0001012870-03-002231 Sample Contracts

AMENDMENT AND NOVATION AGREEMENT
Amendment and Novation Agreement • May 1st, 2003 • Tivo Inc • Cable & other pay television services

WHEREAS, on April 2, 2001, Maxtor Corporation, (“Maxtor”), a Delaware corporation, acquired the Hard Disk Drive (“HDD”) business of Quantum, and as a consequence thereof, Maxtor and TiVo wish to enter into an amendment and a novation of the HDD Agreement, to be effective as of the Effective Date set forth below so that Maxtor is entitled to all rights, must perform all obligations and be bound by the terms of the HDD Agreement, and

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Second Amendment to the Hard Disk Drive Supply Agreement
Tivo Inc • May 1st, 2003 • Cable & other pay television services

This AMENDMENT to the Hard Disk Supply Agreement dated November 6, 1998 is entered into and made effective as of May 1, 2000 (the “Effective Date”) by and between Quantum Corporation (“Quantum”), a Delaware corporation having a place of business at 500 McCarthy Boulevard, Milpitas, CA 95052-8062 and TiVo, Inc. (“TiVo”), a Delaware corporation having an office at 2160 Gold Street, Alviso, CA 95002 (each of Quantum and TiVo, a “Party”; together, the “Parties”).

Form of Change of Control Severance Agreement] [TiVo Letterhead] [Date]
Tivo Inc • May 1st, 2003 • Cable & other pay television services • California

TiVo, Inc. (the “Corporation”) considers it essential to the best interests of its shareholders to foster the continuous employment of the Corporation’s key management personnel. In this regard, the Corporation’s Board of Directors (the “Board”) recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Corporation may exist and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Corporation and its shareholders.

FIRST AMENDMENT TO VENDOR AGREEMENT
Vendor Agreement • May 1st, 2003 • Tivo Inc • Cable & other pay television services

This FIRST AMENDMENT TO THE VENDOR AGREEMENT (this “First Amendment”) is effective as of February 1, 2003 (the “First Amendment Effective Date”) by and between BEST BUY PURCHASING LLC and TIVO INC.

FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT
Development Agreement • May 1st, 2003 • Tivo Inc • Cable & other pay television services

This FOURTH AMENDMENT TO THE DEVELOPMENT AGREEMENT (this “Fourth Amendment”) is made and entered into as of April 17, 2003 (the “Fourth Amendment Effective Date”) by and between DIRECTV, INC., a California corporation (“DIRECTV”), and TIVO INC., a Delaware corporation (“TiVo”) (collectively, the “Parties”).

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