0001193125-06-201949 Sample Contracts

8,264,463 Shares of Common Stock TiVo Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 3rd, 2006 • Tivo Inc • Cable & other pay television services • New York

TiVo Inc., a Delaware corporation (the “Company”), proposes to sell 8,264,463 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”). This agreement (the “Agreement”) is to confirm the agreement concerning the purchase of the Shares from the Company by Citigroup Global Markets Inc. (the “Underwriter”).

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