REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2003 • Tivo Inc • Cable & other pay television services • New York
This Registration Rights Agreement (this “Agreement”) is dated as of January 24, 2003, by and between TiVo Inc., a Delaware corporation (the “Company”), and the holders of the Company’s 7% Convertible Senior Notes due 2006 which have been converted pursuant to the Conversion Price Reduction (as defined below) and which have not been sold or transferred pursuant to a registration statement (the “Notes”) signatory hereto (each, a “Noteholder,” and collectively, the “Noteholders”). The Company agrees with the Noteholders, for the benefit of the holders from time to time (including the Noteholders) of the additional shares (the “Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”), that were issued upon conversion of the Notes as a result of the temporary reduction in the conversion price of the Notes to $3.70 per share during the period beginning on December 30, 2002 and ending on January 24, 2003, pursuant to the second paragraph of Section 15.5(i) of
