NTN BUZZTIME INC (Form: 10-Q, Received: 05/11/2018 16:35:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

Commission file number 001-11460

NTN Buzztime, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE		31-1103425
(State of incorporation)		(I.R.S. Employer Identification No.)


2231 RUTHERFORD ROAD, SUITE 200, CARLSBAD, CALIFORNIA		92008
(Address of principal executive offices)		(Zip Code)

(760) 438-7400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

		Emerging growth company	[ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

As of May 9, 2018, the registrant had outstanding 2,520,554 shares of common stock, $.005 par value per share.

NTN BUZZTIME, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

Item		Page
PART I

1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2018 and 2017 (unaudited)	2

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (unaudited)	3

	Notes to Condensed Consolidated Financial Statements (unaudited)	4

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

3.	Quantitative and Qualitative Disclosures About Market Risk	18

4.	Controls and Procedures	18

PART II

1.	Legal Proceedings	19

1A.	Risk Factors	19

2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

3.	Defaults Upon Senior Securities	20

4.	Mine Safety Disclosures	20

5.	Other Information	20

6.	Exhibits	20

	Signatures	21

PART I

Item 1. Financial Statements .

NTN BUZZTIME, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amount)

	March 31, 2018			December 31, 2017
ASSETS
Current Assets:
Cash and cash equivalents	$	2,635		$	3,378
Accounts receivable, net of allowances of $643 and $463, respectively		1,033			714
Site equipment to be installed		3,991			4,866
Prepaid expenses and other current assets		1,069			680
Total current assets		8,728			9,638
Fixed assets, net		3,753			3,678
Software development costs, net of accumulated amortization of $2,732 and $2,651, respectively		1,581			1,459
Deferred costs		627			775
Goodwill		978			1,004
Other assets		34			16
Total assets	$	15,701		$	16,570

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	521		$	390
Accrued compensation		411			646
Accrued expenses		498			418
Sales taxes payable		92			107
Income taxes payable		19			13
Current portion of long-term debt		1,942			5,059
Current portion of obligations under capital leases		177			176
Current portion of deferred revenue		3,401			3,564
Deferred rent		132			182
Other current liabilities		146			192
Total current liabilities		7,339			10,747
Long-term debt		2,952			8
Long-term obligations under capital leases		114			164
Long-term deferred revenue		50			63
Other liabilities		50			52
Total liabilities		10,505			11,034

Shareholders’ Equity:
Series A 10% cumulative convertible preferred stock, $0.005 par value, $156 liquidation preference, 156 shares authorized; 156 shares issued and outstanding at March 31, 2018 and December 31, 2017		1			1
Common stock, $0.005 par value, 15,000 shares authorized at March 31, 2018 and December 31, 2017; 2,521 shares issued and outstanding at March 31, 2018 and December 31, 2017		13			13
Treasury stock, at cost, 10 shares at March 31, 2018 and December 31, 2017		(456	)		(456	)
Additional paid-in capital		134,869			134,752
Accumulated deficit		(129,528	)		(129,119	)
Accumulated other comprehensive income		297			345
Total shareholders’ equity		5,196			5,536
Total liabilities and shareholders’ equity	$	15,701		$	16,570

See accompanying notes to unaudited condensed consolidated financial statements.

NTN BUZZTIME, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

(unaudited)

	Three Months Ended March 31,
	2018			2017
Revenues
Subscription revenue	$	4,065		$	4,226
Sales-type lease revenue		679			185
Other revenue		1,017			820
Total Revenue		5,761			5,231
Operating expenses:
Direct operating costs (includes depreciation and amortization of $553 and $491, respectively)		1,967			1,843
Selling, general and administrative		4,021			4,134
Depreciation and amortization (excluding depreciation and amortization included in direct operating costs)		86			88
Total operating expenses		6,074			6,065
Operating loss		(313	)		(834	)
Other (expense) income, net		(94	)		750
Loss before income taxes		(407	)		(84	)
Provision for income taxes		(2	)		(6	)
Net loss	$	(409	)	$	(90	)

Net loss per common share - basic and diluted	$	(0.16	)	$	(0.04	)

Weighted average shares outstanding - basic and diluted		2,510			2,255

Comprehensive loss
Net loss	$	(409	)	$	(90	)
Foreign currency translation adjustment		(48	)		15
Total comprehensive loss	$	(457	)	$	(75	)

See accompanying notes to unaudited condensed consolidated financial statements.

NTN BUZZTIME, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Three months ended March 31,
	2018			2017
Cash flows used in operating activities:
Net loss	$	(409	)	$	(90	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		639			579
Provision for doubtful accounts		8			26
Scrap expense		7			-
Stock-based compensation		117			117
Amortization of debt issuance costs		8			12
Issuance of common stock in lieu of cash for bonus compensation		-			164
Loss from disposition of equipment		2			-
Changes in assets and liabilities:
Accounts receivable		(327	)		(863	)
Site equipment to be installed		397			208
Prepaid expenses and other assets		(407	)		(148	)
Accounts payable and accrued liabilities		(37	)		(450	)
Income taxes payable		7			(22	)
Deferred costs		148			53
Deferred revenue		(176	)		(62	)
Deferred rent		(50	)		(45	)
Other liabilities		(47	)		55
Net cash used in operating activities		(120	)		(466	)
Cash flows used in investing activities:
Capital expenditures		(169	)		(97	)
Software development expenditures		(203	)		(152	)
Net cash used in investing activities		(372	)		(249	)
Cash flows used in financing activities:
Net proceeds from issuance of common stock related to registered direct offering		-			1,554
Principal payments on capital lease		(44	)		(38	)
Payments on long-term debt		(182	)		(359	)
Debt issuance costs on long-term debt		-			(22	)
Net cash (used in) provided by financing activities		(226	)		1,135
Net (decrease) increase in cash and cash equivalents		(718	)		420
Effect of exchange rate on cash		(25	)		7
Cash and cash equivalents at beginning of period		3,378			5,686
Cash and cash equivalents at end of period	$	2,635		$	6,113

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	85		$	171

Income taxes	$	-		$	28

Supplemental disclosure of non-cash investing and financing activities:

Site equipment transferred to fixed assets	$	472		$	222

Equipment acquired under capital lease	$	5		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

NTN BUZZTIME, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) BASIS OF PRESENTATION

Description of Business

NTN Buzztime, Inc. (the “Company”) was incorporated in Delaware in 1984 as Alroy Industries and changed its corporate name to NTN Communications, Inc. in 1985. The Company changed its name to NTN Buzztime, Inc. in 2005 to better reflect the growing role of the Buzztime consumer brand.

The Company delivers interactive entertainment and innovative dining technology to bars and restaurants in North America. Customers subscribe to the Company’s customizable solution to differentiate themselves via competitive fun by offering guests trivia, card, sports and single player games, nationwide competitions, and by offering self-service dining features including dynamic menus, touchscreen ordering and secure payment. The Company’s platform can improve operating efficiencies, create connections among the players and venues and amplify guests’ positive experiences. Built on an extended network platform, the Company’s interactive entertainment system has historically allowed multiple players to interact at the venue and also enables competition between venues, referred to as massively multiplayer gaming. The Company’s current platform, which it refers to as Buzztime Entertainment On Demand, or BEOND, was commercially launched during 2013 and then scaled during 2014. The Company continues to enhance its network architecture and the BEOND tablet platform and player engagement paradigms. The Company also continues to support its legacy network product line, which it refers to as Classic.

The Company currently generates revenue by charging subscription fees for its service to network subscribers, by leasing equipment (including tablets used in its BEOND tablet platform and the cases and charging trays for the tablets) to certain network subscribers, by hosting live trivia events, by selling advertising aired on in-venue screens and as part of customized games, from providing professional services (such as developing certain functionality within the Company’s platform for customers), and from pay-to-play single player games.

At March 31, 2018, 2,703 venues in the U.S. and Canada subscribed to the Company’s interactive entertainment network, of which approximately 82% were using the BEOND tablet platform.

Basis of Accounting Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments that are necessary, which are of a normal and recurring nature, for a fair presentation for the periods presented of the financial position, results of operations and cash flows of the Company and its wholly-owned subsidiaries: IWN, Inc., IWN, L.P., Buzztime Entertainment, Inc., NTN Wireless Communications, Inc., NTN Software Solutions, Inc., NTN Canada, Inc., and NTN Buzztime, Ltd., all of which, other than NTN Canada, Inc., are dormant subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017. The accompanying condensed balance sheet as of December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2018, or any other period.

In connection with preparing the financial statement as of and for the year ended March 31, 2018, the Company evaluated whether there are conditions and events, considered in the aggregate, that are known and reasonably knowable that would raise substantial doubt about its ability to continue as a going concern within one year after the date that such financial statements are issued. As a result of such evaluation, the Company believes it will have sufficient cash to meet its operating cash requirements and to fulfill its debt obligations for at least the next twelve months from the issuance date of such financial statements. To address the Company’s low stockholders’ equity, to increase the likelihood that it will be able to successfully execute its operating and strategic plan, and to better position the Company to take advantage of market opportunities for growth, the Company is continuing to evaluate additional financing alternatives, including additional equity financings and alternative sources of debt. If the Company’s cash and cash equivalents are not sufficient to meet future cash requirements, the Company may be required to reduce planned capital expenses, reduce operational cash uses or raise capital on terms that are not as favorable to the Company as they otherwise might be. Any actions the Company may undertake to reduce planned capital purchases or reduce expenses may be insufficient to cover shortfalls in available funds. If the Company requires additional capital, it may be unable to secure additional capital on terms that are acceptable to the Company, or at all.

(2) Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 by one year to fiscal periods beginning after December 15, 2017. The Company adopted the new standard effective January 1, 2018 using the full retrospective approach.

This update outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized as follows:

	1.	Identify the contract(s) with customers

	2.	Identify the performance obligations

	3.	Determine the transaction price

	4.	Allocate the transaction price to the performance obligations

	5.	Recognize revenue when the performance obligations have been satisfied

Topic 606 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services.

The Company has completed the process of evaluating the effect of adopting this update and has determined that the timing and amount of revenue recognized based on Topic 606 is consistent with the Company’s revenue recognition policy under previous guidance, and accordingly, there was no transition adoption adjustment necessary upon the adoption of the Topic 606 guidance.

The Company recognizes revenue from recurring subscription fees for its service earned from its network subscribers, from leasing equipment (including tablets used in its BEOND tablet platform and the cases and charging trays for the tablets) to certain network subscribers, from hosting live trivia events, from selling advertising aired on in-venue screens and as part of customized games, directly from patrons who pay to play or use the Company’s premium game content and from customized professional development projects.

In general, when multiple performance obligations are present in a customer contract, the transaction price is allocated to the individual performance obligations based on the relative stand-alone selling prices, and the revenue is recognized when or as each performance obligation has been satisfied. Discounts are treated as a reduction to the overall transaction price and allocated to the performance obligations based on the stand-alone selling prices. All revenues are recognized net of sales tax collected from the customer. The following describes how the Company recognizes its revenue streams under Topic 606.

Subscription Revenue - The Company recognizes its recurring subscription fees over time as customers receive and consume the benefits of such services, which includes the Company’s content, the Company’s equipment to access the content and the installation of the equipment. In general, customers pay for the subscription services during the month in which they receive the services. Due to the timing of providing the services and receiving payment for the services, the Company does not record any unbilled contract asset. Occasionally, a customer will prepay for up to one year of subscription services, in which case, the Company will record deferred revenue on the balance sheet related to such prepayment and will recognize the revenue over the time the customer receives the subscription services. Revenue from installation services is also recorded as deferred revenue and recognized over the longer of the contract term and the expected term of the customer relationship using the straight line method. The Company has certain contingent performance obligations with respect to repairing or replacing equipment and would recognize any such revenue at the point in time the Company performs such services.

Costs associated with installing the equipment are considered direct costs. Costs associated with sales commissions are considered incremental costs for fulfilling the contract because such costs would not have been incurred without obtaining the contract. The Company expects to recover both costs through future fees it collects and both costs are recorded in deferred costs on the balance sheet and amortized on a straight-line basis. For costs that are of an amount that is less than or equal to the deferred revenue for the related contract, the amortization period approximates the longer of the contract term and the expected term of the customer relationship. For any excess costs that exceed the deferred revenue, the amortization period of the excess cost is the initial term of the contract, which is generally one year because the Company can still recover that excess cost in the initial term of the contract.

Sales-type Lease Revenue – For certain customers that lease equipment under sale-type lease arrangements, the Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) No. 840, Leases. Such revenue is recognized at the time of installation based on the net present value of the leased equipment. Interest income is recognized over the life of the lease for customers who have remaining lease payments to make. In the event a customer under a sales-type lease arrangement prepays for the lease in full prior to receiving the equipment under the lease, such amounts are recorded in deferred revenue and recognized as revenue once the equipment has been installed and activated at the customer’s location. The cost of the leased equipment is recognized at the same time as the revenue.

Live Hosted Trivia Revenue – The Company recognizes its live-hosted trivia revenue at a point in time, which is when the event takes place. Some customers host their own trivia events and the Company provides the game materials. In these cases, the Company recognizes the revenue at the point in time the Company sends the game materials to the customer. The Company recognizes related costs at the same point in time the revenue is recognized. Generally, there is no unbilled revenue or deferred revenue associated with live hosted trivia events.

Advertising Revenue – The Company recognizes advertising revenue over the time the advertising campaign airs in its customers locations. The Company uses the time elapsed output method to measure its progress toward satisfying the performance obligation. When the Company contracts with an advertising agent, the Company shares in the advertising revenue generated with that agent. In these cases, the Company generally recognizes revenue on a net basis, as the agent typically has the responsibility for the relationship with the advertiser and the credit risk. When the Company contracts directly with the advertiser, it will recognize the revenue on a gross basis and will recognize any revenue share arrangement it has with a third party as a direct expense, as the Company has the responsibility for the relationship with the advertiser and the credit risk. Generally, there is no unbilled revenue or deferred revenue associated with the Company’s advertising activities.

Pay-to-Play Revenue – The Company recognizes revenue generated from its customers’ patrons who access the Company’s premium games on the tablets. This revenue is recognized at a point in time based on usage-based royalty revenue guidance. The Company generally shares in the revenue with the customer whose patrons generated the pay-to-play revenue. The Company has determined that it is the principal and the customer is the agent, and therefore, the Company recognizes this revenue on a gross basis, with the amount of revenue shared with the customer as a direct expense. Costs associated with procuring the game license or developing the games are recognized over the life of the license or expected life of the developed game. Generally, there is no unbilled revenue or deferred revenue associated with the Company’s pay-to-play games.

Professional Development Revenue – Depending on the type of development work the Company is performing, the Company will recognize revenue, and the associated costs, at the point in time when the Company satisfies each performance obligations, which is generally when the customer can direct the use of, and obtain substantially all of the remaining benefits of the goods or service provided. For services provided over time, the corresponding revenue is generally recognized over the time the Company provides such services. Any payments received in advance of satisfying the performance obligations are recorded as deferred revenue and recognized as revenue when or as such obligations are satisfied. The Company does not have unbilled revenue assets associated with professional development services.

(3) Basic and Diluted Earnings Per Common Share

The Company computes basic and diluted earnings per common share in accordance with the provisions of FASB ASC No. 260, Earnings per Share . Basic earnings per share excludes the dilutive effects of options, warrants and other convertible securities. Diluted earnings per share reflects the potential dilution of securities that could share in the Company’s earnings. The total number of shares of the Company’s common stock subject to options, warrants, and convertible preferred stock that were excluded from computing diluted net loss per common share was approximately 433,000 and 454,000 shares as of March 31, 2018 and 2017, respectively, as their effect was anti-dilutive.

(4) STOCKHOLDERS’ EQUITY

Stock-based Compensation

The Company’s stock-based compensation plans include the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “2004 Plan”), the NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan (the “Amended 2010 Plan”) and the NTN Buzztime, Inc. 2014 Inducement Plan (the “2014 Plan”). The 2004 Plan expired in September 2009. From and after the date it expired, no awards could be granted under that plan and all awards that had been granted under that plan before it expired are governed by that plan until they are exercised or expire in accordance with that plan’s terms. The Amended 2010 Plan provides for the grant of up to 240,000 share-based awards and expires in February 2020. As of March 31, 2018, approximately 59,000 share-based awards were available to be issued under the Amended 2010 Plan. The 2014 Plan, which provides for the grant of up to 85,000 share-based awards to a new employee as an inducement material to the new employee entering into employment with the Company, was approved by the nominating and corporate governance/compensation committee of the Company’s board of directors (the “Committee”) in September 2014 in connection with the appointment of Ram Krishnan as the Company’s Chief Executive Officer. As of March 31, 2018, there were no share-based awards available to be granted under the 2014 Plan. The Company’s stock-based compensation plans are administered by the Committee, which selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures, if any, and other provisions of the award.

The Company records stock-based compensation in accordance with ASC No. 718 , Compensation – Stock Compensation and ASC No. 505-50, Equity – Equity-Based Payments to Non-Employees. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as expense over the requisite service period. Stock-based compensation expense for share-based payment awards to employees is recognized using the straight-line single-option method. Stock-based compensation expense for share-based payment awards to non-employees is recorded at its fair value on the grant date and is periodically re-measured as the underlying awards vest.

The Company uses the historical stock price volatility as an input to value its stock options under ASC No. 718. The expected term of stock options represents the period of time options are expected to be outstanding and is based on observed historical exercise patterns of the Company, which the Company believes are indicative of future exercise behavior. For the risk-free interest rate, the Company uses the observed interest rates appropriate for the term of time options are expected to be outstanding. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.

The Company granted stock options to purchase 2,000 shares of common stock during the three months ended March 31, 2017. There were no options granted during the three months ended March 31, 2018.

The following weighted-average assumptions were used for grants issued during the three months ended March 31, 2017 under the ASC No. 718 requirements.

	Three months ended
	March 31, 2017
Weighted average risk-free rate		1.63	%
Weighted average volatility		115.0	%
Dividend yield		0.00	%
Expected life		7.14 years

No options were exercised during either of the three months ended March 31, 2018 or 2017.

Grants of restricted stock units are settled in an equal number of shares of common stock on the vesting date of the award. A stock unit award is settled only to the extent vested. Vesting generally requires the continued employment by the award recipient through the respective vesting date. Because restricted stock units are settled in an equal number of shares of common stock without any offsetting payment by the recipient, the measurement of cost is based on the quoted market price of the stock at the measurement date, which is the date of grant. During the three months ended March 31, 2018, the Company granted 53,000 restricted stock units with a grant date fair value of $6.04 per restricted stock unit. Of the 53,000 restricted stock units, 25,000 and 15,000 were granted to Messrs. Ram Krishnan and Allen Wolff, respectively, and are subject to accelerated vesting provisions in their respective employment agreements.

ASC No. 718 requires forfeitures to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeiture rates differ from those estimates. Forfeitures were estimated based on historical activity for the Company. Stock-based compensation expense for each of the three months ended March 31, 2018 and 2017 was $117,000, and is expensed in selling, general and administrative expenses and credited to additional paid-in-capital.

(5) DEBT

Term Loan

In November 2017, the Company entered into an amended and restated loan and security agreement (the “Amended and Restated Loan Agreement”) with East West Bank (“EWB”). The Amended & Restated Loan Agreement amended and restated the loan and security agreement that the Company entered into with EWB in April 2015 (as the same has been previously amended, the “Prior Loan Agreement”). The Amended and Restated Loan Agreement provides for a $4,500,000 36-month term loan, which the Company used to refinance the $4,450,000 that it had outstanding under the Prior Loan Agreement. The Company is required to make payments on the loan on the last calendar day of each month commencing on December 31, 2017 and through its maturity date, November 29, 2020. Payments will be interest only until the payment due on June 30, 2018, at which time payments will become principal plus interest.

The Company must comply with certain financial covenants, including a minimum fixed charge coverage ratio, minimum liquidity and a maximum senior leverage ratio. As of December 31, 2017, the Company was in compliance with all covenants except the fixed charge coverage ratio covenant. In March 2018, the Company entered into an amendment to the Amended and Restated Loan Agreement, which provided for the following:

	●	EWB waived the minimum fixed charge coverage ratio covenant default for the fiscal quarter ended December 31, 2017.

	●	The minimum fixed charge coverage ratio covenant was suspended for 2018, and as a result, the Company is not required to satisfy this covenant until the quarter ending March 31, 2019.

	●	A covenant was added under which the Company is required to achieve a minimum Adjusted EBITDA (as defined below) set forth below for the period indicated:

Six Month Period Ending	Minimum Adjusted EBITDA
March 31, 2018	$	600,000
June 30, 2018	$	1,200,000
September 30, 2018	$	1,600,000
December 31, 2018	$	1,500,000

“Adjusted EBITDA” means (a) EBITDA (which is net income, plus interest expense, plus, to the extent deducted in the calculation of net income, depreciation expense and amortization expense, plus income tax expense) plus (b) other noncash expenses and charges, plus (c) to the extent approved by EWB, other onetime charges, plus (d) to the extent approved by EWB, any losses arising from the sale, exchange, transfer or other disposition of assets not in the ordinary course of business.

As of March 31, 2018, the Company was in compliance with all covenants.

As of March 31, 2018, $4,500,000 was outstanding under the Amended and Restated Loan Agreement, of which $1,500,000 is recorded in current portion of long-term debt and $3,000,000 is recorded in long-term debt on the accompanying consolidated balance sheet. The Company recorded total debt issuance costs of $59,000, which includes a $45,000 facility fee. The Company is amortizing the debt issuance costs to interest expense using the effective interest rate method over the life of the loan. As of March 31, 2018, the unamortized portion of the debt issuance costs was $48,000 and is recorded as a reduction of long term debt. The Company has no more borrowing availability under the Amended and Restated Loan Agreement.

Equipment Notes Payable

In May 2013, the Company entered into a financing arrangement with a lender under which the Company may borrow funds to purchase certain equipment. Initially, the maximum amount the Company could borrow under this financing arrangement was $500,000. Over time, the lender increased that maximum amount, and as of March 31, 2018, the maximum amount was $9,690,000, all of which has been borrowed. In April 2015, the Company used approximately $3,381,000 of the proceeds received under the Prior Loan Agreement with EWB to pay down a portion of the principal amount the Company had borrowed under this financing arrangement, accrued interest and a prepayment fee.

The Company was able to borrow up to the maximum amount available under this financing arrangement in tranches as needed. Each tranche borrowed through August 2015 incurred interest at 8.32% per annum; the interest for tranches borrowed thereafter was reduced to rates between 7.32% to 8.05% per annum. With respect to the first $1,000,000 in the aggregate borrowed, principal and interest payments are due in 36 equal monthly installments. With respect to amounts borrowed in excess of the first $1,000,000 in the aggregate, the first monthly payment will be equal to 24% of the principal amount outstanding, and the remaining principal and interest due is payable in 35 equal monthly installments. The Company granted the lender a first security interest in the equipment purchased with the funds borrowed. This equipment lender entered into a subordination agreement with EWB.

As of March 31, 2018, $442,000 was outstanding under this financing arrangement, all of which is recorded in current portion of long-term debt on the accompanying consolidated balance sheet. The Company currently does not expect the lender to lend any additional funds under this financing arrangement.

(6) ACCUMULATED OTHER COMPREHENSIVE INCOME

The United States dollar is the Company’s functional currency, except for its operations in Canada where the functional currency is the Canadian dollar. The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. In accordance with ASC No. 830, Foreign Currency Matters , revenues and expenses of the Company’s foreign subsidiaries have been translated into U.S. dollars using the weighted average exchange rates during the reporting period, and the assets and liabilities of such subsidiaries have been translated using the period end exchange rate. Accumulated other comprehensive income includes the accumulated gains or losses from these foreign currency translation adjustments. As of March 31, 2018 and December 31, 2017, $297,000 and $345,000 of foreign currency translation adjustments were recorded in accumulated other comprehensive income, respectively.

(7) RECENT ACCOUNTING PRONOUNCEMENTS

In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . This ASU incorporates SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses the accounting implications of the major tax reform legislation, Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”), enacted on December 22, 2017. SAB 118 allows a company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date and was effective upon issuance. The Company continues to analyze the 2017 Tax Act.

(8) CONCENTRATIONS OF RISK

Significant Customer

For the three months ended March 31, 2018 and 2017, the Company generated approximately $2,798,000 and $2,105,000, respectively, of total revenue from Buffalo Wild Wings corporate-owned restaurants and its franchisees, which represented approximately 49% and 40% of total revenue for those periods, respectively. As of March 31, 2018 and December 31, 2017, approximately $504,000 and $191,000, respectively, was included in accounts receivable from Buffalo Wild Wings corporate-owned restaurants and its franchisees.

Sole Equipment Supplier

The Company currently purchases the tablets, cases and charging trays used in its BEOND tablet platform from one unaffiliated third-party manufacturer. The Company currently does not have an alternative manufacturer for its tablets or an alternative manufacturer or device for the tablet cases or tablet charging trays. The Company no longer purchases playmakers for its Classic platform.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations .

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This report and the documents incorporated herein by reference, if any, contain “forward-looking statements” – that is statements related to future events, results, performance, prospects and opportunities, including statements related to our strategic plans and targets, revenue generation, product availability and offerings, capital needs, capital expenditures, industry trends and our financial position. Forward-looking statements are based on information currently available to us, on our current expectations, estimates, forecasts, and projections about the industries in which we operate and on the beliefs and assumptions of management. Forward looking statements often contain words such as “expects,” “anticipates,” “could,” “targets,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “would,” and similar expressions. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our business, and other characterizations of future events or circumstances, are forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, subject to risks and uncertainties that could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. For us, particular factors that might cause or contribute to such differences include (1) our ability to compete effectively within the highly competitive interactive games, entertainment and marketing services industries, (2) the impact of new products and technological change, especially in the mobile and wireless markets, on our operations and competitiveness, (3) our ability to maintain or improve our relationship with Buffalo Wild Wings, who together with its franchisees accounted for a significant portion of our revenues, (4) our ability to maintain an adequate supply of the tablet and related equipment used in our BEOND tablet platform, (5) our ability to adequately protect our proprietary rights and intellectual property, (6) our ability to raise additional funds in the future on favorable terms; we have borrowed substantially all amounts available to us under existing credit facilities and, subject to limited exceptions, our loan and security agreement with East West Bank prohibits us from borrowing additional amounts from other lenders, (7) our ability to significantly grow our subscription revenue and implement our other business strategies, (8) our ability to successfully and efficiently manage the design, manufacturing and assembly process of the tablet and related equipment used in our BEOND tablet platform and (9) the other risks and uncertainties described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and described in other documents we file from time to time with the Securities and Exchange Commission, or SEC, including this report and our other Quarterly Reports on Form 10-Q. Readers are urged not to place undue reliance on the forward-looking statements contained in this report or incorporated by reference herein, which speak only as of the date of this report. Except as required by law, we do not undertake any obligation to revise or update any such forward-looking statement to reflect future events or circumstances.

INTRODUCTION

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the accompanying unaudited condensed consolidated financial statements and notes, included in Item 1 of this Quarterly Report on Form 10-Q, to help provide an understanding of our financial condition, the changes in our financial condition and our results of operations. All dollar amounts in this discussion are rounded to the nearest thousand. Our discussion is organized as follows:

	●	Overview and Highlights . This section provides a general description of our business and significant events and transactions that we believe are important in understanding our financial condition and results of operations.

	●	Critical Accounting Policies . This section provides a listing of our significant accounting policies, including any material changes in our critical accounting policies, estimates and judgments during the three months ended March 31, 2018 from those described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2017.

	●	Results of Operations . This section provides an analysis of our results of operations presented in the accompanying unaudited condensed consolidated statements of operations by comparing the results for the three months ended March 31, 2018 to the results for the three months ended March 31, 2017.

	●	Liquidity and Capital Resources . This section provides an analysis of our historical cash flows, as well as our future capital requirements.

OVERVIEW AND HIGHLIGHTS

About Our Business and How We Talk About It

We deliver interactive entertainment and innovative dining technology to bars and restaurants in North America. Customers subscribe to our customizable solution to differentiate themselves via competitive fun by offering guests trivia, card, sports and single player games, nationwide competitions, and by offering self-service dining features including dynamic menus, touchscreen ordering and secure payment. Our platform can improve operating efficiencies, create connections among the players and venues and amplify guests’ positive experiences. Built on an extended network platform, our interactive entertainment system has historically allowed multiple players to interact at the venue and more recently allows for competition between venues, referred to as massively multiplayer gaming. Our current platform, which we refer to as Buzztime Entertainment On Demand, or BEOND, was commercially launched during 2013 and then scaled during 2014. We continue to enhance our network architecture and the BEOND tablet platform and player engagement paradigms. We also continue to support our legacy network product line, which we refer to as Classic.

We currently generate revenue by charging subscription fees for our service to our network subscribers, by leasing equipment (including tablets used in our BEOND tablet platform and the cases and charging trays for the tablets) to certain network subscribers, by hosting live trivia events, by selling advertising aired on in-venue screens and as part of customized games, from providing professional services (such as developing certain functionality within our platform for customers), and from pay-to-play single player games.

Since 2015, over 115 million games have been played on our network annually, and as of March 31, 2018, approximately 56% of our network subscriber venues are affiliated with national and regional restaurant brands, including Buffalo Wild Wings, Buffalo Wings & Rings, Old Chicago, Native Grill & Wings, Houlihans, Beef O’Brady’s, Boston Pizza, and Arooga’s.

We own several trademarks and consider the Buzztime®, Playmaker®, Mobile Playmaker, and BEOND Powered by Buzztime trademarks to be among our most valuable assets. These and our other registered and unregistered trademarks used in this document are our property. Other trademarks are the property of their respective owners.

Unless otherwise indicated, references in this report: (a) to “Buzztime,” “NTN,” “we,” “us” and “our” refer to NTN Buzztime, Inc. and its consolidated subsidiaries; (b) to “network subscribers” or “customers” refer to venues that subscribe to our network service; (c) to “consumers” or “players” refer to the individuals that engage in our games, events, and entertainment experiences available at our customers’ venues and (d) to “venues” or “sites” refer to locations (such as a bar or restaurant) of our customers at which our games, events, and entertainment experiences are available to consumers.

Our Strategy and Business Updates

Grow business beyond restaurant and bar industry . One of our major initiatives is to expand our business beyond the restaurant and bar industry. During the first quarter of 2018, we agreed to sell our tablets to a third-party who will use our tablets and operating system to deliver their services in a non-restaurant or bar industry. Earlier in 2017, we began a relationship with a third-party who is licensing our trivia content for use in casino gaming machines and is leasing our tablets for use in retail settings to complete loyalty/reward program transactions.

Launch expanded product offerings . We continue to focus on bringing new experiences and promotions to our customers. We are developing new products that we believe will help differentiate our offerings from those of our competitors, and which are expected to provide an ability to scale our business beyond our traditional entertainment offering.

New Hub . A piece of the equipment we install in our customers’ venues is a personal computer that acts as a server from which our content is streamed to the tablets within the venue. We are working on a smaller form factor for the personal computer that, in addition to being physically smaller, would be less expensive and would reduce labor-intensive installation costs. We believe that this “hub” will lead to new opportunities, which could include the ability to display video, highlights, dynamic web content, and app content, in addition to being able to deliver our historical offerings within venues.

Mobile Live Trivia . We have completed a market-ready, mobile version of our live trivia product that allows customers, trivia hosts, and individuals to start their own trivia events. When mobile trivia becomes available, it will be our easiest to adopt, lowest cost of entry solution, and may serve as a test for a venue contemplating a more significant investment.

Single Player Games . We will be releasing new single player games that we have developed for our BEOND tablet platform. Previously, we purchased these types of games from third party aggregators, sometimes at significant cost.

Buffalo Wild Wings . In March 2017, Buffalo Wild Wings chose us to be its provider of digital menu, order, and payment functionality. Due to the acquisition of Buffalo Wild Wings by Arby’s Restaurant Group, Inc. (which renamed itself Inspire Brands Inc.) in February 2018 and to the attendant changes with Buffalo Wild Wings’ operations, the rollout of our expanded functionality was put on hold to allow its new ownership to assess all the programs at Buffalo Wild Wings. Since that time, we have been working with Inspire Brands as it integrates Buffalo Wild Wings into its portfolio and determines its brand priorities. We restarted order, payment and guest insights, and are currently live at 31 Buffalo Wild Wings locations. We continue to believe that a long-term relationship with Inspire Brands presents numerous opportunities as it intends to add several more brands to its portfolio.

Advertising Partnerships . We believe that if we lower the price of our BEOND tablet platform, we will be able to acquire more market share. One way to lower the price is by subsidizing our costs through advertising. We are currently working with advertising sales companies to help us improve our advertisement sales and with an advertisement technology company to improve our ad loading, management, and delivery and testing capabilities.

Recent Developments

Non-compliance with NYSE American continued listing standard

On April 26, 2018, the NYSE Regulation Inc. notified us that it has accepted our plan to regain compliance with Section 1003(a)(iii) of the Company Guide (the “Company Guide”) and granted us a plan period that extends through March 20, 2019 to regain compliance. As previously reported, we are not in compliance with NYSE American LLC listing standards, specifically, Section 1003(a)(iii), because we reported stockholders’ equity of less than $6 million as of December 31, 2017 and had net losses in five of our most recent fiscal years ended December 31, 2017.

The listing of our common stock on the NYSE American is being continued during the plan period pursuant to an extension. The NYSE Regulation staff will review us periodically for compliance with initiatives outlined in our plan. If we are not in compliance with Section 1003(a)(iii) by March 20, 2019 or if we do not make progress consistent with our plan during the plan period, NYSE Regulation staff will initiate delisting proceedings as appropriate. See “PART II—ITEM 1A. RISK FACTORS—“Our common stock could be delisted or suspended from trading on the NYSE American if we do not regain compliance with continued listing criteria with which we are currently not compliant or if we fail to meet any other continued listing criteria,” below.

Amendment to East West Bank Credit Facility

In March 2018, we entered into an amendment to the amended and restated loan and security agreement we entered into with East West Bank on November 29, 2017. This amendment (i) waived our minimum fixed charge coverage ratio covenant default for the fiscal quarter ended December 31, 2017; (ii) suspended the minimum fixed charge coverage ratio covenant until the quarter ending March 31, 2019; and (iii) added a minimum adjusted EBITDA covenant on a trailing six-month period ending March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018. See “—Liquidity and Capital Resources,” below for additional information.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to deferred costs and revenues, depreciation of fixed assets, the provision for income taxes including the valuation allowance, stock-based compensation, bad debts, investments, impairment of software development costs, goodwill, fixed assets, intangible assets and contingencies, including the reserve for sales tax inquiries. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results and require management’s most subjective judgments.

There have been no material changes in our critical accounting policies, estimates and judgments during the three months ended March 31, 2018 from those described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2017, except for Revenue from Contracts with Customers (Topic 606) . We have completed the process of evaluating the effect of adopting Topic 606 and have determined that the timing and amount of revenue recognized based on Topic 606 is consistent with our revenue recognition policy under previous guidance, and accordingly, there was no transition adoption adjustment necessary upon the adoption of the Topic 606 guidance. (See Note 2 to the accompanying unaudited condensed consolidated financial statements.)

RESULTS OF OPERATIONS

Three months ended March 31, 2018 compared to the three months ended March 31, 2017

We incurred a net loss of $409,000 for the three months ended March 31, 2018 compared to a net loss of $90,000 for the three months ended March 31, 2017.

Revenue

The table below summarizes our revenue by type for the period indicated:

	Three months ended March 31,
	2018					2017
	$		% of Total Revenue			$		% of Total Revenue			$ Change			% Change
Subscription revenue		4,065,000		70.6	%		4,226,000		80.8	%		(161,000	)		(3.8	%)
Sales-type lease revenue		679,000		11.8	%		185,000		3.5	%		494,000			267.0	%
Other revenue		1,017,000		17.6	%		820,000		15.7	%		197,000			24.0	%
Total		5,761,000		100.0	%		5,231,000		100.0	%		530,000			10.1	%

Subscription revenue decreased for the three months ended March 31, 2018 primarily due to lower average site count when compared to the same period in 2017. During the three months ended March 31, 2018, sales-type lease revenue increased due to more installations of our BEOND tablet platform for certain customers under sales-type lease arrangements when compared to the same period in 2017. We expect the amount of sales-type lease revenue to continue fluctuating in correlation with customer contracts under sales-type lease arrangements. Other revenue increased for the three months ended March 31, 2018 due primarily to an increase in professional services when compared to the same period in 2017.

Geographic breakdown of our site count for network subscribers was as follows:

	Network Subscribers as of March 31,
	2018		2017
United States		2,567		2,643
Canada		136		145
Total		2,703		2,788

Direct Costs and Gross Margin

A comparison of direct costs and gross margin for the period indicated is shown in the table below:

	For the three months ended March 31,								%
	2018			2017			Change		Change
Revenues	$	5,761,000		$	5,231,000		$	530,000		10.1	%
Direct Costs		1,967,000			1,843,000			124,000		6.7	%
Gross Margin	$	3,794,000		$	3,388,000		$	406,000		12.0	%

Gross Margin Percentage		65.9	%		64.8	%

The increase in direct costs for the three months ended March 31, 2018 compared to the same period in 2017 was primarily due to increased equipment expense related to higher sale-type lease revenue, increased depreciation expense for capitalized site equipment and software development programs, increased service provider fees and increased costs associated with professional development revenues. These increases were offset by a decrease in freight expense.

Operating Expenses

	For the three months ended March 31,							%
	2018		2017		Change			Change
Selling, general and administrative	$	4,021,000	$	4,134,000	$	(113,000	)		(2.7	)%

Depreciation and amortization (non-direct)	$	86,000	$	88,000	$	(2,000	)		(2.3	)%

Selling, General and Administrative Expenses

The decrease in selling, general and administrative expenses for the three months ended March 31, 2018 was primarily due to decreased payroll and related expense of $166,000, decreased marketing expense of $65,000 primarily due to lower trade show costs and decreased miscellaneous expenses of $40,000, offset by increased professional fees of $158,000 when compared to the same period in 2017.

Depreciation and Amortization Expense

The decrease in depreciation and amortization expense for the three months ended March 31, 2018 compared to the same period in 2017 was primarily due to assets becoming fully depreciated or amortized sooner than we are replenishing with new assets.

Other (Expense) Income, Net

	For the three months ended March 31,					Increase in other
	2018			2017		expense, net
Total other (expense) income, net	$	(94,000	)	$	750,000	$	(844,000	)

The decrease in other income, net was primarily related to the receipt of a one-time payment from a supplier during the 2017 period related to a supply chain matter that was resolved in exchange for such payment and the absence of a similar event during the 2018 period.

Income Taxes

	For the three months ended March 31,
	2018			2017
Provision for income taxes	$	(2,000	)	$	(6,000	)

During 2018, we expect to incur state income tax liability related to our U.S. operations and income tax liability in Canada related to our operations in Canada. We have established a full valuation allowance for substantially all deferred tax assets, including our net operating loss carryforwards, since we could not conclude that we were more likely than not able to generate future taxable income to realize these assets. The effective tax rate differs from the statutory tax rate due primarily to our full valuation allowance.

EBITDA—Consolidated Operations

Earnings before interest, taxes, depreciation and amortization, or EBITDA, is not intended to represent a measure of performance in accordance with GAAP. Nor should EBITDA be considered as an alternative to statements of cash flows as a measure of liquidity. EBITDA is included herein because we believe it is a measure of operating performance that financial analysts, lenders, investors and other interested parties find to be a useful tool for analyzing companies like us that carry significant levels of non-cash depreciation and amortization charges in comparison to their net income or loss calculation in accordance with GAAP.

The table below shows a reconciliation of our consolidated net loss calculated in accordance with GAAP to EBITDA for the period indicated. EBITDA should not be considered as substitutes for, or superior to, net loss calculated in accordance with GAAP.

	For the three months ended March 31,
	2018			2017
Net loss per GAAP	$	(409,000	)	$	(90,000	)
Interest expense, net		93,000			159,000
Income tax provision		2,000			6,000
Depreciation and amortization		639,000			579,000
EBITDA	$	325,000		$	654,000

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2018, we had cash and cash equivalents of $2,635,000 compared to cash and cash equivalents of $3,378,000 as of December 31, 2017.

In November 2017, we entered into an amended and restated loan and security agreement (the “Amended and Restated Loan Agreement”) with East West Bank (“EWB”). The Amended & Restated Loan Agreement amended and restated the loan and security agreement that we entered into with EWB in April 2015 (as the same has been previously amended, the “Prior Loan Agreement”). The Amended and Restated Loan Agreement provides for a $4,500,000 36-month term loan, which we used to refinance the $4,450,000 that we had outstanding under the Prior Loan Agreement. The loan matures on November 29, 2020. We make payments on the loan on the last calendar day of each month. Payments are interest only until the payment due on June 30, 2018, at which time we are required to make principal plus interest payments.

We must comply with certain financial covenants, including a minimum fixed charge coverage ratio, minimum liquidity and a maximum senior leverage ratio. As of December 31, 2017, we were in compliance with all covenants except the fixed charge coverage ratio covenant. In March 2018, we entered into an amendment to the Amended and Restated Loan Agreement, which provided for the following:

● EWB waived the minimum fixed charge coverage ratio covenant default for the fiscal quarter ended December 31, 2017.

● The minimum fixed charge coverage ratio covenant was suspended for 2018, and as a result, we are not required to satisfy this covenant until the quarter ended March 31, 2019.

● A covenant was added under which we are required to achieve the minimum Adjusted EBITDA (as defined below) set forth below for the period indicated:

Six Month Period Ending	Minimum Adjusted EBITDA
March 31, 2018	$	600,000
June 30, 2018	$	1,200,000
September 30, 2018	$	1,600,000
December 31, 2018	$	1,500,000

As of March 31, 2018, we were in compliance with all covenants.

As of March 31, 2018, $4,500,000 was outstanding under the Amended and Restated Loan Agreement, of which $1,500,000 is recorded in current portion of long-term debt and $3,000,000 is recorded in long-term debt on the accompanying consolidated balance sheet. We recorded total debt issuance costs of $59,000, which includes a $45,000 facility fee. We are amortizing the debt issuance costs to interest expense using the effective interest rate method over the life of the loan. As of March 31, 2018, the unamortized portion of the debt issuance costs was $48,000 and is recorded as a reduction of long term debt. We have no more borrowing availability under the Amended and Restated Loan.

We have another financing arrangement with an equipment lender under which we may request funds to finance the purchase of certain capital equipment. The lender determines whether to extend such funds on a case-by-case basis, taking into account such factors as the lender considers relevant, including the amount outstanding under this financing arrangement. Through March 31, 2018, we borrowed $9,690,000. As of March 31, 2018, $442,000 was outstanding, all of which is recorded in current portion of long-term debt on the accompanying consolidated balance sheet. We currently do not expect the lender to lend any additional funds under this financing arrangement.

In connection with preparing the financial statement as of and for the year ended March 31, 2018, we evaluated whether there are conditions and events, considered in the aggregate, that are known and reasonably knowable that would raise substantial doubt about our ability to continue as a going concern within one year after the date that such financial statements are issued. As a result of such evaluation, we believe we will have sufficient cash to meet our operating cash requirements and to fulfill our debt obligations for at least the next twelve months from the issuance date of such financial statements. To address our low stockholders’ equity, to increase the likelihood that we will be able to successfully execute our operating and strategic plan, and to position us to better take advantage of market opportunities for growth, we are continuing to evaluate additional financing alternatives, including additional equity financings and alternative sources of debt. If our cash and cash equivalents are not sufficient to meet future cash requirements, we may be required to reduce planned capital expenses, reduce operational cash uses or raise capital on terms that are not as favorable to us as they otherwise might be. Any actions we may undertake to reduce planned capital purchases or reduce expenses may be insufficient to cover shortfalls in available funds. If we require additional capital, we may be unable to secure additional capital on terms that are acceptable to us, or at all.

Working Capital

As of March 31, 2018, we had working capital (current assets in excess of current liabilities) of $1,389,000 compared to negative working capital (current liabilities in excess of current assets) of $1,109,000 as of December 31, 2017. The following table shows our change in working capital from December 31, 2017 to March 31, 2018.

	Increase (Decrease)
Working capital as of December 31, 2017	$	(1,109,000	)
Changes in current assets:
Cash and cash equivalents		(743,000	)
Accounts receivable, net of allowance		319,000
Site equipment to be installed		(875,000	)
Prepaid expenses and other current assets		389,000
Change in total current assets		(910,000	)
Changes in current liabilities:
Accounts payable		131,000
Accrued compensation		(235,000	)
Accrued expenses		80,000
Sales taxes payable		(15,000	)
Income taxes payable		6,000
Current portion of long-term debt		(3,117,000	)
Current portion of obligations under capital leases		1,000
Deferred revenue		(163,000	)
Deferred rent		(50,000	)
Other current liabilities		(46,000	)
Change in total current liabilities		(3,408,000	)
Net change in working capital		2,498,000
Working capital as of March 31, 2018	$	1,389,000

Cash Flows

Cash flows from operating, investing and financing activities, as reflected in the accompanying consolidated statements of cash flows, are summarized as follows:

	For the three months ended March 31,
	2018			2017
Cash (used in) provided by:
Operating activities	$	(120,000	)	$	(466,000	)
Investing activities		(372,000	)		(249,000	)
Financing activities		(226,000	)		1,135,000
Effect of exchange rates		(25,000	)		7,000
Net (decrease) increase in cash and cash equivalents	$	(743,000	)	$	427,000

Net cash used in operations. The decrease in cash used in operating activities was due to a decrease in operating assets and liabilities of $780,000, offset by an increase in net loss of $434,000, after giving effect to adjustments made for non-cash transactions during the three months ended March 31, 2018 compared to the same period in 2017.

Our largest use of cash is payroll and related costs. Cash used for payroll and related costs decreased $175,000 to $2,933,000 for the three months ended March 31, 2018 from $3,108,000 for the same period in 2017, primarily due to a reduction in incentive compensation.

Our primary source of cash is cash we generate from customers. Cash received from customers decreased $158,000 to $5,511,000 for the three months ended March 31, 2018 from $5,669,000 for the same period in 2017. This decrease was primarily related to the timing of a payment from a customer. We received such payment in April 2018, whereas we received the similar payment in March 2017 during the 2017 period.

Net cash used in investing activities. The $123,000 increase in cash used in investing activities was primarily due to increased software development expenditures and capital expenditures.

Net cash (used in) provided by financing activities. The $1,361,000 increase in cash used in financing activities was primarily attributable to the following:

	●	During the three months ended March 31, 2017, we received net proceeds of $1,554,000 from our common stock offering in March 2017; there was no similar event during the same period in 2018; and

	●	During the three months ended March 31, 2018, our payments on long-term debt decreased by $177,000 compared to the same period in 2017.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-05, Income Taxes (Topic 740) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . This ASU incorporates SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses the accounting implications of the major tax reform legislation, Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”), enacted on December 22, 2017. SAB 118 allows a company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date and was effective upon issuance. We continue to analyze the 2017 Tax Act.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in our financial condition, expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk .

Under Securities and Exchange Commission, or SEC, rules and regulations, as a smaller reporting company we are not required to provide the information otherwise required by this item.

Item 4. Controls and Procedures .

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, or the Exchange Act) as to whether such disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, our principal executive officer and principal financial officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings .

From time to time, we are subject to legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or outcomes could occur that have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. We are not currently subject to any pending material legal proceedings.

Item 1A. Risk Factors .

An investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2017 together with all other information contained or incorporated by reference in this report before you decide to invest in our common stock. If any of the risks described in this report or in our annual report occur, our business, financial condition, results of operations and our future growth prospects could be materially and adversely affected. Under these circumstances, the trading price of our common stock could decline, and you may lose all or part of your investment. As of the date of this report, we do not believe that there have been any material changes to the risk factors previously disclosed in our annual report other than as stated below.

Our common stock could be delisted or suspended from trading on the NYSE American if we do not regain compliance with continued listing criteria with which we are currently not compliant or if we fail to meet any other continued listing criteria.

As previously reported, in March 2018, we received a letter from the NYSE Regulation Inc. stating that we are not in compliance with NYSE American LLC continued listing standards. Specifically, we are not in compliance with Section 1003(a)(iii) of the Company Guide because we reported stockholders’ equity of less than $6 million as of December 31, 2017 and had net losses in five of our most recent fiscal years ended December 31, 2017. Our stockholders’ equity was $5.5 million as of December 31, 2017. As a result, we are now subject to the procedures and requirements of Section 1009 of the Company Guide.

On April 26, 2018, the NYSE Regulation Inc. notified us that it has accepted our plan to regain compliance with Section 1003(a)(iii) of the Company Guide and granted us a plan period that extends through March 20, 2019 to regain compliance. The listing of our common stock on the NYSE American is being continued during the plan period pursuant to an extension. The NYSE Regulation staff will review us periodically for compliance with initiatives outlined in our plan. If we are not in compliance with Section 1003(a)(iii) by March 20, 2019 or if we do not make progress consistent with our plan during the plan period, NYSE Regulation staff will initiate delisting proceedings as appropriate.

We can give no assurances that we will be able to address our non-compliance with the NYSE American continued listing standards or, even if we do, that we will be able to maintain the listing of our common stock on the NYSE American. Our common stock could be delisted because we do not make progress consistent with our plan during the plan period, because we do not regain compliance by March 20, 2019, or because we fall below compliance with other NYSE American listing standards. In addition, we may determine to pursue business opportunities or grow our business at levels or on timelines that reduces our stockholders’ equity below the level required to maintain compliance with NYSE American continued listing standards. The delisting of our common stock for whatever reason could, among other things, substantially impair our ability to raise additional capital; result in a loss of institutional investor interest and fewer financing opportunities for us; and/or result in potential breaches of representations or covenants in agreements pursuant to which we made representations or covenants relating to our compliance with applicable listing requirements. Claims related to any such breaches, with or without merit, could result in costly litigation, significant liabilities and diversion of our management’s time and attention and could have a material adverse effect on our financial condition, business and results of operations. In addition, the delisting of our common stock for whatever reason may materially impair our stockholders’ ability to buy and sell shares of our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not Applicable

Item 5. Other Information .

