. TO DISMISS THIRD AMENDED CONSOLIDATED COMPLAINT MASTER FILE NO. C MMC
5 In re SIMG - Cross Reference Tabl e Third Amended Complaint (TAC) vs. Second Am ended Complaint (SA)* TAC SAC First paragraph p.1 : Added reference to P18 and added p. 1 "interviews" on L18. 2 Added new language at 2 :1. % Deleted sentence re SOX certificati on Added new language at 2 : Added new language at 3 :7 ; changed "improper" to 1 6 "false and mislea ding" at 3 : Added new language at 4 : Added new language at 4 :16. % Added new language and changed numbers 1 1 summarizing trading activities of Tirado and Lee Changed reference to Tirado's sales from 750, to 752, A new section setting out the duties and responsibilities under SOX ( 302, 906, 404 and th e PCAOB). %%34-37 %% deleted ref. to Gargus' SOX certification %% and-%-46 was split into 39 and Now a short summary paragraph, quotes from 47 & 48 filings are no longer included Deleted SO X certificati on la nguage New paragraph. N/A 44 - First sentence is the same ; the remainder 5 0 (summary) is new Added new phrase at 18 :13. %% New paragraph ; describes CS1, CS2, and CS3 N/A and provides statements purportedly made by thos e sources New lead in sentence, reworded pa ragraph Paragraph shortened & 52 - Added new phrase at 20 :2 ; first sentence of used to be end of 56 ; all the details re SOX certification is new here. %-53 - New (describes the 9 06 SOX certification) -_ N/A 54 - Contains new statements by CS2 ; statement that was attributed to old CS1 (in 59) is now attributed t o CS4 here New - discusses 10/19/04 announcements of IN/A financials and Lee's statement s re mgmt. transition s New lead in sentence This was the end of old 5 7 before End of New cross-references End of Deleted la ngu age from after the block quote Rewo rded Adds new language Reworded and restructured reworded this paragraph regarding why Laub left 66 the Compan y 67 - New paragraph ; purported quote from Laub. N/A 1 of 3
6 In re SIMG - Cross Reference Tabl e Third Amen ded Complai nt (TAC) vs. Se cond Amen ded Complai nt (SAC)* _ TAC SA C 68 - New paragraph. N/A 69 - "CS2" now "CS3" and added duplication of th e 67 quotes from TS 2" here (from 48 ) "CS2" changed to "CS3" new language; changed the alleged reason that 69 the stock price d roppe d 73 - changed "including the fundamental issue s 70 involving Laub" to "including Lee's efforts to redefin e Lee's responsib i lities" Reworded, slight change in allegation Reworded. T Chan ged content Rewor ded allegations re SEC i nvestigation Deleted SOX certification language Reworded allegations regarding the SE C 178 IT insider trading investigation disclosure ; now plaintiffs discuss the SEC's DK Jeong co mplaint New lea d in sentence, othe rwise the s ame N/A 8 2 If 87 - Reworded Reworded ; now includes block quotes 84 If 90 - Rew o rded allegations re SOX certificatio ns If 92 - Revised lead in sentence. If 8 8 N/A If 94 - Revised language ; added detail. %8 9 If Shortened (removed quote ) If New paragraph. N/A If Added sente nce before block quote. If 12 3 IT More detai led version of o ld %124 If 105 New paragraph Shorte ned an d reworded If New language at the end of If Added a new language at 42 :5-6, otherwise the same Reworded $ If Deleted last bl ock quote. If 9 8 If New cross-refere nce s. $9 9 If Revised language (mo re detail). If IT Reworded at the beginning and added ne w sentences at end. 2of3
7 In re SIMO - Cross Reference Tabl e Third Amended Complaint (TACvs. Second Amended Co mplaint (SAC)* TAC Added more text to the analyst quote at the end. SAC Reworded; new content re changes in CF O 11 2 position New paragraphs. N/A Same as old first half of 144 with mistake s 144 corrected Restr uctured with more detail. End of Added more detail Shortened quotes. 3 5 N/A discussing comp cte charter was deleted from this sectio n Shortened quotes ; added a new sentence at the 3 8 end Shortened Added 4, 5, and 6 to the list same but changes Tirado's shares to 752K fro m K _ Revised language Prayer - p.67 Prayer -- p Not including stylistic changes. 3of3
9 Silicon Image, Inc. : Investor Relations Page 1 of 2 Press es Silicon Image To Separate CEO and Chairman Role Search For New CEO Initiate d SUNNYVALE, Calif. June 24, Silicon Image, Inc. (Nasdaq : SIMG), a leader in multi-gigabit semiconductor solutions for the secure transmission and storage of rich digital media, today announced that Chairman, Founder and CEO, Dr. David Lee, is leading a search committee effort to identify and appoint a successor as CEO. Dr. Lee will maintain an active role in the company as full-time chairman of the board, focusing on the development and delivery of the company's long-term vision and strategy. "My decision to relinquish the CEO role is driven by two primary factors. First I and the rest of the board of directors believe that Silicon Image's leadership in standards-based, high-bandwidth ICs and IP for the consumer electronics, storage and PC display market, place it in an excellent position to benefit from explosive demand for secure digital content distribution solutions. We are confident that the magnitude and nature of this opportunity will enable us to recruit a world-class executive who will partner with me to build Silicon Image to greater heights," said Dr. Lee. "And second, the board and I are committed to exemplifying excellence in corporate governance, and therefore believe it is important to separate the roles of the CEO and chairman, " To underscore this commitment to excellence in corporate governance, Andy Rappaport-partner of August Capital and Silicon Image board member since 1997-has been named as the company's lead independent director, "The Board of Directors wholeheartedly supports David's commitment to achieve world-class excellence in governance as we face the challenges of a growing public company," said Mr. Rappaport. "We are committed to working with him to accomplish the goals he has laid out. " "After nearly a decade as CEO," continued Lee, "I look forward to being able to focus my energy on strategic opportunities as we prepare for the continued challenges associated with growing into a larger and more complex global organization. Just as we have excelled at developing and driving innovative industry standards, products and business models, we must now focus on applying these core competencies to elevating strategy, management and corporate governance to new levels. " Silicon Image has engaged an executive search firm to commence the search for a new CEO. The Company will not be commenting on the status of the search until concluded. In the interim Dr. Lee will remain as CEO until a successor is named. About Silicon Imag e Headquartered in Sunnyvale, Calif., Silicon Image, Inc. designs, develops and markets multi-gigabit semiconductor and system solutions fora variety of communications applications demanding high-bandwidth capability. With its proprietary Multi-layer Serial Link (MSL'') architecture, Silicon Image is well positioned for leadership in multiple mass markets including PCs, consumer electronics and storage. Currently, Silicon Image leads the global PC/display arena with its innovative digital interconnect technology, and has emerged as a leading player in the consumer electronics arid storage markets-offering robust, high-bandwidth semiconductors. For more information on Silicon Image, visit m This news release contains forward-looking information within the meaning of federal securities regulations. These forward-looking statements include statements related to future product demand, timing of hiring a new CEO and future corporate performance. These forward-looking statements involve risks and uncertainties, including those described from time to time in Silicon Image's filings with the Securities and Exchange Commission (SEC), that could cause the actual results to differ materially from those anticipated by these forward-looking statements. In particular, actual future product demand, timing of hiring a new CEO and future corporate performance may riot conform to current expectations. Also see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Factors Affecting Future Results" in the most recent Annual Report, Form 10-K or 10-Q filed by Silicon Image with the SEC. Silicon Image assumes no obligation to update this forward-looking information. http ://ir.siliconimage.com/releasedetail.cfm?rei,easeid=149143&mode=print 9/1/2006 59ce067264