eGames.com Holdings LLC entered into an asset purchase agreement to acquire Social entertainment, customer engagement, and advertising technology assets of NTN Buzztime, Inc. (AMEX:NTN) for $2 million on September 18, 2020. Fertilemind Management, LLC an affiliate of eGames.com entered into an omnibus amendment to this asset purchase agreement with NTN Buzztime on November 19, 2020. As part of the previously announced agreement, Fertilemind Management made a $1 million loan on behalf of eGames.com to NTN, which will be applied against the $2 million payable by eGames.com at the closing of the Asset Sale, and NTN issued an unsecured promissory note evidencing such loan to Fertilemind. On November 19, 2020, eGames.com agreed to loan, or cause Fertilemind to loan on behalf of eGames.com, an additional $0.5 million to NTN on December 1, 2020, and NTN agreed to issue an unsecured promissory note evidencing such loan; and (2) effective as of December 1, 2020, and subject to NTN receiving the second bridge loan, the parties agreed to amend the asset purchase agreement and the first note to provide for the application of the second bridge loan against the $2 million payable at the closing of the asset sale, to increase the interest rate on the principal amount of the Initial Bridge Loan from 8.0% to 10.0% per annum beginning on December 1, 2020, and to extend the maturity date of the first note to March 1, 2021. The Asset Purchase Agreement may be terminated at any time by either party if the closing of the asset sale is not consummated by March 1, 2021. On January 12, 2021 entered into the Second omnibus amendment capitalized terms used in this Amendment and not defined in this Amendment have the meanings give to them in the APA. Whereas, in connection with entering into the Asset Purchase Agreement, NTN Buzztime, Inc. received the Bridge Loan from Fertilemind, on behalf of eGames.com Holdings LLC, and NTN issued the Bridge Note evidencing the Bridge Loan to Fertilemind. The third bridge loan eGames.com shall loan, or shall cause Fertilemind, on behalf of Purchaser, to loan, $0.2 million to NTN. On the Funding Date, NTN shall issue a promissory note evidencing the Third Bridge Loan. The asset agreement is terminated because of an NTN change in board recommendation termination or an NTN Superior offer termination, then NTN agreed to pay a $0.275 million fee to eGames.com. On the Closing Date NTN Buzztime acknowledges that Purchaser shall deposit, by wire transfer of immediately available funds to the Indemnification Escrow Account, the sum of $0.1 million, to be held and distributed in accordance with the terms of the Indemnification Escrow Agreement. If this Agreement is terminated, then NTN Buzztime shall pay to Purchaser, by wire transfer of same-day funds, within two (2) Business Days of the date of termination, a nonrefundable fee in an amount equal to $0.28 million. Upon completion of the proposed asset sale, Buzztime's Chief Executive Officer Allen Wolff will be appointed as Chief Executive Officer of eGames.com. The transaction is subject to NTN Buzztime's stockholder approval. As of March 8, 2021, Institutional Shareholder Services, Inc. recommends that NTN stockholders vote for all proposal to be considered and voted on at the March 15, 2021 special meeting of stockholders, all of which relate to the proposed merger involving the sale of NTN's assets to eGames.com Holdings. The transaction is expected to close on December 31, 2020. As of November 13, 2020, the transaction is expected to close in early 2021. Edwin Astudillo of Breakwater Law Group, LLP acted as legal advisor to NTN Buzztime, Inc. Philip B. Schwartz and Rema Awad of Akerman LLP acted as legal advisor to NTN Buzztime, Inc. Dale S. Bergman of Gutierrez Bergman Boulris, PLLC. acted as legal advisor to eGames.com Holdings LLC.