l Shares DOLBY LABORATORIES, INC. CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2004 • Dolby Laboratories, Inc. • Radio & tv broadcasting & communications equipment • New York
Dolby Laboratories, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and the stockholders of the Company (the “Selling Stockholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of l shares of the Class A Common Stock (par value $0.001 per share) of the Company (the “Firm Shares”), of which l shares are to be issued and sold by the Company and l shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.
LICENSE AGREEMENTLicense Agreement • December 30th, 2004 • Dolby Laboratories, Inc. • Radio & tv broadcasting & communications equipment • New York
THIS AGREEMENT, made, entered into, and effective as of January 1, 1992, by and between GTE LABORATORIES INCORPORATED, a Delaware corporation, having a place of business at 40 Sylvan Road, Waltham, Massachusetts 02254, (hereinafter referred to as “GTEL”), and DOLBY LABORATORIES LICENSING CORPORATION, a New York corporation, having a place of business at 100 Potrero Avenue, San Francisco, California 94103-4813 (hereinafter referred to as “LICENSEE”).
DOLBY LABORATORIES, INC.Stock Option Agreement • December 30th, 2004 • Dolby Laboratories, Inc. • Radio & tv broadcasting & communications equipment • California
Unless otherwise defined herein, the terms defined in the Dolby Laboratories, Inc. 2005 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • December 30th, 2004 • Dolby Laboratories, Inc. • Radio & tv broadcasting & communications equipment • California
This Asset Contribution Agreement (this “Agreement”) is entered into as of November 19, 2004 by and between, on the one hand, Dolby Laboratories, Inc., a Delaware corporation (“DLI”) and Dolby Laboratories Licensing Corporation, a New York corporation (“DLLC”), and on the other hand, Ray M. Dolby individually (“RMD”), Ray M. Dolby as Trustee for the Ray Dolby Trust under the Dolby Family Trust instrument dated May 7, 1999 (“RDT”) and Ray and Dagmar Dolby Investments L.P., a California limited partnership (“RDDILP”). DLI, DLLC, and all other wholly-owned, direct or indirect, subsidiaries of DLI are referred to in this Agreement collectively as the “Company Entities” and each individually as a “Company Entity.” RMD, RDT and RDDILP are referred to in this Agreement collectively as the “Ray Dolby Entities” and each individually as a “Ray Dolby Entity.” The Company Entities and Ray Dolby Entities are referred to in this Agreement collectively as the “Parties” and each individually as a “Par
