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Stockholders' Agreement - OpenTV Corp., OTV Holdings Ltd., Sun Microsystems Inc., Sun TSI Subsidiary Inc. and OpenTV Inc.

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                              AMENDED AND RESTATED

                            STOCKHOLDERS' AGREEMENT

                             dated October 23, 1999


                                     among


                                  OPENTV CORP.

                                      and

                              OTV HOLDINGS LIMITED

                                      and

                             SUN MICROSYSTEMS, INC.

                                      and

                            SUN TSI SUBSIDIARY, INC.

                                      and

                                 OPENTV, INC.


<PAGE>


                               TABLE OF CONTENTS
                               -----------------



                                                                            Page
                                                                            ----

1.   RECITALS...............................................................

2.   DEFINITIONS AND INTERPRETATION.........................................

3.   BUSINESS OF THE COMPANY................................................

4.   FUNDAMENTAL BUSINESS DECISIONS.........................................

5.   RESTRICTIONS ON SSI TRANSFER OF SHARES.................................

6.   INTELLECTUAL PROPERTY RIGHTS AS TO SUN AS SSI..........................

7.   GOVERNING LAW, ARBITRATION AND LIMITATION
     ON DAMAGES.............................................................

8.   DURATION AND TERMINATION...............................................

9.   WAIVERS................................................................

10.  ASSIGNMENT.............................................................

11.  ENTIRE AGREEMENT.......................................................

12.  CONFIDENTIALITY........................................................

13.  NOTICES................................................................

14.  RELATIONSHIP OF THE STOCKHOLDERS.......................................

15.  COUNTERPARTS...........................................................

16.  PARENT UNDERTAKING.....................................................



                                       i

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                   AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT


          THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "Agreement")
                                                                   ---------
is entered into as of this 23rd day of October, 1999, by and among OpenTV Corp.,
a company incorporated in the British Virgin Islands ("OTV"), OTV Holdings
                                                       ---
Limited, a company incorporated in the British Virgin Islands ("OTVH"), Sun
                                                                ----
Microsystems, Inc., a Delaware corporation ("Sun"), Sun TSI Subsidiary, Inc., a
                                             ---
Delaware corporation ("SSI"), and OpenTV, Inc., a Delaware corporation (the
                       ---
"Company").
--------

1.   RECITALS

     1.1  The Company, Myriad International Holdings BV ("MIH"), MIH Limited,
          Sun and SSI (the "Prior Stockholders") entered into that certain
          Amended and Restated Stockholders' Agreement, dated March 18, 1999
          (the "Prior Stockholders' Agreement").

     1.2  MIH has transferred its interest in the Company to OTV.

     1.3  Pursuant to that certain Termination Agreement, dated of even date
          herewith, by and among the Prior Stockholders, the Prior Stockholders'
          Agreement was terminated as to MIH and MIH Limited.

     1.4  In connection with the termination of the Prior Stockholders'
          Agreement, the Company, OTV, Sun and SSI desire to amend and restate
          the Prior Stockholders' Agreement in its entirety pursuant to this
          Agreement.

          NOW, THEREFORE, in consideration of the mutual promises set forth in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

2.   DEFINITIONS AND INTERPRETATION

     2.1  The Article, Section and subsection headings used herein are inserted
          for reference purposes only and shall not in any way affect the
          meaning or interpretation of this Agreement.
<PAGE>

     2.2  As used in this Agreement, the masculine, feminine or neuter gender,
          and the singular or plural, shall be deemed to include the others
          whenever and wherever the context so requires.

     2.3  Unless the context otherwise requires, the terms defined in this
          Section 2.3 shall have the meanings herein specified for all purposes
          of this Agreement.

          "Affiliate"           -      any Person which directly or indirectly
                                       Controls, is Controlled by, or is under
                                       common Control with, the indicated
                                       Person.

          "Agreement"           -      this Amended and Restated Stockholders'
                                       Agreement and the Schedules hereto.

          "Assignment
          Agreements"           -      shall mean the following agreements: (a)
                                       the Assignment and Bill of Sale dated as
                                       of July 1, 1996, by and between SSI and
                                       the Company's predecessor-in-interest,
                                       Thomson-Sun Interactive LLC (the "LLC");
                                                                         ---
                                       (b) the Assignment and Bill of

                                       Sale dated as of July 1, 1996, by and
                                       between Sun and SSI; and (c) the
                                       Assignment Agreement dated as of July 1,
                                       1996, by and between Sun and the LLC.

          "Board"               -      the Board of Directors of the Company.

          "BVI Fundamental
           Business Decisions"  -      (i) any business combination (whether by
                                       merger, sale of substantially all assets
                                       or stock purchase) involving a Change of
                                       Control of OTV (unless such business
                                       combination has been approved by a
                                       representative on the OTV Board
                                       designated by SSI); (ii) any amendment of
                                       the Memorandum of Association of OTV that
                                       (a) materially and adversely affects
                                       SSI's exchange rights under the Exchange
                                       Agreement or the rights, preferences or
                                       privileges of the B Ordinary Shares into
                                       which SSI's Shares of the Company are
                                       convertible, (b)

                                       2
<PAGE>

                                effects SSI in a manner more adversely than OTV
                                Holdings Limited, or (c) would impact the
                                Intellectual Property Rights licensed by SSI and
                                Sun pursuant to the License Agreements, but
                                excluding any proposed change to any such
                                Memorandum of Association which (u) increases
                                the authorized Ordinary Shares or increases the
                                authorized Preference Shares or creates a new
                                class or series of Preferred Shares, (v)
                                implements antitakeover or change of control
                                provisions, (w) changes the number of directors,
                                (x) implements or changes the indemnification
                                provisions for officers, directors or agents,
                                (y) is necessary to implement any acquisition by
                                OTV or (z) is approved by a representative on
                                the OTV Board designated by SSI; and (iii) any
                                assignment or sublicensing by OTV of the
                                Intellectual Property Rights licensed by SSI and
                                Sun pursuant to the License Agreements (either
                                alone or with other Intellectual Property
                                Rights), outside the ordinary course of business
                                or in connection with the liquidation of OTV.

        "BVI Shareholders"  -   SSI (for purposes of this Agreement, treating
                                SSI as though it had exercised in full its
                                rights under the Exchange Agreement and had
                                exchanged all of its shares of the Company for
                                shares of OTV as provided in the Exchange
                                Agreement at the then applicable exchange rate),
                                OTVH and their permitted transferees from time
                                to time in accordance with that certain
                                Shareholders Agreement dated of even date
                                herewith by and among SSI, OTVH and other
                                parties thereto.

        "BVI Shares"        -   Shares in OTV of whatever class.

        "Change of Control" -   with respect to the Company or OTV, a business
                                combination resulting in shareholders of such
                                entity immediately prior to such combination
                                ceasing to hold in excess of 50% of the voting
                                power of the other entity

                                       3
<PAGE>

                                   succeeding to, or continuing to hold or
                                   conduct the business of such entity.

        "Confidential
         Information"          -   all information and materials of a Person,
                                   patentable or otherwise, including, without
                                   limitation, computer programs, code,
                                   technical information, data, reports, know-
                                   how, patent positioning, financial
                                   information and business plans, including any
                                   negative developments, whether disclosed on,
                                   before or after July 1, 1996.

        "Control"              -   having a direct or indirect ownership
                                   interest in capital or profits exceeding
                                   fifty percent (50%) in a Person or the right
                                   to exercise over fifty percent (50%) of the
                                   voting rights with respect to the selection
                                   of the board of directors or other governing
                                   body of such Person.

        "Delaware Fundamental
        Business Decision      -   (i) any business combination (whether by
                                   merger, sale of substantially all assets or
                                   stock purchase) involving a Change of
                                   Control of the Company (unless such business
                                   combination has been approved by a
                                   representative on the OTV Board designated by
                                   SSI); (ii) any amendment of the Certificate
                                   of Incorporation of the Company that (a)
                                   materially and adversely affects SSI's
                                   exchange rights under the Exchange Agreement,
                                   (b) effects SSI in a manner more adversely
                                   than the Company, or (c) would impact the
                                   Intellectual Property Rights licensed by SSI
                                   and Sun pursuant to the License Agreements,
                                   but excluding any proposed change to the
                                   Certificate of Incorporation which (u)
                                   increases the authorized Common Stock or
                                   increases the authorized Preferred Stock or
                                   makes a new class or series of Preferred
                                   Stock, (v) implements antitakeover or change
                                   of control provisions, (w) changes the number
                                   of directors, (x) implements or changes the
                                   indemnification provisions for officers,
                                   directors or agents, (y) is

                                       4
<PAGE>

                                necessary to implement any acquisition by the
                                Company or (z) is approved by a representative
                                on the OTV Board designated by SSI; and (iii)
                                any assignment or sublicensing by the Company of
                                the Intellectual Property Rights licensed by SSI
                                and Sun pursuant to the License Agreements
                                (either alone or with other Intellectual
                                Property Rights), outside the ordinary course of
                                business or in connection with the liquidation
                                of the Company.

         "Derivative Works"  -  (i) for material subject to copyright or mask
                                work right protection, any work which as a
                                whole, represents an original work of
                                authorship, and is based upon one or more pre-
                                existing works, such as a revision,
                                modification, translation, abridgment,
                                condensation, expansion, collection, compilation
                                or any other form in which such pre-existing
                                works may be recast, transformed or adapted,
                                (ii) for patentable materials, any adaptation,
                                subset, addition, improvement or combination of
                                such materials, and (iii) for material subject
                                to trade secret protection, any new material,
                                information or data relating to and derived from
                                such material, including new material which may
                                be protectable by copyright, patent or other
                                proprietary rights, and, with respect to each of
                                the above, the preparation, use and/or
                                distribution of which, in the absence of the
                                License Agreements or other authorization from
                                the owner, would constitute infringement under
                                applicable law.

         "Exchange Agreement -  that certain Exchange Agreement, dated as of the
                                date hereof, by and among SSI and OTV.

         "Intellectual
         Property Rights"    -  all of the following worldwide legal rights: (i)
                                patents, patent applications, and patent rights;
                                (ii) rights associated with works of authorship
                                (including audiovisual works), including
                                copyrights, copyright

                                       5
<PAGE>

                                applications, and copyright registrations; (iii)
                                rights relating to the protection of trade
                                secrets and confidential information; (iv) Moral
                                Rights; (v) design rights; (vi) any rights
                                analogous to those set forth in the preceding
                                clauses and any other proprietary rights
                                relating to intangible property other than
                                trademarks, trademark registrations and
                                applications therefor, trade names, rights in
                                trade dress and packaging; and (vii) divisions,
                                continuations, renewals, reissues, and
                                extensions of the foregoing (as applicable),
                                whether existing on July 1, 1996 or thereafter
                                filed, issued, or acquired.

        "License Agreements" -  all of the following agreements: (i) the
                                Technology License Agreement dated as of July 1,
                                1996, by and between Sun and SSI; (ii) the
                                Technology Sublicense Agreement dated as of July
                                1, 1996, by and between SSI and the Company;
                                (iii) the Trade Name License Agreement dated as
                                of July 1, 1996, by and between Sun and SSI; and
                                (iv) the Trade Name Sublicense Agreement dated
                                as of July 1, 1996, by and between SSI and the
                                Company.

        "Lien"               -  any mortgage, pledge, security interest,
                                encumbrance, lien or charge of any kind,
                                including, without limitation, any conditional
                                sale or other title retention agreement, any
                                lease in the nature thereof and the filing of or
                                agreement to give any financing statement under
                                the Uniform Commercial Code or any jurisdiction
                                and including any lien or charge arising by
                                statute or other law.

        "Moral Rights"       -  any rights of paternity or integrity, any right
                                to claim authorship, to object to or prevent any
                                distortion, mutilation or modification of, or
                                other derogatory action in relation to the
                                subject work whether or not such would be
                                prejudicial to the author's honor or reputation,

                                       6
<PAGE>

                                to withdraw from circulation or control the
                                publication or distribution of the subject work,
                                and any similar right, existing under judicial
                                or statutory law of any country in the world, or
                                under any treaty, regardless of whether or not
                                such right is denominated or generally referred
                                to as a "moral" right.

          "OpenTV"      -       all (i) technology and software assigned,
                                transferred or licensed to the Company by
                                Thomson, TCE or any of their respective
                                Affiliates, (ii) technology and software,
                                including confidential information and know-how
                                contributed by Thomson, TCE, Sun and SSI to the
                                Company up to the creation of the Company on
                                July 1, 1996 and (iii) successive versions and
                                Derivative Works of any of the foregoing
                                technology and software of the Company, Thomson
                                and TCE created by any or all of them and of the
                                Shared Technology created by the Company since
                                its creation on July 1, 1996 and which fall
                                within the scope of the Existing Business
                                Objectives. OpenTV includes libraries, methods
                                of accessing and downloading distributor code
                                and data modules and the O-Code interpreter, to
                                the extent included within the foregoing
                                description. OpenTV does not, however, include
                                any of Sun's JAVA technology or any portion
                                thereof, except to the extent that JAVA
                                technology may be incorporated therein by the
                                Company pursuant to and in accordance with the
                                terms of a JAVA license entered into between the
                                Company and Sun.

          "OTV Board"   -       the Board of Directors of OTV.

          "Permitted
          Transferees"  -       a Person to whom Shares are transferred in
                                accordance with Section 5.2.

          "Person"      -       any natural person, corporation, limited
                                liability company, trust, association, company,
                                partnership, joint

                                       7
<PAGE>

                                  venture or other entity and any governmental
                                  agency, instrumentality or political
                                  subdivision.

       "Share"               -    stock in the capital of the Company of
                                  whatever class.

       "Shared Technology"   -    shall have the meaning as that term is defined
                                  in the Technology Sublicense Agreement by and
                                  between SSI and the LLC entered into as of
                                  July 1, 1996.

       "Stockholders"        -    SSI, OTV and their respective Permitted
                                  Transferees from time to time in accordance
                                  herewith.

       "Transfer"            -    in relation to any Share or any legal or
                                  beneficial interest in a Share, includes,
                                  whether voluntarily or involuntarily, (i) the
                                  sale, transfer, lease, assignment, grant,
                                  renunciation, alienation, or disposal of such
                                  Share or of any right or interest which a
                                  Person may have in the Company as a result of
                                  such right or interest in that Share; (ii)
                                  entering into any agreement in respect of the
                                  votes attached to such Share; (iii) creating
                                  or granting any Lien over or in respect of
                                  such Share; and (iv) any agreement (whether or
                                  not subject to conditions) to do or create or
                                  grant any of the foregoing.

3.   BUSINESS OF THE COMPANY

     3.1  The Stockholders and the Company agree that solely for the purposes of
          the License Agreements, the business objectives of the Company (the
          "Existing Business Objectives") are to -
          -----------------------------

          3.1.1 design, develop, commercialize and promote OpenTV in the
                interactive systems and service market place ("OpenTV
                                                               ------
                Solutions");
                ---------

          3.1.2 identify market opportunities and seek and be selected for
                contracts for the OpenTV Solutions on a worldwide basis;

          3.1.3 develop and promote open, standard interfaces for the OpenTV
                Solutions;

                                       8
<PAGE>

          3.1.4 license the OpenTV Solutions as an operating system for
                interactive services;

          3.1.5 port pieces of the OpenTV Solutions to Sun, SSI and other
                platforms; and

          3.1.6 provide support for the OpenTV Solutions.

          Notwithstanding anything to the contrary contained in any License
          Agreement, the Existing Business Objectives as defined in this
          Agreement shall be deemed the business objectives for all purposes of
          the License Agreements, including, without limitation, as that term is
          used in the defined term "Licensed Field of Use" in the License
          Agreements. The parties acknowledge and agree that the definition of
          Existing Business Objectives as provided herein is for the sole
          purpose of providing a definition for incorporation into the License
          Agreements and such definition shall in no way be construed as
          defining or limiting the business, scope or objectives of the Company,
          other than as expressly provided in the License Agreements.

4.   FUNDAMENTAL BUSINESS DECISIONS

     4.1  If the OTV Board approves of a BVI Fundamental Business Decision or
          the Board approves of a Delaware Fundamental Business Decision, the
          OTV Board or the Board, as the case may be, shall submit such matters
          to the Stockholders, in the case of a Delaware Fundamental Business
          Decision, or the BVI Shareholders, in the case of a BVI Fundamental
          Business Decision for approval.  No resolution shall be validly
          adopted nor shall any action be taken by the Company if the resolution
          or the action relates to a Delaware Fundamental Business Decision,
          unless Stockholders representing 95% of the votes exercisable by all
          Stockholders shall have voted in favor thereof or consented thereto,
          and no resolution shall be validly adopted nor shall any action be
          taken by OTV if the resolution or the action relates to a BVI
          Fundamental Business Decision, unless BVI Shareholders representing
          95% of the votes exercisable by all BVI Shareholders shall have voted
          in favor thereof or consented thereto.  For purposes of this
          Agreement, SSI shall be treated as though it had exercised in full its
          rights under the Exchange Agreement and had exchanged all of its
          shares of the Company for shares of OTV as provided in the Exchange
          Agreement at the then applicable exchange rate.

          Subject to the provisions of Sections 4.2, 4.3, 4.4, and 4.5 if the
          requisite percentage in interest of Stockholders or BVI Shareholders,
          as the case may be, as required under this Section 4.1 do not vote in
          favor of a resolution, then solely for the purposes of

                                       9
<PAGE>

          determining whether any action or matter contemplated by such
          resolution shall be effective under applicable law, no vote will be
          deemed to have been made in favor of such resolution.

     4.2  This Section 4.2, as it relates to (i) the interest in the Company
          held by SSI as of the date of this Agreement, applies to SSI in the
          context where OTV shall have voted in favor of a resolution proposed
          in respect of a Delaware Fundamental Business Decision in accordance
          with Section 4.1 and SSI shall not have voted in favor of such
          resolution in accordance therewith or to (ii) the interest in OTV held
          and/or deemed held by SSI as if SSI had exercised in full its rights
          under the Exchange Agreement and had exchanged all of its shares of
          the Company for shares of OTV as provided in the Exchange Agreement at
          the applicable exchange rate, applies to SSI in the context where OTVH
          shall have voted in favor of a resolution proposed in respect of a BVI
          Fundamental Business Decision in accordance with Section 4.1 and SSI
          shall not have voted in favor of such resolution in accordance
          therewith (either clause (i) or clause (ii) above being deemed an "SSI
                                                                             ---
          Deadlock").  In the event of an SSI Deadlock, a nominated senior
          --------
          executive of SSI and OTV shall promptly meet to attempt to resolve the
          SSI Deadlock by mutual agreement.  If such SSI Deadlock shall not have
          been resolved within fifteen (15) days after the date on which such
          SSI Deadlock first arose, SSI and OTV shall refer the matter to a
          nominated senior executive of Sun and MIH, respectively, who shall
          promptly meet to attempt to resolve the deadlock by mutual agreement.
          If such a deadlock shall not have been resolved within fifteen (15)
          days after the date on which such SSI Deadlock first arose, then the
          matter shall not be deemed approved by the Stockholders in the case a
          Delaware Fundamental Business Decision or by the BVI Shareholders in
          the case of a BVI Fundamental Business Decision. If an SSI Deadlock
          cannot be resolved through the procedures set forth above within
          thirty-one (31) days after the date on which such SSI Deadlock first
          arose, then (i) unless the BVI Shares are then traded on a U.S.
          national securities exchange and there is an unaffiliated public float
          of at least 5% of the issued and outstanding BVI Shares, OTV shall
          cause to be conducted a valuation of the Fair Market Value (as defined
          herein) of the BVI Shares held and/or deemed held by SSI, within forty
          (40) days following the expiration of such thirty-one (31) day period
          or (ii) if the BVI Shares are then traded on a national securities
          exchange and there is an unaffiliated public float of at least 5% of
          the issued and outstanding BVI Shares the Fair Market Value of the BVI
          Shares shall mean, the average of the per share closing prices of the
          BVI Shares on such exchange over the ten (10)-day period ending on the
          date on which the SSI Deadlock giving rise to this provision first
          arose.

                                       10
<PAGE>

     4.3  As used herein, the Fair Market Value of the BVI Shares held and/or
          deemed held by SSI, if the BVI Shares are not then traded on a U.S.
          national securities exchange and there is not an unaffiliated public
          float of at least 5% of the issued and outstanding BVI Shares, shall
          mean the fair value of the BVI Shares as of the date on which the SSI
          Deadlock giving rise to this provision first arose, without taking
          into account a discount to reflect the minority interest held and/or
          deemed held by SSI in OTV and shall be determined as follows. OTV
          shall cause a valuation of the Fair Market Value of the BVI Shares
          that SSI holds and/or is deemed to hold to be conducted by an
          independent investment banking firm selected by OTV, which is not then
          otherwise retained by OTV and which has recognized experience in the
          valuation of technology companies. Upon the completion of such
          valuation, OTV shall distribute a copy of the report of such valuation
          to each Stockholder. SSI may elect to cause OTV to conduct a second
          valuation of the Fair Market Value of the BVI Shares that SSI holds
          and/or is deemed to hold to be conducted by an independent investment
          banking firm selected by SSI, which is not then otherwise retained by
          SSI and which has recognized expertise in the valuation of technology
          companies. Such election of SSI shall be exercised, if at all, by the
          delivery of written notice to such effect to OTV, which shall include
          the identity of the independent investment banking firm as described
          in the preceding sentence and which shall be delivered to OTV within
          five (5) business days following receipt by SSI of the report of the
          first valuation. Such second valuation shall be completed within
          thirty (30) days following the delivery of such written notice from
          SSI to OTV in accordance with the preceding sentence. If SSI does not
          so elect to cause OTV to conduct a second valuation, then the Fair
          Market Value of the BVI Shares held and/or deemed to be held by SSI
          shall be determined from the valuation conducted by the independent
          investment banking firm selected by OTV, and all the parties hereto
          shall be bound by the decision of such investment banking firm. If SSI
          does so elect to cause OTV to conduct a second valuation, then the
          Fair Market Value of the BVI Shares held and/or deemed to be held by
          SSI shall be determined by the average of the two valuations conducted
          by such investment banking firms, and the parties hereto shall be
          bound by the decision of such investment banking firms. OTV shall pay
          all of the fees and expenses of the first valuation, and OTV and SSI
          will each pay one-half (1/2) of the fees and expenses of the second
          valuation.

     4.4  If an SSI Deadlock is not resolved by the date on which the valuation
          of the Fair Market Value of the BVI Shares held and/or deemed to be
          held by SSI is completed as described in Section 4.3, then SSI may
          resolve such SSI Deadlock by voting in favor of such resolution within
          five (5) days following the completion of such valuation, and, if SSI

                                       11
<PAGE>

     does not so vote in favor of such resolution within such five (5) day
     period, then OTV shall have the right, but not the obligation, to purchase
     all of the Shares of the Company and BVI Shares then held by SSI at the
     Fair Market Value of such Shares determined as provided in Section 4.3
     (treating all Shares as exchanged for BVI Shares) not later than ten (10)
     days following the completion of such valuation, and such right shall be
     exercised, if at all, by the delivery of written notice to such effect to
     SSI within ten (10) days following the completion of such valuation. If OTV
     is not able or does not elect to so purchase such Shares and BVI Shares in
     accordance with the preceding sentence, then OTV shall provide written
     notice (the "OTV Notice") to the BVI Shareholders within such ten (10)-day
                  ----------
     period, and OTVH shall have the right, but not the obligation, to purchase
     the Shares and BVI Shares at the Fair Market Value determined as provided
     in Section 4.3, such right to be exercised, if at all, by the delivery of
     written notice to such effect to SSI within five (5) days following receipt
     of the OTV Notice. The closing of any purchase of Shares and BVI Shares
     (including the transfer of certificates therefor) by OTV or OTVH, as the
     case may be, in accordance herewith shall occur within fifteen (15) days
     following receipt of the OTV Notice subject to the receipt of all necessary
     governmental consents and approvals. The parties hereby agree to use their
     respective reasonable best efforts to make all filings necessary to obtain
     all necessary governmental consents and approvals and the expiration or
     early termination of all waiting periods imposed by the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976, as amended. Any Shares purchased by
     OTVH pursuant to this Section 4.4 shall be immediately exchanged for BVI
     Shares in accordance with the terms set forth in the Exchange Agreement.

     4.5  Any sale of Shares or BVI Shares pursuant to the provisions set out
          above shall be subject to the following additional terms and
          conditions -

          4.5.1  the Shares or BVI Shares in question shall be sold with all
                 accrued but unpaid dividends and without any Lien;

          4.5.2  the purchase price for the Shares or BVI Shares in question
                 shall be paid in immediately available funds, in United States
                 Dollars, to a bank account (designated in writing by the
                 selling Stockholder) as soon as practicable, but in any event
                 within fifteen (15) days, after the completion of the appraisal
                 or appraisals, if applicable, described in Section 4.3 against
                 receipt by the purchaser of all certificates representing such
                 Shares or BVI Shares, duly endorsed in blank or with duly
                 executed stock powers with respect thereto;

                                       12
<PAGE>

          4.5.3  in connection with any sale pursuant to provisions set out
                 above, the terms of the License Agreements to which SSI or any
                 of its Affiliates is a party shall not be effected by such sale
                 and shall survive such sale in accordance with their terms
                 where applicable.

5.   RESTRICTIONS ON SSI TRANSFER OF SSI SHARES

     5.1  SSI undertakes that it will not Transfer any of its Shares other than
          in exchange for shares of OTV pursuant to the Exchange Agreement, or
          as otherwise expressly permitted in Section 5.2.

     5.2  SSI may, at any time and on any terms (including as to price),
          Transfer all (but not part only) of its Shares to any of its
          Affiliates, provided that -

          5.2.1  the transferor shall remain a party to this Agreement and
                 hereby agrees to guarantee the performance by the transferee of
                 its obligations pursuant to the provisions of this Agreement
                 and to indemnify the other Stockholder from and against a
                 breach by such transferee of any of its obligations under this
                 Agreement;

          5.2.2  it shall be a condition precedent to any such Transfer (and any
                 registration thereof) that the transferee agrees in writing
                 with the other Stockholder to observe, perform and be bound by
                 the terms and conditions of this Agreement as if references
                 herein to the transferor were references to the transferee;

          5.2.3  if the transferee ceases to be an Affiliate of SSI, as the case
                 may be, then the transferor shall cause the transferee to
                 Transfer to the transferor or another Affiliate of SSI, as the
                 case may be, all its Shares prior to the date of such cessation
                 in accordance with this Section 5.2.

     5.3  Any attempted Transfer by SSI other than in accordance with this
          Agreement shall be void ab initio, and the Company shall not give
                                  ---------
          effect to any Transfer made in contravention of the provisions of this
          Section 5 or any other express provision of this Agreement and shall
          not reflect on its records any change in record ownership of the
          Shares pursuant to any such attempted Transfer.

6.   INTELLECTUAL PROPERTY RIGHTS AS TO SUN AS SSI

                                       13
<PAGE>

     6.1  The Company shall promptly notify SSI of any known or suspected
          infringement or misappropriation of any Intellectual Property Rights
          licensed to the Company by SSI or by SSI's Affiliates which comes to
          the attention of the Company.  If SSI or its Affiliates do not take
          active steps to enforce such Intellectual Property Rights within sixty
          (60) days after the giving of such notice, then the Company may
          request that SSI and/or its Affiliates enforce such Intellectual
          Property Rights against the known or suspected infringer at the
          Company's expense.  In the event that the Company makes such a
          request, the Company shall explain to SSI and/or its Affiliates why
          the Company believes that SSI and/or its Affiliates should enforce
          such Intellectual Property Rights. SSI and/or its Affiliates shall
          consider such request in good faith, but shall have no obligation to
          take the requested enforcement action.  In the event that SSI and/or
          its Affiliates decide to enforce such Intellectual Property Rights in
          response to the Company's request, then (i) SSI and/or its Affiliates
          shall have sole control over the prosecution and settlement of any
          such action, although the Company may if it so desires have counsel of
          its own choosing participate in any such action, (ii) the Company
          shall pay or reimburse SSI and/or its Affiliates all costs of any such
          action (including reasonable attorneys' fees, expert witness fees and
          court costs), and (iii) all damages and settlement amounts recovered
          as a result of any such action shall be paid first to the Company to
          the extent of all costs and expenses incurred by or on behalf of the
          Company in connection with such action and the balance, if any, shall
          be paid to Sun.

     6.2  In the event that at any time during the term of this Agreement, the
          Company determines that it believes that any item of Shared Technology
          was omitted from Exhibit B of the Technology Sublicense Agreement,
          then SSI agrees to negotiate in good faith with the Company with
          respect to the amendment of such Exhibit B to include the omitted item
          in the definition of Shared Technology.

7.   GOVERNING LAW, ARBITRATION AND LIMITATION ON DAMAGES

     7.1  This Agreement shall be governed by and construed in all respects in
          accordance with the laws (without regard to the laws of conflicts of
          law) of the State of California.

     7.2  If any dispute arises between the parties in connection with -

          7.2.1  the formation or existence of, the implementation of or the
                 interpretation or application of, the provisions of the
                 parties' respective rights and obligations in terms of or
                 arising out of this Agreement or its breach or termination; or

                                       14
<PAGE>

          7.2.2  the validity, enforceability, rectification, termination or
                 cancellation, whether in whole or in part, of this Agreement,
                 or

          7.2.3  any matter affecting the interests of the parties in terms of
                 this Agreement,

          and the parties are unable to resolve their dispute, then any party
          shall be entitled to refer the dispute in the first instance, to the
          respective nominated senior officers of the Stockholders for
          resolution.

     7.3  If the matter in dispute shall not have been resolved within thirty
          (30) days of it having been so referred under Section 7.2, any
          Stockholder may refer the matter in dispute for determination by final
          arbitration in Los Angeles, California in accordance with the Rules of
          the London Court of International Arbitration ("LCIA") (which Rules
                                                          ----
          are deemed to be incorporated by reference into this clause) by a
          neutral arbitrator which shall be selected by the Stockholders
          involved in the dispute.  If such Stockholders have not selected an
          arbitrator acceptable to such Stockholders within fifteen (15) days
          after the expiration of the thirty-day period referred to in the
          preceding sentence, then each such Stockholder involved in the dispute
          shall select an arbitrator (a "Party Arbitrator") within five (5) days
                                         ----------------
          after expiration of such fifteen (15)-day period.  An additional
          arbitrator, who shall be the chairman of the tribunal, shall be
          appointed by agreement between the Party Arbitrators within thirty
          (30) days after the date on which the Party Arbitrators were selected,
          failing which, such arbitrator shall be appointed by the relevant
          appointing authority under the Rules of the LCIA.  The arbitrators
          shall establish the procedural rules applicable to the proceedings.
          The arbitration shall be governed by the substantive laws of the State
          of California, except that matters relating to Section 4 of this
          Agreement shall be governed by the substantive laws of the State of
          Delaware.  The Arbitration shall be conducted in the English language.
          Any award of such arbitration shall be final and binding upon the
          parties and this Agreement places no restriction on the jurisdiction
          in which such award shall be enforced.

     7.4  Section 7.3 shall not preclude any party from obtaining interim
          injunctive relief on an urgent basis from a court of competent
          jurisdiction, pending any decision of the arbitrators under Section
          7.3.  In addition, the parties hereto acknowledge and agree that they
          have no adequate remedy at law for any breach or threatened breach of
          any covenant or agreement contained in Section 12 and that any party
          may, in addition to the other remedies that may be available to it,
          commence proceedings in equity for an injunction preliminarily or
          permanently enjoining any other party from breaching or

                                       15
<PAGE>

          threatening any such breach of any covenant or agreement contained in
          Section 12 hereof. With respect to any such proceeding in equity, it
          shall be presumed that the remedies at law or otherwise available to
          any party would be inadequate and that it would suffer irreparable
          harm as a result of the violation of any provision hereof by any other
          party.

     7.5  The provisions of this Section -

          7.5.1  constitute an irrevocable consent by the parties to any
                 proceedings in terms hereof and no party shall be entitled to
                 withdraw therefrom or claim at any such proceedings that it is
                 not bound by such provisions;

          7.5.2  are severable from the rest of this Agreement and shall remain
                 in effect despite the termination of or invalidity for any
                 reason of this Agreement.

     7.6  In connection with any injunctive relief sought under Section 7.4,
          each party to this Agreement, by its execution hereof, (i) hereby
          irrevocably submits to the exclusive jurisdiction of the state courts
          of the State of Delaware or the United States District Court located
          in the State of Delaware, and (ii) hereby waives, to the extent not
          prohibited by applicable law, and agrees not to assert, by way of
          motion, as a defense or otherwise, in any such action, any claim that
          it is not subject personally to the jurisdiction of the above-named
          courts, that its property is exempt or immune from attachment or
          execution, that any such proceeding brought in one of the above-named
          courts is improper, or that this Agreement or the subject matter
          hereof may not be enforced in or by such court.  Each party hereto
          hereby consents to service of process in any such proceeding in any
          manner permitted by Delaware law, and agrees that service of process
          by registered or certified mail, return receipt requested, at its
          address specified pursuant to Section 13 hereof is reasonably
          calculated to give actual notice.

     7.7  No Stockholder shall be liable for any indirect, special, incidental
          or consequential loss or damage (including, without limitation, loss
          of profits or loss of use) suffered by any other Stockholder arising
          from or relating to a Stockholder's performance, non-performance,
          breach of or default under a covenant, warranty, representation, term
          or condition hereof.  Each Stockholder waives and relinquishes claims
          for indirect, special, incidental or consequential damages.

                                       16
<PAGE>

     7.8  No Stockholder shall have the right to recover punitive damages from
          the other Stockholder, and each Stockholder hereby waives and
          relinquishes any and all punitive damage claims.

     7.9  The limitations on liability and damages set forth in Section 7.7 and
          7.8 apply to all causes of action that may be asserted under this
          Agreement, whether sounding in breach of contract, breach of warranty,
          tort, product liability, negligence or otherwise.

8.   DURATION AND TERMINATION

     8.1  Except as otherwise provided herein, this Agreement shall continue in
          full force and effect without time limit until all of the Stockholders
          agree in writing to terminate this Agreement or SSI exchanges all of
          its Shares for shares of OTV pursuant to the Exchange Agreement.

9.   WAIVERS

     9.1  No delay in exercising or failure to exercise any right or remedy
          under this Agreement shall operate as a waiver thereof nor shall any
          single or partial exercise of any right or remedy preclude either the
          further exercise thereof or the exercise of any other right or remedy
          provided in this Agreement.

     9.2  In the event that any party shall expressly waive any breach, default
          or omission hereunder, without the prior written consent of the other
          parties hereto, no such waiver shall apply to, or operate as, a waiver
          of similar breaches, defaults or omissions or be deemed to be a waiver
          of any other breach, default or omission hereunder.

10.  ASSIGNMENT

     No party hereto shall be entitled to transfer this Agreement or any of its
     rights and obligations hereunder without the prior written consent of the
     other parties, except to a transferee of Shares in accordance with this
     Agreement.

11.  ENTIRE AGREEMENT

                                       17
<PAGE>

     11.1  Effective upon the execution of this Agreement by the parties hereto,
           the Prior Stockholders' Agreement shall terminate and cease to have
           any further force or effect, and this Agreement shall supercede the
           provisions of the Prior Stockholders' Agreement.

     11.2  This Agreement constitutes the entire agreement between the parties
           hereto concerning the subject matter hereof and supersedes all prior
           agreements between the parties concerning the subject matter hereof.
           Except as provided herein, no amendment, change or additions hereto
           shall be effective or binding on any party unless reduced to writing
           and executed by all of the parties hereto.

     11.3  Each of the parties acknowledges that in entering into this Agreement
           it is not relying on any representation or other statement which is
           not set out in this Agreement.

     11.4  This Agreement shall be binding upon and inure to the benefit of the
           parties hereto and their respective successors and permitted assigns.
           Subject to the immediately preceding sentence, this Agreement shall
           not run to the benefit of or be enforceable by any Person other than
           a party to this Agreement and its successors and permitted assigns.

12.  CONFIDENTIALITY

     12.1  Each of the parties hereto hereby agrees that it (and its Affiliates)
           will maintain in confidence the other parties' Confidential
           Information and will not disclose, divulge or otherwise communicate
           such Confidential Information to others, or use it for any purpose,
           except as otherwise provided or permitted under the terms of the
           License Agreements or the Assignment Agreements, and hereby agrees to
           exercise reasonable precautions including, without limitation, use of
           written agreements to prevent and restrain the unauthorized
           disclosure of such Confidential Information by any of its directors,
           officers, employees, consultants, subcontractors, sublicensees or
           agents. The provisions of this Section 12 will survive termination of
           this Agreement. Notwithstanding the foregoing, nothing in this
           Section 12.1 is intended to, nor shall it be deemed to, in any way
           alter, enlarge or diminish the rights granted to the Company in any
           of the License Agreements or Assignment Agreements.

     12.2  The provisions of Section 12.1 shall not apply to any Confidential
           Information disclosed pursuant to the License Agreements or
           Assignment Agreements in accordance therewith or otherwise which:

                                       18
<PAGE>

          (a)  was rightfully known or used by the receiving entity or its
               Affiliates (unless known on account of research or development
               done by or on behalf of the disclosing entity and distributed to
               the receiving entity or its Affiliates pursuant to
               confidentiality restrictions) prior to its date of disclosure to
               the receiving entity, as evidenced by the written records of the
               receiving entity or its Affiliates;

          (b)  either before or after the date of the disclosure to the
               receiving entity is lawfully disclosed without restriction to the
               receiving entity or its Affiliates by an independent,
               unaffiliated third party rightfully in possession of the
               Confidential Information (but only to the extent of the rights
               received from and limitations imposed by such third party);

          (c)  either before or after the date of the disclosure to the
               receiving entity becomes published or available to the public
               through no fault or omission on the part of the receiving entity
               or its Affiliates;

          (d)  is required to be disclosed by the receiving entity or its
               Affiliates to comply with applicable laws, to defend or prosecute
               litigation or to comply with governmental regulations, provided
               that the receiving entity provides prior written notice of such
               disclosure to the other entities and takes reasonable and lawful
               actions to minimize the degree of such disclosure; or

          (e)  is independently developed by the receiving entity (other than on
               account of research or development done on behalf of the
               disclosing entity pursuant to confidentiality restrictions)
               without reference to the Confidential Information, as evidenced
               by written records.


13.  NOTICES

     13.1 All notices and communications under this Agreement shall be given in
          writing and shall be delivered to the relevant party or sent by
          registered air mail or facsimile to the address of that party or that
          party's facsimile number specified in Section 13.2. Unless otherwise
          specified herein, each notice or other communication shall be deemed
          effective (i) on the date received, if personally delivered, (ii)
          eight (8) business days after being sent, if sent by registered air
          mail, or (iii) one (1) business day after being sent, if sent by
          telecopier with confirmation of transmission.

                                       19
<PAGE>

     13.2 Notices and communications shall be addressed as follows:

          if to MIH:   Myriad International Holdings BV
                       Jupiterstraat 13-15
                       2132 HC Hoofddorp
                       The Netherlands
                       Attention: Mr. Allan Rosenzweig
                       Telecopy No.: 31-23-568-6880

               With a copy to:
                       Paul, Hastings, Janofsky & Walker LLP
                       Twenty-Third Floor
                       555 South Flower Street
                       Los Angeles, California 90071-2371
                       Attention: Siobhan McBreen Burke, Esq.
                       Telecopy No.: (213) 627-0705

          if to OTV:   c/o:  Myriad International Holdings BV
                       Jupiterstraat 13-15
                       2132 HC Hoofddorp
                       The Netherlands
                       Attention: Mr. Allan Rosenzweig
                       Telecopy No.: 31-23-568-6880

               With a copy to:
                       Paul, Hastings, Janofsky & Walker LLP
                       Twenty-Third Floor
                       555 South Flower Street
                       Los Angeles, California 90071-2371
                       Attention: Siobhan McBreen Burke, Esq.
                       Telecopy No.: (213) 627-0705

          if to Sun:   Sun Microsystems, Inc.
                       901 San Antonio Road
                       Mail Stop PAL1-521
                       Palo Alto, California 94303
                       Attention: Laura Fennell, Esq.

                                       20
<PAGE>

                       Telecopy No.: (650) 336-0359

               With a copy to:
                       Fenwick & West LLP
                       Two Palo Alto Square, Suite 700
                       Palo Alto, California 94306
                       Attention: David W. Healy, Esq.
                       Telecopy No.: (650) 494-1417

          if to SSI:   Sun TSI Subsidiary, Inc.
                       c/o Sun Microsystems, Inc.
                       901 San Antonio Road
                       Mail Stop PAL1-521
                       Palo Alto, California 94303
                       Attention: Laura Fennell, Esq.
                       Telecopy No.: (650) 336-0359

               With a copy to:
                       Fenwick & West LLP
                       Two Palo Alto Square, Suite 700
                       Palo Alto, California 94306
                       Attention: David W. Healy, Esq.
                       Telecopy No.: (650) 494-1417

          if to the
          Company:     OpenTV, Inc.
                       401 E. Middlefield Road
                       Mountain View, California 94043
                       Attention: President
                       Telecopy No.: (650) 237-0808

               With a copy to:
                       Davis, Graham & Stubbs, LLP
                       410 Arapahoe Avenue
                       Boulder, Colorado 80301
                       Attention:  Jacqueline L. Studer, Esq.
                       Telecopy No.:  (303) 544-5599

                                       21
<PAGE>

           or such other address of a party, Person and/or fax number as that
           party shall have notified in writing to all other parties in
           accordance with Section 13.1

     13.3  All notices and communications shall be given and made in the English
           language.

14.  RELATIONSHIP OF THE STOCKHOLDERS

     It is expressly agreed that the relationship of any Stockholders shall be
     that of joint venturers and not that of partners.  Accordingly, the
     business of the Company shall be conducted as the business of the Company,
     and no Stockholder shall represent to any Person that such Stockholder is
     authorized to act on behalf of any of the other Stockholder or that any
     partnership, agency, employment or joint liability exists among the
     Stockholders in respect of any Person who is not a party to this Agreement.

