NTN BUZZTIME INC (Form: 8-K, Received: 11/13/2013 16:27:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 12, 2013

_________________


	NTN Buzztime, Inc.
	(Exact name of registrant as specified in its charter)

Delaware		001-11460		31-1103425
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2231 Rutherford Road, Suite 200, Carlsbad, California	92008
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (760) 476-3543

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry Into a Material Definitive Agreement.

On November 12, 2013, we entered into a securities purchase agreement with unaffiliated accredited investors pursuant to which we issued units (consisting of shares of common stock and warrants to purchase shares of common stock) at a purchase price of $0.40 per unit, resulting in aggregate gross proceeds of $2.4 million, which we will use for general corporate and working capital purposes. In the aggregate, we issued 6,000,000 shares of our common stock and warrants to purchase 3,600,000 shares of our common stock. The warrants have an exercise price of $0.40 per share and are exercisable beginning on May 11, 2014 and expire on November 11, 2018.

In connection with the private placement, we also entered into a registration rights agreement with the investors pursuant to which we agreed to file a registration statement with the SEC to register for resale by the investors the shares of common stock, and the shares of common stock issuable upon exercise of the warrants, sold to the investors in the private placement. The registration rights agreement contains a liquidated damages provision in the event that, among other things: (a) we fail to file the initial registration statement by November 22, 2013; (b) we fail to file a pre-effective amendment and otherwise respond to SEC comments in respect of the registration statement within 20 business days after the receipt of SEC comments; (c) a registration statement registering for resale all of the registrable shares is not declared effective by 60 days after November 22, 2013; or (d) we fail to maintain the registration statement effective for more than 15 consecutive calendar days or more than an aggregate of 30 calendar days during any 12-month period. In addition to other rights that the investors may have, in the event of any such breach, and on each monthly anniversary of each such breach if not cured, we must pay to each investor, as partial liquidated damages and not as a penalty, 1.0% of the aggregate purchase price paid by such investor pursuant to the securities purchase agreement, up to a maximum aggregate amount equal to 10% of the aggregate purchase price paid by such investor.

The summary of the securities purchase agreement, the warrants and the registration rights agreement is qualified in its entirety by reference to the securities purchase agreement, the form of warrant and the registration rights agreement, each of which is filed as an exhibit to this report and incorporated herein by this reference. The securities purchase agreement, the form of warrant and the registration rights agreement have been included to provide investors and stockholders with information regarding their respective terms. Those agreements are not intended to provide any other factual information about our company. The representations, warranties and covenants contained in those agreements were made only for purposes of those agreements and as of specific dates, were solely for the benefit of the parties to those agreements, 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 applicable to investors generally. Investors are not third-party beneficiaries under any of the agreements and should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of our company or our subsidiaries. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the agreements, which subsequent information may or may not be fully reflected in our public disclosures.

Item 3.02 Unregistered Sales of Equity Securities

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. Each of the investors in the private placement were accredited investors (as defined in Rule 501 of the Securities Act). The securities issued in the private placement were issued under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D under the Securities Act. The offering was not conducted in connection with a public offering and neither the company nor any person acting on its behalf offered or sold the securities by any form of general solicitation or general advertising.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Descriptions

4.1	Form of warrant issued on November 12, 2013
10.1	Securities Purchase Agreement dated November 12, 2013, by and among the registrant and the purchasers identified therein
10.2	Registration Rights agreement dated November 12, 2013, by and among the registrant and the purchasers identified therein.

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.

Dated: November 13, 2013	NTN Buzztime, Inc.
By:	/s/ Kendra Berger
	Kendra Berger Chief Financial Officer

Exhibit 4.1

NTN BUZZTIME INC.

WARRANT

NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT THERETO. NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE "BLUE SKY LAWS"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

This Warrant (as defined below) is being issued pursuant to that certain Securities Purchase Agreement (the " Purchase Agreement ") of even date herewith by and among NTN Buzztime, Inc., a Delaware corporation (" Company ") and the investor parties thereto.

THIS CERTIFIES THAT, for value received, [●] (" Holder ") is entitled, subject to the terms and conditions of this Warrant, to purchase from Company, up to [●] shares of Common Stock (as defined below) (such shares and all other shares issued or issuable pursuant to this Warrant referred to hereinafter as " Warrant Shares ") at a price of $0.40 per share (such price, as adjusted hereunder, the " Exercise Price ").

1. Definitions : As used in this Warrant, the following terms shall have the following meanings:

" Common Stock " means the common stock, $0.005 par value, of the Company.

" Convertible Securities " means evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration, shares of Common Stock, either immediately or upon the arrival of a specified date or the happening of a specified event or both.

" Exercise Date " means, in the case of an exercise pursuant to Section 2.1 , the date on which the aggregate Exercise Price is received by the Company, together with delivery of the Notice of Exercise and this Warrant, in accordance with Section 2.1 , and, in the case of an exercise pursuant to Section 2.2 , the date on which the Notice of Exercise and this Warrant are delivered to the Company in accordance with Section 2.2 .

" Exercise Period " means the period of time commencing at 12:01 a.m. Pacific Time on the Initial Exercise Date and ending at 5:30 P.M. Pacific Time on the Expiration Date.

" Expiration Date " means the five year anniversary of the Issuance Date.

" Fair Market Value " of a share of Common Stock as of a particular date means:

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(a)	If the Common Stock is then listed or quoted on a Trading Market, the Fair Market Value shall be deemed to be the average of the closing price of the Common Stock on such Trading Market over the ten (10) Trading Days ending on the Trading Day immediately prior to the Exercise Date;

(b)

If the Common Stock is not then quoted or listed on a Trading Market and if prices for the Common Stock are then reported in the "Pink Sheets" published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; and

(c)

If the Common Stock is not then quoted or listed on a Trading Market and if prices for the Common Stock are not then reported in the "Pink Sheets," the Fair Market Value shall be the value thereof, as agreed upon by the Company and the Holder; provided, however, that if the Company and the Holder cannot agree on such value, such value shall be determined by an independent valuation firm experienced in valuing businesses such as the Company and jointly selected in good faith by the Company and the Holder. Fees and expenses of the valuation firms shall be paid equally by the Company and the Holder.

" Fundamental Transaction " means (a) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own less than 50% of the voting power of the surviving entity immediately after such consolidation, merger or reorganization, or the Common Stock is converted into or exchanged for securities, cash or other property (b) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred or (c) any sale, lease, exclusive license or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets to any person or group of related persons (other than to any of the Company’s wholly owned subsidiaries).

" Initial Exercise Date " means May 11, 2014.

" Issuance Date " means November 12, 2013.

" Person " means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity, including any governmental authority or political subdivision thereof.

" Trading Day " means a day on which the NYSE MKT is open for trading.

" Trading Market " means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

" Transfer " means any sale, assignment, transfer, conveyance, pledge, hypothecation or other disposition, voluntarily or involuntarily, by operation of law, with or without consideration, or otherwise (including by way of intestacy, will, gift, bankruptcy, receivership, levy, execution, charging order or other similar sale or seizure by legal process).

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" Warrant " means this Warrant and any warrant delivered in substitution or exchange therefor as provided herein.

2. Exercise .

2.1 Payment . Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, during the Exercise Period, this Warrant may be exercised, in whole or in part at any time or from time to time, by delivery of:

(a)	the form of Notice of Exercise attached hereto as Exhibit 1 (the " Notice of Exercise "), duly executed by Holder, to the Company at its then principal office;

(b)	this Warrant at the principal office of the Company, and

(c)	payment in cash, by check or by wire transfer of an amount equal to the product obtained by multiplying the number of shares of Warrant Shares being purchased upon such exercise by the then effective Exercise Price.

2.2 Cashless Exercise . If at any time during the Exercise Period there is no effective registration statement registering the resale by Holder of the Warrant Shares, then this Warrant may also be exercised at such time by means of a "cashless exercise" in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)	=	the Fair Market Value of one share of Common Stock on the Trading Day immediately preceding the date of the Exercise Date
(B)	=	the Exercise Price of one share of Warrant Shares (as adjusted to the date of such calculation)
(X)	=	the number of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being canceled (at the date of such calculation)

If Holder elects to exercise this Warrant as provided in this Section 2.2 , Holder shall deliver this Warrant, along with the Notice of Exercise, duly executed by Holder, to the Company at its then principal office.

2.3 Stock Certificates; Fractional Shares . As soon as practicable on or after any exercise of this Warrant pursuant to this Section 2 , the Company shall issue and deliver to Holder a certificate or certificates for the number of whole shares of Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share equal to such fraction of the current Fair Market Value of one whole share of Warrant Shares as of the date of exercise of this Warrant. No fractional shares or scrip representing fractional shares shall be issued upon an exercise of this Warrant.

2.4 Partial Exercise; Effective Date of Exercise . In case of any partial exercise of this Warrant, the Company shall cancel this Warrant upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the shares of Warrant Shares purchasable hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date. Holder shall be treated for all purposes as the holder of record of the Warrant Shares to which it is entitled upon exercise of this Warrant as of the close of business on the Exercise Date.

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2.5 Exercise Price Adjustment . The Exercise Price in effect at any time and the number of Warrant Shares purchased upon the exercise of this Warrant shall be subject to adjustment from time to time only upon the happening of the following events:

(a)

Stock Dividend, Subdivision and Combination . In case the Company shall (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock or Convertible Securities without payment of any consideration for the additional shares of Common Stock or the Convertible Securities (including the additional shares of Common Stock issuable pursuant to the terms thereof), (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action (including the additional shares of Common Stock issuable pursuant to the terms of Convertible Securities issued as a dividend or as a distribution as contemplated by clause (i) of this Section 2.5(a) ). Such adjustment shall be made successively whenever any event listed above shall occur.

(b)

Other Distributions . If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution or liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than cash, Common Stock or Convertible Securities), then the Company may, at its option, either (i) decrease the Exercise Price of this Warrant by an appropriate amount based upon the value distributed on each share of Common Stock as determined in good faith by the Company’s board of directors or (ii) provide by resolution of the Company’s board of directors that on exercise of this Warrant, the Holder hereof shall thereafter be entitled to receive, in addition to the Warrant Shares otherwise receivable on exercise hereof, the number of shares or other securities or property which would have been received had this Warrant at the time been exercised.

(c)

Merger . If at any time after the date hereof there shall be a merger, consolidation, share exchange or similar transaction of the Company with or into another entity (other than any such transaction in which the Company is the surviving entity and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant), then the Company will make provision to ensure that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of shares or other securities or property of the Company, or successor entity resulting from such transaction, which would have been received by Holder for the shares of Common Stock subject to this Warrant had this Warrant been exercised at such time.

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(d)

Reclassification, Etc . If at any time after the date hereof there shall be a change or reclassification of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, then Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares or other securities or property resulting from such change or reclassification, which would have been received by Holder for the shares of Common Stock subject to this Warrant had this Warrant been exercised at such time.

(e)

Adjustment in Number of Securities . Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 2.5 , the number of Warrant Shares issuable upon the exercise at the adjusted Exercise Price of this Warrant shall be adjusted to the nearest number of whole shares of Common Stock by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

(f)

Notice of Adjustment . Whenever the Exercise Price shall be adjusted as provided in this Section 2.5 , the Company shall provide notice of such adjustment to the holder of this Warrant together with a statement, certified by the chief financial officer of the Company, showing in detail the facts requiring such adjustment and the Exercise Price that shall be in effect after such adjustment. Notwithstanding anything to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require a change in the Exercise Price of at least one cent ($0.01); provided, however, that any adjustments which by reason of this Section 2.5(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

3. Valid Issuance; Taxes . All Warrant Shares issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable; provided that Holder shall pay all taxes and other governmental charges that may be imposed in respect of the issue or delivery thereof. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for Warrant Shares in any name other than that of Holder, and in such case the Company shall not be required to issue or deliver any stock certificate or security until such tax or other charge has been paid, or it has been established to the Company's satisfaction that no tax or other charge is due.

4. Loss or Mutilation . Upon receipt of evidence satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of this Warrant, and of indemnity satisfactory to it, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company shall execute and deliver in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated Warrant.

5. Reservation of Warrant Shares . The Company hereby covenants that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of shares of Common Stock or other shares of capital stock of the Company as are from time to time issuable upon exercise of this Warrant and, from time to time as necessary, will take all steps necessary to amend its certificate of incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant. All such shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws. Issuance of this Warrant shall constitute full authority to the Company's officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for Warrant Shares upon the exercise of this Warrant.

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6. Restrictions On Transfer . Holder, by acceptance hereof, agrees that, absent an effective registration statement filed under the Securities Act of 1933, as amended (the " Securities Act "), covering the disposition or sale of this Warrant or the Warrant Shares, as the case may be, and registration or qualification under applicable state securities laws, such Holder shall not Transfer any or all of this Warrant or Warrant Shares, as the case may be, unless the Company has received a written opinion of counsel, in form and substance satisfactory to the Company, that no such registration is required and that the transfer will not otherwise violate the Securities Act, the Securities Exchange Act of 1934, or applicable state securities laws.

7. Notice of Record Date and Certain Other Events . In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to Holder, at least 10 days prior to the date on which any such record is to be taken for the purpose of such dividend or distribution, a notice specifying such date. In the event of any voluntary dissolution, liquidation or winding up of the Company, the Company shall mail to Holder, at least 10 days prior to the date of the occurrence of any such event, a notice specifying such date. In the event the Company authorizes or approves, enters into any agreement contemplating, or solicits stockholder approval for any Fundamental Transaction, the Company shall mail to the Holder, at least 10 days prior to the date of the closing of such event, a notice specifying such date.

8. Notice . All notices and other communications from the Company to the Holder or from the Holder to the Company shall be sent in accordance with the provisions of the Purchase Agreement.

9. Headings; Section Reference . The headings in this Warrant are for purposes of convenience in reference only, and shall not be deemed to constitute a part hereof. All Section references herein are references to Sections of this Warrant unless specified otherwise.

10. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions. The parties agree that the California Superior Court located in the County of San Diego, State of California shall have exclusive jurisdiction in connection with any dispute concerning or arising out of this Warrant, or otherwise relating to the parties relationship. In any action, lawsuit or proceeding brought to enforce or interpret the provisions of this Warrant and/or arising out of or relating to any dispute between the parties, the prevailing party with respect to each specific issue in a matter shall be entitled to recover all of his or its costs and expenses relating to such issue (including without limitation, reasonable attorney's fees and disbursements) in addition to any other relief to which such party may be entitled.

11. Severability . If any term, provision, covenant or restriction of this Warrant is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

12. No Rights as Shareholder Until Exercise . This Warrant does not entitle Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

13. Saturdays, Sundays and Holidays . If the Expiration Date falls on any day that is not a Trading Day, the Expiration Date shall automatically be extended until 5:30 P.M. the next Trading Day.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned duly authorized representative of the Company has executed this Warrant as of the day and date first written above.

	NTN Buzztime, Inc.

	By:
	Name:	Kendra Berger
	Title:	Chief Financial Officer

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EXHIBIT 1

NOTICE OF EXERCISE

(To be executed upon exercise of Warrant)

TO: NTN BUZZTIME, INC.

The undersigned hereby elects to purchase ________ Warrant Shares pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price in full, together with all applicable transfer taxes, if any. If said number of Warrant Shares shall not be all the Warrant Shares purchasable under the attached Warrant, a new Warrant is to be issued in the name of the undersigned for the balance remaining of the shares purchasable thereunder.

2.	Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2.2.

Date:____________________________________	Holder:

	____________________________________________________________________
By:
Its:

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this " Agreement ") is dated as of November 12, 2013 between NTN Buzztime, Inc., a Delaware corporation (the " Company "), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a " Purchaser " and collectively the " Purchasers ").

RECITALS

Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, units (" Units "), each of which shall consist of (i) one share of Common Stock (as defined below) (such shares of Common Stock constituting a part of the Units, collectively the " Shares "), and (ii) a Warrant (as defined below), as more fully described in this Agreement.

In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:

" Affiliate " means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such term is used in and construed under Rule 405 promulgated under the Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

" Board of Directors " means the board of directors of the Company.

" Business Day " means Monday through Friday, excluding any day of the year on which banks are required or authorized to close in the State of California.

" Closing " means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

" Closing Date " means the Trading Day when the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the purchase price and (ii) the Company's obligations to deliver the Shares have been satisfied or waived.

" Common Stock " means the common stock of the Company, par value $0.005 per share.

" Contract " means any written or oral contract, agreement, instrument, commitment, arrangement, understanding or undertaking (including leases, franchises, bonds, guaranties, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders).

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" Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

" Governmental Entity " means any foreign, federal, state, municipal or local government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any United States court, tribunal, or judicial or arbitral body of any nature; or any United States body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

" Knowledge of the Company " means any particular fact, circumstance, event or other matter in question of which any of the Company's executive officers and directors have knowledge. An individual shall be deemed to have knowledge of a particular fact, circumstance, event or other matter if (i) such fact, circumstance, event or other matter is reflected in one or more documents, written or electronic, that are or have been in such individual's possession or that would likely be reviewed by an individual who has the duties and responsibilities of such individual in the customary performance of such duties and responsibilities or (ii) such knowledge would be obtained from reasonable and customary inquiry of those Persons employed by Buyer charged with administrative or operational responsibility for such matter.

" Law " means any United States federal, state, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any Governmental Entity.

" Liens " means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

" Material Adverse Effect " means (i) a material adverse effect on the business of the Company and its Subsidiaries, taken as a whole, or (ii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document.

" NYSE MKT Approval " means approval from NYSE MKT for the additional listing of the Shares and the Warrant Shares.

" Person " means an individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or Governmental Entity.

" Purchase Price " means the amount equal to $0.40 per Unit.

" Registration Rights Agreement " means the registration rights agreement of even date herewith among the Company and the other parties thereto.

" Rule 144 " means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule.

" Securities Act " shall have the meaning ascribed to such term in the Recitals.

" SEC " means the United States Securities and Exchange Commission.

" SEC Reports " shall have the meaning ascribed to such term in Section 3.1(f) .

" Securities " means the Units, the Shares and the Warrant Shares.

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" Short Sales " include, without limitation, (i) all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, "put equivalent positions" (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

" Subsidiary " means with respect to any Person, any corporation a majority (by number of votes) of the outstanding shares of any class or classes of which shall at the time be owned by such Person or by a Subsidiary of such Person, if the holders of the shares of such class or classes (i) are ordinarily, in the absence of contingencies, entitled to vote for the election of a majority of the directors (or Persons performing similar functions) of the issuer thereof, even though the right so to vote has been suspended by the happening of such a contingency, or (ii) are at the time entitled, as such holders, to vote for the election of a majority of the directors (or Persons performing similar functions) of the issuer thereof, whether or not the right so to vote exists by reason of the happening of a contingency.

" Trading Day " means a day on which the NYSE MKT is open for trading.

" Trading Market " means NYSE MKT or such other markets or exchanges on which the Common Stock is primarily listed or quoted for trading on the date in question.

" Transaction Documents " means this Agreement, the Warrants and the Registration Rights Agreement.

" Warrants " means, collectively, the warrants to purchase Common Stock, in the form of Exhibit A , delivered to the Purchasers at the Closing in accordance with Section 2.1 .

" Warrant Shares " means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II

PURCHASE AND SALE

2.1 Closing . On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Company, such number of Units that equals the total Purchase Price set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto divided by the Purchase Price. At the Closing, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the total Purchase Price of the Units to be purchased by it, and the Company shall deliver to each Purchaser (a) one or more stock certificates registered in the name of such Purchaser, or in such nominee names as designated by such Purchaser, representing the number of Shares to be purchased by such Purchaser at the Closing, and (b) one or more Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 60% of the number of Shares purchased by such Purchaser at the Closing, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the conditions set forth in Section 2.2, the Closing shall occur at such location as the parties shall mutually agree.

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2.2 Closing Conditions .

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met, to the extent not waived by the Company in writing:

(1) the accuracy in all respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein;

(2) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

(3) payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the number of Units being purchased by each Purchaser at the Closing as set forth in the Schedule of Purchasers (for the avoidance of doubt, the condition set forth in this Section 2.2(a)(3) shall be satisfied only when the Company receives payment in the aggregate amount of at least $1.5 million); and

(4) the Shares and the Warrant Shares shall have been approved for listing on NYSE MKT, subject to official notice of issuance.

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met to the extent not waived by such Purchaser:

(1) the accuracy in all material respects (except to the extent that such representations and warranties are qualified by materiality, material adverse effect, or words of like effect, in which case such representations and warranties shall be true in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein;

(2) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(3) there shall have been no Material Adverse Effect with respect to the Company;

(4) the Purchasers shall have agreed to purchase an aggregate amount of at least $1.5 million of Units at the Closing as set forth in the Schedule of Purchasers;

(5) each Purchaser shall have received:

(A) a certificate signed by the Company's Chief Executive Officer or Chief Financial Officer to the effect that the representations and warranties of the Company in Section 3 hereof are true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, material adverse effect, or words of like effect, in which case such representations and warranties shall be true in all respects) as of, and as if made on, the date of this Agreement and as of the Closing Date and that the Company has satisfied in all material respects all of the conditions set forth in this Section 2.2(b); and

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(B) a certificate signed by the Secretary of the Company to which is attached a true, complete and correct copy of each of the amended and restated certificate of incorporation of the Company, as amended to date, the amended and restated bylaws of the Company and a copy of the resolutions adopted by the Board of Directors, to the effect that (i) no document with respect to any amendment to the certificate of incorporation of the Company has been filed in the office of the Secretary of State of the State of Delaware since, and no action has been taken or, to the best knowledge of the Secretary of the Company, is contemplated by the Board of Directors or the stockholders of the Company, for the purpose of effecting any such amendment or the dissolution, merger or consolidation of the Company, (ii) no proposal for any amendment, repeal or other modification to the amended and restated bylaws of the Company has been taken or is currently pending before the Board of Directors or stockholders of the Company and (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have not been altered, amended or superseded and remain in full force and effect as of the date hereof;

(6) the Company shall be validly existing as a corporation and in good standing under the laws of Delaware as of the Closing Date;

(7) the Company shall execute a counterpart to the Warrant and the Registration Rights Agreement; and

(8) the Shares and the Warrant Shares shall have been approved for listing on NYSE MKT, subject to official notice of issuance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . The Company hereby represents and warrant to each Purchaser as follows:

(a) Organization and Qualification . The Company is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to perform its obligations under this Agreement. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect.

(b) Authorization . The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party and each of the transactions contemplated hereby or thereby have been duly and validly authorized by the Company, and no other corporate act or proceeding on the part of the Company, its Board of Directors or its stockholders is necessary to authorize the execution, delivery or performance by the Company of this Agreement or any Transaction Document to which it is a party or the consummation of any of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Company and this Agreement constitutes, and the Transaction Documents upon execution and delivery by the Company, will each constitute, a valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law).

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(c) No Conflict . The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation of each of the transactions contemplated hereby or thereby will not (i) violate or conflict with the certificate of incorporation, bylaws or other organizational documents of the Company, (ii) violate, conflict with, result in any material breach of, constitute a default under, result in the termination of, result in the acceleration of any obligations under, result in a material change in terms of, create in any party the right to accelerate, terminate, modify or cancel, or require any consent or notice under, or create an event that, with the giving of notice or the lapse of time, or both, would be a default under or material breach of, any (A) Contract to which the Company is a party or by which it is bound or affected or to which any of its assets is bound or affected; or (B) judgment, order, writ, injunction, decree or demand of any Governmental Entity which materially affects the ability of the Company to perform its obligations under this Agreement; (iii) result in the creation or imposition of any Lien upon any assets or any of the equity of the Company, or which affects the ability to conduct its business as conducted prior to the date of this Agreement or perform its obligations under this Agreement; (iv) require any declaration, filing or registration with, or authorization, consent or approval of, exemption or other action by or notice to, any Governmental Entity or other Person under the provisions of any Law or any Contract to which the Company is subject, or by which the Company is bound or affected or by which the Company or any of its assets are bound or affected other than (y) the notice and/or application to NYSE MKT for the issuance and sale of the Shares and Warrant Shares and the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (z) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws.

(d) Legal Proceedings . There is no action, claim, suit or proceeding pending or, to the Knowledge of the Company, threatened, by or against the Company that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with the execution and delivery by the Company of this Agreement or any of the Transaction Documents to which it is a party or the performance of the Company hereunder or thereunder or which would, if such action, claim, suit or proceeding were adversely determined, have or reasonably be expected to result in a Company Material Adverse Effect.

(e) Issuance of Securities . The Units are duly authorized and, when issued and paid for the consideration as set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than Liens and restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved for issuance and delivery upon exercise of the Warrant such number of shares of Common Stock as are from time to time issuable upon exercise of the Warrant.

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(f) SEC Reports . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2012 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the " SEC Reports ") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports (i) were complete and accurate in all material respects and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and except for this Agreement and for dividends made in respect of the Company's Series A Convertible Preferred Stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.

(g) Preemptive and Other Rights . No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any Person and, except with respect to adjustments to the conversion price of the Company's Series A Convertible Preferred Stock as set forth in the Company's certificate of incorporation, will not result in a right of any holder of the Company's securities to adjust the exercise, conversion, exchange or reset price under any of such securities.

(h) Financial Statements . The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company (including, in each case, the notes, if any, thereto) included in the Form 10-K filed by the Company with the SEC on March 29, 2013 and the Form 10-Qs filed by the Company with the SEC on May 13, 2013 and August 14, 2013, fairly present, in all material respects, the assets, liabilities and consolidated financial position of the Company as of the dates indicated and the results of operations for the periods then ended. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP and are subject to normal and recurring year-end adjustments.

(i) Brokers . There are no claims or rights to brokerage commissions, finders fees or similar compensation in connection with the transactions contemplated by this Agreement based on any Contract made or alleged to have been made by or on behalf of the Company or any of its Affiliates, officers, employees or directors.

(j) Private Placement . Assuming the accuracy of each Purchaser's representations and warranties set forth in Section 3.2 , no registration under the Securities Act is required for the offer and sale of the Units by the Company to the Purchasers as contemplated hereby. Subject to NYSE MKT Approval, the issuance and sale of the Shares and the Warrant Shares hereunder does not contravene the rules and regulations of NYSE MKT.

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(k) Shell Company . The Company is not now and has not been, at any time during the past three (3) years, a shell company as defined by Rule 405 of the Securities Act.

(l) Disclosure . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. Except for the representations and warranties contained in this Section 3.1 , neither the Company nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company.

3.2 Representations and Warranties of the Purchasers . Each Purchaser, for itself and for no other Purchaser hereby, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a) Organization; Authority . Such Purchaser, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, and the execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Own Account . Such Purchaser (i) understands that the Units are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law (ii) is acquiring the Units as principal for its own account and not with a view to or for distributing or reselling such Units (within the meaning of Section 2(11) of the Securities Act) or any part thereof in violation of the Securities Act or any applicable state securities law, (iii) has no present intention of distributing any of such Units in violation of the Securities Act or any applicable state securities law and (iv) has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Units (this representation and warranty not limiting such Purchaser's right to sell the Units in compliance with applicable federal and state securities laws).

(c) Purchaser Status . At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be either: (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

(d) Residency . Such Purchaser's principal executive offices (or residence, in the case of a Purchaser that is an individual) are in the jurisdiction set forth immediately below Purchaser's name on the applicable signature page attached hereto.

(e) Experience of Such Purchaser . Such Purchaser, either alone or together with its representatives (who are unaffiliated with and who are not compensated by the Company or any Affiliate of the Company and who are not selling agents of the Company), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Units, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Units and, at the present time, is able to afford a complete loss of such investment.

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(f) Investment Risks . Such Purchaser acknowledges and is aware that: (i) there are substantial restrictions on the transferability of the Units, (ii) the Units will not be, and such Purchaser does not have the right to require that the Units be, registered under the Securities Act (other than pursuant the registration rights set forth in the Registration Rights Agreement); (iii) the certificates representing the Shares and the Warrant shall bear a legend similar to the legend set out in Section 4.1 and (iv) such legend shall not be removed from any such certificates unless either (A) such Shares are sold under an effective registration statement under the Securities Act, or (B) such Purchaser delivers to the Company a written opinion of counsel, in form and substance reasonably satisfactory to the Company, that no such registration is required and that the transfer will not otherwise violate the Securities Act, the Exchange Act or applicable state securities laws.

(g) Opportunity to Ask Questions . During the course of the transaction contemplated by this Agreement, and before acquiring the Units, such Purchaser has had the opportunity (i) to be provided with financial and other written information about the Company included in all documents the Company has publicly filed with the SEC, and (ii) to ask questions and receive answers concerning the business of the Company and its finances. Such Purchaser has, to the extent it has availed itself of this opportunity, received satisfactory information and answers.

(h) General Solicitation . Such Purchaser is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or, to its knowledge, in any other form of general solicitation or general advertisement.

(i) No Governmental Review . Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Units or the fairness or suitability of the investment in the Units nor have such authorities passed upon or endorsed the merits of the offering of the Units.

(j) Regulation M . Such Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Purchasers.

(k) Brokers and Finders . No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or such Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Purchaser.

(l) Certain Trading Activities . Since the time that such Purchaser was first contacted by the Company regarding the transactions contemplated hereby until the date hereof, neither such Purchaser nor any Affiliate of such Purchaser which (i) had knowledge of the transactions contemplated hereby, (ii) has or shares discretion relating to such Purchaser's investments or trading or information concerning such Purchaser's investments, including in respect of the Units, and (iii) is subject to such Purchaser's review or input concerning such Affiliate's investments or trading (collectively, " Trading Affiliates ") has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company's securities).

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(m) Reliance by the Company . Such Purchaser understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for exemption of the sale of the Units under the Securities Act and under the securities laws of all applicable states and for other purposes.

(n) Independent Investigation . Such Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company, and acknowledges and agrees that (i) in making its decision to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, such Purchaser has relied solely upon its own investigation and the express representations and warranties of the Company set forth in Section 3.1 , and (b) neither the Company nor any other Person has made any representation or warranty as to the Company or this Agreement, except as expressly set forth in in Section 3.1 .

ARTICLE IV

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions .

(a) The Units may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Units other than pursuant to an effective registration statement or in compliance with Rule 144 or to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company, at the transferor's sole expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Units under the Securities Act and such transfer is in compliance with applicable state securities laws. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement.

(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any certificate representing any of the Shares in the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE "BLUE SKY LAWS"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

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4.2 Integration . The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Units to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Units to the Purchasers or that would be integrated with the offer or sale of the Units for purposes of the rules and regulations of the Trading Market.

4.3 Securities Laws Disclosure; Publicity . The Company shall, during or prior to the Trading Day immediately following the second business day following the date hereof, issue a press release regarding the transactions contemplated hereby and file with the SEC a Current Report on Form 8-K (which shall include the Transaction Documents as exhibits thereto) disclosing the material terms of the transactions contemplated hereby as required by the Exchange Act. From and after the issuance of such press release and the filing of such Current Report on Form 8-K, the Company shall have publicly disclosed all material, non-public information delivered to the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall have sole control over any press release, public announcement, statement or acknowledgment (collectively, " Public Statements ") with respect to this Agreement and the consummation of the transactions contemplated herein; provided, however, that prior to the release of any Public Statements, Purchasers shall be afforded the right to review the Public Statements. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (i) as reasonably believed to be required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (ii) to the extent such disclosure is reasonably believed to be required by law or Trading Market regulations.

4.4 Form D; Blue Sky Filings . The Company agrees to timely file a Form D with respect to the Units as required under Regulation D. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Units for, sale to the Purchasers at the Closing under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of such actions upon reasonable request of any Purchaser.

ARTICLE V

MISCELLANEOUS

5.1 Fees and Expenses . At the Closing, the Company has agreed to reimburse Manatuck Hill Partners LLC up to $10,000 for its legal fees and expenses incurred in connection with the transactions contemplated by this Agreement. In lieu of the foregoing payments, the aggregate amount that Manatuck Hill Partners LLC is to pay for purchase of the Securities it is purchasing at the Closing shall be reduced by $10,000. Except for the foregoing, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Units to the Purchasers.

5.2 Entire Agreement . This Agreement, the Warrants and the Registration Rights Agreement, together with the exhibits and schedules hereto and thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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5.3 Notices . All notices or other communications which are required or permitted hereunder shall be in writing and shall be sufficiently given if (a) delivered personally or (b) sent by registered or certified mail, postage prepaid, or (c) sent by overnight courier with a nationally recognized courier, or (d) sent via email or facsimile confirmed in writing in any of the foregoing manners, as set forth on the signature pages attached hereto if delivered to Purchasers, or as follows if delivered to the Company:

NTN Buzztime, Inc.

2231 Rutherford Road, Suite 200

Carlsbad, CA 92008

Attention: Chief Executive Officer

Fax: 760.930.1187

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

ELA Corporate Law

2173 Salk Ave #250

Carlsbad, CA 92008

Attn: Edwin Astudillo, Esq.

edwin@elacorporatelaw.com

If sent by mail, notice shall be considered delivered five Business Days after the date of mailing, and if sent by any other means set forth above, notice shall be considered delivered upon receipt thereof. Any party may by notice to the other parties change the address, facsimile number or email address to which notice or other communications to it are to be delivered or mailed.

5.4 Amendments; Waivers . No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers of at least 50.1% in interest of the aggregate Shares purchased hereunder then held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.5 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.6 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns (including, without limitation, by merger, share exchange or other similar corporate reorganization or similar transaction).

5.7 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Article V.

5.8 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof.

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5.9 Survival . The representations and warranties of the Company and each Purchaser shall survive the Closing and the delivery of the Units for the applicable statute of limitations.

5.10 Counterparts . This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile and PDF signatures shall be treated as if they were originals.

5.11 Severability . If any term or provision of this Agreement or the application thereof to any circumstance shall, in any jurisdiction, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable such term or provision in any other jurisdiction, the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or enforceable.

5.12 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.13 Independent Nature of Purchasers' Obligations and Rights; Separate Counsel . The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under this Agreement or any other related agreement. Nothing contained herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of any related agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser acknowledges and agrees that such Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Agreement.

5.14 Construction . This Agreement has been negotiated by the parties and is to be interpreted according to its fair meaning as if the parties had prepared it together and not strictly for or against any party. All references in this Agreement to articles, sections, schedules and exhibits are to articles, sections, schedules and exhibits of or to this Agreement unless expressly otherwise indicated. At each place in this Agreement where the context so requires, the masculine, feminine or neuter gender includes others. "Including" or "include" means "including without limitation" and "include without limitation," respectively. "Or" is used in the inclusive sense of "and/or." Currency amounts referenced herein, unless otherwise specified, are in U.S. dollars.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	NTN Buzztime, Inc.,
	a Delaware corporation

	By:	/s/ K endra B erger
	Name:	Kendra Berger
	Title:	CFO

[Signature Pages For Purchasers Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser : Manatuck Hill Scout Fund, LP

Signature of Authorized Signatory of Purchaser:	/s/ Thomas Scalia

Name of Authorized Signatory :	Thomas Scalia

Title of Authorized Signatory :	General Partner

Email Address of Purchaser :

Facsimile Number of Purchaser :

Address for Notice of Purchaser :


Address for Delivery of Units for Purchaser (if not same as address for notice):

Number of Units to be purchased : 2,051,195

Number of Shares : 2,051,195

Number of Warrant Shares : 1,230,717

Total Purchase Price : $820,478.00

EIN Number : [TO BE PROVIDED UNDER SEPARATE COVER]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser : Manatuck Hill Navigator Master Fund, LP

Signature of Authorized Signatory of Purchaser:	/s/ Thomas Scalia

Name of Authorized Signatory :	Thomas Scalia

Title of Authorized Signatory :	General Partner

Email Address of Purchaser :

Facsimile Number of Purchaser :

Address for Notice of Purchaser :


Address for Delivery of Units for Purchaser (if not same as address for notice):

Number of Units to be purchased : 1,073,805

Number of Shares : 1,073,805

Number of Warrant Shares : 644,283

Total Purchase Price : $429,522.00

EIN Number : [TO BE PROVIDED UNDER SEPARATE COVER]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser : Granite Point Capital Master Fund, L.P.

Signature of Authorized Signatory of Purchaser:	/s/ W arren L ammert

Name of Authorized Signatory :	Warren B. Lammert III

Title of Authorized Signatory :	Managing Member of the General Partner, Granite Point Capital , LLC

Email Address of Purchaser :

Facsimile Number of Purchaser :

Address for Notice of Purchaser :


Address for Delivery of Units for Purchaser (if not same as address for notice):

Number of Units to be purchased : 1,250,000

Number of Shares : 1,250,000

Number of Warrant Shares : 750,000

Total Purchase Price : $500,000

EIN Number : [TO BE PROVIDED UNDER SEPARATE COVER]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser : Kevin O'Brien

Signature of Purchaser:	/s/ K evin E. O’ Brien

Email Address of Purchaser :

Facsimile Number of Purchaser :

Address for Notice of Purchaser :


Address for Delivery of Units for Purchaser (if not same as address for notice):

Number of Units to be purchased : 625,000

Number of Shares : 625,000

Number of Warrant Shares : 375,000

Total Purchase Price : $250,000

EIN Number : [TO BE PROVIDED UNDER SEPARATE COVER]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser : Shelton Y. Swei

Signature of Purchaser:	/s/ Shelton Y. Swei

Email Address of Purchaser :

Facsimile Number of Purchaser :

Address for Notice of Purchaser :


Address for Delivery of Units for Purchaser (if not same as address for notice):

Number of Units to be purchased : 625,000

Number of Shares : 625,000

Number of Warrant Shares : 375,000

Total Purchase Price : $250,000

EIN Number : [TO BE PROVIDED UNDER SEPARATE COVER]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser : Arthur Wirth

Signature of Purchaser:	/s/ Arthur Wirth

Email Address of Purchaser :

Facsimile Number of Purchaser :

Address for Notice of Purchaser :


Address for Delivery of Units for Purchaser (if not same as address for notice):

Number of Units to be purchased : 375,000

Number of Shares : 375,000

Number of Warrant Shares : 225,000

Total Purchase Price : $150,000

EIN Number : [TO BE PROVIDED UNDER SEPARATE COVER]

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Schedule of Purchasers

Securities Purchase Agreement

Purchaser	Total Purchase Price
Manatuck Hill Scout Fund, LP	$	820,478.00
Manatuck Hill Navigator Master Fund, LP	$	429,522.00
Granite Point Capital Master Fund, L.P.	$	500,000.00
Kevin O'Brien	$	250,000.00
Shelton Y. Swei	$	250,000.00
Arthur Wirth	$	150,000.00
	$	2,400,000.00

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Exhibit A

Form of Warrant

NTN BUZZTIME INC.

WARRANT

1. Definitions : As used in this Warrant, the following terms shall have the following meanings:

" Common Stock " means the common stock, $0.005 par value, of the Company.

" Exercise Period " means the period of time commencing at 12:01 a.m. Pacific Time on the Initial Exercise Date and ending at 5:30 P.M. Pacific Time on the Expiration Date.

" Expiration Date " means the five year anniversary of the Issuance Date.

" Fair Market Value " of a share of Common Stock as of a particular date means:

(a)	If the Common Stock is then listed or quoted on a Trading Market, the Fair Market Value shall be deemed to be the average of the closing price of the Common Stock on such Trading Market over the ten (10) Trading Days ending on the Trading Day immediately prior to the Exercise Date;

(b)

(c)

" Initial Exercise Date " means May 11, 2014.

" Issuance Date " means November 12, 2013.

" Trading Day " means a day on which the NYSE MKT is open for trading.

" Warrant " means this Warrant and any warrant delivered in substitution or exchange therefor as provided herein.

2. Exercise .

(a)	the form of Notice of Exercise attached hereto as Exhibit 1 (the " Notice of Exercise "), duly executed by Holder, to the Company at its then principal office;

(b)	this Warrant at the principal office of the Company, and

(c)	payment in cash, by check or by wire transfer of an amount equal to the product obtained by multiplying the number of shares of Warrant Shares being purchased upon such exercise by the then effective Exercise Price.

(A)	=	the Fair Market Value of one share of Common Stock on the Trading Day immediately preceding the date of the Exercise Date
(B)	=	the Exercise Price of one share of Warrant Shares (as adjusted to the date of such calculation)
(X)	=	the number of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being canceled (at the date of such calculation)

(a)

(b)

(c)

(d)

(e)

(f)

8. Notice . All notices and other communications from the Company to the Holder or from the Holder to the Company shall be sent in accordance with the provisions of the Purchase Agreement.

12. No Rights as Shareholder Until Exercise . This Warrant does not entitle Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

13. Saturdays, Sundays and Holidays . If the Expiration Date falls on any day that is not a Trading Day, the Expiration Date shall automatically be extended until 5:30 P.M. the next Trading Day.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned duly authorized representative of the Company has executed this Warrant as of the day and date first written above.

	NTN Buzztime, Inc.

	By:
	Name:	Kendra Berger
	Title:	Chief Financial Officer

EXHIBIT 1

NOTICE OF EXERCISE

(To be executed upon exercise of Warrant)

TO: NTN BUZZTIME, INC.

2.	Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

Date:____________________________________	Holder:

	____________________________________________________________________
By:
Its:

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated November 12, 2013 (this " Agreement "), is entered into by and among NTN Buzztime, Inc., a Delaware corporation (the " Company "), and each of the other parties signatory hereto (each such purchaser, a " Holder " and, collectively, the " Holders ").

RECITALS

In connection with that certain securities purchase agreement entered into by and among the Company and the Holders of even date herewith (the " Purchase Agreement "), and the offering contemplated thereby, the Company has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, to issue and sell to the Holders an aggregate of 6,000,000 units, consisting of an aggregate of 6,000,000 shares of Common Stock (as defined below) and warrants to purchase an aggregate of up to 3,600,000 shares of Common stock; and

In accordance with the terms of the Purchase Agreement, the Company has agreed to provide the Holders with certain registration rights as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Holders hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1 :

" Business Day " means Monday through Friday, excluding any day of the year on which banks are required or authorized to close in the State of California.

" Commission " means the U.S. Securities and Exchange Commission.

" Common Stock " means the common stock of the Company, par value $0.005 per share.

" Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

" Filing Deadline " means, with respect to the initial Registration Statement filed hereunder, the 10 th day after the Closing Date (as such term is defined in the Purchase Agreement), and with respect to any additional Registration Statements which may be required pursuant to Section 2.1(c) or Section 2.2(d), the earliest practical date on which the Company is permitted by the Commission to file such additional Registration Statement related to the Registrable Shares.

" Free Writing Prospectus " means any "free writing prospectus" as defined in Rule 405 promulgated under the Securities Act.

" Holder " means any Person holding Registrable Shares, or any assignee of record of such Registrable Shares to whom the rights under this Agreement have been duly assigned in accordance with this Agreement.

" Holder Free Writing Prospectus " means each Free Writing Prospectus prepared by or on behalf of the relevant Holder or used or referred to by such Holder in connection with the offering of Registrable Shares.

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" Issuer Free Writing Prospectus " means an "issuer free writing prospectus" under Rule 433 promulgated under the Securities Act.

" Person " means an individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or Governmental Entity (as such term is defined in the Purchase Agreement).

" Prospectus " means the prospectus used in connection with a Registration Statement and any amendments or supplements thereto.

" Registrable Shares " means, as of any date of determination, (i) all Shares, (ii) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (iii) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on exercise set forth in the Warrants) and (iv) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided , however , that any such Registrable Shares shall cease to be Registrable Shares (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Shares is declared effective by the Commission under the Securities Act and such Registrable Shares have been disposed of by the Holder pursuant to such effective Registration Statement, or (b) such Registrable Shares have been previously sold in accordance with Rule 144.

" Registration Expenses " means all expenses arising from or incident to the registration of Registrable Shares in compliance with this Agreement, including (i) registration and filing fees payable to the Commission and any stock exchange, (ii) fees and expenses incurred in connection with complying with any securities or blue sky laws, and (iii) all printing, filing and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants.

" Registration Statement " means any registration statement filed hereunder.

" Rule 144 " means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

" Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

" Securities " means the Shares and the Warrant Shares.

" Selling Expenses " means the underwriting fees, discounts, selling commissions and stock transfer taxes applicable to all Registrable Shares registered by the Holders and the fees, charges and disbursements of counsel incurred by the Holders.

" Shares " shall have the meaning set forth in the Purchase Agreement.

" Warrants " shall have the meaning set forth in the Purchase Agreement.

" Warrant Shares " shall have the meaning set forth in the Purchase Agreement.

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ARTICLE II

SHELF REGISTRATION

2.1 Shelf Registration .

(a) Filing . The Company shall, as soon as commercially reasonable, but in any event not later than the Filing Deadline, file a registration statement on Form S-3 with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) to register the resale of Registrable Shares (the " Shelf "), provided that, if Form S-3 is not available for the registration of the resale of Registrable Shares hereunder, the Company shall (i) register the resale of the Registrable Shares on another appropriate form and (ii) undertake to register the Registrable Shares on Form S-3 as soon as such form is available, provided that, during the Shelf Term (as defined below), the Company shall maintain the effectiveness of the Shelf then in effect until such time as a Shelf on Form S-3 covering the Registrable Shares has been declared effective by the Commission. The Company shall use its commercially reasonable efforts to cause such Shelf to become effective as promptly thereafter as practicable, but in any event not later than 60 days after the Filing Deadline if the Company receives comments to the Shelf from the Commission (" SEC Comments ") or five Business Days after the date that the Company is notified by the Commission that the Shelf will not be “reviewed” (such date, the " Effectiveness Deadline "); provided, however, that the Effectiveness Deadline shall be extended on a day-for-day basis to the extent that the Commission's functions related to the processing and approvals of the Registration Statement is discontinued, suspended or otherwise shutdown. Subject to any SEC Comments, such Shelf shall include a plan of distribution substantially in the form attached hereto as Exhibit A (the " Plan of Distribution "), as may be amended in accordance with the terms of this Agreement. Such Shelf shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock which may become issuable with respect to the Registrable Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Shelf shall not include any shares of Common Stock or other securities for the account of any holder other than the Holders, without the prior written consent of the Holders of a majority of the Registrable Shares. The Company shall give written notice of the expected filing of the Shelf (the " Registration Notice ") at least 10 Business Days prior to the filing thereof to each Holder and the Company shall include in the Shelf all Registrable Shares with respect to which the Company has received written requests for inclusion therein at least five Business Days prior to the date of filing indicated in the Registration Notice; provided, however, that, in order to be named as a selling securityholder in the Shelf, each Holder must furnish to the Company a duly completed questionnaire in a form mutually acceptable to the parties, and any additional information as may be reasonably requested by the Company for the purpose of including such Holder's Registrable Shares in the Shelf (the " Selling Holder Information "). The Company shall include in the Shelf, Selling Holder Information received to the extent necessary and in a manner so that, upon effectiveness of the Shelf, any such Holder shall be named, to the extent required by the rules promulgated under the Securities Act, as a selling securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus relating to the Shelf to purchasers of the Registrable Shares in accordance with applicable law. If the Company files an amended version of the Shelf, including any post-effective amendment to the Shelf (the " Shelf Amendment "), the Company shall give written notice of such Shelf Amendment (the " Shelf Amendment Notice ") at least 10 Business Days prior to the filing thereof to each Holder and each Holder may be required, upon the Company's request, to provide updated Selling Holder Information, in writing, in the form included with the Company's Shelf Amendment Notice. The Company shall include in such Shelf Amendment, such updated Selling Holder Information, including any Selling Holder Information that was not included in any previously filed version of the Shelf. Notwithstanding the foregoing, the Company shall not include any Holder's Selling Holder Information on a Shelf Amendment to the extent that such Holder, at the time of the Shelf Amendment Notice, does not or, at the time of the Shelf Amendment filing, will not, hold Registrable Shares. The Company shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Shares covered by such Registration Statement have been sold, thereunder or pursuant to Rule 144 (such period, the " Shelf Term "). It shall be a condition precedent to the obligations of the Company to include Registrable Shares of any Holder in any Registration Statement or Prospectus, as the case may be, that such Holder shall timely furnish to the Company (as a condition precedent to such Holder's participation in such registration) its Selling Holder Information in accordance with the terms hereof. Each selling Holder shall timely provide the Company with such information as may be reasonably requested to enable the Company to prepare a supplement or post-effective amendment to any Shelf Registration or a supplement to any Prospectus relating to such Shelf Registration.

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(b) Restrictions on Use . Upon written notice to the Holders of Registrable Shares, the Company shall be entitled to suspend, for a period of time (each, a " Suspension Period "), the use of any Registration Statement or Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference if the Company determines in its reasonable good faith judgment that the Registration Statement or any Prospectus may contain an untrue statement of a material fact or may omit any fact necessary to make the statements in the Registration Statement or Prospectus not misleading; provided, that (i) there are no more than four Suspension Periods during the Shelf Term, (ii) the duration of any one Suspension Period may not exceed 30 days, (iii) the duration of all Suspension Periods during the Shelf Term may not exceed 90 days and (iv) the Company shall use commercially reasonable efforts to amend the Registration Statement and/or Prospectus to correct such untrue statement or omission as promptly as reasonably practicable, unless the Company, in its sole discretion, reasonably expects such amendment would have an adverse effect on the Company.

(c) Cutback . If at any time the Commission takes the position that the offering of some or all of the Registrable Shares in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Holder to be named as an "underwriter," the Company shall (i) remove from the Registration Statement such portion of the Registrable Shares and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Shares as the Commission may require to assure the Company's compliance with the requirements of Rule 415 (collectively, the " SEC Restrictions "); provided, however, that the Company shall use its commercially reasonable efforts to persuade the Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter.” The Holders shall have the right to comment or have their counsel comment on any written submission made to the Commission with respect thereto. No such written submission shall be made to the Commission to which the Holders’ counsel reasonably objects, and the Company shall not agree to name any Holder as an "underwriter" in such Registration Statement without the prior written consent of such Holder. Any cut-back imposed on the Holders pursuant to this Section 2.1(c) shall be allocated among the Holders on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Holders otherwise agree, provided that the Company shall first remove from the Registration Statement the Registrable Shares represented by Warrant Shares prior to removing the Registrable Shares represented by Shares. In the event the Company amends such Registration Statement in accordance with the foregoing, the Company will use its reasonable efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Shares that were not registered for resale on such Registration Statement, as amended.

(d) If: (i) the initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Shares is not declared effective by the Commission by the Effectiveness Deadline of the initial Registration Statement other than due to SEC Restrictions, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Shares included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Shares, for more than 15 consecutive calendar days or more than an aggregate of 30 calendar days (which need not be consecutive calendar days) during any 12-month period, provided that, solely in the event that the Company suspends effectiveness of the Registration Statement in connection with a corporate development that, in the good faith judgment of the board of directors of the Company, requires suspension under the Securities Act, such aggregate of 30 calendar days shall be extended to an aggregate of 60 calendar days (any such failure or breach being referred to as an “ Event ”, and the date of occurrence of such Event being referred to as “ Event Date ”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Purchase Price paid by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 10% of the aggregate Purchase Price paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven Business Days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

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2.2 Procedures . In connection with the Company's registration obligations hereunder, the Company shall:

(a) before filing a Registration Statement or Prospectus, any amendments or supplements thereto or any Issuer Free Writing Prospectus, at the Company's expense, furnish to the Holders, if any, copies of all such documents, other than documents that are incorporated by reference, proposed to be filed and such other documents reasonably requested by the Holders and provide a reasonable opportunity for review and comment on such documents by the Holders;

(b) notify each Holder of Registrable Shares of the effectiveness of the Registration Statement;

(c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective during the Shelf Term; provided, however, that the Company's obligations under this Section 2.2(b) shall not apply during any Suspension Period;

(d) if the number of Registrable Shares at any time exceeds the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Shares.

(e) furnish to each Holder who holds Registrable Shares covered by such Registration Statement (each, a " Selling Holder "), without charge, at least one conformed copy of the Registration Statement and any amendment thereto (which obligation shall be deemed satisfied if such material is available through EDGAR or on or through the Company's website), but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits;

(f) (i) register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any Selling Holder reasonably requests, (ii) keep such registration or qualification in effect for so long as the applicable Registration Statement remains in effect, and (iii) use its commercially reasonable efforts to do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Selling Holder in a manner substantially similar to those set forth in the Plan of Distribution (provided, that nothing contained herein or in the Plan of Distribution shall require the Company to (w) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (x) subject itself to taxation in any such jurisdiction, (y) consent to general service of process in any such jurisdiction or (z) participate in or effect any underwritten offering on behalf of or for the Holders of Registrable Shares);

(g) notify each Selling Holder, at any time when a Prospectus is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such Selling Holder, the Company will prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and

(h) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Shares included in such Registration Statement for sale in any jurisdiction, the Company will notify each Selling Holder and use commercially reasonable efforts to obtain the withdrawal of such order.

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2.3 Discontinue Disposition . Each Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.2(g) , such Holder shall immediately discontinue such Holder's disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.2(g) .

2.4 Indemnification .

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, fiduciaries, employees and stockholders, members or general and limited partners (and the directors, officers, employees and stockholders, members or general and limited partners thereof) against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof (collectively, " Claims ") and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company's prior written consent) to which each such indemnified party may become subject under the Securities Act, the Exchange Act or other federal or state law or otherwise, insofar as such Claims or expenses arise out of or are based upon any of the following statements, omissions or violations (collectively, a " Violation "): (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, under which the Registrable Shares were registered under the Securities Act, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the indemnity agreement contained in this Section 2.4(a) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to any indemnified party in any such case to the extent such Claim or expense arises out of or is based upon (A) a Violation which occurs in reliance upon and in conformity with written information furnished to the Company or its representatives by such indemnified party specifically for use therein, (B) any action or omission by any indemnified party in violation of this Agreement or applicable law, or (C) sales of Registrable Shares made during a Suspension Period after notice is given pursuant to Section 2.1(b) .

(b) Each Holder of Registrable Shares that are included a Registration Statement filed with the Commission shall, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its officers, directors and employees, each Person who controls the Company within the meaning of the Securities Act, any underwriter, any other prospective seller and each of their respective directors, officers, employees, general and limited partners and controlling Persons against any and all Claims and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with such Holder's prior written consent) to which each such indemnified party may become subject under the Securities Act, the Exchange Act or other federal or state law or otherwise, insofar as such Claims or expenses arise out of or are based upon any Violation, if such Violation was made in reliance upon and in conformity with written information furnished to the Company or its representatives by such Holder specifically for use therein; provided, however, that the indemnity agreement contained in this Section 2.4(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the prior written consent of such Holder (which consent shall not be unreasonably withheld or delayed).

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(c) Any Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.4 , but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.4 , except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability that it may have to any indemnified party otherwise than under this Section 2.4 . In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof jointly with any other indemnifying party similarly notified, to the extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party that are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded that there may be legal defenses available to such party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party shall be liable for any reasonable expenses therefor. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If for any reason the foregoing indemnity is unavailable or is insufficient to hold harmless an indemnified party under Sections 2.4 (a), (b) or (c), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault shall be determined by reference to, among other things, whether the Violation relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 2.4 (d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 2.4 (d) . The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.4 (d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.4 (d) to contribute any amount in excess of the gross proceeds received by such indemnifying party from the sale of Registrable Shares in the offering to which the losses, claims, damages or liabilities of the indemnified parties relate, less the amount of any indemnification payment made by such indemnifying party pursuant to Section 2.4 (b) .

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(e) The indemnity and contribution provisions agreements contained in this Section 2.4 shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Shares by any such party.

(f) This Section 2.4 may not be amended except by an instrument in writing signed by the indemnified party affected thereby. The provisions of this Section 2.4 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder of Registrable Shares or the Company or any of the officers, directors, members, partners, agents and employees or controlling Persons referred to in this Section 2.4 , and will survive the transfer of Registrable Shares.

2.5 Registration Expenses . All Registration Expenses shall be borne by the Company. All Selling Expenses relating to Registrable Shares registered shall be borne by the Holders of such Registrable Shares.

2.6 Rule 144 . With a view to making available to the Holders of Registrable Shares the benefits of Rule 144 and other rules and regulations of the Commission that may at any time permit a Holder of Registrable Shares to sell securities of the Company to the public without registration, the Company covenants that it will (i) use its commercially reasonable efforts to file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (ii) make available information necessary to comply with Rule 144, if available with respect to resales of the Registrable Shares under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by (x) Rule 144 (if available with respect to resales of the Registrable Shares) or (y) any other rules or regulations now existing or hereafter adopted by the Commission.

2.7 Holdback Agreements . In connection with any underwritten public offering of equity securities by the Company (a " Company Underwritten Offering "), if requested by the managing underwriter for such offering, each Holder owning more than 5% of the Company’s outstanding Common Stock at such time agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven day period prior to and the 90 day period after (or such shorter period as requested) the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the " Lock-Up Period "); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Shares to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.7 , or (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2.7 . The foregoing provisions of this Section 2.7 shall not apply to any resale of Registrable Shares pursuant to a Registration Statement, and shall be applicable to any Holder only if all officers and directors of the Company are subject to the same restrictions. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company's underwriters to such effect and, in any event, that the Company's underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2.7 .

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ARTICLE III

MISCELLANEOUS

3.1 Transfer of Registration Rights . The rights of a Holder hereunder may be transferred, assigned, or otherwise conveyed on a pro rata basis in connection with any transfer, assignment, or other conveyance of Registrable Shares to any transferee or assignee; provided that all of the following additional conditions are satisfied: (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement by delivering to the Company a duly executed joinder agreement; and (c) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Shares with respect to which such rights are being transferred or assigned. Any person who demonstrates that it is a Holder of Registrable Shares as of the date of the Registration Notice may acquire the rights of a Holder hereunder if it agrees in writing to become subject to the terms of this Agreement as a Holder by delivering to the Company a duly executed joinder agreement in form attached hereto as Exhibit B .

3.2 Successors and Assigns . Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.3 Rules of Construction . This Agreement has been negotiated by the parties and is to be interpreted according to its fair meaning as if the parties had prepared it together and not strictly for or against any party. All references in this Agreement to articles, sections, schedules and exhibits are to articles, sections, schedules and exhibits of or to this Agreement unless expressly otherwise indicated. At each place in this Agreement where the context so requires, the masculine, feminine or neuter gender includes others. "Including" or "include" means "including without limitation" and "include without limitation," respectively. "Or" is used in the inclusive sense of "and/or."

3.4 Expenses . Except as expressly set forth herein, the parties shall bear their own legal fees and other costs and expenses with respect to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder.

3.5 Entire Agreement . This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement and supersedes all prior arrangements, understandings, proposals and related materials with respect thereto.

3.6 Descriptive Headings . The descriptive headings of this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

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3.7 Notices . All notices or other communications which are required or permitted hereunder shall be in writing and shall be sufficiently given if (a) delivered personally or (b) sent by registered or certified mail, postage prepaid, or (c) sent by overnight courier with a nationally recognized courier, or (d) sent via facsimile confirmed in writing in any of the foregoing manners, as follows:

	If to the Company:	NTN Buzztime, Inc. 2231 Rutherford Road, Suite 200 Carlsbad, CA 92008 Attention: Kendra Berger Fax: 760.930.1187

	If to Holder:	At the address for such Holder set forth on the Company's books and records.

If sent by mail, notice shall be considered delivered five Business Days after the date of mailing, and if sent by any other means set forth above, notice shall be considered delivered upon receipt thereof. Any party may by notice to the other parties change the address or facsimile number to which notice or other communications to it are to be delivered or mailed.

3.8 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the choice of law principles thereof.

3.9 Termination . The obligations of the Company and of any Holder, other than those obligations contained in Section 2.4 , shall terminate with respect to the Company and such Holder as soon as such Holder no longer holds any Registrable Shares.

3.10 Waivers and Amendments . Except as provided in Section 2.4(f) , any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of 51% of the Registrable Shares then outstanding. Any amendment or waiver effected in accordance with this Section 3.9 shall be binding upon each then holder of any Registrable Shares, each future holder of Registrable Shares, and the Company. The number of "Registrable Shares then outstanding" shall be the sum of (i) the number of Shares (as defined in the Purchase Agreement) outstanding that are Registrable Shares and (ii) the number of Warrant Shares (as defined in the Purchase Agreement) (a) that would be outstanding assuming the issuance thereof upon the cash exercise of the warrants related thereto and (b) that are Registrable Shares.

3.11 Free Writing Prospectus Consent . No Holder shall use a Holder Free Writing Prospectus without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

3.12 Third Party Rights . This Agreement shall not create benefits on behalf of any other Person and this Agreement shall be effective only as between the parties hereto, their successors and permitted assigns.

3.13 Severability . If any term or provision of this Agreement or the application thereof to any circumstance shall, in any jurisdiction, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable such term or provision in any other jurisdiction, the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or enforceable.

3.14 Counterparts . This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile and PDF signatures shall be treated as if they were originals.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed and delivered as a sealed instrument as of the date and year first above written.

	NTN Buzztime, Inc., a Delaware corporation

	By:	/s/ Kendra Berger
	Name:	Kendra Berger
	Title:	CFO

[Signature Page to Registration Rights Agreement]

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NTN BUZZTIME, INC.

COUNTERPART SIGNATURE PAGE

TO REGISTRATION RIGHTS AGREEMENT

Name of Holder:	Manatuck Hill Scout Fund, LP
Signature of Authorized Signatory of Holder:	/s/ Thomas Scalia
Name of Authorized Signatory:	Thomas Scalia
Title of Authorized Signatory:	General Partner

Name of Holder:	Manatuck Hill Navigator Master Fund, LP
Signature of Authorized Signatory of Holder:	/s/ Thomas Scalia
Name of Authorized Signatory:	Thomas Scalia
Title of Authorized Signatory:	General Partner

Name of Holder:	Granite Point Capital Master Fund, L.P.
Signature of Authorized Signatory of Holder:	/s/ Warren Lammert
Name of Authorized Signatory:	Warren B. Lammert III
Title of Authorized Signatory:	Managing Member of the General Partner, Granite Point Capital, LLC

Name of Holder:	Kevin O'Brien
Signature of Holder:	/s/ Kevin E. O’Brien

Name of Holder:	Shelton Y. Swei
Signature of Holder:	/s/ Shelton Y. Swei

Name of Holder:	Arthur Wirth
Signature of Holder:	/s/ Arthur Wirth

[Counterpart Signature Page to Registration Rights Agreement]

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Exhibit A

PLAN OF DISTRIBUTION

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·	an exchange distribution in accordance with the rules of the applicable exchange;

·	privately negotiated transactions;

·	short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the Commission;

·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

·	a combination of any such methods of sale; and

·	any other method permitted by applicable law.

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

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In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to use our commercially reasonable efforts to keep the registration statement of which this prospectus constitutes a part effective until all of the securities have been sold pursuant to this prospectus or Rule 144 or any other rule of similar effect.

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Exhibit B

FORM OF JOINDER AGREEMENT

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement, dated as of _____________ (as such agreement may have been or may be amended from time to time) (the “Registration Rights Agreement”), by and among NTN Buzztime, Inc., a Delaware corporation (the “Company”), each of the other parties signatory thereto and any other parties identified on the signature pages of any joinder agreements substantially similar to this joinder agreement executed and delivered pursuant to Section 3.1 of the Registration Rights Agreement. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Rights Agreement.

In consideration of the transfer to the undersigned of Registrable Shares, the undersigned represents that it is a transferee of [insert name of transferor] and agrees that, as of the date written below, the undersigned shall become a party to the Registration Rights Agreement, and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement as though an original party thereto.

Executed as of the _______ day of __________________, _____.

TRANSFEREE: [insert name of transferee]

By:
Name:
T itle:


Address:

Acknowledged and agreed by:

NTN Buzztime, Inc.

By:
Name:
T itle:

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