EXECUTION
VERSION 


 


STOCKHOLDER
SUPPORT AGREEMENT


 


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


 


WHEREAS,
Holder is the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of such number of shares of the outstanding
common stock, par value $0.005 per share, of Parent as is indicated beneath Holder’s signature on the last page of this
Agreement (the “Shares”); 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 Shares.



 


		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 Shares or any New Shares (as defined below), and (2) Holder agrees not to, directly
                                         or indirectly, grant any proxies or powers of attorney, deposit any of the Shares into
                                         a voting trust or enter into a voting agreement with respect to any of the Shares, 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)).



 


		b.	Permitted
                                         Transfers. Section ‎1(a) shall not prohibit a transfer of Shares or New Shares
                                         by Holder (i) to any family member or trust for the benefit of any family member, (ii)
                                         to any stockholder, member or partner of any Holder which is an entity, (iii) to any
                                         Affiliate of Holder, or (iv) to any person or entity if and to the extent required by
                                         any non-consensual Order, by divorce decree or by will, intestacy or other similar applicable
                                         Law, 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, Parent will not register or otherwise
                                         recognize the transfer (book-entry or otherwise) of any Shares or New Shares or any certificated
                                         or uncertificated interest representing any Shares or New Shares, except as permitted
                                         by, and in accordance with, Section 1(b).



 




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		c.	New
                                         Shares. Holder agrees that any shares of common stock of Parent that Holder purchases
                                         or with respect to which Holder otherwise acquires record or 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 Shares”) shall be subject to the
                                         terms and conditions of this Agreement to the same extent as if they comprised the Shares.



 


		2.	Agreement
                                         to Vote Shares.



 


		a.	Until
                                         the earlier to occur of the Effective Time and the Expiration Date, at every meeting
                                         of the stockholders of Parent called with respect to any of the following, and at every
                                         adjournment thereof, and on every action or approval by written consent of the stockholders
                                         of Parent with respect to any of the following, Holder shall appear at such meeting (in
                                         person or by proxy) and shall vote, or provide its consent with respect to, the Shares
                                         and New Shares (i) in favor of the Parent Stockholder Matters and (ii) against any Acquisition
                                         Proposal (the “Covered Proposal”). This Agreement is intended to bind
                                         Holder as a stockholder of Parent and only with respect to the Covered Proposal. Except
                                         as expressly set forth in clauses (i) and (ii) of this Section ‎2(a), Holder shall
                                         not be restricted from voting in favor of, against or abstaining with respect to any
                                         other matter presented to the stockholders of Parent. Until the earlier to occur of the
                                         Effective Time and the Expiration Date, Holder covenants and agrees not to enter into
                                         any agreement or understanding with any Person with respect to voting of the Shares or
                                         any New Shares on any Covered Proposal 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,
                                         (A) solicit proxies or become a “participant” in a “solicitation”
                                         (as such terms are defined in Rule 14A under the Exchange Act) in opposition to the Covered
                                         Proposal, (B) initiate a stockholders’ vote with respect to an Acquisition Proposal,
                                         (C) become a member of a “group” (as such term is used in Section 13(d) of
                                         the Exchange Act) with respect to any voting securities of Parent with respect to an
                                         Acquisition Proposal, or (D) take any action that the Parent is prohibited from taking
                                         pursuant to Section 4.4 of the Merger Agreement.



 


		3.	Representations,
                                         Warranties and Covenants of Holder. Holder hereby represents and warrants to the
                                         Company that (i) Holder is the beneficial owner of the Shares, 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 own of record or beneficially any shares of outstanding capital stock
                                         of Parent other than the Shares (excluding shares as to which Holder currently disclaims
                                         beneficial ownership in accordance with applicable Law), (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 Shares 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 Parent or as a member of the Parent Board
                                         in acting in his or her capacity as an officer or director of Parent) or in exercising
                                         his or her fiduciary duties and responsibilities as an officer of the Parent or as a
                                         member of the Parent Board.



 


		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).



 




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		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.



 


		g.	No
                                         Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in
                                         the Company or any of its Affiliates any direct or indirect ownership or incidence of
                                         ownership of or with respect to any Shares or New Shares. All rights, ownership and economic
                                         benefit of and relating to the Shares and any New Shares shall remain vested in and belong
                                         to Holder, and the Company shall have no authority to manage, direct, superintend, restrict,
                                         regulate, govern or administer any of the policies or operations of Parent or exercise
                                         any power or authority with respect to Holder in the voting of any Shares or New Shares,
                                         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 the Company 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
                                         the Company 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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IN
WITNESS WHEREOF, the parties have caused this Stockholder 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)
	 	 	 
	 	 
	 	Name:	            
	 	 	 
	 	Address
    for Notices: 
	 	 
	 	 
	 	 
	 	 
	 	 


 


	Shares
    owned of record	 	Beneficially
    owned Shares
	 	 	 	 	 	 	 
	Class
    of Shares	 	Number	 	Class
    of Shares	 	Number
	Common
    Stock	 	 	 	Common
    Stock	 	 


 




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