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 ("BUZZTIME"), with reference
to the following facts:
A. BUZZTIME is a wholly-owned subsidiary of NTN.
B. The respective Boards of Directors of NTN and BUZZTIME have approved
NTN's assignment and contribution to the capital of BUZZTIME of all of NTN's
interest in the tangible and intangible assets listed on Schedule 1 to this
Agreement (collectively, the Contributed Assets").
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
CONTRIBUTION OF CONTRIBUTED ASSETS
1.1 Contribution. Concurrently herewith, NTN shall assign,
convey and contribute to the capital of BUZZTIME all of NTN's right, title and
interest in and to the Contributed Assets, including the associated goodwill of
NTN.
1.2 Acceptance. BUZZTIME hereby accepts the foregoing
assignment and contribution of the Contributed Assets.
1.3 Representation and Warranty. NTN hereby represents and
warrants to BUZZTIME that it has good and marketable title to the Contributed
Assets and has not previously transferred or assigned all or any portion of the
Contributed Assets or any interest therein. BUZZTIME acknowledges and agrees
that, except for the foregoing warranty of title, the Contributed Assets are
being contributed and assigned by NTN on an "as is, where is" basis, without any
other representation or warranty, express or implied.
ARTICLE 2
MISCELLANEOUS
2.1 Further Assurances. At and after the date hereof, each
party shall, from time-to-time, at the request of any other party and without
further cost or expense to such other party, execute and deliver such documents
and instruments of conveyance, transfer and assumption, and take such other
actions, as such other party may reasonably request in order to give effect to
the transactions contemplated hereby.
1
2
2.2 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns.
2.3 Entire Agreement. This Agreement, together with the
exhibits attached hereto and any documents specifically referred to herein and
therein, constitute the entire agreement and understanding of the parties and
supersede any prior oral or written agreement, understanding, representations,
warranty, promise or document relating to the subject matter of this Agreement.
2.4 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first set forth above.
NTN COMMUNICATIONS, INC.
By: /s/ Stanley B. Kinsey
-----------------------------------
Stanley B. Kinsey
Chief Executive Officer
BUZZTIME, INC.
By: /s/ V. Tyrone Lam
-----------------------------------
V. Tyrone Lam
President
2
3
SCHEDULE 1
TO
CONTRIBUTION AGREEMENT
------------------
DESCRIPTION OF CONTRIBUTED ASSETS
REGISTERED TRADEMARKS:
Abused News(R)
Brain Buster(R)
Countdown(R)
HIT(R)
Hoops(R)
Link Up Live And Play The World(R)
Nightside(R)
QB1(R)
Showdown(R)
Sports Trivia(R)
Sports Trivia Challenge(R)
Triviaoke(R)
Undercover(R)
Uppercut(R)
Viewer's Revue(R)
PENDING TRADEMARKS:
Buzztime(TM)
Fling(TM)
I-mercial(TM)
Kids Only Trivia(TM)
LiveSports(TM)/LivesSports.com(TM)
National Trivia League(TM)
National Trivia Network(TM)
Predict the Play(TM)
Public Portal(TM)/PublicPortal.com(TM)
The World is Your Game Show(TM)
Trivia Network(TM)/TriviaNetwork.net(TM)
Spotlight(TM)
World Trivia League(TM)
PENDING TRADEMARKS, CANADA:
Abused News
Fling
National Trivia League
World Trivia League
The World is Your Game Show
Predict the Play
3
4
SCHEDULE 1
TO
CONTRIBUTION AGREEMENT
------------------
DESCRIPTION OF CONTRIBUTED ASSETS
(CONTINUED)
REGISTERED COPYRIGHTS:
Football Challenge
Passport
Playback
QB1
Showdown
Sports Trivia
Spotlight
Survivor
Wipeout
REGISTERED DOMAIN NAMES:
BigTrivia.com BigTrivia.net
BigTriviaShow.com BigTriviaShow.net
BuzzTime.com BuzzTime.net
BuzzTimeGames.net BuzzTimeGames.com
BuzzTimeKids.net BuzzTimeKids.com
BuzzTimeNetwork.com BuzzTimeNetwork.net
BuzzTimeSports.com BuzzTimeSports.net
BuzzTimeTrivia.com BuzzTimeTrivia.net
BuzzTimeTV.net BuzzTimeTV.com
I-mercial.com
LiveSports.com
NationalTriviaLeague.com NationalTriviaLeague.net
NationalTriviaNetwork.com
PlayAlongSports.com PlayAlongSports.net
PlayTV.net
QB1.com
TheTriviaNetwork.net TriviaNetwork.net
WorldTriviaLeague.com WorldTriviaLeague.net
4
5
SCHEDULE 1
TO
CONTRIBUTION AGREEMENT
------------------
DESCRIPTION OF CONTRIBUTED ASSETS
(CONTINUED)
TRIVIA GAME SHOW LIBRARY(1) INTERACTIVE PLAY-ALONG SPORTS GAMES(1)
PREMIUM TRIVIA GAMES: QB1(R)
fling(TM) Hoops(R)
Passport(TM) Predict the Play(TM)applicationS
Playback(TM) Brackets(TM)
Showdown(R) Football Challenge(TM)
SportsIQ(TM) Survivor(TM)
SportsTriviaChallenge(R) Uppercut(R)
Spotlight(TM)
Glory Daze(TM)
TRIVIA GAMES(1): INTERACTIVE POLLING APPLICATIONS(1):
BrainBuster(R) Awards Shows
Countdown(R) Play-Along Game Shows
Topix(TM) Viewer Polling
Wipeout(TM) Ad Polls (viewers voting for favorite ads)
Nightside(R)
SportsTrivia(R)
Retroactive(TM)
Football Weekend Roundup(TM) DATA FEEDS:
Abused News(R) Sports Data Feeds
Appeteasers(TM) News Data Feeds
Jukebox(TM) Business Data Feeds
Triviaoke(R)
Undercover(R)
Viewer's Revue(R)
TRIVIA CONTENT DATABASE:
All multi-player interactive trivia games composed of questions, multiple choice
answers, clues, facts and other information tied to the game. Also included are
player information, ranking information, promotion and competition information.
(1) Includes all formats, text, graphics, related software and applicable
copyrights, trademarks and other intellectual property.
5
6
SCHEDULE 1
TO
CONTRIBUTION AGREEMENT
------------------
DESCRIPTION OF CONTRIBUTED ASSETS
(CONTINUED)
TRIVIA DATABASE TECHNOLOGY
The Trivia Database Technology is a collection of hardware and software
that provide for management of the Database of Trivia content owned by
BUZZTIME. This Technology includes, but is not limited to, the
collection, creation, editing, indexing, categorization, storage,
retrieval and distribution of the BUZZTIME and, optionally, 3rd Party
Trivia content.
BROADCAST DIRECTOR REFEREE CAPABILITY (CROSS LICENSED)
This is a discrete set of functionality, cross licensed from NTN, that
allows for the recording of live event data in programs produced by
BUZZTIME for NTN.
GAME SERVER TECHNOLOGY
The Game Server Technology is a collection of hardware and software,
executing at either a BUZZTIME or 3rd Party location. It's overall
purpose is to reduce load on head-end systems and smooth cable system
execution differences. The technology is responsible for question and
answer packaging, messaging and processing select commands, compiling
local and global scoring and ranking statistics and is also responsible
for maintaining iTV player connections, and interpreting user input.
PRODUCTION TOOLS
BUZZTIME's Production Tools are software that enable the ability to
synchronize an interactive trivia or sports game to a live event
broadcast. The main functions include but are not limited to:
o Triggering events and lockouts
o Serving advertisements
o Opening and close virtual stadiums
o Selecting random players for real time bonus events
REPORTING TOOLS
BUZZTIME has developed and owns a set of web-based reporting tools,
that are utilized by the Company and 3rd Parties. These tools report
usage statistics for each distribution platform.
6
7
SCHEDULE 1
TO
CONTRIBUTION AGREEMENT
-----------------
DESCRIPTION OF CONTRIBUTED ASSETS
(CONTINUED)
BUZZTIME WEB TECHNOLOGY
BUZZTIME's Web Technology is a suite of fulfillment, personalization
and rewards engines designed to be integrated in to BUZZTIME.com. While
these engines are not currently utilized, the opportunity may exist to
leverage them at a later date.
SUPPORTING HARDWARE AND SOFTWARE
All hardware and software related to, and required for operation of, the Trivia
Database Technology, Broadcast Director Referee Capability, Channel Server/Line
Server, Production Tools, Reporting Tools and BUZZTIME Web Technology.
To be determined.
I-MERCIAL(TM) TECHNOLOGY::
All software and hardware related to, and required for operation of, I-mercials;
namely, I-mercials are live, interactive advertisements displayed on an
end-user's equipment.
FURNISHINGS AND OFFICE EQUIPMENT
To be provided.
DESKTOP SYSTEMS
To be provided.
MEDIA AND RESOURCES
Schedule to be provided.
7