Common use of Put Option Clause in Contracts

Put Option. (1) In the event Magic Lantern decides that it does not wish to extend the term of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). In the event that the Vendor has not, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of Exercise") of its intention to exercise the Put Option. (3) Upon exercise of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditions: (a) the purchase price payable for each of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price shall be payable by certified cheque or bank draft at the time of completion of the transaction; (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion of the sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion of the sale shall take place on the next business day thereafter. (5) The Put Option shall expire on September 30, 1999.

Put Option. (1) 8.01 In the event Magic Lantern decides that it does not wish to extend following Completion the term relevant mining right permit (采矿权证书) of the Employment Target Mine shall not have been issued by Guizhou Provincial Department of Land and Resources (贵州省国土资源厅) to Guizhou Dayun on or before the date falling on the expiration of a period of 24 months after the date of this Agreement (or such other date as provided the Vendor and the Purchaser may agree in Article 10 writing), the Purchaser shall be entitled to require the Vendor by written notice (the “Option Notice”) served on the Vendor at any time within a period of 1 month thereafter to purchase all the Sale Share and the Company Indebtedness respectively (but not some only of them) at the total purchase price being such amount equivalent to the Consideration determined in accordance with Clause 3 together with interest thereon at the rate of 12% per annum from the respective dates of the Employment Agreement Vendor’s receipt of such part of the Consideration up to the date of completion of the sale and purchase pursuant to this Clause 8 (collectively the “Option Consideration”). 8.02 Completion of the sale and purchase pursuant to this Clause 8 shall take place at the offices of the Purchaser’s Solicitors at 35th Floor, Two International Finance Centre, 8 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ would otherwise have been able to agree upon t 3:00 p.m. on the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or date falling 5 Business Days after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). In the event that the Vendor has not, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Option Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by served on the Corporation and NTN CanadaVendor or at such other time and/or place as the parties may agree in writing. (2) The Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of Exercise") of its intention to exercise the Put Option. (3) 8.03 Upon exercise Completion of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under pursuant to this Article shall be completed on the following terms and conditionsClause 8: (a) the purchase price payable for each Purchaser shall deliver (or caused to be delivered) to the Vendor: (i) duly completed and executed transfer in respect of the Vendor's Shares shall be equal to 90% Sale Share by the registered holder thereof in favour of the average closing price Vendor or as it may direct; (ii) duly completed and executed contract notes recording the sale and purchase of the Common Shares during Sale Share by the twenty-trading day period ending Purchaser (who is the beneficial owner of such Sale Share) in favour of the Vendor or as it may direct; (iii) an assignment of the Company Indebtedness duly executed as at the date of completion by the Purchaser and the Company; (iv) a cashier order or a solicitors’ cheque for payment of the Purchaser’s share of the stamp duty payable on the business day which immediately precedes transfer of the day on which Sale Share (where applicable); and (v) written resignation of all the Notice of Exercise is delivered Directors and the Company secretary nominated by the Vendor to NTN Canada as reported Purchaser taking immediate effect duly executed by the NASDAQ "Small-Cap" market respective persons confirming that they have no claim or right of action against the Company for any remuneration or compensation for loss of office, termination of employment or otherwise and that they waive all their claims and rights (or, if they have any) against the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then includedCompany; (b) the purchase price Vendor shall be payable pay the Option Consideration in full to the Purchaser by certified cheque way of telegraphic transfer to such bank account or bank draft at drawn on a licensed bank in Hong Kong in favour of any person as may be designated in writing by the time Purchaser (unless the parties shall otherwise agree in writing). 8.04 Stamp duty and all other fees and expenses payable to the government of completion Hong Kong (if any) in respect of the transaction; transfer of the Sale Share contemplated by this Clause 8 (cwhere applicable) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever borne by the Vendor and the Vendor shall have good and marketable title thereto;Purchaser in equal shares. (d) the completion 8.05 Each of the sale parties hereto shall take place at 10:00 a.m. (Toronto time) on do and execute or procure to be done and executed all other necessary acts, deeds, documents and things within its power to give effect to the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion of the sale shall take place on the next business day thereaftertransactions contemplated by this Clause 8. (5) The Put Option shall expire on September 30, 1999.

Put Option. (1) In 8.1 Without in any way limiting or affecting any other provisions of this Agreement, the event Magic Lantern decides Holder acknowledges and agrees that it does not wish to extend the term Holder, for the time being, of the Employment Agreement as provided in Article 10 "E" shares shall be entitled at any time to require the Holder, together with all the other Holders of the Employment Agreement "C" shares, (who shall be obliged) to: 8.1.1 purchase an undivided share in all the "E" shares and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish any Allocated Loan pertaining to extend the term "E" shares then held by the Holder of the Employment Agreement as "E" shares; and 8.1.2 accept the cession and assignment of an undivided share of the Holder of the "E" Class Share's rights and obligations in terms of the "E" Class Use Agreement. 8.2 If the Holder of the "E" shares intends to exercise its rights in terms hereof, it may do so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able by giving 2 (TWO) months' written notice to agree upon the Holder to such effect. 8.3 The terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to resultant sale will be as the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). In the event that the Vendor has not, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of Exercise") of its intention to exercise the Put Option. (3) Upon exercise of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditionsfollows: (a) 8.3.1 the purchase price payable for each of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price shall be payable by certified cheque or bank draft at the time of completion of the transaction; (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion effective date of the sale shall take place at 10:00 a.m. be the day that the notice given in terms of clause 8.2 expires; 8.3.2 the purchase price of the members undivided share of the "E" shares and any Allocated Loan pertaining to those shares shall be R1 (Toronto time) ONE RAND); 8.3.3 the purchase price of such undivided share of the "E" shares and the Allocated Loan (if any), shall be paid on demand therefore by the seller thereof; 8.3.4 on the effective date being 60 days after as determined in terms of clause 8.3.1, the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion Holder of the sale "E" shares shall take place deliver to the Holder a certificate detailing the shares sold, transfer declarations in respect thereof duly signed by the registered Holder and currently dated, and a written cession of the Allocated Loan (if any) and a written cession and delegation of the "E" Class Use Agreement. 8.4 In the event of the Holder not signing all or any of the documents as are necessary to give effect to this put option within 14 (FOURTEEN) days of the effective date referred to in clause 8.3.1 above, the Holder hereby irrevocably appoints any Director of the Company, to the exclusion of the Holder, to do all such things and to sign all such documents as may be necessary to give effect to the aforegoing. 8.5 The provisions of this clause shall not preclude the parties concerned from reaching a new or different written Agreement on the next business day thereaftervariations referred to in this clause. (5) The Put Option shall expire on September 30, 1999.

Put Option. (1) In the event Magic Lantern decides that it does not wish to extend the term of the Employment Agreement as provided in Article 10 of the Employment Agreement 6.1 For good and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said termvaluable consideration, the Vendor receipt and sufficiency of which are hereby acknowledged, Top Tone Holdings shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor pursuant subject to the provisions of this Clause 6, have the Promissory Note, if any, which are then still beneficially owned by irrevocable and unconditional right to require CME ME to purchase its entire Ownership Interest in CME Bulgaria at the Vendor Put Price (hereinafter in this Article 1 collectively referred to as the "Vendor's SharesPut"). In . 6.2 Subject to Clause 9.3, the event that Put shall be exercisable at any time following the Vendor has not, as of such time, accelerated delivery third anniversary of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions date of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canadathis Agreement. (2) 6.3 The Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice right of Exercise") of its intention Top Tone Holdings to exercise the Put Option. (3) Upon exercise of is conditional upon the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditionsfollowing: (a) the purchase price payable for each neither Top Tone Holdings nor any of its respective Affiliates being in material breach of any of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then includedTransaction Documents; (b) the purchase price shall be payable by certified cheque or bank draft Top Tone Holdings having full unencumbered right and title to its entire Ownership Interest in CME Bulgaria at the time of completion of the transaction;Put Closing Date; and (c) no Event of Default having occurred and be continuing. 6.4 Top Tone Holdings may only exercise the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and Put by giving a written exercise notice (a "Put Notice") to CME ME. The Put Notice shall: (a) state that Top Tone Holdings is exercising the Vendor shall have good and marketable title theretoPut; (db) request CME ME nominate the CME Investment Bank for purposes of the Valuation; and (c) state the anticipated time and place on which CME ME shall be obliged, subject to the completion of the sale Valuation, to acquire the entire Ownership Interest of Top Tone Holdings in exchange of payment by CME ME of the Put Price, which (subject to such terms and conditions) shall take place at 10:00 a.m. occur on a date falling not more than twenty (Toronto time20) on the date being 60 days Business Days after the date on which such Valuation is completed (or, in each case, such later date as is necessary to obtain all required governmental and regulatory approvals and consents) (the Vendor delivered "Put Closing Date"). 6.5 Once given, a Put Notice shall be irrevocable. 6.6 If CME ME receives a Put Notice, CME ME may give written notice (a "Put Objection Notice") to Top Tone Holdings within ten (10) Business Days of the receipt of such Put Notice of Exercise any objections to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion exercise of the sale Put. If such Put Objection Notice contains valid grounds for objection, the Put shall not be exercisable. If the grounds for objection specified in the Put Objection Notice are capable of remedy, Top Tone Holdings may remedy any such grounds for objection. If, following such a remedy, Top Tone Holdings wish to exercise the Put, they shall recommence the process outlined in this Clause 6. 6.7 Within twenty (20) Business Days of receipt of a Put Notice (provided that no Put Objection Notice containing valid grounds for objection has been served), each of CME ME and Top Tone Holdings shall appoint the CME Investment Bank and Top Tone Holdings Investment Bank for the purposes of determining the Valuation. 6.8 The consummation of the Put shall take place at such time and place as may be specified in the Put Notice in accordance with the foregoing or otherwise agreed among the Parties. CME ME shall have no obligation to pay any portion of the Put Price unless all conditions to the exercise of the Put are satisfied and remain satisfied on the next business day thereafterPut Closing Date. CME ME shall pay the full amount of the Put Price to such bank account as is nominated in writing for such purpose by Top Tone Holdings. (5) 6.9 The Put Option Parties agree that if they determine that the transfer and payment arrangements described in this Clause 6 are not structured properly to optimize the tax and accounting treatment to the level intended by the Parties, they shall expire cooperate in good faith to agree on September 30, 1999and implement an alternative structure or make any appropriate changes to the existing structure and accordingly this Agreement. All such changes shall in all material respects result in maintaining the same balance of commercial and economic interests of the Parties as existed before making any such changes.

