Exhibit
10.1


 


CONFIDENTIAL


 


SECOND
OMNIBUS AMENDMENT AND AGREEMENT


 


This
SECOND OMNIBUS AMENDMENT AND AGREEMENT (this “Amendment”) is entered into as of January 12, 2021 (the “Effective
Date”) by and among eGames.com Holdings LLC, a Nevada limited liability company (“Purchaser”), NTN
Buzztime, Inc., a Delaware corporation (the “Company”) and Fertilemind Management, LLC, a Delaware limited
liability company (“Fertilemind”). Capitalized terms used in this Amendment and not defined in this Amendment
have the meanings give to them in the APA (as defined below).


 


WHEREAS,
Purchaser and the Company are parties to that certain asset purchase agreement made as of September 18, 2020 (the “Asset
Purchase Agreement”), as amended by that certain omnibus amendment and agreement entered into as of November 19, 2020
among Purchaser, the Company and Fertilemind (the “First Amendment” and the Asset Purchase Agreement as amended
by the First Amendment, the “APA”).


 


WHEREAS,
in connection with entering into the Asset Purchase Agreement, the Company received the Bridge Loan from Fertilemind, on behalf
of Purchaser, and the Company issued the Bridge Note evidencing the Bridge Loan to Fertilemind.


 


WHEREAS,
on December 1, 2020, the Company received the Second Bridge Loan from Fertilemind, on behalf of Purchaser, and the Company issued
the Second Bridge Note evidencing the Second Bridge Loan to Fertilemind.


 


WHEREAS,
the Company desires to obtain an additional $200,000 loan from or on behalf of Purchaser, and Purchaser is willing to make such
additional loan, or cause Fertilemind to make such additional loan, to the Company, on the terms set forth herein and on the terms
set forth in the promissory note the Company will issue evidencing such loan.


 


WHEREAS,
Section 10.1 of the APA states the APA may not be amended or modified except by a writing executed by all of the parties thereto.


 


WHEREAS,
Section 10 of each of the Bridge Note and the Second Bridge Note states that any provision thereof may be amended, waived or modified
(either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the
Company and the holder thereof.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.
Third Bridge Loan.


 


(a)
On January 12, 2021 (the “Funding Date”), Purchaser shall loan, or shall cause Fertilemind, on behalf of Purchaser,
to loan, $200,000 to the Company (the “Third Bridge Loan”) by wire transfer of immediately available funds
to an account designated by the Company in writing delivered to Purchaser on or before the Funding Date.


 


(b)
On the Funding Date, the Company shall issue a promissory note evidencing the Third Bridge Loan, substantially in the form attached
hereto as Exhibit A (the “Third Bridge Note”), to Purchaser or Fertilemind, as the case may be.


 


2.
Amendments to the APA. Effective as of the Funding Date, and subject to the Company receiving the Third Bridge Loan as
contemplated herein, the APA is hereby amended as set forth in this Section 2.


 


(a)
The following new defined terms are added to Article I of the APA:


 


“Third
Bridge Loan” has the meaning set for the in Section 2.6.


 


“Third
Bridge Note” has the meaning set for the in Section 2.6.


 




    	 



     


    

 


CONFIDENTIAL


 


(b)
Section 2.6 of the APA is amended in its entirety to read as follows:


 


2.6
Bridge Loans. Concurrently with the execution of this Agreement, the Company is issuing to Fertilemind Management, LLC,
an affiliate of Purchaser, a promissory note (the “Bridge Note”) evidencing a $1,000,000 loan made by Fertilemind
Management, LLC, on behalf of Purchaser, to the Company (the “Bridge Loan”) on the date hereof by wire transfer
of immediately available funds to an account designated by the Company in writing delivered to Purchaser. On December 1, 2020,
the Company issued to Fertilemind Management, LLC, an affiliate of Purchaser, a promissory note (the “Second Bridge Note”)
evidencing a $500,000 loan made by Fertilemind Management, LLC, on behalf of Purchaser, to the Company (the “Second Bridge
Loan”). On January 12, 2021, the Company will issue to Fertilemind Management, LLC, a promissory note (the “Third
Bridge Note” and together with the Bridge Note and the Second Bridge Note, the “Bridge Notes”) evidencing
a $200,000 loan made by Fertilemind Management, LLC, on behalf of Purchaser, to the Company (the “Third Bridge Loan”
and together with the Bridge Loan and the Second Bridge Loan, the “Bridge Loans”) on such date by wire transfer
of immediately available funds to an account designated by the Company in writing delivered to Purchaser. At the Closing, all
amounts outstanding under the Bridge Notes, including all accrued and unpaid interest, will be applied toward the Purchase Price
at the Closing, and the Bridge Notes will be deemed paid in full, marked as cancelled and returned to the Company. The Company
acknowledges and agrees that the proceeds of the Bridge Loans shall be used solely for payment of obligations owed under the Company’s
term loan, obligations related to the transactions contemplated hereby and the Company Merger, and other general working capital
purposes.


 


3.
Amendments to the Bridge Note. Effective as of the Funding Date, each of the Bridge Note and Second Bridge Note is hereby
amended as set forth in this Section 3.


 


(a)
The “March 1, 2021” in clause (iii) of Section 1(a) of each of the Bridge Note and Second Bridge Note is replaced
with “April 30, 2021.”


 


4.
Representations and Warranties. Each party hereby represents and warrants to the other party that:


 


(a)
It has the full right, corporate power, and authority to enter into this Amendment and to perform its obligations hereunder.


 


(b)
The execution of this Amendment by the individual whose signature is set out at the end of this Amendment on behalf of such Party,
and the delivery of this Amendment by such Party, have been duly authorized by all necessary corporate action on the part of such
Party.


 


(c)
This Amendment has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other
Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance
with its terms.


 


In
addition, Fertilemind hereby represents and warrants to the Company that it is the sole holder of the Bridge Note and it has not
assigned, conveyed or otherwise transferred any right or interest, in whole or in part, it has or it may have under the Bridge
Note in its capacity as the holder thereof.


 




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CONFIDENTIAL


 


5.
Miscellaneous. To the extent of in any inconsistency between the terms of this Amendment, on the one hand, and the APA
and the Bridge Notes, on the other, the terms of this Amendment shall govern, and this Amendment shall be deemed to be, and construed
as, an amendment to the APA and the Bridge Notes. Except as specifically provided in this Amendment, no other amendments, revisions
or changes are made to the APA or the Bridge Notes. This Amendment, and the rights and obligations of the Parties under this Amendment
shall be governed, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice
or conflict of laws provision or rule. In any action or proceeding between any of the Parties arising out of or relating to this
Amendment, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue
of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the
United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction,
the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard
and determined exclusively in accordance with the preceding clause (a); (c) waives any objection to laying venue in any such action
or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction
over any party; and (e) irrevocably and unconditionally waives the right to trial by jury. This Amendment may be executed in counterparts,
each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile or in electronic format (e.g., “pdf”)
or by other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment
will be binding upon and inure to the benefit of the Parties and their respective heirs, executors, personal representatives,
successors and permitted assigns.


 


[Signature
page follows]


 




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CONFIDENTIAL


 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


 


	 	NTN
    Buzztime, Inc.
	 	 
	 	By:	/s/
    Sandra Gurrola
	 	Name:	Sandra
    Gurrola
	 	Title:	Sr.
    Vice President of Finance
	 	 
	 	eGames.com
    Holdings LLC
	 	 
	 	By:	/s/
    Aram Fuchs
	 	Name:	Aram
    Fuchs
	 	Title:	Managing
    Member
	 	 
	 	Fertilemind
    Management, LLC
	 	 
	 	By:	/s/
    Aram Fuchs
	 	Name:	Aram
    Fuchs
	 	Title:	Managing
    Member