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
RECITALSVoting Agreement • June 25th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 25th, 2002 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENTAgreement • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • Washington
1 EXHIBIT 4.2 WINK COMMUNICATIONS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTRights Agreement • June 17th, 1998 • Wink Communications Inc • California
1 EXHIBIT 10.34 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 17th, 1998 • California
EXHIBIT 10.44 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...Wink Communications Inc • July 29th, 1999 • Radio & tv broadcasting & communications equipment • California
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
UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 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
BACKGROUNDLicense Agreement • June 17th, 1998 • Wink Communications Inc • California
AGREEMENT OF DEVELOPMENT OF DEMONSTRATION SOFTWAREAgreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
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
1 EXHIBIT 10.55 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. COMMON STOCK...Wink Communications Inc • May 15th, 2001 • 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
EXHIBIT 4.3 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 May 26, 2000 by and among Wink Communications, Inc. (the...Wink Communications Inc • March 29th, 2002 • Radio & tv broadcasting & communications equipment
RECITALSRights Agreement • July 29th, 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
SOFTBANK MASTER SERVICE AGREEMENT CONFIDENTIALMaster Service Agreement • June 8th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
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 • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • New York
LOAN AGREEMENTLoan 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...Security Agreement • July 29th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
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 • August 17th, 1999 • Wink Communications Inc • Radio & tv broadcasting & communications equipment • California
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
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
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
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 10.1 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
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
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
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
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
BACKGROUNDWink Application Server License Agreement • June 8th, 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
