SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”), dated as of June 27, 2018, is 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, through Roth Capital Partners,
LLC, as placement agent (the “Placement Agent”), 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.


 




    	 	 	 



    	 



    

 


“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).


 


“Purchase
Price” means $4.50 per share of Common Stock.


 


“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 American, 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 June 29, 2018, or at such other time as the Company and the Purchasers may mutually agree (the “Closing Date”),
at the offices of the Placement Agent, 888 San Clemente Drive, Newport Beach, CA 92660 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)
The manner of settlement of the Securities purchased by the Purchaser shall be determined by such Purchaser as set forth on its
signature page to this Agreement and shall be either one of the following methods described below:


 


A.
DWAC. Delivery by crediting the account of the Purchaser’s prime broker (as specified by such Purchaser on Exhibit
A annexed hereto) with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”)
system, whereby Purchaser’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant
identification number, and released by the Company’s transfer agent (the “Transfer Agent”), at the Company’s
direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE PURCHASER AND THE COMPANY, THE PURCHASER
SHALL:


 




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(I)
DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING
THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND


 


(II)
REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE PURCHASER
TO THE FOLLOWING ACCOUNT:


 


To
be separately provided to the Purchaser


 


OR


 


B.
Delivery Versus Payment. Delivery versus payment (“DVP”) through DTC (i.e., on the Closing Date, the Company
shall issue the Securities registered in the Purchaser’s name and address as set forth in Exhibit A and released by the
Transfer Agent directly to the account(s) at the Placement Agent identified by the Purchaser; upon receipt of such Securities,
the Placement Agent shall promptly electronically deliver such Securities to the Purchaser, and simultaneously therewith payment
shall be made by the Placement Agent by wire transfer to the Company). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION
OF THIS AGREEMENT BY THE PURCHASER AND THE COMPANY, THE PURCHASER SHALL:


 


(I)
NOTIFY THE PLACEMENT AGENT OF THE ACCOUNT OR ACCOUNTS AT THE PLACEMENT AGENT TO BE CREDITED WITH THE SECURITIES BEING PURCHASED
BY SUCH PURCHASER, AND


 


(II)
CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT THE PLACEMENT AGENT TO BE CREDITED WITH THE SECURITIES BEING PURCHASED BY THE PURCHASER
HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE PURCHASER.


 


IT
IS THE PURCHASER’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY
MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE PURCHASER DOES NOT DELIVER THE AGGREGATE
PURCHASE PRICE FOR THE SECURITIES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SECURITIES MAY NOT
BE DELIVERED AT CLOSING TO THE PURCHASER OR THE PURCHASER MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.


 


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


 




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(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 as set forth above.


 


(e)
The Company’s obligation to issue and sell the Securities to a Purchaser, and such Purchaser’s obligation to purchase
the Securities from the Company, shall be subject to the following conditions (the conditions set forth in this Section 2.1(e),
the “Closing Conditions”):


 


	 	(1)	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);
	 	 	 
	 	(2)	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;
	 	 	 
	 	(3)	in
    the case of the Purchasers, the delivery by the Company of the items set forth in Section 2.1(c) of this Agreement;
	 	 	 
	 	(4)	in
    the case of the Company, the delivery by the Purchasers of the items set forth in Section 2.1(d) of this Agreement;
	 	 	 
	 	(5)	the
    Company’s receipt of approval from the Trading Market for listing of the Securities;
	 	 	 
	 	(6)	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
	 	 	 
	 	(7)	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.


 


2.2
Offering. The offering and sale of the Securities is 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:


 




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(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 that constitute a significant subsidiary as of December 31, 2017 are
set forth on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (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.


 


(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.


 




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(d)
Legal Proceedings. There is no Proceeding 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) 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 Proceeding 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”).


 


(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 February 2, 2017 (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.


 




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(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.


 


(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.


 




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(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 or
except as disclosed in the Preliminary Prospectus Supplement that is a part of the Registration Statement, a copy of which has
been provided to the Purchaser (the “Preliminary Pro Supp”), (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 and except as disclosed in the Preliminary Pro Supp, 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.


 


(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.


 




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(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.


 


(p)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, 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.


 




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(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.


 


(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. 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.


 




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(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.


 


(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.


 




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(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, 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.


 


(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 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.


 




    	 	 -12-	 



    	 



    

 


(b)
(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 the 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 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.


 


(c)
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.


 


(d)
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.


 


(e)
Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided
such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired.
Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities
and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser
agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement
Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to 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.


 


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.


 




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4.3
Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately
following the date hereof, 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.


 


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.


 


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.


 




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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 redemption of any Common Stock or Common Stock Equivalents, (b) for the settlement
of any outstanding litigation or (c) 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 Securities 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.


 


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 June 29, 2018; provided, however, that no such termination will
affect the right of any party to sue for any breach by any other party (or parties).


 




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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 Placement Agent fees and 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.


 


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.


 




    	 	 -17-	 



    	 



    

 


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; provided, however, that the Placement Agent shall be the third party
beneficiary of the representations and warranties of the Purchasers in Section 3.2.


 


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 Proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such 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 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 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 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 Proceeding.


 


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.


 




    	 	 -18-	 



    	 



    

 


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.


 


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]


 




    	 	 -19-	 



    	 



    

 


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:	 
	 	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]


 




    	 



    	 



    

 


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:	 	 
	Signature
    of Authorized Signatory:	 	 
	Name
    of Authorized Signatory:	 	 
	Title
    of Authorized Signatory:	 	 
	Email
    Address of Purchaser:	 	 
	Facsimile
    Number of Purchaser:	 	 
	Address
    for Notice of Purchaser:	 	 
	 	 	 
	Subscription
    Amount: 	 	$	           
	 	 	 	 
	Number
    of Securities:	 	 
	 	 	 
	Manner
    of Settlement (choose one)	 	[__]
    DWAC in accordance with Section 2.1(b)(A)
	 	 	[__]
    Settlement Versus Payment in accordance with Section 2.1(b)(B)
	 	 	 


 




    	 



    	 



    

 


EXHIBIT
A


 


PURCHASER
QUESTIONNAIRE


 


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


 


	Name
    of Purchaser:	 


 


	A.
    The exact name in which the 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 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: