exv10w34






Exhibit 10.34



NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT SOLD, TRANSFERRED OR
ASSIGNED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING
THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.




TRIDENT MICROSYSTEMS, INC.




Series [A/B/C] Warrant To Purchase Common Stock




Warrant No.:
                            

Number of Shares of Common Stock: 1,000,000

Date of Issuance: May 14, 2009 (“Issuance Date”)




     Trident Microsystems, Inc., a corporation organized under the laws of the State of Delaware
(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Micronas Semiconductor Holding AG, the registered
holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon
surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock
issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or
after           1 (the “Initial Exercise Date”) and on or prior to 5:30 p.m. New York time on
the fifth anniversary of the Issuance Date (the “Expiration Date”) but not thereafter, one million
(1,000,000) fully paid and nonassessable shares of Common Stock (the “Warrant Shares”).



     This Warrant is one of the Warrants to purchase Common Stock issued pursuant to Section 3.1 of
that certain Purchase Agreement, dated as of March 31, 2009 by and between Trident Microsystems
(Far East) Ltd., a direct or indirect wholly-owned subsidiary of the Company, and Micronas
Semiconductor Holding AG (the “Seller”) referred to herein (the “Purchase Agreement”). The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as
defined below.





 




			
	1	 	As to the Series A, May 14, 2011; As to the Series B,
May 14, 2012; As to the Series C, May 14, 2013.




 









 










     1. Definitions.  As used herein, the following terms shall have the following
respective meanings:



          (a) “Business Day” means any day except Saturday, Sunday or other day on which commercial
banks in New York, New York are authorized to close by law.



          (b) The “Exercise Period” shall mean the period commencing on the Initial Exercise Date and
ending on the Expiration Date, unless sooner terminated as provided below.



          (c) “Exercise Price” shall mean $          2 per Exercise Share, such Exercise Price to
be adjusted from time to time as provided herein.



     2. Term. Subject to the provisions of Section 2 hereof, this Warrant is exercisable,
in whole or in part, at any time and from time to time from and after the Initial Exercise Date as
and prior to 5 p.m. New York time on the Expiration Date. If not exercised by the Expiration Date,
this Warrant shall expire.



     3. Method of Exercise; Payment; Issuance of New Warrant. The rights represented by
this Warrant may be exercised in whole or in part at any time, or from time to time, during the
Exercise Period, or if such day is not a Business Day, then on the next succeeding day that should
be Business Day, by delivery of the following to the Company at its address set forth above (or at
such other address as it may designate by notice in writing to the Holder), the surrender of this
Warrant (with a notice of exercise in the form attached as Exhibit A) at the principal
office of the Company and by the payment to the Company, either (i) by check or wire transfer of an
amount equal to the then applicable Exercise Price per share multiplied by the number of Shares
then being purchased (the “Aggregate Exercise Price”), (ii) the surrender to the Company of
securities of the Company having a market value equal to the Aggregate Exercise Price (or a portion
thereof in the case of a partial exercise) of the Shares being purchased upon such exercise, or
(iii) this Warrant (or a portion thereof in the case of a partial exercise) without the payment of
the Aggregate Exercise Price as provided in clause (i) or (ii) above, together with a statement to
the effect that Holder elects to receive the number of Shares receivable upon such exercise less
the number of Shares having a market value equal to the Aggregate Exercise Price. The person or
persons in whose name(s) any certificate(s) representing shares of Common Stock shall be issuable
upon exercise of this Warrant shall be deemed to have become the Holder(s) of record of, and shall
be treated for all purposes as the record Holder(s) of the shares represented thereby (and such
shares shall be deemed to have been issued) immediately prior to the close of business on the date
or dates upon which this Warrant is exercised. In the event of any exercise of this Warrant,
certificates for the shares of stock so purchased shall be delivered to the Holder hereof as soon
as possible and in any event within thirty (30) days of receipt of such notice and, unless this
Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares,
if any, with respect to which this Warrant shall not then have been exercised shall also be issued
to the Holder hereof as soon as possible and in any event within such thirty-day period.





 




			
	2	 	As to the Series A, $4.00 per share; As to the Series
B, $4.25 per share, As to the Series C, $4.50 per share.




-2-









 










     4. Securities Fully Paid; Reservation of Shares. All shares of Common Stock that may
be issued upon the exercise of the rights represented by this Warrant, upon issuance, will be fully
paid and nonassessable, and free from all taxes, liens and charges with respect to the issue
thereof. During the period within which the rights represented by the Warrant may be exercised,
the Company will at all times have authorized and reserved for the purpose of issuance upon
exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its
Common Stock to provide for the exercise of the right represented by this Warrant.



     5. Adjustment of Exercise Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of the Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:



          5.1 Reclassification or Merger. In case of any reclassification, change or conversion
of securities in the class issuable upon exercise of this Warrant (other than a change in par
value, or from par value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or in case of any merger of the Company with or into another
corporation (other than a merger with another corporation in which the Company is a continuing
corporation and which does not result in any reclassification or change of outstanding securities
issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the
assets of the Company, unless this Warrant shall have been exercised or terminated in accordance
with its terms, the Holder of this Warrant shall have the right to exercise this Warrant and upon
such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise
of this Warrant, the kind and amount of shares of stock, other securities, money and property
receivable upon such reclassification, change or merger by a Holder of one share of Common Stock.
The provisions of this subparagraph shall similarly apply to successive reclassifications, changes,
mergers and transfers.



          5.2 Subdivisions or Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the Exercise
Price and the number of Shares issuable upon exercise hereof shall be proportionately adjusted (in
the case of a subdivision, the Exercise Price shall be proportionately decreased and the number of
Shares issuable upon exercise shall be proportionately increased; and in the case of a combination,
the Exercise Price shall be proportionately increased and the number of Shares issuable upon
exercise proportionately decreased).



          5.3 Stock Dividends. If the Company at any time while this Warrant is outstanding and
unexpired shall pay a dividend payable in shares of Common Stock (except any distribution
specifically provided for in the foregoing subparagraphs 5.1 and 5.2), then the Exercise Price
shall be adjusted, from and after the date of determination of stockholders entitled to receive
such dividend or distribution, to that price determined by multiplying the Exercise Price in effect
immediately prior to such date of determination by a fraction (a) the numerator of which shall be
the total number of shares of Common Stock outstanding immediately prior to such dividend or
distribution, and (b) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution and the number of Shares subject to
this Warrant shall be proportionately increased.



-3-









 





     6. Compliance with Securities Laws.



          6.1 Acquisition of Warrant for Personal Account. The Holder represents and warrants
that it is acquiring the Warrant and the Warrant Shares solely for its account for investment and
not with a view to or for sale or distribution of said Warrant or Warrant Shares or any part
thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant
and Warrant Shares the Holder is acquiring is being acquired for its account only.



          6.2 Securities Are Not Registered.



               (a) The Holder understands that the Warrant and the Warrant Shares have not been registered
under the Securities Act of 1933, as amended (the “Act”) and acknowledges that this Warrant and
the Warrant Shares to be issued upon exercise hereof or conversion thereof are being acquired
solely for the Holder’s own account and not as a nominee for any other party and for investment,
and that the Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares
to be issued upon exercise hereof or conversion thereof except under circumstances that will not
result in a violation of the Securities Act or any applicable state securities laws. The Holder
realizes that the basis for the exemption may not be present if, notwithstanding its
representations, the Holder has a present intention of acquiring the securities for a fixed or
determinable period in the future, selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the securities. The Holder has no such
present intention.



               (b) The Holder recognizes that the Warrant and the Warrant Shares must be held indefinitely
unless they are subsequently registered under the Act or an exemption from such registration is
available. The Holder has certain registration rights covering the Warrant Shares as is set forth
in the Stockholder’s Agreement between the Company and the Seller (the “Stockholder Agreement”).
The Company’s obligations to register the Warrant Shares under the Act, or to file a registration
statement with the Securities and Exchange Commission, are only as set forth in such Stockholder
Agreement and nothing set forth herein shall amend or supersede the rights and obligations of the
parties under such Stockholder Agreement.



               (c) The Holder is aware that neither the Warrant nor the Warrant Shares may be sold pursuant
to Rule 144 adopted under the Act unless certain conditions are met, including, among other things,
the existence of a public market for the shares of the Company’s Common Stock, the availability of
certain current public information about the Company, the resale following the required holding
period under Rule 144 and the number of shares being sold during any three month period not
exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule
144 have not at the date hereof been satisfied.



          6.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable
upon exercise of this Warrant may not be transferred or assigned in whole or in part without
compliance with applicable federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation letters and legal
opinions reasonably satisfactory to the Company, other than in the case of sales made



-4-









 







pursuant to the provisions of Rule 144, for which no opinion of counsel shall be required).
The Holder further agrees not to make any disposition of all or any part of the Warrant or Warrant
Shares in any event unless and until:



                    (i) The Company shall have received a letter secured by the Holder from the Securities and
Exchange Commission stating that no action will be recommended to the Commission with respect to
the proposed disposition;



                    (ii) There is then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with said registration statement; or



                    (iii) The Holder shall have notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the circumstances surrounding the proposed
disposition, and if reasonably requested by the Company, the Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the
effect that such disposition will not require registration under the Act or any applicable state
securities laws; provided, however, that the provisions of this paragraph 6.3(iii) shall not apply
to any sales pursuant to Rule 144.



          6.4 Accredited Investor Status. The Holder is an “accredited investor” as defined in
Regulation D promulgated under the Act.



          6.5 Legend. Upon issuance, the Shares shall be imprinted with a legend in
substantially the following form:




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS
NOT REQUIRED.


together with any legend required under applicable State securities laws.




          6.6 “Market Stand-Off” Agreement. Holder hereby agrees that in connection with any
underwritten public offering by the Company, during the period of duration (not to exceed 90 days)
specified by the Company and an underwriter of common stock of the Company following the effective
date of the registration statement of the Company filed under the Securities Act with respect to
such offering, it shall not, to the extent requested by the Company and such underwriter, directly
or indirectly sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase, pledge or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any securities of the Company held by it at any time during
such period except common stock included in such registration.



     7. Transfer. This Warrant and the Warrant Shares issuable upon exercise of this
Warrant may only be offered for sale, sold, transferred or assigned, subject to applicable law and



-5-









 







in compliance with the provisions of Section 6 above, pursuant to the terms and conditions of,
and the ability of Holder to transfer any of its right, title and interest in and to this Warrant
and the Warrant Shares is subject to and limited by, the terms and conditions of the Stockholder
Agreement. Such sale, transfer or assignment may only be made with the consent of the Company, or
as otherwise permitted under the terms of the Stockholder Agreement.



     8. Fractional Shares. No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares the Company shall
make a cash payment therefor upon the basis of the Exercise Price then in effect.



     9. No Stockholder Rights. No Holder of the Warrant, as such, shall be entitled to
vote or receive dividends or be deemed the Holder of Common Stock or any other securities of the
Company which may at any time be issuable on the exercise thereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder of this Warrant, as such, any of
the rights of a stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings,
or to receive dividends or subscription rights or otherwise until this Warrant shall have been
exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as
provided herein.



     10. Modification and Waiver. Any term of this Warrant may be amended or waived only
with the written consent of both the Company and the Holder. No failure or delay by either party
in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.



     11. Notices. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when
sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not,
then on the next Business Day, (c) five days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent to the Company at the address listed above and to Holder at the
address listed above, or at such other address as the Company or Holder may designate by ten days
advance written notice to the other parties hereto.



     12. Lost Warrants or Stock Certificates. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant or any
stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an
indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver
a new Warrant or stock certificate, or like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.



     13. Governing Law. This Warrant shall be governed by and construed and enforced in
accordance with, and all questions concerning the construction, validity,



-6-









 







interpretation and performance of this Warrant shall be governed by, the internal laws of the
State of Delaware, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdictions) that would cause the application of
the laws of any jurisdictions other than the State of Delaware.



     14. Severability. If any provision of this Agreement is prohibited by law or
otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the
provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to
apply to the broadest extent that it would be valid and enforceable, and the invalidity or
unenforceability of such provision shall not affect the validity of the remaining provisions of
this Warrant so long as this Warrant as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature,
invalidity or unenforceability of the provision(s) in question does not substantially impair the
respective expectations or reciprocal obligations of the parties or the practical realization of
the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid
provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or
unenforceable provision(s).



     15. Acceptance. Receipt of this Warrant by the Holder shall
constitute acceptance of and agreement to all of the terms and conditions contained herein.



[Signature Page Follows]




-7-









 








     IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly
executed as of the Issuance Date set out above.



	 	 	 	 	 
	 	TRIDENT MICROSYSTEMS, INC.

 	 
	 	By:  	/s/ SYLVIA SUMMERS COUDER
 	 
	 	 	Name:  	Sylvia Summers Couder 	 
	 	 	Title:  	Chief Executive Officer and President 	 



 









 






EXHIBIT A




NOTICE OF EXERCISE




TO: TRIDENT MICROSYSTEMS, INC.



The undersigned holder hereby exercises the right to purchase
                                         of the shares of
Common Stock (“Warrant Shares”) of Trident Microsystems, Inc., a corporation organized under the
laws of Delaware (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.





     1. Form of Exercise. The Holder intends that payment of the Exercise Price shall be made as
follows:




	 	                    	 	a “Cash Exercise” with respect to                                          Warrant
Shares, pursuant to which payment of the Exercise Price is
included herewith by check or wire transfer in an amount
equal to the Aggregate Exercise Price (or a portion thereof
in the case of a partial exercise) of the Shares being
purchased upon such exercise; and/or
	 
	 	                    	 	an exercise with respect to                                          Warrant Shares,
pursuant to which the Exercise Price is paid by surrender to
the Company of securities of the Company having a market
value equal to the Aggregate Exercise Price (or a portion
thereof in the case of a partial exercise) of the Shares
being purchased upon such exercise; and/or
	 
	 	                    	 	a “Cashless Exercise” with respect to                                          Warrant
Shares, pursuant to which this Warrant (or a portion thereof
in the case of a partial exercise) is surrendered, without
the payment of the Aggregate Exercise Price, together with a
statement to the effect that Holder elects to receive the
number of Shares receivable upon such exercise less the
number of Shares having a market value equal to the Aggregate
Exercise Price.





     2. Certificates. A certificate or certificates representing the Shares to be issued upon
exercise of the Warrant pursuant to the election above shall be issued in the name of the Holder.



     3. New Warrant. A new Warrant for the unexercised portion of the attached Warrant shall be
issued in the name of the Holder.



 









 





	 	 
	[SIGNATURE OF HOLDER]	 
	 
	 
	Name of Investing Entity:
  
	 
	Signature of Authorized Signatory of Investing
Entity: 
  
	 
	Name of Authorized Signatory: 
  
	 
	Title of Authorized Signatory: 
  
	 
	Date:
  
	 









	NOTICE:	 	The signature to this Notice of Exercise must correspond with the name as written
upon the face of the within Warrant in every particular, without alteration or any
change whatever.




 









 











ASSIGNMENT FORM




(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)





     FOR VALUE RECEIVED, [          ] all of or [               ] shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to


                                                                    
                                                     whose address is


                                                                              
                                                                             
     .




                                                                              
                                                                                  




Dated:                                         ,                     




	 	 	 	 	 	 	 
	 

	 	Holder’s Signature:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Holder’s Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 





Signature
Guaranteed:
 




NOTE: The signature to this Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or any change whatsoever.