Third Amendment To Investment Agreement

Exhibit 10.18


THIRD AMENDMENT TO INVESTMENT AGREEMENT
---------------------------------------


This Third Amendment, dated as of March 28, 2002 (this "Third Amendment"), to the Investment Agreement, dated as of June 9, 2000, as amended by the First Amendment, dated as of September 11, 2000, and the Second Amendment, dated as of January 30, 2001 (collectively, the "Investment Agreement") is made by and between TiVo Inc., a Delaware corporation (the "Company"), and America Online, Inc., a Delaware corporation (the "Purchaser"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Investment Agreement.


WHEREAS, Section 7.8 of the Investment Agreement provides for the amendment of the Investment Agreement upon the written consent of the Company and the Purchaser;


WHEREAS, the Company and the Purchaser desire to amend certain provisions of the Investment Agreement;


NOW THEREFORE, the parties hereto agree as follows:


1. Amendment to Section 1.4(b). Section 1.4(b) of the Investment Agreement
------------------------------------------- is hereby amended by deleting such section in its entirety and substituting therefore the following:


"(b) If (i)(x) the bona fide commercial release and deployment ("Set
Top Box Launch") of the Integrated Product (as defined in the Commercial
Agreement) has not occurred by December 31, 2001, or such later date as may
be mutually agreed by the Company and the Purchaser pursuant to Section 3.6
of the Commercial Agreement or otherwise (the "Planned Launch Date"), and
(y) the Purchaser has not committed a Material Breach (as defined in the
Commercial Agreement) of the Commercial Agreement that has not been cured
or waived at such time, or (ii) the Company breaches its obligations
pursuant to Section 6.9, Section 6.10 or Section 6.13 of this Agreement
(collectively, the "Financial Covenants"), then the Purchaser shall have
the option (the "Put Option"), exercisable for a period of one hundred
(100) days following the Planned Launch Date or each such breach, as the
case may be, subject to the further provisions set forth herein, to require
the Company, exercisable by written notice to such effect to the Company,
to repurchase that number of Preferred Shares having an initial liquidation
value equal to the amount of the Escrowed Funds at such time (excluding any
interest included therein) (the "Put Amount") and, if all the Preferred
Shares then outstanding have an aggregate ini ...