PORTALPLAYER, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 3rd, 2004 • PortalPlayer, Inc. • 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”).
Graphic Omitted] LEASE AGREEMENTLease Agreement • August 3rd, 2004 • PortalPlayer, Inc.
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.
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.)
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 AGREEMENTRights 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).
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.”
Graphic Omitted]PortalPlayer, Inc. • August 3rd, 2004
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.
