Audit Committee Charter FINAL 4-25-04

OPENTV CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (as amended and restated on April 27, 2004) PURPOSE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of OpenTV Corp. (the “Company”) is to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, including oversight of the Company’s internal control over financial reporting and disclosure controls and procedures, compliance with legal and regulatory requirements, internal audit function and the appointment and compensation of the Company’s independent auditors. MEMBERSHIP The members of the Committee will be nominated and appointed by the Board and shall serve at the discretion of the Board. The Committee shall consist of at least three members, meeting the following criteria (in each case to the extent that such requirement is effective from time to time): 1. Each member will be an independent member of the Board in accordance with the rules of The Nasdaq Stock Market (“Nasdaq”); 2. Each member will meet the independence requirements for audit committee members specified by the rules of the Securities and Exchange Commission (“SEC”); 3. Each member will meet such other qualifications for membership on an audit committee as Nasdaq may promulgate from time to time, including being able to read and understand fundamental financial statements at the time of ...