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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

 

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 or 15(d) of the

Securities
Exchange Act of 1934

 

 

Date
of report (Date of earliest event reported): September 18, 2020

 

NTN
BUZZTIME, INC.

(Exact
name of registrant as specified in charter)

 

Delaware   001-11460   31-1103425

(State
or other jurisdiction

of
incorporation)

 

(Commission

File
Number)

 

(I.R.S.
Employer

Identification
No.)

 

6965
El Camino Real, Suite 105-Box 517
   
Carlsbad,
California
  92009
(Address
of principal executive offices)
  (Zip
Code)

 

(760)
438-7400

(Registrant’s
telephone number, including area code)

 

Not
Applicable

(Former
name or former address, if changed since last report)

 

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

 

[X] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
  Trading
Symbol(s)
  Name
of each exchange on which registered
Common
Stock
  NTN   NYSE
American

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [  ]

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[  ]

 

 

 

Item
1.01
Entry
into a Material Definitive Agreement.

 

Asset
Purchase Agreement

 

As
previously announced, NTN Buzztime, Inc. (“NTN”), entered into an agreement and plan of merger and reorganization
(the “Merger Agreement”) with Brooklyn Immunotherapeutics LLC (“Brooklyn”) on August 12, 2020, pursuant
to which, subject to the terms and conditions thereof, a wholly-owned subsidiary of NTN will be merged with and into Brooklyn
(the “Merger”), with Brooklyn surviving the Merger as a wholly-owned subsidiary of NTN.

 

When
NTN announced the signing of the Merger Agreement, NTN also announced that it was continuing to explore the sale of substantially
all of the assets relating to its current business to provide additional capital and allow the combined company following the
closing of the Merger, if it closes, to be in a position to focus exclusively on Brooklyn’s business.

 

On
September 18, 2020 (the “Execution Date”), NTN and eGames.com Holdings LLC (“eGames.com”) entered into
an asset purchase agreement (the “APA”) pursuant to which, subject to the terms and conditions thereof, NTN will sell
and assign (the “Asset Sale”) all of its right, title and interest in and to the assets relating to its current business
(the “Purchased Assets”) to eGames.com. The Purchased Assets comprise substantially all of NTN’s assets as of
the Execution Date. At the closing of the Asset Sale (the “Closing”), in addition to assuming the Assumed Liabilities
(as defined in the APA), eGames.com will pay NTN $2.0 million in cash. In connection with entering into the APA, the sole owner of eGames.com
absolutely, unconditionally and irrevocably guaranteed to NTN the full and prompt payment when due of any and all amounts, from
time to time, payable by eGames.com under the APA.

 

On
the Execution Date, an affiliate of eGames.com loaned $1,000,000 to NTN evidenced by a promissory note, which will be applied
toward the purchase price at the Closing (see “Bridge Loan,” below).

 

The
APA contains customary representations, warranties and covenants made by the parties, including covenants relating to both parties
using their efforts to cause the transactions contemplated by the APA to be satisfied, and covenants regarding the conduct of
NTN’s business between the Execution Date and the Closing.

 

Unless
the parties to the APA agree to an earlier date, the Closing is expected to occur as promptly as practicable after the conditions
to closing in the APA are satisfied or waived, and, if the conditions to closing the Merger are satisfied or waived, immediately
prior to the closing of the Merger.

 

The
Closing is subject to the satisfaction or waiver of certain closing conditions, including NTN obtaining, as required by Delaware
law, the approval of the Asset Sale by the holders of a majority of the outstanding shares of common stock of NTN entitled to
vote thereon. Each party’s obligation to close the Asset Sale is also subject to other specified customary conditions, including
(1) the representations and warranties of the other party being true and correct (subject
to certain materiality qualifications, including qualifications with respect to a Material Adverse Effect (as defined in the APA))
,
and (2) the performance in all material respects by the other party of its covenants and agreements in the APA required to be
performed on or before the Closing.

 

Under
the terms of the APA, NTN is required to file a proxy or registration statement with the U.S. Securities and Exchange Commission
(the “SEC”) to solicit the stockholder approval described above. NTN intends to satisfy this requirement by filing
a registration statement on Form S-4 with the SEC to register the shares of its common stock issuable pursuant to the Merger Agreement,
which will constitute a prospectus of NTN and proxy statement of NTN with respect to the special meeting of stockholders at which
the Asset Sale, the Merger and other proposals will be submitted to NTN’s stockholders for approval.

 

Pursuant
to the APA, NTN may not, among other things, solicit proposals relating to alternative transactions or enter into discussions
concerning or provide confidential information in connection with alternative transactions (with an exception related to the Merger)
until the earlier of the termination of the APA and the Closing. These restrictions are subject to a “fiduciary out”
provision that allows NTN under certain limited circumstances to furnish confidential information to, enter into discussions and
negotiations with, and enter into an alternative transaction with a third party and/or to make a recommendation change adverse
to the Asset Sale, which may result in payment of the termination fee described below.

 

 

NTN
will be obligated to indemnify eGames.com against specified losses that eGames.com may incur following the Closing, subject to
the terms of the APA, including certain thresholds and caps on liability, and $100,000 will be deposited into an escrow account
to secure any such indemnification claims.

 

The
APA contains certain termination rights for each party, including that either party may terminate the APA if the asset sale has
not been consummated by December 31, 2020, subject to extension under specified circumstances. The APA also provides that, upon
the termination of the APA under specified circumstances, NTN will pay eGames.com a $275,000 termination fee.

 

As
an inducement to eGames.com to enter into the APA, eGames.com required that, contingent and effective upon the Closing, Allen
Wolff, NTN’s Chief Executive Officer, become the Chief Executive Officer of eGames.com, and that his employment as NTN’s
Chief Executive Officer terminate. Mr. Wolff entered into an employment agreement with eGames.com on September 18, 2020, the effectiveness
of which is contingent upon the Closing. The board of directors of NTN and its strategic committee were made aware of the material
terms of Mr. Wolff’s employment agreement with eGames.com and considered them before approving the APA and the transactions
contemplated thereby. Neither the board of directors of NTN, nor its strategic committee, nor any advisor to NTN, was involved
in the negotiations regarding the terms of Mr. Wolff’s employment with eGames.com.

 

Under
the terms of the APA, eGames.com may make offers of employment to other of NTN’s employees selected by them, provided that
any employment offers made to NTN employees must (1) have terms regarding compensation and employee benefits that meet the standards
specified in the APA, which, among other things, require that the employment offers provide the offered employee with a base salary
or wage rate that is no less favorable than the base salary or wage rate for such employee immediately before the Execution Date,
and employee benefits that are no less favorable, in the aggregate, than for similarly situated employees of eGames.com, and (2)
be effective subject to and upon the occurrence of the Closing.

 

Bridge
Loan

 

In
connection with the APA, on September 18, 2020, NTN issued to Fertilemind Management, LLC, an affiliate of eGames.com, an unsecured
promissory note (“Note”) in the principal amount of $1,000,000, evidencing a $1,000,000 loan received from Fertilemind
Management, LLC on behalf of eGames.com. NTN may use the loan proceeds for, among other things, the payment of obligations related
to the transactions contemplated by the APA and the Merger and other general working capital purposes. The principal amount accrues
interest at rate of 8% per annum (increasing to 15% per annum upon the occurrence of an event of default), compounded annually.
The principal amount of the Note and accrued interest thereon is due and payable upon the earlier of (i) the termination of the
APA, (ii) the closing of a Business Combination (as defined in the Note), and (iii) December 31, 2020. Upon the Closing of the
Asset Sale, the outstanding principal amount of the Note and all accrued and unpaid interest thereon will be applied against the
purchase price under the APA, and the Note will be extinguished.

 

All
of NTN’s obligations under the Note are subordinate to the indebtedness and all other obligations owed by NTN to Avidbank
including under the loan and security agreement, dated as of September 28, 2018 and as amended from time to time, between NTN
and Avidbank.

 

The
Note includes customary events of default, including if any portion of the Note is not paid when due; if NTN defaults in the performance
of any other material term, agreement, covenant or condition of the Note, subject to a cure period; if any final judgment for
the payment of money is rendered against NTN and NTN does not discharge the same or cause it to be discharged or vacated within
90 days; if NTN makes an assignment for the benefit of creditors, if NTN generally does not pay its debts as they become due;
if a receiver, liquidator or trustee of NTN is appointed, or if NTN is adjudicated a bankrupt or insolvent. In the event of an
event of default, the Note will accelerate and become immediately due and payable at the option of the holder.

 

The
foregoing descriptions of the APA, the personal guaranty, and the Note do not purport to be complete and are qualified in
their entirety by the full text of the APA, the personal guaranty, and the Note, copies of which are filed as exhibits to this report and are
incorporated by reference herein. The APA has been attached to provide investors with information regarding its terms. It is
not intended to provide any other factual information about NTN or eGames.com or otherwise to modify or supplement any
factual disclosures about NTN or eGames.com in their respective reports filed with the SEC. The representations, warranties
and covenants of each party in the APA have been made only for the purposes of, and were and are solely for the benefit of
the parties to, the APA, may be subject to limitations agreed upon by the contracting parties, and may be subject to
standards of materiality applicable to the contracting parties that differ from those generally applicable to SEC filings,
and may have been used for purposes of allocating risk among the parties. Certain of the exhibits and schedules that are a
part of the APA are not being filed and contain information that modifies, qualifies and creates exceptions to the
representations and warranties and certain covenants in the APA. Accordingly, the representations and warranties may not
describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them
as statements of fact.

 

 

Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The
information reported in Item 1.01 above regarding the Note is incorporated by reference herein.

 

Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

 

(b)
The information reported in Item 1.01 above regarding Mr. Wolff’s anticipated employment as the Chief Executive Officer
of eGames.com and the related termination of Mr. Wolff’s employment at NTN, in each case contingent and effective upon the
Closing, is incorporated by reference herein.

 

(e)
On September 18, 2020, NTN and Mr. Wolff entered into an amendment to his employment agreement. Under the terms of the amendment,
if Mr. Wolff is continuously employed by NTN through the consummation of a change in control (as defined in his employment agreement)
and such transaction is consummated before March 31, 2021 (a “Qualifying CiC”), then he is eligible to receive a cash
bonus of $162,500, subject to tax withholding and other authorized deductions and subject to Mr. Wolff delivering a general release
of claims in favor of NTN, and NTN will pay his COBRA premiums for up to six months following the termination of his employment
with NTN or, if earlier, until he becomes eligible for medical insurance coverage in connection with new employment. Mr. Wolff
agreed that he will not be eligible for his severance payments or benefits under the terms of his employment agreement upon the
consummation of a Qualifying CiC because his employment with NTN will automatically terminate upon the consummation of such Qualifying
CiC due to his resignation without good reason (as defined in his employment agreement).

 

The
foregoing description of the amendment to Mr. Wolff’s employment agreement does not purport to be complete and is qualified
in its entirety by the full text of such amendment, a copy of which is filed as an exhibit to this report and are incorporated
by reference herein.

 

Item
7.01
Regulation
FD Disclosure.

 

On
September 18, 2020, NTN issued a press release relating to the signing of the APA, a copy of which is attached as Exhibit 99.1
to this report and is incorporated by reference herein.

 

On
September 18, 2020, NTN issued three separate question and answer sheets, one for each of its employees, vendors and customers
and players, in connection with the matters described in Item 1.01, copies of which are attached as Exhibits 99.2, 99.3, and 99.4,
respectively, to this report and are incorporated by reference herein.

 

By
furnishing the information in this Item 7.01 and Exhibits 99.1, 99.2, 99.3, and 99.4 hereto, NTN makes no admission as to the
materiality of any information in this report. The information contained in this Item 7.01 and Exhibits 99.1, 99.2, 99.3, and
99.4 hereto is intended to be considered in the context of NTN’s filings with the SEC and other public announcements that
NTN makes, by press release or otherwise, from time to time. NTN undertakes no duty or obligation to publicly update or revise
the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any
such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other
public disclosure.

 

The
information furnished pursuant to this Item 7.01 and Exhibits 99.1, 99.2, 99.3, and 99.4 hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

*
* * * * * * * * * * * * *

 

 

No
Offer or Solicitation

 

This
report is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or the
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer
of securities in connection with the proposed Merger shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.

 

Additional
Information and Where to Find It

 

In
connection with the proposed Merger and Asset Sale, NTN intends to file relevant materials with the SEC, including a registration
statement on Form S-4 that will contain a proxy statement and a prospectus of NTN and a consent solicitation statement of Brooklyn,
which proxy statement/prospectus/consent solicitation statement will be mailed or otherwise disseminated to NTN stockholders and
the beneficial holders of Brooklyn’s Class A membership units if and when it becomes available. INVESTORS AND SECURITY HOLDERS
OF NTN AND BROOKLYN ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NTN, BROOKLYN, THE PROPOSED MERGER AND ASSET SALE, AND RELATED MATTERS. The proxy
statement/prospectus/consent solicitation statement and other relevant materials (when they become available) and any other documents
filed by NTN with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by NTN by directing a written request to: NTN Buzztime, Inc.,
6965 El Camino Real, Suite 105-Box 517, Carlsbad, California 92009. Investors and security holders are urged to read the proxy
statement/prospectus/consent solicitation statement and the other relevant materials when they become available before making
any voting or investment decision with respect to the proposed Merger and Asset Sale.

 

Participants
in the Solicitation

 

NTN
and its directors, executive officers and certain other members of management and employees, Brooklyn and its managers and officers
and eGames.com and its managers and officers may, under SEC rules, be deemed to be participants in the solicitation of proxies
from the stockholders of NTN with respect to the proposed Merger and Asset Sale and related matters. Information about the directors
and executive officers of NTN, including their ownership of shares of common stock is set forth in NTN’s Annual Report on
Form 10-K for the year ended December 31, 2019 filed with the SEC on March 19, 2020, as amended on April 27, 2020 (the “2019
Annual Report”). To the extent that holdings of NTN’s securities have changed since the amounts printed in the 2019
Annual Report, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from NTN
stockholders, including a description of their interests in the proposed Merger and Asset Sale, by security holdings or otherwise,
will be included in the proxy statement/prospectus/consent solicitation statement and other relevant documents to be filed with
the SEC when they become available. As described above, these documents will be available free of charge at the SEC’s website
or by directing a written request to NTN. Neither the managers or officers of Brooklyn nor the managers or officers of eGames.com
currently hold any interests, by security holdings or otherwise, in NTN.

 

 

Forward-Looking
Statements

 

This
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act, which are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are any statements that are not statements of historical fact and may be identified by
terminology such as “expect,” “intend,” “plan,” “believe,” “anticipate,”
“may,” “will,” “would,” “should,” “could,” “contemplate,”
“estimate,” “predict,” “potential” or “continue,” or the negative of these terms
or other similar words. These forward-looking statements include, but are not limited to, statements concerning: completion of
the proposed Merger and Asset Sale and the anticipated timing thereof and potential management changes following the Asset Sale.
Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not
guarantees of future performance.

 

Actual
results could differ materially from those stated or implied in any forward-looking statement as a result of various factors,
including, but not limited to: (i) risks that the conditions to the closing of the proposed Merger and/or Asset Sale are not satisfied,
including the failure of NTN and Brooklyn to timely obtain the requisite stockholder and member approvals for the Merger and/or
Asset Sale and related matters or to meet the net cash and capitalization requirements under the Merger Agreement, as applicable;
(ii) uncertainties as to the timing of the consummation of the proposed Merger and Asset Sale and the ability of each party to
consummate the proposed Merger and Asset Sale; (iii) risks related to NTN’s and Brooklyn’s ability to manage their
respective operating expenses and expenses associated with the proposed Merger and Asset Sale, as applicable, pending closing
of the Merger; (iv) the risk that, as a result of adjustments to the exchange ratio, NTN stockholders and Brooklyn members could
own more or less of the combined company than is currently anticipated; (v) NTN’s continued listing on the NYSE American;
(vi) uncertainties related to the impact of the COVID-19 pandemic on the business and financial condition of NTN, Brooklyn and
the combined company and the ability of NTN and Brooklyn to consummate the Merger and NTN and eGames.com to consummate the Asset
Sale; (vii) NTN’s ability to continue to operate as a going concern if the proposed Merger or Asset Sale is not consummated
in a timely manner, or at all; (viii) Brooklyn’s need for, and the availability of, substantial capital in the future to
fund its operations and research and development activities; (ix) Brooklyn’s ability to successfully progress research and
development efforts after the Merger, including its manufacturing development efforts, and to create effective, commercially-viable
products; (x) the success of Brooklyn’s product candidates in completing pre-clinical or clinical testing and being granted
regulatory approval to be sold and marketed in the United States or elsewhere; (xi) the outcome of any legal proceedings that
may be instituted against NTN, Brooklyn, eGames.com or others related to the Merger Agreement or the APA, as applicable; (xii)
the occurrence of any event, change or other circumstance or condition that could give rise to the termination of either or both
of those agreements; (xiii) potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed Merger or Asset Sale; and (xiv) those risks and uncertainties discussed in NTN’s reports filed
with the SEC, including its 2019 Annual Report, its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as
other documents that may be filed by NTN from time to time with the SEC available at www.sec.gov.

 

You
should not rely upon forward-looking statements as predictions of future events. NTN cannot assure you that the events and circumstances
reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected
in the forward-looking statements. The forward-looking statements made in this communication speak only as of the date on which
they were made. NTN does not undertake any obligation to update the forward-looking statements contained herein to reflect events
that occur or circumstances that exist after the date hereof, except as may be required by applicable law or regulation.

 

Item
9.01
Financial
Statements and Exhibits.

 

(d)
Exhibits

 

2.1*   Asset Purchase Agreement dated September 18, 2020 by and between NTN Buzztime, Inc. and eGames.com Holdings LLC.
10.1   8% Promissory Note issued by NTN Buzztime, Inc. on September 18, 2020
10.2   Amendment #4 to Employment Agreement made and entered into as of September 18, 2020 between NTN Buzztime, Inc. and Allen Wolff
10.3   Guaranty by Aram Fuchs in favor of NTN Buzztime, Inc.
99.1**   Press release issued by NTN Buzztime, Inc. on September 18, 2020
99.2**   Question and answer sheets for employees dated September 18, 2020
99.3**   Question and answer sheets for vendors dated September 18, 2020
99.4**   Question and answer sheets for customers & players dated September 18, 2020
     
*   All
schedules and exhibits to this agreement have been omitted pursuant Instruction 4 of Item 1.01 of Form 8-K and Item 601(b)(2)
of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC or its staff upon request.
**   Furnished
herewith

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.

 

  NTN
BUZZTIME, INC.
   
Date:
September 18, 2020
By: /s/
Sandra Gurrola
    Sandra
Gurrola
    Sr.
Vice President of Finance

 

 

 

Exhibit
2.1

 

ASSET
PURCHASE AGREEMENT

 

by
and between

 

NTN
BUZZTIME, INC.,

 

AND

 

EGAMES.COM
HOLDINGS LLC

 

Dated:
September 18, 2020

 

 

TABLE
OF CONTENTS

 

  Page
Article
I DEFINITIONS
1
   
Article
II PURCHASE AND SALE
9
   
2.1     Purchased
Assets
9
2.2     Excluded
Assets
11
2.3     Assumed
Liabilities
12
2.4     Excluded
Liabilities
12
2.5     Purchase
Price
13
2.6     Bridge
Loan
13
2.7     Allocation
of Purchase Price
13
2.8     Sales
and Transfer Taxes and Fees; Assessments and Transfer Fees
14
2.9     The
Closing
14
2.10   Closing
Deliveries
14
2.11  
Withholding
16
   
Article
III REPRESENTATIONS AND WARRANTIES OF THE
COMPANY
16
   
3.1      Due
Organization; Good Standing
16
3.2     Authorization;
Binding Effect
16
3.3     Absence
of Default; Non-Contravention; No Liens; Consent
17
3.4     Financial
Statements
18
3.5   
 Absence of Undisclosed Liabilities
18
3.6     Absence
of Certain Changes
18
3.7     Intellectual
Property.
19
3.8     Technology
and Know-How
20
3.9     Material
Contracts
21
3.10   Transactions
with Affiliates
22
3.11   Insurance 23
3.12   Litigation 23
3.13   Title;
Leased Assets
23
3.14   Inventory 23
3.15   Accounts
Receivable
23
3.16   Accounts
Payable.
24

 

 

3.17    Taxes 23
3.18    Bank
Accounts
24
3.19    Finder’s
Fee
24
3.20    Labor
and Employment Matters
24
   
Article
IV REPRESENTATIONS AND WARRANTIES OF PURCHASER
25
   
4.1      Due
Organization; Good Standing
25
4.2      Authorization;
Binding Effect
25
4.3      Absence
of Default; Non-Contravention; No Liens
25
4.4      Consents 26
4.5      Litigation 26
4.6      Financial
Ability
26
4.7      Brokers
and Finders
26
4.8      Independent
Investigation
26
   
Article
V COVENANTS AND OTHER AGREEMENTS
27
   
5.1      Mutual
Cooperation
27
5.2      Conduct
of Business
28
5.3      Accounts
Receivable
29
5.4      Bank
Accounts
29
5.5      Payment
of Excluded Liabilities
29
5.6      Public
Announcements
29
5.7      Non-Solicitation;
Non-Competition.
30
5.8      Confidentiality 31
5.9      Exclusive
Dealing
32
5.10    Proxy
Statement
33
5.11    The
Company’s Stockholders’ Meeting
33
5.12    Employee
Matters
35
5.13    Access
to Information
37
5.14    Bulk
Sales Laws
37
5.15    [Intentionally
Omitted]
37
5.16    Notification
of Certain Matters; Other Agreements
37
   
Article
VI INDEMNIFICATION
38
   
6.1     Indemnification 38
6.2     Survival
of Representations and Warranties
39
6.3     Indemnification
Escrow
39

 

 

Article
VII LIMITATIONS ON INDEMNIFICATION AND COOPERATION
39
   
7.1     Term 39
7.2     Indemnification
Basket and Cap
39
7.3     Disregard
of Qualifications
39
7.4     Procedures
with Respect to Claims
39
7.5     Payment
of Claims
40
7.6     Release
of Indemnification Escrow
40
   
Article
VIII CONDITIONS TO CLOSING
41
   
8.1     Conditions
to the Obligations of Purchaser and the Company
41
8.2     Conditions
to the Obligations of Purchaser
41
8.3     Conditions
to the Obligations of the Company
41
   
Article
IX TERMINATION
42
   
9.1     Termination 42
9.2     Effect
of Termination
44
9.3     Termination
Fees
44
   
Article
X MISCELLANEOUS
45
   
10.1    Entire
Understanding; Amendment; Severability
45
10.2    Further
Assurances
45
10.3    Binding
Effect
45
10.4    Assignment 45
10.5    Counterparts 46
10.6    Section
Headings; Exhibits; Schedules
46
10.7    Governing
Law; Jurisdiction
46
10.8    Notices 46
10.9    Expenses 46
10.10  Interpretation 47
10.11  Prevailing
Party Attorney’s Fees
47
10.12  Other
Remedies; Specific Performance
47
10.13  No
Third Party Beneficiaries
47
10.14  Waiver 47
10.15  Rules
of Interpretation
48

 

 

ASSET
PURCHASE AGREEMENT

 

This
ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of September 18, 2020 (the “Execution
Date
”), by and between eGames.com Holdings LLC, a Nevada limited liability company (“Purchaser”),
and NTN Buzztime, Inc., a Delaware corporation (the “Company”).

 

WHEREAS,
the Company is engaged in the Business; and

 

WHEREAS,
the Company desires to sell, and Purchaser desires to purchase, substantially all of the assets, rights and interests of the Company
relating to the Business, upon the terms and subject to the conditions herein provided;

 

WHEREAS,
the Company and Purchaser desire to make certain representations, warranties, covenants and agreements in this Agreement; and

 

WHEREAS,
to induce the Company to enter into this Agreement, contemporaneous with the execution and delivery of this Agreement by the parties.
the sole owner of Purchaser is providing a personal guarantee in favor of the Company guaranteeing the performance and payment
obligations of Purchaser hereunder.

 

NOW
THEREFORE
, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

Article
I

DEFINITIONS

 

The
following terms used herein have the meanings specified in this Article I:

 

Action
means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether
at law or in equity.

 

Accounts
Receivable
” has the meaning set forth in Section 2.1(b).

 

Acquisition
Inquiry
” means, with respect to the Company, an inquiry, indication of interest or request for information (other than
an inquiry, indication of interest or request for information made or submitted by or on behalf of Purchaser or any of its Affiliates)
that would reasonably be expected to lead to an Acquisition Proposal.

 

Acquisition
Proposal
” means, with respect to the Company, any offer or proposal, whether written or oral (other than an offer or
proposal made or submitted by or on behalf of Purchaser or any of its Affiliates) contemplating or otherwise relating to any Acquisition
Transaction with the Company.

 

 

Acquisition
Transaction
” means any transaction or series of related transactions, other than a Company Merger, involving the sale,
lease, exchange, transfer, license, acquisition or disposition of the Purchased Assets, in whole or in part, whether by merger,
consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization,
recapitalization, tender offer, exchange offer or other similar transaction.

 

Adverse
Consequences
” has the meaning set forth in Section 6.1(b).

 

Advertiser
means the Person identified as an “Advertiser” or “Agency” in Advertising Agreements.

 

Advertising
Agreements
” means the advertising agreements between the Company, on the one hand, and an Advertiser, on the other,
pursuant to which the Company airs digital advertising content provided by such Advertiser on the Platform, including all amendments
and insertion order forms related thereto.

 

Affiliate
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such Person. The term “control” (including the terms “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

Assignment
and Assumption Agreement
” has the meaning set forth in Section 2.10(a)(iv).

 

Assumed
Contracts
” has the meaning set forth in Section 2.1(d).

 

Assumed
Liabilities
” has the meaning set forth in Section 2.3.

 

Bill
of Sale
” has the meaning set forth in Section 2.10(a)(i).

 

Blue
Sky Laws
” has the meaning set forth in Section 3.3(d).

 

Bridge
Loan
” has the meaning set for the in Section 2.6.

 

Bridge
Note
” has the meaning set for the in Section 2.6.

 

Business
means the business of licensing the Platform and Business Hardware to Customers.

 

Business
Agreements
” means, collectively, the Advertising Agreements, the Customer Agreements and the Service Provider Agreements.

 

Business
Day
” means any day except a Saturday, a Sunday or any other federal holiday.

 

Business
Employee
” means each employee of the Company or one of its Affiliates whose employment with the Company or such Affiliate
is primarily dedicated to the Business (including any individual who is on short term disability, long-term disability, military
leave or an approved leave of absence).

 

 

Business
Employee List
” has the meaning set forth in Section 3.20(b).

 

Business
Hardware
” means the tablets, tablet cases, charging racks, personal computer servers and related equipment owned by
the Company and used in or to be used in the Business, including the foregoing items that are deployed in Customer sites or stored
at the warehouse leased by the Company in Ohio.

 

Claims
Notice
” has the meaning set forth in Section 7.4(a).

 

Claims
Response
” has the meaning set forth in Section 7.4(a).

 

Closing
has the meaning set forth in Section 2.9.

 

Closing
Date
” has the meaning set forth in Section 2.9.

 

Code
has the meaning set forth in Section 2.7.

 

Company
Board
” has the meaning set forth in Section 2.10(a)(viii).

 

Company
Board Adverse Recommendation Change
” has the meaning set forth in Section 5.11(b).

 

Company
Board Recommendation
” has the meaning set forth in Section 5.11(b).

 

Company
Disclosure Schedule
” has the meaning set forth in Article III.

 

Company
Financial Statements
” has the meaning set forth in Section 3.4.

 

Company
Merger
” means any transaction or series of related transactions involving any merger, consolidation, amalgamation, share
exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer,
exchange offer or other similar transaction: (i) in which the Company or any of its subsidiaries is a constituent entity; (ii)
in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly
or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of
any class of voting securities of the Company or any of its subsidiaries; or (iii) in which the Company or any of its subsidiaries
issues securities representing more than 20% of the outstanding securities of any class of voting securities of the Company or
any of its subsidiaries; provided, however, that such transaction or series of related transactions would not reasonably be expected
to materially impair the ability of the Company to perform its obligations under this Agreement or prevent or delay the consummation
of the transactions contemplated by this Agreement.

 

Company
Notice Period
” has the meaning set forth in Section 5.11(c).

 

 

Company
Required Approvals
” means all consents, approvals, waivers, authorizations, notices and filings that are required to
be listed and are listed on Schedule 3.3(b) hereto.

 

Company
Triggering Event
” shall be deemed to have occurred if: (a) the Company shall have failed to include in the Proxy Statement
the Company Board Recommendation or shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any
committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have
entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than a confidentiality
agreement permitted pursuant to Section 5.9).

 

Company’s
Stockholders’ Meeting
” has the meaning set forth in Section 5.11(a).

 

Compliant
Offer
” has the meaning set forth in Section 5.12(h).

 

Confidential
Information
” shall mean any information concerning the Business.

 

Consultant
Proprietary Information Agreements
” has the meaning set forth in Section 3.7(c).

 

Contract
means any contract, agreement, deed, mortgage, lease, license, instrument, note, commitment, indenture, legally enforceable undertaking
or other legally enforceable arrangement, whether written or oral.

 

Customer
means the Person identified as a “Customer” in Customer Agreements.

 

Customer
Agreements
” means the service agreements between the Company, on the one hand, and a Customer, on the other, pursuant
to which the Company licenses to such Customer the right to use the Platform and the Business Hardware, including all amendments
thereto and all order forms related thereto.

 

Domain
Name Assignment
” has the meaning set forth in Section 2.10(a)(ii).

 

Employee
Proprietary Information Agreements
” has the meaning set forth in Section 3.7(c).

 

End
Date
” has the meaning set forth in Section 9.1(b).

 

Exchange
Act
” has the meaning set forth in Section 3.3(d).

 

Excluded
Assets
” has the meaning set forth in Section 2.2.

 

Excluded
Liabilities
” has the meaning set forth in Section 2.4.

 

Exclusivity
Period
” has the meaning set forth in Section 5.9(a).

 

Execution
Date
” has the meaning set forth in the preamble of this Agreement.

 

 

Fraud
means actual and knowing common law fraud (and not negligent misrepresentation or omission or any form of fraud based on recklessness
or negligence).

 

GAAP
means United States Generally Accepted Accounting Principles.

 

Governmental
Authority
” means any federal, state, local or foreign government or political subdivision thereof, or any agency or
instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory
authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority
have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

 

Indemnity
Cap
” has the meaning set forth in Section 7.2.

 

Indemnification
Escrow Account
” means the account established with Indemnification Escrow Agent and governed by the Indemnification
Escrow Agreement.

 

Indemnification
Escrow Agent
” means the entity designated to serve as escrow agent under the Indemnification Escrow Agreement and mutually
acceptable to the Company and Purchaser.

 

Indemnification
Escrow Agreement
” means an escrow agreement to be entered into between the Company, Purchaser and the Indemnification
Escrow Agent on or prior to the Closing Date on such terms as are mutually acceptable to the parties thereto and are consistent
with the terms hereof.

 

Indemnification
Fund
” means an amount equal to the Indemnity Cap.

 

Indemnified
Parties
” and “Indemnified Party” has the meaning set forth in Section 6.1(a).

 

Indemnity
Basket
” has the meaning set forth in Section 7.2.

 

Independent
Accountant
” has the meaning set forth in Section 2.7.

 

Initial
Allocation
” has the meaning set forth in Section 2.7.

 

Insurance
Policies
” has the meaning set forth in Section 3.11.

 

Intellectual
Property
” means all intellectual property and know-how, whether protected, created or arising under domestic or international
laws, including (i) all patents and applications therefor, including all continuations, divisionals, and continuations-in-part
thereof and patents issuing thereon, along with all reissues, reexaminations and extensions thereof; (ii) all trademarks and service
marks (registered, unregistered, and those arising by common law), trade names, service names, brand names, trade dress rights,
logos, corporate names, trade styles, logos, and other source or business identifiers and general intangibles of a like nature,
together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions
thereof; (iii) all internet domain names; (iv) all copyrights and all mask work, database and design rights, whether or not registered
or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions,
extensions and renewals thereof relating to any work of authorship, and any rights arising from artwork, package labeling, designs,
publicity, advertising copy, and promotional materials; (iv) all trade secrets, know-how and similar confidential and proprietary
information protected by the Uniform Trade Secrets Act or similar legislation; (v) all intellectual property rights arising from
or relating to the foregoing; (vi) all rights to sue and recover at law or in equity for any past, present or future infringement,
misappropriation, dilution, violation or other impairment of the foregoing; and (vii) all contract rights relating to or under
the foregoing.

 

 

Intellectual
Property Agreements
” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements,
covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other
consideration), whether written or oral, relating to any Intellectual Property that is used in or necessary for the conduct of
the Business as currently conducted to which the Company is a party, beneficiary or otherwise bound, excluding nonexclusive licenses
or other agreements for software or services used in or necessary for the conduct of the Business as currently conducted that
are generally commercially available.

 

Intellectual
Property Registrations
” means all NTN IP that is subject to any issuance, registration, application or other filing
by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks,
domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

 

Intellectual
Property Registrations Materials
” has the meaning set for the in Section 3.7(a).

 

Interactive
Entertainment Business
” has the meaning set forth in Section 5.7(a).

 

Inventory
has the meaning set forth in Section 2.1(a).

 

IP
Consultant
” has the meaning set forth in Section 3.7(c).

 

Knowledge
of the Company or any similar phrase means, with respect to any fact or matter, the actual knowledge of the following individuals,
after consultation and discussion with their direct reports: Sandra Gurrola or Allen Wolff.

 

Law
means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement
or rule of law of any Governmental Authority.

 

Liabilities
means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or
contingent, accrued or unaccrued, matured or unmatured or otherwise.

 

Lien
means any mortgage, pledge, lien, security interest, charge, claim, equitable interest, encumbrance, restriction on transfer,
conditional sale or other title retention device or arrangement (including a capital lease), transfer for the purpose of subjection
to the payment of any indebtedness, or restriction on the creation of any of the foregoing, whether relating to any property or
right or the income or profits therefrom.

 

 

Material
Adverse Effect
” has the meaning set forth in Section 3.3(a).

 

Material
Contract
” has the meaning set forth in Section 3.9.

 

NDA
means that certain non-disclosure, confidentiality or similar agreement between the parties dated May 29, 2020 as the same may
be amended or superseded from time to time.

 

NTN
IP
” has the meaning set forth in Section 2.1(e).

 

Offer
Employee
” has the meaning set forth in Section 5.12(e).

 

Ordinary
Course
” means, with respect to an action taken by a Person: (i) such action is consistent with the past practices of
such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; provided, however, that, with
respect to the Company, such actions may also include actions taken in the ordinary course of its operations as such operations
have been conducted since restaurants and bars have been ordered by Governmental Authorities to shut down or close on-site dining
since the latter half of March 2020 due to the COVID-19 pandemic, and such actions to wind down its operations and/or to prepare
for the transactions contemplated by this Agreement or the Company Merger; (ii) such action is not required to be authorized by
the board of directors (or similar governing body) or equity holders of such Person (or by any Person or group of Persons exercising
similar authority) and is not required to be specifically authorized by the parent company (if any) of such Person; and (iii)
such action is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors
(or similar governing body) or equity holders of such Person (or by any Person or group of Persons exercising similar authority),
in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person;
provided, however, that, with respect to the Company, such actions may also include actions taken in the ordinary course of its
operations as such operations have been conducted since restaurants and bars have been ordered by Governmental Authorities to
shut down or close on-site dining since the latter half of March 2020 due to the COVID-19 pandemic, and such actions to wind down
its operations and/or to prepare for the transactions contemplated by this Agreement or the Company Merger.

 

Other
Agreement
” has the meaning set forth in Section 3.2(a).

 

Patent
and Trademark Assignment
” has the meaning set forth in Section 2.10(a)(iii).

 

Permitted
Alternative Agreement
” means a definitive agreement that contemplates or otherwise relates to an Acquisition Transaction
that constitutes a Superior Offer.

 

Permitted
Liens
” has the meaning set forth in Section 3.13(a).

 

Person
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
organization, trust, association or other entity.

 

 

Platform
means the interactive entertainment network and services offered by the Company and through which entertainment offerings (such
as, trivia, sports, card and arcade games) are available to end users and on which advertisements are aired.

 

Pre-Closing
Tax Period
” has the meaning set forth in Section 2.2(j).

 

Proxy
Statement
” has the meaning set forth in Section 3.3(d).

 

Purchase
Price
” means $2,000,000.

 

Purchase
Price Balance
” means the amount of cash equal to the Purchase Price minus the sum of (i) principal amount of the Bridge
Loan and (ii) an amount equal to the Indemnification Fund.

 

Purchased
Assets
” has the meaning set forth in Section 2.1.

 

Purchaser
Benefit Plans
” has the meaning set forth in Section 5.12(h).

 

Purchaser
Charter Documents
” has the meaning set forth in Section 4.1.

 

Purchaser
Termination Fee
” has the meaning set forth in Section 9.3(a).

 

Registered
Intellectual Property
” means all of United States and foreign: (1) patents and applications for patent; (2) registered
trademarks, applications to register trademarks, including intent-to-use applications and other registrations or applications
related to trademarks; (3) copyright registrations and applications to register copyrights; (4) URL registrations and applications
to register URLs; and (5) any other Intellectual Property that is the subject of an application, certificate, filing, registration
or other document issued by, filed with, or recorded by, any state, government or other public legal authority at any time.

 

Representatives
means, with respect to a Person, such Person’s officers, directors, employees, accountants, counsel, consultants, advisors
and agents.

 

Required
Company Stockholder Vote
” has the meaning set forth in Section 3.3(e).

 

Response
Period
” has the meaning set forth in Section 7.4(a).

 

Securities
Act
” has the meaning set forth in Section 3.3(d).

 

Service
Provider Agreements
” means the service provider agreements between the Company, on the one hand, and the service provider
party thereto, on the other, pursuant to which the Company engages the service provider as an independent contractor to install
the equipment used by Customers to access the Platform and to service and de-install the same, including all amendments and work
orders related thereto.

 

Software
has the meaning set forth in Section 2.1(f).

 

 

Superior
Offer
” means an unsolicited bona fide written Acquisition Proposal that: (a) was not obtained or made as a direct or
indirect result of a breach of (or in violation of) this Agreement; and (b) is on terms and conditions that the Company Board
determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof), as
well as any written offer by the other party to this Agreement to amend the terms of this Agreement, and following consultation
with its outside legal counsel and outside financial advisors, if any, are more favorable, from a financial point of view, to
the Company’s stockholders, than the terms of the transactions contemplated herein.

 

Survival
Date
” has the meaning set forth in Section 7.1.

 

Tax
or “Taxes” means any taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges
of whatever nature, including income, gross receipts, profits, excise, real estate property, personal property, sales, use, customs,
value added, consumption, transfer, license, lease, payroll, employment, unemployment, severance, environmental, transfer, documentary,
stamp, alternative or add-on minimum, disability, registration, employee income, estimated, withholding, social security (or similar),
and franchise taxes, now or hereafter imposed or levied by the United States of America or any state, local, municipal or foreign
government, or by any department, agency or other political subdivision or taxing authority thereof or therein, whether computed
on a separate or consolidated, unitary or combined basis or in any other manner, all deposits required in connection therewith,
and all interests, penalties, additions to tax, and other similar liabilities with respect thereto.

 

Tax
Returns
” has the meaning set forth in Section 3.17.

 

Third
Party Claim
” has the meaning set forth in Section 7.4.

 

Transferred
Business Employee
” has the meaning set forth in Section 5.12(f)(iii).

 

Willful
Breach
” means a breach or failure to perform that is a consequence of an act or failure to act of a Person, with knowledge,
or knowledge that a Person acting reasonably under the circumstances should have, that taking, or failing to take, such act would,
or would be reasonably expected to, result in, cause or constitute a breach of this Agreement.

 

Article
II

PURCHASE
AND SALE

 

2.1
Purchased Assets. Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to sell, convey,
assign, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase from the Company on the Closing Date, all of
the Company’s right, title and interest on the Closing Date in and to the assets (other than the Excluded Assets) relating
to the Business (collectively, the “Purchased Assets”), free and clear of all Liens, except for Permitted Liens,
including the following:

 

(a)
Inventory. All of the inventory of the Company wherever located (including that inventory listed in Schedule 2.1(a)
hereto) and all other inventory, whether or not carried or reflected on the books and records of the Company), whether finished
products, raw materials, supplies, work-in-process or otherwise (the “Inventory”);

 

 

(b)
Accounts Receivable. All of the rights of the Company to payments and all accounts receivable from Customers and others,
notes and other receivables (whether current or non-current) and in and to any income and payments due to the Company arising
out of the Business as set forth on Schedule 2.1(b) hereto (the “Accounts Receivable”), rights to invoice
or otherwise charge customers of the Business for products and services regardless of when furnished and any and all payments
made to the Company for Accounts Receivable subsequent to the Closing Date;

 

(c)
FF&E. All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones
and other tangible personal property used in the Business as set forth on Schedule 2.1(c) hereto;

 

(d)
Assumed Contracts. All right, title and interest of the Company, as of the Closing Date, in and to the Business Agreements
and the contracts and agreements described on Schedule 2.1(d) hereto (collectively, the “Assumed Contracts”)
and all of the rights (including rights to refunds and offset), privileges, claims, causes of action and options of the Company
relating or pertaining to the Assumed Contracts or any portion thereof;

 

(e)
Intangible Assets. All of the Company’s or any of its Affiliates’ right, title and interest in any Intellectual
Property used in the Business including the Registered Intellectual Property, the Intellectual Property Registrations Materials,
and corporate names, along with all income, royalties, damages and payments due or payable to the Company (including damages and
payments for past, present or future infringement or misappropriation and the right to sue and recover for past infringement or
misappropriation), any and all corresponding rights that, now or hereafter, may be secured throughout the world, and all goodwill
related to any and all of the foregoing (collectively, the “NTN IP”);

 

(f)
Software. All computer software (including data and related documentation, to the extent such computer software is transferable
or assignable); and other proprietary rights and all copies and tangible embodiments of the foregoing (in whatever form or medium)
(the “Software”);

 

(g)
Bank Accounts. All of the right, title and interest of the Company in and to the bank accounts, cash management accounts
and money market accounts set forth in Schedule 2.1(g) hereto (collectively, the “Business Bank Accounts”);

 

(h)
Books and Records. All customer lists, marketing materials, lists of vendors and suppliers, purchase orders, product research
and development records, quality control records, test results, logs, books, files, manuals, product and sales literature, sales
leads and marketing files, correspondence, if any, and other business records pertaining to the Business, in physical, electronic
or other form; and

 

(i)
Permits. To the extent transferable, all franchises, certificates, licenses, permits, orders, approvals and others authorizations
from any governmental or self-regulatory organization of or issued to the Company pertaining to the Business, including without
limitation, those set forth in Schedule 2.1(i) hereto.

 

 

(j)
Canadian Subsidiary. The Company’s ownership interest in its subsidiary listed on Schedule 2.1(j).

 

2.2
Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively,
the “Excluded Assets”):

 

(a)
all cash and cash equivalents;

 

(b)
all rights, claims and credits of the Company to the extent relating to any other Excluded Asset or any Excluded Liability, including
any such items arising under insurance policies and all guarantees, warranties, indemnities and similar rights in favor of the
Company in respect of any other Excluded Asset or any Excluded Liability;

 

(c)
all minute books, stock records and corporate seals;

 

(d)
the shares of capital stock of the Company held in treasury;

 

(e)
all of the Company’s books and records other than those related to the Business;

 

(f)
all assets of or related to the Company’s employee benefit plans;

 

(g)
all rights that accrue or will accrue to the Company or any of its Affiliates pursuant to or under any of the Transaction Documents
or any transaction documents related to a Company Merger;

 

(h)
all Contracts that are not Assumed Contracts;

 

(i)
all insurance policies of the Company or any of its Affiliates, and all rights to applicable claims and proceeds thereunder (and
Purchaser acknowledges that, as of the Closing, the Business and the Assets shall cease to be insured by any insurance policies
of the Company or any of its Affiliates);

 

(j)
all Tax Returns of the Company and the benefit of any prepaid Taxes and Tax refunds relating to the Purchased Assets or the Business
that are in existence as of the Closing Date or that are allocable to (i) any Tax period ending at or before the Closing Date
and (ii) the portion of any Tax period which begins on or before and ends after the Closing Date, comprising the period beginning
on the first day of such period and ending on the Closing Date (each, a “Pre-Closing Tax Period”), except to
the extent expressly agreed by this Agreement to be transferred to Purchaser at the Closing;

 

(k)
all rights of the Company under this Agreement and the Other Agreements or any transaction documents related to a Company Merger;
and

 

(l)
the other assets, properties and rights specifically set forth on Schedule 2.2(e).

 

 

2.3
Assumed Liabilities. Subject to the terms and conditions set forth herein, Purchaser shall assume and agree to pay, perform
and discharge only: (i) the trade accounts payable and other accrued Liabilities of the Company arising in the Ordinary Course
of the Business as of the Closing Date; (ii) all Liabilities relating to, arising out of or resulting from the Assumed Contracts;
(iii) the intercompany liability the Company owes to the subsidiary listed on Schedule 2.1(j); (iv) all Liabilities relating to,
arising out of or resulting from the operation of the Business from and after the Closing Date; (v) all Liabilities relating to
infringement or alleged infringement of any Third Party Intellectual Property Rights by the Purchased Assets to the extent relating
to, arising out of or resulting from the use of the Purchased Assets after the Closing Date; (vi) any and all Taxes imposed with
respect to, arising out of, or relating to the Business, the Purchased Assets or the Assumed Liabilities to the extent allocable
to any period other than a Pre-Closing Tax Period; and (vii) all Liabilities in respect of Transferred Business Employees to the
extent arising out of or relating to facts, circumstances or conditions existing on or after the Closing Date (collectively, the
Assumed Liabilities”), and no other Liabilities.

 

2.4
Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary,
Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of the Company of any kind
or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). The Company shall, and
shall cause each of their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated
to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following:

 

(a)
any Liabilities of the Company arising or incurred in connection with the negotiation, preparation, investigation and performance
of this Agreement and the transactions contemplated by this Agreement, including fees and expenses of counsel, accountants, consultants,
advisers and others;

 

(b)
any Liabilities for Taxes of the Company or relating to the Business, the Purchased Assets or the Assumed Liabilities for any
Pre-Closing Tax Period;

 

(c)
any Liabilities relating to or arising out of the Excluded Assets;

 

(d)
any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation
of the Business or the Purchased Assets to the extent such Action relates to such operation prior to the Closing Date;

 

(e)
any recall, design defect or similar claims of any products manufactured or sold or any service performed by the Company;

 

(f)
any Liabilities of the Company arising under or in connection with any benefit plan providing benefits to any present or former
employee of the Company;

 

(g)
any Liabilities of the Company for any present or former employees, officers, directors, retirees, independent contractors or
consultants of the Company, including any Liabilities associated with any claims for wages or other benefits, bonuses, accrued
vacation, workers’ compensation, severance, retention, termination or other payments;

 

 

(h)
any Liabilities under environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing
prior to the Closing Date or otherwise to the extent arising out of any actions or omissions of the Company; or

 

(i)
any trade accounts payable of the Company (other than as specifically included in Assumed Liabilities).

 

2.5
Purchase Price. In consideration of the transfer of the Purchased Assets to Purchaser, subject to the terms and conditions
hereof and in consideration of the representations, warranties, covenants and other agreements set forth in this Agreement, Purchaser
hereby agrees to pay the Purchase Price to the Company on the Closing Date; provided, however, the parties agree and acknowledge
that the portion of the Purchase Price equal to the Bridge Loan will be paid at the Closing through the cancellation of the Bridge
Note as contemplated in Section 2.6 and a portion of the Purchase Price equal to the Indemnification Fund will be deposited into
the Indemnification Escrow Account as contemplated by the Indemnification Escrow Agreement.

 

2.6
Bridge Loan. Concurrently with the execution of this Agreement, the Company is issuing to Fertilemind Management, LLC,
an affiliate of Purchaser, a promissory note (the “Bridge Note”) evidencing a $1,000,000 loan made by Fertilemind
Management, LLC, on behalf of Purchaser, to the Company (the “Bridge Loan”) on the date hereof by wire transfer
of immediately available funds to an account designated by the Company in writing delivered to Purchaser. At the Closing, all
amounts outstanding under the Bridge Note, including all accrued and unpaid interest, will be applied toward the Purchase Price
at the Closing, and the Bridge Note will be deemed paid in full, marked as cancelled and returned to the Company. The Company
acknowledges and agrees that the proceeds of the Bridge Loan shall be used solely for payment of obligations owed under the Company’s
term loan, obligations related to the transactions contemplated hereby and the Company Merger, and other general working capital
purposes. 

 

2.7
Allocation of Purchase Price. No later than sixty (60) days following the Closing Date, the Purchaser shall deliver a draft
allocation of the consideration paid by Purchaser for the Purchased Assets to the Company (the “Initial Allocation”).
Such allocation shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company shall have a period of thirty (30) days following the delivery of the Initial Allocation to present in writing to
Purchaser notice of any objections it may have to the allocations set forth therein. Unless the Company timely objects, the Initial
Allocation shall be binding on the parties without further adjustment. If the Company timely objects, the Company and the Purchaser
shall negotiate in good faith and use their reasonable best efforts to resolve any dispute. If the parties fail to agree within
thirty (30) days, then any disputed items shall be resolved by a nationally recognized independent accounting firm jointly selected
by the parties (the “Independent Accountant”), whose determination shall be final and binding on the parties.
The costs, fees and expenses of the Independent Accountant shall be borne equally by Purchaser and the Company. Neither Purchaser
nor the Company will take a position on any Tax Return or in any judicial proceeding that is in any manner inconsistent with the
terms of any such finally determined allocation.

 

 

 

2.8
Sales and Transfer Taxes and Fees; Assessments and Transfer Fees. All transfer, documentary, sales, use, stamp, registration,
value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall
be borne and paid by the Company when due. The Company shall, at its own expense, timely file any Tax Return or other document
with respect to such Taxes or fees (and Purchaser shall reasonably cooperate with respect thereto as necessary).

 

2.9
The Closing. Unless this Agreement is earlier terminated pursuant to the provisions of Article IX, and subject to the satisfaction
or waiver of the conditions set forth in Article VIII, the closing of the transactions contemplated by this Agreement (the “Closing”)
shall take place remotely as promptly as practicable (but in no event later than the second Business Day following the satisfaction
or waiver of the last to be satisfied or waived of the conditions set forth in Article VIII, other than those conditions that
by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions) and
concurrently with the closing of the Company Merger, or at such other date as the parties may agree (the “Closing Date”)
by using electronic mail, courier, facsimile or hand delivery, or such other manner or place as the parties may mutually agree
upon. The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. New York time
on the Closing Date.

 

2.10
Closing Deliveries.

 

(a)
At the Closing on the Closing Date, the Company shall deliver to Purchaser the following:

 

(i)
a Bill of Sale covering the Purchased Assets in the form attached hereto as Exhibit A, duly executed by the Company (the
Bill of Sale”);

 

(ii)
a domain name assignment agreement, in the form attached hereto as Exhibit B, duly executed by the Company (the “Domain
Name Assignment
”);

 

(iii)
a trademark assignment agreement and a patent assignment agreement, each sufficient for filing with the U.S. Patent and Trademark
Office to record the transfer of the Intellectual Property Registrations owned by the Company, in the forms attached hereto as
Exhibit C, each duly executed by the Company (collectively, the “Patent and Trademark Assignment”);

 

(iv)
an Assignment and Assumption Agreement in the form attached hereto as Exhibit D and relating to the Assumed Contracts,
duly executed by the Company (the “Assignment and Assumption Agreement”);

 

(v)
to the extent Purchaser provides the Company with a list of designees prior to the Closing, evidence satisfactory to Purchaser
that such Purchaser designees have been added as authorized signatories with respect to the Company’s bank accounts set
forth on Schedule 2.1(g) pursuant to Section 5.4;

 

(vi)
evidence of all of the Company Required Approvals;

 

 

(vii)
a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Company, stating on behalf of the Company
that each of the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied;

 

(viii)
a certificate, dated as of the Closing Date and signed by the corporate secretary of the Company, certifying (i) copies of the
Company’s organizational and governing documents; and (ii) copies of the resolutions duly adopted by the Company’s
board of directors (the “Company Board”), authorizing the execution, delivery and performance of this Agreement
and the agreements listed in clauses (i) to (iv) above and clause (xi) below;

 

(ix)
evidence, in a form reasonably acceptable to Purchaser, of the release of all Liens on the Purchased Assets, other than Permitted
Liens;

 

(x)
a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning
of Section 1445 of the Code duly executed by the Company;

 

(xi)
the Indemnification Escrow Agreement, duly executed by the Company; and

 

(xii)
such other documents as Purchaser may reasonably request for the purpose of otherwise facilitating the consummation or performance
of any of the transactions contemplated by this Agreement.

 

(b)
At the Closing on the Closing Date, Purchaser shall deliver to the Company the following (except with respect to the deliverable
described in clause (ii), which shall be delivered as described therein):

 

(i)
the Purchase Price Balance by wire transfer in immediately available funds to a single account in accordance with the written
wire transfer instructions provided by the Company;

 

(ii)
an amount equal to the Indemnification Fund by wire transfer in immediately available funds to the Indemnification Escrow Account;

 

(iii)
the Bill of Sale, duly executed by Purchaser;

 

(iv)
the Domain Name Assignment, duly executed by Purchaser;

 

(v)
the Patent and Trademark Assignment, duly executed by Purchaser;

 

(vi)
the Assignment and Assumption Agreement, duly executed by Purchaser;

 

(vii)
the Indemnification Escrow Agreement, duly executed by Purchaser; and

 

 

(viii)
a certificate, dated as of the Closing Date and signed by a duly authorized officer of Purchaser, stating on behalf of Purchaser
that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; and

 

(ix)
a certificate, dated as of the Closing Date and signed by a the corporate secretary of Purchaser, certifying (i) copies of Purchaser’s
organizational and governing documents; and (ii) copies of the resolutions duly adopted by Purchaser’s board of directors,
authorizing the execution, delivery and performance of this Agreement and the agreements listed in clauses (ii) to (vii) above.

 

2.11
Withholding. Purchaser shall be entitled to deduct and withhold from the consideration payable to the Company hereunder
all Taxes that Purchaser may be required to deduct and withhold under any provision of Tax law. All such withheld amounts shall
be treated as delivered to the Company hereunder.

 

Article
III

REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

 

The
Company hereby represents and warrants to Purchaser, except as disclosed in the disclosure schedule delivered by the Company to
Purchaser concurrently with the execution and delivery of this Agreement (the “Company Disclosure Schedule”),
as of the Execution Date and as of the Closing Date, as follows:

 

3.1
Due Organization; Good Standing. The Company is a corporation, duly organized, validly existing and in good standing under
the laws of the State of Delaware, and the Company has the corporate power and authority to carry on its business as now conducted,
to own and operate the properties and assets which comprise the Business (including the Purchased Assets) now owned and operated
by it. The copies of the Company’s certificate of incorporation and by-laws (in each case, as amended to date) and other
organizational documents that have been previously delivered or made available to Purchaser are true, complete and correct. The
Company is duly qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would
materially impair the ability of the Company to perform its obligations under this Agreement or prevent or delay the consummation
of the transactions contemplated by this Agreement.

 

3.2
Authorization; Binding Effect.

 

(a)
The Company has all requisite corporate power and authority to execute and deliver this Agreement and any instrument of assumption
or other agreements, instruments, certificates, schedules or documents executed or delivered pursuant to this Agreement (each,
an “Other Agreement” and, collectively, the “Other Agreements”) and to perform fully its
obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery
and performance by the Company of this Agreement and the Other Agreements to which the Company is a party have been duly authorized
by the Company, and, other than obtaining the Required Company Stockholder Vote, to the extent the sale of the Purchased Assets
constitutes the sale of all or substantially all of the property and assets of the Company within the meaning of Section 271 of
the DGCL, no other corporate proceeding and no further corporate action is necessary on the part of the Company to make this Agreement
or any Other Agreement to which it is a party authorized, legal, valid and binding upon the Company in accordance with its terms.

 

 

(b)
This Agreement and each Other Agreement to which the Company is a party has been duly executed and delivered by the Company and
this Agreement and each such Other Agreement constitutes, legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization
or other laws affecting the enforcement of creditors’ rights generally, now or hereafter in effect, and subject to the availability
of equitable remedies.

 

3.3
Absence of Default; Non-Contravention; No Liens; Consent.

 

(a)
The Company is not (i) in default under or in violation of any agreement relating to or included in the Purchased Assets, or (ii)
in violation of any law, ordinance, rule, regulation, or directive, in each case, the default or the violation of which would
have a material adverse effect on the Purchased Assets or the Business (a “Material Adverse Effect”).

 

(b)
Subject to obtaining the Required Company Stockholder Vote, to the extent the sale of the Purchased Assets constitutes the sale
of all or substantially all of the property and assets of the Company within the meaning of Section 271 of the DGCL, and except
as set forth in Schedule 3.3(b), neither the execution nor delivery of this Agreement or any Other Agreement to be executed
and delivered by the Company pursuant hereto or in connection herewith, nor the fulfillment of, nor compliance with, the terms
and provisions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, will (i) result in
a breach of the terms, conditions or provisions of, or constitute a default under, or result in a violation or termination of,
or conflict with or give any third party the right to accelerate the performance provided by the terms of, (A) the certificate
of incorporation or by-laws of the Company (in each case, as amended to date) or (B) any Contract material to the Purchased Assets
to which the Company is a party or by which the Company is bound or any of the Assumed Contracts, (ii) violate any provision of
any Law to which the Purchased Assets are subject or the Company is bound, or (iii) result in the creation or imposition of any
Lien on any of the Purchased Assets.

 

(c)
All the Assumed Contracts are in full force and effect and are enforceable by the Company in accordance with their terms. The
Company has not violated or breached in any material respect, or committed any material default under, any Assumed Contract and,
to the Knowledge of the Company, no other party to any Assumed Contract has violated or breached in any material respect, or committed
any material default under any Assumed Contract. The Company has not received any written notice regarding any actual or possible
violation or breach by the Company of, or default under, any Assumed Contract.

 

 

(d)
No consent, approval or authorization of, or designation, declaration or filing with any of Governmental Authority on the part
of the Company is required in connection with the execution or delivery by the Company of this Agreement, any Other Agreement
or the consummation of the transactions contemplated hereby or thereby except (i) for (A) applicable requirements, if any, of
the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or state securities or “blue sky” laws (“Blue Sky Laws”),
(B) the filing with the U.S. Securities and Exchange Commission (the “SEC”) of a proxy statement or a registration
statement (as amended or supplemented from time to time the “Proxy Statement”), and other written communications
that may be deemed “soliciting materials” under Rule 14a-12, and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be
expected to materially impair the ability of the Company to perform its obligations under this Agreement or prevent or delay the
consummation of transactions contemplated by this Agreement.

 

(e)
To the extent the sale of the Purchased Assets constitutes the sale of all or substantially all of the property and assets of
the Company within the meaning of Section 271 of the DGCL, a resolution adopted by the holders of a majority of the outstanding
stock of the Company entitled to vote thereon authorizing the transactions contemplated by this Agreement (the “Required
Company Stockholder Vote
”) is the only vote of the holders of any class or series of the Company’s capital stock
necessary to approve such contemplated transactions.

 

3.4
Financial Statements. True and complete copies of (i) the audited consolidated balance sheets, statements of operations,
cash flows and statements of shareholders’ equity, in each case, for the fiscal year ended December 31, 2019 are included
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC, and (ii) the
unaudited consolidated balance sheets, statements of operations, cash flows and statements of shareholders’ equity, in each
case, for the three and six-month periods ended June 30, 2020 is included in the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020 filed with the SEC (collectively, and including the notes thereto, if any, the “Company
Financial Statements
”). The Company Financial Statements were prepared on a basis consistent with the prior year. Except
as indicated in the Company Financial Statements (including any notes thereto, if any), the Company Financial Statements (including
the notes thereto, if any) are based on the books and records of the Company, and fairly present in all material respects the
financial condition of the Company as of the respective dates that they were prepared and the results of operations of the Company
for the periods indicated.

 

3.5
Absence of Undisclosed Liabilities. Except as set forth on Schedule 3.5, there are no liabilities or obligations of any
nature whatsoever (whether absolute, contingent or otherwise, matured or unmatured, known or unknown, written or oral) which constitute
a Lien on any of the Purchased Assets, which are not shown on the Company Financial Statements. The Company does not know or have
reasonable grounds to know of any basis for assertion against the Purchased Assets of any claim or liability of any nature in
any amount.

 

3.6
Absence of Certain Changes. Since January 1, 2020, except as disclosed in the Company’s reports filed with the SEC
since that date, the Business has been conducted in the Ordinary Course, and there has not been (i) any change, event, effect
or occurrence that has had or is reasonably expected to have a Material Adverse Effect; (ii) any material damage, destruction,
casualty or loss with respect to any of the Purchased Assets; (iii) entry into any Contract that would constitute a Material Contract;
(iv) acceleration, termination, material modification to or cancellation of any Material Contract; (v) any sale or licenses of
material assets, including the Company’s Intellectual Property; (vi) adoption, material modification or termination of any
employment, severance, retention or other agreement with any current or former employee, independent contractor or consultant,
whether written or oral; or (vii) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of
its members, officers and employees.

 

 

3.7
Intellectual Property.

 

(a)
Schedule 3.7(a) lists all (i) Intellectual Property Registrations and (ii) NTN IP, including software, that are not registered
but that are material to the operation of the Business. All required filings and fees related to the Intellectual Property Registrations
have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Intellectual
Property Registrations are otherwise in good standing. The Company has provided Purchaser with true and complete copies of file
histories, documents, certificates, office actions, correspondence and other materials related to all Intellectual Property Registrations
(the “Intellectual Property Registrations Materials”).

 

(b)
Schedule 3.7(b) lists all Intellectual Property Agreements. The Company has provided Purchaser with true and complete copies
of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder.
Each Intellectual Property Agreement is valid and binding on the Company in accordance with its terms and is in full force and
effect. To the Company’s Knowledge, none of the Company or any other party thereto is in material breach of or default under
(or is alleged to be in breach of or default under), or has provided or received any written notice of breach or default of or
any intention to terminate, any Intellectual Property Agreement. To the Company’s Knowledge, no event or circumstance has
occurred that, with notice or lapse of time or both, would constitute an event of default under any Intellectual Property Agreement
or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the
loss of any benefit thereunder.

 

(c)
The Company is the sole and exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record,
owner of all right, title and interest in and to the NTN IP, and has the valid right to use all other Intellectual Property used
in or necessary for the conduct of the Business as currently conducted, in each case, free and clear of Liens, except for Permitted
Liens. Without limiting the generality of the foregoing, the Company has had each current and former employee execute a written
Contract under which such employee irrevocably assigned any Intellectual Property developed by such employee for the Company material
to the Business to the Company, substantially in the Company’s standard form for employees (the “Employee Proprietary
Information Agreements
”), and the Company has had each current and former IP Consultant execute a written Contract under
which such IP Consultant has irrevocably assigned any Intellectual Property developed by such IP Consultant material to the Business
for the Company to the Company, substantially in the Company’s standard form (the “Consultant Proprietary Information
Agreements
”). The Company has made available to Purchaser a copy of the Employee Proprietary Information Agreements
and the Consultant Proprietary Information Agreements. For purposes of this Agreement, “IP Consultant” means
any Person engaged by the Company to provide services to the Company that resulted in development of Intellectual Property material
to the Business.

 

 

(d)
The NTN IP and Intellectual Property licensed under the Intellectual Property Agreements are all of the Intellectual Property
necessary to operate the Business as presently conducted. The consummation of the transactions contemplated by this Agreement
will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of
any other Person in respect of, Purchaser’s right to own, use or hold for use any Intellectual Property as owned, used or
held for use in the conduct of the Business as currently conducted.

 

(e)
No license or sublicense fees, royalties, honorariums or other fees are payable by the Company to any other Person in connection
with the Company’s ownership and use of the NTN IP or the Company’s ownership, use, sale, licensing, sublicensing
or distribution of products covered by the NTN IP.

 

(f)
None of the Intellectual Property has been abandoned and no proceeding is pending, instituted or, to the Knowledge of the Company,
threatened, which challenge the validity of the ownership by the Company of, or right of the Company to use, such Intellectual
Property. The Company has not entered into any patent or trademark license, technology transfer, or non-competition agreement
relating to the Purchased Assets.

 

(g)
Since January 1, 2018, the conduct of the Business and the Purchased Assets and Intellectual Property licensed under the Intellectual
Property Agreements owned, licensed or used by the Company, have not infringed, misappropriated, diluted or otherwise violated,
and have not, do not and will not infringe, dilute, misappropriate or otherwise violate, the Intellectual Property or other rights
of any Person that have not been resolved or settled. Since January 1, 2018, to the Company’s Knowledge, no Person has infringed,
misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating,
any NTN IP.

 

(h)
To the Company’s Knowledge, there are no Actions (including any oppositions, interferences or re-examinations) settled,
pending or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation,
dilution or violation of the Intellectual Property of any Person by the Company in connection with the Business; (ii) challenging
the validity, enforceability, registrability or ownership of any NTN IP or the Company’s rights with respect to any NTN
IP; or (iii) by the Company or any other Person alleging any infringement, misappropriation, dilution or violation by any Person
of any NTN IP. The Company is not subject to any outstanding or prospective Governmental Order (including any motion or petition
therefor) that does or would restrict or impair the use of any NTN IP.

 

3.8
Technology and Know-How. Other than nonexclusive licenses or other software or services used in or associated with the
Business that are generally commercially available, all of the technology and know-how used in the Business are owned exclusively
by the Company, free and clear of all Liens, infringements, licenses, restrictions and encumbrances of any kind whatsoever, except
for Permitted Liens. To the Company’s Knowledge, no proceedings are pending and no claim has been made which challenges
the rights of the Company in respect of any of the technology and know-how. None of the technology and know-how is subject to
any outstanding order, decree, judgment or stipulation or, to the Knowledge of the Company, infringes upon or otherwise violates
the rights of others or is, being infringed by others.

 

 

3.9
Material Contracts. To the extent not set forth in an exhibit list to a report filed by the Company with the SEC since
January 1, 2020, Schedule 3.9 lists each of the following Contracts in effect as of the Execution Date to which the Company is
a party that are material to the Business (each a “Material Contract”):

 

(i)
all consulting, manufacturing and product testing Contracts with independent contractors or consultants (or similar arrangements);

 

(ii)
all Contracts with employees of the Company, other than Contracts evidencing awards issued to employees under the Company’s
equity incentive plans;

 

(iii)
each Contract for the sale of any of the assets of the Company used in the Business other than in the Ordinary Course or for the
grant to any Person of any preferential right to purchase any of the Company’s assets used in the Business;

 

(iv)
each Contract that provides for any joint venture, strategic alliance, partnership, sharing of profits or similar arrangement
by or involving the Business;

 

(v)
each Contract containing covenants of the Company not to compete in any line of business or with any Person in any geographical
area or not to solicit or hire any Person with respect to employment;

 

(vi)
each Contract relating to the acquisition or disposition (by merger, purchase of stock or assets or otherwise) by the Company
of any business, equity or assets (including any real property) of or to any other Person;

 

(vii)
each Contract relating to the incurrence, assumption or guarantee of any indebtedness or imposing a Lien on any Purchased Assets,
including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred
in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title
retention agreements (other than Permitted Liens);

 

(viii)
each Contract involving aggregate consideration payable to the Company by any other Person in excess of $50,000 per year;

 

(ix)
each Contract providing for the exclusive right to distribute products of the Company in any geographic region or distribution
channel;

 

(x)
each Contract pursuant to which the Company may be obligated to pay for goods and services to be delivered or performed in excess
of $50,000 per year, other than Contracts with professional service providers, including tax advisors, accountants and legal advisors;

 

(xi)
each Contract involving any lease by the Company (as lessor or lessee) of any real or personal property;

 

 

(xii)
each Contract under which the Company has made advances or loans to any officer, director, employee, Affiliate of the Company
or any other Person (other than the advancement of reimbursable business expenses in the Ordinary Course);

 

(xiii)
each Contract under which the Company has made any guaranty, surety or indemnification, direct or indirect, of any material obligation
of any officer, director, employee or Affiliate of the Company or of any other Person;

 

(xiv)
each Contract that requires the Company to purchase its total requirements of any product or service from a third party or that
contain “take or pay” provisions;

 

(xv)
each Contract that provides for the assumption of any Tax, environmental or other material Liability of any Person;

 

(xvi)
all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing
consulting, and advertising Contracts related to the Business; and

 

(xvii)
any other Contract that is material to the Business and not covered by Section 3.9(i) through and including Section
3.9(xvi)
.

 

(b)
The Company has made available to Purchaser a true, complete and correct copy of each written Material Contract and a summary
of each verbal Material Contract, and all amendments and supplements thereto and all material waivers thereunder. None of the
Company or, to the Knowledge of the Company, any other party thereto, is in breach of or default under in any material respect,
or has provided or received any written notice of any intention to terminate, any Material Contract, and no event has occurred
that (with or without notice, lapse of time or both) would constitute such a breach or default by the Company or, to the Knowledge
of the Company, any other party thereto. Each Material Contract is in full force and effect and is a legal, valid and binding
agreement of the Company, enforceable in accordance with its terms against the Company and, to the Knowledge of the Company, the
other parties thereto, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors’ rights generally, now or hereafter in effect, and subject to the availability of equitable remedies.
No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any
Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or
obligation or the loss of any benefit thereunder in any material respect.

 

3.10
Transactions with Affiliates. No Affiliate of the Company (a) owes any amount to the Company nor does the Company owe any
amount to, or has the Company committed to make any loan or extend or guarantee credit to or for the benefit of, any Affiliate
or (b) is a party to any Contract or involved in any business arrangement or other relationship with the Company (whether written
or oral).

 

 

3.11
Insurance. Schedule 3.11 sets forth a true and complete list of all current fire, liability, product liability,
umbrella liability, real and personal property, worker’s compensation, life, property, casualty and other insurance maintained
by or for the benefit of the Business and relating to the Purchased Assets (collectively, the “Insurance Policies”).
Excluding Insurance Policies that have expired and been replaced in the Ordinary Course, no Insurance Policy has been cancelled
since January 1, 2019 and, to the Knowledge of the Company, no threat has been made to cancel any Insurance Policy during such
period. To the Knowledge of the Company, no event has occurred, including the failure by the Company to give any notice or information,
or the Company giving any inaccurate or erroneous notice or information, which limits or impairs the rights of the Company under
any of the Insurance Policies.

 

3.12
Litigation. No legal action, administrative proceeding or investigation is currently pending or, to the Knowledge of the
Company, threatened against or affecting the Company, the Purchased Assets or the Business. The Company is not (a) subject to
any continuing court or administrative order, writ, injunction or decree applicable specifically to the Company, the Business,
the Purchased Assets, or to the employees of the Company or (b) in default with respect to any such order, writ, injunction or
decree.

 

3.13
Title; Leased Assets.

 

(a)
The Company owns all of the Purchased Assets free and clear of all Liens, except (i) the Lien of current Taxes not yet due and
payable, (ii) statutory Liens for amounts not yet delinquent or that are being contested in good faith (and in the latter case
for which adequate reserves have been established and/or reflected in the Company Financial Statements), (iii) statutory Liens
securing claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like persons for labor, materials,
supplies or rentals (which secure obligations to the extent that payment for such obligations is not in arrears or otherwise due
and which obligations are reflected in Company Financial Statements or which would not be reasonably likely to have or does have
a Material Adverse Effect), if any, and (iv) Liens resulting from deposits made in connection with workers’ compensation,
unemployment insurance, social security and similar laws (the Liens described in clauses (i)-(iv) are collectively referred to
as the “Permitted Liens”). Upon consummation of the transactions contemplated by this Agreement, Purchaser
shall receive good and valid title to the Purchased Assets that are owned, and will be entitled to use as lessee all of the Purchased
Assets that are leased, free and clear of all Liens, other than the Permitted Liens.

 

(b)
The Purchased Assets constitute all of the assets and properties necessary to operate the Business in the Ordinary Course in all
material respects. Other than the Company, no other Person will own, or will have any other interest in, any assets used in, or
necessary to conduct, the Business in the manner conducted by the Company as of the Closing Date in any material respect.

 

3.14
Inventory. The Company has no Inventory.

 

3.15
Accounts Receivable. The description contained in Schedule 2.1(b) of accounts receivable of the Company from sales, and
the payment and rights to receive payments related thereto, is complete and accurate in all material respects. All such accounts
receivable represent bona fide accounts receivable representing obligations for the total dollar amount thereof showing on the
books of the Company and the accounts receivable are not subject to any recoupments, disputes, set-offs or counter-claims outside
the Ordinary Course.

 

 

3.16
Accounts Payable. All accounts payable and notes payable by the Company to third parties outstanding as of the date hereof
have arisen in the Ordinary Course and no such account payable or note payable is delinquent more than ninety (90) days in its
payment as of the date hereof.

 

3.17
Taxes. All of the Company’s returns, declarations, reports, claims for refund, or information returns or statements
or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof (the “Tax
Returns
”) have been duly and timely filed and such Tax Returns of the Company are true, correct and complete; all Taxes
of the Company that are due and payable prior to the date hereof (whether or not shown on any Tax Returns) have been timely paid.
The Company has withheld and paid all Taxes required to have been withheld and paid, including Taxes required to be withheld and
paid in connection with amounts paid or owing to any member, shareholder, employee, independent contractor, creditor, customer
or other third party, and the Company has complied with all information reporting and backup withholdings provisions. No claim
has been made by a taxing authority of a jurisdiction where the Company does not file Tax Returns that the Company is or may be
subject to Tax in that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon the Purchased
Assets nor, to the Company’s Knowledge, is any taxing authority in the process of imposing any Liens for Taxes on any of
the Purchased Assets (other than for Taxes not yet due and payable). No extensions or waivers of statutes of limitations have
been given or requested with respect to any Taxes of the Company. The Company is not a party to any Action by any taxing authority.
There are no pending or threatened Actions by any taxing authority.

 

3.18
Bank Accounts. The Business Bank Accounts are the only bank accounts used in connection with the Business and all payments
from Customers are directed to one or more of such bank accounts.

 

3.19
Finder’s Fee. The Company has not incurred any obligation for any finder’s, broker’s or agent’s
fee in connection with the transactions contemplated by this Agreement.

 

3.20
Labor and Employment Matters.

 

(a)
With respect to the Business Employees employed by the Company as of the Execution Date, to the Company’s Knowledge, the
Company is and, since January 1, 2019, has been in compliance in all material respects with all applicable Laws respecting employment,
employment practices, terms and conditions of employment, and wages and hours, including any Laws respecting minimum wage and
overtime payments, employment discrimination, retaliation, workers’ compensation, family and medical leave, military leave
and other leaves, immigration Laws, and occupational safety and health requirements, and, since January 1, 2019, has not and is
not engaged in any unfair labor practice or violated any collective bargaining agreements or employment contracts, if any exist.

 

(b)
Schedule 3.20 contains a complete and accurate list of all Business Employees employed by the Company as of the Execution
Date (such list, the “Business Employee List”), and, with respect to each such individual, the following information,
if applicable, to the extent permitted by applicable Law: (i) title or position; (ii) date of hire or commencement of service;
and (iii) their annualized salary or hourly wage.

 

 

Article
IV

REPRESENTATIONS
AND WARRANTIES OF PURCHASER

 

Purchaser
hereby warrants and represents to the Company, as of the Execution Date and as of the Closing Date, as follows:

 

4.1
Due Organization; Good Standing. Purchaser is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Nevada, and Purchaser has all requisite power and authority to carry on its business as
now conducted, to own and operate the properties and assets used now owned and operated by it. The copies of Purchaser’s
certificate of formation and operating agreement (in each case, as amended to date) and other organizational documents that have
been previously delivered or made available to the Company (collectively, the “Purchaser Charter Documents”)
are true, complete and correct. Purchaser is duly qualified to do business and is in good standing in each jurisdiction in which
the failure to so qualify would materially impair the ability of Purchaser to perform its obligations under this Agreement or
prevent or delay the consummation of the transactions contemplated by this Agreement.

 

4.2
Authorization; Binding Effect.

 

(a)
Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Other Agreements to which
it is a party and to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Other Agreements to which it is a
party have been duly authorized by Purchaser, and no other corporate proceeding and no further corporate action is necessary on
the part of Purchaser to make this Agreement or any Other Agreement to which it is a party authorized, legal, valid and binding
upon the Company in accordance with its terms. No consent or approval of any Person to the consummation of any of the transactions
contemplated hereby by Purchaser will be required.

 

(b)
This Agreement and each Other Agreement to which it is a party has been duly executed and delivered by Purchaser and this Agreement
and each Other Agreement to which it is a party constitutes, legal, valid and binding obligations of the Company, enforceable
against Purchaser in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization
or other laws affecting the enforcement of creditors’ rights generally, now or hereafter in effect, and subject to the availability
of equitable remedies.

 

4.3
Absence of Default; Non-Contravention; No Liens. Neither the execution nor delivery of this Agreement or any Other Agreement
to be executed and delivered by Purchaser pursuant hereto or in connection herewith, nor the fulfillment of, nor the compliance
with, the terms and provisions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, will
(a) result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in a violation or termination
of, or conflict with or give any third party the right to accelerate the performance provided by the terms of, (i) the Purchaser
Charter Documents, or (ii) any Contract to which Purchaser is subject or bound, or (b) violate any provision of any Law to which
Purchaser is subject or bound, in each case of clauses (a)(ii) and (b), that would reasonably be expected to materially impair
the ability of Purchaser to perform its obligations under this Agreement or prevent or delay the consummation of the transactions
contemplated by this Agreement.

 

 

4.4
Consents. No consent, approval or authorization of, or designation, declaration or filing with any of Governmental Authority
on the part of Purchaser is required in connection with the execution or delivery by Purchaser of this Agreement or the Other
Agreements or the consummation of the transactions contemplated hereby or thereby.

 

4.5
Litigation. There is no Action pending or, to Purchaser’s knowledge, threatened against Purchaser which would reasonably
be expected to materially impair Purchaser’s ability to consummate the transactions contemplated hereby or prevent or delay
the consummation of the transactions contemplated by this Agreement. Additionally, there are no judgments, consent decrees or
injunctions against, affecting or binding upon Purchaser that would reasonably be expected to materially impair the ability of
Purchaser to perform its obligations under this Agreement or prevent or delay the consummation of the transactions contemplated
by this Agreement.

 

4.6
Financial Ability. Purchaser will have (when required under this Agreement) immediate access to all funds necessary to
pay the Purchase Price and Purchaser will have (when required under this Agreement) the financial capacity to consummate the transactions
contemplated by this Agreement and to perform all of its other obligations under this Agreement. Immediately after giving effect
to the transactions contemplated by this Agreement, Purchaser will be solvent and shall: (a) be able to pay its debts as they
become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable
estimate of the amount of all Liabilities); and (c) have adequate capital to carry on its business. No transfer of property is
being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent
to hinder, delay or defraud either present or future creditors of Purchaser or the Company. In connection with the transactions
contemplated by this Agreement, Purchaser has not incurred, nor plans to incur, debts beyond its ability to pay as they become
absolute and matured.

 

4.7
Brokers and Finders. Purchaser has not entered into any contract, arrangement, or understanding with any investment banker,
broker, finder or other intermediary who might be entitled to any fee or commission in connection with the transactions contemplated
hereby.

 

4.8
Independent Investigation.

 

(a)
Purchaser has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions
regarding, the Purchased Assets, the Assumed Liabilities and the Business and its operations, assets, condition (financial or
otherwise) and prospects. Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel,
properties, premises, records and other documents and information of and relating to the Business, the Purchased Assets and the
Assumed Liabilities for such purpose. Purchaser has been represented by, and had the assistance of, counsel in the conduct of
its due diligence, the preparation and negotiation of this Agreement and the Other Agreements, and the consummation of the transactions
contemplated hereby and thereby. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon its own
investigation, review and analysis and has not relied on and is not relying on any representation, warranty, opinion, projection,
forecast, statement, memorandum, presentation, advice, information or other statement made or provided by, on behalf of or relating
to the Company or any of its Affiliates or the Business except for the representations and warranties expressly set forth in Article
III (as modified by the Company Disclosure Schedule).

 

 

(b)
Purchaser acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article III, none
of the Company, any of its Affiliates or any other Person has made or makes any representation or warranty, written or oral, express
or implied, at law or in equity, with respect to the Business, the Purchased Assets or the Assumed Liabilities, including any
representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation or probable
success or profitability of the Business following the Closing or (C) the accuracy or completeness of any information (including
any projections or forecasts) regarding the Business made available or provided to Purchaser or any of its Representatives in
connection with this Agreement or their investigation of the Business, and (ii) Purchaser shall have no right or remedy (and none
of the Company, any of its Affiliates or any other Person will have no liability whatsoever) arising out of, and Purchaser expressly
disclaims any reliance upon, any representation, warranty, opinion, projection, forecast, statement, memorandum, presentation,
advice, information or other statement made or provided by, on behalf of or relating to the Company, any of its Affiliates, the
Purchased Assets, the Assumed Liabilities or the Business, including in any materials, documentation or other information regarding
the Business made available or provided to Purchaser or any of its Representatives in connection with this Agreement or their
investigation of the Business (including information memoranda, data room materials, projections, estimates, management presentations,
budgets and financial data and reports), or any errors therein or omissions therefrom, other than the representations and warranties
expressly set forth in Article III (as modified by the Company Disclosure Schedule) and the rights of Purchaser expressly set
forth in this Agreement in respect of such representations and warranties.

 

Article
V

COVENANTS
AND OTHER AGREEMENTS

 

5.1
Mutual Cooperation. The Company and Purchaser shall provide each other with such assistance as may reasonably be requested
by either of them (at the expense of the requesting party) in connection with the preparation and execution of any Tax Return,
any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for
Taxes, and, not later than thirty (30) days from the written request of any other party, provide such other party with any records
or information which may be relevant to such return, audit, examination or proceeding. The Company will retain all books and records
with respect to Tax matters pertinent to the Purchased Assets relating to any Pre-Closing Tax Period until the expiration of the
statute of limitations of the respective tax period.

 

 

5.2
Conduct of Business. Except as set forth on Schedule 5.2 or with the prior written consent of Purchaser, which shall not
be unreasonably conditioned, withheld or delayed, from and after the Execution Date and until the Closing Date, to the extent
relating to the Business or the Purchased Assets:

 

(a)
The Company shall conduct the Business in the same manner as heretofore conducted and only in the Ordinary Course;

 

(b)
The Company shall use its reasonable best efforts consistent with past practice to: (i) preserve intact the organization of the
Business; (ii) keep available to Purchaser the services of all individuals who perform material services for or on behalf of the
Company (as an employee, consultant, independent contractor, leased employee, intern or otherwise) in connection with the Business;
and (iii) preserve for Purchaser the goodwill of the suppliers and others having material business relationships with the Company
insofar as such relationships relate to the Business; and

 

(c)
Except as necessary to effectuate the transactions contemplated by this Agreement or in connection with a Company Merger, the
Company shall not, except as otherwise expressly provided for in this Agreement:

 

(i)
amend or propose to amend its organizational documents;

 

(ii)
other than in the Ordinary Course, shorten or lengthen the Company’s customary payment cycles or the Company’s customary
cycles for collection of receivables;

 

(iii)
other than in the Ordinary Course, sell, lease, transfer, license, pledge, grant any security interest in or otherwise dispose
of or encumber any of the Purchased Assets;

 

(iv)
except to the extent required by applicable Law, GAAP or Contracts existing on the date hereof, permit any material change in
(A) any pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice
or policy or (B) any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or Tax
purposes;

 

(v)
except to the extent required by applicable Law or Contracts existing on the date hereof, make any material Tax election or settle
or compromise any material Tax Liability with any Governmental Authority;

 

(vi)
incur any indebtedness for borrowed money, or guarantee any such indebtedness, in excess of $50,000 in the aggregate;

 

(vii)
enter into, adopt, amend in any material respect (except as may be required by applicable Law) or terminate any employee or similar
benefit plan, or increase in any manner the compensation or fringe benefits of any director, officer or employee, except for annual
salary increases in the Ordinary Course and consistent with past practices;

 

 

(viii)
enter into, amend, modify, or terminate any Assumed Contract, in each case, other than in the Ordinary Course;

 

(ix)
make any capital expenditures or commitments for additions to property or equipment constituting capital assets in an aggregate
amount exceeding $50,000;

 

(x)
make any material change in the lines of business in which it participates or is engaged;

 

(xi)
institute, settle or compromise any Actions related to the Business pending or threatened before any arbitrator, court or other
Governmental Authority involving the payment of monetary damages of any amount exceeding $50,000 in the aggregate; or

 

(xii)
enter into any Contract, commitment or arrangement to do or engage in any of the foregoing.

 

5.3
Accounts Receivable. In the event the Company receives any payment relating to any Account Receivable outstanding on or
after the Closing Date, such payment shall be the property of, and shall be immediately forwarded and remitted to, Purchaser.
The Company will promptly endorse and deliver to Purchaser any cash, checks or other documents received by the Company on account
of any such Accounts Receivable. The Company shall advise Purchaser (promptly following the Company’s becoming aware thereof)
of any counterclaims or set-offs that may arise subsequent to the Closing Date with respect to any Accounts Receivable.

 

5.4
Bank Accounts. The Company shall take any and all actions necessary or appropriate to transfer its right, title and interest
in and to the Business Bank Accounts as of the Closing Date to Purchaser or its designees, including such actions as may be necessary
or appropriate to irrevocably relinquish the signatory authority of the Company’s designees and designating the individuals
identified by Purchaser as authorized signatories with respect to such accounts as of the Closing Date.

 

5.5
Payment of Excluded Liabilities. The Company covenants and agrees to pay or otherwise satisfy, as the case may be, all
Excluded Liabilities, as and when due, in accordance with the respective terms thereof subject to any and all of their rights
and defenses available under applicable law.

 

5.6
Public Announcements. The Company and Purchaser each agree not to make any public release, disclosure or announcement concerning
this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other party, except
such release, disclosure or announcement as may be required by applicable Law or by any listing agreement with or the listing
rules of a national securities exchange, in which case the party required to make the release, disclosure or announcement shall
use its reasonable best efforts to allow the other party reasonable time to review and comment on such release, disclosure or
announcement in advance of it being made; provided, however, that a party shall not be required to provide any such review or
comment to the other party to the extent that such release, disclosure or announcement relates to any dispute between the parties
relating to this Agreement; provided, further, that each party may make statements that are consistent with previous public releases,
disclosures or announcements made by Purchaser or the Company in compliance with this Section 5.6.

 

 

5.7
Non-Solicitation; Non-Competition.

 

(a)
The Company acknowledges that it has extensive knowledge and a unique understanding of the Business, has been directly involved
with the establishment and the continued development of the Business and has had access to proprietary and Confidential Information
and that the Company is receiving sufficient consideration for the termination of the Company’s ownership interest in the
Purchased Assets and the sale of the goodwill of the Business and that if it were to compete with Purchaser or any of its present
or future subsidiaries or Affiliates in the licensing, development, production, marketing, commercialization or sale of any network,
services or hardware (including tablets, tablet cases, charging racks, personal computer servers and related equipment) through
which entertainment offerings (such as, trivia, sports, card and arcade games) are made available to end users (the “Interactive
Entertainment Business
”) following the Closing, great harm would come to Purchaser and those of its present or future
subsidiaries and Affiliates engaged in the Interactive Entertainment Business, thereby substantially diminishing the value associated
with the purchase of the Purchased Assets and the Business. As a material inducement of Purchaser to enter into this Agreement
and in furtherance of the acquisition of the Purchased Assets and by virtue of the transactions contemplated hereby, and to more
effectively protect the value of the Purchased Assets, including the goodwill of the Business, the Company agrees that:

 

(i)
for a period of eight (8) years from the Closing Date not to, directly or indirectly, as employee, agent, stockholder, consultant,
partner, director or in any other capacity, own, manage, operate, control, render services to, or participate in the ownership,
management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, in the
Interactive Entertainment Business, including any business substantially similar to the Business; provided, however,
that the foregoing shall not apply to passive debt or equity interests in such a business provided such business has a class of
publicly traded securities and the securities constitute not more than two percent (2%) of such outstanding securities.

 

(ii)
for a period of three (3) years from the Closing Date, not to, directly or indirectly, hire or solicit any employee of Purchaser
or encourage any such employee to leave such employment or hire any such employee who has left such employment, unless such employee
is terminated by Purchaser prior to such action by the Company or any of its Affiliates or, if such employee terminated his or
her employment with Purchaser voluntarily, at least six (6) months prior to such action by the Company or any of its Affiliates.
Further, notwithstanding the foregoing, the restrictions set forth in this Section 5.7(a)(ii) shall not apply to a general
solicitation which is not directed specifically to any such employees.

 

(iii)
for a period of three (3) years from the Closing Date, not to solicit any Person who is a client or a customer of the Company
or Purchaser or any of Purchaser’s Affiliates as of the Closing Date for the purposes of providing any products or services
of a type substantially similar to any of those provided by the Company prior to the Closing Date or by Purchaser or any of Purchaser’s
Affiliates.

 

 

(b)
If any provision contained in this Section 5.7 is for any reason held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability will not affect any other provisions of this Section 5.7, but this Section
5.7
will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention
of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a
length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such
provision will not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable
under applicable law, a court of competent jurisdiction will construe and interpret or reform this Section 5.7 to provide
for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained
herein) as will be valid and enforceable under such applicable law. The Company acknowledges that the restrictions set forth in
this Section 5.7 are reasonable, valid and necessary for the protection of the legitimate interest of Purchaser and Purchaser
would be irreparably harmed by any breach of this Section 5.7 and that there would be no adequate remedy at law or in damages
to compensate Purchaser for any such breach. The Company agrees that Purchaser will be entitled to injunctive relief requiring
specific performance by the breaching party of this Section 5.7 and consent to the entry thereof.

 

5.8
Confidentiality. From and after the Closing and until the 5th anniversary of the Closing Date: (a) the Company
will treat and hold confidential all of the Confidential Information, refrain from using any of the Confidential Information except
in connection with this Agreement or in furtherance of any employment arrangement with Purchaser, and deliver promptly to Purchaser
or destroy, at the request and option and sole expense of Purchaser, all tangible embodiments (and all copies) of the Confidential
Information which are in its possession, and (b) in the event that the Company is requested or required (by oral question or request
for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process)
to disclose any Confidential Information, the Company will notify Purchaser promptly of the request or requirement so that Purchaser,
at its sole expense, may seek an appropriate protective order or waive compliance with the provisions of this Section 5.8.
If, in the absence of a protective order or the receipt of a waiver hereunder, the Company is, on the advice of counsel, compelled
to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Company may disclose the Confidential
Information to the tribunal; provided, however, that the Company shall use its reasonable best efforts to obtain, at the request
and sole expense of Purchaser, an order or other assurance that confidential treatment will be accorded to such portion of the
Confidential Information required to be disclosed as Purchaser shall designate. The foregoing provisions shall not apply to any
Confidential Information which is generally available to the public immediately prior to the time of disclosure (other than through
a breach of this Agreement by the Company).

 

 

5.9
Exclusive Dealing.

 

(a)
From the Execution Date until the earlier of the termination of this Agreement and the Closing (the “Exclusivity Period”),
the Company shall not, nor will it authorize any of its Representatives to, directly or indirectly: (i) solicit, initiate, discuss,
negotiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition
Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition
Inquiry; (ii) furnish any non-public information regarding the Company to any Person in connection with or in response to an Acquisition
Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal
or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.11); (v) execute
or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction; or (vi)
publicly propose to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 5.9
and subject to compliance with this Section 5.9, prior to obtaining the Required Company Stockholder Vote, the Company
may furnish non-public information regarding the Company and its subsidiaries to, and enter into discussions or negotiations with,
any Person in response to a bona fide written Acquisition Proposal by such Person which the Company Board determines in good faith,
after consultation with the Company’s outside financial advisors and outside legal counsel, constitutes, or is reasonably
likely to result in, a Superior Offer (and such Acquisition Proposal has not been withdrawn) if: (A) neither the Company nor any
of its Representatives shall have breached this Section 5.9 in any material respect, (B) the Company Board concludes in
good faith based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to be inconsistent
with the fiduciary duties of the Company Board under applicable Law; (C) the Company receives from such Person an executed confidentiality
agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions and no hire
provisions) at least as favorable to the Company as those contained in the NDA; and (D) substantially contemporaneously with furnishing
any such nonpublic information to such Person, the Company furnishes such nonpublic information to Purchaser (to the extent such
information has not been previously furnished or made available to Purchaser). Without limiting the generality of the foregoing,
the Company acknowledges and agrees that, in the event any Representative of the Company (whether or not such Representative is
purporting to act on behalf of the Company) takes any action that, if taken by the Company, would constitute a breach of this
Section 5.9, the taking of such action by such Representative shall be deemed to constitute a breach of this Section
5.9
by the Company for purposes of this Agreement.

 

(b)
If the Company or any Representative of the Company receives an Acquisition Proposal or Acquisition Inquiry at any time during
the Exclusivity Period, then the Company shall promptly (and in no event later than one Business Day after the Company becomes
aware of such Acquisition Proposal or Acquisition Inquiry) advise Purchaser orally and in writing of such Acquisition Proposal
or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry,
and the material terms thereof). The Company shall keep Purchaser reasonably informed with respect to the status and material
terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or proposed material modification
thereto.

 

(c)
The Company shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with
any Person that relate to any Acquisition Proposal or Acquisition Inquiry as of the Execution Date and request the destruction
or return of any nonpublic information of the Company provided to such Person.

 

(d)
For the avoidance of doubt, notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed to limit
or prohibit the Company from taking any action, or from not taking any action, in connection with a definitive agreement for a
Company Merger and to consummate a Company Merger.

 

 

5.10
Proxy Statement. The Company shall prepare, subject to the full and reasonably prompt assistance of Purchaser, and cause
to be filed with the SEC, the Proxy Statement, or amend the Proxy Statement if already filed. Purchaser shall reasonably cooperate
with the Company and provide, and require its Representatives to provide, the Company and its Representatives, with all true,
correct and complete information regarding Purchaser that is required by Law to be included, or reasonably requested by the Company
to be included, in the Proxy Statement. Purchaser and its legal counsel shall be given reasonable opportunity to review and comment
on the Proxy Statement prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement,
prior to the filing thereof with the SEC (at least three (3) days prior to the filing thereof). Each party shall use commercially
reasonable efforts (i) to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC,
and (ii) to respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. If at any time
before the Closing, the Company or Purchaser becomes aware of any event or information that, pursuant to the Securities Act or
the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such party, as the case may be,
shall promptly inform the other party thereof and shall cooperate with such other party in filing such amendment or supplement
with the SEC and, if appropriate, in mailing such amendment or supplement to the Company’s stockholders.

 

5.11
The Company’s Stockholders’ Meeting.

 

(a)
The Company shall take all action necessary under applicable Law to call, give notice of and hold a meeting of its stockholders
for the purpose of, among other things, obtaining the Required Company Stockholder Vote (such meeting, and any postponement or
adjournment thereof, the “Company’s Stockholders’ Meeting”). Notwithstanding anything to the contrary
contained herein, if on the date of Company’s Stockholders’ Meeting, or a date preceding the date on which the Company’s
Stockholders’ Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies sufficient to obtain
the Required Company Stockholder Vote, whether or not a quorum would be present or (ii) it will not have sufficient shares of
the Company common stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business
of Company’s Stockholders’ Meeting, the Company shall postpone or adjourn, or make one or more successive postponements
or adjournments of the Company’s Stockholders’ Meeting as long as the date of the Company’s Stockholders’
Meeting is not postponed or adjourned more than an aggregate of sixty (60) calendar days in connection with any postponements
or adjournments.

 

(b)
The Company agrees that, subject to Section 5.11(c): (i) the Company Board shall recommend that the Company’s stockholders
vote to approve the transactions contemplated by this Agreement, (ii) the Proxy Statement shall include a statement to the effect
that the Company Board recommends that the Company’s stockholders vote to approve the transactions contemplated by this
Agreement (the recommendation of the Company Board being referred to as the “Company Board Recommendation”);
and (iii) the Company Board Recommendation shall not be withheld, amended, withdrawn or modified (and the Company Board shall
not publicly propose to withhold, amend, withdraw or modify the Company Board Recommendation) in a manner adverse to Purchaser
(the actions set forth in the foregoing clause (iii), collectively, a “Company Board Adverse Recommendation Change”).

 

 

(c)
Notwithstanding anything to the contrary contained in Section 5.11(b), and subject to compliance with Section 5.9,
if at any time prior to the approval of the transactions contemplated hereby by the Required Company Stockholder Vote, the Company
receives a bona fide written Superior Offer, the Company Board may make a Company Board Adverse Recommendation Change if, but
only if, following the receipt of and on account of such Superior Offer, (i) the Company Board determines in good faith, based
on the advice of its outside legal counsel, that the failure to make a Company Board Adverse Recommendation Change would reasonably
likely be inconsistent with its fiduciary duties under applicable Law, (ii) the Company has, and has caused its financial advisors
and outside legal counsel to, during the Company Notice Period, negotiate with Purchaser in good faith (if Purchaser so desires)
to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute
a Superior Offer, and (iii) after Purchaser shall have delivered to the Company a written offer to alter the terms or conditions
of this Agreement during the Company Notice Period, the Company Board shall have determined in good faith, based on the advice
of its outside legal counsel, that the failure to make a Company Board Adverse Recommendation Change would reasonably likely be
inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the terms and conditions
of this Agreement); provided that Purchaser receives written notice from the Company confirming that the Company Board has determined
to change its recommendation at least three (3) Business Days in advance of such Company Board Adverse Recommendation Change (the
Company Notice Period”), which notice shall include written copies of any relevant proposed transaction agreements
with any party making a potential Superior Offer. In the event of any material amendment to any Superior Offer, the Company shall
be required to provide Purchaser with notice of such material amendment and the Company Notice Period shall be extended, if applicable,
to ensure that at least two (2) Business Days remain in the Company Notice Period following such notification during which the
parties shall comply again with the requirements of this Section 5.11(c) and the Company Board shall not make a Company
Board Adverse Recommendation Change prior to the end of such Company Notice Period as so extended.

 

(d)
Nothing contained in this Agreement shall prohibit the Company or the Company Board from (i) complying with Rules 14d-9 and 14e-2(a)
promulgated under the Exchange Act, (ii) issuing a “stop, look and listen” communication or similar communication
of the type contemplated by Section 14d-9(f) under the Exchange Act or (iii) otherwise making any disclosure to the Company stockholders;
provided however, that in the case of the foregoing clause (iii) the Company Board determines in good faith, after consultation
with its outside legal counsel, that failure to make such disclosure would reasonably likely be inconsistent with applicable Law,
including its fiduciary duties under applicable Law; provided, further, that any such disclosures (other than a “stop, look
and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act)
shall be deemed to be a change of the Company Board Recommendation unless the Company Board expressly publicly reaffirms the Company
Board Recommendation (i) in such communication or (ii) within two (2) Business Days after being requested in writing to do so
by Purchaser.

