EXHIBIT 10.5 WARRANT AGREEMENTWarrant Agreement • September 29th, 1998 • Diva Systems Corp • New York
1. Location of Premises: 301 College Road East Princeton, NJ 08540 2. Rentable Area of Premises: 22,598 rentable square feet 3. Tenant's Percentage Share: 42.16% (22,598/53,605) 4. Base Project Operating Expenses: Those incurred in the year 1997 5....Lease • September 29th, 1998 • Diva Systems Corp • New Jersey
EXHIBIT 10.8 WARRANT AGREEMENT Dated as of May 15, 1996Warrant Agreement • September 29th, 1998 • Diva Systems Corp • New York
and THE BANK OF NEW YORK, Trustee IndentureDiva Systems Corp • September 29th, 1998 • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is entered into as of June 15, 1995 (the "Effective Date"), by and between DIVA Systems Corporation, a Delaware corporation (the "Company"), and Alan H. Bushell (the...Employment Agreement • September 29th, 1998 • Diva Systems Corp • California
EXHIBIT 10.10 OFFICE LEASE PREAMBLEOffice Lease • September 29th, 1998 • Diva Systems Corp
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered --------- into February 19, 1998, among DIVA SYSTEMS CORPORATION, a Delaware corporation (the "Company") on the one hand, and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, -------...Registration Rights Agreement • September 29th, 1998 • Diva Systems Corp • New York
EXHIBIT 10.3 DIVA SYSTEMS CORPORATION 1995 STOCK PLAN STOCK OPTION AGREEMENT (NO EARLY EXERCISE; CUSTOM VESTING) Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 1. NOTICE OF...Diva Systems Corp • September 29th, 1998 • California
EXHIBIT 10.7 WARRANT REGISTRATION RIGHTS AGREEMENT Dated as of May 15, 1996 By and Among DIVA SYSTEMS CORPORATION, SMITH BARNEY INC.Warrant Registration Rights Agreement • September 29th, 1998 • Diva Systems Corp • New York
EXHIBIT 10.1 DIVA SYSTEMS CORPORATION INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made as of the ____ day of _____________, 1997 by and between DIVA Systems Corporation, a Delaware corporation (the "Corporation"), and the individual...Indemnification Agreement • September 29th, 1998 • Diva Systems Corp • Delaware
EXHIBIT 10.9 DIVA SYSTEMS CORPORATION STOCKHOLDER RIGHTS AGREEMENT AMENDED AND RESTATED AS OF MARCH 26, 1998 TABLE OF CONTENTSRights Agreement • September 29th, 1998 • Diva Systems Corp • Delaware
EXHIBIT 99.3 [FORM OF EXCHANGE AGENT AGREEMENT]Agent Agreement • September 29th, 1998 • Diva Systems Corp • New York
EXHIBIT 4.2 THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL IN CASH OF ALL OF SENIOR INDEBTEDNESS (AS DEFINED BELOW) PURSUANT TO THE TERMS OF THIS SUBORDINATED NOTE AND TO THE EXTENT PROVIDED HEREIN. FORM OF...Diva Systems Corp • September 29th, 1998
