EXHIBIT 1.1 NTN COMMUNICATIONS, INC. UNDERWRITING AGREEMENT 2,000,000 Shares of Common Stock (Par Value $.005 Per Share) New York, New York April 14, 2000 Starr Securities, Inc. 60 Broad Street New York, New York 10004 GunnAllen Financial, Inc. 1715...NTN Communications Inc • April 24th, 2000 • Television broadcasting stations • New York
COMMON STOCK PURCHASE WARRANT ETERNA THERAPEUTICS INC.Eterna Therapeutics Inc. • December 20th, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December [ ], 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eterna Therapeutics Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
1 EXHIBIT 10.3 BUZZTIME ENTERTAINMENT, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 20th, 2001 • NTN Communications Inc • Television broadcasting stations • California
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT by and between NTN COMMUNICATIONS, INC.Loan and Security Agreement • November 15th, 1999 • NTN Communications Inc • Television broadcasting stations • California
EXHIBIT 4.10 NTN COMMUNICATIONS, INC. 2004 PERFORMANCE INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Option Agreement") dated June 28, 2005 by and between NTN COMMUNICATIONS, INC., a Delaware corporation...Option Agreement • August 9th, 2005 • NTN Communications Inc • Television broadcasting stations • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2022 • Brooklyn ImmunoTherapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 6, 2022, between Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
Asset Purchase Agreement by and among NTN Software Solutions, Inc., NTN Communications, Inc., Breakaway International, Inc., and the Seller Shareholders dated as of July 30, 2003 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE;...Asset Purchase Agreement • August 14th, 2003 • NTN Communications Inc • Television broadcasting stations • California
WITNESSETH:Warrant Agreement • July 20th, 2001 • NTN Communications Inc • Television broadcasting stations • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2022 • Brooklyn ImmunoTherapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 6, 2022, between Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXHIBIT 4.2 -----------Warrant Agreement • October 15th, 1996 • NTN Communications Inc • Television broadcasting stations • California
EXHIBIT 4.5 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR...NTN Communications Inc • December 11th, 2000 • Television broadcasting stations • New York
Asset Purchase Agreement by and among NTN Canada, Inc., NTN Communications, Inc., NTN Interactive Network, Inc., and Chell Group Corporation Inc. dated as of December 15, 2003 TABLE OF CONTENTS EXHIBIT A Definitions EXHIBIT B Bill of Sale EXHIBIT C...Asset Purchase Agreement • December 24th, 2003 • NTN Communications Inc • Television broadcasting stations • California
1 EXHIBIT 10.1 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of January 1, 2001 by and between NTN Communications, Inc., a Delaware corporation ("NTN"), and BUZZTIME, Inc., a Delaware corporation...Contribution Agreement • July 20th, 2001 • NTN Communications Inc • Television broadcasting stations
1 EXHIBIT 10.50 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated July 1, 1998 by and between NTN COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and Gerald Sokol, Jr. (the "Executive"). 1. Term of Employment ------------------ Subject to...Employment Agreement • April 1st, 1999 • NTN Communications Inc • Television broadcasting stations • California
2- 3 Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Exchange Agreement.Registration Rights Agreement • November 17th, 1998 • NTN Communications Inc • Television broadcasting stations • New York
WITNESSETHNonqualified Stock Option Agreement • April 15th, 1998 • NTN Communications Inc • Television broadcasting stations • California
EXCHANGE AGREEMENT EXCHANGE AGREEMENT, dated as of October 5, 1998 (the "AGREEMENT"), by and among NTN Communications, Inc., a Delaware corporation, with headquarters located at 5966 La Place Court, Carlsbad, CA 92008 (the "COMPANY"), and the...Exchange Agreement • November 17th, 1998 • NTN Communications Inc • Television broadcasting stations • Delaware
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of the fifth day of May, 2003, by and among NTN Communications, Inc., a Delaware corporation (the "Company"), Buzztime Entertainment, Inc., a Delaware...Securities Purchase Agreement • May 21st, 2003 • NTN Communications Inc • Television broadcasting stations • Delaware
1 EXHIBIT 4.2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of November 14, 2000, by and among NTN Communications, Inc., a Delaware corporation, with headquarters located at 5966 La Place Court, Carlsbad,...Securities Purchase Agreement • March 5th, 2001 • NTN Communications Inc • Television broadcasting stations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BROOKLYN IMMUNOTHERAPEUTICS, INC.Brooklyn ImmunoTherapeutics, Inc. • March 9th, 2022 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the “Company”), up to 1,357,142 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
2. Background and Consideration. Company and P. Downs entered into a ---------------------------- Resignation and General Release Agreement (the "Agreement") pursuant to which Company agreed, inter alia, to execute and deliver this Release to P....NTN Communications Inc • March 20th, 1997 • Television broadcasting stations • California
AMENDMENTLoan and Security Agreement • May 15th, 2001 • NTN Communications Inc • Television broadcasting stations
1 EXHIBIT 10.53 NTN COMMUNICATIONS, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of October 7, 1998 by and between NTN COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and Stanley...Stock Option Agreement • April 1st, 1999 • NTN Communications Inc • Television broadcasting stations • California
1 Coast Business Credit(R)Loan and Security Agreement • April 26th, 2002 • NTN Communications Inc • Television broadcasting stations
NTN COMMUNICATIONS, INC. SUBSCRIPTION AGREEMENT JANUARY 13, 2003 TO EACH OF THE SUBSCRIBERS WHO ARE SIGNATORIES HERETO Ladies and Gentlemen: NTN Communications, Inc., a Delaware corporation (the "COMPANY"), hereby agrees with each of you as follows:...Agreement • May 15th, 2003 • NTN Communications Inc • Television broadcasting stations • California
INDENTURE (Senior Debt Securities)Indenture • December 22nd, 2016 • NTN Buzztime Inc • Television broadcasting stations • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities, in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture, as registered securities without coupons, to be authenticated by the certificate of the Trustee;
EXHIBIT 10.52 CONSULTING AGREEMENT -------------------- This Consulting Agreement (the "Agreement") is made as of March 1, 1997 by and between NTN Communications, Inc., a Delaware corporation (the "Company"), and Edward C. Frazier ("Consultant").Consulting Agreement • December 18th, 1997 • NTN Communications Inc • Television broadcasting stations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2023 • Eterna Therapeutics Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2023, by and between ETERNA THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
NTN COMMUNICATIONS, INC. 7% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2001 FOR VALUE RECEIVED, NTN COMMUNICATIONS, INC., a Delaware corporation (the "Company"), HEREBY PROMISES TO PAY to [STARK INTERNATIONAL] [SHEPHERD INVESTMENTS INTERNATIONAL, LTD.]...NTN Communications Inc • November 17th, 1998 • Television broadcasting stations
EXHIBIT 10.53 CONSULTING AGREEMENT -------------------- THIS AGREEMENT, effective as of April 23, 1997 (the "Effective Date"), is between Frazier/King Media Holding Co., a Texas corporation (the "Consultant"), and NTN Communications, Inc., a Delaware...Consulting Agreement • December 18th, 1997 • NTN Communications Inc • Television broadcasting stations
Exhibit 3.1 CONSULTING AGREEMENT -------------------- This Consulting Agreement (the "Agreement") is made as of January 1, 1997 by and between NTN Communications, Inc., a Delaware corporation (the "Company"), and Patrick J. Downs("Consultant").Consulting Agreement • March 20th, 1997 • NTN Communications Inc • Television broadcasting stations
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 14, 2000, by and among NTN Communications, Inc., a Delaware corporation, with headquarters located at 5966 La Place Court, Carlsbad,...Registration Rights Agreement • December 11th, 2000 • NTN Communications Inc • Television broadcasting stations • New York
AGREEMENTAgreement • March 18th, 2005 • NTN Communications Inc • Television broadcasting stations • California
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated June 28, 2005, is entered into by and between NTN COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and Stanley B. Kinsey (the "Executive"). 1. Term of Employment Subject...Employment Agreement • August 9th, 2005 • NTN Communications Inc • Television broadcasting stations • California
1 EXHIBIT 4.2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of November 14, 2000, by and among NTN Communications, Inc., a Delaware corporation, with headquarters located at 5966 La Place Court, Carlsbad,...Securities Purchase Agreement • December 11th, 2000 • NTN Communications Inc • Television broadcasting stations • New York
