December 6, 1996
Command Audio Corporation
805 Veterans Blvd.
Redwood City, CA 94063
Attn: Manny Krakaris, Chief Financial Officer
Re: Offer to Repurchase 100,000 Shares of Macrovision Common Stock
Pursuant to the Restricted Stock Acquisition Agreement between Command
Audio Corporation ('CAC') and Macrovision Corporation ('Macrovision'), dated as
of July 31, 1996, and amended as of November 29, 1996 (the 'Agreement'), you
now hold 100,000 shares of Macrovision common stock that are vested shares
under the Agreement.
Macrovision hereby offers to repurchase all, but not less than all, of
such 100,000 shares at the price of $5.00 per share (with such number of shares
and per share price to be adjusted proportionately in the event of any stock
split of Macrovision common stock occurring between the date hereof and the
date of repurchase). This offer shall remain in effect, and may not be
modified or withdrawn by Macrovision without the prior written approval of CAC,
for a period of ninety (90) days from the date hereof. This offer
automatically shall terminate and shall be null and void if it is not accepted
by written notice of acceptance delivered to the Chief Financial Officer of
Macrovision on or before 5:00 p.m. Pacific Standard Time on March 4, 1997.
Repurchase of the shares shall be concluded within five business days
following acceptance of the offer. CAC may assign its right to receive any
payment for shares of Macrovision common stock that may become due as a result
of the acceptance of this offer.
Very truly yours,
/s/ Victor Viegas
Chief Financial Officer