First Amendment To Investment Agreement

Exhibit 10.27


FIRST AMENDMENT TO


INVESTMENT AGREEMENT
--------------------


This First Amendment, dated as of September 11, 2000 (this "First Amendment"), to the Investment Agreement, dated as of June 9, 2000 (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.


W I T N E S S E T H :
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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, Section 1.4 of the Investment Agreement provides for a certain portion of the Escrowed Funds to be designated as Earmarked Funds to be used exclusively in accordance with Section 8.2 of the Product Integration and Marketing Agreement (the "Commercial Agreement");


WHEREAS, Purchaser and the Company are entering into an AOL Advertising Insertion Order, dated as of the date hereof (the "Carriage Order"), pursuant to which the Company has agreed to certain advertising commitments;


WHEREAS, in connection with the Carriage Order, 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(a). Section 1.4(a) of the Investment
--------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:


"(a) The Company and the Purchaser agree that (i) sixty percent (60%)
of the proceeds received by the Company in the Share Purchase and forty
percent (40%) of the proceeds received by the Company upon the exercise of
any of the Warrants (the "Discretionary Funds") shall be retained by the
Company without any restriction on the use thereof, except that the first
three million, five hundred thousand dollars ($3,500,000) of the
Discretionary Funds shall be used in accordance with the Carriage Order,
and (ii) an amount in cash equal to forty percent (40%) of any proceeds
received by the Company


in the Share Purchase and sixty percent (60%) of the proceeds received by
the Company upon the exercise of any of the Warrants shall be deposited
into an interest-bearing escrow account (the "Escrow Account") with an
escrow agent to be selected by mutual agreement of the Company and the
Purchaser pursuant to an escrow agreement in the form of Exhibit F hereto,
with such changes and additions as shall be requested by the escrow agent
and are reasonably acceptable to the Company and the Purchaser (the "Escrow
Agreement"), except that the first eight million, five hundred thousand
dollars ($8,500,000) of the proceeds received by the Company that are not
Discretionary Funds shall not be deposited into the Escrow Account and
shall be used in accordance with the Carriage Order (together with the
three million, five hundred thousand dollars ($3,500,000) of Discretionary
Funds also to be so used, the "Carriage Funds"). Such proceeds shall be
allocated in such manner until such time as the aggregate amount of
Discretionary Funds equals one hundred million dollars ($100,000,000),
after which time an amount in cash equal to all such proceeds shall be
deposited into the Escrow Account (except for Carriage Funds as set forth
in clause (ii) of the immediately preceding sentence) until such time as
all such deposited funds (but excluding any interest earned on such funds)
equal ninety-one million, five hundred thousand dollars ($91,500,000),
after which time all further proceeds shall be retained by the Company. All
amounts deposited into the Escrow Account, together with all interest
earned on amounts in the Escrow Account (all such funds and interest, the
"Escrowed Funds"), shall be held as a trust fund and shall not be subject
to any lien, attachment, trustee process or any other judicial process of
any creditor of any party hereto, and shall be held and distributed in
accordance with the terms, at the times and to the parties in accordance
with the terms hereof and the Escrow Agreement.


Upon release to the Company in accordance with this Section 1.4 and
the terms of the Escrow Agreement, ninety-one million, five hundred
thousand dollars ($91,500,000) of the Escrowed Funds (or such lesser amount
as shall have been deposited in the Escrow Account pursuant to this Section
1.4(a)) shall be designated as "Earmarked Funds" and used exclusively in
accordance with Section 8.2 of the Commercial Agreement and any additional
Escrowed Funds shall be released to the Company and may be used by the
Company for any purpose whatsoever. At any time that this Agreement
provides for the Escrowed Funds to be released from the Escrow Account,
both parties agree to take any action required under the Escrow Agreement
to cause the release of the Escrowed Funds. If, upon the release of the
Escrowed Funds to the Company in accordance with the terms of the Escrow
Agreement, the amount of Escrowed Funds (excluding any interest earned
while in the Escrow Account) is less than ninety-one million, five hundred
thousand dollars ($91,500,000) at such time, then 60% of the proceeds from
the exercise of any of the Warrants (up to the difference between ninety-
one million, five hundred thousand dollars ($91,500,000)) and such amount
of Escrowed Funds) shall also be designated as "Earmarked Funds" and used
exclusively in accordance with Section 8.2 of the Commercial Agreement."


2. 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:


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"(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 ...