SiRF Technology Holdings (SIRF)

Note 19. Subsequent Events

On July 24, 2008, the Company announced further reductions in force and reprioritizing of certain engineering projects. The reduction in force will result in reducing the Company’s headcount by approximately 7-9% by September 30, 2008. SiRF expects to incur a total pre-tax restructuring charge in the range of $0.5 million and $1.0 million related to the severance for terminated employees.

On July 31, 2008, Mr. Philip Lau, Corporate Controller and Principal Financial Officer, submitted his resignation effective on August 8, 2008.

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This report on Form 10-Q contains forward-looking statements, including, but not limited to, statements about the expected growth of the our product development, impact and success our acquisitions or investments, the impact and success of our restructuring, the impact of weakening demand, increased competition and weak macroeconomic environment on our business, the demand for and our ability to meet market demand for low power and small size Global Positioning Systems functionality products, the anticipated benefits of our products, our leadership position, the decline in average selling prices, our expectations regarding the amount of our net revenue from sales to the Asia-Pacific region, our belief that a significant amount of the systems designed and manufactured by customers in the Asia-Pacific region are subsequently sold to original equipment manufacturers outside of that region, our anticipated growth, our anticipated cash needs, our estimates regarding our capital requirements, our needs for additional financing, impact from changes in interest rates and foreign currency rates, our critical accounting policies, our disclosure controls and procedures, our expectations on competition, our dependency on establishing and maintaining relationships with established providers and industry leaders, our successful integration of acquired businesses, our acquisitions of or investments in complementary technologies, our expectations regarding our dependency on future sales of the SiRFstarIII product line, our revenue and sources of revenue, our international operations, our stock price volatility, fluctuation of our revenue and operating results, our gross margins, our operating expenses, our ability to successfully implement our new ERP system, our dependency on relationships with and concentration of our customers, price reductions, dependency on qualified personnel, our intellectual property, including our ability to obtain patents in the future and protection of intellectual property in foreign countries and current and potential legal proceedings . These statements may be identified by such terms as “anticipate,” “believe,” “may,” “might,” “expect,” “will,” “intend,” “could,” “can,” or the negative of those terms or similar expressions intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the development of the market for GPS-based location awareness technology, factors affecting our quarterly results, our sales cycle, price reductions, our dependence on and qualification of foundries to manufacture our products, production capacity, our ability to adequately forecast demand for our products, our customer relationships, our ability to compete successfully, our ability to successfully integrate acquired businesses, our ability to successfully implement our restructuring plan, our product warranties, the impact of our legal proceedings, the impact of our intellectual property indemnification practices and other risks discussed in “Risk Factors” in this report. These forward-looking statements represent our estimates and assumptions only as of the date of this report. Unless required by law, we undertake no responsibility to update these forward-looking statements.

Note 19. Subsequent Events

On April 3, 2008, Geoffrey Ribar, Chief Financial Officer of SiRF Technology Holdings, Inc., submitted his resignation effective May 8, 2008. As a result of his resignation, 205,500 options and restricted stock units will be forfeited. Philip Lau, Corporate Controller, has been appointed Principal Financial Officer.

On April 17, 2008, Michael Canning, Chief Executive Officer and President of SiRF Technology Holdings, Inc., submitted his resignation effective as of that date. As a result of his resignation, 1,127,000 options will be forfeited. Diosdado P. Banatao, a founder, and chairman of SiRF's board of directors, has been appointed Executive Chairman and has assumed the role of Interim President and CEO.

On May 5, 2008, the Company, filed a Registration Statement on Form S-8 relating to the registration under the Securities Act of 1933 of 3,027,548 shares of the Company's common stock, par value $0.0001 per share, issuable pursuant to the Company’s 2004 Stock Incentive Plan.

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This report on Form 10-Q contains forward-looking statements, including, but not limited to, statements about the expected growth of the location-based services, portable navigation devices, the handset market and wireless markets and their impact on our business, our product development, our belief that we have leading edge technology, enhancing our efficiencies in logistics management, impact and success of the Centrality acquisition and future acquisitions or investments, the impact and success of our restructuring, our ability to meet market demand for low power and small size Global Positioning Systems functionality products, the anticipated benefits of our products, benefits of our testing systems, our leadership position, production capacity of our foundries, our participation in Galileo, joint development of certain products, our competitive position, the decline in average selling prices, our expectations regarding the amount of our net revenue from sales to the Asia-Pacific region, our belief that a significant amount of the systems designed and manufactured by customers in the Asia-Pacific region are subsequently sold to original equipment manufacturers outside of that region, increases in research and development costs, sales and marketing expenses, and general and administrative expenses, our backlog, our anticipated growth, our anticipated cash needs, our estimates regarding our capital requirements, our needs for additional financing, impact from changes in interest rates and foreign currency rates, our critical accounting policies, our disclosure controls and procedures, our expectations on competition, our dependency on establishing and maintaining relationships with established providers and industry leaders, our successful integration of acquired businesses, our acquisitions of or investments in complementary technologies, our expectations regarding our dependency on future sales of the SiRFstarIII product line, our revenue and sources of revenue, our international operations, our stock price volatility, fluctuation of our revenue and operating results, our gross margins, our operating expenses, our ability to successfully implement our new ERP system, our dependency on relationships with and concentration of our customers, price reductions, dependency on qualified personnel, our employee relations, our intellectual property, including our ability to obtain patents in the future and protection of intellectual property in foreign countries and potential legal proceedings . These statements may be identified by such terms as “anticipate,” “believe,” “may,” “might,” “expect,” “will,” “intend,” “could,” “can,” or the negative of those terms or similar expressions intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the development of the market for GPS-based location awareness technology, factors affecting our quarterly results, our sales cycle, price reductions, our dependence on and qualification of foundries to manufacture our products, production capacity, our ability to adequately forecast demand for our products, our customer relationships, our ability to compete successfully, our ability to successfully integrate acquired businesses, our product warranties, the impact of our legal proceedings, the impact of our intellectual property indemnification practices and other risks discussed in “Risk Factors” in this report. These forward-looking statements represent our estimates and assumptions only as of the date of this report. Unless required by law, we undertake no responsibility to update these forward-looking statements.

Note 21.    Subsequent Events

On January 24, 2008, the Company entered into a loan and security agreement whereby SiRF agreed to make two advances totaling $13.5 million to a potential acquisition target in connection with the Company’s proposal to acquire all outstanding shares of this entity. The loan and security agreement is collateralized by a security interest in all of the target entity’s current and subsequently acquired assets. The entire outstanding principal balance of the advances bears interest at a fixed rate of 5.0% per annum, and is payable on July 24, 2009 or at an earlier date, pursuant to the terms of the agreement. Subsequent to executing this agreement, SiRF decided not to proceed with the pending acquisition, and as a result of changes in circumstances, the Company is currently performing a review to evaluate the recoverability of the outstanding notes receivable from the target entity. As a result of this evaluation, the Company may determine that the carrying amount of the $13.5 million notes receivable may need to be written down to its fair value which could result in adverse charges to the Company’s future operating results and financial position.

In February 2008, purported class action lawsuits were filed in the United States District Court for the Northern District of California against the Company and certain of its officers and directors. The complaints allege that the Company and certain of its officers and directors violated the federal securities laws by making false and misleading statements and omissions relating to our business and operating results. The complaints seek, on behalf of persons who purchased our common stock during the period from October 30, 2007 to February 4, 2008, unspecified damages, interest and costs and expenses, including attorney’s fees and disbursements. In addition, in February 2008, shareholder derivative lawsuits were filed in the Superior Court of the State of California County of Santa Clara against certain of our officers and directors. The complaints allege breach of fiduciary duties, waste of corporate assets, unjust enrichment and violations of the California Corporations Code. The complaints seek unspecified damages, disgorgement of profits, benefits and other compensation, interest and costs and expenses, including attorney’s fees and disbursements. While the Company intends to defend the lawsuit vigorously, litigation, whether or not determined in its favor or settled, could be costly and time-consuming and could divert management’s attention and resources, which could adversely affect the Company’s business.

As a result of the decline in SiRF’s market capitalization that occurred in February 2008, the Company is performing an analysis of potential impairment of its goodwill, intangible assets and long-lived assets. If this analysis indicates the carrying value of the Company’s reporting unit or any of its intangible assets or long lived assets is impaired, a detrimental impact to our future results of operations and financial position would result. The Company expects this impairment analysis to be completed during the first quarter of 2008.

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SiRF Technology Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4. SUBSEQUENT EVENTS

In May 2007, the Company issued 1,559,000 shares of common stock options to its employees with an exercise price of $0.88 per share.

In June 2007, SiRF Technology Holdings, Inc. (NASDAQ: SIRF), signed a definitive agreement to acquire the Company for a total estimated purchase price of $283 million in stock and cash. If the acquisition is not consummated, the Company has the right to borrow, under certain conditions, $15 million from SiRF Technology Holdings, Inc. in the form of convertible notes. The convertible notes will bear interest at prime rate and be convertible into preferred stock of the Company at the option of the holder. The conversion rate is to be determined based on a pre-money valuation of the Company which is equal to the lower of pre-money valuation of the next round of financing or $175 million immediately prior to conversion. Any borrowings are repayable in two years if the notes are not otherwise converted to preferred stock of the Company.

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Subsequent Events

Pursuant to a definitive agreement signed on June 21, 2007, on August 6, 2007, we acquired Centrality Communications, Inc., or Centrality, a privately-held California corporation. Under the terms of the agreement, we acquired all the outstanding shares of Centrality capital stock in exchange for 5,992,159 shares of our common stock and $108.3 million. We also assumed certain equity awards that may be exercised for an aggregate of 2,097,310 shares of our common stock. Any equity awards not assumed by us received a cash payment equal to $5.44 per share for an aggregate of $1.7 million. Centrality is now a wholly owned subsidiary of SiRF.

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Note 10. Subsequent Events

On April 28, 2005, SiRF acquired Kisel Microelectronics, AB, a privately held limited liability company (“Kisel”) based in Stockholm, Sweden. Under the terms of the Share Purchase Agreement, dated as of April 15, 2005, as amended, in exchange for all of the outstanding capital stock of Kisel, SiRF paid $20.5 million in cash and issued 781,268 shares of SiRF common stock at the closing. SiRF will also pay two contingent future payments in cash on April 28, 2006 and April 28, 2007 to certain of the Kisel shareholders upon achievement of certain milestones. In the aggregate, such contingent payments will not exceed $3.7 million. All of the shares of SiRF common stock issued at the closing are contingent upon the continued employment of the recipient, with the contingency being released over four years. The maximum consideration for Kisel was approximately $33 million, including the maximum contingent cash payments and all of the shares of SiRF common stock. The shares of SiRF common stock were issued pursuant to an exemption under the Securities Act of 1933, as amended.