ntn_10k-ex0403.htm


    
      
        

      

    

    Exhibit
4.3

      


    NTN
BUZZTIME INC.

     

    WARRANT

     

    [_________],
2009

     

    NEITHER
THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED WITH THE SEC UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE
EXEMPTIONS FROM REGISTRATION OR QUALIFICATION AFFORDED BY THE SECURITIES ACT
AND/OR RULES PROMULGATED BY THE SEC PURSUANT THERETO. NEITHER THIS WARRANT NOR
THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES LAWS OF ANY STATE OR
TERRITORY OF THE UNITED STATES (THE "BLUE SKY LAWS"), IN RELIANCE UPON ONE OR
MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE CASE MAY BE) AFFORDED
UNDER SUCH SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR THE HOLDER'S OWN
ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR
DISTRIBUTION.

     

    This
Warrant is being issued in connection with that certain Asset Purchase Agreement
(the "Purchase
Agreement") of even date herewith by and between NTN Buzztime, Inc., a
Delaware corporation ("Company") and iSports Inc., a
California corporation ("Holder"), pursuant to which
Company is acquiring from Holder certain assets, and is assuming certain
liabilities, related to the business of Holder.

     

    THIS
CERTIFIES THAT, for value received, Holder is entitled, subject to the terms and
conditions of this Warrant, at any time following the Effective Date and before
5:30 P.M. San Diego, California time on the Expiration Date, to purchase from
Company, __________________________________ shares of Common Stock (such shares
and all other shares issued or issuable pursuant to this Warrant referred to
hereinafter as "Warrant
Shares") at a price of _________________________ per share (the
"Exercise
Price").

     

    1.   Definitions: As used in this
Warrant, the following terms shall have the following respective
meanings:

     

    "Common Stock" means the common
stock, $0.005 par value, of the Company.

     

    "Effective Date" means the date
hereof.

     

    "Expiration Date" means the
eight year anniversary of the Effective Date.

     

    "Fair Market Value" of a share
of Common Stock as of a particular date means:

     

    
      	
              (a)   

            	
              If
      the Common Stock is then listed or quoted on a Trading Market, the Fair
      Market Value shall be deemed to be the average of the closing price of the
      Common Stock on such Trading Market over the ten (10) Trading Days ending
      on the Trading Day immediately prior to the applicable date of
      valuation;

            


    

     

    
      
        
        

      

      
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              (b)   

            	
              If
      the Common Stock is not then quoted or listed on a Trading Market and if
      prices for the Common Stock are then reported in the "Pink Sheets"
      published by Pink Sheets, LLC (or a similar organization or agency
      succeeding to its functions of reporting prices), the most recent bid
      price per share of the Common Stock so reported;
  and

            


    

     

    
      	
              (c)   

            	
              If
      the Common Stock is not then quoted or listed on a Trading Market and if
      prices for the Common Stock are not then reported in the "Pink Sheets,"
      the Fair Market Value shall be the value thereof, as agreed upon by the
      Company and the Holder; provided, however, that if the Company and the
      Holder cannot agree on such value, such value shall be determined by an
      independent valuation firm experienced in valuing businesses such as the
      Company and jointly selected in good faith by the Company and the
      Holder.  Fees and expenses of the valuation firms shall be paid
      equally by the Company and the
Holder.

            


    

     

    "Person" means any individual,
sole proprietorship, partnership, joint venture, trust, unincorporated
association, corporation, limited liability company, entity, including any
governmental authority or political subdivision thereof.

     

    "SEC" means the United States
Securities and Exchange Commission.

     

    "Trading Day" means a day on
which the NYSE Amex is open for trading.

     

    "Trading Market" means the
following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the NYSE Amex, the Nasdaq Capital Market, the
Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange or the OTC Bulletin Board.

     

    "Transfer" means any sale,
assignment, transfer, conveyance, pledge, hypothecation or other disposition,
voluntarily or involuntarily, by operation of law, with or without
consideration, or otherwise (including by way of intestacy, will, gift,
bankruptcy, receivership, levy, execution, charging order or other similar sale
or seizure by legal process).

     

    "Warrant" means this Warrant
and any warrant delivered in substitution or exchange therefor as provided
herein.

     

    2.   Exercise.

     

    2.1   Payment.  Subject
to compliance with the terms and conditions of this Warrant and applicable
securities laws, this Warrant may be exercised, in whole or in part at any time
or from time to time, from and after the Effective Date and on or before the
Expiration Date by delivery of the form of Notice of Exercise attached hereto as
Exhibit 1 (the "Notice of
Exercise"), duly executed by the Holder, to the Company at its then
principal office, and as soon as practicable after such date,
surrendering:

     

    
      	
              (a)   

            	
              this
      Warrant at the principal office of the Company,
  and

            


    

     

    
      	
              (b)   

            	
              payment
      in cash, by check or by wire transfer of an amount equal to the product
      obtained by multiplying the number of shares of Warrant Shares being
      purchased upon such exercise by the then effective Exercise
      Price.

            


    

     

    
      
        
        

      

      
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    2.2   Cashless
Exercise.  In lieu of the payment methods set forth in Section
2.1(b) above, this Warrant may also be exercised, in whole or in part at any
time or from time to time, from and after the Effective Date and on or before
the Expiration Date, by means of a "cashless exercise" in which Holder shall be
entitled to receive a certificate for the number of Warrant Shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A), where:

     

    
      	 	
              (A)

            	
              =

            	
              the
      Fair Market Value of one share of Common Stock on the Trading Day
      immediately preceding the date of such election

            
	 	
              (B)

            	
              =

            	
              the
      Exercise Price of one share of Warrant Shares (as adjusted to the date of
      such calculation)

            
	 	
              (X)

            	
              =

            	
              the
      number of Warrant Shares purchasable under this Warrant or, if only a
      portion of this Warrant is being exercised, the portion of this Warrant
      being canceled (at the date of such
calculation)

            


    

    


    If the
Holder elects to exchange this Warrant as provided in this Section 2.2, the
Holder shall tender the Warrant for the amount being exchanged, along with the
Notice of Exercise, duly executed by the Holder, to the Company at its then
principal office, and the Company shall issue to the Holder the number of shares
of the Warrant Shares computed using the formula above.

     

    2.3   Stock Certificates;
Fractional Shares.  As soon as practicable on or after any date
of exercise of this Warrant pursuant to this Section 2, the Company shall issue
and deliver to Holder a certificate or certificates for the number of whole
shares of Warrant Shares issuable upon such exercise, together with cash in lieu
of any fraction of a share equal to such fraction of the current Fair Market
Value of one whole share of Warrant Shares as of the date of exercise of this
Warrant.  No fractional shares or scrip representing fractional shares
shall be issued upon an exercise of this Warrant.

     

    2.4   Partial Exercise; Effective
Date of Exercise.  In case of any partial exercise of this
Warrant, the Company shall cancel this Warrant upon surrender hereof and shall
execute and deliver a new Warrant of like tenor and date for the balance of the
shares of Warrant Shares purchasable hereunder.  This Warrant shall be
deemed to have been exercised immediately prior to the close of business on the
date of its surrender for exercise as provided above.  Holder shall be
treated for all purposes as the holder of record of the Warrant Shares to which
it is entitled upon exercise of this Warrant as of the close of business on the
date the Holder is deemed to have exercised this Warrant.

     

    2.5   Exercise Price
Adjustment.  The Exercise Price in effect at any time and the
number of Warrant Shares purchased upon the exercise of this Warrant shall be
subject to adjustment from time to time only upon the happening of the following
events:

     

    (a)   Stock Dividend, Subdivision
and Combination. In case the Company shall (i) declare a dividend or make
a distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the record date for such dividend or distribution or of
the effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such action and the denominator of
which shall be the number of shares of Common Stock outstanding after giving
effect to such action. Such adjustment shall be made successively whenever any
event listed above shall occur.

     

    
      
        
        

      

      
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    (b)   Adjustment in Number of
Securities. Upon each adjustment of the Exercise Price pursuant to the
provisions of this Section 2.5, the number of Warrant Shares issuable upon the
exercise at the adjusted Exercise Price of this Warrant shall be adjusted to the
nearest number of whole shares of Common Stock by multiplying a number equal to
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares issuable upon exercise of this Warrant immediately prior to
such adjustment and dividing the product so obtained by the adjusted Exercise
Price.

     

    (c)   Notice of Adjustment.
Whenever the Exercise Price shall be adjusted as provided in this Section 2.5,
the Company shall provide notice of such adjustment to the holder of this
Warrant together with a statement, certified by the chief financial officer of
the Company, showing in detail the facts requiring such adjustment and the
Exercise Price that shall be in effect after such
adjustment.  Notwithstanding anything to the contrary, no adjustment
in the Exercise Price shall be required unless such adjustment would require a
change in the Exercise Price of at least one cent ($0.01); provided, however,
that any adjustments which by reason of this Section 2.5(c) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment.

     

    3.   Valid Issuance;
Taxes.  All shares of Warrant Shares issued upon the exercise
of this Warrant shall be validly issued, fully paid and non-assessable; provided
that Holder shall pay all taxes and other governmental charges that may be
imposed in respect of the issue or delivery thereof.  The Company
shall not be required to pay any tax or other charge imposed in connection with
any transfer involved in the issuance of any certificate for shares of Warrant
Shares in any name other than that of the Holder, and in such case the Company
shall not be required to issue or deliver any stock certificate or security
until such tax or other charge has been paid, or it has been established to the
Company's satisfaction that no tax or other charge is due.

     

    4.   Loss or
Mutilation.  Upon receipt of evidence satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of indemnity satisfactory to it, and (in the case of
mutilation) upon surrender and cancellation of this Warrant, the Company shall
execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.

     

    5.   Reservation of Warrant
Shares.  The Company hereby covenants that at all times there
shall be reserved for issuance and delivery upon exercise of this Warrant such
number of shares of Common Stock or other shares of capital stock of the Company
as are from time to time issuable upon exercise of this Warrant and, from time
to time as necessary, will take all steps necessary to amend its certificate of
incorporation to provide sufficient reserves of shares of Common Stock issuable
upon exercise of this Warrant.  All such shares shall be duly
authorized, and when issued upon such exercise, shall be validly issued, fully
paid and non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of all
preemptive rights, except encumbrances or restrictions arising under federal or
state securities laws.  Issuance of this Warrant shall constitute full
authority to the Company's officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for shares of
Warrant Shares upon the exercise of this Warrant.

     

    6.   Restrictions On
Transfer.  The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the SEC under the
Securities Act of 1933, as amended (the "Securities Act"), covering the
disposition or sale of this Warrant or the Warrant Shares, as the case may be,
and registration or qualification under applicable state securities laws, such
Holder shall not Transfer any or all of this Warrant or Warrant Shares, as the
case may be, unless the Company has received a written opinion of counsel, in
form and substance satisfactory to the Company, that no such registration is
required and that the transfer will not otherwise violate the Securities Act,
the Securities Exchange Act of 1934, or applicable state securities
laws.

     

    
      
        
        

      

      
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    7.   Notice.  All notices
and other communications from the Company to the Holder shall be sent to the
Holder at the address for such Holder set forth on the Company's books and
records.

     

    8.   Headings; Section
Reference.  The headings in this Warrant are for purposes of
convenience in reference only, and shall not be deemed to constitute a part
hereof.  All Section references herein are references to Sections of
this Warrant unless specified otherwise.

     

    9.   Governing Law.  This
Warrant shall be governed by and construed in accordance with the laws of the
State of California without regard to the conflict of laws
provisions.  The parties agree that the California Superior Court
located in the County of San Diego, State of California shall have exclusive
jurisdiction in connection with any dispute concerning or arising out of this
Warrant, or otherwise relating to the parties relationship.  In any
action, lawsuit or proceeding brought to enforce or interpret the provisions of
this Warrant and/or arising out of or relating to any dispute between the
parties, the prevailing party with respect to each specific issue in a matter
shall be entitled to recover all of his or its costs and expenses relating to
such issue (including without limitation, reasonable attorney's fees and
disbursements) in addition to any other relief to which such party may be
entitled.

     

    10.   Severability.  If
any term, provision, covenant or restriction of this Warrant is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Warrant shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.

     

    11.   Counterparts.  For
the convenience of the parties, any number of counterparts of this Warrant may
be executed by the parties hereto and each such executed counterpart shall be,
and shall be deemed to be, an original instrument.

     

    12.   Saturdays, Sundays and
Holidays.  If the Expiration Date falls on any day that is not
a Trading Day, the Expiration Date shall automatically be extended until 5:30
P.M. the next Trading Day.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the undersigned duly authorized representative of the Company
has executed this Warrant as of the day and date first written
above.

     

     

    
      	 	
              NTN
      Buzztime, Inc.

               

              By:___________________________

               

              


               

              Agreed
      and Accepted:

               

              Holder:

               

              iSports
      Inc., a California corporation

               

               

              /s/
      Nicholas
      Glassman                              

              Nicholas
      Glassman

              Chief
      Executive Officer

            


    

     

    
      
        
        

      

      
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    EXHIBIT
1

     

    NOTICE
OF EXERCISE

     

    (To
be executed upon exercise of Warrant)

     

    TO:  NTN BUZZTIME,
INC.

    


    
      	
              1.  

            	
              The
      undersigned hereby elects to purchase ________ Warrant Shares of the
      Company pursuant to the terms of the attached Warrant, and tenders
      herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any. If said number of Warrant Shares shall
      not be all the Warrant Shares purchasable under the attached Warrant, a
      new Warrant is to be issued in the name of the undersigned for the balance
      remaining of the shares purchasable thereunder rounded up to the next
      higher whole number of shares.

            


    

    


    
      	
              2.

            	
              Payment
      shall take the form of (check applicable
box):

            


    

    


    [  
] in lawful money of the United States; or

     

    [ 
] the cancellation of such
number of Warrant Shares as is necessary, in accordance with the formula set
forth in Section 2.2, to exercise this Warrant with respect to the maximum
number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in Section 2.2.

     

    


    
      	
              Date:__________________________

            	
              iSports
      Inc., a California corporation

            
	 
      	 
      
	 
      	__________________________________
	
               

            	By:
	
               

            	
              Its: