WINK COMMUNICATIONS INC S-1

S-1

FORM S-1

EX-3.2

CERTIFICATE OF INCORPORATION OF THE REGISTRANT

EX-3.4

FORM OF 2ND AMEND AND RESTATED CERTIFICATE OF INC.

EX-3.5

BYLAWS OF THE REGISTRANT

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

1994 STOCK PLAN AND FORM OF AGREEMENT THEREUNDER

EX-10.6

PROGRAMMER AFFILIATION AGREEMENT DATED 02/23/1999

EX-10.7

PROGRAMMER AFFILIATION AGREEMENT DATED 03/23/1999

EX-10.8

EQUITY SIDE LETTER DATED MARCH 23, 1999

EX-10.9

LETTER AGREEMENT DATED JUNE 3, 1997

EX-10.10

CABLE AFFILIATION AGREEMENT DATED 10/8/1997

EX-10.11

AFFILIATION AGREEMENT - COMCAST PROGRAMMING

EX-10.12

CABLE AFFILIATION AGREEMENT DATED JANUARY 15, 1999

EX-10.13

MASTER AFFILIATION AGREEMENT DATED 12/22/1998

EX-10.14

MASTER CABLE AFFILIATION AGREEMENT DATED 9/23/1998

EX-10.15

DEVELOPMENT AND LICENSE AGREEMENT DATED 6/8/1995

EX-10.16

DEVELOPMENT AND LICENSE AGREEMENT DATED 1/15/1996

EX-10.17

APPLICATION SERVER LICENSE AGREEMENT DATED 9/30/97

EX-10.18

ENGINE LICENSE AGREEMENT DATED 9/30/97

EX-10.19

ENGINE LICENSE AGREEMENT DATED 10/6/97

EX-10.20

ATVEF ADAPTER LICENSE AGREEMENT

EX-10.21

DEVELOPMENT & LICENSE AGREEMENT WITH THOMSON

EX-10.22

PERSONNEL SERVICES AGREEMENT

EX-10.23

LETTER AGREEMENT DATED 9/10/98

EX-10.24

AGREEMENT DATED 1/1/99

EX-10.25

MASTER SERVICE AGREEMENT DATED 6/8/98

EX-10.26

SYSTEM ADDENDUM DATED 11/25/98

EX-10.27

AGREEMENT OF DEVELOPMENT OF DEMONSTRATION SOFTWARE

EX-10.28

EQUITY SIDE LETTER DATED 2/23/99

EX-10.30

SUBLEASE BY AND BETWEEN COMPUTER ASSOCIATES

EX-10.31

LOAN AGREEMENT DATED AS OF 9/18/96

EX-10.32

WARRANT ISSUED TO GE CAPITAL CORP.

EX-10.33

AMENDED & RESTATED WARRANT ISSUED TO NBC

EX-10.34

WARRANT ISSUED TO VENTURE LENDING AND LEASING

EX-10.35

WARRANT ISSUED TO GE CAPITAL CORP. DATED 8/27/98

EX-10.37

WARRANT ISSUED TO THE WALT DISNEY COMPANY

EX-10.38

RESTRICTED STOCK PURCHASE AGREEMENT DATED 12/2/96

EX-10.39

RESTRICTED STOCK PURCHASE AGREEMENT DATED 1/15/98

EX-10.41

EMPLOYMENT LETTER TO MARY AGNES WILDEROTTER

EX-10.42

EMPLOYMENT LETTER FROM THE REGISTRANT

EX-11.1

COMPUTATION OF HISTORICAL & PRO FORMA NET LOSS

EX-21.1

LIST OF SUBSIDIARIES

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE