RECITALSVoting Agreement • June 25th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 25th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Delaware
1 EXHIBIT 10.19 WINK ENGINE LICENSE AGREEMENT THIS AGREEMENT is made as of the 6th day of Oct, 1997 ("Effective Date") by and between WINK COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda,...License Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.51 COMMON STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS...Common Stock Purchase Warrant • March 29th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
AGREEMENTAgreement • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Washington
UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
1 EXHIBIT 10.9 June 3, 1997 Martin Yudkovitz Vice President NBC 30 Rockefeller Plaza New York, NY 10112 Gentlemen: This letter sets forth the agreement between Wink Communications, Inc. ("Wink") and NBC Multimedia, Inc. dba NBC Interactive Media...Letter Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
COMPANY NAME] Computer Associates International, Inc. One Computer Associates Plaza Islandia, NY II 788-7000 (516) DIAL CAI (342-5224) FAX (516) DIAL FAX (342-5329)Sublease Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.28 February 23, 1999 The Walt Disney Company 500 South Buena Vista Street Burbank, California 91521 Attention: Kevin Mayer Dear Kevin: This letter summarizes the principal terms of the proposed investment by The Walt Disney Company,...Investment Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 10.47 NOTE: INFORMATION IN THIS DOCUMENT MARKED WITH AN "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. MASTER AGREEMENT THIS Master Agreement is...Master Agreement • March 29th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Colorado
EXHIBIT 4.5 WINK COMMUNICATIONS, INC. CONSENT AND AMENDMENT OF INVESTOR RIGHTS AGREEMENT This Consent and Amendment of Investor Rights Agreement (the "Agreement") is effective as of January __, 2001 by and among Wink Communications, Inc., a Delaware...Investor Rights Agreement • March 29th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment
1 EXHIBIT 10.8 March 23, 1999 CBS Corporation 51 West 52nd Street New York NY 10019 Attention: Fred Reynolds Dear Fred: Reference is made to the Charter Programmer Affiliation Agreement being entered into concurrently herewith by CBS Corporation...Warrant Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.40 WINK COMMUNICATIONS, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of May 17, 1999 between Wink Communications, Inc., a California corporation (the "Company"), and Howard L. Schrott ("Purchaser"). WHEREAS Purchaser...Restricted Stock Purchase Agreement • July 29th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
LOAN AGREEMENTLoan Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
1 EXHIBIT 10.16 DEVELOPMENT AND LICENSE AGREEMENT THIS DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is made as of 15 Jan 96 (the "Effective Date"), between Wink Communications, Inc., a California corporation with offices at 2061 Challenger...Development and License Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
SOFTBANK MASTER SERVICE AGREEMENT CONFIDENTIALMaster Service Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
1 EXHIBIT 10.1 WINK COMMUNICATIONS, INC. FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of , 1998, by and between Wink Communications, Inc., a Delaware corporation (the "COMPANY"), and __________...Indemnification Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Delaware
1 EXHIBIT 10.36 WINK COMMUNICATIONS, INC. WARRANT ISSUANCE AGREEMENT This Warrant Issuance Agreement is made and entered into as of November 30, 1998 between Wink Communications, Inc., a California corporation (the "Company"), and Vulcan Ventures...Warrant Issuance Agreement • July 29th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
1 EXHIBIT 10.6 CHARTER PROGRAMMER AFFILIATION AGREEMENT THIS AGREEMENT is made as of the 23rd day of February, 1999 ("Effective Date"), by and between Wink Communications, Inc., a California corporation ("Wink"), whose address is 1001 Marina Village...Charter Programmer Affiliation Agreement • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.52 COMMON STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS...Common Stock Purchase Warrant • March 29th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
1 EXHIBIT 4.2 WINK COMMUNICATIONS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 17th, 1998 • Wink Communications Inc • California
1 EXHIBIT 10.10 CABLE AFFILIATION AGREEMENT THIS AGREEMENT is made as of the 8th day of October, 1997, by and between WINK COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501 and...Cable Affiliation Agreement • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
1 EXHIBIT 10.19 PROGRAMMING AGREEMENT THIS PROGRAMMING AGREEMENT ("Agreement") is made this 21st day of NOVEMBER, 1997 between CENTURY COMMUNICATIONS CORP. having an address of 50 Locust Ave., New Canaan, CT 06840 ("Century"), and WINK COMMUNICATIONS...Programming Agreement • June 17th, 1998 • Wink Communications Inc
1 EXHIBIT 4.6 NOTE: INFORMATION IN THIS DOCUMENT MARKED WITH AN "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. WINK COMMUNICATIONS, INC. CONSENT AND...Investor Rights Agreement • May 15th, 2001 • Wink Communications Inc • Radio & tv broadcasting & communications equipment
Page 1 2 (iii) If, after completion of steps (i) and (ii) herein above, the parties are not in agreement with respect to the proposed changes, including without limitation identification of any necessary third-party software, the parties shall meet to...Information Services Agreement • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Maryland
Exhibit 10.56 SEVENTH AMENDMENT TO MASTER AFFILIATION AGREEMENT ------------------------------------------------- This Seventh Amendment (the "Seventh Amendment") to the Master Affiliation Agreement dated as of December 22, 1998, as amended in the...Master Affiliation Agreement • August 14th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment
1 EXHIBIT 10.22 PERSONNEL SERVICES AGREEMENT Agreement Effective Date:___________________ Between GE Information Services, Inc. ("GEIS"), 401 North Washington Street, Rockville, Maryland 2085 and WINK COMMUNICATIONS ("Client"),with its principal...Personnel Services Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Maryland
BACKGROUNDWink Application Server License Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 4.4 WINK COMMUNICATIONS, INC. CONSENT AND AMENDMENT OF INVESTOR RIGHTS AGREEMENT AND CO-SALE AGREEMENT This Consent and Amendment of Investor Rights Agreement is effective as of October 20, 2000 by and among Wink Communications, Inc. (the...Investor Rights Agreement and Co-Sale Agreement • March 29th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment
1 2 1.2 For purposes of this Master Agreement, the "Operating Area" of any Affiliate System shall mean that area where such Affiliate System is authorized by the appropriate governmental agency, authority or instrumentality (if required) to operate an...Master Cable Affiliation Agreement • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
BACKGROUNDWink Engine License Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.55 WINK COMMUNICATIONS, INC. COMMON STOCK AND WARRANT ISSUANCE AGREEMENT This Common Stock and Warrant Issuance Agreement is made and entered into as of the 31 day of January, 2001 (the "Effective Date"), by and between Wink Communications,...Common Stock and Warrant Issuance Agreement • March 29th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
1 EXHIBIT 10.17 CABLE AFFILIATION AGREEMENT THIS AGREEMENT is made as of the 23rd day of February, 1998, by and between WINK COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501 and...Cable Affiliation Agreement • June 17th, 1998 • Wink Communications Inc • California
AGREEMENTService Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment
SYSTEM ADDENDUMSystem Addendum • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment
