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...Wink Communications Inc • June 8th, 1999 • Radio & tv broadcasting & communications equipment • California
Company FiledJune 8th, 1999 Industry Jurisdiction
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
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
AGREEMENT OF DEVELOPMENT OF DEMONSTRATION SOFTWAREAgreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
1 EXHIBIT 10.38 WINK COMMUNICATIONS, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of December 2, 1996 between Wink Communications, Inc., a California corporation (the "Company"), and Mary Agnes Wilderotter ("Purchaser"). WHEREAS...Restricted Stock Purchase Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
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
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
1 EXHIBIT 10.32 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 NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR...Common Stock Purchase Warrant • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
SOFTBANK MASTER SERVICE AGREEMENT CONFIDENTIALMaster Service Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
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...Affiliation Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
LOAN AGREEMENTLoan Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
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 • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
1 EXHIBIT 10.33 AMENDED AND RESTATED 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 NOT WITH A VIEW TO, OR IN CONNECTION...Wink Communications Inc • June 8th, 1999 • Radio & tv broadcasting & communications equipment • California
Company FiledJune 8th, 1999 Industry Jurisdiction
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 • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
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 __________...Form of Indemnification Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Delaware
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
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,...Wink Engine License Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
MASTER AFFILIATION AGREEMENT DIRECTVMaster Affiliation Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
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
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
BACKGROUNDWink Application Server License Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
EXHIBIT 10.7 CHARTER PROGRAMMER AFFILIATION AGREEMENT THIS AGREEMENT is made as of the 23rd day of March 1999, (the "Effective Date") by and between Wink Communications, Inc., a California corporation ("Wink"), whose address is 1001 Marina Village...Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
AGREEMENTAgreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment
Contract Type FiledJune 8th, 1999 Company Industry
SYSTEM ADDENDUMWink Communications Inc • June 8th, 1999 • Radio & tv broadcasting & communications equipment
Company FiledJune 8th, 1999 Industry
1 EXHIBIT 10.20 ATVEF ADOPTER LICENSE AGREEMENT This is a patent and copyright license agreement among parties wishing to adopt the Advanced Television Enhancement Forum Specification. As used in this Agreement: 1. DEFINITIONS 1.1 The "Founders" are...Atvef Adopter License Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledJune 8th, 1999 Company Industry Jurisdiction
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,...Wink Communications Inc • June 8th, 1999 • Radio & tv broadcasting & communications equipment
Company FiledJune 8th, 1999 Industry
1 EXHIBIT 10.23 September 10, 1998 General Electric Capital Corporation 260 Long Ridge Road Stamford, Connecticut 06927 Attention: Mr. Jeffrey Coats Managing Director Equity Capital Group Ladies and Gentlemen: This letter sets forth the agreement (the...Wink Communications Inc • June 8th, 1999 • Radio & tv broadcasting & communications equipment • New York
Company FiledJune 8th, 1999 Industry Jurisdiction
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...Wink Communications Inc • June 8th, 1999 • Radio & tv broadcasting & communications equipment • New York
Company FiledJune 8th, 1999 Industry Jurisdiction