THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY
ARE REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
Warrants for 600,000 shares of Common Stock
NTN COMMUNICATIONS, INC.
WARRANT CERTIFICATE
This warrant certificate ("Warrant Certificate") certifies that for value
received ALLEN & COMPANY LLC or permitted assigns (the "Holder") is the owner of
the number of warrants ("Warrants") specified above, each of which entitles the
Holder thereof to purchase, at any time on or before the Expiration Date
(hereinafter defined) one fully paid and non-assessable share of Common Stock,
$0.005 par value ("Common Stock"), of NTN Communications, Inc., a Delaware
corporation (the "Company"), at a purchase price of $1.00 per share of Common
Stock in lawful money of the United States of America in cash or by certified or
cashier's check or a combination of cash and certified or cashier's check,
subject to adjustment as hereinafter provided.
1. WARRANT; PURCHASE PRICE
Each Warrant shall entitle the Holder to purchase one share of Common Stock
of the Company and the purchase price payable upon exercise of the Warrants
shall initially be $1.00 per share of Common Stock, subject to adjustment as
hereinafter provided (the "Purchase Price"). The Purchase Price and number of
shares of Common Stock issuable upon exercise of each Warrant are subject to
adjustment as provided in Section 6. The shares of Common Stock issuable upon
exercise of the Warrants (and/or other shares of common stock so issuable by
reason of any adjustments pursuant to Section 6) are sometimes referred to
herein as the "Warrant Shares".
2. EXERCISE; EXPIRATION DATE; TIMING OF GRANTS; VESTING
2.1 The Warrants are exercisable, at the option of the Holder, at any
time after issuance and on or before the Expiration Date, upon surrender of
this Warrant Certificate to the Company together with a duly completed
Notice of Exercise, in the form attached hereto as Exhibit A, and payment
of an amount equal to the Purchase Price times the number of Warrants to be
exercised. In the case of exercise of less than all the Warrants
represented by this Warrant Certificate, the Company shall cancel the
Warrant Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate for the balance of such Warrants.
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2.2 The term "Expiration Date" shall mean 5:00 p.m. New York time on
September 25, 2009, or if such date shall in the State of New York be a
holiday or a day on which banks are authorized to close, then 5:00 p.m. New
York time the next following date which in the State of New York is not a
holiday or a day on which banks are authorized to close.
2.3 200,000 Warrants (the "Up Front Warrants") will become vested and
exercisable as to one-twelfth (1/12) of the total shares of Common Stock
issuable hereunder at the end of each subsequent three month period
following September 25, 2002, subject to the continuous provision by Allen
& Company LLC of general financial advisory services to the Company
pursuant to that letter agreement dated September 25, 2002 (the "Engagement
Letter"). In the event of the termination of the obligation to provide such
general advisory services to the Company pursuant to the Engagement Letter,
the Warrants may only be exercised by the Holder to the extent exercisable
on the date of such termination. 400,000 Warrants (the "Contingent
Warrants") shall be issued only upon consummation of a Private Placement,
as defined in the Engagement Letter, of at least 44 million in gross
proceeds to the Company.
3. REGISTRATION AND TRANSFER ON COMPANY BOOKS
3.1 The Company shall maintain books for the registration and transfer
of the Warrants and the registration and transfer of the shares of Common
Stock issued upon exercise of the Warrants.
3.2 Prior to due presentment for registration of transfer of this
Warrant Certificate, or the shares of Common Stock issued upon exercise of
the Warrants, the Company may deem and treat the registered Holder as the
absolute owner thereof.
3.3 Neither this Warrant nor the shares of Common Stock issuable upon
exercise hereof have been registered under the Securities Act of 1933, as
amended (the "Securities Act"). The Holder will not transfer this Warrant
or the shares of Common Stock issuable upon exercise hereof unless (i)
there is an effective registration covering such Warrant or such shares, as
the case may be, under the Securities Act and applicable states securities
laws, or (ii) it first receives an opinion letter from an attorney,
acceptable to the Company's board of directors or its agents, stating that
in the opinion of the attorney the proposed transfer is exempt from
registration under the Securities Act and under all applicable state
securities laws. The Company shall register upon its books any permitted
transfer of a Warrant Certificate, upon surrender of same to the Company
with a written instrument of transfer duly executed by the registered
Holder or by a duly authorized attorney. Upon any such registration of
transfer, new Warrant Certificate(s) shall be issued to the transferee(s)
and the surrendered Warrant Certificate shall be canceled by the Company. A
Warrant Certificate may also be exchanged, at the option of the Holder, for
new Warrant Certificates representing in the aggregate the number of
Warrants evidenced by the Warrant Certificate surrendered. Notwithstanding
the foregoing, this Warrant is not transferable without the prior written
consent of the Company; provided that without the Company's prior written
consent this Warrant Certificate, the Warrants represented hereby, may be
sold, assigned or otherwise
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transferred voluntarily by the Holder to officers or directors of the
Holder, or to the Holder's parent or subsidiary corporations.
4. RESERVATION OF SHARES
The Company covenants that it will at all times reserve and keep available
out of its authorized Common Stock, solely for the purpose of issue upon
exercise of the Warrants, such number of shares of Common Stock as shall then be
issuable upon the exercise of all outstanding Warrants. The Company covenants
that all shares of Common Stock which shall be issuable upon exercise of the
Warrants shall be duly and validly issued and fully paid and non-assessable and
free from all taxes, liens and charges with respect to the issue thereof, and
that upon issuance such shares the Company shall use its best efforts to cause
such shares to be listed on each national securities exchange, if any, on which
the other shares of outstanding Common Stock of the Company are then listed.
5. LOSS OR MUTILATION
Upon receipt by the Company of reasonable evidence of the ownership of and
the loss, theft, destruction or mutilation of any Warrant Certificate and, in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to
the Company, or, in the case of mutilation, upon surrender and cancellation of
the mutilated Warrant Certificate, the Company shall execute and deliver in lieu
thereof a new Warrant Certificate representing an equal number of Warrants.
6. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES DELIVERABLE
6.1 The number of shares of Common Stock purchasable upon the exercise
of each Warrant (such shares being referred to in this Section 6 as the
"Warrant Shares") and the Purchase Price with respect to the Warrant Shares
shall be subject to adjustment as follows:
6.1.1 In case the Company shall (i) declare a dividend or make a
distribution on its Common Stock payable in shares of its capital
stock, (ii) subdivide its outstanding shares of Common Stock through
stock split or otherwise, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv)
issue by reclassification of its Common Stock (including any such
reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation) other securities of the
Company, the number and/or nature of Warrant Shares purchasable upon
exercise of each Warrant immediately prior thereto shall be adjusted
so that the Holder shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which the Holder
would have owned or have been entitled to receive after the happening
of any of the events described above, had such Warrant been exercised
immediately prior to the happening of such event or any record date
with respect thereto. An adjustment made pursuant to this Paragraph
6.1.1 shall become effective retroactively as of the record date of
such event.
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6.1.2 In case the Company shall distribute to all holders of its
shares of Common Stock, or all holders of Common Stock shall otherwise
become entitled to receive, shares of capital stock of the Company
(other than dividends or distributions on its Common Stock referred to
in Paragraph 6.1.1 above), or rights, options, warrants or convertible
securities providing the right to subscribe for or purchase any shares
of the Company's capital stock , then in each case the number of
Warrant Shares thereafter purchasable upon the exercise of each
Warrant shall be determined by multiplying the number of Warrant
Shares theretofore purchasable upon the exercise of each Warrant, by a
fraction, of which the numerator shall be the then Market Price Per
Share of Common Stock (as determined pursuant to Section 9.2) on the
record date mentioned below in this Paragraph 6.1.3, and of which the
denominator shall be the then Market Price Per Share of Common Stock
on such record date, less the then fair value (as determined by the
Board of Directors of the Company, in good faith) of the portion of
the shares of the Company's capital stock other than Common Stock, ,
or of such rights, options, warrants or convertible securities,
distributable with respect to each share of Common Stock. Such
adjustment shall be made whenever any such distribution is made, and
shall become effective retroactively as of the record date for the
determination of shareholders entitled to receive such distribution.
6.1.3 In the event of any capital reorganization or any
reclassification of the capital stock of the Company or in case of the
consolidation or merger of the Company with another corporation (other
than a consolidation or merger in which the outstanding shares of the
Company's Common Stock are not converted into or exchanged for other
rights or interests), or in the case of any sale, transfer or other
disposition to another corporation of all or substantially all the
properties and assets of the Company, the Holder of each Warrant shall
thereafter be entitled to purchase (and it shall be a condition to the
consummation of any such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition that
appropriate provisions shall be made so that such Holder shall
thereafter be entitled to purchase) the kind and amount of shares of
stock and other securities and property (including cash) which the
Holder would have been entitled to receive had such Warrants been
exercised immediately prior to the effective date of such
reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition; and in any such case appropriate
adjustments shall be made in the application of the provisions of this
Article 6 with respect to rights and interest thereafter of the Holder
of the Warrants to the end that the provisions of this Article 6 shall
thereafter be applicable, as near as reasonably may be, in relation to
any shares or other property thereafter purchasable upon the exercise
of the Warrants. The provisions of this Paragraph 6.1.4 shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions.
6.1.4 Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant is adjusted, as provided in this Section 6.1,
the Purchase Price with respect to the Warrant Shares shall be
adjusted by multiplying such Purchase Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number
of Warrant Shares purchasable upon the exercise of each Warrant
immediately prior to such adjustment,
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and of which the denominator shall be the number of Warrant Shares so
purchasable immediately thereafter.
6.2 No adjustment in the number of Warrant Shares purchasable under
the Warrants, or in the Purchase Price with respect to the Warrant Shares,
shall be required unless such adjustment would require an increase or
decrease of at least 1% in the number of Warrant Shares issuable upon the
exercise of such Warrant, or in the Purchase Price thereof; provided,
however, that any adjustments which by reason of this Section 6.2 are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All final results of adjustments to the number of
Warrant Shares and the Purchase Price thereof shall be rounded to the
nearest one thousandth of a share of the nearest cent, as the case may be.
Anything in this Section 6 to the contrary notwithstanding, the Company
shall be entitled, but not be required, to make such changes in the number
of Warrant Shares purchasable upon the exercise of each Warrant, or in the
Purchase Price thereof, in addition to those required by such Section, as
it in its discretion shall determine to be advisable in order that any
dividend or distribution in shares of Common Stock, subdivision,
reclassification or combination of shares of Common Stock, issuance of
rights, warrants or options to purchase Common Stock, or distribution of
shares of stock other than Common Stock, evidences of indebtedness or
assets (other than distributions of cash out of retained earnings) or
convertible or exchangeable securities hereafter made by the Company to the
holders of its Common Stock shall not result in any tax to the holders of
its Common Stock or securities convertible into Common Stock.
6.3 Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant or the Purchase Price of such Warrant Shares is
adjusted, as herein provided, the Company shall mail to the Holder, as
promptly as practicable at the address of the Holder shown on the books of
the Company, a notice of such adjustment or adjustments, prepared and
signed by the Chief Financial Officer or Secretary of the Company, which
sets forth the number of Warrant Shares purchasable upon the exercise of
each Warrant and the Purchase Price of such Warrant Shares after such
adjustment, a brief statement of the facts requiring such adjustment and
the computation by which such adjustment was made.
6.4 In the event that at any time prior to the expiration of the
Warrants and prior to their exercise:
6.4.1 the Company shall declare any distribution (other than a
cash dividend or a dividend payable in securities of the Company with
respect to the Common Stock); or
6.4.2 the Company shall offer for subscription to all the holders
of the Common Stock any additional shares of stock of any class or any
other securities convertible into Common Stock or any rights to
subscribe thereto; or
6.4.3 the Company shall declare any stock split, stock dividend,
subdivision, combination, or similar distribution with respect to the
Common Stock, regardless of the effect of any such event on the
outstanding number of shares of Common Stock; or
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6.4.4 the Company shall declare a dividend, other than a dividend
payable in shares of the Company's own Common Stock; or
6.4.5 there shall be any capital change in the Company as set
forth in Paragraph 6.1.4; or
6.4.6 there shall be a voluntary or involuntary dissolution,
liquidation, or winding up of the Company (other than in connection
with a consolidation, merger, or sale of all or substantially all of
its property, assets and business as an entity);
(each such event hereinafter being referred to as a "Notification Event"), the
Company shall cause to be mailed to the Holder, not less than twenty (20) days
prior to the record date, if any, in connection with such Notification Event
(provided, however, that if there is no record date, or if twenty (20) days
prior notice is impracticable, as soon as practicable) written notice specifying
the nature of such event and the effective date of, or the date on which the
books of the Company shall close or a record shall be taken with respect to,
such event. Such notice shall also set forth facts indicating the effect of such
action (to the extent such effect may be known at the date of such notice) on
the Purchase Price and the kind and amount of the shares of stock or other
securities or property deliverable upon exercise of the Warrants. For purposes
here of, a business day shall mean any day other than a Saturday, Sunday or any
other day in which commercial banks are authorized by law to be closed in New
York, New York.
6.5 The form of Warrant Certificate need not be changed because of any
change in the Purchase Price, the number of Warrant Shares issuable upon
the exercise of a Warrant or the number of Warrants outstanding pursuant to
this Section 6, and Warrant Certificates issued before or after such change
may state the same Purchase Price, the same number of Warrants, and the
same number of Warrant Shares issuable upon exercise of Warrants as are
stated in the Warrant Certificates theretofore issued pursuant to this
Agreement. The Company may, however, at any time, in its sole discretion,
make any change in the form of Warrant Certificate that it may deem
appropriate and that does not affect the substance thereof, and any Warrant
Certificates thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in
the form as so changed.
7. CONVERSION RIGHTS
7.1 In lieu of exercise of any portion of the Warrants as provided in
Section 2.1 hereof, the Warrants represented by this Warrant Certificate
(or any portion thereof) may, at the election of the Holder, be converted
into the nearest whole number of shares of Common Stock equal to: (1) the
product of (a) the number of Warrants to be so converted, (b) the number of
shares of Common Stock then issuable upon the exercise of each Warrant and
(c) the excess, if any, of (i) the Market Price Per Share (as determined
pursuant to Section 9.2) with respect to the date of conversion over (ii)
the Purchase Price in effect on the business day next preceding the date of
conversion, divided by (2) the Market Price Per Share with respect to the
date of conversion.
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7.2 The conversion rights provided under this Section 7 may be
exercised in whole or in part and at any time and from time to time while
any Warrants remain outstanding. In order to exercise the conversion
privilege, the Holder shall surrender to the Company, at its offices, this
Warrant Certificate accompanied by a duly completed Notice of Conversion in
the form attached hereto as Exhibit B. The Warrants (or so much thereof as
shall have been surrendered for conversion) shall be deemed to have been
converted immediately prior to the close of business on the day of
surrender of such Warrant Certificate for conversion in accordance with the
foregoing provisions. As promptly as practicable on or after the conversion
date, the Company shall issue and shall deliver to the Holder (i) a
certificate or certificates representing the number of shares of Common
Stock to which the Holder shall be entitled as a result of the conversion,
and (ii) if the Warrant Certificate is being converted in part only, a new
certificate in principal amount equal to the unconverted portion of the
Warrant Certificate.
8. VOLUNTARY ADJUSTMENT BY THE COMPANY
The Company may, at its option, at any time during the term of the
Warrants, reduce the then current Purchase Price to any amount deemed
appropriate by the Board of Directors of the Company and/or extend the date of
the expiration of the Warrants.
9. FRACTIONAL SHARES AND WARRANTS; DETERMINATION OF MARKET PRICE PER SHARE
9.1 Anything contained herein to the contrary notwithstanding, the
Company shall not be required to issue any fraction of a share of Common
Stock in connection with the exercise of Warrants. Warrants may not be
exercised in such number as would result (except for the provisions of this
paragraph) in the issuance of a fraction of a share of Common Stock unless
the Holder is exercising all Warrants then owned by the Holder. In such
event, the Company shall, upon the exercise of all of such Warrants, issue
to the Holder the largest aggregate whole number of shares of Common Stock
called for thereby upon receipt of the Purchase Price for all of such
Warrants and pay a sum in cash equal to the remaining fraction of a share
of Common Stock, multiplied by its Market Price Per Share (as determined
pursuant to Section 9.2 below) as of the last business day preceding the
date on which the Warrants are presented for exercise.
9.2 As used herein, the "Market Price Per Share" with respect to any
date shall mean the closing price per share of Company's Common Stock for
the trading day immediately preceding such date. The closing price for each
such day shall be the last sale price regular way or, in case no such sale
takes place on such day, the average of the closing bid and asked prices
regular way, in either case on the principal securities exchange on which
the shares of Common Stock of the Company are listed or admitted to
trading, the last sale price, or in case no sale takes place on such day,
the average of the closing bid and asked prices of the Common Stock on the
American Stock Exchange (AMEX) or any comparable system, or if the Common
Stock is not reported on AMEX, or a comparable system, the average of the
closing bid and asked prices as furnished by two members of the National
Association of Securities Dealers, Inc. selected from time to time by the
Company for that purpose. If such bid and asked prices are not available,
then "Market Price Per
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Share" shall be equal to the fair market value of the Company's Common Stock as
determined in good faith by the Board of Directors of the Company.
10. REGISTRATION RIGHTS
10.1 The Company agrees that, at any time or times hereafter, as and
when it intends to register any of its securities under the Securities Act
, whether for is own account and/or on behalf of selling stockholders
(except in connection with an offering on Form S-8 or an offering solely
related to an acquisition or exchange on a Form S-4 or any subsequent
similar form), the Company will notify the Holder of such intention and,
upon request from the Holder, will use its reasonable best efforts to cause
the Warrant Shares designated by the Holder to be registered under the
Securities Act. The number of Warrant Shares to be included in such
offering may be reduced if and to the extent that the underwriter of
securities included in the registration statement and offered by the
Company shall be of the opinion that such inclusion would adversely affect
the marketing of the securities to be sold by the Company therein;
provided, however, that the percentage of the reduction of such Warrant
Shares shall be no greater than the percentage reduction of securities of
other selling stockholders (other than with respect to selling stockholders
holding registration rights senior to the registration rights accorded to
the Holder hereunder), as such percentage reductions are determined in the
good faith judgement of the Company. The Company will use its reasonable
best efforts to keep such registration statement current for such period of
time as is not otherwise burdensome to the Company, in no event to exceed
90 days. All obligations to register the Warrant Shares and/or to maintain
a current registration statement under this Section 10 shall expire on the
date on which all Warrant Shares may be sold pursuant to Rule 144(k) under
the Securities Act.
10.2 Any registration statement referred to in Section 10.2 hereof
shall be prepared and processed in accordance with the following terms and
conditions:
10.2.1 The Holder will cooperate in furnishing promptly to the
Company in writing any information requested by the Company in
connection with the preparation, filing and processing of such
registration statement.
10.2.2 To the extent requested by an underwriter of securities
included in the registration statement and offered by the Company, the
Holder will defer the sale of Warrant Shares for a period commencing
twenty (20) days prior and terminating one hundred twenty (120) days
after the effective date of the registration statement, provided that
any principal shareholders of the Company who also have shares
included in the registration statement will also defer their sales for
a similar period.
10.2.3 The Company will furnish to the Holder such number of
prospectuses or other documents incident to such registration as may
from time-to-time be reasonably requested, and cause its shares to be
qualified under the blue-sky laws of those states reasonably requested
by the Holder.
10.2.4 The Company will indemnify the Holder (and any officer,
director or controlling person of the Holder) and any underwriters
acting on behalf of the Holder
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against all claims, losses, expenses, damages and liabilities (or
actions in respect thereof) to which they may become subject under the
Securities Act or otherwise, arising out of or based upon any untrue
or alleged untrue statement of any material facts contained in any
registration statement filed pursuant hereto, or any document relating
thereto, including all amendments and supplements, or arising out of
or based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein contained no misleading, and will reimburse the
Holder (or such aforementioned parties) or such underwriters for any
legal and all other expenses reasonably incurred in accordance with
investigating or defending any such claim, loss, damage, liability or
action; provided, however, that the Company will not be liable where
the untrue or alleged untrue statement or omission or alleged omission
is based upon information furnished in writing to the Company by the
Holder or any underwriter obtained by the Holder expressly for use
therein, or as a result of the Holder's or any such underwriter's
failure to furnish to the Company information duly requested in
writing by counsel for the Company specifically for use therein. This
indemnity agreement shall be in addition to any other liability the
Company may have. The indemnity agreement of the Company contained in
this Paragraph 10.2.4 shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of any
indemnified party and shall survive the delivery of and payment for
the Warrant Shares.
10.2.5 The Holder will indemnify the Company (and any officer,
director or controlling person of the Company) and any underwriters
acting on behalf of the Company against all claims, losses, expenses,
damages and liabilities (or actions in respect thereof) to which they
may become subject under the Securities Act or otherwise, arising out
of or based upon any untrue or alleged untrue statement filed pursuant
hereto, or any document relating thereto, including all amendments,
and supplements, or arising out of or based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein contained
not misleading, and, will reimburse the Company (or such
aforementioned parties) or such underwriters for any legal and other
expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action; provided,
however, that the Holder will be liable as aforesaid only to the
extent that such untrue or alleged untrue statement or omission or
alleged omission is based upon information furnished in writing to the
Company by the Holder or any underwriter obtained by the Holder
expressly for use therein, or as a result of its or such underwriter's
failure to furnish the Company with information duly requested in
writing by counsel for the Company specifically for use therein. This
indemnity agreement contained in this Paragraph 10.325 shall remain
operative and in full force and effect regardless of any investigation
made by or on behalf of any indemnified party and shall survive the
delivery of and payment for the Warrant Shares.
10.2.6 Promptly after receipt by an indemnified party under this
subsection 10.2 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party, promptly notify the indemnifying party
of the commencement thereof, but the omission so to notify the
indemnifying party will not relieve it from any liability which it may
have to any indemnified party otherwise than under
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this subsection 10.2. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish jointly with any
other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party of its election so
to assume the defense thereof, the indemnifying party will not e
liable to such indemnified party under this subsection 10.2 for any
legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof, other than reasonable
costs of investigation or out-of-pocket expenses or losses or costs
incurred in collaborating the defense.
10.2.7 Except as set forth in subsection 10.2.8, the Company
shall bear all costs and expenses incident to any registration
pursuant to this Section 10.
10.2.8 The Holder shall pay any and all underwriters' discounts,
brokerage fees and transfer taxes incident to the sale of any
securities sold by such Holder pursuant to this Section 10, and shall
pay the fees and expenses of any attorneys or accountants retained by
it.
11. GOVERNING LAW
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed by its officers thereunto duly authorized and its corporate seal
to be affixed hereon, as of this 25th day of September, 2002.
NTN COMMUNICATIONS, INC.
By:
------------------------------------
Name: Stan Kinsey
Title: Chief Executive Officer
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EXHIBIT A
NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise, pursuant to Section
2 of the Warrant Certificate accompanying this Notice of Exercise, _______
Warrants of the total number of Warrants owned by the undersigned pursuant to
the accompanying Warrant Certificate, and herewith makes payment of the Purchase
Price of such shares in full.
Name of Holder
Signature
Address:
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EXHIBIT B
NOTICE OF CONVERSION
The undersigned hereby irrevocably elects to convert, pursuant to Section 7
of the Warrant Certificate accompanying this Notice of Conversion, _______
Warrants of the total number of Warrants owned by the undersigned pursuant to
the accompanying Warrant Certificate into shares of the Common Stock of the
Company (the "Shares").
The number of Shares to be received by the undersigned shall be calculated
in accordance with the provisions of Section 7.1 of the accompanying Warrant
Certificate.
Name of Holder
Signature
Address:
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