15.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts and by
     different parties hereto in separate counterparts, with the same effect as
     if all parties had signed the same document.  All such counterparts shall
     be deemed an original, shall be construed together and shall constitute one
     and the same instrument.

16.  PARENT UNDERTAKING

     As inducement to the execution of this Agreement by the parties hereto,
     each of Sun and OTVH has executed an unconditional and irrevocable guaranty
     in substantially the forms as attached hereto as Schedule 1 and Schedule 2,
                                                      ----------     ----------
     respectively.





                            [SIGNATURE PAGES FOLLOW]

                                       22
<PAGE>

                    [SIGNATURE PAGE TO AMENDED AND RESTATED
                            STOCKHOLDERS' AGREEMENT]

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its duly authorized representative as of the date first set forth
above.


                              SUN MICROSYSTEMS, INC.

                              By: _______________________________________
                              Title: ____________________________________


                              SUN TSI SUBSIDIARY, INC.

                              By: _______________________________________
                              Title: ____________________________________


                              OPENTV, INC.

                              By: _______________________________________
                              Title: ____________________________________


                              OPENTV CORP.

                              By: ________________________________________
                              Title: _____________________________________


                              OTV HOLDINGS LIMITED

                              By:________________________________________
                              Title:_____________________________________

                                       23
<PAGE>

SCHEDULE 1:  Form of Guaranty

                                    GUARANTY
                                    --------


          For good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, Sun Microsystems, Inc., a Delaware corporation
("Sun") hereby unconditionally and irrevocably guarantees the full, complete and
-----
timely performance of all obligations, covenants and agreements of Sun TSI
Subsidiary, Inc., a Delaware corporation ("SSI"), contained in or made pursuant
                                           ---
to that certain Amended and Restated Stockholders Agreement (the "Stockholders
                                                                  ------------
Agreement") among OpenTV Corp. a company incorporated in the British Virgin
---------
Islands ("OTV"), OTV Holdings Limited, a company incorporated in the British
          ---
Virgin Islands ("OTVH"), Sun, SSI and OpenTV, Inc., a Delaware corporation (the
                 ----
"Company").
 -------

          This Guaranty shall be construed in accordance with and governed by
the laws of the State of California. Guarantor (i) hereby irrevocably submits to
the exclusive jurisdiction of the state courts of the State of California or the
United States District Court located in the State of California for the purpose
of any action, claim, cause of action or suit (in contract, tort or otherwise),
inquiry, proceeding or investigation arising out of or based upon this Guaranty
or relating to the subject matter hereof, (ii) hereby waives, to the extent not
prohibited by applicable law, and agrees not to assert, by way of motion, as a
defense or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that any such proceeding brought
in one of the above-named courts is improper, or that this Guaranty or the
subject matter hereof may not be enforced in or by such court and (iii) hereby
agrees not to commence or maintain any action, claim, cause of action or suit
(in contract, tort or otherwise), inquiry, proceeding or investigation arising
out of or based upon this Guaranty or relating to the subject matter hereof
other than before one of the above-named courts nor to make any motion or take
any other action seeking or intending to cause the transfer or removal of any
such action, claim, cause of action or suit (in contract, tort or otherwise),
inquiry, proceeding or investigation to any court other than one of the above-
named courts whether on the grounds of inconvenient forum or otherwise.
Guarantor hereby consents to service of process in any such proceeding in any
manner permitted by California law, and agrees that service of process by
registered or certified mail, return receipt requested, at its address specified
below is reasonably calculated to give actual notice.
<PAGE>

          IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed
by its duly authorized officer as of this 23rd day of October 1999.


                                         GUARANTOR

                                         SUN MICROSYSTEMS, INC.

                                         By:__________________________

                                         Title:_______________________



                                      -2-
<PAGE>

SCHEDULE 2:  Form of Guaranty

                                   GUARANTY
                                   --------


          For good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, MIH Limited, a British Virgin Islands corporation
("MIH Ltd.") hereby unconditionally and irrevocably guarantees the full,
  --------
complete and timely performance of all obligations, covenants and agreements of
OpenTV Corp., a British Virgin Islands corporation ("OTV"), contained in or made
                                                     ---
pursuant to that certain Amended and Restated Stockholders Agreement (the

"Stockholders Agreement") among OTV, OTVH, Sun Microsystems, Inc., a Delaware
-----------------------
corporation ("Sun"), Sun TSI Subsidiary, Inc. ("SSI") and OpenTV, Inc., a
              ---                               ---
Delaware corporation (the "Company").
                           -------

          This Guaranty shall be construed in accordance with and governed by
the laws of England. Guarantor (i) hereby irrevocably submits to the exclusive
jurisdiction of the courts of England for the purpose of any action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation arising out of or based upon this Guaranty or relating to the
subject matter hereof, (ii) hereby waives, to the extent not prohibited by
applicable law, and agrees not to assert, by way of motion, as a defense or
otherwise, in any such action, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that any such proceeding brought in one of
the above-named courts is improper, or that this Guaranty or the subject matter
hereof may not be enforced in or by such court and (iii) hereby agrees not to
commence or maintain any action, claim, cause of action or suit (in contract,
tort or otherwise), inquiry, proceeding or investigation arising out of or based
upon this Guaranty or relating to the subject matter hereof other than before
one of the above-named courts nor to make any motion or take any other action
seeking or intending to cause the transfer or removal of any such action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation to any court other than one of the above-named courts whether on
the grounds of inconvenient forum or otherwise.  Guarantor hereby consents to
service of process in any such proceeding in any manner permitted by English
law, and agrees that service of process by registered or certified mail, return
receipt requested, at its address specified below is reasonably calculated to
give actual notice.
<PAGE>

          IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed
by its duly authorized officer as of this 23rd day of October 1999.


                                         GUARANTOR

                                         MIH LIMITED

                                         By:__________________________

                                         Title:_______________________



                                       2