TiVo Corp Sample Contracts

SECTION 382 RIGHTS AGREEMENT dated as of December 18, 2019 between TIVO CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent
Section 382 Rights Agreement • December 24th, 2019 • TiVo Corp • Patent owners & lessors • Delaware

This SECTION 382 RIGHTS AGREEMENT, dated as of December 18, 2019 (this “Agreement”), is made and entered into by and between TIVO CORPORATION, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).

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TIVO CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT
Executive Severance and Arbitration Agreement • February 27th, 2018 • TiVo Corp • Patent owners & lessors • California

THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of ________________, 2017 by and between TiVo Corporation, a Delaware corporation (the “Company”) and _________________ (“Executive”).

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ROVI CORPORATION, TIVO CORPORATION AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 7, 2016
First Supplemental Indenture • September 8th, 2016 • Titan Technologies Corp • Patent owners & lessors • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of September 7, 2016 (this “Supplemental Indenture”), among ROVI CORPORATION, a Delaware corporation (the “Company”), TIVO CORPORATION, a Delaware corporation (f/k/a Titan Technologies Corporation) (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), to the Indenture, dated as of March 4, 2015 (the “Indenture”), between the Company and the Trustee.

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REFINANCING AMENDMENT NO. 1
Credit Agreement • January 26th, 2017 • TiVo Corp • Patent owners & lessors • New York

This AMENDED AND RESTATED CREDIT AGREEMENT originally dated as of July 2, 2014 and amended and restated as of January 26, 2017, among ROVI SOLUTIONS CORPORATION, a Delaware corporation (“Rovi Solutions”), and ROVI GUIDES, INC., a Delaware corporation (“Rovi Guides”; each of Rovi Solutions and Rovi Guides, a “Borrower” and together, “Borrowers”), TIVO CORPORATION, a Delaware corporation, ROVI CORPORATION, a Delaware corporation, the other GUARANTORS as defined herein, the LENDERS from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, FIFTH THIRD BANK and SUNTRUST ROBINSON HUMPHREY, INC., as joint bookrunners and lead arrangers (in such capacity, “Arrangers”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.

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TIVO CORPORATION AMENDED AND RESTATED EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT
Executive Severance and Arbitration Agreement • January 2nd, 2019 • TiVo Corp • Patent owners & lessors • California

THIS AMENDED AND RESTATED EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of December 27, 2018 by and between TiVo Corporation, a Delaware corporation (the “Company”), and Raghavendra Rau (“Executive”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Executive’s amended offer letter agreement with the Company dated December 27, 2018 (the “Amended Offer Letter”).

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TIVO SOLUTIONS INC., TIVO CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 7, 2016 2% Convertible Senior Notes due 2021
First Supplemental Indenture • September 8th, 2016 • Titan Technologies Corp • Patent owners & lessors • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of September 7, 2016 (this “Supplemental Indenture”), among TIVO SOLUTIONS INC., a Delaware corporation (f/k/a TiVo Inc.) (the “Company”), TIVO CORPORATION, a Delaware corporation (f/k/a Titan Technologies Corporation) (“Parent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), to the Indenture, dated as of September 22, 2014 (the “Indenture”), between the Company and the Trustee.

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As you know, Rovi Corporation (“Rovi”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TiVo Inc. (“TiVo”), and upon consummation of the transactions under the Merger Agreement both Rovi and TiVo will become wholly owned...
Executive Severance and Arbitration Agreement • November 3rd, 2016 • TiVo Corp • Patent owners & lessors

This closing of the Merger constitutes a “Change in Control” within the definitions of the Executive Severance and Arbitration Agreement between you and Rovi dated as of March 1, 2014 (the “ESAA”). As a result of this Change of Control, Rovi and Parent have determined that your employment with Rovi will be terminated at the end of the day on December 30, 2016. Because the termination of your employment falls within the timeframe specified in the ESAA that triggers your right to all Change of Control termination benefits as set forth within the ESAA, Rovi and Parent agree that you shall receive those benefits, including those in paragraph 3 of the ESAA, entitled, “Equity Compensation; Change of Control” upon the last day of your employment with Rovi.

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ABL CREDIT AND GUARANTY AGREEMENT dated as of November 22, 2019 among TIVO CORPORATION as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS, MORGAN STANLEY SENIOR FUNDING, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Abl Credit and Guaranty Agreement • November 26th, 2019 • TiVo Corp • Patent owners & lessors • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of November 22, 2019, is entered into by and among TIVO CORPORATION, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders and Issuing Banks party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as the Collateral Agent (together with its permitted successor in such capacity, the “Collateral Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) as a Co-Collateral Agent.

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TIVO CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT
Executive Severance and Arbitration Agreement • May 30th, 2019 • TiVo Corp • Patent owners & lessors • California

THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of May 31, 2019 by and between TiVo Corporation, a Delaware corporation (the “Company”) and Dave Shull (“Executive”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Executive’s offer letter agreement with the Company (the “Offer Letter”).

