PortalPlayer, Inc. Watch

from S-1/A 3 pages PortalPlayer Common Stock Incorporated Under the Laws of the State of Delaware Common Stock P This Certificate Is Transferable in New York, N.Y. Cusip 736187 20 4 See Reverse for Certain Definitions This Certifies That Is the Record Holder of Fully Paid and Non-Assessable Shares of Common Stock, $0.0001 Par Value Per Share, of Signature President and Chief Executive Officer Signature Secretary Countersigned and Registered: The Bank of New York Transfer Agent and Registrar by Authorized Signature Ten Com – As Tenants in Common Ten Ent – As Tenants by the Entireties Jt Ten – As Joint Tenants With Right of Unif Gift Min Act– Unif Trf Min Act – Please Insert Social Security or Other Identifying Number of Assignee Please Print or Typewrite Name and Address, Including Postal Zip Code, of Assignee Dated Notice: The Signature(s) to This Assignment Must Correspond With the Name(s) as Written Upon the Face of the Certificate in Every Particular Without Alteration or Enlargement or Any Change Whatever

from S-1 46 pages Fifth Amended and Restated Investor Rights Agreement PortalPlayer, Inc. Fifth Amended and Restated Investor Rights Agreement