EXHIBIT 10.3
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
TIVO INC.
AMENDED AND RESTATED
STOCK SUBSCRIPTION WARRANT
No. VW - A - 1 September 13, 2000
1. GENERAL.
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(a) THIS CERTIFIES that, for value received, AMERICA ONLINE, INC.
("AOL"), or its assigns, is entitled to subscribe for and purchase from
TIVO INC., a Delaware corporation (the "Company"), at any time or from
time to time during the period (the "Exercise Period") commencing with
the date hereof and ending on December 31, 2001, on the terms and subject
to the provisions hereinafter set forth, up to 2,308,475 shares (subject
to adjustment as provided herein) of fully paid and non-assessable shares
of Common Stock, $0.001 par value (the "Common Stock"), of the Company,
at a price per share (the "Warrant Price") of $7.29.
(b) This Amended and Restated Warrant (this "Warrant") amends and
restates in its entirety the TiVo Inc. Stock Subscription Warrant No. VW-
A-1, dated September 13, 2000, issued to the Purchaser by the Company.
This Warrant is being issued pursuant to an Investment Agreement dated as
of June 9, 2000, as amended by the First Amendment, dated as of September
13, 2000, and as amended by the Second Amendment, dated as of January 30,
2001 (collectively, the "Agreement"), between the Company and AOL. All
terms used but not defined herein shall have the meanings set forth in
the Agreement. The shares of capital stock of the Company issuable upon
exercise of this Warrant are sometimes hereinafter referred to as the
"Warrant Shares."
2. EXERCISE OF WARRANT.
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(a) The rights represented by this Warrant may be exercised by the
holder hereof, in whole or in part, at any time or from time to time during
the Exercise Period, by (i) the surrender of this Warrant, together with an
executed Notice of Exercise in substantially the form attached hereto as
Exhibit A, at the office of the Company at 2160 Gold Street, Alviso, CA
95002, or at such other agency or office of the Company in the United
States of America as it may designate by notice in writing to the holder
hereof at the address of such holder appearing on the books of the Company,
and (ii) payment (either in cash or by check) to the Company of the Warrant
Price for each Warrant Share being purchased. In the event of the exercise
of the rights represented by this Warrant, a certificate or certificates
for the Warrant Shares so purchased, registered in the name of the holder,
and if this Warrant shall not have been exercised for all of the Warrant
Shares, a new Warrant, registered in the name of the holder hereof, of like
tenor to this Warrant and representing the remaining Warrant Shares, shall
be delivered to the holder hereof within a reasonable time, not exceeding
ten (10) days, after the rights represented by this Warrant shall have been
so exercised. The person in whose name any certificate for Warrant Shares
is issued upon exercise of this Warrant shall for all purposes be deemed to
have become the holder of record of such shares on the date on which the
Warrant was surrendered and payment of the Warrant Price and any applicable
taxes was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the
stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the stock transfer books are open.
3. ADJUSTMENT OF WARRANT PRICE.
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(a) The Warrant Price shall be subject to adjustment from time to time
as follows:
(i) If the number of shares of Common Stock outstanding is
increased by a stock dividend payable in shares of Common Stock or by
a subdivision or split-up of shares of Common Stock, then, following
the record date fixed for the determination of holders of Common Stock
entitled to receive such stock dividend, subdivision or split-up, the
Warrant Price shall be appropriately decreased and the number of
shares of Common Stock issuable upon exercise of this Warrant shall be
appropriately increased, in each case in proportion to such increase
in outstanding shares. Shares of Common Stock owned by or held for
the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made
successively whenever such a record date is fixed; and in the event
that such subdivision or split-up is not effected, the Warrant Price
shall again be adjusted to be the Warrant Price which would then be in
effect if such record date had not been fixed.