None

Item 6. Exhibits.

Exhibit	Description	Incorporated By Reference

3.1(a)	Restated Certificate of Incorporation	Exhibit to Form 10-Q filed on August 14, 2013

3.1(b)	Certificate of Amendment to the Restated Certificate of Incorporation (reverse/forward split)	Exhibit to Form 8-K filed on June 17, 2016

3.1(c)	Certificate of Decrease of the Series A Convertible Preferred Stock	Exhibit to Form 8-K filed on April 12, 2017

3.1(d)	Certificate of Amendment to the Restated Certificate of Incorporation (decrease in authorized capital stock)	Exhibit to Form 8-K filed on June 9, 2017

3.2	Bylaws, as amended	Exhibit to Form 10-K filed on March 26, 2008

10.1	First Amendment to the Amended and Restated Loan and Security Agreement by and between East West Bank and the registrant dated March 12, 2018.	Exhibit to Form 8-K filed on March 12,2018

10.2*	Amendment to Employment Agreement by and between the registrant and Ram Krishnan dated March 19, 2018.	Filed herewith

10.3*	Employment Agreement by and between the registrant and Allen Wolff dated March 19, 2018.	Filed herewith

10.4*	Stock Unit Agreement under the Amended 2010 Performance Incentive Plan between the registrant and Ram Krishnan dated March 19, 2018.	Filed herewith

10.5*	Stock Unit Agreement under the Amended 2010 Performance Incentive Plan between the registrant and Allen Wolff dated March 19, 2018.	Filed herewith

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1#	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

32.2#	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

101.INS	XBRL Instance Document	Filed herewith

101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith

*		Management contract or compensatory plan.
#		This certification is being furnished solely to accompany this report pursuant to U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated herein by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

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

	NTN BUZZTIME, INC.

Date: May 11, 2018	By:	/s/ Allen Wolff
		Allen Wolff
		Chief Financial Officer and Executive Vice President
		(on behalf of the Registrant, and as its Principal Financial Officer)

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into this 19 ^th day of March, 2018 (the “ Amendment Effective Date ”) by and between NTN Buzztime, Inc., a Delaware corporation (the “ Company ”), and Ram Krishnan, an individual (the “ Executive ” and together with the Company, the “ Parties ”).

RECITALS

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

A. The Company and the Executive entered into that certain Employment Agreement (the “ Agreement ”) dated as of August 21, 2014.

B. The Parties desire to amend certain provisions of the Agreement in the manner reflected herein, effective as of the Amendment Effective Date.

C. The Executive desires to continue employment on the terms and conditions set forth in the Agreement as amended by this Amendment.

D. The Nominating and Corporate Governance/Compensation Committee (the “of the Board of Directors of the Company (the “ Board ”) has determined and approved the amendment of the Agreement in the manner reflected herein.

E. Capitalized terms not defined in this Amendment have the meanings given to them in the Agreement.

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

1.	Compensation .

	1.1	Section 2.1 of the Agreement is hereby amended by adding that for the calendar years 2018, 2019 and 2020, the Executive’s Base Salary shall be at the annualized rate of Three Hundred Fifty Thousand Dollars ($350,000).

	1.2	Section 2.2 of the Agreement is hereby amended by adding the following at the end of the first paragraph of Section 2.2: “The level of achievement of performance metrics will be determined and approved by Board (or its nominating and corporate governance/compensation committee) in its sole discretion. The Executive’s target potential Incentive Bonus amount for the 2018, 2019 and 2020 calendar years shall be set at 75% of the Executive’s Base Salary. The performance objectives for the Incentive Bonus for each calendar year will be determined by no later than March 31 of the current year (e.g., the Incentive Bonus for the calendar year 2018 shall be determined no later than March 31, 2018).”

	1.3	Section 2.2 of the Agreement is hereby further amended by adding the following as a new paragraph at the end of Section 2.2: “In lieu of the Incentive Bonus, if the Company’s CEO and CFO and the nominating and corporate governance/compensation committee of the Board agree, the Executive shall instead be eligible to receive a spot bonus in an amount to be determined by the Board (or its nominating and corporate governance/compensation committee) in its sole discretion.”

	1.4	Section 2.3(e) of the Agreement is hereby deleted in its entirety and replaced with the following:

(e) “Intentionally Omitted”

1.5

Section 2.3 of the Agreement is hereby amended by inserting the following provision as a new section 2.3(f):

(f) Stock Unit Grant . Subject to the other terms of this Section 2.3 and to the terms and conditions set forth in the Amended 2010 Performance Incentive Plan, a copy of which is attached hereto as Exhibit C (the “Amended 2010 Performance Incentive Plan”), the Company will grant to the Executive stock units representing Twenty-Five Thousand (25,000) shares of the Company’s common stock (the “Stock Units Grant”). The Stock Units Grant will vest in accordance with, and otherwise be subject to, the terms of an Amended 2010 Performance Incentive Plan Stock Unit Agreement (the “Stock Unit Agreement”) to be entered into by the Company and the Executive on or about the date hereof, a form of which has been provided to the Executive.

1.6

The following section shall be added as new section 2.4 to the Agreement:

2.4

Change in Control Incentive . In the event of a Change in Control (as defined in Section 4.4) and provided that the Executive is employed by the Company through the effective date of the Change in Control, then 100% of the then unvested portion of the Stock Units Grant and of the options described in Section 2.3 that are then outstanding will vest and, if applicable, become exercisable as of immediately before such effective date.

2.	Benefits . Section 3.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

3.3

Paid Time Off . During the Period of Employment, the Executive shall be permitted time off in accordance with the Company’s PTO policies in effect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

3.	Termination .

3.1

Section 4.2 of the Agreement is hereby amended as follows:

	(a)	Section 4.2(c) is hereby amended by deleting each occurrence (3 occurrences in total) of the phrase “six (6) months” and replacing each with the phrase “nine (9) months”.

	(b)	Section 4.2(d) is hereby deleted in its entirety and replaced with the following: “Intentionally Omitted.”

3.2

Section 4.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

	(a)	This Section 4.3 shall apply notwithstanding anything else contained in this Agreement or any stock option, restricted stock or other equity-based award agreement to the contrary. Notwithstanding any provision in this Agreement to the contrary, as a condition precedent to any Company obligation to the Executive pursuant to Section 4.2(b) and Section 4.2(c), or any agreement or obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall (i) upon or promptly following his Separation Date, sign and not revoke a general release agreement in a form prescribed by the Company (the “General Release”), and provided further that such general release agreement is executed and becomes effective no later than forty-five (45) days following the Executive’s Separation Date and (ii) at the Board’s request, provide the Company with a written resignation from the Board and all of its committees. The Company shall have no obligation to make any payment to the Executive pursuant to Section 4.2(b) or Section 4.2(c) unless and until the general release agreement contemplated by this Section 4.3 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations and, at the Board’s discretion, the Executive shall have tendered the written resignation from the Board and its committees as contemplated above.

	(b)	The Executive agrees that the General Release will include a complete release of all known and unknown claims pursuant to California Civil Code Section 1542 and will require that the Executive acknowledge, as a condition to the payment of any benefits under Section 4.2(b) or Section 4.2(c), that the payments contemplated by Section 4.2 and Section 4.2(c) shall constitute the exclusive and sole remedy for any termination of his employment, and the Executive will be required to covenant, as a condition to receiving any such payment, not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 4.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.

4.	Certain Defined Terms .

4.1

Section 4.4(a) of the Agreement is hereby amended in its entirety to read as follows:

(a)

As used herein, “Accrued Obligations” means:

(i) any Base Salary that had accrued but had not been paid (including accrued and unpaid personal time off) on or before the Separation Date; and

(ii) any reimbursement due to the Executive pursuant to Section 3.2 for expenses incurred by the Executive on or before the Separation Date.

4.2

Section 4.4(c) of the Agreement is hereby amended in its entirety to read as follows: “As used herein, “Change in Control” (i) has the meaning given to such term in the NTN Buzztime, Inc. 2010 Performance Incentive Plan attached hereto as Exhibit C with respect to the options described in Section 2.3; and (ii) has the meaning given to such term in the Amended 2010 Performance Incentive Plan with respect to the Stock Units Grant.”

5.	Protective Covenant . Section 7 of the Agreement is hereby amended by deleting the phrase “include any activities in the fields of electronically simulated trivia and sports games or interactive television efforts in the hospitality industry,” and replacing it with the phrase “include any activities in the fields of electronically simulated trivia, sports games or other interactive experiences (e.g., advertising, single player arcade games), or tableside order and payment in the hospitality industry,”.

6.	Counterparts . This Amendment may be executed in any number of electronic or original counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

7.	Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Amendment. Hence, in any construction to be made of this Amendment, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Amendment, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Amendment and has had ample opportunity to do so.

8.	Ratification . All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in this Amendment or in the original Agreement shall include the terms contained in this Amendment.

IN WITNESS WHEREOF , the Company and the Executive have executed this Amendment as of the first date set forth above.

	“COMPANY”

	NTN Buzztime, Inc., a Delaware corporation

	By:	/s/ Steve Mitgang
	Name:	Steve Mitgang
	Title:	Chairman, Nominating and Corporate
		Governance/Compensation Committee

	“EXECUTIVE”

		/s/ Ram Krishnan
		Ram Krishnan

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 19 ^th day of March, 2018, by and between NTN Buzztime, Inc., a Delaware corporation (the “ Company ”), and Allen Wolff, an individual (the “ Executive ”).

RECITALS

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

A. The Executive commenced employment with the Company as of December 29, 2014.

B. The Company desires that the Executive continue to be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions set forth in this Agreement, effective as of the date set forth in the first paragraph (the “ Effective Date ”).

C. The Executive desires to continue employment on the terms and conditions set forth in this Agreement.

D. The Nominating and Corporate Governance/Compensation Committee (the “ Committee ”) of the Board of Directors of the Company has determined and approved the terms of Executive’s continued employment on the terms and conditions set forth in this Agreement.

E. This Agreement shall govern the employment relationship between the Executive and the Company from and after the Effective Date and supersedes and negates all previous agreements with respect to such relationship.

1. Retention and Duties .

1.1

Retention; Authorization to Work in the United States . Subject to the terms and conditions expressly set forth in this Agreement, the Company does hereby agree to continue the employment of the Executive and the Executive does hereby accept and agree to this engagement and employment. Executive’s employment with the Company is “at-will” and either the Company or Executive may terminate his employment with the Company at any time for any or no reason, subject to the terms and conditions set forth in this Agreement. The period of time during which Executive remains employed by the Company is referred to as the “Period of Employment.” Notwithstanding anything else set forth in this Agreement, the Company’s continued employment of Executive is conditioned upon, prior to the Effective Date, Executive passing a background check and maintaining compliance with federal I-9 requirements.

	1.2	Duties . During the Period of Employment, the Executive shall serve the Company as its Chief Financial Officer (the “ CFO ”) and shall have the powers, duties and obligations of management typically vested in the office of the CFO of a corporation, subject to the directives of the Company’s Board of Directors (the “Board ”) and to the corporate policies of the Company as they are in effect and as amended from time to time throughout the Period of Employment (including, without limitation, the Company’s business conduct and ethics policies). Specifically, the CFO will work closely with the Board, the CEO and senior management to manage administrative, financial and risk management operations of the Company, including the financial and operational strategy and the metrics tied to that strategy, as well as the ongoing monitoring of the controls designed to preserve company assets and report accurate financial results. The Executive will assist in the development of Company policies and objectives in accordance with Board directives to achieve sustainable and cumulative growth over time. Moreover, the Executive, in conjunction with the CEO, will establish responsibilities and procedures for attaining objectives and reviews of operations and financial statements to evaluate achievement of those objectives. During the Period of Employment, the Executive shall report to the CEO.

	1.3	No Other Employment. During the Period of Employment, the Executive shall both (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company, and (ii) hold no other employment. The Company shall have the right to request the Executive to resign from any board or similar body on which he may then serve if the Board reasonably determines that the Executive’s business related to such service is then in competition or conflicts with any business of the Company or any of its affiliates, successors or assigns. Nothing in this Section 1.3 shall be construed as preventing Executive from engaging in the investment of his personal assets.

	1.4	No Breach of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound; (ii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; and (iii) except as set forth on Exhibit A hereto, the Executive is not bound by any confidentiality, trade secret or similar agreement other than this Agreement and the Confidentiality and Work for Hire Agreement entered into by the Executive as of December 16, 2014 and which is attached hereto as Exhibit B (the “ Confidentiality and Work for Hire Agreement ”) with any other person or entity.

	1.5	Location . The Executive acknowledges that the Company’s principal executive offices are currently located in Carlsbad, California. The Executive agrees that he will work from the Company’s principal executive offices. The Executive acknowledges that he may be required to travel from time to time in the course of performing his duties for the Company.

2. Compensation .

	2.1	Base Salary . The Executive’s base salary (the “ Base Salary ”) shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. The Executive’s Base Salary shall be at an annualized rate of Two Hundred Sixty Five Thousand Dollars ($265,000) and, subject to the Executive’s continued employment with the Company, the Executive’s Base Salary shall remain at the annualized rate of Two Hundred Sixty Five Thousand Dollars ($265,000).

	2.2	Incentive Bonus . During the Period of Employment, the Executive shall be eligible to receive an annual incentive bonus (“ Incentive Bonus ”) in an amount to be determined by the Board (or its nominating and corporate governance/compensation committee) in its sole discretion, based on the achievement of performance objectives established by the Board (or its nominating and corporate governance/compensation committee) for that particular period. The level of achievement of performance metrics will be determined and approved by Board (or its nominating and corporate governance/compensation committee) in its sole discretion. The Executive’s target potential Incentive Bonus amount for the 2018, 2019 and 2020 calendar years shall be set at 50% of the Executive’s Base Salary. The Executive’s Incentive Bonus shall be pro-rated for any Company-approved leaves of absence.

		The performance objectives for the Incentive Bonus for each calendar year will be determined by no later than March 31 of the current year (e.g., the Incentive Bonus for the calendar year 2018 shall be determined no later than March 31, 2018). The parties anticipate that the performance objectives will fall into three categories: strategic, financial and operational.

		The Incentive Bonus, if any, will be paid to the Executive within thirty (30) days after receipt of the independent auditor’s report on the Company’s annual financial statements for the year in question; provided that the Incentive Bonus will not be deemed earned and will not be paid to the Executive unless the Executive is employed by the Company on such payment date. Payment of the Incentive Bonus, if any, will be subject to withholdings in accordance with the Company’s standard payroll procedures.

		In lieu of the Incentive Bonus, if the Company’s CEO and CFO and the nominating and corporate governance/compensation committee of the Board agree, the Executive shall instead be eligible to receive a spot bonus in an amount to be determined by the Board (or its nominating and corporate governance/compensation committee) in its sole discretion.

	2.3	Stock Units Grant . Subject to the other terms of this Section 2.3 and to the terms and conditions set forth in the Amended 2010 Performance Incentive Plan, a copy of which is attached hereto as Exhibit C (the “Amended 2010 Performance Incentive Plan”), the Company will grant to the Executive stock units representing Fifteen Thousand (15,000) shares of the Company’s common stock (the “ Stock Units Grant ”). The Stock Units Grant will vest in accordance with, and otherwise be subject to, the terms of an Amended 2010 Performance Incentive Plan Stock Unit Agreement (the “ Stock Unit Agreement ”) to be entered into by the Company and the Executive on or about the date hereof, a form of which has been provided to the Executive.

	2.4	Change in Control Incentive . In the event of a Change in Control (as defined in Section 4.4), and provided that the Executive is employed by the Company through the effective date of the Change in Control, then 100% of the then unvested portion of the Stock Units Grant and of all stock options granted to the Executive prior to the date hereof that are then outstanding will vest and, if applicable, become exercisable as of immediately before such effective date.

3. Benefits .

	3.1	Retirement, Welfare and Fringe Benefits . During the Period of Employment, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Company to the Company’s employees generally, in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.

	3.2	Reimbursement of Business Expenses . The Company will reimburse Executive for all reasonable business expenses the Executive incurs during the Period of Employment in the course and scope of the Executive’s duties, subject to the Company’s expense reimbursement policies in effect from time to time. Executive will be required to provide substantiation of all of such expenses on Company approved expense report forms in accordance with Company policies. These payments may be made as direct payments of the Executive’s invoices or bills or by reimbursement to the Executive of costs that are incurred. The Executive will be responsible for all income and employment taxes due on such payments; the Company will not provide a gross-up payment to cover such tax liabilities.

	3.3	Paid Time Off . During the Period of Employment, the Executive shall be permitted time off in accordance with the Company’s PTO policies in effect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

4. Termination .

	4.1	Termination of Employment . The Executive’s employment by the Company may be terminated either by the Company or by Executive at any time for any or no reason and with or without Cause (in any case, the date that the Executive’s employment with the Company terminates and which constitutes a “separation from service” within the meaning of Section 409A of the Code is referred to as the “ Separation Date ”).

	4.2	Benefits Upon Termination . If the Executive’s employment with the Company is terminated for any reason by the Company or by the Executive, the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:

	(a)	The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 4.4) within 10 days following the Separation Date;

	(b)	In addition to the Accrued Obligations, if the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, subject to tax withholding and other authorized deductions and subject to the requirements of Section 4.3, the Company shall: (i) pay the Executive as severance pay an amount equal to six (6) months of the Executive’s Base Salary rate in effect on the Separation Date, which shall be payable in substantially equal installments on a bi-weekly basis over a period of six (6) months; and (ii) provided that the Executive timely elects continued insurance coverage pursuant to COBRA, reimburse the Executive for a period of six (6) months an amount equal to the difference between the amount of the COBRA premiums actually paid by the Executive each such month and the amount of the most recent premium paid by the Executive immediately prior to the Separation Date for health insurance benefits offered by the Company. The first installment of any severance pay payable under this Section 4.2(b) shall commence after the Executive executes the General Release and it has become effective in accordance with its terms and is not revoked.

	(c)	Notwithstanding the foregoing provisions of this Section 4.2, if the Executive breaches his obligations under the Confidentiality and Work for Hire Agreement and/or Section 6, 7 or 8 of this Agreement at any time, from and after the date of such breach, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of any benefits provided in Section 4.2(b).

The foregoing provisions of this Section 4.2 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any). In no event shall the Company’s obligations to the Executive exceed the sum of the Accrued Obligations, the benefits provided in Section 4.2(b), if applicable, and the benefits contemplated by this paragraph, regardless of the manner of the Executive’s termination of employment.

4.3 Release; Exclusive Remedy .

	(a)	This Section 4.3 shall apply notwithstanding anything else contained in this Agreement or any stock option, restricted stock or other equity-based award agreement to the contrary. Notwithstanding any provision in this Agreement to the contrary, as a condition precedent to any Company obligation to the Executive pursuant to Section 4.2(b), or any agreement or obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall (i) upon or promptly following his Separation Date, sign and not revoke a general release agreement in a form prescribed by the Company (the “ General Release ”), and provided further that such general release agreement is executed and becomes effective no later than forty-five (45) days following the Executive’s Separation Date and (ii) at the Board’s request, provide the Company with a written resignation from the Board and all of its committees. The Company shall have no obligation to make any payment to the Executive pursuant to Section 4.2(b) unless and until the general release agreement contemplated by this Section 4.3 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations and, at the Board’s discretion, the Executive shall have tendered the written resignation from the Board and its committees as contemplated above.

	(b)	The Executive agrees that the General Release will include a complete release of all known and unknown claims pursuant to California Civil Code Section 1542 and will require that the Executive acknowledge, as a condition to the payment of any benefits under Section 4.2(b), that the payments contemplated by Section 4.2 shall constitute the exclusive and sole remedy for any termination of his employment, and the Executive will be required to covenant, as a condition to receiving any such payment, not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 4.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.

4.4 Certain Defined Terms .

(a)

As used herein, “ Accrued Obligations ” means:

	(i)	any Base Salary that had accrued but had not been paid (including accrued and unpaid personal time off) on or before the Separation Date; and

	(ii)	any reimbursement due to the Executive pursuant to Section 3.2 for expenses incurred by the Executive on or before the Separation Date.

	(b)	As used herein, “ Cause ” shall mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board), (i) any act of personal dishonesty taken by the Executive in connection with his responsibilities as an employee of the Company which is intended to result in substantial personal enrichment of the Executive and is reasonably likely to result in material harm to the Company, (ii) the Executive’s conviction of a felony which the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business, (iii) a willful act by the Executive which constitutes misconduct and is materially injurious to the Company, (iv) continued willful violations by the Executive of the Executive’s obligations to the Company after there has been delivered to the Executive a written demand for performance from the Company which describes the basis for the Company’s belief that the Executive has willfully violated his obligations to the Company.

	(c)	As used herein, “ Change in Control ” has the meaning given to such term in the NTN Buzztime, Inc. 2010 Performance Incentive Plan.

	(d)	As used herein, “ Good Reason ” shall mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board), (i) a change in the location of the Executive’s place of employment or the principal offices of the Company, in each case, as of the Effective Date resulting in an increased commuting distance of more than thirty (30) miles, (ii) a reduction in the amount of the Base Salary by 10% or more, (iii) a reduction in the percentage of the Executive’s target potential Incentive Bonus amount from the percentage in effect for the immediately preceding year or (iv) a change in the Executive’s position with the Company which materially reduces his duties and responsibilities; provided and only if such change, reduction or relocation is effected by the Company without the Executive’s consent. Notwithstanding the foregoing, a termination shall not be for Good Reason unless (A) the Executive provides written notice to the Company of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the circumstance that he believes constitute(s) Good Reason, which notice shall describe such circumstance, (B) the Company does not cure such circumstance within twenty (20) days following its receipt of such notice, and (C) the Executive voluntarily terminates his employment with the Company within thirty (30) days following the end of the twenty (20) day cure period.

4.5 Limitation on Benefits .

	(a)	Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “ Benefits ”) would be subject to the excise tax (the “ Excise Tax ”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “ Code ”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Executive received all of the Benefits (such reduced amount if referred to hereinafter as the “ Limited Benefit Amount ”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.

	(b)	A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm of national reputation designated by the Company (the “ Accounting Firm ”) at the Company’s expense. The Accounting Firm shall provide its determination (the “ Determination ”), together with detailed supporting calculations and documentation to the Company and the Executive within five (5) days of the date of termination of the Executive’s employment, if applicable, or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) days of the delivery of the Determination to the Executive that he disputes such Determination, the Determination shall be binding, final and conclusive upon the Company and the Executive.

5.	Proprietary Information; Inventions and Developments . The Executive acknowledges having entered into the Confidentiality and Work for Hire Agreement, that he has abided by and not breached, and intends to continue to abide by and not breach, the terms, conditions and restrictions contained in it, and he hereby reaffirms the terms, conditions and restrictions and that as it relates to him, it remains in full force and effect.

6.	Confidentiality . The Executive hereby agrees that the Executive shall not at any time (whether during or after the Executive’s employment with the Company), directly or indirectly, other than in the course of the Executive’s duties hereunder, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below); provided, however, that this Section 6 shall not apply when (i) disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the Executive to disclose or make available such information (provided, however, that the Executive shall promptly notify the Company in writing upon receiving a request for such information), or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement, including but not limited to enforcement of this Agreement. The Executive agrees that, upon termination of the Executive’s employment with the Company, all Confidential Information in the Executive’s possession that is in written, digital or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Company and shall not be retained by the Executive or furnished to any third party, in any form except as provided herein; provided, however, that the Executive shall not be obligated to treat as confidential, or return to the Company copies of any Confidential Information that (a) was publicly known at the time of disclosure to the Executive, (b) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by any person or entity, or (c) is lawfully disclosed to the Executive by a third party. As used in this Agreement, the term “ Confidential Information ” means: information disclosed to the Executive or known by the Executive as a consequence of or through the Executive’s relationship with the Company, about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, of the Company Group.

7.	Protective Covenant . The Executive acknowledges and agrees that should he accept a position of any business or organization where his duties, or those of others who report directly or indirectly to him, include any activities in the fields of electronically simulated trivia, sports games or other interactive experiences (e.g., advertising, single player arcade games), or tableside order and payment in the hospitality industry, which in the reasonable judgment of the Company is, or as a result of the Executive’s engagement or participation would become, directly competitive with any aspect of the business of the Company Group (a “ Covered Position ”), that such position would inevitably lead to a disclosure of Confidential Information in contravention of Section 6. Accordingly, and without limiting the provisions of Section 6, the Executive agrees that during the Period of Employment, the Executive shall not accept employment in a Covered Position. The Executive expressly acknowledges and agrees that the foregoing restriction is reasonable and necessary in order to protect the Confidential Information of the Company Group.

8. Anti-Solicitation.

	8.1	Business Relationships . The Executive promises and agrees that during the Period of Employment, the Executive will not, directly or indirectly, individually or as a consultant to, or as an employee, officer, stockholder, director or other owner or participant in any business, influence or attempt to influence customers, vendors, suppliers, joint venturers, associates, consultants, agents, or partners of the Company or any of its affiliates (collectively, the “ Company Group ”), either directly or indirectly, to divert their business away from the Company Group, to any individual, partnership, firm, corporation or other entity then in competition with the business of any entity within the Company Group, and he will not otherwise materially interfere with any business relationship of any entity within the Company Group.

	8.2	Executives . The Executive promises and agrees that during the Period of Employment and for a period of one (1) year thereafter, the Executive will not, directly or indirectly, individually or as a consultant to, or as an employee, officer, stockholder, director or other owner of or participant in any business, solicit (or assist in soliciting) any person who is then, or at any time within six (6) months prior thereto was, an employee of an entity within the Company Group who earned annually $25,000 or more as an employee of such entity during the last six (6) months of his or her own employment to work for (as an employee, consultant or otherwise) any business, individual, partnership, firm, corporation, or other entity whether or not engaged in competitive business with any entity in the Company Group.

9.	Withholding Taxes . Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

10.	Assignment . This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided , however , that in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

11.	Number and Gender . Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.

12.	Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

13.	Governing Law . This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of California, notwithstanding any California or other conflict of law provision to the contrary.

14.	Severability . If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

15.	Entire Agreement . This Agreement, together with the Stock Unit Agreement and the Exhibits contemplated hereby, including the Confidentiality and Work for Hire Agreement and Mutual Agreement to Arbitrate, embodies the entire agreement of the parties hereto respecting the matters within its scope. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein.

16.	Modifications . This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. Without limiting the foregoing, the at-will nature of Executive’s employment by the Company may only be modified in a writing approved by the Company’s Board of Directors and executed by both the Company and the Executive.

17.	Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

18.	Arbitration . Any controversy arising out of or relating to the Executive’s employment (whether or not before or after the expiration of the Period of Employment), any termination of the Executive’s employment, this Agreement, the Confidentiality and Work for Hire Agreement referred to in Section 5, the Stock Unit Agreement or any other agreements relating to the grant to Executive of equity-based awards, the enforcement or interpretation of any of such agreements, or because of an alleged breach, default, or misrepresentation in connection with any of the provisions of any such agreement, including (without limitation) any state or federal statutory claims, shall be submitted to arbitration in accordance with the provisions set forth on Exhibit D hereto.

	Nothing in this Agreement or the attached Exhibit D shall prohibit or limit the parties from seeking provisional remedies under California Code of Civil Procedure section 1281.8, including, but not limited to, injunctive relief from a California court of competent jurisdiction. Without limiting the foregoing, the Executive and the Company acknowledge that any breach of any of the covenants or provisions contained in Section 6, 7 or 8 of this Agreement or in the Confidentiality and Work for Hire Agreement could result in irreparable injury to either of the parties hereto for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the non-breaching party shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any activities prohibited by any covenant or provision in Section 6, 7 or 8 of this Agreement or in the Confidentiality and Work for Hire Agreement or such other equitable relief as may be required to enforce specifically any of such covenants or provisions.

19.	Insurance . The Company shall have the right at its own cost and expense to apply for and to secure in its own name, or otherwise, life, health or accident insurance or any or all of them covering the Executive, and the Executive agrees to submit to any usual and customary medical examination and otherwise cooperate with the Company in connection with the procurement of any such insurance and any claims thereunder.

20. Notices .

(a)

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by registered or certified mail, postage prepaid, return receipt requested. Any notice shall be duly addressed to the parties as follows:

	(i)	if to the Company:

		NTN Buzztime, Inc.
		2231 Rutherford Road, Suite 200
		Carlsbad, CA 92008
		Attn: Board of Directors

	(ii)	if to the Executive, the to address most recently on file in the payroll records of the Company.

(b)

Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 20 for the giving of notice. Any communication shall be effective when delivered by hand, when otherwise delivered against receipt therefor, or five (5) business days after being mailed in accordance with the foregoing.

21.	Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

22.	Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

23. Code Section 409A .


	(a)	It is intended that any amounts payable under this Agreement and the Company’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

	(b)	Without limiting the generality of the foregoing, and notwithstanding any provision in this Agreement to the contrary, any payments made from the date of the Executive’s termination of employment through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary separation from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code. For purposes of the foregoing, if upon Executive’s separation from service he is then a “specified employee” (within the meaning of Code Section 409A), then to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement until the earlier of (i) the first business day of the seventh month following Executive’s separation from service, or (ii) ten (10) days after the Company receives notification of Executive’s death. If the Company determines that any other payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, then the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Section 409A(a)(1) of the Code. Any payments that are delayed as a result of this Section 23(b) shall be paid without interest.

IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the first date set forth above.

	“COMPANY”

	NTN Buzztime, Inc., a Delaware corporation

	By:	/s/ Ram Krishnan
	Name:	Ram Krishnan
	Title:	CEO

	“EXECUTIVE”

	/s/ Allen Wolff
	Allen Wolff

EXHIBIT A

CONFIDENTIALITY DISCLOSURE

None.

EXHIBIT B

NTN BUZZTIME, INC.

CONFIDENTIALITY AND WORK FOR HIRE AGREEMENT

EXHIBIT C

NTN BUZZTIME, INC.

2010 PERFORMANCE INCENTIVE PLAN

EXHIBIT D

MUTUAL AGREEMENT TO ARBITRATE

This Mutual Arbitration Agreement (“Arbitration Agreement”) is entered into between NTN Buzztime, Inc. (“the Company”) and Allen Wolff, an individual (the “ Executive ”).

Agreement to Arbitrate Certain Disputes and Claims

Executive and Company agree that they will submit any claim, dispute, and/or controversy relating to or arising from Executive’s employment with Company to final and binding arbitration. Arbitration shall be the exclusive means of resolving the claim, dispute and/or controversy regardless of whether it is based on tort, contract, statute, equity and/or other laws. This shall include, but not be limited to, claims of wrongful termination, discrimination, harassment, conversion, theft of trade secrets, unfair competition, damage to person or property, breach of contract, defamation, violation of any other non-criminal federal, state or other governmental common law, statute, regulation or ordinance. This Arbitration Agreement shall apply to actions initiated by Executive or Company.

Company and Executive understand and agree that arbitration of the disputes and claims covered by this Arbitration Agreement shall be the sole and exclusive mechanism for resolving any and all existing and future disputes or claims arising out of Executive’s recruitment to or employment with the Company or the termination thereof, except as specified below.

Claims Not Subject to Arbitration

Company and Executive further understand and agree that the following disputes and claims are not covered by this Arbitration Agreement and shall therefore be resolved as required by the law then in effect:

	●	Executive’s claims for workers’ compensation benefits, unemployment insurance, or state or federal disability insurance.

	●	Either party’s request for temporary injunctive relief prior to resolution of the dispute on its merits in an arbitration proceeding.

	●	Any other dispute or claim that has been expressly excluded from arbitration by statute or binding legal precedent.

	●	Any claims which, as a matter of law then in effect, cannot be the subject of a mandatory arbitration agreement.

This Arbitration Agreement does not prevent Executive from filing a charge with certain local, state or federal administrative agencies such as the United States Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing, or prevent Executive from filing for unemployment insurance or workers’ compensation benefits. Nothing in this Arbitration Agreement limits Executive’s rights, or those of the Company, to seek provisional relief pursuant to California Code of Civil Procedure section 1281.8 or any similar statute of applicable jurisdiction.

Final and Binding Arbitration; Waiver of Trial Before Court, Jury or Government Agency

Company and Executive understand and agree that the arbitration of disputes and claims under this Arbitration Agreement shall be instead of a trial before a court or jury or a hearing before a government agency. Company and Executive understand and agree that, by signing this Arbitration Agreement, Company and Executive are expressly waiving any and all rights to a trial before a court or jury or before a government agency regarding any disputes and claims which Company and Executive now have or which Company and Executive may in the future have that are subject to arbitration under this Arbitration Agreement, except as provided in the preceding section.

Arbitration Procedures

Any arbitration held under this Arbitration Agreement shall be conducted before a single neutral arbitrator and shall be administered by the Judicial Arbitration and Mediation Service (“JAMS”) or its successor, unless the parties otherwise stipulate. The party initiating arbitration must provide written notice of the request to arbitrate to the other party and to JAMS within the applicable statute(s) of limitations. Written notice to the Company is to be directed to the Company’s Human Resources Department. The arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules and Procedures (the “JAMS Rules”), available for review at http://www.jamsadr.com, as those rules are in effect at the time of the arbitration; provided, however, that the arbitrator shall allow the discovery authorized by California Code of Civil Procedure section 1283.05 or any other discovery required by California law. The parties shall attempt to jointly select the single neutral arbitrator. If they are unable to reach agreement, the procedures contained in the JAMS Rules shall apply, or JAMS shall appoint the single arbitrator. The parties are entitled to be represented by counsel during the arbitration. To the extent that any of the JAMS Rules or anything in this Arbitration Agreement conflicts with any arbitration procedures required by California law, the arbitration procedures required by California law shall govern.

In the event JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the American Arbitration Association (“AAA”) in accordance with AAA’s employment arbitration rules, available for review at http://www.adr.org, as those rules are in effect at the time of the arbitration, subject to the same terms and conditions as arbitration with JAMS as referenced in the preceding paragraph.

Place of Arbitration

The arbitration shall take place in San Diego County, California, or, at the Executive’s option, in the county in which the Executive works, or last worked, for the Company. The parties may agree to hold the arbitration at any other place mutually agreeable to both of them.

Discovery

The arbitrator shall allow the discovery authorized by California Code of Civil Procedure section 1283.05 or any other discovery required by California law.

Written Arbitration Award

In making an award, the Arbitrator shall have the authority to make any finding and determine any remedy congruent with applicable law, including an award of compensatory or punitive damages. In reaching a decision, the Arbitrator shall adhere to relevant law and applicable legal precedent, and shall have no power to vary therefrom.

The Arbitrator shall issue a written award that sets forth the essential findings and conclusions on which the award is based. The Arbitrator shall have the authority to award any relief authorized by law in connection with the asserted claims or disputes. The Arbitrator’s award shall be final and binding on both the Company and Executive and it shall provide the exclusive remedy(ies) for resolving any and all disputes and claims subject to arbitration under this Arbitration Agreement.

The Arbitrator’s award shall be subject to correction, confirmation, or vacation, by a competent California court as provided by California Code of Civil Procedure Section 1285.8 et seq and any applicable California case law setting forth the standard of judicial review of arbitration awards. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.

Governing Law

Company and Executive understand that this Arbitration Agreement and its validity, construction and performance shall be governed by the laws of the State of California, without reference to rules relating to conflicts of law. Any dispute(s) and claim(s) to be arbitrated under this Arbitration Agreement shall be governed by the laws of the State of California, without reference to rules relating to conflicts of law.

Costs of Arbitration

The Company will bear the arbitrator’s fee and any other type of expense or cost that the employee would not be required to bear if he or she were free to bring the dispute(s) or claim(s) in court as well as any other expense or cost that is unique to arbitration. If the Executive is the party initiating arbitration, he will be required to contribute to the administrative costs of the arbitration the same amount which he would have paid as a filing fee in order to commence the action in a civil court of law. The Company and Executive shall each bear their own attorneys’ fees incurred in connection with the arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute specifically authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to whether the Company or Executive is the prevailing party in the arbitration, the Arbitrator will decide this issue.

Severability

Company and Executive understand and agree that if any term or portion of this Arbitration Agreement shall, for any reason, be held to be invalid or unenforceable or to be contrary to public policy or any law, then the remainder of this Arbitration Agreement shall not be affected by such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within this Arbitration Agreement.

Complete Agreement

Company and Executive understand and agree that this Arbitration Agreement and the Employment Agreement to which this agreement is attached contain the complete agreement between the Company and Executive regarding the subjects covered hereby; that it supersedes any and all prior representations and agreements between us, if any. This Arbitration Agreement may be modified only in a writing, expressly referencing this Arbitration Agreement and Executive by full name, and signed by the Chief Executive Officer of the Company. Any such written modification must also expressly state the intention of the parties to modify this Arbitration Agreement.

Knowing and Voluntary Agreement

The Executive is advised to consult with attorneys of his or her own choosing before signing this Arbitration Agreement, and acknowledges that he or she has had an opportunity to do so. By signing this Arbitration Agreement, Executive agrees that he or she has read this Arbitration Agreement carefully and understand that by signing it, he or she is waiving all rights to a trial or hearing before a court or jury or government agency of any and all disputes and claims regarding Executive’s employment with the Company or the recruitment to or termination thereof (except as otherwise stated herein).

Consideration

The parties’ mutual agreement to arbitrate the claims identified herein, and the Company’s agreement to pay most of the costs associated with the arbitration, provide good and sufficient consideration for the mutual promises to arbitrate.

PLEASE READ CAREFULLY. BY SIGNING THIS AGREEMENT, EMPLOYEE AND THE COMPANY ARE GIVING UP THEIR RIGHT TO FILE A LAWSUIT IN A COURT OF LAW AND TO HAVE THEIR CASE HEARD BY A JUDGE OR JURY AS TO ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE.

Date:	March 19, 2018		/s/ Allen Wolff
			Allen Wolff

Date:	March 19, 2018	NTN Buzztime, Inc.

			/s/ Ram Krishnan
		By:	Ram Krishnan
		Title:	CEO

NTN BUZZTIME, INC.

AMENDED 2010 PERFORMANCE INCENTIVE PLAN
STOCK UNIT AGREEMENT

THIS STOCK UNIT AGREEMENT (the “Agreement”), dated March 19, 2018 (the “Grant Date”) between NTN Buzztime, Inc., a Delaware corporation (the “Corporation”), and Ram Krishnan (the “Recipient”), is entered into as follows:

WHEREAS, the continued commitment of the Recipient is considered by the Corporation to be important for the Corporation’s continued growth; and

WHEREAS, in order to give the Recipient an incentive to continue in the employ or service of the Corporation and to assure his or her continued commitment to the success of the Corporation , the Nominating and Corporate Governance/Compensation Committee of the Board of Directors of the Corporation or its delegates (the “Committee”) has determined that the Recipient shall be granted units (“Stock Units”) representing hypothetical shares of the Corporation’s Common Stock, with each Stock Unit equal in value to one share of the Corporation’s Common Stock, subject to the restrictions stated below and in accordance with the terms and conditions of the NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan (the “Plan”), a copy of which can be obtained by written or telephonic request to the Stock Plan Administrator.

THEREFORE, the parties agree as follows:

1. Grant of Stock Units . Subject to the terms and conditions of this Agreement and of the Plan, the Corporation hereby grants to the Recipient Stock Units covering Twenty Five Thousand (25,000) shares of Common Stock (the “Shares”).

2. Vesting Schedule . Subject to the Recipient’s not experiencing a termination or reduction of employment or service during the following vesting period, the interest of the Recipient in the Stock Units shall vest as follows: 16.67% of the total shares shall vest on the six month anniversary of the Grant Date. The remaining 83.33% of the total shares shall vest in (30) substantially equal monthly installments, with the first installment vesting on the seven month anniversary of the Grant Date and each additional installment vesting on the same day of each of the remaining (29) months thereafter.

The vesting schedule requires continued full-time employment or service through each applicable vesting date as a condition to the vesting and the rights and benefits under this Agreement. Partial employment or service, even if substantial, during any vesting period will not entitle the Recipient to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service as provided in Section 4(b) below or under the Plan.

3. Benefit Upon Vesting . Upon the vesting of the Stock Units and subject to any limitations set forth in this Agreement, the Recipient shall be entitled to receive, and the Corporation shall as soon as reasonably practicable (but in any event, within the period ending on the later to occur of the date that is two and one half (2½) months after the end of (a) the Recipient’s tax year that includes the applicable vesting date, or (b) the Corporation’s tax year that includes the applicable vesting date) issue to the Recipient, a number of Shares equal to the number of Stock Units that have vested on the applicable vesting date subject to Section 7 below.

4. Restrictions .

(a) Except as otherwise provided for in this Agreement, the Plan or applicable law, the Stock Units or any related rights granted hereunder may not be sold, pledged or otherwise encumbered or transferred until the Stock Units become vested in accordance with Section 2 and the Shares are issued under Section 3. The period of time between the date hereof and the date the Stock Units become fully vested is referred to as the “Restriction Period.”

(b) Except as otherwise provided for in this Agreement, if the Recipient’s employment or service with the Corporation is terminated or reduced at any time for any reason, prior to the lapse of the Restriction Period, all Stock Units granted hereunder that have not vested by such termination date and that are held by the Recipient as of such date shall be forfeited by, and no further rights shall accrue to, the Recipient, without payment of any consideration by the Corporation and without any other action by the Recipient or the Recipient’s beneficiary or personal representative, as the case may be. If the Recipient is employed or engaged by a Subsidiary and that entity ceases to be a Subsidiary, such event shall be deemed to be a termination of employment or service of the Recipient for purposes of this Agreement, unless the Recipient otherwise continues to be employed or engaged by the Corporation or another of its Subsidiaries following such event.

5. Change in Control; Acceleration . In the event of a Change in Control, and provided that the Recipient is employed by the Corporation through the effective date of the Change of Control, 100% of the then unvested portion of the Stock Units shall vest as of immediately prior to the effective date of such Change in Control.

6. No Stockholder Rights . Stock Units represent hypothetical shares of Common Stock. During the Restriction Period, and except as otherwise provided for under the Plan or this Agreement, the Recipient shall not be entitled to any of the rights or benefits (including without limitation any voting or dividend rights) generally accorded to stockholders.

7. Taxes . To meet the obligations of the Corporation (or a Subsidiary if the Recipient is employed by an entity other than the Corporation) and the Recipient with respect to any income or employment withholding taxes, FICA contributions, or the like under any federal, state, local or foreign statute, ordinance, rule, or regulation in or connection with the award grant, vesting or settlement of the Stock Units, the Corporation may, at its sole discretion, either require the Recipient to deposit with the Corporation an amount of cash sufficient to meet such obligations and/or, withhold the required amounts from the Recipient’s pay during the pay periods immediately preceding the date on which any such applicable withholding tax or similar obligation otherwise arises. The Corporation may also in lieu of or in addition to the foregoing, at its sole discretion, withhold a number of shares of Common Stock otherwise deliverable under this award having a fair market value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Recipient’s estimated total federal, state, local and/or foreign tax obligations associated with the grant, vesting or settlement of the Stock Units. The Corporation shall not deliver any of the Shares until and unless the Recipient has made the deposit required herein or proper provision for all applicable tax withholding and similar obligations has been made. The Recipient hereby consents to any action reasonably taken by the Corporation to meet all or any of such obligations.

8. Data Privacy Consent . The Recipient hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Recipient’s personal data as described in this document by the Corporation for the exclusive purpose of implementing, administering and managing the Recipient’s participation in the Plan. The Recipient understands that the Corporation holds certain personal information about the Recipient, including, but not limited to, name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Recipient’s favor for the purpose of implementing, managing and administering the Plan (“Data”). The Recipient understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Recipient’s country or elsewhere and that the recipient country may have different data privacy laws and protections than the Recipient’s country. The Recipient understands that the Recipient may request a list with the names and addresses of any potential recipients of the Data by contacting the Stock Plan Administrator. The Recipient authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom the Recipient may elect to deposit any Stock acquired under the Plan. The Recipient understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. The Recipient understands that the Recipient may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Stock Plan Administrator in writing. The Recipient understands that refusing or withdrawing consent may affect the Recipient’s ability to participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, the Recipient understands that he or she may contact the Stock Plan Administrator at the Corporation.

9. Plan Information . The Recipient acknowledges that the Recipient has received copies of the Plan and the Plan prospectus from the Corporation and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, from the SEC Filings section in the Investor Relations section of the Corporation’s website at www.buzztime.com. The Recipient acknowledges that copies of the Plan, Plan prospectus, Plan information and stockholder information are also available upon written or telephonic request to the Stock Plan Administrator.

10. Recipient Acknowledgments . By accepting this grant of Stock Units, the Recipient acknowledges and agrees that the Plan is established voluntarily by the Corporation, it is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time unless otherwise provided in the Plan or this Agreement. The Recipient acknowledges that all decisions with respect to future grants, if any, will be at the sole discretion of the Corporation. The Recipient’s participation in the Plan shall not create a right to further employment or service with the Corporation and shall not interfere with the ability of the Corporation to terminate the Recipient’s employment or service relationship at any time with or without cause and it is expressly agreed and understood that employment or service is terminable at the will of either party, insofar as permitted by law. The Recipient agrees that stock units, stock unit grants and resulting benefits are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Corporation and are outside the scope of the Recipient’s employment or service contract, if any. Stock units, stock unit grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law. In the event that the Recipient is not an employee of the Corporation, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Corporation or any Subsidiary of the Corporation. The Recipient acknowledges that the future value of the Shares is unknown, may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty. In consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from the Recipient’s termination of employment or service by the Corporation (for any reason whatsoever and whether or not in breach of applicable laws).

11. Code Section 409A Matters . The Company has attempted in good faith to structure the Stock Units in a manner that conforms to the requirements of Code Section 409A(a)(2), (3) and (4), and any ambiguities herein will be interpreted to so comply with these requirements to the maximum extent permissible. To the extent the IRS challenges whether the Stock Units in fact comply with Code Section 409A(a)(2), (3) and (4), the Recipient shall be fully responsible for any additional taxes, penalties and/or interest that might apply as a result of any adverse determination resulting from such challenge. To the extent the Stock Units contemplate multiple distribution dates, each amount to be paid (Shares to be distributed) hereunder on any particular distribution date is designated as a separate payment and such payments will not collectively be treated as a single payment. Notwithstanding anything else to the contrary in this Agreement or the Plan, the Company may accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4).

12. Miscellaneous .

(a) The Corporation shall not be required to treat as the owner of Stock Units, and associated benefits hereunder, any transferee to whom such Stock Units or benefits shall have been so transferred in violation of this Agreement.

(b) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

(c) Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Recipient at the Recipient’s address then on file with the Corporation.

(d) The Stock Units and this Agreement are subject to the applicable terms and conditions of the Plan, which is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Corporation and the Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Corporation and the Recipient. This Agreement is governed by the laws of the state of Delaware. In the event of any conflict between the terms and provisions of the Plan and this Agreement, the Plan terms and provisions shall govern. Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Plan. Certain other important terms governing this contract are contained in the Plan.

(e) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Accepted by RECIPIENT:		NTN BUZZTIME, INC.

Signature:	/s/ Ram Krishnan	By:	/s/ Sandra Gurrola
Print Name:	Ram Krishnan	Name:	Sandra Gurrola
		Title:	Vice President, Finance

RETAIN THIS AGREEMENT FOR YOUR RECORDS

NTN BUZZTIME, INC.
AMENDED 2010 PERFORMANCE INCENTIVE PLAN
STOCK UNIT AGREEMENT

THIS STOCK UNIT AGREEMENT (the “Agreement”), dated March 19, 2018 (the “Grant Date”) between NTN Buzztime, Inc., a Delaware corporation (the “Corporation”), and Allen Wolff (the “Recipient”), is entered into as follows:

WHEREAS, the continued commitment of the Recipient is considered by the Corporation to be important for the Corporation’s continued growth; and

THEREFORE, the parties agree as follows:

1. Grant of Stock Units . Subject to the terms and conditions of this Agreement and of the Plan, the Corporation hereby grants to the Recipient Stock Units covering Fifteen Thousand (15,000) shares of Common Stock (the “Shares”).

4. Restrictions .

12. Miscellaneous .

(b) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

Accepted by RECIPIENT:		NTN BUZZTIME, INC.

		By:	/s/ Sandra Gurrola
Signature:	/s/ Allen Wolff	Name:	Sandra Gurrola
Print Name:	Allen Wolff	Title:	Vice President, Finance

RETAIN THIS AGREEMENT FOR YOUR RECORDS

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ram Krishnan, certify that:

1. I have reviewed this report on Form 10-Q of NTN Buzztime, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 11, 2018	/s/ Ram Krishnan
	Ram Krishnan
	Chief Executive Officer
	NTN Buzztime, Inc.

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Allen Wolff, certify that:

1. I have reviewed this report on Form 10-Q of NTN Buzztime, Inc.;

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 11, 2018	/s/ Allen Wolff
	Allen Wolff
	Chief Financial Officer and Executive Vice President
	NTN Buzztime, Inc.

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NTN Buzztime, Inc. (the “Registrant”) on Form 10-Q for the period ended March 31, 2018 (the “Report”), I, Ram Krishnan, Chief Executive Officer of the Registrant, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	the Report, as filed with the Securities and Exchange Commission, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: May 11, 2018	/s/ Ram Krishnan
	Ram Krishnan
	Chief Executive Officer
	NTN Buzztime, Inc.

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NTN Buzztime, Inc. (the “Registrant”) on Form 10-Q for the period ended March 31, 2018 (the “Report”), I, Allen Wolff, Chief Financial Officer of the Registrant, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	the Report, as filed with the Securities and Exchange Commission, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: May 11, 2018	/s/ Allen Wolff
	Allen Wolff
	Chief Financial Officer and Executive Vice President
	NTN Buzztime, Inc.