SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is dated as of March 27, 2017, between NTN Buzztime, Inc., a Delaware
corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


RECITALS


 


Subject
to the terms and conditions set forth in this Agreement and pursuant to the Company’s effective Registration Statement on
Form S-3 (File No. 333-215271), as filed with the Securities and Exchange Commission on December 22, 2016 (as amended and/or supplemented
from time to time, the “Registration Statement”), the Company desires to sell to each Purchaser, and each Purchaser,
severally and not jointly, desires to purchase from the Company, shares of Common Stock (as defined below) (such shares of Common
Stock, collectively the “Securities”), as more fully described in this Agreement.


 


In
consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser 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:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


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


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


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


 


“Governmental
Entity” means any foreign, federal, state, municipal or local government, governmental, regulatory or administrative
authority, agency, instrumentality or commission or any United States court, tribunal, or judicial or arbitral body of any nature;
or any United States body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory
or taxing authority or power of any nature.


 


“Knowledge
of the Company” means any particular fact, circumstance, event or other matter in question of which either the Company’s
chief executive officer or chief financial officer or both have actual knowledge.


 


“Law”
means any United States federal, state, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction,
judgment, decree or other order of any Governmental Entity.


 




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“Person”
means an individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited
liability company, entity or Governmental Entity.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Purchase
Price” means the last official closing price of the Common Stock reported to the NYSE Consolidated Tape immediately
before entering into this Agreement (as reported on https://www.nyse.com/quote/XASE:NTN).


 


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


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Short
Sales” includes, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation
SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts,
options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange
Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-U.S. broker
dealers or foreign regulated brokers.


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Securities purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.


 


“Trading
Day” means a day on which the Trading Market is open for trading.


 


“Trading
Market” means the NYSE MKT, LLC or such other markets or exchanges on which the Common Stock is primarily listed or
quoted for trading on the date in question.


 


ARTICLE
II

CLOSING AND DELIVERY OF SHARES AND FUNDS


 


2.1       Closing.


 


(a)       The
completion of the purchase and sale of the Securities (the “Closing”) shall take place at 10:00 a.m. Pacific
Time, on March 31, 2017, or at such other time as the Company and the Purchasers may mutually agree (the “Closing Date”),
at the offices of Breakwater Law Group LLP (“Company Counsel”), 1201 Camino Del Mar, Suite 202, Del Mar, CA
92014 or at such other location(s) or remotely by facsimile transmission or other electronic means as the Company and the Purchasers
may mutually agree.


 


(b)       At
the Closing, (a) the Company shall cause its transfer agent (the “Transfer Agent”) to deliver to each Purchaser,
via electronic book-entry, the number of Securities set forth on the Purchaser’s signature page to this Agreement (such
Securities, the “Purchaser Securities”) registered in the name of such Purchaser or, if so indicated on the
Investor Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by such Purchaser, and (b) each
Purchaser shall deliver its Subscription Amount to the Company.


 




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(c)       On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(1)       this
Agreement duly executed by the Company;


 


(2)       the
Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;


 


(3)       A
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via
The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) the Purchaser Securities, registered
in the name of such Purchaser or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A, in the name
of a nominee designated by such Purchaser; and


 


(4)       the
Base Prospectus and the Prospectus Supplement (each as defined below) (which may be delivered in accordance with Rule 172 under
the Securities Act).


 


(d)       On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(1)       this
Agreement duly executed by such Purchaser; and


 


(2)       such
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with
the Company.


 


(e)       The
Company’s obligation to issue and sell the Purchaser Securities to a Purchaser and such Purchaser’s obligation to
purchase the Purchaser Securities from the Company shall be subject to: (t) the accuracy in all material respects (or, to the
extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on
the Closing Date of the representations and warranties of the Company or the Purchasers, as applicable, contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date); (u) all obligations, covenants and agreements
of the Company or the Purchasers, as applicable, required to be performed at or prior to the Closing Date shall have been performed;
(v) in the case of the Purchasers, the delivery by the Company of the items set forth in Section 2.1(c) of this Agreement; (w)
in the case of the Company, the delivery by the Purchasers of the items set forth in Section 2.1(d) of this Agreement; (x) the
Company’s receipt of approval from the Trading Market for listing of the Securities; (y) no objection shall have been raised
by the Trading Market with respect to the consummation of the purchase and sale of the Securities contemplated by this Agreement
in the absence of approval by the Company’s stockholders of such transaction; and (z) no stop order suspending the effectiveness
of the Registration Statement or any part thereof, or preventing or suspending the use of the Prospectus (as defined below) or
any part thereof, shall have been issued and no Proceeding for that purpose or pursuant to Section 8A under the Securities Act
shall have been initiated or threatened by the SEC (the conditions set forth in this Section 2.1(e), the “Closing Conditions”).


 




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2.2       Offering.
The offering and sale of the Securities are being made pursuant to (A) the Registration Statement, including the prospectus contained
therein and the documents incorporated by reference therein (the “Base Prospectus”), and (B) a prospectus supplement
including the documents incorporated by reference therein (the “Prospectus Supplement” and together with the
Base Prospectus, the “Prospectus”) containing certain supplemental information regarding the Securities and
the terms of the offering and sale of the Securities and information that may be material to the Company and its securities that
was delivered to the Purchaser and will be filed with the SEC. The Base Prospectus and the offering terms contained herein are
collectively referred to herein as the “Disclosure Package.”


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


3.1       Representations
and Warranties of the Company. The Company hereby represents and warrants to each Purchaser as follows as of the date hereof:


 


(a)       Organization
and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite corporate power and authority to perform its obligations under this Agreement. All of
the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2016 (the “Subsidiaries”). The Company owns, directly or indirectly, all
of the capital stock or other equity interests of each Subsidiary free and clear of any liens, mortgages, encumbrances, security
interests or other claims (“Liens”) and all of the issued and outstanding shares of capital stock of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect
on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets,
business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this
Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in
any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(b)       Authorization.
The execution, delivery and performance by the Company of this Agreement and of the transactions contemplated hereby have been
duly and validly authorized by the Company, and no other corporate act or proceeding on the part of the Company, its board of
directors or its stockholders is necessary to authorize the execution, delivery or performance by the Company of this Agreement
or the consummation of any of the transactions contemplated hereby other than in connection with the Required Approvals (as defined
below). This Agreement has been duly executed and delivered by the Company and this Agreement constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by (i) general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific
performance, injunctive relief or other equitable remedies.


 




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(c)       No
Conflict. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions
contemplated hereby will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to
which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could
not have or reasonably be expected to result in a Material Adverse Effect.


 


(d)       Legal
Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of this Agreement or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result
in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the
subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach
of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the SEC involving the Company or any current or former director or officer of the Company. To the knowledge of the Company,
the SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company
or any Subsidiary under the Exchange Act or the Securities Act.


 


(e)       Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of this Agreement including the sale and issuance
of the Securities, other than: (i) the filings required pursuant to Section 4.3 of this Agreement, (ii) the filing with the SEC
of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading
thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”).


 




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(f)       Issuance
of Securities. The Securities are duly authorized and, when issued and paid for the consideration as set forth in this Agreement,
will be duly and validly issued, fully paid and nonassessable free and clear of all Liens imposed by the Company. The Company
has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.
The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which
became effective on January 9, 2014 (the “Effective Date”), including the Prospectus, and such amendments and
supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the
Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing
the use of the Prospectus has been issued by the SEC and no Proceedings for that purpose have been instituted or, to the knowledge
of the Company, are threatened by the SEC. The Company, if required by the rules and regulations of the SEC, shall file the Prospectus
with the SEC pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the
date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform
in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement
thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


(g)       Capitalization.
The capitalization of the Company as of a recent date is as set forth in the Registration Statement and the Prospectus. The Company
has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to
the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to
employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common
Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by this Agreement. Except pursuant to this Agreement, pursuant to the conversion and/or exercise of Common Stock
Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act, pursuant to the Company’s
equity incentive plans and awards granted thereunder since the most recently filed periodic report under the Exchange Act, there
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common
Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or
any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not, except
for the adjustment to the conversion rate of the Company’s Series A Preferred Stock, result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no
contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem
a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none
of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 




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(h)       SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the
Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.
As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The Company is subject to the provisions of Rule 144(i) under
the Securities Act.


 


(i)       Financial
Statements. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a
consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.


 


(j)       Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the SEC, (iii) the Company has
not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
other than regular dividends on outstanding shares of the Company’s preferred stock in accordance with its terms and (v)
the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock
option plans. The Company does not have pending before the SEC any request for confidential treatment of information. Except for
the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development
has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective
businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company
under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at
least 1 Trading Day prior to the date that this representation is made.


 


(k)       Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has
the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case of
clauses (i), (ii) and (iii), as could not have or reasonably be expected to result in a Material Adverse Effect.


 




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(l)       Regulatory
Permits. To the knowledge of the Company, the Company and the Subsidiaries possess all certificates, authorizations and permits
issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses
as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in
a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any
notice of proceedings relating to the revocation or modification of any Material Permit.


 


(m)       Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens
for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP
and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by
the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the
Subsidiaries are in compliance in all material respects.


 


(n)       Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports
and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2)
years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited
financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have
a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is
no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken
reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except
where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(o)       Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the
Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without
a significant increase in cost.


 




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(p)       Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports and except for the purchase of Securities pursuant to
this Agreement, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none
of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other
than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing
of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to
the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is
an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of
salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.


 


(q)       Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the SEC thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance
with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only
in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company
and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required
to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms. The Company’s certifying officers have evaluated
the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered
by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company
presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act)
of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal
control over financial reporting of the Company and its Subsidiaries.


 


(r)       Certain
Fees. Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will be
payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated by this Agreement. The Purchasers shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in
this Section that may be due in connection with the transactions contemplated by this Agreement.


 


(s)       Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 




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(t)       Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating
such registration. Except as disclosed in SEC Reports, the Company has not, in the 12 months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not
in compliance with the listing or maintenance requirements of such Trading Market. Except for the fact that the Company anticipates
that its stockholders’ equity at March 31, 2017 will be less than $6,000,000 and because the Company has sustained losses
from continuing operations and/or net losses in five of its most recent fiscal years, the Company is, and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The
Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing
corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing
corporation) in connection with such electronic transfer.


 


(u)       Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and
the Company fulfilling their obligations or exercising their rights under this Agreement, including without limitation as a result
of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.


 


(v)       Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any
information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed
in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the
Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is
true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press
releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company
acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(w)       No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 




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(x)       Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim.


 


(y)       Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any
provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(z)       Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting
solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated thereby.
The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated thereby and any advice given by any Purchaser or any
of their respective representatives or agents in connection with this Agreement and the transactions contemplated thereby is merely
incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby
by the Company and its representatives.


 


(aa)       
Acknowledgement Regarding Purchasers’ Trading Activity. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding (except for Sections 3.2(f)), it is understood and acknowledged by the Company that: (i) none of the Purchasers
has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short,
securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities
for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without
limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement
transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and
counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently
may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation
with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands
and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the
Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’
equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges
that such aforementioned hedging activities do not constitute a breach of this Agreement.


 




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(bb)       Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,
agent, employee or Affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(cc)       Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of
the Company or any Subsidiary, threatened.


 


3.2       Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser hereby, represents and warrants to
the Company as follows as of the date hereof:


 


(a)       Such
Purchaser, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with full right, corporate, limited liability company or partnership power and authority to enter into and
to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution
and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been
duly authorized by all necessary corporate, limited liability company, partnership or similar action on the part of such Purchaser.
This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser will constitute the valid and legally
binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be
limited by (i) general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific
performance, injunctive relief or other equitable remedies.


 


(b)       Such
Purchaser (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments
in securities presenting an investment decision like that involved in the purchase of the Purchaser Securities, including investments
in securities issued by the Company and investments in comparable companies, and (ii) in connection with its decision to purchase
the Purchaser Securities, has received (or otherwise had made available to it by the filing by the Company of an electronic version
thereof with the SEC) the Disclosure Package, which includes pricing and other information regarding the purchase and sale of
the Securities, prior to or in connection with the receipt of this Agreement and is relying only on such information and documents
in making its decision to purchase the Securities.


 


(c)       (i)
If such Purchaser is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction
in which it purchases, offers, sells or delivers Purchaser Securities or has in its possession or distributes any offering material,
in all cases at its own expense and (ii) no agent of the Company has been authorized to make and no such agent has made any representation,
disclosure or use of any information in connection with the issue, placement, purchase and sale of the Purchaser Securities, except
as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated
by this Agreement.


 


(d)       Such
Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting
such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such Purchaser
is acquiring the Securities hereunder in the ordinary course of its business. If the Purchaser is an affiliate of the Company
(within the meaning of Rule 144 promulgated under the Securities Act), the Purchaser acknowledges and understands that the Purchaser
Securities may not be resold by the Purchaser unless such resale is registered under the Securities Act or such resale is effected
pursuant to a valid exemption from the registration requirements of the Securities Act.


 




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(e)       Such
Purchaser (i) understands that nothing in this Agreement, the Disclosure Package or any other materials presented to the Purchaser
in connection with the purchase and sale of the Purchaser Securities constitutes legal, tax or investment advice; and (ii) has
consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection
with its purchase of Purchaser Securities.


 


(f)       Other
than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting
on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of
the securities of the Company during the period commencing as of the time that such Purchaser first learned of the specific purchase
and sale transaction being effected pursuant to this Agreement and ending immediately prior to the execution and delivery hereof.
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the
investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement and to its
advisors who are under a legal obligation of confidentiality, such Purchaser has maintained the confidentiality of all disclosures
made to it in connection with the transactions contemplated by this Agreement (including the existence and terms of such transactions).
Such Purchaser covenants that it will not engage in any transactions in the securities of the Company or disclose any information
about the transactions contemplated by this Agreement (other than to other Persons party to this Agreement and to its advisors
who are under a legal obligation of confidentiality) prior to the time that the transactions contemplated by the Agreements are
publicly disclosed by the Company. As of the date hereof, the Purchaser does not own any shares of Common Stock that are borrowed.


 


(g)       Such
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(h)       No
Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or
upon the Company or such Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding
entered into by or on behalf of such Purchaser.


 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such
Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any other
document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated
hereby.


 




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ARTICLE
IV

OTHER AGREEMENTS OF THE PARTIES


 


4.1       Furnishing
of Information. Until the earlier of (i) the two-year anniversary of the Closing Date or (ii) the time that no Purchaser owns
any Purchased Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company
is not then subject to the reporting requirements of the Exchange Act.


 


4.2       Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner
that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be
integrated with the offer or sale of the Securities for purposes of the rules and regulations of the Trading Market such that
it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before
the closing of such subsequent transaction.


 


4.3       Securities
Laws Disclosure; Publicity. The Company shall by 9:00 a.m. (New York City time) on the Trading Day immediately following the
date hereof, (a) issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 8-K, including this Agreement and the press release as exhibits thereto, with the SEC within the time required
by the Exchange Act. From and after the filing of the Form 8-K, the Company represents to the Purchasers that it shall have publicly
disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or
any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. In addition,
effective upon the filing of the Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,
directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other
hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect
to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise
make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or
without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide
the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory
agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law
in connection with the filing of this Agreement with the SEC and (b) to the extent such disclosure is required by law or Trading
Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under
this clause (b).


 


4.4       Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that
any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the
Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under this Agreement or under any other agreement between the Company and the Purchasers.


 




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4.5       Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated hereby, which shall
be disclosed pursuant to Section 4.3, the Company covenants and agrees that neither it, nor any other Person acting on its behalf
will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such
information and agreed with the Company to keep such information confidential. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that
the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby
covenants and agrees that such purchaser shall not have any duty of confidentiality to Company, any of its Subsidiaries, or any
of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, and of its Subsidiaries or
any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public
information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant
to this Agreement constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company
shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms
that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.6       Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes
and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade
payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock
or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.


 


4.7       Indemnification
of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or (b) any action instituted against the Purchaser Parties in any capacity,
or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party,
with respect to any of the transactions contemplated by this Agreement (unless such action is based upon a breach of such Purchaser
Party’s representations, warranties or covenants under this Agreements or any agreements or understandings such Purchaser
Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any
conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall
be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser
Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel
of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in
writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in
such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of
the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and
expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement
(y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably
withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any
Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party
in this Agreement. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained
herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any
liabilities the Company may be subject to pursuant to law.


 




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4.8       Listing
of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on
the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote
all of the Shares on such Trading Market and promptly secure the listing of all of the Securities on such Trading Market. The
Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include
in such application all of the Securities, and will take such other action as is necessary to cause all of the Securities to be
listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary
to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility
of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation,
including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation
in connection with such electronic transfer.


 


4.9       Equal
Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered
to all of the parties hereto. For clarification purposes, this provision constitutes a separate right granted to each Purchaser
by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class
and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition
or voting of Securities or otherwise.


 


4.10       Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.3. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time
as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release
as described in Section 4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction.
Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly
acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in
effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are
first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted
or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from
and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press
release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the
securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section
4.3. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the
investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set
forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement.


 




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ARTICLE
V

MISCELLANEOUS


 


5.1       Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before April 7, 2017; provided, however, that no such termination will affect the right of any
party to sue for any breach by any other party (or parties).


 


5.2       Fees
and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of
this Agreement; it being understood that the Company and each Purchaser has relied for such matters on the advice of its own respective
advisers, counsel, accountants and other experts. The Company shall pay all Transfer Agent fees (including, without limitation,
any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and
duties levied in connection with the delivery of the Securities to the Purchasers.


 


5.3       Entire
Agreement. This Agreement, together with the exhibits and schedules hereto, if any, the Prospectus and the Prospectus Supplement
contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement
and such exhibits, schedules and documents.


 


5.4       Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto
at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth
on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any
Trading Day, (c) the second (2nd)Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant
to this Agreement constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company
shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K.


 




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5.5       Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers of at least 67% in interest of the aggregate Securities based on
the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived
provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser
(or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser
relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely
affected Purchaser, any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon each Purchaser
and holder of Securities and the Company.


 


5.6       Headings.
The headings of this Agreement are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions of this Agreement.


 


5.7       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns (including, without limitation, by merger, share exchange or other similar corporate reorganization or similar transaction).
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser
(other than by merger).


 


5.8       No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.7 and this Section 5.8.


 


5.9       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement),
and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of this Agreement,
then, in addition to the obligations of the Company under Section 4.7, the prevailing party in such Action or Proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such Action or Proceeding.


 




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5.10       Survival.
The representations and warranties of the Company and each Purchaser shall survive the Closing and the delivery of the Securities.


 


5.11       Counterparts.
This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. The signatures of all the parties do not need to be on
the same counterpart for it to be effective. Delivery of an executed counterpart’s signature page of this Agreement, by
facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original
graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.


 


5.12       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13       Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


 


5.14       Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance of the obligations of the other parties under this Agreement.
The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.15       Independent
Nature of Purchasers’ Obligations and Rights; Separate Counsel. The obligations of each Purchaser under this Agreement
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance or non-performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no
action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled
to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it
shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser
has been represented by its own separate legal counsel in its review and negotiation of this Agreement. The Company has elected
to provide all Purchasers with the same terms and this Agreement for the convenience of the Company and not because it was required
or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement
is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and
among the Purchasers.


 




    	-19-



    	 



    

 


5.16       Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any amendments thereto. For purposes of this Agreement, (a) the
words “include,” “includes” and “including” are deemed to be followed by the words “without
limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,”
“hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context
otherwise requires, references herein: (x) to sections, schedules and exhibits mean the sections of, and schedules and exhibits
attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document
as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute
means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated
thereunder. The schedules and exhibits referred to herein, if any, shall be construed with, and as an integral part of, this Agreement
to the same extent as if they were set forth verbatim herein. All references to “$” or “dollars” mean
the lawful currency of the United States of America. Whenever the masculine is used in this Agreement, the same shall include
the feminine and whenever the feminine is used herein, the same shall include the masculine, where appropriate. Whenever the singular
is used in this Agreement, the same shall include the plural, and whenever the plural is used herein, the same shall include the
singular, where appropriate.


 


5.17       WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


[Signature
Pages Follow]


 




    	-20-



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	NTN
    Buzztime, Inc., a Delaware corporation 
	 	 	 
	 	By:	/s/
    Allen Wolff
	 	Name:	Allen
    Wolff
	 	Title:	EVP
    & CFO


 


	 	Address
    for Notice:
	 	 
	 	NTN
    Buzztime, Inc.
	 	2231
    Rutherford Road, Suite 200
	 	Carlsbad,
    CA 92008
	 	Attention:
    Chief Executive Officer 


 


[Signature
Pages for Purchasers Follow]


 




    	-21-



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


	Name
    of Purchaser:	 	North
    Star 10 10 Fund, LP
	 	 	 
	Signature
    of Authorized Signatory:	 	/s/
    Peter Gottlieb
	 	 	 
	Name
    of Authorized Signatory:	 	Peter
    Gottlieb
	 	 	 
	Title
    of Authorized Signatory:	 	General
    Partner
	 	 	 
	Email
    Address of Purchaser:	 	 
	 	 	 
	Facsimile
    Number of Purchaser:	 	 
	 	 	 
	Address
    for Notice of Purchaser:	 	 
	 	 	 
	Subscription
    Amount: 	 	$	799,993.50
	 	 	 	 
	Shares:	 	101,910.00


 




    	-22-



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


	Name
    of Purchaser:	 	North
    Star Micro Cap Fund
	 	 	 
	Signature
    of Authorized Signatory:	 	/s/
    Peter Gottlieb
	 	 	 
	Name
    of Authorized Signatory:	 	Peter
    Gottlieb
	 	 	 
	Title
    of Authorized Signatory:	 	President,
    North Star Investment Management Corp.
	 	 	 
	Email
    Address of Purchaser:	 	 
	 	 	 
	Facsimile
    Number of Purchaser:	 	 
	 	 	 
	Address
    for Notice of Purchaser:	 	 
	 	 	 
	Subscription
    Amount: 	 	$	770,006.50
	 	 	 	 
	Shares:	 	98,090.00


 




    	-23-



    	 



    

 


EXHIBIT
A


 


INVESTOR
QUESTIONNAIRE


 


Please
complete the following and provide it to the Company under separate cover.


 


Name
of Purchaser:_____________________________________________________________________________


 


	A.      The
    exact name in which the Purchaser Securities are to be registered. You may use a nominee name if appropriate:	 
	 	 
	B.      If
    applicable, the relationship between the Purchaser and the registered holder of the Securities:	 
	 	 
	C.      If
    using a nominee, the mailing address of the registered holder of the Securities:	 
	 	 
	D.      The
    social security number or tax identification number of the registered holder of the Securities:	 
	 	 
	If
    the Purchaser is electing electronic book-entry delivery for the Purchaser Securities, also provide the following:
	 
	Name
    of DTC Participant (broker-dealer at which the account to be credited with the Securities is maintained):	 
	 	 
	DTC
    Participant Number:	 
	 	 
	Name
    of Account at DTC Participant being credited with the Securities:	 
	 	 
	Account
    Number at DTC Participant being credited with the Securities:	 
	 	 
	Person
    to contact to initiate DWAC at Closing:	 
	 	 
	Name:	 
	Tel:	 
	Email:	 


 




    	-24-