STOCK PURCHASE WARRANT ---------------------- (AMENDED) ---------Stock Purchase Warrant • September 26th, 2001 • Two Way Tv Us Inc • California
RECITALSJoint Venture and Stock Purchase Agreement • September 26th, 2001 • Two Way Tv Us Inc • Delaware
BRANDING AGREEMENTBranding Agreement • May 15th, 2002 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
This Branding Agreement ("Agreement"), dated as of April 30, 2002, is between Two Way TV Limited ("Licensor"), a corporation organized under the laws of England and Wales, having its principal office at Two Way TV Limited, Beaumont House, Kensington Village, Avonmore Road, London, England W148TS, and Two Way TV (US), Inc. ("Licensee"), a Delaware corporation having its principal office at 300 De Haro Street, Suite 342, San Francisco, California 94103 U.S.A. (hereinafter collectively referred to as the "Parties" and individually as a "Party").
EXHIBIT 4.1 PATENT, TRADEMARK AND LICENSE SECURITY AGREEMENT ------------------------------------------------ THIS PATENT, TRADEMARK AND LICENSE SECURITY AGREEMENT ("Security Agreement") made as of the 31st day of December, 2002, by TWO WAY TV (US)...Patent, Trademark and License Security Agreement • February 21st, 2003 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
TWO WAY TV (US), INC. 2001 STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • December 21st, 2001 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
Two Way TV (US), Inc., a Delaware corporation (the "Company"), hereby grants an Option to purchase shares of its common stock (the "Shares") to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company's 2001 Stock Option Plan (the "Plan").
AMENDMENT TO LICENSE AGREEMENT CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.License Agreement • January 24th, 2002 • Two Way Tv Us Inc • Cable & other pay television services
This Amendment ("Amendment") to the License Agreement dated March 23, 2001 is entered into by TWIN Entertainment, Inc. ("TWIN") and Digeo Technology, Inc. (formerly "Digeo Broadband Technology, Inc.") ("DIGEO") and made effective as of July 31, 2001 ("Effective Date").
AMENDED AND RESTATED TERMINATION AND LICENSE AGREEMENTTermination and License Agreement • May 15th, 2002 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
Lockton v. Interactive Network, Inc., ("dismissed without prejudice") U.S. Bankruptcy Court Northern District of California Case No. 98-34055-DM-11, Adversary No. 99-3301-DM.
TWO WAY TV (US), INC. 2001 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 21st, 2001 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
Two Way TV (US), Inc., a Delaware corporation (the "Company"), hereby grants an Option to purchase shares of its common stock (the "Shares") to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company's 2001 Stock Option Plan (the "Plan").
INTERACTIVE GAME DEVELOPMENT AGREEMENT FOR ENHANCED TVInteractive Game Development Agreement • December 21st, 2001 • Two Way Tv Us Inc • Cable & other pay television services • Virginia
THIS INTERACTIVE GAME DEVELOPMENT AGREEMENT FOR ENHANCED TV (the "Agreement"), is made as of this 18 day of October, 2000, by and between the Public Broadcasting Service ("PBS"), a District of Columbia non-profit corporation doing business at 1320 Braddock Place, Alexandria, Virginia 22314, and Twin Entertainment Inc. ("Twin"), a Delaware corporation doing business at 4929 Wilshire Blvd, Suite 930, Los Angeles, CA 90010.
Amended and Restated License AgreementLicense Agreement • May 15th, 2002 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
Without limiting the general obligations above the table below outlines the Parties' intended general split of responsibilities between Licensee and Licensor with respect to Licensor Technology, delivered in accordance with Section 4.1:
VOTING AGREEMENTVoting Agreement • February 6th, 2002 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
This Voting Agreement is made and entered into as of the day of , 2002, by and among Bruce W. Bauer ("Bauer"), William H. Green ("Green"), William L. Groeneveld ("Groeneveld"), Robert H. Hesse ("Hesse"), and Lawrence Taymor ("Taymor") (each of Bauer, Green, Groeneveld, Hesse and Taymor, and any of their respective successors selected as provided in this Agreement, being referred to in this Agreement as a "Prior IN Director" and together as the "Prior IN Directors").
TWO WAY TV (US), INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 15th, 2002 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the 30th day of April 2002, by and between TWO WAY TV (US), INC., a Delaware corporation (the "Company"), Two Way TV Limited, a corporation organized under the laws of England and Wales ("Two Way UK") and the other, as holders of shares of the Company's common stock ("Common Stock") listed on Exhibit A, if any (each, an "Investor", together, the "Investors").
TWO WAY TV (US), INC. STOCKHOLDERS AGREEMENTStockholders Agreement • May 15th, 2002 • Two Way Tv Us Inc • Cable & other pay television services • Delaware
This Stockholders Agreement ("Agreement") is made as of the 30th day of April 2002, by and among Two Way TV (US), Inc., a Delaware corporation (the "Company"); Two Way TV Limited, a corporation organized under the laws of England and Wales ("Two Way"); the independent committee (the "Independent Committee") established pursuant to the Voting Agreement entered into as of April 23, 1999 by and among Interactive Network, Inc., TCI Programming Holding Company, III, TCI Development, LLC (the successor-in-interest to TCI Development Corporation), National Broadcast Company, Inc., Sprint Corporation, and Motorola, Inc. (collectively, along with any successors-in-interest thereto, the "Voting Trust"); the voting committee created pursuant to that certain Voting Agreement dated as of April 30, 2002, by and among Bruce W. Bauer, William H. Green, William L. Groeneveld, Robert H. Hesse, and Richard W. Perkins (the "IN Committee"); and the holders of shares of Common Stock listed on EXHIBIT A (the
