UWINK, INC. WARRANTWarrant Agreement • March 9th, 2006 • uWink, Inc. • Services-prepackaged software • California
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made and entered into this 9th day of September, 2003 by and between Joyce R. Avery, an individual ("Seller"), and the KEATING REVERSE MERGER FUND, a Delaware limited...Securities Purchase Agreement • October 29th, 2003 • Prologue • Non-operating establishments • Colorado
EXHIBIT 10.25 ESCROW AGREEMENT This ESCROW AGREEMENT ("ESCROW AGREEMENT"), dated as of August ___, 2007, is entered into by and among uWink, Inc., a Delaware corporation (the "COMPANY"), Merriman Curhan Ford & Co. (the "PLACEMENT AGENT") and JPMorgan...Escrow Agreement • August 10th, 2007 • uWink, Inc. • Retail-eating places • New York
ARTICLE 1 FUNDAMENTAL LEASE PROVISIONSLease Agreement • March 31st, 2008 • uWink, Inc. • Retail-eating places • California
ARTICLE I DEFINITIONSSecurities Purchase Agreement • September 12th, 2006 • uWink, Inc. • Services-prepackaged software • California
UWINK, INC. WARRANTWarrant Agreement • August 10th, 2007 • uWink, Inc. • Retail-eating places • New York
EXHIBIT 10.22 uWink, Inc. 16106 Hart Street Van Nuys, California 91406 Ladies and Gentlemen: The undersigned (hereinafter, the "INVESTOR"), hereby confirms and agrees with the Company as follows: 1. This Subscription Agreement (the "AGREEMENT") is...Subscription Agreement • August 10th, 2007 • uWink, Inc. • Retail-eating places • New York
EXHIBIT 4.18 AGREEMENT FOR MANUFACTURE AND SALE OF U-WINK BEAR VENDING MACHINES (1) BELL-FRUIT GAMES LIMITED (company number) whose registered office is at Leengate Nottingham, Nottinghamshire NG7 2LX ("the Licensee"); and (2) U-WINK, CALIFORNIA, INC....Manufacturing Agreement • January 19th, 2007 • uWink, Inc. • Services-prepackaged software
Exhibit 4.9 THIS LINE OF CREDIT is made this 23rd day of December, 2004, by and between uWink, Inc. a Utah corporation, ("Borrower"), and Dan Lindquist, ("Lender"). Borrower is engaged in the business of manufacturing and distributing coin-operated...Line of Credit Agreement • April 17th, 2006 • uWink, Inc. • Services-prepackaged software • California
UWINK, INCConvertible Promissory Note • April 17th, 2006 • uWink, Inc. • Services-prepackaged software • California
RECITALS:Lease Termination Agreement • June 5th, 2006 • uWink, Inc. • Services-prepackaged software • California
JSK MANAGEMENT, LLC 1251 BROCKTON AVENUE #104, LOS ANGELES, CALIFORNIA 90025 - 310.678.4795 February 17, 2006 Nancy Bushnell Nolan Bushnell uWink Inc. 12536 Beatrice Street Los Angeles, CA 90066 RE: CONSULTING AGREEMENT BETWEEN JSK MANAGEMENT INC....Consulting Agreement • April 17th, 2006 • uWink, Inc. • Services-prepackaged software
EXHIBIT 2.1 SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION THIS SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered into on November 21, 2003 by and among PROLOGUE, a Utah corporation ("Prologue"), UWINK, INC.,...Securities Purchase Agreement • December 8th, 2003 • Prologue • Non-operating establishments • California
AGREEMENT ---------Asset Purchase Agreement • March 31st, 2008 • uWink, Inc. • Retail-eating places • California
WESTFIELD PROMENADE CITY OF WOODLAND HILLS COUNTY OF LOS ANGELES STATE OF CALIFORNIAAssignment, Assumption and Consent Agreement • April 17th, 2006 • uWink, Inc. • Services-prepackaged software
UWINK, INC. UNITS CONSISTING OF ___________ SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE _________ SHARES OF COMMON STOCKPlacement Agency Agreement • August 10th, 2007 • uWink, Inc. • Retail-eating places • New York
UWINK LOGO] UWINK(TM) AREA DEVELOPMENT AGREEMENTArea Development Agreement • June 25th, 2007 • uWink, Inc. • Services-prepackaged software • California
EXHIBIT 10.1 UWINK LETTERHEAD August 29, 2005 Peter Wilkniss 1665 S. Euclid Avenue San Marino, CA 91108 RE: EMPLOYMENT TERMS Dear Peter: The purpose of this letter is to set forth the terms of employment between uWink, Inc., a Utah corporation (the...Employment Agreement • November 21st, 2005 • uWink, Inc. • Services-prepackaged software • California