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TIVO CORPORATION, TIVO SOLUTIONS INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 1, 2020 2% Convertible Senior Notes due 2021
Second Supplemental Indenture • June 1st, 2020 • TiVo Corp • Patent owners & lessors • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 2020 (this “Supplemental Indenture”), among TIVO CORPORATION, a Delaware corporation (the “Company”), TIVO SOLUTIONS INC., a Delaware corporation (“Old TiVo”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), to the Indenture, dated as of September 22, 2014 (as supplemented by the First Supplemental Indenture, dated as of September 7, 2016, the “Indenture”), between the Company and the Trustee.

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December 27, 2018 Dear Raghu:
Employment Agreement • January 2nd, 2019 • TiVo Corp • Patent owners & lessors

As you know, you are currently serving as interim President and Chief Executive Officer (“Interim CEO”) at TiVo Corporation (“TiVo” or the “Company”), pursuant to the terms of an offer letter from the Company dated July 23, 2018 (the “Original Offer Letter”). The Company’s Board of Directors (the “Board”) has approved the amended terms and conditions of your employment as Interim CEO set forth below in this letter agreement (this “Amended Agreement”) and in the attached Amended and Restated Executive Severance and Arbitration Agreement (the “Amended Severance Agreement”), both of which together shall supersede and replace the Original Offer Letter and the severance agreement attached thereto, in their entirety.

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May 24, 2019 Dear Dave:
Employment Agreement • May 30th, 2019 • TiVo Corp • Patent owners & lessors

We are pleased to present this offer for the position of President and Chief Executive Officer (“CEO”) at TiVo Corporation (“TiVo” or the “Company”), reporting to the Board of Directors (the “Board”), pursuant to the terms of this letter agreement (this “Agreement”) and the Executive Severance and Arbitration Agreement entered into by the Company and you (the “Severance Agreement”). In the event of a conflict between any of the terms of this Agreement and any of the terms of (1) any of the agreements related to any equity awards granted to you, the terms of this Agreement shall prevail, and (2) the Severance Agreement, the terms of the Severance Agreement shall prevail. You will also be appointed to the Company’s Board, with service to commence at your commencement of employment as CEO of TiVo, and, during the period of your employment as the CEO of TiVo, you shall be re-nominated to serve on the Board each time that your appointment to the Board expires. Your start date as CEO will be

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November 5, 2017 Dear Enrique:
Employment Agreement • November 13th, 2017 • TiVo Corp • Patent owners & lessors

We are pleased to present this offer for the position of President and Chief Executive Officer (“CEO”) at TiVo Corporation (“TiVo” or the “Company”), reporting to the Board of Directors (the “Board”), pursuant to the terms of this letter agreement (this “Agreement”) and the Executive Severance and Arbitration Agreement entered into by the Company and you (the “Severance Agreement”). In the event of a conflict between any of the terms of this Agreement and any of the terms of (1) any of the agreements related to any equity awards granted to you, the terms of this Agreement shall prevail, and (2) the Severance Agreement, the terms of the Severance Agreement shall prevail. You will also be appointed to the Board, with service to commence at your commencement of employment as CEO of TiVo, and, during the period of your employment as the CEO of TiVo, you shall be re-nominated to serve on the Board each time that your appointment to the Board expires. Your start date as CEO will be on or abo

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CREDIT AND GUARANTY AGREEMENT dated as of November 22, 2019 among TIVO CORPORATION as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, VARIOUS LENDERS, HPS INVESTMENT PARTNERS, LLC, as Administrative Agent and Collateral Agent $715,000,000...
Credit and Guaranty Agreement • November 26th, 2019 • TiVo Corp • Patent owners & lessors • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of November 22, 2019, is entered into by and among TIVO CORPORATION, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, and HPS INVESTMENT PARTNERS, LLC (“HPSIP”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as the Collateral Agent (together with its permitted successor in such capacity, the “Collateral Agent”).

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TIVO CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT
Executive Severance and Arbitration Agreement • November 13th, 2017 • TiVo Corp • Patent owners & lessors • California

THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of November 5, 2017 by and between TiVo Corporation, a Delaware corporation (the “Company”) and Enrique Rodriguez (“Executive”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Executive’s offer letter agreement with the Company (the “Offer Letter”).

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May 24, 2019 Dear Raghu:
Letter Agreement • May 30th, 2019 • TiVo Corp • Patent owners & lessors

As you know, you are currently serving as interim President and Chief Executive Officer (“Interim CEO”) at TiVo Corporation (“TiVo” or the “Company”), pursuant to the terms of an amended and restated offer letter from the Company dated December 27, 2018 (the “Offer Letter”) and the Amended and Restated Executive Severance and Arbitration Agreement dated the same date attached thereto (the “Severance Agreement”). In connection with the appointment of a new President and Chief Executive Officer, your employment with the Company will end as of May 31, 2019. Thereafter, starting June 1, 2019, you will assume revised duties for the Company and its Board of Directors (the “Board”). Specifically, the Board has approved your new position as Vice Chairperson of the Board and the compensation arrangements related thereto set forth below in this letter agreement (this “Letter Agreement”). As Vice Chairperson of the Board, you will not serve on any Board committees. This Letter Agreement supersede

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