uWink, Inc.

expiry = 2009-01-15...viii) UWINK, INC. OFFER TO PURCHASE FOR CASH SHARES OF COMMON STOCK HELD BY HOLDERS OF 99 OR FEWER SHARES FOR A PURCHASE PRICE OF $0.50 NET PER SHARE AND $20.00 PER STOCKHOLDER This Offer to Purchase will expire at 5 p.m. Eastern Time on Thursday, January 15, 2009, unless the Offer is extended or earlier terminated. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS OFFER, PASSED UPON THE MERITS OR FAIRNESS OF THIS OFFER OR PASSED UPON...

mechanism = FIXED...isted of one share common stock, par value $0.001 per share (the "Common Stock"), and a warrant (the "Warrants") to purchase 1 share of Common Stock at an exercise price of $2.40 per share. Pursuant to this transaction, the Company sold 5.2 million units at a purchase price of $2.00 per unit for aggregate proceeds to the Company of $10.4 million. A registration statement on Form SB-2/A (file No. 333-144029) relating to these units was filed with the Securities and Exchange Commission and declared effective on November 5, 2007. The foregoing offering was on a best efforts agency basis and was not underwritten. The Company has...

mechanism = FIXED...own 1,000,000 shares of Common Stock of the Company as a result of its indirect ownership of common stock of the Company. CERTAIN TRANSACTIONS OF MANAGEMENT On November 7, 2007, we completed the sale, in a registered equity offering, of 5.2 million units at a purchase price of $2.00 per unit, each unit consisting of one share of common stock and warrants to purchase one share of common stock at an exercise price of $2.40, generating net proceeds to us of approximately $9.3 million. Among those participating in our registered offering were, Nolan Bushnell, our Chief Executive Officer, who purchased 31,750 units for an aggrega...

price = USD 2.0..., and a warrant (the "Warrants") to purchase 1 share of Common Stock at an exercise price of $2.40 per share. Pursuant to this transaction, the Company sold 5.2 million units at a purchase price of $2.00 per unit for aggregate proceeds to the Company of $10.4 million. A registration statement on Form SB-2/A (file No. 333-144029) relating to these units was filed with the Securities and Exchange Commission and declared effective...

price = USD 2.0...ownership of common stock of the Company. CERTAIN TRANSACTIONS OF MANAGEMENT On November 7, 2007, we completed the sale, in a registered equity offering, of 5.2 million units at a purchase price of $2.00 per unit, each unit consisting of one share of common stock and warrants to purchase one share of common stock at an exercise price of $2.40, generating net proceeds to us of approximately $9.3 million. Among those participating...

threshold = 10...mpany. As of the record date, we estimate that we had approximately 360 stockholders of record that held 99 or and fewer shares and 445 stockholders who beneficially owned 99 or fewer shares (of those 360 record shareholders we estimate that approximately 230 own fewer than 10 shares). These eligible record and beneficial stockholders hold an approximate aggregate of 23,000 shares of our common stock. As a result, these odd-lot owners hold approximately 0.2% of all of our common stock. A disproportionate amount of our administrative expense relating to stockholder accounts and reporting requirements are attributable...

txn_type = CONSOLIDATION...herein by reference. The Company assumed the uWink.com, Inc. 2000 Employee Stock Option Plan (the "2000 Plan") pursuant to our acquisition of uWink California. The 2000 Plan provides for the issuance of up to 170,305 (after giving effect to a 3.15611-for-one reverse stock split in connection with the acquisition of uWink California and to the four-for-one reverse stock split effective July 26, 2007) incentive and non-qualified stock options to our employees, officers, directors and consultants. Options granted under the 2000 Plan vest as determined by the Board of Directors, provided that any unexercised option...

txn_type = CONSOLIDATION...ctors may consider additional alternatives to achieve that result if the Board continues to believe that deregistration remains in the Company's best interests. These alternatives include another tender offer (either to all holders or odd-lot holders only), a reverse stock split or other transaction. See "Special Factors -- Effects Of The Tender Offer." Any eligible stockholder who desires to tender all of his, her or its shares should either (i) complete and sign the Authorization Card or a facsimile thereof, which is included with this Offer, in accordance with the instructions of the Authorization Card and ma...