TESSERA TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 4th, 2003 • Tessera Technologies Inc • Delaware
This Indemnification Agreement (the “Agreement”) is made as of , 200 by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
Tessera, Inc. Consulting AgreementConsulting Agreement • September 4th, 2003 • Tessera Technologies Inc
TESSERA, INC. (hereinafter “Tessera” or the “Company”), a Delaware corporation, having a principal place of business at 3099 Orchard Drive, San Jose, California 95134, wishes to obtain your services as an independent consultant/contractor (hereinafter “Consultant”, “you” or “your”) on projects agreed upon by you or to be assigned by the Company (hereinafter the “Projects”), and you as an independent Consultant desire to offer your services to the Company and accept the assignment to complete such Projects. This letter shall constitute an agreement (the “Agreement”) between you and the Company, and contains all the terms and conditions relating to the services that you provide.
Tessera, Inc. Consulting AgreementConsulting Agreement • September 4th, 2003 • Tessera Technologies Inc • California
TESSERA, INC. WARRANT SERIES E 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK 10,000 SHARES AT $5.00 PER SHARETessera Technologies Inc • September 4th, 2003 • California
THIS CERTIFIES THAT, for value received, Transamerica Business Credit Corporation, or registered assigns (“Holder”), is entitled to subscribe for and purchase 10,000 shares of the Series E 10% Cumulative Convertible Preferred Stock (as adjusted pursuant to the provisions hereof, the “Shares”) of Tessera, Inc., a Delaware corporation (the “Company”), for $5.00 per share (such price and such other price as may result, from time to time, from adjustments specified herein is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “New Preferred” shall mean the Series E 10% Cumulative Convertible Preferred Stock of the Company, and any stock into or for which such New Preferred may hereafter be converted or exchanged pursuant to the Restated Certificate of Incorporation of the Company as from time to time amended as provided by law and in such certificate (the “Certificate of Incorporation”).
WARRANT TO PURCHASE SHARES OF SERIES C 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK Expires May 5, 2009Tessera Technologies Inc • September 4th, 2003 • Illinois
THIS CERTIFIES THAT, for value received, LINC Capital. Inc., or registered assigns (“Holder”), is entitled to subscribe for and purchase Thirty Two Thousand Three Hundred and Eighty Three (32,383) shares (as adjusted pursuant to provisions hereof, the “Shares”) of the fully paid and nonassessable Series C 10% Cumulative Convertible Preferred Stock of Tessera, Inc., a Delaware corporation (the “Company”), at a price per share of $5.00 (such price and such other price as shall result, from time to time, from adjustments specified herein is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean the Company’s presently authorized Series C 10% Cumulative Convertible Preferred Stock, and any stock into or for which such Series C 10% Cumulative Convertible Preferred Stock may hereafter be converted or exchanged pursuant to the Restated Certificate of Incorporation of t
Second Amendment to TCC LICENSE AGREEMENTTCC License Agreement • September 4th, 2003 • Tessera Technologies Inc
This Second Amendment to the TCC License Agreement (“Second Amendment”) is entered into as of June 1, 2001, (“Second Amendment Effective Date”) between Tessera, Inc., a corporation organized under the laws of Delaware (“Tessera”) and Samsung Electronics Co., a corporation organized under the laws of Korea (hereinafter “Licensee”) and amends the TCC License Agreement (“Agreement”) entered into by and between the parties having an Effective Date of May 17, 1997, as amended by a First Addendum dated November 4, 1998.
AGREEMENT TO EXERCISE OPTION TO RENEWAgreement • September 4th, 2003 • Tessera Technologies Inc
A copy of the most current Consumer Price Index - All Urban Consumer, dated June 5, 2000 is attached hereto and made a part hereof as Exhibit A and shows the Initial Index of 151.5 (April, 1995) and the First Option Index of 178.6 (April, 2000).
Tessera Technologies, Inc. 3099 Orchard Drive San Jose, CA 95134 Phone: (408) 894-0700 Fax: (408) 894-0768Tessera Technologies Inc • September 4th, 2003
Re: Letter Amendment, dated September 23, 2002, to TCC Master License Agreement, dated July 7, 1994, between Hitachi, Ltd., and Tessera, Inc. (the “TCC License”)
Tessera Technologies, Inc. 3099 Orchard Drive San Jose, CA 95134 Phone 408.894.0700 Fax 408.894.0788Tessera Technologies Inc • September 4th, 2003
Tessera’s Board of Directors approved an extension to your consulting agreement on August 15, 2001. This revision extends your consulting term to the end of 2002, and includes an incremental option grant of 82,000 shares, vesting from August 1, 2001 through November 30, 2002.
Tessera Technologies, Inc. 3099 Orchard Drive San Jose, CA 95134 Phone 408.894.0700 Fax 408.894.0788Tessera Technologies Inc • September 4th, 2003
The purpose of this letter is to extend the term of the Agreement between you and the Company to December 31, 2003 effective on the date of this letter.
TESSERA TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2003 • Tessera Technologies Inc • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of the January 31, 2003, by and among Tessera Technologies, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on Exhibit A hereto (individually, a “Holder” and collectively, the “Holders” and, together with the Company, the “Parties” and each a “Party”).
First Amendment to Limited TCCtm License AgreementLimited TCCTM License Agreement • September 4th, 2003 • Tessera Technologies Inc
This First Amendment to the Limited License Agreement (“First Amendment”) is entered into as of October 1, 2000, (“First Amendment Effective Date”) between Tessera, Inc., a corporation organized under the laws of Delaware (“Tessera”) and Intel Corporation, a corporation organized under the laws of Delaware (hereinafter “Licensee”) and amends the Limited TCC License Agreement (“License Agreement”) entered into by and between the parties having an Effective Date of October 22, 1996.
ContractRights Agreement • September 4th, 2003 • Tessera Technologies Inc • New York
NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.
