PORTALPLAYER, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2004 • PortalPlayer, Inc. • Semiconductors & related devices • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 2004 (the “Effective Date”), by and between PORTALPLAYER, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
PORTALPLAYER, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2004 • PortalPlayer, Inc. • Semiconductors & related devices • New York
Graphic Omitted] LEASE AGREEMENTLease Agreement • March 21st, 2005 • PortalPlayer, Inc. • Semiconductors & related devices
Sri S.K. Jayachandra S/o S.K. Sastry Aged about 47 years, R/o IJ-7, Erramanzil Colony, Hyderabad—500 082, hereinafter called “LESSOR” (which expression shall unless it be repugnant to the context or meaning thereof mean and include his heirs, executors, administrators and assigns) of the ONE PART
LEASE AGREEMENTLease Agreement • August 3rd, 2004 • PortalPlayer, Inc.
THIS LEASE, made this 11th day of June, 1999 between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR’S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord, and PORTAL PLAYER, INC., a California corporation, hereinafter called Tenant.
LEASE VALLEY CENTRE Between PORTALPLAYER, INC. (Tenant) and CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P. (Landlord)Lease • April 14th, 2005 • PortalPlayer, Inc. • Semiconductors & related devices
Loan and Security AgreementLoan and Security Agreement • August 3rd, 2004 • PortalPlayer, Inc. • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower named above (the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
FIRST AMENDMENT TO LEASELease Agreement • December 28th, 2005 • PortalPlayer, Inc. • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE (this “Amendment”), dated for reference purposes only as of December 22, 2005, is by and between CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and PORTALPLAYER, INC., a Delaware corporation (“Tenant”).
SEPARATION AGREEMENTSeparation Agreement • August 2nd, 2006 • PortalPlayer, Inc. • Semiconductors & related devices • California
This Separation Agreement (“Agreement”) is made by and between Gary Johnson, an individual (the “Employee”) and PortalPlayer, Inc. (the “Company”), effective seven calendar days after the date this Agreement is signed by the Employee and not revoked.
LOAN AND SECURITY AGREEMENT by and between PORTALPLAYER, INC., as Borrower and SILICON VALLEY BANK, as Bank MAY 31, 2005Loan and Security Agreement • June 6th, 2005 • PortalPlayer, Inc. • Semiconductors & related devices
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated May 31, 2005, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054, fax number: (408) 654-5517, and PORTALPLAYER, INC., a corporation organized and in good standing in the State of California (“Borrower”), whose address is 70 W. Plumeria Drive, San Jose, California 95134, fax number: (408) 855-0841 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank.
Streamline Facility AgreementStreamline Facility Agreement • August 3rd, 2004 • PortalPlayer, Inc.
Reference is made to the Loan and Security Agreement between you (“Borrower”) and us (“Silicon”) dated as of November 10, 2003 (as amended, the “Loan Agreement”). (This letter agreement, the Loan Agreement, and all other written documents and agreements between us are referred to herein collectively as the “Loan Documents”. Capitalized terms used, but not defined, in this Agreement shall have the meanings set forth in the Loan Agreement).
OFFICE LEASEOffice Lease • August 3rd, 2004 • PortalPlayer, Inc. • California
This Lease (this “Lease”) is entered into by and between TOUCHSTONE BUILDING LLC, a Washington limited liability company (“Landlord”), and PORTALPLAYER, INC., a California corporation (“Tenant”).
FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 3rd, 2004 • PortalPlayer, Inc. • California
THIS FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of March , 2003, by and among PortalPlayer, Inc., a California corporation (the “Company”), the undersigned holders of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock together with their qualifying transferees (collectively, the “Preferred Holders”), and each of John Mallard, Sanjeev Kumar, Suresh Bhaskaran, Michael Maia, Jeffrey Grammer and Techfarm II, L.P. (collectively, the “Common Holders”). This Agreement supersedes in all respects the Series D Rights Agreement (as defined below).
AGREEMENT PURSUANT TO RULE 13d-1(k)(1) CONCERNING JOINT SCHEDULE 13G FILINGJoint Filing Agreement • February 14th, 2005 • PortalPlayer, Inc. • Semiconductors & related devices
The undersigned each agree, in connection with their beneficial ownership of common stock of PortalPlayer, Inc., (i) that a Schedule 13G shall be filed jointly by them pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), together with any amendments to the Schedule 13G that from time to time may be required; and (ii) that the Schedule 13G and any such amendments are filed on behalf of each of them. The undersigned acknowledge their respective responsibilities as set forth in Rule 13d-1(k)(1) promulgated under the Exchange Act.
eSilicon Logo] Master ASIC Services Agreement For PortalPlayer Incorporated October 9, 2001Master Asic Services Agreement • August 3rd, 2004 • PortalPlayer, Inc. • California
This Master ASIC Services Agreement (the “Agreement”), dated Oct 22, 2001 (the “Effective Date”), is entered into by and between eSilicon Corporation, a Delaware corporation with offices at 3920 Freedom Circle Santa Clara, California 95054 (“eSilicon”), and Portal Player, a California corporation with offices at 3255 Scott Blvd (“Customer”). eSilicon and Customer are referred to herein individually as a “Party” or “party” and together as the “Parties” or “parties.”
PortalPlayer, Inc.Warrant Agreement • November 7th, 2006 • PortalPlayer, Inc. • Semiconductors & related devices • California
As you know, PortalPlayer, Inc., a Delaware corporation (the “Company”), is presently negotiating an Agreement and Plan of Merger (the “Merger Agreement”) to be entered into by the Company, NVIDIA Corporation, a Delaware corporation (“Parent”), and Partridge Acquisition, Inc., a newly formed wholly-owned subsidiary of Parent (“Merger Sub”). As you also know, you are the holder of that certain Warrant to Purchase Common Stock of the Company, dated November 17, 2004 (the “Warrant”), which is currently exercisable for 41,067 shares of common stock of the Company.
Graphic Omitted]Letter Agreement • August 3rd, 2004 • PortalPlayer, Inc.
You are an employee of PortalPlayer, Inc. (the “Company”). You have entered into an employment agreement with the Company dated as of March 1, 2002 (the “Employment Agreement”). In addition to the compensation the Company has agreed to pay you under the Employment Agreement, the Company is offering you a one-time special bonus (the “Special Bonus”) and an additional option grant (the “Additional Option”) as incentive for you to assume additional responsibilities as an employee of the Company.
AMENDMENT NO. 1 TO LEASELease Amendment • February 22nd, 2006 • PortalPlayer, Inc. • Semiconductors & related devices
This AMENDMENT NO. 1 TO LEASE (this “Amendment”) is entered into as of the below date between TOUCHSTONE BUILDING LLC, a Washington limited liability company (“Landlord”) and PORTALPLAYER, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER among: NVIDIA CORPORATION, a Delaware corporation; PARTRIDGE ACQUISITION, INC., a Delaware corporation; and PORTALPLAYER, INC., a Delaware corporationMerger Agreement • November 7th, 2006 • PortalPlayer, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 6, 2006, by and among NVIDIA CORPORATION, a Delaware corporation (“Parent”), PARTRIDGE ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and PORTALPLAYER, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