 

 

5.12
Employee Matters.

 

(a)
No Third-Party Beneficiaries. Notwithstanding any other provision in this Agreement to the contrary, nothing in this Section
5.12
shall create any third party rights in any Business Employee, current or former employee or other service provider of
the Company or its Affiliates (or any beneficiaries or dependents thereof).

 

(b)
Business Employee List. From the Execution Date until the Closing Date, the Company shall deliver to Purchaser, on a periodic
basis as reasonably requested by Purchaser, an updated Business Employee List including the information described in Section
3.20
, in each case reflecting, among other changes thereto, any resignations from employment or changes in employment terms.

 

(c)
Access to Business Employees. From the Execution Date until the Closing Date, to the extent reasonably requested by Purchaser,
the Company shall: (i) use commercially reasonable efforts to make Business Employees available to Purchaser for the purpose of
informational interviews; and (ii) provide to Purchaser contact information for Business Employees (including their email and
mailing address unless prohibited by law). Notwithstanding anything to the contrary in this Section 5.12(c), the Company
shall not be required to disclose any such information (A) if doing so would violate any written obligation of confidentiality
to which it or any of its Affiliates is subject or, upon the advice of counsel, would jeopardize attorney-client privilege or
contravene any Laws or (B) if the Company reasonably determines in good faith that such information is competitively sensitive.

 

(d)
Communications to Business Employees. From and after the date of this Agreement until the Closing Date, Purchaser and the
Company shall cooperate in good faith regarding any written or oral communications by Purchaser or the Company to any Business
Employees, whether relating to employee benefits, post-Closing terms of employment or otherwise relating to the transactions contemplated
by this Agreement.

 

(e)
Offer Employees. Pursuant to and in accordance with Section 5.12(f), Purchaser may make offers of employment to
such Business Employees selected by Purchaser in its sole discretion (each such individual to whom Purchaser makes an offer, an
Offer Employee”). For the avoidance of doubt, nothing herein shall be construed as a representation or guarantee
by the Company that any Offer Employee will accept the offers of employment, or offers to continue or accept employment, with
Purchaser.

 

(f)
Offers of Employment.

 

(i)
Purchaser shall, as soon as practicable after the Execution Date (and in any event within twenty one (21) days after the Execution
Date, assuming the Company has provided accurate contact information for all Offer Employees), make employment offers to all the
Offer Employees, in each case, (A) with terms and conditions regarding compensation and employee benefits that meet the standards
set forth in Section 5.12(h) and (B) effective subject to and upon the occurrence of the Closing. Such employment offers
shall be on a form as shall be determined by Purchaser in its sole discretion.

 

 

(ii)
As soon as reasonably practicable following the date on which the offers of employment contemplated by this Section 5.12(f)
are made, Purchaser shall provide the Company with a schedule of the Offer Employees indicating the date on which each offer
was made. Purchaser shall notify the Company regarding acceptances and rejections of such offers of employment as soon as reasonably
practicable.

 

(iii)
Each Offer Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.12(f) is referred to herein
as a “Transferred Business Employee.”

 

(g)
Cooperation in Transfer of Employment. Purchaser and the Company shall cooperate in good faith to encourage each Offer
Employee to accept Purchaser’s Compliant Offer; provided that neither the Company nor Purchaser shall be required to pay
any additional compensation to such Offer Employees.

 

(h)
Terms and Conditions of Employment. Effective as of the Closing, Purchaser shall provide to each Transferred Business Employee,
(i) a base salary or wage rate that is no less favorable than the base salary or wage rate as in effect for such Transferred Business
Employee immediately prior to the Execution Date, and (ii) employee benefits that are no less favorable, in the aggregate, than
as in effect for similarly situated employees of Purchaser. In addition, for purposes of vesting, eligibility to participate,
and level of benefits under the benefit plans, programs, contracts or arrangements of Purchaser or any of its subsidiaries providing
benefits to any Transferred Business Employee (the “Purchaser Benefit Plans”), each Transferred Business Employee
shall be credited with his or her years of service with the Company or any of its subsidiaries; provided that the foregoing shall
not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the
generality of the foregoing, for purposes of each Purchaser Benefit Plan providing medical, dental, pharmaceutical and/or vision
benefits to a Transferred Business Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work
requirements of such Purchaser Benefit Plan to be waived for such Transferred Business Employee and his or her covered dependents
except to the extent such conditions would not have been waived or satisfied under the employee benefit plan whose coverage is
being replaced under the Purchaser Benefit Plan, and Purchaser shall use commercially reasonable efforts to cause any eligible
expenses incurred by a Transferred Business Employee and his or her covered dependents during the portion of such plan year in
which coverage is replaced with coverage under a Purchaser Benefit Plan to be taken into account under such Purchaser Benefit
Plan with respect to the plan year in which participation in such Purchaser Benefit Plan begins for purposes of satisfying all
deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Business Employee and his or her
covered dependents for such plan year as if such amounts had been paid in accordance with such Purchaser Benefit Plan. With respect
to each Offer Employee, an offer of employment or offer to continue employment by or on behalf of Purchaser with all of the foregoing
terms set forth in this Section 5.12(h), which, with respect to Offer Employees who receive offers of employment pursuant
to Section 5.12(f), is made on a timely basis pursuant to Section 5.12(f), is referred to herein as a “Compliant
Offer
”.

 

(i)
COBRA. Purchaser shall indemnify and hold harmless the Company and its Affiliates with respect to any liability under COBRA
or similar applicable Laws arising from the actions (or inactions) of Purchaser or its Affiliates relating to Transferred Business
Employees on or after the Closing Date. The Company shall indemnify and hold harmless Purchaser and its Affiliates for all liabilities,
including with respect to any “qualifying event” (as defined under COBRA) of any Business Employee occurring before
the Closing Date, and liabilities under similar applicable Laws incurred prior to the Closing Date.

 

 

5.13
Access to Information. From the date hereof until the Closing, the Company shall (a) afford Purchaser reasonable access
to and the right to inspect all of the assets and Contracts related to the Business; (b) furnish Purchaser with such financial,
operating and other data and information related to the Business as Purchaser may reasonably request; and (c) cooperate with Purchaser
in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business
hours upon reasonable advance notice to the Company and in such a manner as not to interfere with the normal operations of the
Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information
to Purchaser if such disclosure would, in the Company’s reasonable sole discretion: (i) jeopardize any attorney-client or
other privilege; or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of
this Agreement. Prior to the Closing, without the prior written consent of the Company, Purchaser shall not contact any suppliers
to, or customers of, the Business. Purchaser shall abide by the terms of the NDA with respect to any access or information provided
pursuant to this section.

 

5.14
Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws
of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets. However,
any Liabilities arising out of the failure of the Company to comply with the requirements and provisions of any bulk sales, bulk
transfer or similar laws of any jurisdiction shall be treated as Excluded Liabilities.

 

5.15
[Intentionally Omitted]..

 

5.16
Notification of Certain Matters; Other Agreements.

 

(a)
The Company shall promptly deliver notice to Purchaser in writing of any specific event or circumstance of which it has Knowledge,
or of which it receives notice, that: (i) has resulted or would reasonably be expected to result in any of the conditions to the
consummation of the transactions contemplated by this Agreement not being satisfied; (ii) the consent of any Person is or may
be required in connection with the consummation of the transactions contemplated by this Agreement; (iii) there is any Action
pending or, to the Knowledge of the Company, threatened that relates to the transactions contemplated by this Agreement; (iv)
any of the representations, warranties, covenants or agreements of the Company is or may be inaccurate or otherwise breached;
or (v) may otherwise be a material development in connection with the transactions contemplated by this Agreement.

 

(b)
The Company shall: (i) perform all acts to be performed by it pursuant to this Agreement and the Other Agreements; (ii) refrain
from taking or omitting to take any action that would violate any of the representations, warranties or covenants of the Company
hereunder or thereunder or render any of them inaccurate or untrue as of the Execution Date or the Closing Date or that in any
way would reasonably be expected to prevent the consummation of the transactions contemplated hereby or thereby; and (iii) not
take or omit to take any action that, if taken or omitted prior to the Execution Date, would constitute, or would reasonably be
expected to constitute, a breach of any of the Company’s representations or warranties contained in this Agreement.

 

 

(c)
Purchaser shall promptly deliver notice to the Company in writing of any specific event or circumstance of which it is aware,
or of which it receives notice, that: (i) has resulted or would reasonably be expected to result in any of the conditions to the
consummation of the transactions contemplated by this Agreement not being satisfied; (ii) the consent of any Person is or may
be required in connection with the consummation of the transactions contemplated by this Agreement; (iii) there is any Action
pending or, to the knowledge of Purchaser, threatened that relates to the transactions contemplated by this Agreement; (iv) any
of the representations, warranties, covenants or agreements of Purchaser is or may be inaccurate or otherwise breached; or (v)
may otherwise be a material development in connection with the transactions contemplated by this Agreement.

 

(d)
Purchaser shall: (i) perform all acts to be performed by it pursuant to this Agreement and the Other Agreements; (ii) refrain
from taking or omitting to take any action that would violate any of the representations, warranties or covenants of Purchaser
hereunder or thereunder or render any of them inaccurate or untrue as of the Execution Date or the Closing Date or that in any
way would reasonably be expected to prevent the consummation of the transactions contemplated hereby or thereby; and (iii) not
take or omit to take any action that, if taken or omitted prior to the Execution Date, would constitute, or would reasonably be
expected to constitute, a breach of any of Purchaser’s representations or warranties contained in this Agreement.

 

Article
VI

INDEMNIFICATION

 

6.1
Indemnification.

 

(a)
The Company shall indemnify and hold Purchaser and its members, shareholders, managers, directors, officers, and Affiliates (each,
an “Indemnified Party” and, collectively, the “Indemnified Parties”) harmless from and against
any and all Adverse Consequences incurred by any Indemnified Party (i) arising out of or in connection with the breach of any
warranty or the inaccuracy of any representation by the Company contained in this Agreement, (ii) arising out of or in connection
with any failure by the Company to perform any of the covenants, agreements or obligations under this Agreement or any other agreement
or instrument executed and delivered by or on behalf of the Company pursuant hereto or in connection herewith, (iii) which are
Excluded Liabilities, and (iv) arising out of any and all claims or demands for commissions or other compensation by any broker,
finder or similar agent claiming to have been employed by or on behalf of the Company; provided that, in each case, such Adverse
Consequences do not arise out of any wrongful conduct of Purchaser.

 

(b)
As used herein, the term “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations,
charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
amounts paid in settlement, liabilities, obligations, Taxes (excluding Taxes imposed on any recovery received by a party to be
indemnified as a result of any Adverse Consequences), Liens, losses, expenses and fees, court costs and including reasonable attorneys’
fees and expenses, and include, without limitation, those based on strict liability, equity or other theories of law.

 

 

(c)
Following the Closing, except for claims and causes of action arising out of (i) Fraud or willful misconduct, or (ii) any employment
agreements, non-compete agreements (including Section 5.7 hereof), confidentiality agreements (including Section 5.8
hereof) consulting agreements or other agreements executed in connection herewith, any claim or cause of action (whether such
claim sounds in tort, contract or otherwise and including statutory rights and remedies) based upon, relating to or arising out
of this Agreement or the transactions contemplated by this Agreement shall be brought in accordance with the provisions, and subject
to the applicable limitations, contained in this Agreement, which shall constitute the sole and exclusive remedy of the Indemnified
Parties for any such claim or cause of action.

 

6.2 Survival
of Representations and Warranties
. All covenants, agreements, representations and warranties made by the Company in this
Agreement shall survive the Closing and shall remain effective, subject to the provisions of Article VII.

 

6.3
Indemnification Escrow. On the Closing Date, the Company acknowledges that Purchaser shall deposit, by wire transfer of
immediately available funds to the Indemnification Escrow Account, the sum of $100,000 (the “Indemnification Fund”),
to be held and distributed in accordance with the terms of the Indemnification Escrow Agreement.

 

Article
VII

LIMITATIONS
ON INDEMNIFICATION AND COOPERATION

 

7.1
Term. Any rights of the Indemnified Parties to indemnification under Article VI shall apply only to Claims Notices
that have been delivered by Purchaser to the Company on or before the six (6) month anniversary of the Closing Date (the “Survival
Date
”).

 

7.2
Indemnification Basket and Cap. Any right of Purchaser to indemnification under Article VI shall not apply to any
Adverse Consequences until the aggregate of all such Adverse Consequences totals $10,000 (the “Indemnity Basket”),
in which event such indemnities shall apply to the amount of all such Adverse Consequences. The aggregate amount for which the
Company may be liable under Article VI shall not exceed $100,000 (the “Indemnity Cap”).

 

7.3
Disregard of Qualifications. For purposes of determining whether the amount of Adverse Consequences under Article VI
has totaled or exceeds the Indemnity Basket, the representations and warranties made by the Company will be deemed to be made,
and the covenants or obligations of the Company will be deemed to be stated, without qualification as to the concepts of materiality
stated therein.

 

7.4
Procedures with Respect to Claims.

 

(a)
As soon as reasonably practicable after Purchaser has actual knowledge of any Adverse Consequences, Purchaser will give written
notice to the Company (“Claims Notice”), which shall state, in reasonable detail, the nature, basis and amount
(to the extent then known based on a good faith calculation) of such Adverse Consequences. No delay on the part of Purchaser in
notifying the Company shall relieve the Company from any obligation hereunder unless (and then solely to the extent) the Company
is thereby prejudiced. The Company shall deliver a written response (the “Claims Response”) to any Claims Notice
within twenty (20) calendar days after the date that such Claims Notice was received by the Company (the “Response Period”).
Any Claims Response must specify whether the Company disputes the Adverse Consequences described in the Claims Notice (or the
amount set forth therein).

 

 

(b)
If the Company (i) fails to deliver a Claims Response within the Response Period or (ii) elects not to dispute the Adverse Consequences
described in a Claims Notice, then the amount included in such Claims Notice with respect to such undisputed Adverse Consequences
will be conclusively deemed to be an obligation of the Company, and the Company shall cause the Indemnification Escrow Agent to
release from escrow and disburse to Purchaser, in accordance with the terms of the Indemnification Escrow Agreement, within three
(3) Business Days after the last day of the applicable Response Period, the amount of cash equal to the amount specified in the
Claims Notice with respect to such undisputed Adverse Consequences, subject to the limitations contained in this Article VII.

 

(c)
If the Company delivers a Claims Response within the Response Period indicating that it disputes one or more of the Adverse Consequences
identified in the Claims Notice, the Company and Purchaser shall promptly meet and use their commercially reasonable efforts to
settle the dispute. If the Company and Purchaser are unable to reach agreement within twenty (20) calendar days after the conclusion
of the Response Period, then Purchaser may resort to other legal remedies, subject to the limitations set forth in this Article
VII. In connection with the assertion of any such other legal remedies, upon either (i) receipt of a non-appealable final order
of a court of competent jurisdiction with respect to the subject matter of a Claims Notice or (ii) written agreement of Purchaser
and the Company with respect to the resolution of the subject matter of a Claims Notice, Purchaser shall be entitled to recover
from the Company an amount of Adverse Consequences in accordance with such determination or resolution, which shall be paid to
Purchaser in accordance with Section 7.5, subject to the limitations contained in this Article VII.

 

7.5
Payment of Claims. Within three (3) Business Days of the determination pursuant to Section 7.4(c) of the amount
of Adverse Consequences with respect to which any Indemnified Party is entitled to indemnification, the Company shall direct the
Indemnification Escrow Agent to release from escrow and disburse to Purchaser the amount of cash equal to the amount of such Adverse
Consequences held under the Indemnification Escrow Account, in accordance with the terms of the Indemnification Escrow Agreement.
The Purchaser and the Company shall treat any indemnification payments made under this Article VII as adjustments to the
total consideration for all federal and state income tax purposes to the extent permitted under applicable Tax Law.

 

7.6
Release of Indemnification Escrow. If the Indemnification Fund is deposited into the Indemnification Escrow Account in
accordance with Section 6.3, on the Survival Date, Purchaser and the Company shall deliver a joint written instruction
to the Indemnification Escrow Agent to release to the Company all amounts then remaining in the Indemnification Escrow Account
that are not subject to an existing claim, in accordance with the terms of the Indemnification Escrow Agreement.

 

 

Article
VIII

CONDITIONS
TO CLOSING

 

8.1
Conditions to the Obligations of Purchaser and the Company. The obligations of the parties to effect the Closing are subject
to the satisfaction (any and all of which may be waived in whole or in part by written agreement of Purchaser and the Company)
prior to the Closing of the following conditions:

 

(a)
No Prohibition. No Law shall be in effect prohibiting the transactions contemplated herein.

 

(b)
Consents and Approvals. The Required Company Stockholder Approval, to the extent required by the DGCL as of immediately
prior to the Closing, and all Company Required Approvals shall have been obtained.

 

(c)
No Proceedings. There shall not be pending or threatened any proceeding challenging or seeking to restrain, limit or prohibit
any of the transactions contemplated by this Agreement.

 

8.2
Conditions to the Obligations of Purchaser. The obligation of Purchaser to effect the Closing is subject to the satisfaction
prior to the Closing of the following conditions, any and all of which may be waived in whole or in part by Purchaser:

 

(a)
Representations and Warranties. Each of the representations and warranties of the Company contained in this Agreement shall
be true and correct in all respects (disregarding, for this purpose, any qualifications as to materiality) as of the Execution
Date and as of the Closing Date as if made on and as of the Closing (except for such representations and warranties that are made
as of a specific date, which shall be true and correct in all respects as of such date), except for such failures to be true and
correct as have not had and would not reasonably be expected, in the aggregate, to materially impair the ability of Company to
perform its obligations under this Agreement or prevent or delay the consummation of the transactions contemplated herein.

 

(b)
Covenants. Each of the covenants and agreements of the Company to be performed on or prior to the Closing shall have been
duly performed in all material respects.

 

(c)
Closing Deliverables. Purchaser shall have received the documents and agreements required to be delivered by the Company
pursuant to Section 2.10(a).

 

8.3
Conditions to the Obligations of the Company. The obligation of the Company to effect the Closing is subject to the satisfaction
prior to the Closing of the following conditions, any and all of which may be waived in whole or in part by the Company:

 

(a)
Representations and Warranties. Each of the representations and warranties of Purchaser contained in this Agreement shall
be true and correct in all material respects as of the Execution Date and as of the Closing Date as if made on and as of the Closing
(except for such representations and warranties that are made as of a specific date, which shall be true and correct in all material
respects as of such date).

 

 

(b)
Covenants. Each of the covenants and agreements of Purchaser to be performed on or prior to the Closing shall have been
duly performed in all material respects.

 

(c)
Closing Deliverables. The Company shall have received the documents and agreements required to be delivered by Purchaser
pursuant to Section 2.10(b).

 

Article
IX

TERMINATION

 

9.1
Termination. This Agreement may be terminated at any time prior to the Closing:

 

(a)
by mutual written consent of the parties;

 

(b)
by either Purchaser or the Company if the Closing shall not have occurred on or prior to 11:59 p.m. New York Time on December
31, 2020 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section
9.1(b)
shall not be available to Purchaser, on the one hand, or to the Company, on the other hand, if such party’s action
or failure to act has been a principal cause of the failure of the Closing to be consummated on or before such time on the End
Date and such action or failure to act constitutes a breach of this Agreement; provided, further, however, that, in the event
that a request for additional information has been made by any Governmental Authority, or in the event that Proxy Statement has
not been mailed to the Company’s stockholders by the date which is sixty (60) days prior to the End Date, then either Purchaser
or the Company shall be entitled to extend the End Date for an additional sixty (60) days by written notice to the other party;
provided, further, however, that, in the event the Company’s Stockholders’ Meeting has been adjourned or postponed
in accordance with this Agreement and such adjournment or postponement continues through the End Date, then the End Date shall
automatically extend until the date that is ten (10) calendar days following the date to which such meeting is adjourned or postponed;

 

(c)
by either Purchaser or the Company if a court of competent jurisdiction or other Governmental Authority shall have issued a final
and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining,
enjoining or otherwise prohibiting transactions contemplated by this Agreement;

 

(d)
by either Purchaser or the Company if (i) the Company’s Stockholders’ Meeting (including any adjournments and postponements
thereof) shall have been held and completed and the Company’s stockholders shall have taken a final vote on the approval
of this Agreement and the transactions contemplated hereby and (ii) the approval of this Agreement and the transactions contemplated
hereby shall not have been approved at the Company’s Stockholders’ Meeting (or at any adjournment or postponement
thereof) by the Required Company Stockholder Vote; provided, however, that if a Company Merger is approved by the Company’s
stockholders at the Company’s Stockholder Meeting (or at any adjournment or postponement thereof), neither Purchaser nor
the Company may terminate this Agreement pursuant to this Section 9.1(d) if the Required Company Stockholder Vote is not
required to be obtained under the DGCL following the closing of such Company Merger as determined by the Company in its sole discretion;

 

 

(e)
by Purchaser if at any time prior to the approval of this Agreement and the transactions contemplated hereby by the Required Company
Stockholder Vote a Company Triggering Event shall have occurred;

 

(f)
by the Company, if prior to the approval of this Agreement and the transactions contemplated hereby by the Required Company Stockholder
Vote, (i) the Company has received a Superior Offer, (ii) the Company has complied with its obligations under Section 5.11(c)
in order to accept such Superior Offer, (iii) the Company concurrently terminates this Agreement and enters into a Permitted
Alternative Agreement with respect to such Superior Offer and (iv) on the date of such termination, the Company pays to Purchaser
the Purchaser Termination Fee.

 

(g)
by the Company, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement by Purchaser
or if any representation or warranty of Purchaser shall have become inaccurate, in either case, such that the conditions set forth
in Section 8.3(a) or Section 8.3(b) would not be satisfied as of the time of such breach or as of the time such
representation or warranty shall have become inaccurate; provided that the Company is not then in material breach of any representation,
warranty, covenant or agreement under this Agreement; provided, further, that if such inaccuracy in Purchaser’s representations
and warranties or breach by Purchaser is curable by the End Date by Purchaser then this Agreement shall not terminate pursuant
to this Section 9.1(g) as a result of such particular breach or inaccuracy until the expiration of a 30-day period commencing
upon delivery of written notice from the Company to Purchaser of such breach or inaccuracy and its intention to terminate pursuant
to this Section 9.1(g) (it being understood that this Agreement shall not terminate pursuant to this Section 9.1(g)
as a result of such particular breach or inaccuracy if such breach by Purchaser is cured prior to such termination becoming
effective);

 

(h)
[Intentionally Omitted]; or

 

(i)
by Purchaser, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement by the Company
or if any representation or warranty of the Company shall have become inaccurate, in either case, such that the conditions set
forth in Section 8.2(a) or Section 8.2(b) would not be satisfied as of the time of such breach or as of the time
such representation or warranty shall have become inaccurate; provided that Purchaser is not then in material breach of any representation,
warranty, covenant or agreement in this Agreement; provided, further, that if such inaccuracy in the Company’s representations
and warranties or breach by the Company is curable by the End Date, then this Agreement shall not terminate pursuant to this Section
9.1(i)
as a result of such particular breach or inaccuracy until the expiration of a 30-day period commencing upon delivery
of written notice from Purchaser to the Company of such breach or inaccuracy and its intention to terminate pursuant to this Section
9.1(i)
(it being understood that this Agreement shall not terminate pursuant to this Section 9.1(i) as a result of
such particular breach or inaccuracy if such breach by the Company is cured prior to such termination becoming effective); provided,
further that no termination may be made pursuant to this Section 9.1(i) solely as a result of the failure of the Company
to obtain the Required Company Stockholder Approval (in which case such termination must be made pursuant to Section 9.1(d)).

 

 

9.2
Effect of Termination. In the event of the termination of this Agreement by a party in accordance with Section 9.1,
written notice thereof shall forthwith be given to the other party specifying the provision hereof pursuant to which such termination
is made, and this Agreement shall be of no further force or effect; provided, however, that (a) Article I and Article X,
this Section 9.2, and Sections 5.6, 5.8 and 9.3 shall survive the termination of this Agreement and shall
remain in full force and effect, and (b) neither the termination of this Agreement nor Section 9.3 shall relieve any party
of any liability for Fraud or for any Willful Breach that occurred prior to such termination.

 

9.3
Termination Fees.

 

(a)
If this Agreement is terminated pursuant to Sections 9.1(e) or 9.1(f), then the Company shall pay to Purchaser,
by wire transfer of same-day funds, within two (2) Business Days of the date of termination (or in the case of termination pursuant
to Section 9.1(f), on the date of such termination), a nonrefundable fee in an amount equal to $275,000 (the “Purchaser
Termination Fee
”).

 

(b)
[Intentionally Omitted].