Put Option. At any time from and after the date which is sixty (160) In days prior to the event Magic Lantern decides that it does not wish to extend the term expiration of the Employment Agreement as Facility Term, VMRE shall have a put option (the “Put”), pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in Article 10 the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish Property made pursuant to extend the term a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the Employment Agreement date VMRE exercises it’s the Put, without representation or warranty except as so providedmay be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, and regardless of whether such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions encumbrances entered into during VMRE’s ownership of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the "Put Option") to require NTN Canada to purchase from the Vendor allProperty, but not less than allexcluding only any new easements, of the Common Shares acquired liens or encumbrances created or entered into by the Vendor pursuant to the provisions of the Promissory Note, if any, VMRE during VMRE’s ownership which are then still beneficially owned by the Vendor (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). In the event that the Vendor has not, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of Exercise") of its intention to exercise the Put Option. (3) Upon exercise of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditions: (a) the purchase price payable for each of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered have not been requested by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; Carvana and (b) the purchase price shall have been entered into without Carvana’s consent, which consent may not be payable by certified cheque unreasonably withheld, unless in either case (a) or bank draft (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the time of completion Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the transaction; (c) Improvements. Upon the Vendor's Shares reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion terminate as of the sale date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall take place at 10:00 a.m. (Toronto time) not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion of the sale shall take place on the next business day thereafterProperty. Article IV. (5) The Put Option shall expire on September 30, 1999.

Put Option. (1) In 7.1 Subject to the event Magic Lantern decides that it does not wish Company fulfillment of its Diligence Obligations to extend be completed by the term third anniversary of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor Closing pursuant to the provisions Collaboration Agreement, and subject to the Company issuing a letter from the Company’s Chief Executive Officer confirming that the Board of Directors of the Promissory Note, if any, which are then still beneficially owned Company has approved the issuance of the Additional Shares (as defined below) to the Purchaser and a letter from the Chairman of the Company’s Board of Directors pursuant to Section 282 of the Israeli Companies Law – 1999 confirming that all approvals required by the Vendor Company for the issuance of the Additional Shares have been obtained, the Purchaser hereby irrevocably grants the Company an option (hereinafter the “Put Option”) pursuant to which the Company may issue to the Purchaser 1,727,273 Ordinary Shares of the Company (hereinafter the “Additional Shares”) at a price of USD 6.9473 per Additional Share, that will be paid in this Article 1 collectively referred US dollars by the Purchaser (hereinafter the “Exercise Price”), for an aggregate consideration of up to as the "Vendor's Shares"). In the event US$12,000,000; provided, however, that the Vendor has not, as of such time, accelerated delivery average price per share of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions Aggregate Investment shall be $6 per share. Partial exercise of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option shall be exercised subject to the written consent of the Parties. 7.2 Exercise of the Put Option may be made by the Vendor giving to NTN Canada Company as of the third anniversary of the Closing and for a period of thirty (30) days thereafter by notice in writing of the Company to the Purchaser (in this Article 1 referred to as hereinafter the "Notice of Exercise") of its intention to exercise the Put Option“Exercise Notice”). (3) Upon exercise 7.3 Immediately after delivery of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN CanadaExercise Notice, the Vendor's Company will proceed to publish an immediate report (‘current report’) pursuant to the Private Offering Regulations and obtain the approval of the TASE to list the Additional Shares in accordance with the provisions of Section 1(4) hereoffor trading. 7.4 The parties will, within four (4) The sale and purchase US business days of the Vendor's Shares under this Article shall be completed on date of receiving the TASE approval mentioned in clause 7.3 above, convene by teleconference, facsimile and electronic mail communication, and take the following terms and conditionsaction: (a) 7.4.1 The Purchaser will furnish to the purchase price payable for each Company details of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange account in which the Common Additional Shares will be deposited if such details are then included;changed compared to those of the account conveyed according to clause 6.1 above. (b) 7.4.2 The Purchaser will wire transfer the purchase price Exercise Price to the Company’s bank account as detailed in Section 6.2 above or to such other bank account as shall be payable by certified cheque or bank draft at detailed in the time Exercise Notice. 7.4.3 The Company shall deliver to the Purchaser the copy of completion a share certificate registered in the name of the transaction;Company’s nominees company at such time representing the Additional Shares. (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion 7.4.4 Upon receipt of the sale shall take place at 10:00 a.m. (Toronto time) on Exercise Price, the date being 60 days after Company undertakes to deliver to its nominees company the date on which share certificate and other documentation necessary to enable the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion trade of the sale shall take place on the next business day thereafterAdditional Shares. (5) The Put Option shall expire on September 30, 1999.

Put Option. (1) In 12.1 For good and valuable consideration, the event Magic Lantern decides that it does not wish to extend the term receipt and sufficiency of which are hereby acknowledged, each of the Employment Agreement as provided in Article 10 of the Employment Agreement Top Tone Parties and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor Top Tone Holdings (each a "Put Party") shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor pursuant subject to the provisions of this Clause 12, have the Promissory Note, if any, which are then still beneficially owned by irrevocable and unconditional right to require CME ME to purchase all or any part of its Ownership Interests in Top Tone Media and Zopal respectively at the Vendor Put Price (hereinafter in this Article 1 collectively referred to as the "Vendor's SharesPut"). In . 12.2 Subject to Clause 15.3, the event that Put shall be exercisable at any time following the Vendor has notfifth anniversary of the date of this Agreement or at any time following the giving of a Call Notice otherwise than in respect of all of the Ownership Interests in Top Tone Media or in Zopal above an Ownership Interest of 6%, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canadaapplicable. (2) 12.3 The right of a Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of Exercise") of its intention Party to exercise the Put Option. (3) Upon exercise of is conditional upon the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditionsfollowing: (a) neither Top Tone Holdings nor any of its Affiliates or, as the purchase price payable for each case may be, neither the Top Tone Parties nor any of their respective Affiliates being in material breach of any of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then includedTransaction Documents; (b) the purchase price shall be payable by certified cheque Put Party having full unencumbered right and title to its entire Ownership Interest in Top Tone Media or bank draft at the time of completion of the transaction;in Zopal, as applicable; and (c) the Vendor's Shares shall be free and clear no Event of any liens, mortgages, charges and encumbrances whatsoever and the Vendor Default shall have good occurred and marketable title theretobe continuing. 12.4 A Put Party may only exercise the Put by giving a written exercise notice (a "Put Notice") to CME ME. The Put Notice shall: (a) state that the Put Party is exercising the Put; (db) request CME ME nominate an Investment Bank for purposes of the Valuation; and (c) state the anticipated time and place on which CME ME shall be obliged, subject to the completion of the sale Valuation, to acquire the entire Ownership Interests of the Put Party in exchange of payment by CME ME of the Put Price, which (subject to such terms and conditions) shall take place at 10:00 a.m. occur on a date falling not more than twenty (Toronto time20) on the date being 60 days Business Days after the date on which such Valuation is completed (or, in each case, such later date as is necessary to obtain all required governmental and regulatory approvals and consents) (the Vendor delivered "Put Closing Date"). 12.5 Once given, a Put Notice shall be irrevocable. 12.6 If CME ME receives a Put Notice, CME ME may give written notice (an "Objection Notice") to the Put Party within ten (10) Business Days of the receipt of such Put Notice of Exercise any objections to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion exercise of the sale Put. If such Objection Notice contains valid grounds for objection, the Put shall not be exercisable. If the grounds for objection specified in the Objection Notice are capable of remedy, the Put Party may remedy any such grounds for objection. If, following such a remedy, the Put Party wishes to exercise the Put, it shall recommence the process outlined in this Clause 12. 12.7 Within twenty (20) Business Days of receipt of a Put Notice (provided that no Objection Notice containing valid grounds for objection has been served), each of CME ME and Top Tone Holdings shall appoint an Investment Bank (in each case as an expert and not an arbitrator) for the purposes of determining the Valuation. 12.8 CME ME and the Put Party shall instruct their respective Investment Banks to agree on common valuation parameters within fifteen (15) Business Days of appointment (which shall be limited to considerations of economic value only, on a "debt-free, cash-free" basis viewed as a passive investment without regard for any board or management positions or any share transfer restrictions). 12.9 CME ME and the Put Party shall use their commercially reasonable efforts to cause their respective Investment Banks to provide their valuations of the Ownership Interests within thirty (30) Business Days of agreeing the common valuation parameters. 12.10 In the event that a third Investment Bank is jointly appointed, CME ME and the Put Party shall use their commercially reasonable efforts to cause such Investment Bank to provide its valuation of the Ownership Interests within twenty (20) Business Days of its appointment based on the same valuation principles as referred to in Clause 12.8. 12.11 The consummation of the Put shall take place at such time and place as may be specified in the Put Notice in accordance with the foregoing or otherwise agreed among the Parties. CME ME shall have no obligation to pay any portion of the Put Price unless all conditions to the exercise of the Put are satisfied and remain satisfied on the next business day thereafterPut Closing Date. CME ME shall pay the full amount of the Put Price to such bank account as is nominated in writing for such purpose by the Put Party. (5) 12.12 The Put Option Parties agree that if they determine that the transfer and payment arrangements described herein are not structured properly to optimize the tax and accounting treatment to the level intended by the Parties, they shall expire cooperate in good faith to agree on September 30, 1999and implement an alternative structure or make any appropriate changes to the existing structure. All such changes shall in all material respects result in maintaining the same balance of commercial and economic interests of the Parties as existed before making any such changes.

Put Option. Provided that the Company Offeror has not previously consummated an initial public offering, during any OCM Option Period, OCM Holders holding Units which (1collectively) In the event Magic Lantern decides that it does not wish to extend the term constitute an Aggregate Unit Percentage of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, at least one percent shall have the right (hereinafter in this Article 1 referred to as cause the "Put Option") to require NTN Canada Company to purchase from the Vendor all, all (but not less than all, ) of the Common Shares acquired Units held by the Vendor pursuant such OCM Holders; provided, however, that, notwithstanding anything to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter contrary in this Article 1 collectively referred XI, the rights contained in this Section 11.1 may only be exercised in three Fiscal Years (regardless of the number of OCM Holders that participate in any such Fiscal Year); provided further, that OCM Holders may not exercise the rights contained in this Section 11.1 more than once in any Fiscal Year (regardless of the number of OCM Holders that participate in such Fiscal Year). To exercise such right, an OCM Holder must notify the Company in writing during an OCM Option Period that it wishes to as sell all (but not less than all) of its Units to the "Vendor's Shares")Company; and, upon receipt of such a notice, the Company shall notify the other OCM Holders that an OCM Holder has exercised its rights under this Section 11.1. In the event that an OCM Holder delivers to the Vendor has notCompany the notice specified in the immediately preceding sentence within the OCM Option Period, as of such time, accelerated delivery the Company shall (i) engage the Independent Appraiser to prepare a written report setting forth the Fair Market Value of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to Company and its subsidiaries (taken as a whole) and (ii) no earlier than 10 and no later than 60 days following the provisions preparation of the Promissory Notewritten report specified in the immediately preceding subclause, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) effect such purchase. The Put Option Independent Appraiser shall be exercised by instructed to deliver its report as to Fair Market Value within 20 Business Days of its engagement. The purchase price for each participating OCM Holder's Units shall be the Vendor giving to NTN Canada notice in writing amount such OCM Holder would receive under Section 13.2(c)(ii) and 6.4 hereof if the Company were liquidated for its Fair Market Value (in this Article 1 referred to as assuming the vesting of all then unvested outstanding Units, if any) (the "Notice of ExerciseOCM Purchase Price") of its intention to exercise the Put Option. (3) Upon exercise of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditions: (a) the purchase price payable for each of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price shall be payable by certified cheque or bank draft ). If at the time of completion of the transaction; (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion scheduled closing of the sale of the Units to the Company pursuant to this Section 11.1, an OCM Holder fails to consummate the sale, then the right granted to such OCM Holder pursuant to this Section 11.1 shall take place at 10:00 a.m. (Toronto time) on expire and become null and void. Notwithstanding the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holidayforegoing, in which event lieu of OCM's right to put its Units, OCM may instead require the completion Company to purchase all of the sale shall take place on outstanding OCM Shares from its holders for the next business day thereafterOCM Purchase Price. (5) The Put Option shall expire on September 30, 1999.

Put Option. (1) In 7.1 Subject to the event Magic Lantern decides that it does not wish Company fulfillment of its Diligence Obligations to extend be completed by the term third anniversary of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor Closing pursuant to the provisions Collaboration Agreement, and subject to the Company issuing a letter from the Company’s Chief Executive Officer confirming that the Board of Directors of the Promissory Note, if any, which are then still beneficially owned Company has approved the issuance of the Additional Shares (as defined below) to the Purchaser and a letter from the Chairman of the Company’s Board of Directors pursuant to Section 282 of the Israeli Companies Law – 1999 confirming that all approvals required by the Vendor Company for the issuance of the Additional Shares have been obtained, the Purchaser hereby irrevocably grants the Company an option (hereinafter the “Put Option”) pursuant to which the Company may issue to the Purchaser 1,727,273 Ordinary Shares of the Company (hereinafter the “Additional Shares”) at a price of USD 6.9473 per Additional Share, that will be paid in this Article 1 collectively referred US dollars by the Purchaser (hereinafter the “Exercise Price”), for an aggregate consideration of up to as the "Vendor's Shares"). In the event US$12,000,000; provided, however, that the Vendor has not, as of such time, accelerated delivery average price per share of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions Aggregate Investment shall be $6 per share. Partial exercise of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option shall be exercised subject to the written consent of the Parties. 7.2 Exercise of the Put Option may be made by the Vendor giving to NTN Canada Company as of the third anniversary of the Closing and for a period of thirty (30) days thereafter by notice in writing of the Company to the Purchaser (in this Article 1 referred to as hereinafter the "Notice of Exercise") of its intention to exercise the Put Option“Exercise Notice”). (3) Upon exercise 7.3 Immediately after delivery of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN CanadaExercise Notice, the Vendor's Company will proceed to publish an immediate report (‘current report’) pursuant to the Private Offering Regulations and obtain the approval of the TASE to list the Additional Shares in accordance with for trading. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the provisions information subject to the confidentiality request. Omissions are designated as [***]. A complete version of Section 1(4) hereofthis exhibit has been provided separately to the Securities and Exchange Commission. 7.4 The parties will, within four (4) The sale and purchase US business days of the Vendor's Shares under this Article shall be completed on date of receiving the TASE approval mentioned in clause 7.3 above, convene by teleconference, facsimile and electronic mail communication, and take the following terms and conditionsaction: (a) 7.4.1 The Purchaser will furnish to the purchase price payable for each Company details of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange account in which the Common Additional Shares will be deposited if such details are then included;changed compared to those of the account conveyed according to clause 6.1 above. (b) 7.4.2 The Purchaser will wire transfer the purchase price Exercise Price to the Company’s bank account as detailed in Section 6.2 above or to such other bank account as shall be payable by certified cheque or bank draft at detailed in the time Exercise Notice. 7.4.3 The Company shall deliver to the Purchaser the copy of completion a share certificate registered in the name of the transaction;Company’s nominees company at such time representing the Additional Shares. (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion 7.4.4 Upon receipt of the sale shall take place at 10:00 a.m. (Toronto time) on Exercise Price, the date being 60 days after Company undertakes to deliver to its nominees company the date on which share certificate and other documentation necessary to enable the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion trade of the sale shall take place on the next business day thereafterAdditional Shares. (5) The Put Option shall expire on September 30, 1999.

Put Option. (1a) With respect to the Shares representing the Warrant Shares (as defined herein) and only in the event the Company fails to have or fails to be qualified to have any securities of the same class as those issuable upon the exercise of this Warrant listed on any national securities exchange, (i) upon the occurrence of any Change of Control (as such term is defined in the Credit Agreement), (ii) if the Company voluntary repays all or a material portion of the Loans (as defined in the Credit Agreement) from sources other than earnings of the Company, (iii) if an Event of Default (as defined in the Credit Agreement) occurs, (iv) upon the merger or consolidation of the Company where the Company is not the surviving corporation, or (v) upon the sale of all or substantially all of the Company's assets, then, in any such event, any Holder, is entitled to require the Company to repurchase all or a portion of its the Warrant Shares at a price equal to the Current Market Value of the Warrant Shares (the "Put Price"). (b) In any event, at any time after the first anniversary date hereof the Holder may require the Company to up to purchase 100% of its Warrant Shares at the Put Price in the event Magic Lantern decides that it does not wish the Company fails to extend the term have or fails to be qualified to have any securities of the Employment Agreement same class as those issuable upon the exercise of this Warrant listed on any national securities exchange. (c) In order to exercise this put option the Holder must give the Company prior written notice. Such written notice of its intent to exercise its put option must be given not less than thirty days prior to the intended date in the case of subsection (b). If any event described in clause (a) above occurs, the Company shall use its best efforts to give Holder 30 days prior written notice thereof (and in any event shall give Holder such notice) and Holder shall use its best efforts to notify the Company within 20 days thereafter if it intends to exercise the put option as a result of the occurrence of such event. Upon delivery of a put notice, the Put Price shall be determined as provided in Article 10 Section 4.2 below as of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term date of delivery of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon put notice. Within fifteen days following the terms and conditions determination of the said extension assuming both parties had decided that they wished to extend the said termPut Price, the Vendor shallCompany shall purchase and the Holder shall sell, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as Warrant Shares which are the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, subject of the Common Shares acquired by the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor put notice. (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). d) In the event that the Vendor has not, as of such time, accelerated delivery Company defaults in its obligation to purchase all or any portion of the Common Warrant Shares otherwise due on August 31upon exercise of a put option and such default continues for more than 120 days, 2000 to August 31, 1999 pursuant the Company will deliver to the provisions Holder an additional warrant with terms and conditions identical to this Warrant (except for the number of Shares into which it is exercisable and the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the related "Notice of ExerciseTarget Percentage") of its intention to exercise the Put Option. (3) Upon exercise of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's a number of Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditions: (a) the purchase price payable for each of the Vendor's Shares shall be equal to 905% of the average closing price number of Shares into which this Warrant is exercisable. For every additional 120 consecutive days during which such default continues to exist, the Company will deliver to the Holder another additional warrant in an amount equal to 5% of the Common total number of Shares during the twenty-trading day period ending on the business day into which immediately precedes the day on which the Notice of Exercise is delivered this Warrant and all other warrants then held by such Holder and issued by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares Company are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price exercisable. This grant shall be payable by certified cheque in addition to any other rights or bank draft at the time of completion remedies of the transaction; (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion of the sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday applicable Holder granted herein or statutory holiday, in which event the completion of the sale shall take place on the next business day thereafterby law. (5) The Put Option shall expire on September 30, 1999.

Put Option. 8.1.1 Within a period of 30 (1Thirty) In the event Magic Lantern decides that it does not wish to extend the term days of exercise of the Employment Agreement Warrant into Shares, which exercise was triggered in relation to an event under Article 2.2.3 (a), BCCL shall have the right, by a written notice signed by BCCL (“Put Option Notice”), to require the Parent to purchase all the Shares held by BCCL (free from all Liens) as provided indicated by BCCL in the Put Option Notice, at a price per Share calculated as under (“Option Price”): Option Price = Subscription Price as calculated under Article 10 of 2.2, with the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the applicable discount in terms and conditions of the said extension assuming both parties had decided Article 2.2 duly added back. The Parent shall complete the purchase of the Shares held by BCCL within 30 (Thirty) days from the date of the Put Option Notice. 8.1.2 In consideration for BCCL having entered into this Agreement, the Ultimate Parent hereby irrevocably and unconditionally guarantees to BCCL, that they wished in the event, the Parent fails to extend complete the purchase of the Shares held by BCCL within 30 (Thirty) days from the date of the Put Option Notice, the Ultimate Parent shall unconditionally make payment of the Option Price as indicated in the Put Option Notice, without any demur or protest and simultaneously purchase the said termShares (free from all Liens), by itself or through any person nominated by it. Such payment by the Ultimate Parent shall be made on the day after the end of the said 30 (Thirty) day period. 8.1.3 Each of the Promoter Group and the Company hereby jointly and severally agree and undertake to exercise all the rights and powers available to them, including without limitation, their voting rights and their rights as and in respect of directors, to ensure and procure that the Promoter Group and the Company adhere to and comply with and discharge their obligations under this Agreement. 8.1.4 It is hereby agreed, that in the event that BCCL does not exercise its option under Article 8.1.1 within the period stipulated therein, the Vendor shall, on or after September 1, 1999, Parent shall have the right right, exercisable, by a written notice (hereinafter in this Article 1 referred “Call Option Notice”), to as require BCCL to sell all the "Put Option"Shares held by BCCL (free from all Liens) to require NTN Canada to purchase from the Vendor allParent or any Person nominated by the Parent, but at a price per Share being not less than all, the Option Price. Upon service of the Common Shares acquired by the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). In the event that the Vendor has not, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory NoteCall Option Notice, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option Parties shall be exercised by obliged to complete the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of Exercise") of its intention to exercise the Put Option. (3) Upon exercise of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on held by BCCL within 30 (Thirty) days from the following terms and conditions: (a) the purchase price payable for each date of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price shall be payable by certified cheque or bank draft at the time of completion of the transaction; (c) the Vendor's Shares shall be free and clear of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion of the sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion of the sale shall take place on the next business day thereafterCall Option Notice. (5) The Put Option shall expire on September 30, 1999.

Put Option. (1Subject to Section 1.3.3(a) In the event Magic Lantern decides that it does not wish to extend the term of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said termabove, the Vendor shall, on or Put Option may be exercised by the Meridian Group at any time within fifteen (15) days after September 1, 1999, have the right CIT Maturity Date by delivery of a put option notice (hereinafter in this Article 1 referred to as the "a “Put Option"Option Notice”) to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). In the event that the Vendor has not, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to Orion or its designee stating the date on which the Notice transfer of Exercise is delivered title to NTN Canadathe Triton Rig Assets shall occur, which acceleration is date shall in no event be more than ten (10) days after the date of such Put Option Notice (the “Option Settlement Date”). Upon receipt of a Put Option Notice, Orion or its designee hereby consented unconditionally and agreed irrevocably agrees to accept and acquire from TMR Drilling, and TMR Drilling unconditionally and irrevocably agrees to transfer to Orion or its designee, good and complete or indefeasible title to the Triton Rig Assets free and clear of all Liens other than Permitted Liens, in each case on the Option Settlement Date, such transfer to be effected by delivery by the Corporation TMR Drilling to Orion of a ▇▇▇▇ of Sale substantially in the form of Exhibit C hereto. To the extent the Triton Rig Assets have been in the possession, use, operation, or control of Orion or any of its affiliates, lessees, licensees, or subsidiaries at all times from the date hereof through and NTN Canada. (2) The Put including the Option Settlement Date, the transfer of the Triton Rig Assets shall otherwise be “AS IS WHERE IS” with no representation or warranty as to the condition of the Triton Rig Assets, and all warranties, express or implied, as to the condition of such assets, merchantability, or fitness for their intended purpose, are hereby expressly disclaimed and excluded. To the extent the Triton Rig Assets are not in the possession, use, operation, or control of Orion or any of its affiliates, lessees, licensees, or subsidiaries as of the CIT Maturity Date, the Triton Rig Assets shall be exercised by transferred to Orion in a condition substantially similar to the Vendor giving condition of the Triton Rig Assets at the time such assets ceased to NTN Canada notice be in writing (in this Article 1 referred to as the "Notice possession, use, operation, or control of Exercise") Orion or any of its intention affiliates, lessees, licensees, or subsidiaries, reasonable wear and tear excepted (the “Asset Put Condition”). Orion and TMR Drilling shall jointly (and if the Parties are unable to exercise agree, then independently) establish and document the Put Option. condition of the Triton Rig Assets immediately prior to the time when the Triton Rig Assets are removed from Orion’s possession, using a joint inspection process, outside inspectors, or such other means as each Party may reasonably require (3) Upon and at their own respective costs for any inspectors or advisors hired by each such Party). Prior to acceptance of the Triton Rig by Orion in connection with the exercise of the Put Option, NTN Canada Orion shall be obligated entitled to purchase from order (at its sole cost) an inspection by an independent third party acceptable to the Vendor, Meridian Group and Orion to confirm that the Vendor shall be obligated to sell to NTN Canada, condition of such assets satisfies the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article Asset Put Condition. Any such inspection shall be completed on the following terms and conditions: within ten (a10) the purchase price payable for each days of the Vendor's Shares date of the Put Option Notice and shall be binding upon the parties. Upon confirmation by such inspection that the condition of the Triton Rig Assets meets the Asset Put Condition, Orion agrees that the transfer of the Triton Rig Assets shall be pursuant to a ▇▇▇▇ of Sale substantially in the form of Exhibit C hereto and “AS IS WHERE IS” with no representation or warranty as to the condition of the Triton Rig Assets, and all warranties, express or implied, as to the condition of such assets, merchantability, or fitness for their intended purpose, are hereby expressly disclaimed and excluded. If such inspection confirms that the Triton Rig Assets do not meet the Asset Put Condition, then the Meridian Group shall satisfy the unpaid Net Cumulative Balance and Other Meridian Obligations by making the Meridian Cash Payment described in Section 1.3.3(a)(i) above. The Parties agree that if at any time prior to the Option Settlement Date, the Triton Rig Assets (or any portion thereof) suffer a casualty and as a result thereof are destroyed, irreparably damaged, or uneconomical to repair, the Meridian Group shall be entitled to satisfy their delivery obligation under the Put Option by remitting to Orion (in lieu of the Triton Rig Assets) a cash payment equal to 90% the fair market value, as of the average closing price date immediately preceding such casualty, of the Common Shares during Triton Rig Assets subject to such casualty. At least ten (10) days immediately preceding the twenty-trading day period ending on Option Settlement Date, the business day which immediately precedes Meridian Group shall provide its calculation of such fair market value (the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" “Meridian Value Notice”). If Orion disagrees with such fair market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price shall be payable by certified cheque or bank draft at the time of completion value calculation of the transaction; Meridian Group, Orion shall notify the Meridian Group of such disagreement (cthe “Orion Disagreement Notice”) the Vendor's Shares shall be free and clear within ten (10) days of any liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion Orion’s receipt of the sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN CanadaMeridian Value Notice, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion of the sale shall take place on the next business day thereafter. and within five (5) days of the Orion Disagreement Notice each party shall appoint an independent appraiser that is a member of the American Society of Appraisers and is qualified in the appraisal of rigs of a type similar to the Triton Rig as evidenced by a current designation in such regard from the American Society of Appraisers. Such appraisers shall have ten (10) days to submit an appraisal of the Triton Rig to the parties, which appraisal shall be consistent with the principles of the Uniform Standards of Appraisal Practice and the parties shall negotiate in good faith for no longer than ten (10) days thereafter to resolve the disputed matter with a final calculation of such fair market value. If the parties are unable to reach a resolution based on the reports of such appraisers, then within ten days (10) of the expiration of such negotiation period, the parties shall appoint a mutually agreeable independent arbitrator and promptly submit to such arbitrator and each other each of their last, best offers with respect to such fair market value calculation. The arbitrator shall be limited to awarding only one or the other of the two offers so submitted, which award shall be made within ten (10) days after appointment of such arbitrator. Orion (for itself an on behalf of its subsidiaries and affiliates) hereby agrees that any and all unpaid Accrued Meridian Obligations as of the date of consummation of the Put Option shall expire on September 30be deemed to be satisfied and discharged in full upon the consummation of the Put Option, 1999without any other action by any Party.

Put Option. (1) In At any time during the event Magic Lantern decides that it does Option Period, the Rolling Unitholder shall have the right and not wish the obligation to extend the term sell all of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish its Units to extend the term of the Employment Agreement as so providedTSC, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon on the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter set forth in this Article 1 referred to as Appendix 1.3 (the "“Put Option") to require NTN Canada to purchase ”). The Rolling Unitholder may request an Option Financial Statement from the Vendor all, but not less than all, of Company at any time during the Common Shares acquired by Option Period. If the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). In the event that the Vendor has not, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of Exercise") of its intention Rolling Unitholder wishes to exercise the Put Option. , then the Rolling Unitholder shall deliver to TSC an Exercise Notice to inform TSC that the Rolling Unitholder is exercising its Put Option. On the date that is 60 days after the Exercise Notice was delivered (3the “Put Purchase Date”), the Rolling Unitholder shall sell (the “Put Sale”) Upon exercise its Units to TSC, and TSC shall purchase such Units from the Rolling Unitholder, for a total purchase price equal to the Call/Put Buyout Consideration. Concurrently with the Put Sale, TSC and the Rolling Unitholder shall enter into such documents and instruments as shall be reasonably necessary to facilitate the closing of the Put OptionSale, NTN Canada shall be obligated to purchase from the Vendorincluding, and the Vendor shall be obligated to sell to NTN Canadawithout limitation, the Vendor's Shares in accordance with the provisions documentation of Section 1(4) hereof. (4) The sale and purchase a surrender of the Vendor's Shares under this Article shall be completed on the following terms Units purchased and conditions: (a) the purchase price payable for each termination of the Vendor's Shares Rolling Unitholder’s interest as a Member. The Rolling Unitholder and its Indirect Owners shall be equal at the closing of any sale consummated pursuant to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; this subsection (b) the purchase price shall be payable by certified cheque or bank draft at the time of completion of the transaction; this Appendix 1.3, represent and warrant to TSC that: (ci) the Vendor's Shares shall be Rolling Unitholder has full right, title and interest in and to the Units, (ii) the Rolling Unitholder has all the necessary power and authority and has taken all necessary action to sell such Units as contemplated by this subsection (b) of this Appendix 1.3, and (iii) such Units are free and clear of any liens, and all mortgages, charges pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of [the Amended and encumbrances whatsoever Restated Operating Agreement] and the Vendor shall have good and marketable title thereto; (d) the completion of the sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is not a Saturday, Sunday or statutory holiday, in which event the completion of the sale shall take place on the next business day thereafterSecurities Act. (5) The Put Option shall expire on September 30, 1999.