AMENDMENT NO. 1 TO
LICENSING AGREEMENT AND LETTER AGREEMENT
THIS AMENDMENT NO. 1 TO LICENSING AGREEMENT AND LETTER AGREEMENT (this
"Amendment No. 1") is made and entered into as of September 30, 2003 by and
among Buzztime Entertainment, Inc. ("Buzztime"), NTN Communications, Inc.
("NTN"), Media General Operations, Inc. ("Media General") and Xxxx X. Xxxxxxx.
RECITALS
Buzztime, NTN and Media General are parties to a Licensing Agreement
dated as of May 7, 2003 (the "Licensing Agreement") and desire to amend the
Licensing Agreement in accordance with the terms set forth in this Amendment No.
1 and to enter into certain other agreements. Capitalized terms used, but not
defined, herein have the meanings ascribed to such terms in the Licensing
Agreement.
1. Amendment to Section 10.2. Section 10.2 of the Licensing
Agreement is hereby amended and restated in its entirety to read as set forth
below:
10.2 Renewal of Term. Unless terminated earlier in accordance
with its terms before the end of the Initial Term, BUZZTIME may renew
this Agreement for an additional five (5) year term (the "Renewal
Term") by providing written notice to the other Parties at least
fifteen (15) days prior to the end of the Initial Term, if by such
time, the BUZZTIME Channel offering is available in a minimum of
thirty-five percent (35%) of all digital cable subscriber households in
the United States; provided, however, that if by such time the BUZZTIME
Channel offering is not available in a minimum of thirty-five percent
(35%) of all digital cable subscriber households in the United States,
BUZZTIME may renew this Agreement for an additional five (5) year term
by providing written notice to the other Parties at least fifteen (15)
days prior to the end of the Initial Term, but the licenses granted by
Media General to Buzztime pursuant to Sections 2.1 and 2.2 of this
Agreement during such Renewal Term shall not be exclusive licenses, but
shall be non-exclusive licenses for the entire Renewal Term,
notwithstanding any other provisions of this Agreement to the contrary,
including, without limitation, the provisions of Section 2.2 of this
Agreement which provide for a non-exclusive license to become an
exclusive license or BUZZTIME's satisfaction of the Condition of
Exclusivity. The Initial Term and the Renewal Term (if any) are,
collectively, the "Term."
2. Amendment to Section 3.2. Section 3.2 of the Licensing
Agreement is hereby amended and restated in its entirety to read as set forth
below:
3.2 License Fee for Renewal Term. Upon commencement of any
Renewal Term, BUZZTIME shall pay MEDIA GENERAL One Hundred Fifty
Thousand Dollars ($150,000.00) as follows:
(a) Issuance of Renewal License Fee Shares. Subject to the terms
and conditions of the Investment Agreements, including the
representations and warranties made therein, on the
effective date of the Renewal Term, NTN will issue to MGI,or
its nominee, a number of shares of NTN common stock, par
value $.005 per share, with an aggregate value of
$150,000, or, if BUZZTIME's common stock is publicly traded,
BUZZTIME will issue to MGI, or its nominee, a number of shares
of BUZZTIME common stock, par value $.001 per share, with an
aggregate value of $150,000 ("Renewal License Fee Shares").
The determination regarding whether the payment will be
made in NTN common stock or BUZZTIME common stock shall be
made by MEDIA GENERAL, in its sole discretion. For
purposes of this Section 3.2, the value of each share of NTN
common stock will be equal to the average closing price of
the common stock on the American Stock Exchange (or other
primary national securities exchange or Nasdaq national
market on which such shares are listed or quoted for trading)
for the twenty (20) trading days immediately prior to the
effective date of the Renewal Term, and the value of each
share of BUZZTIME common stock will be equal to the average
closing price of the common stock on the primary national
securities exchange or Nasdaq national market on which such
shares are listed or quoted for trading for the twenty (20)
trading days immediately prior to the effective date of the
Renewal Term. If, as of the effective date of the Renewal
Term, the NTN common stock is not then traded on the American
Stock Exchange or other primary national securities exchange
or the Nasdaq national market and/or the BUZZTIME common stock
is not then traded on a primary national securities exchange
or Nasdaq national market, MEDIA GENERAL may elect to be paid
the $150,000 payment in cash. In addition, if MEDIA GENERAL
elects to be paid in NTN common stock and NTN is prohibited
by Section 8.15 of the Securities Purchase Agreement included
in the Investment Agreements from issuing the full number
of shares of NTN common stock otherwise due under this
Section 3.2, then NTN shall issue the maximum number of
shares of NTN common stock permitted under Section 8.15 of
such Securities Purchase Agreement and pay the balance in
cash.
(b) Legends. The certificates evidencing the Renewal License Fee
Shares may bear a legend as provided in the Securities
Purchase Agreement.
(c) Registration Rights; Other Rights. NTN or BUZZTIME, as
applicable, will grant certain registration rights and certain
other rights with respect to the Renewal License Fee Shares as
provided in the Buzztime Investor Rights Agreement included in
the Investment Agreements.
3. Miscellaneous. The Licensing Agreement is hereby deemed
amended in all respects necessary to give effect to the agreements contained in
paragraphs 1 and 2 of this Amendment No. 1, whether or not a particular Section
or provision of the Licensing Agreement has been referred to in paragraphs 1 and
2 of this Amendment No. 1. Except as amended by paragraphs 1 and 2 of this
Amendment No. 1, the Licensing Agreement shall remain unchanged and in full
force and effect. From and after the date of this Amendment No. 1, each
reference in the Licensing Agreement to "this Agreement," "hereof," "hereunder"
or words of like import, and all references to the Licensing Agreement in any
and all agreements, instruments and documents (other than in this Amendment No.
1 or as otherwise expressly provided) shall be deemed to mean the Licensing
Agreement, as amended by this Amendment No. 1.
4. Options and Board Compensation. Reference is made to the letter
dated May 8, 2003 (the "May Letter") from Xxxxxxx X. Xxxxxx, Chairman and Chief
Executive Officer of NTN, to Xx. Xxxx X. Xxxxxxx ("Xxxxxxx") with respect to
certain compensation to be paid to Xxxxxxx by NTN, and certain options of NTN.
NTN, Media General and Xxxxxxx acknowledge and agree that Media General has a
policy which generally does not permit employees of Media General who serve as
officers or directors of other companies ("Third Parties") at the request of
Media General while employed by Media General to be compensated by such Third
Parties. NTN agrees to amend the May Letter so that all cash compensation and
options referred to in the May Letter shall be payable to Media General and not
to Xxxxxxx (with all shares of common stock issued upon exercise of any such
options having liquidity comparable to the liquidity of the shares of common
stock which would have been issued upon the exercise of any such options issued
to Xxxxxxx), and (a) NTN agrees to report all such compensation, in accordance
with applicable aw, as taxable to Media General and not to Xxxxxxx. In
connection with the foregoing, NTN agrees to obtain all necessary internal
approvals and use its commercially reasonable efforts to obtain all necessary
approvals of third parties, and (b) NTN shall comply with all applicable laws
(including, without limitation, all securities laws). Subject to the terms and
conditions of this paragraph 4, each of NTN and Media General will use
commercially reasonable efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective the transactions contemplated by this paragraph 4.
5. Counterparts. This Amendment No. 1 may be executed in
counterparts, each of which will be deemed an original.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date written above.
NTN COMMUNICATIONS, INC.
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Chief Financial Officer
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BUZZTIME ENTERTAINMENT, INC.
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Chief Financial Officer
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MEDIA GENERAL, INC.
By: /s/Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Vice President
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/s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx