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EXHIBIT 4.2
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF DESIGNATIONS
OF
TIVO INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON JANUARY 17, 2001.
TiVo Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is TiVo Inc.
2. That a Certificate of Designations of Series B Junior Participating
Preferred Stock was filed with the Secretary of State of Delaware on January 17,
2001 and that said Certificate requires correction as permitted by Section 103
of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows: The number of shares designated as "Series B Junior Participating
Preferred Stock" is changed from 700,000 to 1,500,000.
4. Section 1 of the Certificate is corrected to read as follows:
"Section 1. Designation and Amount. The shares of such series shall be
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designated as "Series B Junior Participating Preferred Stock" (the "Series B
Preferred Stock") and the number of shares constituting the Series B Preferred
Stock shall be 1,500,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series B Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series B Preferred Stock."
IN WITNESS WHEREOF, said TiVo Inc. has caused this Certificate to be signed
by Alan C. Mendelson, its Secretary, this 17th day of January, 2001.
TIVO, INC.
By: /s/ Alan C. Mendelson
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Alan C. Mendelson, Secretary
