May
2, 2016


 


David
Miller


4206
Hartfield Court


Westlake
Village, CA 91361


 


Re:
Offer of Employment


 


Dear
David:


 


NTN
Buzztime, Inc. (“Buzztime”) is pleased to offer you the position of Sr. VP, Marketing, reporting to Ram Krishnan,
Buzztime’s Chief Executive Officer. We are all excited about having you join the company. You will be responsible for the
company’s Brand, Business and Consumer Marketing and any other duties assigned by the CEO. Your anticipated start date will
be Monday, May 16, 2016. This offer and your employment relationship will be subject to the terms and conditions of this letter
and the final approval of the Board of Directors and the Nominating and Corporate Governance/Compensation Committee.


 


Upon
starting your employment, your salary will be $8,461.53 per pay period ($220,000.00 annualized). All salaries have applicable
withholdings, are paid bi-weekly and in accordance with Buzztime’s normal payroll practices. Future adjustments in compensation,
if any, will be made by Buzztime in its sole and absolute discretion. This position is exempt, therefore you will not receive
overtime pay if you work more than (8) hours in a workday or (40) hours in a workweek.


 


You
will be eligible to participate in a personal incentive plan (“the Incentive Plan”) for the calendar year of 2016.
The specifics of this Incentive Plan will be determined in the company’s discretion and presented to you for your signature
after approval of its terms by the Nominating and Corporate Governance/Compensation Committee. The Incentive Plan will provide
that you are eligible to earn up to 30% of your base salary (pro-rated in 2016) upon your achievement of personal and corporate
goals.


 


Subject
to Buzztime’s Board of Directors’ approval, on your start date you will be granted incentive stock options (to the
fullest extent allowed under current legal limitations) to purchase 500,000 shares of Buzztime’s common stock in accordance
with the NTN Buzztime, Inc. 2010 Employee Stock Option Plan (the “Plan”) and related option documents. Notwithstanding
any terms of the Plan to the contrary, your stock options will be priced at the closing price on the date you commence employment
with the company. All vesting calculations shall be based on the date of commencement of your employment. All options will vest
over a period of four (4) years beginning on the first anniversary of your employment and expire at the end of ten (10) years
in accordance with the terms of the Plan.


 


You
will also be eligible for all benefits available to other full-time Buzztime employees, in accordance with Buzztime’s benefit
plan documents. Such benefits include participation in Buzztime’s medical, dental, vision, life and other group insurance
programs on the first of the month following your hire date and participation in Buzztime’s 401(k) plan with enrollment
occurring monthly (following the eligibility entry service requirement of 250 hours and 3 months service). Buzztime reserves the
right to change or eliminate these benefits, or the policies governing them, on a prospective basis at any time.


 


Your
employment with Buzztime will be “at-will.” This means your employment is not for any specific period of time and
can be terminated by you or by Buzztime at any time. In addition, Buzztime reserves the right to modify your title, duties or
reporting relationship. Any change to the at-will employment relationship must be by a specific, written agreement signed by you
and Buzztime’s Chief Executive Officer.


 


This
offer is contingent upon the following:


 


-
Signing Buzztime’s Ethics Policy (See enclosed);


 




    	 



    	 



    

 


 


 


-
Compliance with federal I-9 requirements (please bring suitable documentation with you on your first day of work verifying your
identity and legal authorization to work in the United States);


 


-
Satisfactory completion of a background investigation to include criminal, credit, education verification, employment verification
and reference checks;


 


-
Signing Buzztime’s Arbitration Agreement (See enclosed);


 


-
Signing Buzztime’s Confidentiality and Inventions Agreement (See enclosed);


 


 


This
letter and the enclosures, including the Ethics Policy, Arbitration Agreement and Confidentiality and Inventions Agreement makes
up the entire agreement between you and Buzztime relating to your employment and supersedes all other agreements, understandings,
and representations on this subject. This letter may not be modified or amended except by a specific, written agreement signed
by you and Buzztime’s Chief Executive Officer.


 


This
offer will expire on May 6, 2016. To indicate your acceptance of Buzztime’s offer of the terms and conditions set forth
in this letter, please sign and date this letter no later than May 6, 2016 in the space provided below and it will be routed back
to HR via EchoSign.


 


We
are excited to have you join the team and become a critical part of our executive team and our future. I look forward to having
you join us.


 


Sincerely,


 


	/s/
    Ram Krishnan	 
	Ram
    Krishnan	 
	Chief
    Executive Officer	 


 


*
* *


 


I
have read this offer letter in its entirety and agree to the terms and conditions of employment. I understand and agree that my
employment with Buzztime is at-will, which means either you or Buzztime may terminate the employment relationship at any time
with or without cause or advance notice.


 


	May
    3, 2016	 	/s/
    David B. Miller
	Date	 	David
    Miller