EXHIBIT 4.16
December 3, 2006
uWink, Inc.
Attention: Chief Financial Officer
Dear Xxxxx:
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.
Any undefined capitalized terms in this letter shall have the
meanings assigned to them in the Agreement.
Very truly yours,
By______________________________________
Name:
Title:
