ntn_8k-ex1002.htm


    Exhibit
10.2

     

    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement, dated May 11, 2009 (this "Agreement"), is entered into
by and among NTN Buzztime, Inc., a Delaware corporation (the "Company"), and each of the
Holders (as such term is defined below) that are parties hereto.

     

    RECITALS

     

    A. The
Company and Instant Access Media, LLC, a Colorado limited liability company
("IAM"), entered into
that Asset Purchase Agreement of even date herewith (the "Asset Purchase Agreement"), pursuant
to which the Company agreed to provide Instant Access Media, LLC, with certain
registration rights under the Securities Act (as such term is defined
below).

     

    B. In
connection with the Asset Purchase Agreement, the Company and certain investors
entered into that certain Securities Purchase Agreement of even date herewith
(the "Securities Purchase
Agreement"), pursuant to which the Company agreed to provide such
investors with certain registration rights under the Securities
Act.

     

    In
consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

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

     

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

     

    "Commission" means the
Securities and Exchange Commission.

     

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

     

    "Counsel for Selling Holders"
means one counsel for the Selling Holders selected by the Selling Holders
holding a majority of the Registrable Shares covered by the Registration
Statement.

     

    "Counsel for Selling Holders
Fees" means the reasonable fees and expenses of Counsel for Selling
Holders incurred in connection with any registration, qualification, or
compliance pursuant to Section 2.1, up to an aggregate maximum of
$10,000.

     

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

     

    "Family Member" means any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships.

     

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

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    "Original Holder" means each of
the following Persons: (i) Ushas, LLC; (ii) Martha Fawcett; (iii) O'Bryan
Community Property Trust; and (iv) IAM.

     

    "Permitted Transferee": means
any of the following Persons: (i) any transferee or assignee of all a Holders'
Registrable Shares; (ii) any transferee of Registrable Shares who, after such
transfer or assignment, holds at least 500,000 Registrable Shares (subject to
appropriate adjustment for stock splits, stock dividends, combinations and other
recapitalizations); (iii) up to, in the aggregate, two transferees or assignees
who are owners of an Original Holder; (iv) up to two transferees or assignees by
each Original Holder or Permitted Transferee described in clause (iii) of this
definition provided that such transferees or assignees are Family Members of
such transferring Original Holder or Permitted Transferee (including trusts
benefiting one or more of such Persons); and (iv) Stephens Inc.

     

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

     

    "Registrable Shares" means the
Shares other than Shares that, at the time of determination, (i) have been sold
in a registered public offering under the Securities Act or sold pursuant to
Rule 144 or (ii) may be immediately sold to the public without registration or
restriction (including as to volume) under the Securities Act, including
pursuant to Rule 144.

     

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

     

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

     

    "Selling Holder" has the
meaning ascribed to such term in Section 2.2(d).

     

    "Shares" means (i) the shares
of Common Stock issued by the Company under the Securities Purchase Agreement,
(ii) the Closing Shares (as such term is defined in the Asset Purchase
Agreement) and (iii) the Underlying Shares (as such term is defined in the Asset
Purchase Agreement).

     

    ARTICLE
II

     

    REGISTRATION
RIGHTS

     

    2.1    Piggyback Registration
Rights.

     

    (a)    If (but
without any obligation to do so) at any time or from time to time the Company
shall determine to register any of its securities, either for its own account or
the account of a security holder or holders, other than a registration relating
solely to employee benefit plans on Form S-8 (or any successor form) or a
registration on Form S-4 (or any successor form), the Company will:

     

    (1)    promptly
give to each Holder written notice thereof, and

     

    (2)    include
in such registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable
Shares specified in a written request or requests that the Company receives from
such Holder within 10 days after delivery of such written notice from the
Company.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    (b)    If the
registration for which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise Holders as a
part of the written notice described above. The Holders desiring to participate
in such registration shall (together with the Company) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by the Company.

     

    (1)    If the
managing underwriter determines in good faith that marketing factors (including
pricing) require a limitation of the number of shares to be underwritten, the
underwriter may exclude some or all of the Registrable Shares from such
registration and underwriting.  The Company shall so advise any
Holders who have requested to have Registrable Shares included in such
registration, and the shares to be included in such registration shall be
allocated as follows: first, for the account of the Company, all shares of
Common Stock proposed to be sold by the Company; second, for the account of any
other security holder listed on Schedule A that has
previously been granted registration rights with respect to the Common Stock on
the terms and conditions of any agreement pertaining to such registration
rights; third, for the account of the Holders (proportionately in accordance
with the number of Registrable Shares each Holder requested to be included in
such registration), the number of Registrable Shares requested to be included in
the registration; and, fourth, other securities requested to be included in the
registration, up to the amount of the limitation imposed by the managing
underwriter.

     

    (2)    If a
Holder disapproves of the terms of any such underwriting, such Holder may elect
to withdraw by written notice to the Company and the managing underwriter. Any
Registrable Shares excluded or withdrawn from such underwriting shall be
withdrawn from such registration.

     

    (c)    The
Company shall have the right to defer, terminate or withdraw any registration
initiated by it prior to the effectiveness of such registration, whether or not
any Holder has elected to include any or all of the Registrable Shares in such
registration.

     

    (d)    Except to
the extent provided in any underwriting agreement, a Holder who has requested
that Registrable Shares be included in any registration may withdraw all or any
portion of such shares from such registration without prejudice to such Holder's
rights to participate in future registrations hereunder. No Holder shall have
any right to obtain or seek an injunction restraining or otherwise delaying any
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.

     

    (e)    All
registration expenses (other than underwriting discounts and commissions and the
fees of disbursements of counsel for any or all the Holders, if any, other than
Counsel for Selling Holders' Fees) incurred in connection with any registration,
qualification, or compliance pursuant to this Section 2.1, and Counsel for
Selling Holders' Fees, shall be borne by the Company.  All selling
expenses relating to the Registrable Shares (including any underwriting
discounts and commissions and the fees of disbursements of counsel for any or
all the Holders, if any, other than Counsel for Selling Holders' Fees) shall be
borne by the Holders whose Registrable Shares are included in the
registration.

     

    2.2    Procedures.  Subject
to Section 2.1(c), whenever a Holder has requested that any Registrable Shares
be registered pursuant to this Agreement, the Company shall:

     

    (a)    prepare
and file with the Commission a registration statement including such Registrable
Shares (which registration statement shall contain information with respect to
the Holders, the Holders' beneficial ownership of securities of the Company and
the Holders' intended method of disposition of the Registrable Shares that
conforms to the information provided by the Holders to the Company) and use
commercially reasonable efforts to cause such registration statement to become
effective as soon as possible thereafter and to remain effective as otherwise
provided in this Agreement; provided that before filing a registration statement
or prospectus or any amendments or supplements thereto, the Company will furnish
to the Counsel for Selling Holders copies of all such documents proposed to be
filed, which documents will be subject to the review of such
counsel;

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    (b)    prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective under the Securities Act
until all Registrable Shares covered by such registration statement have been
sold or may be sold without volume limitation pursuant to Rule 144, and to
comply with the provisions of the Securities Act with respect to the sale or
other disposition of all Registrable Shares covered by such registration
statement in accordance with the intended methods of disposition by the sellers
thereof set forth in such registration statement;

     

    (c)    furnish
to each Holder who holds Registrable Shares covered by such registration
statement of prospectus, without charge, at least one conformed copy of the
registration statement and any amendment thereto, including financial statements
but excluding schedules, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits, which obligation shall be deemed
satisfied if such material is available through IDEA or on or through the
Company's website;

     

    (d)    deliver
to each Holder who holds Registrable Shares covered by a registration statement
or prospectus (each, a "Selling
Holder"), in connection with any sale of Registrable Shares pursuant to a
shelf registration statement, without charge, as many copies of the prospectus
or prospectuses relating to such Registrable Shares (including each preliminary
prospectus) and any amendment or supplement thereto as such Holder may
reasonably request, which obligation shall be deemed satisfied if such material
is available through IDEA or on or through the Company's website;

     

    (e)    use
commercially reasonable efforts to register or qualify the Registrable Shares
covered by such registration statement under such other securities or "blue sky"
laws of such jurisdictions as any Selling Holder shall reasonably request, and
do any and all other acts and things which the Company determines may be
reasonably necessary to enable such Selling Holder to consummate the disposition
of the Registrable Shares in such jurisdictions, except that in no event shall
the Company be required to qualify to do business as a foreign corporation in
any jurisdiction where it would not, but for the requirements of this Section
2.2(e), be required to be so qualified, or to consent to general service of
process in any such jurisdiction;

     

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

     

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

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    2.3    Control of
Registration.  Except as otherwise provided in this Agreement,
the Company shall have sole control in connection with the preparation, filing,
withdrawal, amendment or supplementing of any registration statement, the
selection of underwriters, and the distribution of any preliminary prospectus
included in a registration statement, and may include within the coverage
thereof additional shares of Common Stock or other securities for its own
account or for the account of one or more of its other security
holders.

     

    2.4    Holder
Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this ARTICLE II with
respect to the Registrable Shares of any Holder that such Holder shall furnish
to the Company such information regarding itself, the Registrable Shares held by
it, and the intended method of disposition of such securities the Company may
from time to time reasonably request to effect the registration of such Holder's
Registrable Shares, provided that such information shall be used only in
connection with such registration.

     

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

     

    2.6    Indemnification.

     

    (a)    In the
event of any registration of any securities of the Company under the Securities
Act pursuant to this ARTICLE II, the Company shall indemnify and hold harmless,
to the fullest extent permitted by law, each Holder, its directors, officers,
fiduciaries, employees and stockholders, members or general and limited partners
(and the directors, officers, employees and stockholders, members or general and
limited partners thereof) against any and all losses, claims, damages or
liabilities, joint or several, actions or proceedings (whether commenced or
threatened) in respect thereof (collectively, "Claims") and expenses
(including reasonable fees of counsel and any amounts paid in any settlement
effected with the Company's prior written consent) to which each such
indemnified party may become subject under the Securities Act, the Exchange Act
or other federal or state law
or otherwise, insofar as such Claims or expenses arise out of or are
based upon any of the following statements, omissions or violations
(collectively, a "Violation"): (i) any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, under which the
Registrable Shares were registered under the Securities Act, (ii) the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (iii) any
violation by the Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any state securities law; provided, however, that the
indemnity agreement contained in this Section 2.6(a) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company (which consent shall not be unreasonably withheld
or delayed), nor shall the Company be liable to any indemnified party in any
such case to the extent such Claim or expense arises out of or is based upon (A)
a Violation which occurs in reliance upon and in conformity with written
information furnished to the Company or its representatives by such indemnified
party specifically for use therein, or (B) any action or omission by any
indemnified party in violation of this Agreement or applicable law.

     

    (b)    Each
Holder of Registrable Shares that are included a registration statement filed
with the Commission shall, severally and not jointly, indemnify and hold
harmless, to the fullest extent permitted by law, the Company, each of its
officers, directors and employees, each Person who controls the Company within
the meaning of the Securities Act, any underwriter, any other prospective seller
and each of their respective directors, officers, employees, general and limited
partners and controlling Persons against any and all Claims and expenses
(including reasonable fees of counsel and any amounts paid in any settlement
effected with such Holder's prior written consent) to which each such
indemnified party may become subject under the Securities Act, the Exchange Act
or other federal or state law or otherwise, insofar as such Claims or expenses
arise out of or are based upon any Violation, if such Violation was made in
reliance upon and in conformity with written information furnished to the
Company or its representatives by such Holder specifically for use therein;
provided, however, that (i) the aggregate amount which any such Holder shall be
required to pay pursuant to this Section 2.6(b) and Section 2.6(d) shall in no
case be greater than the amount of the gross proceeds received by such Holder
upon the sale of the Registrable Shares pursuant to the registration statement
giving rise to such claim, and (ii) the indemnity agreement contained in this
Section 2.6(b) shall not apply to amounts paid in settlement of any such Claim
if such settlement is effected without the prior written consent of such Holder
(which consent shall not be unreasonably withheld or delayed).

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (c)    Any
Person entitled to indemnification under this Agreement shall notify promptly
the indemnifying party in writing of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 2.6, but the failure of any indemnified party to
provide such notice shall not relieve the indemnifying party of its obligations
under the preceding paragraphs of this Section 2.6, except to the extent the
indemnifying party is materially prejudiced thereby and shall not relieve the
indemnifying party from any liability that it may have to any indemnified party
otherwise than under this Section 2.6.  In case any action or
proceeding is brought against an indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and to assume the defense thereof jointly with
any other indemnifying party similarly notified, to the extent that it chooses,
with counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party that it so chooses, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that (i) if the indemnifying party fails to take reasonable steps
necessary to defend diligently the action or proceeding within 20 days after
receiving notice from such indemnified party that the indemnified party believes
it has failed to do so; or (ii) if such indemnified party who is a defendant in
any action or proceeding which is also brought against the indemnifying party
reasonably shall have concluded that there may be one or more legal defenses
available to such indemnified party that are not available to the indemnifying
party; or (iii) if representation of both parties by the same counsel is
otherwise inappropriate under applicable standards of professional conduct,
then, in any such case, the indemnified party shall have the right to assume or
continue its own defense as set forth above (but with no more than one firm of
counsel for all indemnified parties in each jurisdiction, except to the extent
any indemnified party or parties reasonably shall have concluded that there may
be legal defenses available to such party or parties which are not available to
the other indemnified parties or to the extent representation of all indemnified
parties by the same counsel is otherwise inappropriate under applicable
standards of professional conduct) and the indemnifying party shall be liable
for any reasonable expenses therefor.  No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement,
compromise or judgment (A) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (B) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.

     

    (d)    If for
any reason the foregoing indemnity is unavailable or is insufficient to hold
harmless an indemnified party under Sections 2.6(a), (b) or (c), then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of any Claim in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and
the indemnified party, on the other hand, with respect to such offering of
securities.  The relative fault shall be determined by reference to,
among other things, whether the Violation relates to information supplied by the
indemnifying party or the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
Violation.  If, however, the allocation provided in the second
preceding sentence is not permitted by applicable law, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative faults
but also the relative benefits of the indemnifying party and the indemnified
party as well as any other relevant equitable considerations.  The
parties hereto agree that it would not be just and equitable if contributions
pursuant to this Section 2.6(d) were to be determined by pro rata allocation or
by any other method of allocation which does not take account of the equitable
considerations referred to in the preceding sentences of this Section
2.6(d).  The amount paid or payable in respect of any Claim shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
Claim.  No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.  Notwithstanding anything in this Section 2.6(d) to
the contrary, no indemnifying party (other than the Company) shall be required
pursuant to this Section 2.6(d) to contribute any amount in excess of the gross
proceeds received by such indemnifying party from the sale of Registrable Shares
in the offering to which the losses, claims, damages or liabilities of the
indemnified parties relate, less the amount of any indemnification payment made
by such indemnifying party pursuant to Section 2.6(b).

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

    

    (e)    The
indemnity and contribution provisions agreements contained in this Section 2.6
shall be in addition to any other rights to indemnification or contribution that
any indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made or
omitted by or on behalf of any indemnified party and shall survive the transfer
of the Registrable Shares by any such party.

     

    (f)    This
Section 2.6 may not be amended except by an instrument in writing signed by the
indemnified party affected thereby.

     

    2.7    Assignment of Registration
Rights.  The rights to cause the Company to register
Registrable Shares pursuant to this Agreement may be assigned (but only with all
related obligations) by a Holder only to a Permitted Transferee, provided that
in each such case: (i) no party may be assigned any of the foregoing rights
unless the Company is given written notice by the assigning party at the time of
such assignment stating the name and address of the assignee and identifying the
Registrable Shares as to which the rights in question are being assigned; (ii)
such transferee or assignee agrees in a writing satisfactory to the Company to
be bound by and subject to the terms and conditions of this Agreement;
(iii) such assignment shall be effective only if the transfer of such
Registrable Shares is made in compliance with the relevant restrictions on
transfer set forth in the Asset Purchase Agreement or Securities Purchase
Agreement, as applicable; and (iv) such assignment shall be effective only if
immediately following such assignment or transfer the further disposition of
such Registrable Shares by the transferee or assignee is restricted under the
Securities Act.

     

    2.8    Exchange Act
Reports.  Until the time that no Holder owns Shares, the
Company agrees to: (i) file with the SEC in a timely manner (or obtain extension
in respect thereof and file within the applicable grace period) all reports and
other documents required of the Company under the Exchange Act; and (ii) provide
the information the Company is required to submit and post by Rule 405 of
Regulation S-T in the manner provided in paragraph (c)(ii) of Rule
144.

     

    2.9    Termination of Registration
Rights.  The obligations of the Company to register the
Registrable Shares, and the obligations of each Holder, under this ARTICLE II
shall terminate on the tenth anniversary of the date of this
Agreement.

     

    ARTICLE
III

     

    MISCELLANEOUS

     

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

     

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

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      	 
      	
              If
      to the Company:

            	
              NTN
      Buzztime, Inc.

              5966
      La Place Court, Suite 100

              Carlsbad,
      CA 92008

              Attention:  Kendra
      Berger

              Fax:  760.930.1187

            
	 
      	 
      	 
      
	 
      	
              If
      to Holder:

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

            
	 
      	 
      	 
      


    

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

     

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

     

    3.8    Waivers and
Amendments.  Except as provided in Section 2.6(f), any
provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the Company and the holders of
51% of the Registrable Shares then outstanding.  Any amendment or
waiver effected in accordance with this Section 3.8 shall be binding upon each
then holder of any Registrable Shares, each future holder of Registrable Shares,
and the Company.  The number of "Registrable Shares then outstanding"
shall be the sum of (i) the number of shares of Common Stock outstanding which
are Registrable Shares and (ii) the number of Underlying Shares (a) that would
be outstanding assuming the issuance thereof upon the cash exercise of the
warrants related thereto and (b) which are Registrable Shares.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    [SIGNATURE
PAGES FOLLOW]

     

    


     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


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

     

    
      	 
      	
              NTN
      Buzztime, Inc.,

              a
      Delaware corporation

               

               

              By:   /s/ Kendra
      Berger                                    
      

              Name:    Kendra
      Berger                                    
      

              Title:      Chief Financial
      Officer                      
      

            


    

    


     

     

     

    
 

    [Signature
Page to Registration Rights Agreement]

    


    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    NTN
BUZZTIME, INC.

    COUNTERPART
SIGNATURE PAGE

    TO REGISTRATION RIGHTS
AGREEMENT

    
 

    
      	
              Name
      of Holder:

            	 	
              Ushas,
      LLC

            
	
              Signature
      of Authorized Signatory of Holder:

            	 	
              /s/
      Albert D. Huddleston

            
	
              Name
      of Authorized Signatory:

            	 	
              Albert
      D. Huddleston

            
	
              Title
      of Authorized Signatory:

            	 	
              Member

            


    

    


    
      	
              Name
      of Holder:

            	 	
              Martha
      Fawcett

            
	
              Signature
      of Authorized Signatory of Holder:

            	 	
              /s/
      Martha Fawcett

            
	
              Name
      of Authorized Signatory:

            	 	
               
      

            
	
              Title
      of Authorized Signatory:

            	 	 
      


    

    


    
      	
              Name
      of Holder:

            	 	
              O'Bryan
      Community Property Trust

            
	
              Signature
      of Authorized Signatory of Holder:

            	 	
              /s/
      Frank O'Bryan

            
	
              Name
      of Authorized Signatory:

            	 	
              Frank
      O'Bryan

            
	
              Title
      of Authorized Signatory:

            	 	
              Trustee

            


    

     

     

    


    [Counterpart
Signature Page to Registration Rights Agreement]

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
A

    (Holders
of Registration Rights)

     

    iSports
Inc. (holds registration rights under the terms of the asset purchase agreement
dated April 24, 2009 between iSports Inc. and the Company)