 

(c)
The parties agree that, subject to Section 9.2, payment of the Purchaser Termination Fee in accordance with Section
9.3(a)
shall, in the circumstances in which such fee is owed in accordance with the terms of this Agreement, constitute the
sole and exclusive remedy of Purchaser following the termination of this Agreement, it being understood that in no event shall
the Company be required to pay the Purchaser Termination Fee pursuant to this Section 9.3 on more than one occasion. Subject
to Section 9.2, following payment of the Purchaser Termination Fee in accordance with Section 9.3(a), (A) the Company
shall have no further liability to Purchaser in connection with or arising out of this Agreement or the termination thereof, any
breach of this Agreement by the Company giving rise to such termination, or the failure of the transactions contemplated by this
Agreement to be consummated, (B) neither Purchaser nor any of its Affiliates shall be entitled to bring or maintain any other
claim, action or proceeding against the Company or seek to obtain any recovery, judgment or damages of any kind against the Company
(or any partner, member, stockholder, director, officer, employee, subsidiary, Affiliate, agent or other Representative of the
Company) in connection with or arising out of this Agreement or the termination thereof, any breach by the Company giving rise
to such termination or the failure of the transaction contemplated by this Agreement to be consummated and (C) Purchaser and its
Affiliates shall be precluded from any other remedy against the Company and its Affiliates, at law or in equity or otherwise,
in connection with or arising out of this Agreement or the termination thereof, any breach by such party giving rise to such termination
or the failure of the transaction contemplated by this Agreement to be consummated.

 

(d)
[Intentionally Omitted].

 

(e)
Each of the parties acknowledges that (i) the agreements contained in this Section 9.3 are an integral part of the transactions
contemplated by this Agreement, (ii) without these agreements, the parties would not enter into this Agreement and (iii) any amount
payable pursuant to this Section 9.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will
compensate the parties in the circumstances in which such amount is payable.

 

 

Article
X

MISCELLANEOUS

 

10.1
Entire Understanding; Amendment; Severability. This Agreement, including all Exhibits and Schedules hereto, and the Other
Agreements and instruments referenced herein and delivered in connection herewith, represent the entire understanding of the parties
hereto with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, understandings and
agreements, written or oral, among the parties hereto with respect to the subject matter hereof, all of which prior agreements
and understandings are hereby rendered null and void. This Agreement may not be amended or modified except by a writing executed
by all of the parties hereto. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity
or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment
of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties
agree that the court making such determination shall have the power to limit such term or provision, to delete specific words
or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest
to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable
as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties agree to
replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the
extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

 

10.2
Further Assurances. Purchaser and the Company each agree that they shall, at any time and from time to time after the Closing
Date, upon request by the other party, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered,
such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate
the terms of this Agreement.

 

10.3
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective
successors and permitted assigns.

 

10.4
Assignment. Neither this Agreement nor any of a party’s rights or obligations hereunder may be assigned or delegated
by such party without the prior written consent of the other party, and any attempted assignment or delegation of this Agreement
or any of such rights or obligations by such party without the other party’s prior written consent shall be void and of
no effect ab initio, provided, however, that, without the prior written consent of the Company, Purchaser may assign its rights
or delegate its obligations and duties under this Agreement, in whole or in part, to a wholly-owned subsidiary of Purchaser provided
that in the event of such assignment or delegation by Purchaser, Purchaser shall remain liable for any and all duties and obligations
under this Agreement.

 

 

10.5
Counterparts. This Agreement may be signed in counterparts, each of which shall be considered an original and together
they shall constitute one agreement. Any photocopy, emailed copy or fax copy of this Agreement bearing one or more signatures
shall be valid, binding and admissible as if an original.

 

10.6
Section Headings; Exhibits; Schedules. Section headings contained in this Agreement are for convenience or reference only
and shall not be deemed a part of this Agreement. Any reference to Exhibits or Schedules shall signify that such Exhibits or Schedules
are incorporated herein by reference.

 

10.7
Governing Law; Jurisdiction. This Agreement and the rights and obligations of the parties under this Agreement shall be
governed, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice or
conflict of laws provision or rule. In any action or proceeding between any of the parties arising out of or relating to this
Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue
of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the
United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction,
the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard
and determined exclusively in accordance with the preceding clause (a); (c) waives any objection to laying venue in any such action
or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction
over any party; and (e) irrevocably and unconditionally waives the right to trial by jury.

 

10.8
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail or facsimile,
with confirmation of transmission, if sent on before 6 p.m. local time on a Business Day of the recipient, and if not before such
time, then on the next Business Day, (c) three (3) days after having been sent by registered or certified mail, return receipt
requested, postage pre-paid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent to a party at the address set forth below, or
to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section
10.8
:

 

If
to the Company before the Closing
:

 

NTN
Buzztime, Inc.

6965
El Camino Real

Suite
105-Box 517

Carlsbad,
CA 92009

E-mail:
richard@zoupco.com

Attn:
Richard Simtob

 

with
a copy to (which shall not constitute notice):

 

Breakwater
Law Group, LLP

415
S. Cedros, Suite 260

Solana
Beach, CA 92075

E-mail:
edwin@breakwaterlawgroup.com

Attn:
Edwin Astudillo, Esq.

 

If
to the Company after the Closing (unless otherwise specified by the Company prior to the Closing)
:

 

NTN
Buzztime, Inc.

140
58th Street

Building
A, Suite 2100

Brooklyn,
NY 11220

E-mail:
rguido@brooklynitx.com

Attn:
Ronald Guido, Chief Executive Officer

 

with
a copy to (which shall not constitute notice):

 

Akerman
LLP

350
East Las Olas Boulevard, Suite 1600

Fort
Lauderdale, FL 33301

E-mail:
philip.schwartz@akerman.com; rema.awad@akerman.com

Attn:
Philip B. Schwartz, Esq. and Rema Awad, Esq.

 

If
to Purchaser
:

 

eGames.com
Holdings LLC

71
Ardsley Avenue West

Irvington,
NY 10533

E-mail:
aram@egames.com

Attn:
Aram Fuchs

 

with
a copy to (which shall not constitute notice):

 

Gutiérrez
Bergman Boulris, PLLC

901
Ponce De Leon Blvd., Suite 303

Coral
Gables, FL 33134

E-Mail:
dale.bergman@gbbpl.com

Attn:
Dale S. Bergman, Esq.

 

Any
party may change its address for notice by written notice given to the other parties in accordance with this Section 10.8.

 

10.9
Expenses. The Company and Purchaser shall each pay its own expenses, fees and costs incident to the preparation and execution
of this Agreement and, except as otherwise expressly provided for herein, each party shall bear its respective expenses or fees
involved in the preparation and delivery of all documents and reports required to be delivered by or on behalf of such party hereunder,
whether or not the transactions contemplated by this Agreement are consummated.

 

 

10.10
Interpretation. No provision of this Agreement or any agreement ancillary hereto shall be interpreted or construed against
any party because that party or his or its legal Representative drafted such provision. Any pronoun used in this Agreement shall
be deemed to include singular and plural and masculine, feminine and neuter gender, as the case may be.

 

10.11
Prevailing Party Attorney’s Fees. In the event of a dispute arising out of or relating to this Agreement, the prevailing
party shall be entitled to receive reasonable costs and expenses, including, but not limited to, attorneys’ and experts’
fees and expenses.

 

10.12
Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred
upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such
party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties agree that
irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that
any party does not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder
to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breaches such
provisions. Accordingly, the parties acknowledge and agree that the parties shall be entitled to an injunction, specific performance
and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof,
in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose
the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate
remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party
seeking an injunction or injunctions to prevent breaches of this Agreement shall not be required to provide any bond or other
security in connection with any such order or injunction.

 

10.13
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person
(other than the parties) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

10.14
Waiver.

 

(a)
No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the
part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or remedy.

 

(b)
No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under
this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument
duly executed and delivered on behalf of such party and any such waiver shall not be applicable or have any effect except in the
specific instance in which it is given.

 

 

10.15
Rules of Interpretation. In this Agreement unless otherwise specified:

 

(a)
“includes” and “including” will mean including without limitation, and “or” will mean “and/or”;

 

(b)
a reference to an Article of this Agreement includes all Sections in such Article, and a reference to a Section of this Agreement
includes all subsections of that Section;

 

(c)
“herein,” “hereby,” “hereunder,” “hereof” and other equivalent words refer to
this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used;

 

(d)
a “party” includes its permitted assignees and/or the respective successors in title to substantially the whole of
its undertaking;

 

(e)
a statute or statutory instrument or any of their provisions is to be construed as a reference to that statute or statutory instrument
or provision as the same may be amended or re-enacted from time to time after the Execution Date;

 

(f)
words denoting the singular will include the plural and vice versa and words denoting any gender will include all genders; and

 

(g)
the term “made available” means, with respect to any material or document, that prior to 11:59 p.m. (San Diego time)
on the date that is two calendar days prior to the Execution Date (i) a copy of such material or document has been posted to and
made available by a party to the other party in an electronic data room or (ii) such document or material is publicly available
on the SEC’s Electronic Data Gathering Analysis and Retrieval system.

 

[Signature
Page to Follow
]

 

 

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

 

  PURCHASER:
   
  EGAMES.COM
HOLDINGS LLC
   
  By: /s/
Aram Fuchs
  Name: Aram
Fuchs
  Title: Managing
Member
     
  COMPANY:
   
  NTN
BUZZTIME, INC.
   
  By: /s/
Sandra Gurrola
  Name: Sandra
Gurrola
  Title: Sr.
Vice President of Finance

 

[Signature Page to Asset Purchase
Agreement
]

 

 

Exhibit 10.1

 

EXECUTION VERSION

 

THE
SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND NEITHER
SUCH SECURITY NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY,
IS AVAILABLE.

 

THE
OBLIGATIONS EVIDENCED BY THIS NOTE ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH HEREIN TO THE SENIOR OBLIGATIONS,
AND THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IS BOUND BY THE PROVISONS HEREIN.

 

NTN
BUZZTIME, INC.

 

8%
PROMISSORY NOTE

 

$1,000,000.00 September 18, 2020

 

FOR
VALUE RECEIVED, NTN Buzztime, Inc., a Delaware corporation (the “Company”), promises to pay to the order of
Fertilemind Management, LLC, a Delaware limited liability company (“Fertilemind”), and its successors and permitted
assigns (the “Holder”), the principal sum of $1,000,000.00, in accordance with the terms hereof, and to pay
interest on the principal sum outstanding, at the rate of eight percent (8%) per annum, compounded annually. This Note is unsecured.
The Company hereby acknowledges receipt of such principal sum.

 

The
following is a statement of the rights of the Holder of this Note and the terms and conditions to which this Note is subject,
and to which the Holder, by acceptance of this Note, agrees:

 

1.
Principal Repayment.

 

(a)
This Note and any accrued interest hereunder will become due and payable in accordance with the terms hereof upon the earlier
of (i) the termination of the Asset Purchase Agreement, dated as of September 13, 2020, by and between the Company and eGames.com
Holdings LLC (“
Purchaser”),
an affiliate of Fertilemind (the “
Asset Purchase Agreement”), pursuant to
Section 9.1 thereof, (ii) the closing of a Business Combination, and (iii) December 31, 2020 (such earlier date, the “
Maturity
Date”); provided, however, that upon the Closing (as defined in the Asset Purchase Agreement),
the outstanding principal amount of this Note and all accrued and unpaid interest thereon shall be applied against the obligation
of Purchaser to pay the Purchase Price (as defined in the Asset Purchase Agreement) on the Closing Date (as defined in the Asset
Purchase Agreement), and this Note shall be extinguished.

 

(b)
For the purposes of this Note, the following terms shall have the respective meanings provided in this Section
(b):

 

(i)
Business Combination” shall mean the: (A) merger of the Company with any Person in which the stockholders
of the Company (if considered a group) immediately prior to such transaction do not continue to control, directly or indirectly,
more than fifty percent (50%) of the voting securities of the surviving Person in such transaction and have a right to at least
more than fifty percent (50%) of the aggregate economic rights of distributions or dividends to holders of securities of such
surviving Person and any Person that Controls such surviving Person; (B) the sale of all or substantially all of the assets of
the Company, including any sale by license, contract or similar arrangement, in one or a series of related transactions; (C) any
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of common stock
of the Company are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects
any reclassification of its common stock or any compulsory share exchange pursuant to which the common stock of the Company is
effectively converted into or exchanged for other securities, cash or property.

 

 

(ii)
Control” shall mean power and authority of a specified Person to control the business and affairs of any other
specified Person.

 

(iii)
Person” shall mean an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity
of any kind.

 

2.
Interest. The
Holder of this Note is entitled to receive interest at an annual interest rate of eight percent (8%), compounded annually, of
the outstanding principal amount of this Note; provided, however, that during any Event of Default (as defined below) under this
Note the interest rate shall increase to fifteen percent (15%) per annum, compounded annually. Interest on the outstanding principal
balance of this Note shall be computed on the basis of the actual number of days elapsed and a 365-day year. Accrual of the interest
on the outstanding principal amount shall commence on the date hereof and shall continue until the earlier of (a) the date on
which all of the obligations of this Note have been paid in full and (b) the Closing. Subject to the proviso in Section 1(a),
all accrued and unpaid interest on the outstanding balance of this Note shall be paid on the Maturity Date.

 

3.
Affirmative and Negative Covenants of the Company.
The Company hereby covenants to the Holder as follows:

 

(a)
Event of Default. Within five (5) business days of any officer of the Company obtaining knowledge of any Event of Default
(as defined in Section 4 hereof), if such Event of Default is then continuing, the Company shall furnish to the Holder a written
notice setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto.

 

(b)
Performance. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying
out of the provisions of this Note.

 

(c)
Use of Proceeds. The proceeds of the loan represented by this Note shall be used by the Company only for the payment of
operating expenses that are incurred by the Company in connection with its ordinary course of business, and expenses incurred
in connection with the transactions contemplated by the Asset Purchase Agreement and any Company Merger (as defined in the Asset
Purchase Agreement).

 

4.
Events of Default.
This Note shall become immediately due and payable at the option of the Holder, upon any one
or more of the following events or occurrences (“
Events of Default”):

 

(a)
if any portion of this Note is not paid when due;

 

 

(b)
if the Company defaults in the observance or performance of any other material term, agreement, covenant or condition of this
Note and the Company fails to remedy such default within fifteen (15) days after the date of such default, or, if such default
is of such a nature that it cannot with due diligence be cured within said fifteen (15) day period, if the Company fails, within
said fifteen (15) days, to commence all steps necessary to cure such default, and fails to complete such cure within thirty (30)
days after the end of such fifteen (15) day period;

 

(c)
if any final judgment for the payment of money is rendered against the Company and the Company does not discharge the same or
cause it to be discharged or vacated within ninety (90) days from the entry thereof, or does not appeal therefrom or from the
order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and does not secure a stay
of execution pending such appeal within ninety (90) days after the entry thereof or if there is an acceleration of the obligations
by any of the holders of the existing indebtedness for borrowed money of the Company and the Company does not satisfy such obligations
or stay such acceleration within thirty (30) days;

 

(d)
if the Company makes an assignment for the benefit of creditors or if the Company generally does not pay its debts as they become
due; or

 

(e)
if a receiver, liquidator or trustee of the Company is appointed or if the Company is adjudicated a bankrupt or insolvent, or
if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state
law, is filed by or against, consented to, or acquiesced in, by the Company or if any proceeding for the dissolution or liquidation
of the Company is instituted; however, if such appointment, adjudication, petition or proceeding is involuntary and is not consented
to by the Company, upon the same not being discharged, stayed or dismissed within sixty (60) days.

 

5.
Usury. In
no event shall the amount of interest paid or agreed to be paid hereunder exceed the highest lawful rate permissible under applicable
law. Any excess amount of deemed interest shall be null and void and shall not interfere with or affect the Company’s obligation
to repay the principal of and interest on this Note.

 

6.
Mutilated, Destroyed, Lost or Stolen Note.
In case this Note shall become mutilated or defaced, or be destroyed, lost or stolen, the Company shall execute and deliver a
new note of like principal amount in exchange and substitution for the mutilated or defaced Note, or in lieu of and in substitution
for the destroyed, lost or stolen Note. In the case of a mutilated or defaced Note, the Holder shall surrender such Note to the
Company. In the case of any destroyed, lost or stolen Note, the Holder shall furnish to the Company: (a) evidence to its satisfaction
of the destruction, loss or theft of such Note and (b) such security or indemnity as may be reasonably required by the Company
to hold the Company harmless.

 

7.
Waiver of Demand, Presentment, etc.

 

(a)
The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts
called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless
of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

 

(b)
No delay or omission on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right or of
any other right of Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same
or any other right on any future occasion.

 

 

8.
Payment.

 

(a)
Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United
States of America by check or wire transfer of immediately available funds, at the option of the Holder, at the principal office
of the Holder or such other place or places or designated accounts as may be reasonably specified by the Holder of this Note in
a written notice to the Company at least three (3) business days prior to payment. Payment shall be credited first to the accrued
interest then due and payable and the remainder applied to principal.

 

(b)
This Note may be prepaid in full, but not in part, without payment of additional fee or penalty.

 

9.
Assignment.
The obligations of the Company under this Note shall be binding upon, its successors or assigns. Neither the Company nor the Holder
may assign any rights, duties or obligations hereunder unless the other party shall have given its prior written consent.

 

10.
Waiver and Amendment.
Any provision of this Note, including, without limitation, the maturity date hereof, and the observance of any term hereof, may
be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with
the written consent of the Company and the Holder.

 

11.
Notices.
Any notice, request or other communication required or permitted hereunder shall be given or made pursuant to and in accordance
with Section 11.8 of the Asset Purchase Agreement.

 

12.
Governing Law; Jurisdiction; Waiver of Jury Trial.

 

(a)
THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

 

(b)
THE COMPANY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE OF NEW YORK OR UNITED STATES FEDERAL COURTS LOCATED IN NEW
YORK COUNTY, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS NOTE. THE COMPANY IRREVOCABLY WAIVES THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. THE COMPANY FURTHER AGREES THAT SERVICE OF PROCESS UPON IT MAILED BY FIRST
CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE COMPANY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
HEREIN SHALL AFFECT THE HOLDER’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE COMPANY AGREES THAT A
FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

 

(c)
THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE.

 

 

13.
Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from
this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in
accordance with its terms.

 

14.
Headings. Section
headings in this Note are for convenience only, and shall not be used in the construction of this Note.

 

15.
Costs of Collection.
The Company shall pay all reasonable and documented attorney fees, and all other reasonable and documented fees and disbursements
of the Holder that are incurred to enforce the terms and conditions of this Note or to defend any action by Holder or any of its
affiliates asserted by or on behalf of the Company.

 

16.
SUBORDINATION.

 

(a)
The indebtedness and all other obligations evidenced by this Note (the “
Subordinated
Debt”) is subordinated to the indebtedness and all other obligations owing by the Company
to Avidbank (the “
Senior Debt”) including pursuant to that certain Loan and
Security Agreement, dated as of September 28, 2018 and as amended from time to time by and between the Company and Avidbank (the
Loan Agreement”). By acceptance hereof, Holder agrees that Holder will not
do any of the following: (i) demand or receive from the Company all or any part of the Subordinated Debt, by way of payment, prepayment,
setoff, lawsuit or otherwise, (ii) permit the Subordinated Debt to be secured by any property of the Company, (iii) exercise any
remedy with respect to the Subordinated Debt, (iv) accelerate the Subordinated Debt, (v) commence, or cause to commence, prosecute
or participate in any administrative, legal or equitable action against the Company, or (vi) permit any part of this Note to be
amended or waived, in all cases until such time as the Senior Debt is fully paid in cash and Avidbank has no commitment or obligation
to lend any further funds to the Company. Any payments, distributions or proceeds received by Holder in contravention of the terms
of this Note shall be held in trust for the benefit of Avidbank, and Holder will promptly turn over any such payments to Avidbank
to be applied to the Senior Debt. Holder subordinates to Avidbank any security interest or lien that Holder may have or acquire
in any property of the Company, and agrees that Lender shall not exercise any remedy with respect thereto.

 

(b)
In any bankruptcy, insolvency or similar proceeding involving the Company, Holder irrevocably appoints Avidbank as Holder’s
attorney in fact, and grants to Avidbank a power of attorney with full power of substitution, in the name of Holder or in the
name of Avidbank, for the use and benefit of Avidbank, to (i) file the appropriate claim or claims in respect of the Subordinated
Debt on behalf of Holder if Holder does not do so prior to 15 days before the expiration of the time to file claims in such proceeding
and if Avidbank elects, in its sole discretion, to file such claim or claims; and (ii) accept or reject any plan of reorganization
or arrangement on behalf of Holder and to otherwise vote Holder’s claims in respect of any Subordinated Debt in any manner
that Avidbank deems appropriate for the enforcement of its rights hereunder.

 

(c)
In the event of the Company’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law
or laws relating to the relief of debtors, these provisions shall remain in full force and effect, and Avidbank’s claims
against the Company shall be paid in full before any payment is made to Holder. If, at any time after payment in full of the Senior
Debt any payments of the Senior Debt must be disgorged by Avidbank for any reason (including, without limitation, the bankruptcy
of the Company), the rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such
payments had not been made and Holder shall immediately pay over to Avidbank all payments received with respect to the Subordinated
Debt to the extent that such payments would have been prohibited hereunder.

 

(d)
Avidbank is an express third-party beneficiary of this Section, which may not be waived or amended without the prior written consent
of Avidbank. In the event of any conflict between this Section and any other provision set forth in this note or any other document
governing the Subordinated Debt, the terms of this Section shall apply. No amendment to this Note or the Asset Purchase Agreement
or any other documents evidencing or relating to the Subordinated Debt shall directly or indirectly modify the provisions of this
Section in any manner which might terminate or impair the subordination of the Subordinated Debt as set forth herein.

 

[Signature
Page to Follow
]

 

 

IN
WITNESS WHEREOF
, the Company has caused this Note to be issued as of the date first above written.

 

  NTN
BUZZTIME, INC.
     
  By: /s/
Sandra Gurrola
  Name: Sandra
Gurrola
  Title: Sr.
Vice President of Finance

 

[Signature
Page to Bridge Note
]

 

 

 

Exhibit
10.2

 

AMENDMENT
#4 TO EMPLOYMENT AGREEMENT

 

THIS
AMENDMENT #4 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 18, 2020 (the
Effective Date”), between NTN Buzztime, Inc., a Delaware corporation (the “Company”), and
Allen Wolff, an individual (“Executive”).

 

RECITALS

 

THE
PARTIES ENTER THIS AMENDMENT on the basis of the following facts, understandings and intentions:

 

  A. Executive
commenced employment with the Company as of December 29, 2014.
     
  B. The
Company and Executive are parties to that certain Employment Agreement made and entered into March 19, 2018 (the “Employment
Agreement
”), as amended by that certain Amendment #1 to Employment Agreement made and entered into September 17,
2019 (the “1st Amendment”), that certain Amendment #2 to Employment Agreement made and entered
into on January 14, 2020 (the “2nd Amendment”), and that certain Amendment #3 to Employment
Agreement made and entered into on March 27, 2020 (the “3rd Amendment,” and collectively with
the Employment Agreement, the 1st Amendment and the 2nd Amendment, the “Existing Employment
Agreement
”), pursuant to which, among other things, Executive served as the Company’s interim Chief Executive
Office from September 17, 2019 through January 13, 2020, and has been serving as the Company’s Chief Executive Officer
since January 14, 2020.
     
  C. Executive
desires to continue employment with the Company on the terms and conditions set forth in this Amendment.
     
  D. The
Nominating and Corporate Governance/Compensation Committee (the “Committee”) of the Board of Directors
of the Company has determined and approved the terms of Executive’s continued employment on the terms and conditions
set forth in this Amendment.
     
  E. This
Amendment, the Existing Employment Agreement and all related documents referenced in the Existing Employment Agreement shall
govern the employment relationship between Executive and the Company from and after the Effective Date.

 

NOW,
THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree
as follows:

 

1. Change
in Control Bonus
. Effective as of the Effective Date, a new Section 2.7 is hereby added to the Existing Employment Agreement
to read in its entirety as follows:

 

  “2.7 Change
in Control Bonus
.

 

  (a) In
the event a Change in Control (as defined in Section 4.4) is consummated before March 31, 2021 (a “Qualifying CiC”)
and if and only if Executive is continuously employed by the Company through the time the Qualifying CiC is consummated (the
Closing Date”), then, subject to the requirements of Section 4.3, (1) Executive shall receive a cash bonus
of $162,500 (“CiC Bonus”), subject to tax withholding and other authorized deductions, and (2) provided
that Executive timely elects continued insurance coverage pursuant to COBRA, during the six month period following the termination
of his employment with the Company, the Company shall each calendar month pay directly to the applicable insurance company
an amount equal to the COBRA premiums for the insurance coverage so elected by Executive (subject to immediate cessation of
such payments if and when Executive becomes eligible for medical insurance coverage in connection with new employment).

 

 

  (b) The
CiC Bonus shall be paid to Executive promptly following the date on which the general release agreement contemplated by Section
4.3 becomes irrevocable by Executive in accordance with all applicable laws, rules and regulations (but in any event payment
of the CiC Bonus if earned will be made not later than 60 days after the Closing Date) and, at the Board’s discretion,
Executive shall have tendered the written resignation from the Board and its committees as contemplated above.
     
