2019 Interim CEO Performance Incentive Plan

The Company must retain certain key employees to be determined by the Committee through at least the six-month anniversary of the Effective Date (the “Key Employee Retention Goal”).

(4) Performance Determination

The Committee will determine, in its sole discretion, whether the Performance Goals are achieved.

Notwithstanding anything to the contrary herein and to the extent not prohibited by law, in the event that a Change in Control (as defined in the 2019 PIP) is expected to occur, the Committee may, in its sole discretion, determine to grant all or a portion of the Performance Shares regardless of the extent to which the Performance Goals are achieved as of such time. If the Committee exercises its discretion to so grant all or a portion of the Performance Shares, the number of Performance Shares to be granted will be determined by dividing (A) a dollar amount to be determined by the Committee between $1.00 and $60,000.00 by (B) the closing price per share of the Company’s common stock on the date of grant. The Committee may determine to grant such Performance Shares contingent on, and effective as of immediately before, the closing of the Change in Control transaction.

Payout Date(s): Subject to Section 8 (Company Management Rights), and provided all the of prerequisites to earning incentive compensation are met pursuant to Section 4 (Plan Design), the Performance Shares for each of the three Performance Goals will be granted as soon as practicable after the Committee determines that the applicable Performance Goal is achieved but no later than (A) with respect to the Key Employee Retention Goal and the Cash Target Goal, the 10th business day after the six month anniversary of the Effective Date; and (B) with respect to the Buzztime Basic Goal, the 10th business day after March 31, 2020 (the date on which the Performance Shares are actually granted, the “Payout Date”).

Plan Administration and Interpretation: This Plan shall be administered and interpreted by the Committee in its sole discretion. The Committee must approve any exceptions to the term and conditions of this Plan.

Notwithstanding the generality of the foregoing, the Committee also has sole discretion to determine the impact of any merger, acquisition or similar transaction or of any activities related thereto and/or of investments made beyond the core business of the Company as they relate to this Plan.

401k deferrals: In accordance with the NTN Buzztime, Inc. 401k Plan, no 401k deductions will be withheld from incentive (“bonus”) wages.

Taxes: Payments under this Plan are in addition to Wolff’s base salary and are included as total cash compensation and, as such, recorded on his W-2 (or applicable country statement) statement of wages. Such payments are considered taxable income and are reported as Gross Income (not “after taxes”). Wolff will have all appropriate payroll taxes and withholdings deducted from these payments at the IRS supplemental tax rate. Deductions from a payout in the form of shares of common stock shall be governed by the 2019 PIP (or any successor long-term incentive plan), and the applicable grant documentation, if any

Effect of Termination of Employment: Wolff must be employed on the Payout Date(s) to earn the Performance Shares. If he voluntarily resigns from employment prior to a Payout Date or if Buzztime terminates his employment prior to a Payout Date, no Performance Shares are earned.

Effect of Disciplinary Action: If Wolff is under disciplinary action (any level of performance counseling, warning and/or performance improvement plan), he will be ineligible to participate in this Plan. If upon reevaluation, however, he is released from disciplinary action, he will at that same time resume eligibility under this Plan and may be eligible to receive a prorated incentive amount that excludes the period of time he/she was under disciplinary action.