(ii) If the number of shares of Common Stock outstanding is
decreased by a combination of the outstanding shares of Common Stock,
then, following the record date for such combination, the Warrant
Price shall be appropriately increased and the number of shares of
Common Stock issuable upon exercise of this Warrant shall be
appropriately decreased, in each case, in proportion to such decrease
in outstanding shares. Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that such
combination is not effected, the Warrant Price shall again be adjusted
to be the Warrant Price which would then be in effect if such record
date had not been fixed.
(iii) In the event of any capital reorganization of the Company,
any reclassification of the stock of the Company (other than a change
in par value or from par value to no par value or from no par value to
par value or as a result of a stock dividend or subdivision, split-up
or combination of shares), or any consolidation or merger of the
Company (other than a consolidation or merger in which the Company is
the continuing corporation and which does not result in any change in
the Common Stock), this Warrant shall after such reorganization,
reclassification, consolidation or merger be exercisable or
exchangeable into the kind and number of shares of stock or other
securities or property of the Company or of the corporation resulting
from such consolidation or surviving such merger to which the holder
of the number of shares of Common Stock deliverable (immediately prior
to the time of such reorganization, reclassification, consolidation or
merger) upon exercise of this Warrant would have been entitled upon
such reorganization, reclassification, consolidation or merger. The
provisions of this clause shall similarly apply to successive
reorganizations, reclassifications, consolidations or mergers.
(iv) In case the Company shall issue warrants or other rights to
all holders of Common Stock entitling them to subscribe for or
purchase shares of Common Stock at a price per share less than the
Fair Market Value of the Common Stock (as defined below, with a
Determination Date as of the record date for the determination of
stockholders entitled to receive such rights or warrants, the Warrant
Price in effect after such record
date shall be determined by multiplying such Warrant Price by a
fraction, the numerator of which shall be the number of shares of
Common Stock outstanding at the close of business on the record date
for issuance of such rights or warrants plus the number of shares of
Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered would purchase at such Fair Market
Value, and the denominator of which shall be the number of shares of
Common Stock outstanding at the close of business on the record date
for issuance of such rights or warrants plus the total number of
shares of Common Stock receivable upon exercise of such rights or
warrants. Such adjustment shall be made successively whenever any such
rights or warrants are issued, and shall become effective immediately
after such record date. In case such subscription price may be paid in
a consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined by a
nationally recognized independent investment banking firm jointly
selected by the Company and the holder of this Warrant or, if such
selection cannot be made within five (5) Business Days after the
record date referred to above, by a nationally recognized independent
investment banking firm selected by the American Arbitration
Association. Shares of Common Stock owned by or held for the account
of the Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever
such a record date is fixed; and in the event that such rights or
warrants are not so issued, the Warrant Price shall again be adjusted
to be the Warrant Price which would then be in effect if such record
date had not been fixed. For purposes hereof:
"Fair Market Value" of one share of Common Stock as of any date (the
"Determination Date") means:
(A) (1) the average of the closing prices quoted on Nasdaq,
if applicable, or the average of the last bid and asked prices of the
Common Stock quoted in the over-the-counter-market or (2) if the
Common Stock is then traded on a national securities exchange, the
average of the high and low prices of the Common Stock listed on the
principal national securities exchange on which the Common Stock is so
traded, in each case for the twenty (20) trading days immediately
preceding the Determination Date or, if such date is not a business
day on which shares are traded, the next immediately preceding trading
day; and
(B) in connection with a Corporate Transaction (as
hereinafter defined), the value per share of Common Stock received or
receivable by each holder thereof (assuming for purposes of this
determination, in the case of a sale of assets, the Company is
liquidated immediately following such sale and the consideration paid
to the Company is immediately distributed to its stockholders); and
(C) in all other circumstances, the fair market value per
share of Common Stock as determined by a nationally recognized
independent investment banking firm jointly selected by the Company
and the holder of this Warrant or, if
such selection cannot be made within five (5) Business Days after the
Determination Date, by a nationally recognized independent investment
banking firm selected by the American Arbitration Association; and
"Corporate Transaction" means (i) any consolidation or merger of the
Company with or into any other corporation or other entity, other than any
merger or consolidation resulting in the holders of the capital stock of the
Company entitled to vote for the election of directors holding a majority of the
capital stock of the surviving or resulting corporation or its ultimate parent
entity entitled to vote for the election of directors, (ii) any person or entity
(including any affiliates thereof) becoming the holder of 50% of the capital
stock of the Company entitled to vote for the election of directors, or (iii)
any sale or other disposition by the Company of all or substantially all of its
assets or capital stock.
(v) In case the Company shall distribute to all holders of shares
of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation) any shares of capital stock of the Company (other than
shares of Common Stock) or evidences of its indebtedness or assets or
rights or warrants to subscribe for or purchase any of its securities
(excluding those rights or warrants referred to in subparagraph (iv)
above) (any of the foregoing being hereinafter in this subparagraph
(v) called the "Securities"), then, in each such case, the Warrant
Price shall be adjusted so that the same shall equal the price
determined by multiplying the Warrant Price in effect immediately
prior to the date of such distribution by a fraction the numerator of
which shall be the Fair Market Value (as defined above) of the Common
Stock with a Determination Date as of the record date mentioned above,
less the then fair market value (as determined by a nationally
recognized independent investment banking firm jointly selected by the
Company and the holder of this Warrant or, if such selection cannot be
made within five (5) Business Days after the record date referred to
above, by a nationally recognized independent investment banking firm
selected by the American Arbitration Association) of the portion of
the Securities so distributed allocable to one share of Common Stock,
and the denominator of which shall be the Fair Market Value of the
Common Stock. Such adjustment shall become effective immediately prior
to the opening of business on the day following the record date for
the determination of shareholders entitled to receive such
distribution. In the event that such distribution is not so made, the
Warrant Price shall again be adjusted to be the Warrant Price which
would then be in effect if such date fixed for the determination of
shareholders entitled to receive such distribution had not been fixed.
(vi) All calculations under this Section 3 shall be made to the
nearest one tenth (1/10) of a cent or to the nearest one tenth (1/10)
of a share, as the case may be.
(b) Whenever the Warrant Price shall be adjusted as provided in this
Section 3 the Company shall forthwith file, at the office of the Company or
any transfer agent designated by the Company for the Common Stock, a
statement, signed by its chief financial officer, showing in detail the
facts requiring such adjustment and the adjusted Warrant Price. The
Company shall also cause a copy of such statement to be sent by first-class
certified mail, return receipt requested, postage
prepaid, to each holder of a Warrant at his or its address appearing on the
Company's records. Where appropriate, such copy may be given in advance and
may be included as part of a notice required to be mailed under the
provisions set forth immediately below.
(c) In the event the Company shall propose to take any action of the
types described in Section 3(a) or Section 10, the Company shall give
notice to each holder of a Warrant in the manner set forth herein, which
notice shall specify the record date, if any, with respect to any such
action and the date on which such action is to take place. Such notice
shall also set forth such facts with respect thereto as shall be reasonably
necessary to indicate the effect of such action (to the extent such effect
may be known at the date of such notice) on the Warrant Price then in
effect and the number, kind or class of shares or other securities or
property which shall be delivered or purchasable upon the occurrence of
such action or deliverable upon exercise of this Warrant. In the case of
any action which would require the fixing of a record date, such notice
shall be given at least twenty (20) days prior to the date so fixed, and in
case of all other action, such notice shall be given at least thirty (30)
days prior to the taking of such proposed action. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of
any such action.
4. ADJUSTMENT OF WARRANT SHARES.
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Upon each adjustment of the Warrant Price as provided in Section 3,
the holder hereof shall thereafter be entitled to subscribe for and
purchase, at the Warrant Price resulting from such adjustment, the number
of Warrant Shares equal to the product of (i) the number of Warrant
Shares existing prior to such adjustment and (ii) the quotient obtained
by dividing (A) the Warrant Price existing prior to such adjustment by
(B) the new Warrant Price resulting from such adjustment. No fractional
shares of Common Stock shall be issued as a result of any such
adjustment, and any fractional shares resulting from the computations
pursuant to this paragraph shall be eliminated without consideration.
5. COVENANTS.
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The Company covenants and agrees that:
(i) all shares of Common Stock and any other securities which
may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be validly issued, fully paid and non-assessable and
free from all taxes, liens and charges with respect to the issuance
thereof;
(ii) the Company will from time to time take all such action as
may be requisite to assure that the stated or par value per share of the
Common Stock is at all times equal to or less than the then effective
Warrant Price per share of Preferred Stock issuable upon exercise of this
Warrant;
(iii) the Company will at all times have authorized and reserved,
free from preemptive rights, a sufficient number of shares of its Common
Stock and any other securities to provide for the exercise of the rights
represented by this Warrant;
(iv) if any shares of Common Stock or any other securities to be
reserved to provide for the exercise of this Warrant require registration
with or approval of any Governmental Authority under any Federal or state
law before such shares may be validly issued or delivered upon exercise,
then the Company will in good faith and expeditiously as possible endeavor
to secure such registration or approval, as the case may be; and
(v) if and so long as the Common Stock or any other securities
issuable upon the exercise of this Warrant are listed on Nasdaq, any
national securities
exchange or any comparable system, the Company will, if permitted by the
rules of such exchange or system, list and keep listed on such exchange or
system, upon official notice of issuance, all shares of such capital stock.
6. NO SHAREHOLDER RIGHTS.
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This Warrant shall not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Company.
7. RESTRICTIONS ON TRANSFER.
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(a) This Warrant and the Warrant Shares issuable upon exercise hereof
are subject to restrictions on transfer contained in the Stockholders and
Registration Rights Agreement (the "Stockholders Agreement"), dated as of
June 9, 2000, between the Company and AOL. No transfer, sale, assignment,
pledge, hypothecation or other disposition of this Warrant or the Warrant
Shares issuable upon exercise hereof may be made except in accordance with
the provisions of the Stockholders Agreement.
(b) The holder of this Warrant acknowledges that neither this Warrant
nor the Warrant Shares have been registered under the Securities Act of
1933, as amended (the "Securities Act") and the holder of this Warrant
agrees that no sale, transfer, assignment, hypothecation or other
disposition of this Warrant or the Warrant Shares shall be made in the
absence of (i) current registration statement under the Securities Act as
to this Warrant or the Warrant Shares and the registration or qualification
of this Warrant or the Warrant Shares under any applicable state securities
laws is then in effect or (ii) an opinion of counsel reasonably
satisfactory to the Company to the effect that such registration or
qualification is not required.
(c) Each certificate or other instrument for Warrant Shares issued
upon exercise of this Warrant shall, if required under the Securities Act
or the rules promulgated thereunder, be imprinted with a legend
substantially to the effect set forth in each of Sections 7(a) and 7(b).
8. RIGHTS OF THE HOLDER.
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Anything Contained Herein to the contrary notwithstanding, the shares
of Common Stock issuable upon exercise of this Warrant shall be entitled to
all rights and benefits accorded thereto in any investor rights or
shareholders or similar agreement between and/or among the Company and the
holders of the Common Stock, and the Company shall take all actions and
shall execute and deliver all documents necessary or desirable, including
any amendments to such agreement(s) to make the holder a party thereto.
9. TRANSFER OF WARRANT.
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(a) Subject to the restriction set forth in Section 7, this Warrant
and all rights hereunder are transferable, in whole, or in part, at the
agency or office of the Company referred to in Section 2, by the holder
hereof in person or by duly authorized attorney, upon surrender of this
Warrant properly endorsed, together with a written assignment of this
Warrant substantially in the form of Exhibit B hereto. Upon surrender at
such agency or office, this Warrant may be exchanged for a Warrant or
Warrants in other denominations or the transfer thereof may be registered
in whole or in part; provided that such other Warrants evidence the same
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aggregate number of Warrant Shares as the Warrant so surrendered.
(b) The Company shall prepare, issue and deliver at its own expense
(other than transfer taxes) a new Warrant under this Section 9. The Company
will pay all documentary stamp taxes attributable to the initial issuance
of this Warrant and of the Warrant Shares upon the exercise of this
Warrant. Notwithstanding the foregoing, the Company will not be required to
pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance of any Warrant or any certificates for Warrant
Shares in a name other than that of the registered holder of such Warrant,
and the Company shall not be required to issue or deliver such Warrant
unless or until the person or persons requesting the issuance thereof shall
have paid to the Company the amount of such tax or shall have established
to the reasonable satisfaction of the Company that such tax has been paid.
(c) The Company agrees to maintain, at its aforesaid office or agency,
books for the registration or transfer of the Warrants.
10. REORGANIZATIONS, ETC.
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In case of any capital reorganization, of any reclassification of the
stock of the Company (other than a change in par value or from par value to
no par value or from no par
value to par value or as a result of a stock dividend or subdivision,
split-up or combination of shares), or the consolidation or merger of the
Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and which does
not result in any change in the Common Stock) or of the sale of all or
substantially all the properties and assets of the Company as an entirety
to any other corporation, this Warrant shall, after such reorganization,
reclassification, consolidation, merger or sale, be exercisable for the
kind and number of shares of stock or other securities or property of the
Company or of the corporation resulting from such consolidation or
surviving such merger or to which such properties and assets shall have
been sold to which such holder would have been entitled if he had held the
Common Stock issuable upon the exercise hereof immediately prior to such
reorganization, reclassification, consolidation, merger or sale. In any
such reorganization or other action or transaction described above,
appropriate provision shall be made with respect to the rights and
interests of the holder of this Warrant to the end that the provisions
hereof (including, without limitation, provisions for adjustments of the
Warrant Price and of the number of shares purchasable and receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as
may be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof. The Company will not effect any such
consolidation, merger or sale unless, prior to the consummation thereof,
the successor corporation or entity (if other than the Company) resulting
from such transaction or the corporation or entity purchasing such assets
shall assume by a written instrument, executed and mailed or delivered to
the registered holder hereof at the last address of such holder appearing
on the books of the Company, the obligation to deliver to such holder such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to purchase.
11. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.
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If this Warrant is lost, stolen, mutilated or destroyed, the Company
may, on such terms as to indemnity or otherwise as it may in its reasonable
discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor
as the Warrant so lost, stolen, mutilated or destroyed. Any such new
Warrant shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant
shall be at any time enforceable by anyone.
12. MODIFICATION AND WAIVER.
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This Warrant and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.
13. NOTICES.
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All notices, advices and communications to be given or otherwise made
to any party to this Warrant shall be deemed to be sufficient if contained
in a written instrument delivered in person or by telecopier or duly sent
by first class registered or certified mail, return receipt requested,
postage prepaid, or by overnight courier, or by electronic mail, with a
copy thereof to be sent by mail (as aforesaid) within 24 hours of such
electronic mail, addressed to such party at the address set forth below or
at such other address as may hereafter be designated in writing by the
addressee to the addresser listing all parties:
(a) If to the Company, to:
TiVo Inc.
2160 Gold Street
Alviso, CA 95002
Attention: Chief Financial Officer
Telecopier: (408) 519-5333
e-mail address: dave@tivo.com; and
(b) If to AOL as follows:
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Attention: General Counsel
Telecopier: (703) 265-1495
e-mail address: PTCapp@aol.com
Or to such other address as the party to whom notice is to be given may
have furnished to the other parties hereto in writing in accordance
herewith. Any such notice or communication shall be deemed to have been
delivered and received (i) in the case of personal delivery or delivery by
telecopier, on the date of such deliver, (ii) in the case of nationally
recognized overnight courier, on the next Business Day after the date when
sent and (ii) in the case of mailing, on the third Business Day following
that on which the piece of mail containing such communication is posted.
14. BINDING EFFECT ON SUCCESSORS; SURVIVAL.
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This Warrant shall be binding upon any corporation succeeding the
Company by merger, consolidation or acquisition of all or substantially all
of the Company's assets. All of the obligations of the Company relating to
the Common Stock issuable upon the exercise of this Warrant shall survive
the exercise and termination of this Warrant. All of the covenants and
agreements of the Company shall inure to the benefit of the successors and
assigns of AOL.
15. DESCRIPTIVE HEADINGS AND GOVERNING LAW.
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The description headings of the several sections and paragraphs of
this Warrant are inserted for convenience only and do not constitute a part
of this Warrant. This Warrant shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the
State of New York.
16. FRACTIONAL SHARES.
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No fractional shares shall be issued upon exercise of this Warrant.
The Company shall, in lieu of issuing any fractional share, pay the holder
entitled to such fraction a sum in cash equal to such fraction multiplied
by the then Fair Market Value of one Warrant Share.
17. LIMITATION OF LIABILITY.
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No provision of this Warrant, in the absence of affirmative action by
the holder hereof to purchase Warrant Shares, and no enumeration in this
Warrant of the rights or privileges of the holder hereof, shall give rise
to any liability of such holder for the purchase price of any Warrant
Shares or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.
18. REMEDIES.
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The Company and the holder of this Warrant each stipulates that the
remedies at
law of each party hereto in the event of any default or threatened default
by the other party in the performance or compliance with any of the terms
of this Warrant are not and will not be adequate and that, to the fullest
extent permitted by law, such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.
19. COUNTERPARTS.
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This Warrant may be executed by any number of counterparts and each of
such counterparts will for all purposes be deemed to be an original, and
all such counterparts will together constitute one and the same instrument.
20. SEVERABILITY.
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The provisions of this Warrant are severable, and if any clause or
provision may be held invalid, illegal or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability will affect
only that clause or provision, in part thereof, in that jurisdiction, and
shall not in any manner affect that clause or provision or any other clause
or provision in this Warrant in any other jurisdiction.
21. NONWAIVER.
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No course of dealing or any delay or failure to exercise any right
under this Warrant by any holder of this Warrant will operate as a waiver
of such right or otherwise prejudice such holder's rights, power or
remedies.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the undersigned have caused this Warrant to be
executed by their duly authorized officers on the date first above written.
TIVO INC.
By: /s/ DAVID H. COURTNEY
--------------------------------------
Name: David H. Courtney
Title: Senior Vice President, Finance
& Administration
ATTEST: /s/ ALAN C. MENDELSON
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Alan C. Mendelson, Secretary
AMERICA ONLINE, INC.
By: /s/ LYNDA CLARIZIO
------------------------------------
Name: Lynda Clarizio
Title: Senior Vice President
Exhibit A
Notice of Exercise
[To be signed upon exercise of Warrant]
The undersigned, the holder of the Warrant, hereby irrevocably elects
to exercise the purchase rights represented by such Warrant for, and to purchase
thereunder, _________ shares of _________ of TiVo Inc. and herewith makes
payment of $_________ therefor, and requests that the certificates for such
shares be issued in the name of and delivered to, _____________________________,
whose address is ________________________________.
Dated:_____________
_________________________________
(Signature)
_________________________________
(Address)
Exhibit B
Form of Assignment
[To be signed only upon transfer of Warrant]
For value received, the undersigned hereby sells, assigns and
transfers unto the right represented by the Warrant to purchase _______ shares
of _________ of TiVo Inc., to which the Warrant relates, and appoints Attorney
to transfer such right on the books of TiVo Inc., with full power of
substitution in the premises.
Dated:_____________
____________________________
(Signature)
Signed in the presence of:
______________________________