  (c) The
Company acknowledges and agrees that the transactions contemplated by the asset purchase agreement proposed to be entered
into between the Company and eGames Holdings LLC, if consummated before March 31, 2021, would constitute a Qualifying CiC.
     
  (d) The
Company further acknowledges and agrees that, nothing in this Section 2.7, shall be deemed to reduce or eliminate (1) any
amounts Executive is eligible to receive under the 2020 Executive Incentive Plan, or (2) any deferred compensation owed by
the Company to Executive.
     
  (e) Executive
understands and agrees that he shall not be eligible for any severance payments or benefits pursuant to Section 4.2(b) upon
the consummation of a Qualifying CiC because his employment with the Company shall automatically terminate upon the consummation
of such Qualifying CiC due to his resignation without Good Reason.

 

2. Amendment
to Section 4.3
. Effective as of the Effective Date, Section 4.3 is hereby amended by adding “Section 2.7 or”
immediately before “Section 4.2(b)” in each of the two instances “Section 4.2(b)” appears in Section
4.3.
   
3. Governing
Law
. This Amendment, and all questions relating to its validity, interpretation, performance and enforcement, as well
as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted
and enforced in accordance with, the laws of the State of California, notwithstanding any California or other conflict of
law provision to the contrary.
   
4. Severability.
If any provision of this Amendment or the application thereof is held invalid, the invalidity shall not affect other provisions
or applications of this Amendment which can be given effect without the invalid provisions or applications and to this end
the provisions of this Amendment are declared to be severable.
   
5. Conflict;
Agreement
. Except as modified by this Amendment, the Existing Employment Agreement, together with all stock unit agreements,
stock option agreements and other agreement for equity-based compensation and the exhibits contemplated thereby, including
the Confidentiality and Work for Hire Agreement and Mutual Agreement to Arbitrate, embody the entire agreement of the parties
hereto respecting the matters within its scope. If there is a conflict between the terms and conditions of this Amendment
and the Existing Employment Agreement, this Amendment shall take precedence. Otherwise, all other terms and conditions of
the Existing Employment Agreement remain in full force and effect.
   
6. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Amendment shall
become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the
parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals
for any purpose.
   
7. Legal
Counsel; Mutual Drafting
. Each party recognizes that this is a legally binding contract and acknowledges and agrees that
they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation
and preparation of this Amendment. Hence, in any construction to be made of this Amendment, the same shall not be construed
against either party on the basis of that party being the drafter of such language. Executive agrees and acknowledges that
he has read and understands this Amendment, is entering into it freely and voluntarily, and has been advised to seek counsel
prior to entering into this Amendment and has had ample opportunity to do so.

 

 

IN
WITNESS WHEREOF, the Company and Executive have executed this Amendment as of the Effective Date.

 

  COMPANY
  NTN
Buzztime, Inc., a Delaware corporation
     
  By: /s/
Richard Simtob
Name: Richard
Simtob
  Title: Chairman
of the Nominating and Corporate Governance/Compensation Committee
     
  EXECUTIVE
     
  /s/ Allen Wolff
  Allen Wolff

 

 

 

Exhibit
10.3

 

GUARANTY

 

This
GUARANTY (this “Guaranty”) is made as of September 18, 2020, by ARAM FUCHS, an individual (the “Guarantor”),
in favor of NTN BUZZTIME, INC., a Delaware corporation (the “Company”). The Company is a party to this Guaranty
for the purpose of acknowledging its terms.

 

RECITALS

 

A. Reference
is made to that certain Asset Purchase Agreement, dated of even date herewith (the “Purchase Agreement”) by
and between eGames.com Holdings LLC, a Nevada limited liability company (“Purchaser”), and the Company. Capitalized
terms used but not defined herein shall have the meaning assigned to them in the Purchase Agreement.

 

B. On
the terms and subject to the conditions set forth in the Purchase Agreement, the Company will sell, and Purchaser shall purchase,
substantially all of the assets, rights and interests of the Company relating to the Business, upon the terms and subject to the
conditions therein provided (the “Asset Sale”).

 

C. As
a condition to entering into the Purchase Agreement, the Company requires, among other things, the execution and delivery by the
Guarantor of this Guaranty.

 

D. As
consideration therefor and in order to induce the Company to complete the transactions contemplated by the Purchase Agreement,
the Guarantor is willing to execute and deliver this Guaranty.

 

AGREEMENT

 

The
parties hereby agree as follows:

 

1. Guaranty.
On the terms and subject to the conditions of this Guaranty, the Guarantor hereby absolutely, unconditionally and irrevocably
guarantees to the Company the full and prompt payment when due of any and all amounts, from time to time, payable by Purchaser
under the Purchase Agreement (collectively the “Guaranteed Obligations”). This Guaranty is an absolute, unconditional,
present and continuing guaranty of payment of the Guaranteed Obligations and not of collectibility and is in no way conditioned
upon any attempt by the Company to collect from the Purchaser or any other action, occurrence or circumstance whatsoever. Guarantor
acknowledges that this Guaranty was entered into in connection with and as a condition to Company entering into the Purchase Agreement
and that Guarantor has received full and adequate consideration for entering into this Guaranty.

 

2. Absolute
Obligation
. The Guarantor agrees that the Guaranteed Obligations may be extended or renewed, without notice to or assent by
the Guarantor, and that the Guarantor will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration
of any Guaranteed Obligations. The obligations of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms hereof under any circumstances whatsoever, including:

 

2.1 any
extension, renewal, modification, settlement, compromise, waiver or release in respect of any Guaranteed Obligations;

 

 

2.2 any
change in the corporate existence, structure or ownership of Purchaser, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting Purchaser, the Guarantor or any of their respective assets;

 

2.3 the
existence of any claim, defense, set-off or other rights or remedies which the Guarantor at any time may have against the Purchaser,
or any other person or entity, whether in connection with this Guaranty or the Purchase Agreement, the transactions contemplated
hereby or thereby or any other transaction;

 

2.4 any
invalidity or unenforceability for any reason of this Guaranty or the Purchase Agreement, or any provision of Law purporting to
prohibit the payment or performance by Purchaser or the Guarantor; or

 

2.5 any
other circumstances or happening whatsoever, whether or not similar to any of the foregoing.

 

3. Waiver.
The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and waives presentment, demand of payment, notice of intent to accelerate and of acceleration, notice
of dishonor or nonpayment and any requirement that the Company institute suit, collection proceedings or take any other action
to collect the Guaranteed Obligations, including any requirement that the Company protect, secure, perfect or insure any lien
or security interest against any property subject thereto or exhaust any right or take any action against the Purchaser or any
other person or entity or any collateral (it being the intention of the Company that this Guaranty is to be a guaranty of payment
and not of collection). It shall not be necessary for the Company, in order to enforce any payment by the Guarantor hereunder,
to institute suit or exhaust its rights and remedies against Purchaser or any other person or entity, including others liable
to pay any Guaranteed Obligations, or to enforce its rights against any security ever given to secure payment thereof.

 

 

4. Miscellaneous.

 

4.1 Notices.
All notices and other communications given or made pursuant to this Guaranty shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail or facsimile, with confirmation
of transmission, if sent on before 6 p.m. local time on a Business Day of the recipient, and if not before such time, then on
the next Business Day, (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage
pre-paid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications to be sent to the Company hereunder shall be sent to the appropriate address set forth
in Section 10.8 of the Purchase Agreement. All communications to be sent to the Guarantor hereunder shall be sent to the address
set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance
with this Section 4.1.

 

Aram
Fuchs

71
Ardsley Avenue West

Irvington,
NY 10533

E-mail:
aram@egames.com

 

with
a copy to (which shall not constitute notice):

 

Gutiérrez
Bergman Boulris, PLLC

901
Ponce De Leon Blvd., Suite 303

Coral
Gables, FL 33134

E-Mail:
dale.bergman@gbbpl.com

Attn:
Dale S. Bergman, Esq.

 

4.2 Entire
Agreement; Amendment
. This Guaranty contains the entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. Any provision of
this Guaranty may be amended if, and only if, such amendment is in writing and signed by the parties hereto.

 

4.3 No
Assignment; Parties in Interest
. No party hereto may assign any of its rights or obligations under this Guaranty without the
prior written consent of the other parties hereto. This Guaranty will be binding upon, inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted assigns. Nothing in this Guaranty, express or implied, is
intended to confer upon any person other than the parties hereto or their successors or permitted assigns, any rights or remedies
under or by reason of this Guaranty.

 

 

4.4 Governing
Law; Jurisdiction
. This Guaranty shall be governed, construed and enforced in accordance with the laws of the State of
New York, without giving effect to any choice or conflict of laws provision or rule. In any action or proceeding between any
of the parties arising out of or relating to this Guaranty, each of the parties: (a) irrevocably and unconditionally consents
and submits to the exclusive jurisdiction and venue of the state and federal courts sitting in the City of New York; (b)
agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with
the preceding clause (a); (c) waives any objection to laying venue in any such action or proceeding in such courts; (d)
waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; and (e)
irrevocably and unconditionally waives the right to trial by jury.

 

4.5 Prevailing
Party Attorney’s Fees
. In the event of a dispute arising out of or relating to this Guaranty, the prevailing party shall
be entitled to receive reasonable costs and expenses, including, but not limited to, attorneys’ and experts’ fees
and expenses.

 

4.6 Counterparts;
Facsimile Signature
. This Guaranty may be signed in counterparts, each of which shall be considered an original and together
they shall constitute one agreement. Any photocopy, emailed copy or fax copy of this Guaranty bearing one or more signatures shall
be valid, binding and admissible as if an original.

 

[Signature
Page Follows]

 

 

IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Guaranty as of the day and year first above written.

 

  “GUARANTOR”:
   
  /s/
Aram Fuchs
  Aram
Fuchs

 

  “COMPANY”:
     
  By: /s/
Sandra Gurrola
  Name:
Sandra
Gurrola
  Title: Sr.
Vice President of Finance

 

 

 

 

 

 

 

 

 

 

Exhibit
99.1

 

NTN
Buzztime Enters Asset Purchase Agreement

to
Sell Entertainment and Advertising Assets

 

  The
asset sale complements Buzztime’s previously announced proposed reverse merger

 

Carlsbad,
CA, September XX, 2020 —NTN Buzztime, Inc. (NYSE American: NTN) signed a definitive asset purchase agreement to sell its
social entertainment, customer engagement, and advertising technology assets to eGames.com Holdings LLC (eGames.com) for $2.0
million in cash. The proposed transaction is expected to close in
the fourth quarter of 2020 subject to
the satisfaction or waiver of closing
conditions
in the purchase agreement.

 

eGames.com
is a game publishing business. Founder Aram Fuchs said, “Close to 30 years ago, I saw Buzztime for the first time. As a
hedge fund analyst and gaming aficionado, I was excited by Buzztime’s prospects. Since, Buzztime has built a formidable,
loyal player network with its engaging entertainment offerings, including trivia, sports, card and arcade games. I am ecstatic
to join the team now and intend to leverage the talents of eGames.com’s network of independent game developers to help realize
Buzztime’s full potential. Further, we expect to generate synergies to grow Buzztime’s out-of-home advertising network
organically and with eGames.com’s assets.”

 

“For
over 35 years, Buzztime has amassed a loyal player and customer base and more recently expanded its offering with effective out-of-home
advertising,” said Allen Wolff, CEO of NTN Buzztime. “We believe that this asset sale will generate benefits for various
stakeholders. By selling our game network, we will preserve our compelling in-venue experience that engages patrons for Buzztime
customer venues. The cash purchase price we will receive will strengthen our balance sheet and improve our stockholders’
position with respect to the previously announced proposed reverse merger with Brooklyn Immunotherapeutics LLC.”

 

Transaction
Details

 

In
consideration for the purchase of the assets, at the closing of the proposed transaction, eGames.com will pay $2.0 million in
cash to Buzztime and will assume certain of Buzztime’s other liabilities necessary to operate the business. On the date
the parties entered into the asset purchase agreement, an affiliate of eGames.com loaned $1,000,000 to Buzztime, which will be
applied toward the purchase price at the closing of the asset sale.

 

The
closing of the asset sale is subject to the satisfaction or waiver of certain customary closing conditions, including Buzztime
obtaining, as required by Delaware law, stockholder approval of the asset sale. As Buzztime previously announced, on August 12,
2020, Buzztime signed an agreement and plan of merger and reorganization with Brooklyn Immunotherapeutics LLC (Brooklyn) regarding
a proposed reverse merger transaction (merger). At that time, Buzztime also announced that it was continuing to explore the sale
of substantially all of the assets relating to its current business to provide additional capital and allow the company following
the closing of the merger, if it closes, to be in a position to focus exclusively on Brooklyn’s business. The proposed asset
sale transaction with eGames.com is the result of that process.

 

 

Upon
completion of the proposed asset sale, Buzztime’s Chief Executive Officer Allen Wolff will be appointed as Chief Executive
Officer of eGames.com.

 

A
more complete description of the terms of and conditions of the proposed asset sale transaction will be included in a current
report on Form 8-K to be filed by Buzztime with the U.S. Securities and Exchange Commission (SEC) on or about September 21, 2020.
A copy of the asset purchase agreement will be an exhibit to that Form 8-K. All parties desiring details regarding the terms and
conditions of the proposed asset sale transaction are urged to review that Form 8-K, and the exhibits attached thereto, which
will be available at the SEC’s website at www.sec.gov.

 

About
Buzztime

 

NTN
Buzztime, Inc., currently listed on NYSE American Exchange listed under ticker NTN, delivers interactive entertainment and innovative
technology that helps its customers acquire, engage and retain its patrons. The company’s tablets, mobile app and technology
offer engaging solutions to establishments that have guests who experience dwell time, such as in bars, restaurants, casinos and
senior living centers. For more information, please visit http://www.buzztime.com or follow us on Facebook or Twitter@buzztime.

 

Additional
Information and Where to Find It

 

In
connection with the proposed merger and asset sale, Buzztime intends to file relevant materials with the SEC, including a registration
statement on Form S-4 that will contain a proxy statement and a prospectus of Buzztime, which joint proxy statement/prospectus/consent
solicitation statement will be mailed or otherwise disseminated to Buzztime stockholders and to the beneficial holders of Brooklyn’s
Class A membership units if and when it becomes available. INVESTORS AND SECURITY HOLDERS OF BUZZTIME AND BROOKLYN ARE URGED TO
READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT BUZZTIME, BROOKLYN, THE PROPOSED MERGER AND ASSET SALE, AND RELATED MATTERS. The joint proxy statement/prospectus/consent
solicitation statement and other relevant materials (when they become available) and any other documents filed by Buzztime with
the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by Buzztime by directing a written request to: NTN Buzztime, Inc, 6965
El Camino Real, Suite 105-Box 517, Carlsbad, California 92009. Investors and security holders are urged to read the joint proxy
statement/prospectus/consent solicitation statement and the other relevant materials when they become available before making
any voting or investment decision with respect to the proposed merger and asset sale.

 

 

Participants
in the Solicitation

 

Buzztime
and its directors, executive officers and certain other members of management and employees, Brooklyn and its managers and officers,
and eGames.com and its managers and officers may, under SEC rules, be deemed to be participants in the solicitation of proxies
from the stockholders of Buzztime with respect to the proposed merger and asset sale and related matters. Information about the
directors and executive officers of Buzztime, including their ownership of shares of common stock is set forth in Buzztime’s
Annual Report on Form 10-K for the year ended December 31, 2019 and Amendment No. 1 thereto, which were filed with the SEC on
March 19, 2020 and April 27, 2020, respectively. Additional information regarding the persons or entities who may be deemed participants
in the solicitation of proxies from Buzztime stockholders, including a description of their interests in the proposed merger and
asset sale, by security holdings or otherwise, will be included in the joint proxy statement/prospectus/consent solicitation statement
and other relevant documents to be filed with the SEC when they become available. As described above, these documents will be
available free of charge at the SEC’s website or by directing a written request to Buzztime. Neither the managers or officers
of Brooklyn nor the managers or officers of eGames.com currently hold any interests, by security holdings or otherwise, in Buzztime.

 

Forward-Looking
Statements

 

This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are any statements that are not statements
of historical fact and may be identified by terminology such as “expect,” “intend,” “plan,”
“believe,” “anticipate,” “may,” “will,” “would,” “should,”
“could,” “contemplate,” “estimate,” “predict,” “potential” or “continue,”
or the negative of these terms or other similar words. These forward-looking statements include, but are not limited to, statements
concerning: the completion of the proposed asset sale and merger and the anticipated timing thereof, the benefits of the asset
sale for Buzztime’s stockholders and other stakeholders, and potential management changes following the asset sale. Forward-looking
statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of
future performance.

 

 

Actual
results could differ materially from those stated or implied in any forward-looking statement as a result of various factors,
including, but not limited to: (i) risks that the conditions to the closing of the proposed merger and/or asset sale are not satisfied,
including the failure of Buzztime and Brooklyn to timely obtain the requisite stockholder and member approvals for the merger
and/or asset sale and related matters, or to meet the net cash and capitalization requirements under the merger agreement, as
applicable; (ii) uncertainties as to the timing of the consummation of the proposed merger and asset sale and the ability of each
party to consummate the proposed merger and asset sale; (iii) risks related to Buzztime’s and Brooklyn’s ability to
manage their respective operating expenses and its expenses associated with the proposed merger and asset sale, as applicable,
pending closing; (iv) uncertainties related to the impact of the COVID-19 pandemic on the business and financial condition of
Buzztime and the ability of Buzztime and Brooklyn to consummate the merger and Buzztime and eGames.com to consummate the asset
sale; (v) Buzztime’s ability to continue to operate as a going concern if the proposed merger or asset sale is not consummated
in a timely manner, or at all; (vi) the outcome of any legal proceedings that may be instituted against Buzztime, Brooklyn or
others related to the merger agreement or the asset purchase agreement; (vii) the occurrence of any event, change or other circumstance
or condition that could give rise to the termination of either or both of those agreements; (viii) potential adverse reactions
or changes to business relationships resulting from the announcement or completion of the proposed merger or asset sale; and (ix)
those risks and uncertainties discussed in Buzztime’s reports filed with the SEC, including its most recent Annual Report
on Form 10-K, its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as other documents that may be filed
by Buzztime from time to time with the SEC available at www.sec.gov.

 

You
should not rely upon forward-looking statements as predictions of future events. Buzztime cannot assure you that the events and
circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially
from those projected in the forward-looking statements. The forward-looking statements made in this communication speak only as
of the date on which they were made. Buzztime does not undertake any obligation to update the forward-looking statements contained
herein to reflect events that occur or circumstances that exist after the date hereof, except as may be required by applicable
law or regulation.

 

Contacts

buzztime@lhai.com

 

 

 

 

 

 

 

 

 

 

Exhibit
99.2

 

EMPLOYEE
COMMUNICATION

 

September
18, 2020

 

Buzztime
Team,

 

Today,
we announced very exciting news – Buzztime entered into an Asset Purchase Agreement to sell our entertainment technology to eGames.com
Holdings LLC – which complements our August 13, 2020 announcement of our plans to conduct a reverse merger with Brooklyn ImmunoTherapeutics
(“Brooklyn”), the privately-held biopharmaceutical company focused on exploring the role that cytokine-based therapy
can have in treating patients with cancer.

 

eGames.com
has a long history of working with independent game developers, to bring their games to life on Google Play, the iTunes App store
and Steam. We at Buzztime are excited to work with eGames.com, and its independent game developers, to see what great games they
can bring to Buzztime’s avid player base.

 

eGames.com
intends to make offers of employment to all Buzztime employees, and all Buzztime employees who accept employment with eGames.com
are expected to be employed by eGames.com immediately upon completion of the asset sale. As a result, we anticipate that Buzztime’s
client service, development and management teams will remain intact. And, by joining eGames.com, we will be able to expand lead
generation, enter new markets, and leverage content creation across multiple brands.

 

We
are thrilled this transaction provides a strong platform for continued Buzztime operations – supporting our current customers
and expanding our product line into lighter, mobile based experiences.

 

We’re
committed to keeping you informed with regular updates regarding the status of the transaction process through its closing, which
is expected to be completed in Q4 2020. I am sure that you have many questions. To help address these questions, we are planning
an all-hands, employee-only call to discuss this announcement. We will send information about joining the call separately. We
encourage everyone to participate. In the meantime, we have tried to anticipate and address some of your questions in the “Employee
FAQs” below.

 

If
you receive any outside inquiries about our transactions with EGames.com or Brooklyn, including from the media or investor or
analyst communities, it is important that you refrain from commenting and direct them to Sandra Gurrola at sandra.gurrola@buzztime.com.

 

This
will be an exciting next chapter in Buzztime’s journey.

 

Allen

 

 

Employee
FAQs

 

1. Will
my position at Buzztime be eliminated? Will there be a job for me at eGames.com?
       
    A. We
are pleased that eGames.com plans to offer ALL current Buzztime team members employment with eGames.com. We expect the proposed
asset sale to eGames.com and the proposed reverse merger with Brooklyn to be completed on the same day. Employment of all
current Buzztime team members will be terminated upon completion of the merger. Buzztime team members’ who accept employment
with eGames.com are expected to start with eGames.com on the same day.

 

2. Will
I receive a severance package?
       
    A. Severance
benefits are usually intended to assist employees who may experience a gap in employment after they lose their job. Happily,
for the reasons described above, we do not anticipate a gap in employment for Buzztime employees.

 

3. Will
my rate of pay change?
       
    A. It
is intended that Buzztime employees will receive a base salary or wage rate with eGames.com that is no less favorable than
the base salary or wage rate as in effect with Buzztime.

 

4. Will
my title change?
       
    A. Titles
may change post transaction, but your supervisor will work with you on communicating those changes when the time is right.

 

5. Will
my role/responsibilities change?
       
    A. Role
and responsibilities are continually updated according to the business needs. We expect this will be consistent at eGames.com
as it has been at Buzztime.

 

6. How
do the companies’ benefits packages compare? Which benefits will continue to be offered and which will no longer be
available?
       
    A. Both
companies recognize that benefits are an important component of employment. Our agreement with eGames.com is that benefits
for Buzztime employees be no less favorable, in the aggregate, than benefits for similarly situated eGames.com employees.
eGames.com is reviewing its benefits programs and we will communicate benefits offerings once things are solidified during
the transaction process. We do not anticipate any gap in health insurance coverage for Buzztime employees who accept offers
of employment with eGames.com.

 

7. Will the new job require me to go to an office?
       
    A. eGames.com
and leadership will continue to evaluate the most efficient and productive manner to run the business.

 

8. Will
I report to a new manager?
       
    A. Currently,
we anticipate that eGames.com will implement the same organizational structure for the Buzztime business unit as is currently
in place at Buzztime.

 

9. When
will the reverse merger and the asset sale be completed?
       
    A. There
are many steps to complete before we will get to a close date, including getting stockholder approval on both transactions.
We anticipate having the stockholder meeting and completing the reverse merger and the asset sale during Q4 2020.

 

10. Will
eGames.com change our products?
       
    A. With
leadership and management at eGames.com planned to transition to the current Buzztime team, our expectation is that Buzztime’s
products will continue to evolve under the current vision and direction. eGames.com has 20 years of experience in development
and publishing that we believe will enhance our product and market strategy.

 

 

11. Will
we still sell what we currently sell?
       
    A. Yes,
eGames.com plans to sell the Buzztime products under the Buzztime brand!

 

12. Will
Allen still be the CEO?
       
    A. Allen
will be CEO of eGames.com and continue to lead the Buzztime branded products under the eGames.com umbrella.

 

13. What
redundancies exist? How will these be addressed moving forward?
       
    A. There
are few redundancies. Part of the attractiveness to eGames.com of acquiring Buzztime is our existing infrastructure. So, we
expect Buzztime’s systems and processes will be extended across eGames.com.

 

14. What
happens to Buzztime stock that employees own (or grants that they have)?

 

  A. If
you own shares of Buzztime stock before the reverse merger, you will continue to hold your existing shares of Buzztime stock
after the reverse merger. The shares will trade under a different symbol after the reverse merger.

 

  Restricted
stock units
   
  If
you hold restricted stock units (RSUs) and you remain employed by Buzztime through the closing date of the reverse merger,
100% of the unvested portion of your RSUs will vest immediately prior to the closing of the reverse merger. Subject to your
satisfaction of any tax withholding obligations, settlement of your RSUs will occur and your shares will be distributed to
you on the date of closing of the reverse merger.
   
  Stock
options
   
  If
you hold stock options, you will have 90 days after the date of termination of your employment with Buzztime to exercise your
options. If you do not exercise your options, they will expire on the date that is 90 days after the date your employment
with Buzztime terminates, which is expected to occur on the same date as the closing of the reverse merger.
   
  Please
contact Sandra Gurrola at sandra.gurrola@buzztime.com if you have questions regarding settlement of your RSUs or exercise
of your stock options. We encourage you to consult with a tax adviser familiar with your own personal circumstances
to obtain specific advice with respect to the tax consequences of settlement of your RSUs and exercise of your stock options
.
If you hold RSUs, you will recognize ordinary compensation income when the shares are issued to you upon settlement of your
RSUs, which income is subject to applicable income and employment tax withholding and will be reported on your Form W-2.

 

15. How
do these transactions impact Buzztime’s stockholders?

 

    A. Buzztime
stockholders will continue to hold their existing shares of Buzztime stock after the merger is completed. We are communicating
detailed information to our investors through our press releases and filings with the SEC. It is important that you refrain
from making any comments to investors regarding the proposed merger and asset sale, and continue to direct any investor inquiries
to Sandra Gurrola at sandra.gurrola@buzztime.com.

 

16. Will
our customers still be able to play our games?

 

    A. Yes,
we will be working with eGames.com to provide a seamless transition for our existing customers. After the transaction, eGames.com
currently plans to continue to provide our current games and to launch new games to our existing and new customers.

 

17. How
will our customers be serviced during and after the transaction?
       
    A. We
will continue to provide our customers with customer support services during the transaction process. We will notify customers
of the transactions and designate employees to provide additional information to and field questions from our customers about
the transition. With the Buzztime team expected to be a part of eGames.com after the transactions close, our customers should
expect to receive the same high level of customer service after the transactions close.

 

*
* * * * * * * * * * * * *

 

 

No
Offer or Solicitation

 

This
document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or
the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer
of securities in connection with the proposed merger involving NTN Buzztime, Inc. (“Buzztime”) and Brooklyn shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Additional
Information and Where to Find It

 

In
connection with the proposed merger and asset sale, Buzztime intends to file relevant materials with the SEC, including a registration
statement on Form S-4 that will contain a proxy statement and a prospectus of Buzztime, which joint proxy statement/prospectus
will be mailed or otherwise disseminated to Buzztime stockholders and the beneficial holders of Brooklyn’s Class A membership
units if and when it becomes available. INVESTORS AND SECURITY HOLDERS OF BUZZTIME AND BROOKLYN ARE URGED TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUZZTIME,
BROOKLYN, THE PROPOSED MERGER AND ASSET SALE, AND RELATED MATTERS. The joint proxy statement/prospectus and other relevant materials
(when they become available) and any other documents filed by Buzztime with the SEC, may be obtained free of charge at the SEC
website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC
by Buzztime by directing a written request to: NTN Buzztime, Inc., 6965 El Camino Real, Suite 105-Box 517, Carlsbad, California
92009. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when
they become available before making any voting or investment decision with respect to the proposed merger or asset sale.

 

Participants
in the Solicitation

 

Buzztime
and its directors, executive officers and certain other members of management and employees, Brooklyn and its managers and officers
and eGames.com and its managers and officers may, under SEC rules, be deemed to be participants in the solicitation of proxies
from the stockholders of Buzztime with respect to the proposed merger and asset sale and related matters. Information about the
directors and executive officers of Buzztime, including their ownership of shares of common stock is set forth in Buzztime’s
Annual Report on Form 10-K for the year ended December 31, 2019 and Amendment No. 1 thereto, which were filed with the SEC on
March 19, 2020 and April 27, 2020, respectively (together, the “2019 Annual Report”). To the extent that holdings
of Buzztime’s securities have changed since the amounts printed in the 2019 Annual Report, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the persons or
entities who may be deemed participants in the solicitation of proxies from Buzztime stockholders, including a description of
their interests in the proposed merger and asset sale, by security holdings or otherwise, will be included in the joint proxy
statement/prospectus and other relevant documents to be filed with the Buzztime when they become available. As described above,
these documents will be available free of charge at the Buzztime’s website or by directing a written request to Buzztime.
Neither the managers or officers of Brooklyn nor the managers or officers of eGames.com currently hold any interests, by security
holdings or otherwise, in Buzztime.

 

 

Caution
Regarding Forward-Looking Statements

 

This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act, which are intended to be covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are any statements that are not statements of historical fact and may
be identified by terminology such as “expect,” “intend,” “plan,” “believe,” “anticipate,”
“may,” “will,” “would,” “should,” “could,” “contemplate,”
“estimate,” “predict,” “potential” or “continue,” or the negative of these terms
or other similar words. These forward-looking statements include, but are not limited to, statements concerning: the structure
and completion of the proposed merger and asset sale and eGames.com’s business and workforce after the closing of the proposed
asset sale and the potential benefits of the asset sale for Buzztime’s stockholders and other stakeholders. Forward-looking
statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of
future performance.

 

Actual
results could differ materially from those stated or implied in any forward-looking statement as a result of various factors,
including, but not limited to: (i) risks that the conditions to the closing of the proposed merger and/or asset sale are not satisfied,
including the failure of Buzztime and Brooklyn to timely obtain the requisite stockholder and member approvals for the merger
and/or asset sale and related matters and to meet the net cash and capitalization requirements under the merger agreement, as
applicable; (ii) uncertainties as to the timing of the consummation of the proposed merger and asset sale and the ability of each
party to consummate the proposed merger and asset sale; (iii) risks related to Buzztime’s and Brooklyn’s ability to
manage their respective operating expenses and expenses associated with the proposed merger and asset sale, as applicable, pending
closing; (iv) the risk that, as a result of adjustments to the exchange ratio, Buzztime stockholders and Brooklyn members could
own more or less of the combined company than is currently anticipated; (v) Buzztime’s continued listing on the NYSE American;
(vi) uncertainties related to the impact of the COVID-19 pandemic on the business and financial condition of Buzztime, Brooklyn
and the combined company and the ability of Buzztime and Brooklyn to consummate the merger and Buzztime and eGames.com to consummate
the asset sale; (vii) Buzztime’s ability to continue to operate as a going concern if the proposed merger or asset sale
is not consummated in a timely manner, or at all; (viii) the combined company’s need for, and the availability of, substantial
capital in the future to fund its operations and research and development activities; (ix) Brooklyn’s ability to successfully
progress research and development efforts, including its manufacturing development efforts, and to create effective, commercially-viable
products; (x) the success of Brooklyn’s product candidates in completing pre-clinical or clinical testing and being granted
regulatory approval to be sold and marketed in the United States or elsewhere; (xi) the outcome of any legal proceedings that
may be instituted against Buzztime, Brooklyn, eGames.com or others related to the merger agreement or the asset purchase agreement;
(xii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of either
or both of those agreements; (xiii) potential adverse reactions or changes to business relationships resulting from the announcement
or completion of the proposed merger or asset sale; and (xiv) those risks and uncertainties discussed in Buzztime’s reports
filed with the Securities and Exchange Commission (“SEC”), including the 2019 Annual Report, its Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as other documents that may be filed by Buzztime from time to time with
the SEC available at www.sec.gov.

 

You
should not rely upon forward-looking statements as predictions of future events. Buzztime cannot assure you that the events and
circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially
from those projected in the forward-looking statements. The forward-looking statements made in this communication speak only as
of the date on which they were made. Buzztime does not undertake any obligation to update the forward-looking statements contained
herein to reflect events that occur or circumstances that exist after the date hereof, except as may be required by applicable
law or regulation.

 

 

 

 

 

 

 

 

Exhibit
99.3

 

Partners
COMMUNICATION

 

September
18, 2020

 

Buzztime
Partners,

 

Today,
we announced very exciting news – Buzztime entered into an Asset Purchase Agreement to sell our entertainment technology to eGames.com
Holdings LLC – which complements our August 13, 2020 announcement of our plans to conduct a reverse merger with Brooklyn ImmunoTherapeutics
(“Brooklyn”), the privately-held biopharmaceutical company focused on exploring the role that cytokine-based therapy
can have in treating patients with cancer.

 

eGames.com
has a long history of working with independent game developers, to bring their games to life on Google Play, the iTunes App store
and Steam. We at Buzztime are excited to work with eGames.com, and its independent game developers, to see what great games they
can bring to Buzztime’s avid player base.

 

eGames.com
intends to make employment offers to all Buzztime employees, and I have agreed that I will serve as CEO of eGames.com immediately
following the closing. As a result, we anticipate that Buzztime’s client service, development and management teams will
remain intact by joining eGames.com immediately upon completion of the asset sale.

 

We
are thrilled this transaction provides a strong platform for continued Buzztime operations – supporting our current customers
and expanding our product line into lighter, mobile-based experiences.

 

We’re
committed to keeping you informed with regular updates regarding the status of the transaction process through its closing, which
is expected to be completed in Q4 2020. If you have questions, please call your representative or see the FAQs below. As always,
kindly forward any media or investor inquiries to Sandra Gurrola at sandra.gurrola@buzztime.com.

 

This
will be an exciting next chapter in Buzztime’s journey.

 

Allen

 

 

FAQs

 

1. When
will the reverse merger and the asset sale be completed?

 

  A. There
are many steps to complete before we will get to a close date, including getting stockholder approval on both transactions.
We anticipate having the stockholder meeting and completing the reverse merger and the asset sale during Q4 2020.

 

2. Will
eGames.com change the Buzztime products?

 

  A. With
leadership and management at eGames.com planned to transition to the current Buzztime team, the expectation is that Buzztime’s
products will continue to evolve under the current vision and direction. eGames.com has 20 years of experience in development
and publishing that we believe will enhance Buzztime’s product and market strategy.

 

3. Will
Allen Wolff still be the CEO?

 

  A. Allen
Wolff is expected to be CEO of eGames.com and continue to lead the Buzztime branded products under the eGames.com umbrella.

 

4. How
do these transactions impact Buzztime’s stockholders?

 

  A. Buzztime
stockholders will continue to hold their existing shares of Buzztime stock after the merger is completed. After the reverse
merger, the company is expected to be renamed “Brooklyn ImmunoTherapeutics, Inc.” and the shares will trade under
a different symbol. We are communicating detailed information to investors through press releases and filings with the Securities
and Exchange Commission. It is important any investor inquiries are directed to Sandra Gurrola at sandra.gurrola@buzztime.com.

 

5. Will
customers still be able to play Buzztime games?

 

  A. Yes,
we will be working with eGames.com to provide a seamless transition for existing customers. After the transaction, eGames.com
currently plans to continue to provide current games and to launch new games to existing and new customers.

 

6. How
will customers be serviced during and after the transaction?

 

  A. We
will continue to provide customers with customer support services during the transaction process. With the Buzztime team expected
to be a part of eGames.com after the transactions close, customers should expect to receive the same high level of customer
service after the transactions close.

 

*
* * * * * * * * * * * * *

 

 

No
Offer or Solicitation

 

This
document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or
the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer
of securities in connection with the proposed merger involving NTN Buzztime, Inc. (“Buzztime”) and Brooklyn shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Additional
Information and Where to Find It

 

In
connection with the proposed merger and asset sale, Buzztime intends to file relevant materials with the SEC, including a registration
statement on Form S-4 that will contain a proxy statement and a prospectus of Buzztime, which joint proxy statement/prospectus
will be mailed or otherwise disseminated to Buzztime stockholders and the beneficial holders of Brooklyn’s Class A membership
units if and when it becomes available. INVESTORS AND SECURITY HOLDERS OF BUZZTIME AND BROOKLYN ARE URGED TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUZZTIME,
BROOKLYN, THE PROPOSED MERGER AND ASSET SALE, AND RELATED MATTERS. The joint proxy statement/prospectus and other relevant materials
(when they become available) and any other documents filed by Buzztime with the SEC, may be obtained free of charge at the SEC
website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC
by Buzztime by directing a written request to: NTN Buzztime, Inc., 6965 El Camino Real, Suite 105-Box 517, Carlsbad, California
92009. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when
they become available before making any voting or investment decision with respect to the proposed merger or asset sale.

 

Participants
in the Solicitation

 

Buzztime
and its directors, executive officers and certain other members of management and employees, Brooklyn and its managers and officers
and eGames.com and its managers and officers may, under SEC rules, be deemed to be participants in the solicitation of proxies
from the stockholders of Buzztime with respect to the proposed merger and asset sale and related matters. Information about the
directors and executive officers of Buzztime, including their ownership of shares of common stock is set forth in Buzztime’s
Annual Report on Form 10-K for the year ended December 31, 2019 and Amendment No. 1 thereto, which were filed with the SEC on
March 19, 2020 and April 27, 2020, respectively (together, the “2019 Annual Report”). To the extent that holdings
of Buzztime’s securities have changed since the amounts printed in the 2019 Annual Report, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the persons or
entities who may be deemed participants in the solicitation of proxies from Buzztime stockholders, including a description of
their interests in the proposed merger and asset sale, by security holdings or otherwise, will be included in the joint proxy
statement/prospectus and other relevant documents to be filed with the Buzztime when they become available. As described above,
these documents will be available free of charge at the Buzztime’s website or by directing a written request to Buzztime.
Neither the managers or officers of Brooklyn nor the managers or officers of eGames.com currently hold any interests, by security
holdings or otherwise, in Buzztime.

 

Caution
Regarding Forward-Looking Statements

 

This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act, which are intended to be covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are any statements that are not statements of historical fact and may
be identified by terminology such as “expect,” “intend,” “plan,” “believe,” “anticipate,”
“may,” “will,” “would,” “should,” “could,” “contemplate,”
“estimate,” “predict,” “potential” or “continue,” or the negative of these terms
or other similar words. These forward-looking statements include, but are not limited to, statements concerning: the structure
and completion of the proposed merger and asset sale and eGames.com’s business and workforce after the closing of the proposed
asset sale and the potential benefits of the asset sale for Buzztime’s stakeholders. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.

 

 

Actual
results could differ materially from those stated or implied in any forward-looking statement as a result of various factors,
including, but not limited to: (i) risks that the conditions to the closing of the proposed merger and/or asset sale are not satisfied,
including the failure of Buzztime and Brooklyn to timely obtain the requisite stockholder and member approvals for the merger
and/or asset sale and related matters and to meet the net cash and capitalization requirements under the merger agreement, as
applicable; (ii) uncertainties as to the timing of the consummation of the proposed merger and asset sale and the ability of each
party to consummate the proposed merger and asset sale; (iii) risks related to Buzztime’s and Brooklyn’s ability to
manage their respective operating expenses and expenses associated with the proposed merger and asset sale, as applicable, pending
closing; (iv) the risk that, as a result of adjustments to the exchange ratio, Buzztime stockholders and Brooklyn members could
own more or less of the combined company than is currently anticipated; (v) Buzztime’s continued listing on the NYSE American;
(vi) uncertainties related to the impact of the COVID-19 pandemic on the business and financial condition of Buzztime, Brooklyn
and the combined company and the ability of Buzztime and Brooklyn to consummate the merger and Buzztime and eGames.com to consummate
the asset sale; (vii) Buzztime’s ability to continue to operate as a going concern if the proposed merger or asset sale
is not consummated in a timely manner, or at all; (viii) the combined company’s need for, and the availability of, substantial
capital in the future to fund its operations and research and development activities; (ix) Brooklyn’s ability to successfully
progress research and development efforts, including its manufacturing development efforts, and to create effective, commercially-viable
products; (x) the success of Brooklyn’s product candidates in completing pre-clinical or clinical testing and being granted
regulatory approval to be sold and marketed in the United States or elsewhere; (xi) the outcome of any legal proceedings that
may be instituted against Buzztime, Brooklyn, eGames.com or others related to the merger agreement or the asset purchase agreement;
(xii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of either
or both of those agreements; (xiii) potential adverse reactions or changes to business relationships resulting from the announcement
or completion of the proposed merger or asset sale; and (xiv) those risks and uncertainties discussed in Buzztime’s reports
filed with the Securities and Exchange Commission (“SEC”), including the 2019 Annual Report, its Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as other documents that may be filed by Buzztime from time to time with
the SEC available at www.sec.gov.

 

You
should not rely upon forward-looking statements as predictions of future events. Buzztime cannot assure you that the events and
circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially
from those projected in the forward-looking statements. The forward-looking statements made in this communication speak only as
of the date on which they were made. Buzztime does not undertake any obligation to update the forward-looking statements contained
herein to reflect events that occur or circumstances that exist after the date hereof, except as may be required by applicable
law or regulation.

 

 

 

Exhibit
99.4

 

COMMUNICATION
TO CUSTOMERS & PLAYERS

 

September
18, 2020

 

Buzztime
Customers,

 

Today,
we announced very exciting news – Buzztime entered into an Asset Purchase Agreement to sell our entertainment technology to eGames.com
Holdings LLC – which complements our August 13, 2020 announcement of our plans to conduct a reverse merger with Brooklyn ImmunoTherapeutics
(“Brooklyn”), the privately-held biopharmaceutical company focused on exploring the role that cytokine-based therapy
can have in treating patients with cancer.

 

eGames.com
has a long history of working with independent game developers, to bring their games to life on Google Play, the iTunes App store
and Steam. We at Buzztime are excited to work with eGames.com, and its independent game developers, to see what great games they
can bring to Buzztime’s avid player base.

 

eGames.com
intends to make employment offers to all Buzztime employees, and I have agreed that I will serve as CEO of eGames.com immediately
following the closing. As a result, we anticipate that Buzztime’s client service, development and management teams will
remain intact by joining eGames.com immediately upon completion of the asset sale.

 

We
are thrilled this transaction provides a strong platform for continued Buzztime operations – supporting our current customers
and expanding our product line into lighter, mobile based experiences.

 

We’re
committed to keeping you informed with regular updates regarding the status of the transaction process through its closing, which
is expected to be completed in Q4 2020. If you have questions, please call your representative or see the FAQs below. As always,
kindly forward any media or investor inquiries to Sandra Gurrola at sandra.gurrola@buzztime.com.

 

This
will be an exciting next chapter in Buzztime’s journey.

 

Allen

 

 

FAQs

 

1. When
will the reverse merger and the asset sale be completed?

 

  A. There
are many steps to complete before we will get to a close date, including getting stockholder approval on both transactions.
We anticipate having the stockholder meeting and completing the reverse merger and the asset sale during Q4 2020.

 

2. Will
eGames.com change the Buzztime products?

 

  A. With
leadership and management at eGames.com planned to transition to the current Buzztime team, the expectation is that Buzztime’s
products will continue to evolve under the current vision and direction. eGames.com has 20 years of experience in development
and publishing that we believe will enhance Buzztime’s product and market strategy.

 

3. Will
Allen Wolff still be the CEO?

 

  A. Allen
Wolff is expected to be CEO of eGames.com and continue to lead the Buzztime branded products under the eGames.com umbrella.

 

4. How
do these transactions impact Buzztime’s stockholders?

 

  A. Buzztime
stockholders will continue to hold their existing shares of Buzztime stock after the merger is completed. After the reverse
merger, the company is expected to be renamed “Brooklyn ImmunoTherapeutics, Inc.” and the shares will trade under
a different symbol. We are communicating detailed information to investors through press releases and filings with the Securities
and Exchange Commission. It is important any investor inquiries are directed to Sandra Gurrola at sandra.gurrola@buzztime.com.

 

5. Will
customers still be able to play Buzztime games?

 

  A. Yes,
we will be working with eGames.com to provide a seamless transition for existing customers. After the transaction, eGames.com
currently plans to continue to provide current games and to launch new games to existing and new customers.

 

6. How
will customers be serviced during and after the transaction?

 

  A. We
will continue to provide customers with customer support services during the transaction process. With the Buzztime team expected
to be a part of eGames.com after the transactions close, customers should expect to receive the same high level of customer
service after the transactions close.

 

*
* * * * * * * * * * * * *

 

 

No
Offer or Solicitation

 

This
document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or
the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer
of securities in connection with the proposed merger involving NTN Buzztime, Inc. (“Buzztime”) and Brooklyn shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Additional
Information and Where to Find It

 

In
connection with the proposed merger and asset sale, Buzztime intends to file relevant materials with the SEC, including a registration
statement on Form S-4 that will contain a proxy statement and a prospectus of Buzztime, which joint proxy statement/prospectus
will be mailed or otherwise disseminated to Buzztime stockholders and the beneficial holders of Brooklyn’s Class A membership
units if and when it becomes available. INVESTORS AND SECURITY HOLDERS OF BUZZTIME AND BROOKLYN ARE URGED TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUZZTIME,
BROOKLYN, THE PROPOSED MERGER AND ASSET SALE, AND RELATED MATTERS. The joint proxy statement/prospectus and other relevant materials
(when they become available) and any other documents filed by Buzztime with the SEC, may be obtained free of charge at the SEC
website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC
by Buzztime by directing a written request to: NTN Buzztime, Inc., 6965 El Camino Real, Suite 105-Box 517, Carlsbad, California
92009. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when
they become available before making any voting or investment decision with respect to the proposed merger or asset sale.

 

Participants
in the Solicitation

 

Buzztime
and its directors, executive officers and certain other members of management and employees, Brooklyn and its managers and officers
and eGames.com and its managers and officers may, under SEC rules, be deemed to be participants in the solicitation of proxies
from the stockholders of Buzztime with respect to the proposed merger and asset sale and related matters. Information about the
directors and executive officers of Buzztime, including their ownership of shares of common stock is set forth in Buzztime’s
Annual Report on Form 10-K for the year ended December 31, 2019 and Amendment No. 1 thereto, which were filed with the SEC on
March 19, 2020 and April 27, 2020, respectively (together, the “2019 Annual Report”). To the extent that holdings
of Buzztime’s securities have changed since the amounts printed in the 2019 Annual Report, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the persons or
entities who may be deemed participants in the solicitation of proxies from Buzztime stockholders, including a description of
their interests in the proposed merger and asset sale, by security holdings or otherwise, will be included in the joint proxy
statement/prospectus and other relevant documents to be filed with the Buzztime when they become available. As described above,
these documents will be available free of charge at the Buzztime’s website or by directing a written request to Buzztime.
Neither the managers and officers of Brooklyn nor the managers or officers of eGames.com currently hold any interests, by security
holdings or otherwise, in Buzztime.

 

Caution
Regarding Forward-Looking Statements

 

This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act, which are intended to be covered by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are any statements that are not statements of historical fact and may
be identified by terminology such as “expect,” “intend,” “plan,” “believe,” “anticipate,”
“may,” “will,” “would,” “should,” “could,” “contemplate,”
“estimate,” “predict,” “potential” or “continue,” or the negative of these terms
or other similar words. These forward-looking statements include, but are not limited to, statements concerning: the structure
and completion of the proposed merger and asset sale and eGames.com’s business and workforce after the closing of the proposed
asset sale and the potential benefits of the asset sale for Buzztime’s stakeholders. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.

 

 

Actual
results could differ materially from those stated or implied in any forward-looking statement as a result of various factors,
including, but not limited to: (i) risks that the conditions to the closing of the proposed merger and/or asset sale are not satisfied,
including the failure of Buzztime and Brooklyn to timely obtain the requisite stockholder and member approvals for the merger
and/or asset sale and related matters and to meet the net cash and capitalization requirements under the merger agreement, as
applicable; (ii) uncertainties as to the timing of the consummation of the proposed merger and asset sale and the ability of each
party to consummate the proposed merger and asset sale; (iii) risks related to Buzztime’s and Brooklyn’s ability to
manage their respective operating expenses and expenses associated with the proposed merger and asset sale, as applicable, pending
closing; (iv) the risk that, as a result of adjustments to the exchange ratio, Buzztime stockholders and Brooklyn members could
own more or less of the combined company than is currently anticipated; (v) Buzztime’s continued listing on the NYSE American;
(vi) uncertainties related to the impact of the COVID-19 pandemic on the business and financial condition of Buzztime, Brooklyn
and the combined company and the ability of Buzztime and Brooklyn to consummate the merger and Buzztime and eGames.com to consummate
the asset sale; (vii) Buzztime’s ability to continue to operate as a going concern if the proposed merger or asset sale
is not consummated in a timely manner, or at all; (viii) the combined company’s need for, and the availability of, substantial
capital in the future to fund its operations and research and development activities; (ix) Brooklyn’s ability to successfully
progress research and development efforts, including its manufacturing development efforts, and to create effective, commercially-viable
products; (x) the success of Brooklyn’s product candidates in completing pre-clinical or clinical testing and being granted
regulatory approval to be sold and marketed in the United States or elsewhere; (xi) the outcome of any legal proceedings that
may be instituted against Buzztime, Brooklyn, eGames.com or others related to the merger agreement or the asset purchase agreement;
(xii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of either
or both of those agreements; (xiii) potential adverse reactions or changes to business relationships resulting from the announcement
or completion of the proposed merger or asset sale; and (xiv) those risks and uncertainties discussed in Buzztime’s reports
filed with the Securities and Exchange Commission (“SEC”), including the 2019 Annual Report, its Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as other documents that may be filed by Buzztime from time to time with
the SEC available at www.sec.gov.

 

You
should not rely upon forward-looking statements as predictions of future events. Buzztime cannot assure you that the events and
circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially
from those projected in the forward-looking statements. The forward-looking statements made in this communication speak only as
of the date on which they were made. Buzztime does not undertake any obligation to update the forward-looking statements contained
herein to reflect events that occur or circumstances that exist after the date hereof, except as may be required by applicable
law or regulation.

 

 



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