Exhibit
10.1


 


LEASE
TERMINATION, SURRENDER AND BUY-OUT AGREEMENT


 


THIS
LEASE TERMINATION, SURRENDER AND BUY-OUT AGREEMENT (“Agreement”) is made and entered into as of the 25th day of June,
2020, by and between NTN BUZZTIME, INC., a Delaware corporation (“Lessee”), and BURKE ASTON PARTNERS, LLC,
a California limited liability company (“Lessor”)).


 


R
E C I T A L S :


 


A.
Lessor and Lessee are parties to that certain Standard Multi-Tenant Office Lease – Gross dated July 26, 2018 (together with
addenda and exhibits thereto, the “Lease”) for the Premises consisting of approximately 16,162 rentable square feet
in the building and suite known as 1800 Aston Avenue, Suite 100, Carlsbad, California, as more particularly described in the Lease.
The capitalized terms used and not otherwise defined herein shall have the same definitions as set forth in the Lease.


 


B.
Lessee desires to terminate the Lease. Lessor has agreed to terminate the Lease in exchange for Lessee’s representations
contained herein and agreement to pay the amounts stated herein and the parties hereto have agreed to such payments and such termination
in exchange for the releases and promises contained herein.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.
Payment of Lease Buy-Out. Lessee shall pay to Lessor the total sum of Four Hundred Sixty One Thousand Dollars ($461,000.00),
which represents a Lease buy-out fee, including to reimburse Lessor for its actual costs associated with terminating the Lease
and reletting the Premises, including brokerage fees and legal fees (“Lease Buy Out”). The Lease Buy Out shall be
paid as follows: (i) Lessee hereby authorizes Lessor to apply the security deposit it holds on behalf of Lessee pursuant to the
Lease in the amount of Fifty Nine Thousand Six Hundred Thirty One and 47/100 Dollars ($59,631.47) to the Lease Buy Out, (ii) Lessee
hereby authorizes Lessor to draw down on the entire amount of the Letter of Credit in the amount of Two Hundred Thousand Dollars
($200,000.00), with the drawing to be made upon the signing of this Agreement, (iii) Lessee shall pay to Lessor upon the signing
of this Agreement, via wire transfer, cashier’s check or other readily available funds to the satisfaction of Lessor, the
amount of One Hundred Twenty One Thousand Three Hundred Sixty Eight and 53/100 Dollars ($121,368.53), (iv) Lessee shall pay to
Lessor the sum of Five Thousand Dollars ($5,000.00) should Lessor notify Lessee that Lessor had to dispose of furniture within
30 days of signing this Agreement, and (v) upon the closing of the sale by Lessee or its owners of either all or any material
part of the Lessee’s assets, or all or any material part of the equity interests in Lessee, the amount of Eighty Thousand
Dollars ($80,000.00). Lessee agrees to promptly notify Lessor upon the signing of a purchase agreement for any such sale and to
remit all unpaid amounts due Lessor under this Agreement within three (3) business days of the closing of such sale. The payments
to be made hereunder are being made in consideration for Lessor’s termination of the Lease and are intended to compensate
for any and all amounts incurred or charged to Lessor now or in the future in connection with the Lease (including, but not limited
to, any and all losses, damages and costs that will be incurred by the Lessor due to an early termination of the Lease). No additional
amounts shall be due or payable by the Lessee.


 




    	-1-



     


    

 


2.
Termination of Lease.


 


(a)
Except as otherwise specifically provided in this Agreement, Lessor and Lessee hereby agree to terminate the Lease and the Lease
shall be fully and finally surrendered and terminated as of June 30, 2020 (“Effective Date”). Following the Effective
Date, full and complete surrender by Lessee to Lessor of the Premises in accordance with this Agreement, and payment of the Lease
Buy Out, Lessee shall thereafter have no further obligations, rights or interests whatsoever in or to the Premises.


 


(b)
Lessee shall surrender the Premises to Lessor on or before the Effective Date in its currently existing “AS-IS” condition
with all current Lessee improvements and fixtures in place. Lessee acknowledges that its surrender of the Premises to Lessor in
the above required condition is consideration for Lessor’s agreement to enter into this Agreement and to terminate the Lease.
Lessee represents and covenants that the Premises will be surrendered and delivered to Lessor in the above required condition
free and clear of any and all claims, debts, liens or encumbrances.


 


(c)
Lessee will surrender the Premises as of the Effective Date.