RECITALSLicensing and Distribution Agreement • December 8th, 2006 • uWink, Inc. • Services-prepackaged software • California
AGREEMENTAgreement • July 20th, 2006 • uWink, Inc. • Services-prepackaged software • New York
Exhibit 10.2 [uWink Letterhead] October 25, 2006 Bradley Rotter 850 Corbet Avenue Suite 6 San Francisco, CA 94131 Dear Bradley: Reference is made to the $100,000, 10% Convertible Note, dated April 19, 2006, and due October 19, 2006, between uWink,...Convertible Note Agreement • October 27th, 2006 • uWink, Inc. • Services-prepackaged software
EXHIBIT 4.20 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is dated as of January 26, 2007 by and between Interactive Vending Corporation, a Nevada Corporation, ("Licensee") and uWink, Inc., a Utah corporation ("Licensor"). Licensee and...License Agreement • February 5th, 2007 • uWink, Inc. • Services-prepackaged software • California
PURCHASE AND SALE AGREEMENT EFFECTIVE DATE: OCTOBER , 2007 BY AND BETWEEN MIYAKE FOODS, INC. a California corporation as "SELLER" AND uWINK CALIFORNIA, INC. a Delaware corporation as "BUYER"Purchase and Sale Agreement • November 2nd, 2007 • uWink, Inc. • Retail-eating places • California
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into on October , 2007 ("Effective Date"), between MIYAKE FOODS, INC., a California corporation ("Seller"), and UWINK CALIFORNIA, INC., a Delaware corporation ("Buyer").
EXHIBIT 10.1 uWink, Inc. 12536 Beatrice St. Los Angeles, CA 90066 310.827.6900 310.827.7633 fax www.uwink.com April 19, 2006 Bradley Rotter 850 Corbet Avenue Suite 6 San Francisco, CA 94131 Dear Bradley: Reference is made to the $200,000, 10%...Convertible Note Agreement • April 19th, 2006 • uWink, Inc. • Services-prepackaged software
ARTICLE I DEFINITIONSSecurities Purchase Agreement • March 9th, 2006 • uWink, Inc. • Services-prepackaged software • California
AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI- TENANT LEASE - GROSSStandard Industrial/Commercial Multi-Tenant Lease - Gross • March 31st, 2008 • uWink, Inc. • Retail-eating places
UWINK, INCConvertible Promissory Note • April 2nd, 2007 • uWink, Inc. • Services-prepackaged software • California
Exhibit 10.3 [GRAPHIC OMITTED] uWink Inc. 12536 Beatrice St. Los Angeles, CA 90066 310.827.6900 310.827.7633 fax www.uwink.com March 3, 2006 Nolan Bushnell 12536 Beatrice St. Los Angeles, CA 90066 Re: Employment Terms Dear Nolan: The purpose of this...Employment Agreement • March 9th, 2006 • uWink, Inc. • Services-prepackaged software • California
EXHIBIT C To INVENTORY PURCHASE AGREEMENTNon-Competition Agreement • February 5th, 2007 • uWink, Inc. • Services-prepackaged software • California
EXHIBIT 4.16 December 3, 2006 uWink, Inc. Attention: Chief Financial Officer Dear Peter: Pursuant to Section 7.5 of the Securities Purchase Agreement (the "Agreement") entered into as of March 3, 2006 among uWink, Inc. (the "Company") and the...Securities Purchase Agreement • January 19th, 2007 • uWink, Inc. • Services-prepackaged software
Pursuant to Section 7.5 of the Securities Purchase Agreement (the "Agreement") entered into as of March 3, 2006 among uWink, Inc. (the "Company") and the purchasers executing the Agreement, the undersigned unconditionally and irrevocably waives: (1) Any requirement in Article VI of the Agreement related to registration of the Warrants; (2) Any requirement in the Agreement of the Company to make Event Payments, including without limitation, an Event Payment if the Registration Statement is not declared effective by the Required Effectiveness Date set forth in Section 6.1(d)(i) of the Agreement; and (3) All piggyback registration rights set forth in Section 6.7 of the Agreement which otherwise would require the Company to include in any future Registration Statement all or any part of Registrable Securities any purchaser requests to be registered.
