SECOND
Amendment to

Loan and security agreement


 


This
SECOND AMENDMENT TO Loan and
security agreement (this “Amendment”), dated as of December 30, 2016, is entered into by and between
EAST WEST BANK, a California banking corporation (“Bank”), and NTN BUZZTIME, INC., a Delaware
corporation (“Borrower”), with reference to the following facts.


 


Recitals


 


A. Borrower
and Bank are parties to that certain Loan and Security Agreement dated as of April 14, 2015 (as the same may from time to time
be further amended, restated, supplemented, or otherwise modified, the “Loan Agreement”), as amended by that
certain First Amendment to Loan and Security Agreement and Waiver, dated as of March 10, 2016.


 


B. Borrower
has requested that Bank amend the Loan Agreement to extend the Revolving Line Maturity Date as more fully set forth herein.


 


C. Bank
has agreed to so amend the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and
in reliance upon the representations and warranties set forth below.


 


Agreement


 


NOW,
THEREFORE, in consideration of the foregoing
recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:


 


1. Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.


 


2. Amendments
to Loan Agreement.


 


2.1 The
definition of Revolving Line Maturity Date in Exhibit A to the Loan Agreement is hereby deleted and replaced in its entirety,
as follows:


 


“‘Revolving
Line Maturity Date’ means January 15, 2018.”


 


3. Limitation
of Amendments.


 


3.1 The
amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited precisely
as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition
of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or
in connection with any Loan Document.


 


3.2 This
Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 




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4. Representations
and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:


 


4.1 Immediately
after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents to which it is a
party are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations
and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date); provided
that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar
materiality qualifiers shall be true and correct in all respects as of the date hereof (or as of such earlier date, as applicable),
and (b) no Event of Default has occurred and is continuing;


 


4.2 Borrower
has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Documents (as
amended by this Amendment) to which it is a party;


 


4.3 The
organizational documents of Borrower delivered to Bank on the date hereof are true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force and effect;


 


4.4 The
unanimous written consent adopted by the Board of Directors of the Borrower and delivered to Bank on the Closing Date authorizing
the execution, delivery and performance of the Loan Documents has not in any way been amended, modified, revoked or rescinded,
and has been in full force and effect since its adoption up to and including the date hereof and continues to be in full force
and effect.


 


4.5 The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Documents
(as amended by this Amendment) to which it is a party, have been duly authorized;


 


4.6 The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Documents
(as amended by this Amendment) to which it is a party do not and will not contravene (a) any law or regulation binding on or affecting
Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or
other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents
of Borrower, except for any contraventions in the case of clauses (a), (b) or (c) as would not reasonably be expected to have
Material Adverse Effect;


 


4.7 The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Documents
(as amended by this Amendment) to which it is a party do not require any order, consent, approval, license, authorization or validation
of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof,
binding on Borrower, except as already has been obtained or made; and


 


4.8 This
Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 




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5. Effectiveness.
This Amendment shall be deemed effective upon the satisfaction of each of the following (in each case, in form and substance satisfactory
to Bank):


 


5.1 Bank
shall have received this Amendment, duly executed by the parties thereto; and


 


5.2 Bank
shall have received payment from the Borrower of all actual and reasonable out of pocket costs and expenses of Bank in connection
with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses
of Bank’s legal counsel.


 


6. General
Release. In consideration of Bank’s willingness to enter into this Amendment, Borrower hereby releases and forever discharges
Bank and Bank’s respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys,
representatives, and affiliates (hereinafter all of the above collectively referred to as the “Bank Group”),
from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature
whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising
at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute
or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which Borrower may have or claim to have against
any of the Bank Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby occurring
on or prior to the date hereof. Borrower further acknowledges that it is familiar with Section 1542 of the California Civil Code,
which provides:


 


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


Borrower
waives and releases any rights or benefits that it may have under Section 1542, or other similar provision, to the full extent
that it may lawfully waive such rights and benefits, and Borrower acknowledges that it understands the significance and consequences
of the waiver of the provisions of Section 1542 and that it has been advised by its attorney as to the significance and consequences
of this waiver. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete
defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted
or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction
which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional
nature of the release set forth above.


 




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7. References
to the Loan Agreement. The Loan Agreement, each of the other Loan Documents, and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Loan Agreement
as amended hereby, are hereby amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement
as amended by this Amendment.


 


8. Reaffirmation
of Obligations. The Loan Agreement and the other Loan Documents remain in full force and effect, and Borrower hereby ratifies
the Loan Documents, as amended by this Amendment, and acknowledges and reaffirms (a) that it is bound by all terms of the Loan
Documents (as amended by this Amendment) to which it is a party and (b) that it is responsible for the observance and full performance
of its respective obligations thereunder. Borrower hereby confirms that no Event of Default has occurred and is continuing.


 


9. Integration.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the
subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.


 


10. Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.


 


11. Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California applied to contracts
to be performed wholly within the State of California.


 


12. Headings.
The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.


 


13. Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.


 


14. NO
ORAL AGREEMENTS. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.


 


[Signature
pages follow.]


 




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In
Witness Whereof, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first written above.


 


	 	BANK:
	 	 	 
	 	EAST
    WEST BANK,
	 	a
    California banking corporation
	 	 	 
	 	By:	/s/
    Eric Berlin
	 	Name:	Eric
Berlin
	 	Title:
    	Vice
President


 


Second
Amendment to Loan and Security Agreement 


 




    	 	 	 



    	 		 



    

 


	 	BORROWER:
	 	 	 
	 	NTN
    BUZZTIME, INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Allen Wolff
	 	Name:
    	Allen
    Wolff
	 	Title:
    	Chief
    Financial Officer


 


Second
Amendment to Loan and Security Agreement