 


(d)
Lessee hereby waives any right it has to any security deposit held by Lessor relating to the Premises.


 


(e)
Prior to the Effective Date, Lessee agrees that Lessor may actively advertise and show the Premises to prospective Lessees and
Lessee waives any and all claims relating to any inconvenience or disturbance of Lessee’s occupancy of the Premises or operation
of its business at the Premises relating to such advertising and showing of the Premises by Lessor.


 


3.
Release. Except as otherwise expressly provided herein, Lessor and Lessee, on behalf of themselves and their partners,
members, directors, officers, managers, agents, representatives, attorneys and lenders, as well as their heirs, successors and
assigns, and each of them, do hereby acknowledge full and complete satisfaction of, and do hereby fully and forever release and
discharge each other, as well as their respective partners, members, directors, officers, managers, agents, representatives, attorneys
and lenders, and their successors and assigns, and each of them, from any and all claims, liabilities, demands, charges, accounts,
obligations and causes of actions of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, arising
either before or after the Effective Date, which they now own or hold as against one another (or at any time in the future own
or hold as against one another) by reason of any and all claims which arise out of the Lease and the Premises. Notwithstanding
the foregoing, the aforesaid release shall not release Lessor and Lessee from their respective obligations under this Termination
Agreement. Lessor and Lessee further agree that the release contained in this Agreement is a general release, and is intended
by the parties to extend to all claims described in this paragraph, whether or not such claims are known or suspected by a party
to exist in their favor at the time of the execution hereof, and the parties hereby expressly waive all rights under Section 1542
of the California Civil Code. Section 1542 provides as follows:


 


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


 





	 	Initials:	 	BRB	 	SG	 
	 	 	 	Lessor	 	Lessee	 


 




    	-2-



     


    

 








4.
Representation of Parties. Each person signing this Agreement on behalf of Lessee warrants and represents to Lessor that
he or she is authorized to sign this Agreement on behalf of Lessee and that this Agreement shall be binding upon and enforceable
against Lessee.


 


5.
Miscellaneous.


 


(a)
Voluntary Agreement. The parties have read this Agreement and the mutual releases contained in it, and on advice of counsel
they have freely and voluntarily entered into this Agreement.


 


(b)
Waiver. The failure by any party to this Agreement at any time or times to require performance of any provision hereof
will in no manner affect such party’s right at a later time to enforce the same. No waiver by any party of any condition,
or of the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise,
in any one or more instances will be construed as a waiver of any such condition or a breach or waiver of any other condition
or a breach of any other term, covenant, representation or warranty of this Agreement.


 


(c)
Attorneys’ Fees. If any party to this Agreement shall bring any action, suit, counterclaim, appeal, arbitration,
or mediation for any relief against any other party, declaratory or otherwise, to enforce the terms hereof or to declare rights
hereunder, the losing party shall pay to the prevailing party a reasonable sum for attorneys’ fees and costs.


 


(d)
Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, devisees, representatives,
successors and assigns.


 


(e)
Governing Law. This Agreement will be construed in accordance with, and governed by, the laws of the State of California.
All disputes between the parties concerning this Agreement or any of its terms or conditions, which are not otherwise resolved,
will be exclusively resolved in a court of competent jurisdiction for Orange County, California.


 


(f)
Counterparts; Facsimile & Electronic Execution. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same document. To facilitate execution
of this Agreement, the parties may execute and exchange facsimile or electronic counterparts, and facsimile or electronic counterparts
shall serve as originals.


 


(g)
Complete Agreement. This Agreement constitutes the entire agreement of the Lessor and Lessee with respect to its subject
matter and supersedes all prior and contemporaneous agreements and understandings relating to the subject matter of this Agreement,
and any and all prior correspondence, conversations, or memoranda are merged into this Agreement and hereby replaced.


 


[Signatures
on following page]


 




    	-3-



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of day and year first above written.


 


	LESSOR	 
	 	 
	BURKE
    ASTON PARTNERS, LLC, a California limited liability company	 
	 	 	 
	By:	/s/ Brian R. Burke	 
	 	Brian
R. Burke, general partner of CMK Family	 
	 	Partners,
a Limited Partnership, its Manager	 


 


	LESSEE	 
	 	 
	NTN BUZZTIME, INC., a Delaware
    corporation	 
	 	 
	By:	/s/
    Sandra M. Gurrola	 
	Name:	Sandra Gurrola	 
	Title:	SVP
    of Finance	 


 




    	-4-