EXHIBIT 10.1 [uWink, Inc. Letterhead] September 22, 2006 John Kaufman 1251 Brockton Avenue #104 Los Angeles, CA 90025 RE: EMPLOYMENT TERMS Dear John: The purpose of this letter is to set forth the terms of employment between uWink, Inc., a Utah...Employment Agreement • September 28th, 2006 • uWink, Inc. • Services-prepackaged software • California
EXHIBIT 4.19 INVENTORY PURCHASE AGREEMENT THIS INVENTORY PURCHASE AGREEMENT ("IPA" or "Agreement") is dated as of January 26, 2007 by and between Interactive Vending Corporation, a Nevada Corporation, ("Buyer") and uWink, Inc. an Utah corporation...Inventory Purchase Agreement • February 5th, 2007 • uWink, Inc. • Services-prepackaged software • California
16106 Hart Street Van Nuys, California 91406 818.909.6030 tel 818.909.6070 fax www.uwink.comEmployment Agreement • November 21st, 2007 • uWink, Inc. • Retail-eating places • California
The purpose of this letter is to set forth the amended and restated terms of employment between uWink, Inc., a Delaware corporation (the “Company”), and you (“Executive”).
EXHIBIT 4.17 December 3, 2006 uWink, Inc. Attention: Chief Financial Officer Fax: 818 909 6070 Dear Peter: Pursuant to Section 7.5 of the Securities Purchase Agreement (the "Agreement") entered into as of September 18, 2006 among uWink, Inc. (the...Waiver • January 19th, 2007 • uWink, Inc. • Services-prepackaged software
Pursuant to Section 7.5 of the Securities Purchase Agreement (the "Agreement") entered into as of September 18, 2006 among uWink, Inc. (the "Company") and the purchasers executing the Agreement, the undersigned unconditionally and irrevocably waives: (1) Any requirement in Article VI of the Agreement related to registration of the Warrants; (2) Any requirement in the Agreement of the Company to make Event Payments, including without limitation, an Event Payment if the Registration Statement is not declared effective by the Required Effectiveness Date set forth in Section 6.1(d)(i) of the Agreement; and (3) All piggyback registration rights set forth in Section 6.7 of the Agreement which otherwise would require the Company to include in any future Registration Statement all or any part of Registrable Securities any purchaser requests to be registered.
UWINK, INC. WARRANTWarrant Agreement • November 21st, 2007 • uWink, Inc. • Retail-eating places • New York
THIS CERTIFIES that, for value received, ____________ and its registered assigns (the “HOLDER”), is entitled to subscribe for and purchase from uWINK, INC., a Delaware corporation (the “COMPANY”), up to _______ fully paid and nonassessable shares (the “WARRANT SHARES”) of common stock, $.001 par value, of the Company (the “COMMON STOCK”) at an exercise price of $[2.40] per share (the “EXERCISE PRICE”) subject to adjustment as provided in Section 3 hereof, at any time or from time to time during the period (the “EXERCISE PERIOD”) commencing on the date hereof and ending on the five year anniversary of the date hereof (the “EXPIRATION DATE”). At 6:30 p.m., New York City time on the Expiration Date, the portion of this warrant not exercised prior thereto shall be and become void and of no value.
