{"id":43544,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/recapitalization-and-stock-purchase-agreement-command-audio.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"recapitalization-and-stock-purchase-agreement-command-audio","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/recapitalization-and-stock-purchase-agreement-command-audio.html","title":{"rendered":"Recapitalization and Stock Purchase Agreement &#8211; Command Audio Corp. and Macrovision Corp."},"content":{"rendered":"<pre>\n                    RECAPITALIZATION AND STOCK PURCHASE AGREEMENT\n\n\n    This Recapitalization and Stock Purchase Agreement ('Agreement') is made as\nof this 31st day of July, 1996 by and between Command Audio Corporation, a\nCalifornia corporation ('Company'), and Macrovision Corporation, a California\ncorporation ('Macrovision').\n\n    WHEREAS, Macrovision presently holds one million (1,000,000) shares of\nCompany's Common Stock and five hundred thousand (500,000) shares of Company's\nSeries A Preferred Stock; and\n\n    WHEREAS, Macrovision and Company desire that Macrovision invest an\nadditional One Million Dollars ($1,000,000) in Company, provide three hundred\nfifty thousand (350,000) shares of Macrovision Common Stock to Company pursuant\nto a Restricted Stock Acquisition Agreement, and surrender Macrovision's five\nhundred thousand (500,000) shares of Company's Series A Preferred Stock in\nexchange for six hundred four thousand (604,000) shares of Company's Common\nStock and three hundred ninety-six thousand (396,000) shares of Company's Series\nB Preferred Stock upon the terms and conditions set forth herein.\n\n    NOW, THEREFORE, the parties agree as follows:\n\n    1.   PURCHASE AND SALE OF COMMON STOCK AND SERIES B PREFERRED STOCK.\n\n         (a)  PURCHASE.  Subject to the terms and conditions of this Agreement,\nCompany hereby issues and sells to Macrovision and Macrovision purchases from\nCompany upon the execution of this Agreement six hundred four thousand (604,000)\nshares of Common Stock of Company and three hundred ninety-six thousand\n(396,000) shares of Series B Preferred Stock of Company (collectively the\n'Shares') for the aggregate consideration of One Million Dollars ($1,000,000)\nconsisting of Six Hundred Forty-Five Thousand Dollars ($645,000) in cash, a\nPromissory Note in the form of Exhibit B hereto, and a Security Agreement in the\nform of Exhibit C hereto, PLUS three hundred fifty thousand (350,000) shares of\nMacrovision Common Stock subject to the terms and conditions of a Restricted\nStock Acquisition Agreement in the form attached hereto as Exhibit A, PLUS the\nsurrender and delivery to the Company of the five hundred thousand (500,000)\nshares of Company's Series A Preferred Stock currently held by Macrovision.  The\ncash portion of the purchase price, Six Hundred Forty-Five Thousand Dollars\n($645,000), shall be allocated to the Company's Common Stock.  The cash portion\nof such consideration shall be paid, the share certificates for the Series A\nPreferred Stock shall be surrendered, and the Promissory Note and the Security\nAgreement shall be executed and delivered to Company upon the signing of this\nAgreement by both parties hereto.\n\n         (b)  DELIVERY OF SHARES.  The certificates representing the Shares\nshall be delivered to Macrovision upon the signing of this Agreement by both\nparties hereto, at which time Macrovision shall have all rights of a shareholder\nof Company with respect to the Shares.\n\n\n\n    2.   LEGEND ON SHARES.  Each certificate representing the Shares shall have\nconspicuously printed on it the following legend:\n\n    THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED\n    UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR THE SECURITIES\n    LAWS OF THE VARIOUS STATES, AND HAS BEEN ISSUED AND SOLD PURSUANT TO AN\n    EXEMPTION FROM THE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE\n    TRANSFERRED BY THE HOLDER THEREOF AT ANY TIME, EXCEPT (1) PURSUANT TO AN\n    EFFECTIVE REGISTRATION STATEMENT, FILED UNDER THE ACT COVERING THE\n    SECURITY, OR (2) UPON DELIVERY TO COMPANY OF AN OPINION OF COUNSEL\n    SATISFACTORY TO COMPANY THAT THIS SECURITY MAY BE TRANSFERRED WITHOUT\n    REGISTRATION.\n\n    3.   INVESTMENT REPRESENTATIONS.  As an inducement to Company to issue the\nShares to Macrovision, and in order to establish the suitability for Macrovision\nof such an investment, Macrovision hereby makes the following representations\nand warranties, and authorizes Company to rely upon the same:\n\n         (a)  INVESTMENT INTENT.  Macrovision is aware of and familiar with\nCompany's business affairs and financial condition and has acquired sufficient\ninformation about Company to reach a knowledgeable and informed decision to\nacquire the Shares.  Macrovision is acquiring the Shares which are Series B\nPreferred Stock for its own account and not with a view to or for sale in\nconnection with any distribution of such Shares.\n\n         (b)  RELATIONSHIP.  Macrovision has either a preexisting personal or\nbusiness relationship with Company or its partners, officers, directors or\ncontrolling persons.\n\n         (c)  EXPERIENCE.  Macrovision and\/or its professional advisors who are\nnot compensated by or affiliated with Company or a selling agent of Company\n('Representatives'), if any, have such business or financial experience so that\nMacrovision has the capacity to protect its own interests in connection with the\npurchase of Shares hereunder.\n\n         (d)  RISKS.  Macrovision understands that an investment in Company is\nspeculative, that any possible profits therefrom are uncertain, and that\nMacrovision must bear the economic risks of the investment in Company for an\nindefinite period of time.  Macrovision is able to bear these economic risks and\nto hold the Shares for an indefinite period.\n\n         (e)  INFORMATION.  Macrovision and its Representatives, if any, have\nreceived all information and data with respect to Company which Macrovision or\nits Representatives have requested and have deemed relevant in connection with\nan evaluation of the merits and risks of this investment in Company, and do not\ndesire any further information or data with respect to Company prior to the\npurchase of the Shares.\n\n\n                                          2\n\n\n\n\n         (f)  DOMICILE.  Macrovision has its principal place of business in the\nState of California.\n\n         (g)  SECURITIES LAWS.  Macrovision understands that the Shares have\nnot been registered under the Securities Act of 1933, as amended (the '1933\nAct'), in reliance on certain exemptions from registration provided by the\nSecurities and Exchange Commission; and that the Shares have not been registered\nunder the 'blue sky' laws of any state, including that the Shares have not been\nqualified or a permit obtained for issuance of securities from the California\nDepartment of Corporations or any other agency of the State of California.\n\n         (h)  TRANSFERS.  Macrovision understands that the Shares which are\nSeries B Preferred Stock may have to be held indefinitely unless they are\nsubsequently registered under the 1933 Act and qualified or registered under\nother applicable securities laws, rules and regulations, or unless an exemption\nfrom such qualification or registration is available.\n\n         (i)  LEGENDS.  Macrovision understands and agrees that (i) the legend\nset forth in Section 2 will be placed on certificate(s) evidencing the Shares\nand on certificate(s) issued to permitted transferees; (ii) the stock records of\nCompany will be noted with respect to such restrictions; (iii) Company will not\nbe under any obligation to register the Shares or to comply with any exemption\navailable for sale of the Shares without registration; and (iv) the information\nor conditions necessary to permit routine sales of securities of Company under\nRule 144 of the 1933 Act are not now available and it is not likely that they\nwill become available.\n\n    4.   RIGHT OF FIRST REFUSAL.\n\n         (a)  THE RIGHT.  Prior to any sale or issuance by Company of any\nEquity Securities, Company shall give Macrovision the first right to purchase\nall or part of Macrovision's Available Share of such Equity Securities on the\nsame terms as Company is willing to sell such Equity Securities to potential\ninvestors.  For purposes of this first right of purchase, the term 'Equity\nSecurities' means Common Stock of the Company and any other securities having\nvoting rights in the election of the Company's Board of Directors not contingent\nupon default, or any securities evidencing an ownership interest in the Company,\nor any securities convertible into or exercisable or exchangeable for any shares\nof the foregoing, or any agreement or commitment to issue any of the foregoing,\nor any right to acquire any of the foregoing.  The term 'Available Share' means\n(i) nineteen and eight-tenths percent (19.8%) of any offering of Equity\nSecurities that do not have voting rights, and (ii) the portion of any offering\nof Equity Securities having voting rights that, if issued to Macrovision, would\ncause Macrovision to have, immediately following the issuance of all such Equity\nSecurities, stock and other securities representing nineteen and eight-tenths\npercent (19.8%) of the number of votes represented by all then issued and\noutstanding shares of the Company's Common Stock, shares of the Company's\nPreferred Stock and other voting securities of the Company.\n\n         (b)  NOTICE.  Prior to any sale or issuance by Company of any Equity\nSecurities, Company shall notify Macrovision, in writing, of its intention to\nsell and issue such securities, setting forth the general terms under which it\nproposes to make such sale.\n\n\n                                          3\n\n\n\n\nMacrovision shall have twenty (20) days after the date of delivery of such\nnotice (the 'Right Notice Date') to notify Company in writing that it elects to\npurchase all or a portion of the Equity Securities required to be offered to it.\n\n         (c)  MACROVISION'S FAILURE TO NOTIFY.  If, within twenty (20) days\nafter the Right of Notice Date, Macrovision does not notify Company that it\ndesires to purchase all or a portion of Macrovision's Available Share of the\nEquity Securities offered to Macrovision in such notice upon the terms and\nconditions set forth in such notice, then Company may, during a period of ninety\n(90) days following the end of such twenty (20) day period, sell and issue such\nEquity Securities with respect to which Macrovision's option was not exercised\nat a price and upon terms and conditions no more favorable in any material\nrespect to other purchasers than those set forth in the notice to Macrovision.\nIn the event that Company has not sold such Equity Securities to other\npurchasers within said ninety (90) day period, Company shall not thereafter\nissue or sell any Equity Securities without first offering such securities to\nMacrovision in the manner provided above.\n\n         (d)  PAYMENT.  If Macrovision gives Company notice that it desires to\npurchase all or part of the Equity Securities offered by Company, then such\npurchase will be pursuant to the terms and conditions agreed to by the other\npurchasers of such Equity Securities and payment for such Equity Securities\nshall be made against delivery of the securities at the executive offices of\nCompany at the time of the scheduled closing of the purchase with such other\npurchasers or, if later, at 2:00 p.m. California time on the later to occur of\nthe following dates:  (a) the third business day following the expiration or\nearlier termination of all applicable waiting periods imposed on such purchase\nand sale by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the\nExon-Florio Amendment to the Omnibus Trade and Competitiveness Act of 1988 and\nany successor legislation or other applicable law, and (b) such other date as\nCompany and Macrovision may agree.  Company shall take all such action (except\nregistration under the Securities Act) as may reasonably be required by any\nregulatory authority in connection with the exercise by Macrovision of the right\nto purchase Equity Securities as set forth in this Section 4.\n\n         (e)  REDUCED OFFERING.  Notwithstanding any other provisions of this\nSection 4 and any notice Macrovision may have given of its intention to purchase\nshares hereunder, Macrovision will have no obligation to purchase any Equity\nSecurities unless other purchasers are purchasing all of the Equity Securities\ncovered by Company's notice to Macrovision under Section 4(b) (the 'Offered\nEquity Securities'), other than Macrovision's Available Share.  If less than all\nof the Offered Equity Securities are sold by Company, Macrovision will be\nentitled to purchase at any closing a lesser amount of such Equity Securities\nthan the amount of which Macrovision had notified Company previously, such\nlesser amount being not less than the same percentage portion of the smaller\noffering than the portion of which Macrovision notified Company with respect to\nthe larger offering.\n\n         (f)  LIMITATION.  The right of refusal contained in this Section 4\nshall not apply to the following issuances by Company of Shares of Company's\nCommon Stock:\n\n\n                                          4\n\n\n\n\n              (i)  shares of Common Stock issued or issuable to employees,\nofficers, directors and consultants pursuant to stock options or stock purchase\nplans or agreements, or the issuance to such persons of options or warrants to\npurchase such shares, provided that each such issuance is approved unanimously\nby Company's Board of Directors.\n\n              (ii) shares of Common Stock issued upon conversion of the\nSeries B Preferred Shares.\n\n              (iii)     shares of Common Stock issued or issuable upon a stock\ndividend, stock split, recapitalization or the like.\n\n              (iv) shares of Common Stock issued pursuant to the acquisition of\nanother corporation by Company by merger, purchase of all or substantially all\nof the assets, or other reorganization.\n\n              (v)  shares of Common Stock issued in an initial public offering.\n\n    5.   ATTORNEYS' FEES.  In the event either party shall commence any action\nor proceeding against the other party by reason of any breach or claimed breach\nin the performance of any of the terms or conditions of this Agreement or to\nseek a judicial declaration of rights under this Agreement, the prevailing party\nin such action shall be entitled to recover reasonable attorneys' fees and costs\nfrom the non-prevailing party.\n\n    6.   CONTROLLING LAW.  This Agreement is entered into and to be performed\nin California, and it shall be interpreted and enforced under, and all questions\nrelating thereto shall be determined in accordance with the laws of the State of\nCalifornia.\n\n    7.   WAIVER.  No waiver of any provision of this Agreement shall be deemed\nor shall constitute a waiver of any other provision, whether or not similar, nor\nshall any waiver constitute a continuing waiver.  No waiver shall be binding\nunless executed in writing by the party making the waiver.\n\n    8.   PARTIAL INVALIDITY.  The illegality, invalidity or unenforceability of\nany provision of this Agreement under the law of any jurisdiction shall not\naffect its legality, validity or enforceability under the law of any other\njurisdiction nor the legality, validity or enforceability of any other\nprovision.\n\n    9.   ENTIRE AGREEMENT.  This Agreement is intended by the parties as a\nfinal expression of their agreement and as a complete and exclusive statement of\nthe terms of their agreement with respect to its subject matter.  This Agreement\nmay not be contradicted by evidence of any prior or contemporaneous agreement,\noral or written, and this Agreement may not be explained or supplemented by\nevidence of consistent additional terms.  This Agreement supersedes, merges, and\nvoids all prior representations, statements, negotiations, understandings,\nproposed agreements, and other agreements, written or oral, relating to its\nsubject matter.\n\n\n                                          5\n\n\n\n\n    10.  AMENDMENTS.  This Agreement may not be amended, modified or\nsupplemented except by a writing executed by both parties.\n\n    11.  COUNTERPARTS.  This Agreement may be signed in any number of\ncounterparts, each an original but all one and the same instrument.\n\n    12.  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of\nthe successors and assigns of Company and any successors and permitted assigns\nof Macrovision, and shall be binding upon the successors and assigns of Company\nand of Macrovision.\n\n    13.  NOTICES.  Any notice or other communication required or permitted\nunder this Agreement shall be in writing and either personally delivered or\ndeposited in the first class United States mail, prepaid, certified or\nregistered, return receipt requested, addressed as follows:\n\n         (a)  If to Company:\n\n                        Command Audio Corporation\n                        1341 Orleans Drive\n                        Sunnyvale, California 94089\n                        Attn:  President\n\n              with a copy to:\n\n                        Brobeck, Phleger &amp; Harrison\n                        Spear Street Tower\n                        1 Market Plaza\n                        San Francisco, California 94105\n                        Attn:  William L. Hudson, Esq.\n\n         (b)  If to Macrovision:\n\n                        Macrovision Corporation\n                        1341 Orleans Drive\n                        Sunnyvale, California 94089\n                        Attn:  President\n\n              with a copy to:\n\n                        Wise &amp; Shepard LLP\n                        3030 Hansen Way, Suite 100\n                        Palo Alto, California 94304\n                        Attn:  David W. Herbst, Esq.\n\n\n                                          6\n\n\n\n\n\nNotice shall be deemed to have been given upon receipt.  Either party may change\nits address by giving written notice of such change to the other party in the\nmanner provided in this Section.\n\n    IN WITNESS WHEREOF, the parties have executed this Agreement effective as\nof the date first above written.\n\n    MACROVISION CORPORATION                 COMMAND AUDIO CORPORATION\n\n\n    By: \/s\/ William A. Krepick              By: \/s\/ Donald F. Bogue\n       ---------------------------             ---------------------------\n\n    Title: President                        Title: President\n          ------------------------                ------------------------\n\n\n                                          7\n\n\n\n                                  Exhibit A to\n                  Recapitalization and Stock Purchase Agreement\n\n\n                             MACROVISION CORPORATION\n                     RESTRICTED STOCK ACQUISITION AGREEMENT\n\n\n     This Restricted Stock Acquisition Agreement ('Agreement') is made as of\nthis 31st day of July, 1996 by and between Macrovision Corporation, a California\ncorporation ('Macrovision'), and Command Audio Corporation, a California\ncorporation ('CAC').\n\n     WHEREAS, Macrovision desires to issue and transfer shares of its Common\nStock to CAC, and CAC desires to acquire such shares upon the terms and\nconditions set forth herein.\n\n     NOW, THEREFORE, the parties agree as follows:\n\n     1.   ACQUISITION OF COMMON STOCK.\n\n          1.1  ACQUISITION.  Subject to the terms and conditions of this\nAgreement, Macrovision hereby agrees to issue and transfer to CAC, and CAC\nagrees to acquire from Macrovision upon the execution of this Agreement, three\nhundred fifty thousand (350,000) shares of Common Stock of Macrovision\n(individually a 'Share' or collectively the 'Shares') in partial consideration\nfor common stock and Series B preferred stock of CAC to be received by\nMacrovision pursuant to the Recapitalization and Stock Purchase Agreement\nentered into between CAC and Macrovision to which the form of this Agreement is\nattached as EXHIBIT A.\n\n          1.2  DELIVERY OF SHARES.  The certificates representing the Shares\nshall be held in escrow by Wise &amp; Shepard LLP, attorneys for Macrovision, as\nprovided below.\n\n     2.   UNVESTED SHARES.  For purposes of this Agreement, the term 'Unvested\nShares' initially shall mean all three hundred fifty thousand (350,000) of the\nShares being issued by Macrovision to CAC pursuant to this Agreement.  Subject\nto Section 3 below, the Shares shall become 'Vested Shares', upon the later of\n(a) the effective date of a first underwritten registration of an offering of\nthe Common Stock of Macrovision pursuant to the Securities Act of 1933, as\namended (the '1933 Act'), and (b) the occurrence of the following:\n\n          2.1  RECEIVER PROTOTYPE.  As to one hundred thousand (100,000) Shares,\nif and when CAC completes the development of a working prototype receiver having\nthe following characteristics and functionality:\n\n               (a)  Tunable to an FM radio signal.\n\n               (b)  Receives a digitized stream of voice-coded and ASCII text\nprogram material (collectively, 'files') from a subcarrier frequency of a\nbroadcast FM radio signal.\n\n               (c)  Stores files in random access 'Flash' memory.\n\n\n                                        1\n\n\n               (d)  Recalls files from memory based on user commands issued by\neither keypad or voice.\n\n               (e)  Converts voice-coded files to audible form and demonstrates\nacceptable audio quality at not more than 4.8 kilobits per second.\n\n               (f)  Converts ASCII text files to audible form (synthesized\nspeech).\n\n               (g)  Presents converted files through an imbedded speaker, a\nheadphone jack or a separate radio (using a built-in FM transmitter).\n\n               (h)  Has basic data base navigation functions, such as pause,\ncontinue, skip, return to beginning, go to end, and save.\n\n          2.2  MANUFACTURING ALLIANCE.  As to an additional one hundred fifty\nthousand (150,000) Shares, if and when the conditions of Section 2.1 have been\nmet and CAC enters into a written agreement or agreements with one or more\nleading consumer electronics manufacturer(s) and distributor(s), which\nagreements are approved by CAC's Board of Directors and satisfy CAC's current\nbusiness plan requirements for a manufacturing and distribution alliance,\nproviding to such manufacturer(s) and distributor(s) the right and obligation to\nmanufacture and sell receivers under one or more nationally-recognized consumer\nelectronics brand name(s).\n\n          2.3  CONTENT ALLIANCE. As to an additional one hundred thousand\n(100,000) Shares, if and when the conditions of Section 2.1 have been met and\nCAC enters into written agreements, approved by CAC's Board of Directors, with\nfour (4) nationally-recognized providers of audio programming under which\nprogram content is made available to CAC for broadcast to customers.\n\n     3.   SURRENDER OF UNVESTED SHARES.  Notwithstanding any provision contained\nin this Agreement to the contrary, CAC shall surrender and transfer the Unvested\nShares to Macrovision if any of the following circumstances occurs ('Surrender\nEvents'):\n\n          3.1  NOT VESTED BY DATE SPECIFIED.  Such Shares, for any reason,\ncontinue to be Unvested Shares on December 31, 1998; or such Shares, for any\nreason, continue to be Unvested Shares on November 30, 1996, and a first\nunderwritten registration of the offering of the Common Stock of Macrovision\npursuant to the 1933 Act has not become effective on or before November 30,\n1996.\n\n          3.2  ADDITIONAL EVENTS.  Any one or more of the following specified\nevents occurs:\n\n               (a)  The United States Patent Office determines that no patent is\nissuable to CAC with respect to any one or more of the patent applications\nlisted on EXHIBIT A attached hereto, or the United States Patent Office or a\ncourt of competent jurisdiction\n\n\n                                        2\n\n\ndetermines that any one or more of the patents listed on EXHIBIT A attached\nhereto or that issue with respect the patent applications listed on EXHIBIT A\nattached hereto is invalid.\n\n               (b)  A major change occurs which presents a clear, material, near\nterm threat to the continued viability of CAC's business, as evidenced by\nactions of CAC's Board of Directors indicating a significant departure from\nCAC's current business plan.\n\n     4.   NO EFFECT ON OTHER TRANSACTIONS.  The surrender of Unvested Shares\npursuant to Section 3 above shall not affect in any way the rights and\nobligations of Macrovision and CAC under the Recapitalization and Stock Purchase\nAgreement and\/or under any other agreement or agreements between the parties\nhereto.\n\n     5.   SHAREHOLDER RIGHTS; PROXY FOR UNVESTED SHARES.  Until such time as\nMacrovision actually exercises its Repurchase Option under this Agreement, CAC\nshall have all the rights of a shareholder of Macrovision with respect to the\nShares, except as set forth in Section 6 and except that CAC shall provide\nMacrovision an irrevocable proxy with respect to Unvested Shares and CAC shall\nhave no rights to receive any dividend distributions whether in cash or property\n(other than any dividend paid in shares of Macrovision stock) with respect to\nany Unvested Shares.  CAC hereby assigns to Macrovision any and all rights that\nCAC otherwise might have to receive such dividend distributions with respect to\nUnvested Shares.  CAC hereby grants to, and executes in favor of, Macrovision's\ncorporate secretary an irrevocable proxy to vote or give written consent with\nrespect to, or to abstain from voting or consenting, the Unvested Shares, which\nirrevocable proxy is coupled with an interest in such Unvested Shares as\nspecified in this Agreement.\n\n     6.   RESTRICTION ON TRANSFER.  CAC shall not sell, transfer, pledge,\nhypothecate or otherwise dispose of any Unvested Shares.\n\n     7.   ESCROW.  As security for the faithful performance of the terms of this\nAgreement and to ensure the availability for delivery of CAC's Shares upon\nexercise of the Repurchase Option herein provided for, CAC agrees to deliver to\nand deposit with Wise &amp; Shepard LLP, attorneys for Macrovision, or such other\nperson designated by Macrovision, as escrow agent in this transaction ('Escrow\nAgent'), two stock assignments duly endorsed (with date and number of Shares\nleft blank) in the form attached hereto as EXHIBIT B, together with the\ncertificate or certificates evidencing the Shares.  Said documents are to be\nheld by the Escrow Agent and delivered by the Escrow Agent pursuant to the Joint\nEscrow Instructions of Macrovision and CAC set forth in EXHIBIT C attached\nhereto and incorporated by this reference; said instructions shall also be\ndelivered to the Escrow Agent upon the execution hereof.\n\n     8.   STOCK SPLITS, ETC.  If, from time to time during the term of this\nAgreement:\n\n          (a)  there is any stock dividend or liquidating dividend of cash\nand\/or property, stock split or other change in the character or amount of or on\nany of the Shares; or\n\n\n                                        3\n\n\n          (b)  there is any consolidation, merger or sale of all, or\nsubstantially all, of the assets of Macrovision;\n\nthen, in such event, any and all new, substituted or additional securities or\nother property, if any, to which CAC is entitled by reason of his ownership of\nthe Shares shall be immediately subject to this Agreement and be included in the\nterm the 'Shares' for all purposes with the same force and effect as the Shares\npresently subject to the vesting provisions and other terms of this Agreement.\n\n     9.   LEGENDS ON SHARES.  Each certificate representing the Shares shall\nhave conspicuously printed on it the following legends, among other legends:\n\n     THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED\n     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR THE SECURITIES\n     LAWS OF THE VARIOUS STATES, AND HAS BEEN ISSUED AND SOLD PURSUANT TO AN\n     EXEMPTION FROM THE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE\n     TRANSFERRED BY THE HOLDER THEREOF AT ANY TIME, EXCEPT (1) PURSUANT TO AN\n     EFFECTIVE REGISTRATION STATEMENT, FILED UNDER THE ACT COVERING THE\n     SECURITY, OR (2) UPON DELIVERY TO COMPANY OF AN OPINION OF COUNSEL\n     SATISFACTORY TO COMPANY THAT THIS SECURITY MAY BE TRANSFERRED WITHOUT\n     REGISTRATION.\n\n     SALE, TRANSFER, OR HYPOTHECATION OF THIS SECURITY IS RESTRICTED BY THE\n     PROVISIONS OF A RESTRICTED STOCK ACQUISITION AGREEMENT ENTERED INTO BY\n     COMPANY AND THIS SHAREHOLDER (INCLUDING RIGHTS OF FIRST REFUSAL), A COPY OF\n     WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF COMPANY, AND ALL OF THE\n     PROVISIONS OF WHICH ARE INCORPORATED HEREIN.\n\n     10.  INVESTMENT REPRESENTATIONS.  As an inducement to Macrovision to issue\nthe Shares to CAC, and in order to establish the suitability for CAC of such an\ninvestment, CAC hereby makes the following representations and warranties, and\nauthorizes Macrovision to rely upon the same:\n\n          (a)  INVESTMENT INTENT.  CAC is aware of and familiar with\nMacrovision's business affairs and financial condition and has acquired\nsufficient information about Macrovision to reach a knowledgeable and informed\ndecision to acquire the Shares.  CAC is acquiring the Shares for its own account\nand not with a view to or for sale in connection with any distribution of the\nShares.\n\n          (b)  RELATIONSHIP.  CAC has either a preexisting personal or business\nrelationship with Macrovision or its partners, officers, directors or\ncontrolling persons.\n\n\n                                        4\n\n\n          (c)  EXPERIENCE.  CAC and\/or its professional advisors who are not\ncompensated by or affiliated with Macrovision or a selling agent of Macrovision\n('Representatives'), if any, have such business or financial experience so that\nCAC has the capacity to protect its own interests in connection with the\npurchase of Shares hereunder.\n\n          (d)  RISKS.  CAC understands that an investment in Macrovision is\nspeculative, that any possible profits therefrom are uncertain, and that CAC\nmust bear the economic risks of the investment in Macrovision for an indefinite\nperiod of time.  CAC is able to bear these economic risks and to hold the Shares\nfor an indefinite period.  CAC understands that there may never become effective\nan underwritten registration of the offering of the Common Stock of Macrovision\npursuant to the 1933 Act.\n\n          (e)  INFORMATION.  CAC and its Representatives, if any, have received\nall information and data with respect to Macrovision which CAC or its\nRepresentatives have requested and have deemed relevant in connection with an\nevaluation of the merits and risks of this investment in Macrovision, and do not\ndesire any further information or data with respect to Macrovision prior to the\npurchase of the Shares.\n\n          (f)  DOMICILE.  CAC has its principal place of business in the State\nof California, and does not have any present intention of moving its principal\nplace of business from California.\n\n          (g)  SECURITIES LAWS.  CAC understands that the Shares have not been\nregistered under the Securities Act of 1933, as amended (the '1933 Act'), in\nreliance on certain exemptions from registration provided by the Securities and\nExchange Commission; and that the Shares have not been registered under the\n'blue sky' laws of any state, including that the Shares have not been qualified\nor a permit obtained for issuance of securities from the California Department\nof Corporations or any other agency of the State of California.\n\n          (h)  TRANSFERS.  CAC understands that the Shares may have to be held\nindefinitely unless they are subsequently registered under the 1933 Act and\nqualified or registered under other applicable securities laws, rules and\nregulations, or unless an exemption from such qualification or registration is\navailable.\n\n          (i)  LEGENDS.  CAC understands and agrees that (i) the legends set\nforth in Section 9 will be placed on certificate(s) evidencing the Shares and on\ncertificate(s) issued to permitted transferees; (ii) the stock records of\nMacrovision will be noted with respect to such restrictions; (iii) Macrovision\nwill not be under any obligation to register the Shares or to comply with any\nexemption available for sale of the Shares without registration; and (iv) the\ninformation or conditions necessary to permit routine sales of securities of\nMacrovision under Rule 144 of the 1933 Act are not now available and it is\npossible that they never will become available.\n\n          (j)  FURTHER LIMITATIONS ON DISPOSITION.  Without in any way limiting\nCAC's representations set forth above, CAC further agrees that it shall in no\nevent make any disposition of all or any portion of the Shares, unless and\nuntil:\n\n\n                                        5\n\n\n               (i)  (A) There is then in effect a Registration Statement under\nthe 1933 Act covering such proposed disposition and such disposition is made in\naccordance with said Registration Statement; or (B) (1) CAC shall have notified\nMacrovision of the proposed disposition and shall have furnished Macrovision\nwith a detailed statement of the circumstances surrounding the proposed\ndisposition, (2) CAC shall have furnished Macrovision with an opinion of CAC's\ncounsel to the effect that such disposition will not require registration of\nsuch Shares under the 1933 Act, and (3) such opinion of CAC's counsel shall have\nbeen reasonably concurred in by counsel for Macrovision and Macrovision shall\nhave advised CAC of such concurrence;\n\n               (ii) The Shares proposed to be transferred are Vested Shares; and\n\n               (iii)     Macrovision has declined to exercise its right of first\nrefusal as set forth in Section 11 below.\n\n     11.  RIGHT OF FIRST REFUSAL FOR VESTED SHARES.\n\n          (a)  GRANT.  Macrovision is hereby granted the right of first refusal\nwith respect to any proposed sale or other transfer of any Vested Shares.  For\npurposes of this Section 11, the term 'transfer' shall include any assignment,\npledge, encumbrance or other disposition of the Vested Shares.\n\n          (b)  NOTICE OF INTENDED DISPOSITION.  In the event CAC desires to\naccept a bona fide third-party offer to purchase or otherwise acquire any or all\nof the Vested Shares (the shares subject to such offer to be hereinafter called\nthe 'Target Shares'), CAC shall promptly (i) deliver to Macrovision written\nnotice of the offer and the basic terms and conditions thereof, including the\nproposed purchase price, and (ii) provide satisfactory proof that the\ndisposition of the Target Shares to the third-party offeror would not be in\ncontravention of the representations made by CAC in Section 10 above.\n\n          (c)  EXERCISE OF RIGHT.  Macrovision (or its assignees) shall, for a\nperiod of twenty (20) days following receipt of the notice of intended\ndisposition under Section 11(b) above, have the right to repurchase any or all\nof the Target Shares specified in the notice of intended disposition, at\nMacrovision's election either (i) for a cash purchase price of Eight Dollars and\nFifty-Seven Cents ($8.57) per Share (which amount shall be appropriately\nadjusted if any event described in Section 8 occurs) or (ii) upon substantially\nthe same terms and conditions specified in such notice.  Such right shall be\nexercisable by written notice given to CAC prior to the expiration of the twenty\n(20) day exercise period.  If such right is exercised with respect to all the\nTarget Shares specified in the notice of intended disposition, Macrovision (or\nits assignees) shall effect the repurchase of the Target Shares, including\npayment of the purchase price, not more than five (5) business days thereafter,\nexcept as provided below; and at such time CAC shall deliver to Macrovision the\ncertificates representing the Target Shares to be repurchased, each certificate\nto be properly endorsed for transfer.  To the extent any of the Target Shares\nare at any time held in escrow under Section 7 above, the certificates for such\nshares shall automatically be released from escrow and surrendered to\nMacrovision for cancellation.  The\n\n\n                                        6\n\n\nTarget Shares so purchased shall thereupon be canceled and cease to be issued\nand outstanding shares of Macrovision's Common Stock.  However, should the\npurchase price specified in the notice of intended disposition be payable in\nproperty other than cash or evidences of indebtedness, Macrovision (or its\nassignees) shall have the right to pay the purchase price in the form of cash\nequal in amount to the value of such property.  If CAC and Macrovision (or its\nassignees) cannot agree on such cash value within ten (10) days after\nMacrovision's receipt of the notice of intended disposition, the valuation shall\nbe made by an appraiser of recognized standing selected by CAC and Macrovision\n(or its assignees) or, if they cannot agree on an appraiser within twenty (20)\ndays after Macrovision's receipt of such notice, each shall select an appraiser\nof recognized standing and the two appraisers shall designate a third appraiser\nof recognized standing, whose appraisal shall be determinative of such value.\nThe closing of Macrovision's purchase of stock under this Section 11 shall be\nheld on the LATER of (i) the fifth business day following Macrovision's (or its\nassignees') exercise of its repurchase rights hereunder or (ii) if a valuation\nof any property is required, the fifteenth day after such valuation is made.\n\n          (d)  NON-EXERCISE OF RIGHT.  In the event Macrovision does not give\nCAC written notice of its intent to exercise its right of first refusal within\ntwenty (20) days following the date of Macrovision's receipt of the notice of\nintended disposition under Section 11(b), CAC shall, for a period of thirty (30)\ndays thereafter, have the right to sell or otherwise dispose of the Target\nShares upon terms and conditions (including the purchase price) no more\nfavorable to the third party purchaser than those specified in the notice of\nintended disposition given to Macrovision; PROVIDED, HOWEVER, that any such sale\nor disposition must not be effected in contravention of the representations made\nby CAC in Section 10 above.  To the extent any of the Target Shares are at the\ntime held in escrow under Section 7 above, the certificates for such shares\nshall automatically be released from escrow and surrendered to CAC.  The third-\nparty purchaser shall acquire the Target Shares free and clear of all the terms\nand provisions of this Agreement.  In the event CAC does not sell or otherwise\ndispose of the Target Shares within the specified thirty (30) day period,\nMacrovision's right of first refusal shall continue to be applicable to any\nsubsequent disposition of the Target Shares by CAC.\n\n          (e)  RESTRICTIVE LEGEND.  Until such time as Macrovision's right of\nfirst refusal lapses and ceases to have effect pursuant to the provisions of\nthis Section 11, the stock certificate(s) for the Shares shall be endorsed with\nthe following additional legend:\n\n               'The shares represented by this certificate may not be sold,\nassigned, transferred, pledged or encumbered, except in conformity with the\nterms of the Restricted Stock Acquisition Agreement between Macrovision and the\nregistered holder of the shares (or his predecessor in interest).  Such\nagreement grants certain rights of first refusal to Macrovision (or its assigns)\nupon the sale, assignment, transfer, pledge or encumbrance of the shares.  A\ncopy of such agreement is on file at the principal office of Macrovision.'\n\n     12.  VOID TRANSFERS.  CAC, as a condition to purchasing the Shares, agrees\nnot to sell, transfer or pledge any Shares subject to the restriction on\ntransfer described in Section 6, other than in the manner expressly permitted in\nthis Agreement, and any such sale, transfer or pledge of the Shares in violation\nof this Agreement shall be void.  Macrovision shall not be required\n\n\n                                        7\n\n\n(a) to transfer on its books any Shares which shall have been sold or\ntransferred in violation of this Agreement, or (b) to treat as the owner of such\nShares, or to accord the right to vote as such owner or to pay dividends to any\ntransferee to whom such Shares shall have been so transferred.\n\n     13.  'MARKET STAND-OFF'.  In connection with the first underwritten\nregistration of the offering of the Common Stock of Macrovision, Macrovision (or\na representative of the underwriters) may require that CAC not sell or otherwise\ntransfer or dispose of any Shares not registered under the 1933 Act during a\nperiod (not to exceed one hundred eighty (180) days) following the effective\ndate of the registration statement of Macrovision filed under the 1933 Act,\nprovided that the principal shareholders, or the officers and directors, of\nMacrovision enter into similar agreements.  Additionally, for a period of one\n(1) year following the expiration of any such 'market stand-off' period (or if\nno such 'market stand-off' period is required, for a period of one (1) year\nfollowing the effective date of the registration statement for the Macrovision's\nfirst underwritten offering of Common Stock), CAC shall not sell in any calendar\nweek Common Stock representing more than the greater of (a) one-quarter of one\npercent (1\/4%) of the Macrovision's outstanding Common Stock and (b) one-quarter\nof the average weekly reported trading volume for the Macrovision's Common Stock\nduring the four calendar weeks immediately preceding the week in which the CAC's\nsale is to occur.\n\n     14.  ATTORNEYS' FEES.  In the event either party shall commence any action\nor proceeding against the other party by reason of any breach or claimed breach\nin the performance of any of the terms or conditions of this Agreement or to\nseek a judicial declaration of rights under this Agreement, the prevailing party\nin such action shall be entitled to recover reasonable attorneys' fees and costs\nfrom the non-prevailing party.\n\n     15.  CONTROLLING LAW.  This Agreement is entered into and to be performed\nin California, and it shall be interpreted and enforced under, and all questions\nrelating thereto shall be determined in accordance with the laws of the State of\nCalifornia.\n\n     16.  WAIVER.  No waiver of any provision of this Agreement shall be deemed\nor shall constitute a waiver of any other provision, whether or not similar, nor\nshall any waiver constitute a continuing waiver.  No waiver shall be binding\nunless executed in writing by the party making the waiver.\n\n     17.  PARTIAL INVALIDITY.  The illegality, invalidity or unenforceability of\nany provision of this Agreement under the law of any jurisdiction shall not\naffect its legality, validity or enforceability under the law of any other\njurisdiction nor the legality, validity or enforceability of any other\nprovision.\n\n     18.  ENTIRE AGREEMENT.  This Agreement, together with its Attachments and\nExhibits, is intended by the parties as a final expression of their agreement\nand as a complete and exclusive statement of the terms of their agreement with\nrespect to its subject matter.  This Agreement may not be contradicted by\nevidence of any prior or contemporaneous agreement, oral or written, and this\nAgreement may not be explained or supplemented by evidence of consistent\nadditional terms.  This Agreement supersedes, merges, and voids all prior\nrepresentations, statements,\n\n\n                                        8\n\n\nnegotiations, understandings, proposed agreements, and other agreements, written\nor oral, relating to its subject matter.\n\n     19.  AMENDMENTS.  This Agreement may not be amended, modified or\nsupplemented except by a writing executed by both parties.\n\n     20.  COUNTERPARTS.  This Agreement may be signed in any number of\ncounterparts, each an original but all one and the same instrument.\n\n     21.  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of\nthe successors and assigns of Macrovision and any successors and permitted\nassigns of CAC, and shall be binding upon the successors and assigns of\nMacrovision and of CAC.\n\n     22.  NOTICES.  Any notice or other communication required or permitted\nunder this Agreement shall be in writing and either personally delivered or\ndeposited in the first class United States mail, prepaid, certified or\nregistered, return receipt requested, addressed as follows:\n\n          (a)  If to Macrovision:\n\n                         Macrovision Corporation\n                         1341 Orleans Drive\n                         Sunnyvale, California 94089\n                         Attn:  President\n\n               with a copy to:\n\n                         Wise &amp; Shepard LLP\n                         3030 Hansen Way, Suite 100\n                         Palo Alto, California 94304\n                         Attn: David W. Herbst, Esq.\n\n          (b)  If to CAC:\n\n                         Command Audio Corporation\n                         1341 Orleans Drive\n                         Sunnyvale, California 94089\n                         Attn:  President\n\n     Notice shall be deemed to have been given upon receipt.  Either party may\nchange its address by giving written notice of such change to the other party in\nthe manner provided in this Section.\n\n     23.  PLEDGE OF VESTED SHARES.  Notwithstanding the provisions of Sections 7\nand 11(a) above, CAC shall have the right to pledge Vested Shares for the sole\npurpose of securing a loan; provided, however, that any pledgee of such Vested\nShares must first agree in writing (i) to be\n\n\n                                        9\n\n\nbound by the provisions of Section 11 above with respect to any attempt by the\npledgee to sell or otherwise transfer the ownership of any of the Vested Shares,\nand (ii) that no registration rights with respect to any of the Vested Shares\nshall be deemed transferred to or exercisable by the pledgee as a result of the\npledge of such Vested Shares.  Upon receipt by Macrovision of such written\nagreement from the intended pledgee, Macrovision shall instruct the Escrow Agent\nto release Vested Shares to CAC for the sole purpose of facilitating a pledge of\nsuch Vested Shares as set forth in this Section 23, and then only for so long as\nsuch Vested Shares are required for such pledge.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement effective as\nof the date first above written.\n\n     COMMAND AUDIO CORPORATION:    MACROVISION CORPORATION\n\n\n\n     By:                                By:\n        ----------------------------       ----------------------------\n     Title:                             Title:\n           -------------------------          -------------------------\n\n\n                                       10\n\n\nEXHIBITS TO THIS AGREEMENT:\n\nExhibit A - List of Significant Patents and Patent Applications\nExhibit B - Assignments Separate from Certificate\nExhibit C - Joint Escrow Instructions\n\n\n                                       11\n\n\n                                    EXHIBIT A\n\n               List of Significant Patents and Patent Applications\n\n\n\n                                    EXHIBIT B\n\n                      Assignments Separate From Certificate\n\n\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto\n_____________________ _____________________ (________) shares of the Common\nStock of MACROVISION CORPORATION, a California corporation, standing in the\nundersigned's name on the books of said corporation represented by Certificate\nNo. ____ herewith, and does hereby irrevocably constitute and appoint\n____________________________, as attorney-in-fact, to transfer the said stock on\nthe books of the said corporation with full power of substitution in the\npremises.\n\n\n\nDated:\n      ------------              --------------------------------\n                                (signature)\n\n                                Name:\n                                     ---------------------------\n                                    (print)\n\n\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n  FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto\n___________________ _________________ (_________) shares of the Common Stock of\nMACROVISION CORPORATION, a California corporation, standing in the undersigned's\nname on the books of said corporation represented by Certificate No. ____\nherewith, and does hereby irrevocably constitute and appoint\n_________________________, as attorney-in-fact, to transfer the said stock on\nthe books of the said corporation with full power of substitution in the\npremises.\n\n\n\nDated:\n      ------------              --------------------------------\n                                (signature)\n\n                                Name:\n                                     ---------------------------\n                                    (print)\n\n\n\n                                    EXHIBIT C\n\n                            Joint Escrow Instructions\n\n\n\n                            JOINT ESCROW INSTRUCTIONS\n\n\n     These Joint Escrow Instructions are entered into as of July 31, 1996.\n\n                                    RECITALS\n\n     MACROVISION CORPORATION, a California corporation ('Macrovision'), and the\nundersigned purchaser of stock ('CAC') desire to appoint Wise &amp; Shepard LLP, a\nLimited Liability Partnership including a Professional Corporation, or any such\nother person so designated by Macrovision as their agent ('Agent') with respect\nto certain certificate(s) evidencing shares of Macrovision's common stock\npurchased by CAC pursuant to the Restricted Stock Acquisition Agreement (the\n'Agreement'), between Macrovision and CAC dated the date hereof, to which a copy\nof these Joint Escrow Instructions is attached as EXHIBIT C.\n\n                               ESCROW INSTRUCTIONS\n\n     Macrovision and CAC hereby authorize and direct Agent to hold the\ndocuments and certificate(s) delivered to Agent pursuant to these Escrow\nInstructions and to take the following actions with respect thereto, and\nMacrovision and CAC hereby agree as follows:\n\n     1.   CAC hereby delivers and\/or agrees to deliver to Agent CAC's\ncertificate(s) evidencing the stock purchased under the Agreement ('Stock') and\ntwo (2) Assignments Separate from Certificate executed in blank.  CAC\nirrevocably authorizes Macrovision to deposit with Agent any certificates\nevidencing shares of Macrovision's stock acquired by CAC pursuant to the\nAgreement.\n\n     2.   The provisions of these Escrow Instructions shall apply for so long\nas the Stock is 'Unvested Shares' as defined in the Agreement, and thereafter\nuntil the right of first refusal set forth in Section 11 of the Agreement\nlapses.  This escrow shall terminate as to all or any portion of the Stock when\nit has become 'Vested Shares' as defined in the Agreement and the right of first\nrefusal set forth in Section 11 of the Agreement no longer applies to it.\n\n     3.   In the event that a 'Surrender Event' as defined in the Agreement\nshall occur, Macrovision shall give to CAC and Agent a written notice (the\n'Surrender Notice') which states (a) the number of Unvested Shares remaining,\nand (b) specifies the Surrender Event that has occurred.  CAC and Macrovision\nhereby irrevocably authorize and direct Agent to transfer and deliver the\nUnvested Shares as specified in the Surrender Notice, and upon Agent's receipt\nof the Surrender Notice, Agent shall deliver to Macrovision the certificate(s)\nevidencing the shares of Stock to be transferred to Macrovision.\n\n     4.   Macrovision may at any time release some or all of the Stock from the\nprovisions of these Escrow Instructions by giving written notice to CAC and\nAgent directing delivery to CAC of the shares of Stock to be released.\n\n\n\n     5.   To facilitate the exercise of Macrovision's rights upon any Surrender\nEvent and the performance of these instructions, CAC does hereby constitute and\nappoint Agent as CAC's attorney-in-fact and agent for the term of this escrow to\nexecute with respect to such securities all stock certificates, stock\nassignments or other instruments which shall be necessary or appropriate to make\nsuch securities negotiable and complete any transaction herein contemplated,\nincluding Macrovision's exercise of its right of first refusal.  CAC understands\nthat such appointment is coupled with an interest and is irrevocable.  Subject\nto the provisions of these Escrow Instructions and the restrictions of Sections\n5 and 6 of the Agreement, CAC shall exercise all rights and privileges of a\nstockholder of Macrovision while the Stock is held by Agent; provided, however,\nCAC may not sell, transfer, dispose of or in any manner encumber any shares of\nthe Stock while such shares of Stock are held by Agent hereunder.\n\n     6.   If at the time of termination of this escrow, Agent shall have in its\npossession any documents, securities, or other property belonging to CAC Agent\nshall deliver all of same to CAC and shall be discharged of all further\nobligations hereunder.\n\n     7.   Agent's duties hereunder may be altered, amended, modified or revoked\nonly by a writing signed by Macrovision and CAC, and approved by Agent.\n\n     8.   Agent shall not be personally liable for any act Agent may do or omit\nto do hereunder as escrow agent, agent for Macrovision, or attorney-in-fact for\nCAC while acting in good faith and in the exercise of Agent's own good judgment,\nand any act done or omitted by Agent pursuant to the advice of Agent's own\nattorneys shall be conclusive evidence of such good faith.\n\n     9.   Agent is hereby expressly authorized to disregard any and all\nwarnings by any of the parties hereto or by any other person, firm, corporation,\nor other entity, excepting only orders or process of courts of law, and is\nhereby expressly authorized to comply with and obey orders, judgments or decrees\nof any court. In the event Agent obeys or complies with any such order, judgment\nor decree of any court, Agent shall not be liable to any of the parties hereto\nor to any other person, firm, corporation, or other entity by reason of such\ncompliance notwithstanding that any such order, judgment or decree shall be\nsubsequently reversed, modified, annulled, set aside, vacated or found to have\nbeen entered without jurisdiction.\n\n     10.  Agent shall not be liable in any respect on account of the identity,\nauthorities or rights of the parties executing or delivering or purporting to\nexecute or deliver any agreements or documents called for by the Agreement or\nany documents or papers deposited or called for hereunder.\n\n     11.  Agent shall not be liable for the barring of any rights under the\nStatute of Limitations with respect to these Escrow Instructions or any\ndocuments deposited with Agent.\n\n     12.  Agent may resign from its duties hereunder at any time upon written\nnotice to Macrovision and CAC and delivery of all documents and certificates\nheld in this escrow to the successor escrow agent.  If a successor escrow agent\nhas not been appointed within thirty (30)\n\n\n                                       C2\n\n\ndays, Agent may deliver all such documents and certificates to Macrovision, at\nwhich time, all further responsibilities and duties of Agent shall cease.\n\n     13.  If prior to the termination of these Escrow Instructions Agent shall\nresign or otherwise cease to operate as escrow agent, a successor escrow agent\nshall be designated by the Board of Directors of Macrovision.  The Board of\nDirectors of Macrovision may, at any time, substitute another party in Agent's\nplace as escrow agent hereunder, and CAC hereby expressly accepts such\nsubstitution.\n\n     14.  Any notices required or permitted hereunder shall be in writing and\nshall be deemed effectively given if delivered personally upon receipt, if\nmailed by registered or certified mail (return receipt requested), first-class\npostage prepaid, or transferred via telex or facsimile, to the parties at the\nfollowing addresses (or at such other address for a party as shall be specified\nby like notice):\n\n          (a)  if to Macrovision, to:\n\n               MACROVISION CORPORATION\n               1341 Orleans Drive\n               Sunnyvale, CA  94089\n               Attn:  President\n\n          (b)  if to CAC, to:\n\n               COMMAND AUDIO CORPORATION\n               1341 Orleans Drive\n               Sunnyvale, CA  94089\n               Attn:  President\n\n\n          (c)  if to Agent, to:\n\n               Wise &amp; Shepard LLP\n               3030 Hansen Way, Suite 100\n               Palo Alto, California  94304\n               Attn:  David W. Herbst\n\n     15.  The provisions of these Escrow Instructions shall inure to the\nbenefit of and be binding upon the parties hereto and their respective heirs,\nexecutors, administrators, successors and assigns.\n\n     16.  This Agreement shall be governed by and construed in accordance with\nthe laws of the State of California, without giving effect to the conflict of\nlaw principles thereof.\n\n\n                                       C3\n\n\n     17.  By signing these Escrow Instructions, Agent becomes a party hereby\nonly for the purpose of said Escrow Instructions; Agent does not become a party\nto the Agreement.\n\n     18.  Agent shall be entitled to reimbursement by Macrovision for\nreasonable costs and expenses incurred in connection with the performance of the\nservices provided for herein.\n\n     19.  These Escrow Instructions contain the entire understanding of\nMacrovision and CAC, and there are no other contracts, agreements,\nunderstandings, representations, warranties, or covenants with respect to the\nsubject matter contained herein.\n\n     IN WITNESS WHEREOF, Macrovision and CAC have executed these Escrow\nInstructions as of the date first above written.\n\n                                        COMPANY:\n\n                                        MACROVISION CORPORATION\n\n\n                                        By:\n                                           -----------------------------\n                                           William A. Krepick, President\n\n\n                                        PURCHASER:\n\n                                        COMMAND AUDIO CORPORATION\n\n\n                                        By:\n                                           -----------------------------\n                                           Donald F. Bogue, President\n\n\n                                        ESCROW AGENT:\n\n                                        WISE &amp; SHEPARD LLP\n\n\n                                        By:\n                                           -----------------------------\n                                           David W. Herbst, Partner\n\n\n                                       C4\n\n\n\n                                    Exhibit B\n\n                                 PROMISSORY NOTE\n\n$355,000.00                                                        July 31, 1996\n                                                           Sunnyvale, California\n\n     FOR VALUE RECEIVED, MACROVISION CORPORATION ('Promisor') promises to pay to\nCommand Audio Corporation ('Promisee') or order, at 1341 Orleans Drive,\nSunnyvale, California 94089 or such other place as Promisee or holder hereof may\nfrom time to time designate, the principal sum of Three Hundred Fifty-Five\nThousand Dollars ($355,000.00).\n\n     1.   INTEREST RATE. Interest shall accrue on the unpaid principal portion\nof this Note at the rate of four percent (4%) per annum, simple interest.\n\n     2.   PAYMENT SCHEDULE. Principal and accrued interest shall be due and\npayable on September 30, 1996.\n\n     3.   PREPAYMENT.  Promisor shall have the right to prepay all or any part\nof the unpaid balance hereof at any time, without penalty.\n\n     4.   SECURITY AGREEMENT. Promisor has entered into a Security Agreement of\neven date herewith to secure the payment of all amounts due hereunder.\n\n     5.   WAIVERS.  Promisor waives any right of demand, presentment, notice of\nnonpayment, protest or notice of dishonor.\n\n     6.   AMENDMENT OF NOTE.  This Note may be terminated or amended only by\nprior written consent of Promisee.\n\n     7.   SEVERABILITY.  If for any reason any of the provisions of this Note\nshall be determined to be inoperative or invalid, the validity and effect of the\nother provisions hereof shall not be affected thereby and such other provisions\nshall remain in full force and effect.\n\n     8.   ATTORNEYS FEES.  In the event an action is brought by Promisee to\nenforce or to interpret the terms of this Note, the prevailing party in such\naction shall be entitled to its reasonable attorney's fees in addition to any\nother relief to which that party may be entitled.\n\n     9.   GOVERNING LAW. This Note shall be governed by and construed in\naccordance with the laws of the State of California, without giving effect to\nthe conflict of law principles thereof.\n\n                              MACROVISION CORPORATION\n\n                              By:\n                                 ---------------------------\n\n                              ------------------------------\n\n                                     (Printed Name)\n\n                              ------------------------------\n                                     (Printed Title)\n\n\n\n                                    Exhibit C\n\n                               SECURITY AGREEMENT\n\n     This Security Agreement is made as of July 31, 1996, by and between\nMacrovision Corporation, a California corporation ('Macrovision'), and Command\nAudio Corporation, a California corporation ('CAC').\n\n     1.   SECURITY INTEREST GRANTED BY MACROVISION. Macrovision hereby creates\nand grants to CAC a present and continuing security interest in the collateral\ndefined in Section 2 below (the 'Collateral') to secure the payment of all of\nall amounts due to CAC under the Promissory Note (the 'Note') issued by CAC as\nof even date herewith (the 'Obligations').\n\n     2.   COLLATERAL. The Collateral subject to the security interest created\nand granted by this Security Agreement consists of the following: all inventory,\nchattel paper, accounts receivable, contract rights, equipment, general\nintangibles, and fixtures, whether now existing or hereafter acquired.\n\n     3.   PRIORITY. To the extent that CAC has duly perfected its security\ninterest hereunder, Macrovision will not hereafter create or permit the creation\nof any security interest in the Collateral, in whole or in part, prior to the\nsecurity interest created hereby, except a purchase money security interest in\nreplacements or accessions to the Collateral.\n\n     4.   RIGHT OF POSSESSION. Subject to the terms and conditions of this\nAgreement, unless and until an Event of Default (as defined in Section 6 hereof)\noccurs, Macrovision will be entitled to the use, possession and enjoyment of the\nCollateral.\n\n     5.   COVENANTS WITH RESPECT TO THE COLLATERAL. During the term of this\nAgreement:\n\n          (a)  PRESERVATION. Macrovision will take all reasonable steps to\npreserve and protect the Collateral and the value of the same.\n\n          (b)  TAXES. Macrovision will pay all taxes on the Collateral as they\nbecome due.\n\n          (c)  FILINGS. Macrovision at its own expense will execute and deliver\nsuch instruments and documents, and cooperate fully in the filing thereof, as\nCAC reasonably requests, to evidence, perfect or preserve CAC's interest\nhereunder, including without limitation this Agreement, financing statements and\nsimilar documents; provided CAC will prepare and furnish such instruments and at\nCAC's expense.\n\n     6.   EVENTS OF DEFAULT. An Event of Default, as used, herein, will occur if\nany or all of the following remain uncured after fifteen (15) days' written\nnotice thereof to Macrovision:\n\n          (a)  If Macrovision fails to make any payment under the Note when due;\nor\n\n\n\n         (b)  If Macrovision is in breach of any warranty, statement, promise,\nterm or condition contained herein or attempts to transfer any of its rights in\nthe Collateral, in whole or in part, whether voluntarily or by operation of law,\nin violation of this Security Agreement.\n\n    7.   REMEDIES ON DEFAULT.  Upon the occurrence of any Event of Default that\nis not waived in writing by CAC, CAC will be entitled to proceed to enforce its\nrights, including but not limited to all of the rights and remedies available to\na secured party upon default under the California Commercial Code with respect\nto the collateral, including the right to possess, own, sell, lease and\notherwise dispose of the Collateral or any portion thereof at public or private\nsale on commercially reasonable terms and upon twenty (20) days' prior written\nnotice to Macrovision or such longer period as may be required by law.  CAC\nalso will have the right, at any time upon the occurrence and during the\ncontinuance of an Event of Default, and upon written notice to Macrovision of\nits intention to do so, to notify the account debtors under any accounts\nreceivable with respect to the Collateral ('Accounts Receivable') of the\nassignment of such Accounts Receivable to CAC and to direct such account debtors\nto make payment of all amounts due or to become due directly to CAC and, upon\nsuch notification and at the expense of Macrovision, to enforce collection of\nany such Accounts Receivable, and to adjust, settle or compromise the amount\nor, payment thereof, in the same manner and to the same extent as Macrovision\nmight have done.  Except as provided above, Macrovision may continue to collect\nat its own expense, all amounts due or to become due to it, and in connection\nwith such collections, at its own expense may take such action as it reasonably\nmay deem necessary or advisable to enforce such collection.  CAC will have all\nother rights and remedies provided herein and all other rights and remedies\navailable at law or in equity.\n\n    8.   TERMINATION.  This Security Agreement and the security interest\ncreated hereby will terminate only upon termination of the Note or on\nMacrovision's discharge in full of the Obligations.  Promptly upon termination\nof this Security Agreement, CAC will execute and cooperate fully in the filing\nof any termination statements reasonably requested by Macrovision.\n\n    9.   WAIVER.  Time and each of the terms, conditions and covenants of this\nSecurity Agreement are declared to be of the essence, and acceptance by CAC of\nany payment or performance after it is due will not constitute a waiver by CAC\nof any provision of this Security Agreement or of the Note.  No waiver of any\nexisting default will be a waiver of any subsequent default, and all of CAC's\nrights under this Agreement are cumulative and not alternative and are in\naddition to those otherwise available hereunder, at law or in equity.\n\n    10.  ASSIGNMENT AND DELEGATION.  No party may assign its rights, delegate\nits duties or transfer the Collateral in its possession hereunder, except as\nexplicitly permitted hereby, without the prior written consent of the other\nparty, and any attempt to do so without that consent will be void.\nMacrovision will not unreasonably withhold its consent to such assignment,\ndelegation or transfer by CAC at any time after the occurrence of an Event\nDefault.\n\n                                          2\n\n\n\n    11.  GOVERNING LAW.  This Security Agreement will be governed by and\nconstrued in accordance with the laws of the State of California.\n\n    12.  SEVERABILITY.  If any provision of this Security Agreement or the\napplication of any such provision to either party is held by a court of\ncompetent jurisdiction to be unenforceable or contrary to law, such provision\nwill be enforced to the maximum extent possible, and the other provisions of\nthis Security Agreement will remain in full force and effect.\n\n    13.  AMENDMENT.  No amendment of any provision of this Security Agreement\nwill be effective unless evidenced by a writing signed by both parties hereto.\n\n    IN WITNESS WHEREOF, the parties hereto have duly executed this Security\nAgreement as of the date first above written.\n\nMACROVISION CORPORATION\n\nBy:\n   ----------------------\n\n-------------------------\n    (Printed Name)\n\n-------------------------\n    (Printed Title)\n\n\n\nCOMMAND AUDIO CORPORATION\n\nBy:\n   ----------------------\n\n-------------------------\n    (Printed Name)\n\n-------------------------\n    (Printed Title)\n\n\n                                          3\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9622,9627],"class_list":["post-43544","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43544","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43544"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43544"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43544"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43544"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}