0001193125-06-080457 Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • April 14th, 2006 • Tivo Inc • Cable & other pay television services

SECOND AMENDMENT, dated as of April 12, 2006 (the “Second Amendment”), to the Rights Agreement, dated as of January 16, 2001 (the “Rights Agreement”), between TiVo Inc., a Delaware corporation (the “Company”), and Wells Fargo Shareowner Services (the “Rights Agent”), as amended by the First Amendment thereto, dated as of February 20, 2001. 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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FIRST AMENDMENT TO LICENSING AND MARKETING AGREEMENT
Licensing and Marketing Agreement • April 14th, 2006 • Tivo Inc • Cable & other pay television services

This FIRST AMENDMENT TO THE LICENSING AND MARKETING AGREEMENT (this “First Amendment”) is made and entered into as of March 22, 2006 by and among Comcast STB Software DVR, LLC, Comcast Corporation and TiVo Inc. (collectively, the “Parties”).

SIXTH AMENDMENT TO VENDOR AGREEMENT
Vendor Agreement • April 14th, 2006 • Tivo Inc • Cable & other pay television services

This SIXTH AMENDMENT TO THE VENDOR AGREEMENT (this “Sixth Amendment”) is effective as of March 1, 2006 (the “Sixth Amendment Effective Date”) by and between BEST BUY PURCHASING LLC (“Best Buy”) and TIVO INC (“TiVo”).

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