0001193125-10-073317 Sample Contracts

FOURTH AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 31st, 2010 • Tivo Inc • Cable & other pay television services

This Fourth Amendment to Rights Agreement (the “Fourth Amendment”) is dated as of March 23, 2010, between TiVo Inc., a Delaware corporation (the “Company”), and Wells Fargo Shareowner Services (the “Rights Agent”), and amends the Rights Agreement, dated as of January 16, 2001, between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement, dated as of February 20, 2001, the Second Amendment to Rights Agreement, dated as of April 12, 2006 and the Third Amendment to Rights Agreement, dated as of January 26, 2010 (as amended, the “Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement. All section and exhibit references are to sections and exhibits of the Rights Agreement.

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THIRD AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 31st, 2010 • Tivo Inc • Cable & other pay television services

This THIRD AMENDMENT TO LEASE AGREEMENT (“Amendment”), is entered into as of the 17th day of February, 2010, by and between BIXBY TECHNOLOGY CENTER, LLC, a Delaware limited liability company (“Landlord”), and TIVO INC., a Delaware corporation (“Tenant”), with reference to the facts set forth in the Recitals below.

THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 31st, 2010 • Tivo Inc • Cable & other pay television services

This Third Amendment to Rights Agreement (the “Third Amendment”) is dated as of January 26, 2010, between TiVo Inc., a Delaware corporation (the “Company”), and Wells Fargo Shareowner Services (the “Rights Agent”), and amends the Rights Agreement, dated as of January 16, 2001, between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement, dated as of February 20, 2001, and the Second Amendment to Rights Agreement, dated as of April 12, 2006 (as amended, the “Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement. All section and exhibit references are to sections and exhibits of the Rights Agreement.

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