EXECUTION
VERSION


 


MEMBER
SUPPORT AGREEMENT


 


This
MEMBER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August ___, 2020, by and
among NTN Buzztime, Inc., a Delaware corporation (“Parent”), Brooklyn Immunotherapeutics LLC, a Delaware limited
liability (the “Company”), and each of the undersigned beneficial holders of Class A Units of the Company (each,
a “Holder”).


 


RECITALS


 


WHEREAS,
pursuant to an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among
Parent, BIT Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”),
and the Company, Merger Sub will, subject to the terms and conditions of the Merger Agreement, merge with and into the Company
(the “Merger”) and the Company, as the surviving entity of the Merger, will thereby become a wholly-owned subsidiary
of Parent;


 


WHEREAS,
the Limited Liability Company Operating Agreement of the Company dated December 17, 2018, as amended by the First Amendment to
Limited Liability Operating Agreement of the Company dated August __, 2020 (collectively, the “Operating Agreement”),
provides that the “Management Board” (as defined therein) shall not cause, effectuate or permit the consummation of
a merger involving the Company as a constituent party, or any other “Sale” (as defined therein) without the separate
vote and approval of the beneficial holders of a majority of the Class A Units of the Company;


 


WHEREAS,
the Holders own their interests in the Company through either Brooklyn Immunotherapeutics Investors LP, a Delaware limited partnership
(“BIILP”), which owns of record all of the Class A Units of the Company, or Brooklyn Immunotherapeutics Investors
GP LLC, a Delaware limited liability company and the general partner of BIILP;


 


WHEREAS,
concurrently with the execution and delivery of the Merger Agreement and as a condition and inducement to Parent and Merger Sub
to enter into the Merger Agreement, the Company has required that the Holders enter into this Agreement;


 


WHEREAS,
each Holder is the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of such number of Class A Units of
the Company as is indicated beneath Holder’s signature on the last page of this Agreement (the “Units”);
and


 


WHEREAS,
capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, BE IT RESOLVED, that the parties agree to as follows:


 


		1.	Agreement
                                         to Retain Units.



 


		a.	Transfer.
                                         During the period beginning on the date hereof and ending on the earlier to occur of
                                         (i) the Effective Time and (ii) the Expiration Date (as defined in Section ‎4), (1)
                                         except as contemplated by the Merger Agreement, and except as provided in Section ‎1(b),
                                         Holder agrees not to, directly or indirectly, sell, transfer, exchange or otherwise dispose
                                         of (including by merger, consolidation or otherwise by operation of law) the Units or
                                         any New Units (as defined below), and (2) Holder agrees not to, directly or indirectly,
                                         grant any proxies or powers of attorney, deposit any of the Units into a voting trust
                                         or enter into a voting agreement with respect to any of the Units, or enter into any
                                         agreement or arrangement providing for any of the actions described in this clause (2)
                                         (other than as required to comply with Section ‎2(a)).



 



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		b.	Permitted
                                         Transfers. Section ‎1(a) shall not prohibit a Permitted Transfer of Units or
                                         any New Units by Holder pursuant to Section 6.1 of the Operating Agreement, so long as
                                         the assignee or transferee agrees to be bound by the terms of this Agreement and executes
                                         and delivers to the parties hereto a written consent and joinder memorializing such agreements.
                                         During the term of this Agreement, the Company will not register or otherwise recognize
                                         the transfer (book-entry or otherwise) of any Units or New Units or any certificated
                                         or uncertificated interest representing any Units or New Units, except as permitted by,
                                         and in accordance with, Section 1(b).



 





		c.	New
                                         Units. Holder agrees that any Units acquired by Holder or with respect to which Holder
                                         acquires beneficial ownership after the date of this Agreement and prior to the earlier
                                         to occur of (i) the Effective Time and (ii) the Expiration Date (“New Units”)
                                         shall be subject to the terms and conditions of this Agreement to the same extent as
                                         if they comprised the Units.



 


		2.	Agreement
                                         to Vote Units.



 


		a.	No
                                         later than ten (10) calendar days after the Registration Statement is declared effective
                                         by the SEC, the Holder shall execute and deliver to the Company (or any designee of the
                                         Company communicated to such Holder in writing and approved by Parent, such approval
                                         not to be unreasonably withheld, conditioned or delayed) a written consent pursuant to
                                         which such Holder, with respect to all Class A Units of the Company beneficially owned
                                         by such Holder, votes in favor of and approves the Merger Agreement and the Contemplated
                                         Transactions, including the Merger. The Company shall promptly (and no later than two
                                         (2) Business Days) inform Parent of any such written consent received by the Company
                                         from a Holder. Until the earlier to occur of the Effective Time and the Expiration Date,
                                         Holder covenants and agrees not to vote, or enter into any agreement or understanding
                                         with any Person with respect to voting of, the Units or New Units in any manner which
                                         conflicts with the terms of this Agreement.



 


		b.	Holder
                                         further agrees that, until the earlier to occur of the Effective Time and the Expiration
                                         Date, Holder will not, and will not permit any entity under Holder’s control to,
                                         take any action that the Company is prohibited from taking pursuant to Section 4.5 of
                                         the Merger Agreement.



 


		3.	Representations,
                                         Warranties and Covenants of Holder. Holder hereby represents and warrants to Parent
                                         that (i) Holder is the owner of the Units, which, at the date of this Agreement and at
                                         all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration
                                         Date, will be free and clear of any Liens or other encumbrances (other than those created
                                         by this Agreement or applicable Law), (ii) as of the date hereof, Holder does not beneficially
                                         own any Class A Units of the Company other than the Units, (iii) Holder has the legal
                                         capacity, power and authority to enter into and perform all of Holder’s obligations
                                         under this Agreement and (iv) this Agreement has been duly and validly executed and delivered
                                         by Holder and constitutes a valid and binding agreement of Holder, enforceable against
                                         Holder in accordance with its terms, subject to (a) laws of general application relating
                                         to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific
                                         performance, injunctive relief and other equitable remedies.



 




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		4.	Termination.
                                         This Agreement shall terminate automatically and shall have no further force and effect
                                         as of the earlier of the Effective Time and the termination of the Merger Agreement in
                                         accordance with the terms and provisions thereof (the “Expiration Date”).



 


		5.	Fiduciary
                                         Duties. Notwithstanding anything in this Agreement to the contrary: (i) Holder makes
                                         no agreement or understanding herein in any capacity other than solely in Holder’s
                                         capacity as a beneficial owner of the Units and New Units and (ii) nothing in this Agreement
                                         shall be construed to limit or affect Holder, or any Affiliate or designee of Holder,
                                         in any other capacity (including as an officer of the Company or as a member of the Company
                                         Board of Managers in acting in his or her capacity as an officer or manager of the Company)
                                         or in exercising his or her fiduciary duties and responsibilities as an officer of the
                                         Company or as a member of the Company Board of Managers.



 


		6.	Miscellaneous



 


		a.	Amendments
                                         and Waivers. Any term of this Agreement may be amended or waived with the written
                                         consent of the parties hereto or their respective successors and assigns. Any amendment
                                         or waiver effected in accordance with this Section ‎6(a) shall be binding upon the
                                         parties and their respective successors and assigns.



 


		b.	Governing
                                         Law; Venue.This Agreement shall be governed by and construed in accordance with
                                         the laws of the State of Delaware, without giving effect to principles of conflicts of
                                         law thereof. Each of the parties hereto (i) consents to submit to the personal jurisdiction
                                         of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery
                                         of the State of Delaware declines to accept or does not have jurisdiction over a particular
                                         matter, any state or federal court within the State of Delaware) in the event any dispute
                                         arises out of this Agreement, (ii) agrees that it shall not attempt to deny or defeat
                                         such personal jurisdiction by motion or other request for leave from any such court and
                                         (iii) agrees that it shall not bring any action relating to this Agreement in any court
                                         other than the Court of Chancery of the State of Delaware (or, only if the Court of Chancery
                                         of the State of Delaware declines to accept or does not have jurisdiction over a particular
                                         matter, any state or federal court within the State of Delaware).



 


		c.	Counterparts.
                                         This Agreement may be executed in two or more counterparts, each of which shall be deemed
                                         an original and all of which together shall constitute one instrument.



 


		d.	Titles
                                         and Subtitles. The titles and subtitles used in this Agreement are used for convenience
                                         only and are not to be considered in construing or interpreting this Agreement.



 


		e.	Notices.
                                         Any notice required or permitted by this Agreement shall be in writing and shall be deemed
                                         sufficient upon receipt, when delivered personally or by courier, overnight delivery
                                         service, confirmed email or confirmed facsimile, or 72 hours after being deposited in
                                         the regular mail as certified or registered mail with postage prepaid, if such notice
                                         is addressed to the party to be notified at such party’s address, email address
                                         or facsimile number as set forth below, or as subsequently modified by written notice
                                         in accordance with this Section 6(e).



 


		f.	Severability.
                                         If one or more provisions of this Agreement are held to be unenforceable under applicable
                                         Law, the parties agree to renegotiate such provision in good faith, in order to maintain
                                         the economic position enjoyed by each party as close as possible to that under the provision
                                         rendered unenforceable. In the event that the parties cannot reach a mutually agreeable
                                         and enforceable replacement for such provision, then (i) such provision shall be excluded
                                         from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such
                                         provision were so excluded and (iii) the balance of the Agreement shall be enforceable
                                         in accordance with its terms.



 




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		g.	No
                                         Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in
                                         Parent or any of its Affiliates any direct or indirect ownership or incidence of ownership
                                         of or with respect to any Units or New Units. All rights, ownership and economic benefit
                                         of and relating to the Units and any New Units shall remain vested in and belong to Holder,
                                         and Parent shall have no authority to manage, direct, superintend, restrict, regulate,
                                         govern or administer any of the policies or operations of the Company or exercise any
                                         power or authority with respect to Holder in the voting of any Units or New Units, except
                                         as specifically provided herein and in the Merger Agreement.



 


		h.	Specific
                                         Performance. Each of the parties hereto recognizes and acknowledges that a breach
                                         of any covenants or agreements contained in this Agreement will cause Parent to sustain
                                         damages for which they would not have an adequate remedy at law for money damages, and
                                         therefore each of the parties hereto agrees that in the event of any such breach Parent
                                         shall be entitled to the remedy of specific performance of such covenants and agreements
                                         and injunctive and other equitable relief in addition to any other remedy to which they
                                         may be entitled, at law or in equity.



 


[Signatures
on Following Page


 




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EXECUTION
VERSION


 


IN
WITNESS WHEREOF, the parties have caused this Member Support Agreement to be duly executed on the date first above written.


 


	 	NTN
    BUZZTIME, INC.
	 	 	 
	 	By:	
	 	 	Allen
    Wolff
	 	 	Chief
    Executive Officer
	 	 	 
	 	Address
    for Notices:
	 	 
	 	6965
    El Camino Real
	 	Suite
    105-Box 517
	 	Carlsbad,
    CA 92009


 


	 	BROOKLYN
    IMMUNOTHERAPEUTICS LLC
	 	 	 
	 	By:	                                     
	 	 	Ronald
    Guido
	 	 	Chief
    Executive Officer
	 	 	 
	 	Address
    for Notices:
	 	 
	 	140
    58th Street
	 	Building
    A, Suite 2100
	 	Brooklyn,
    NY 11220


 


[Holder
Signature(s) on Following Page]


 




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	 	HOLDER(S) 



 


	 	By:	                                          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address
    for Notices:
	 	 
	 	 
	 	 
	 	 


 


	 	By:	 
	 	Name:	 
	 	Title:	


 


	 	Address
    for Notices:
	 	 
	 	 
	 	 
	 	 
	 	 


 


	Class
    of Units	 	Number
	 	 	 
	Class
    A	 	 


 




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