To: Rich Genik who wrote (2969 ) 8/17/2000 10:46:20 AM From: June Read Replies (1) | Respond to of 2985 Hi Rich, A couple items of interest in the 10Q: The transfer of assets to BUZZTIME failed for lack of votes. What does that say about the shareholders and who votes their proxies? I would be very pleased to see Beverage Industry Marketing Services earn the warrants. <VBG> June ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held its annual meeting of shareholders on July 31, 2000. The following matters voted upon at such meeting: 1. To elect two directors to hold office until the 2003 annual meeting of stockholders. Gary Arlen ---------- Votes In Favor .................. 30,906,571 Abstentions ..................... 147,339 Vincent A. Carrino ------------------ Votes In Favor .................. 30,906,571 Abstentions ..................... 147,339 Both Mr. Arlen and Mr. Carrino were elected to hold office until the annual meeting of stockholders in 2003 and until each respective successor is duly elected and qualified. 2. To approve the transfer and contribution of certain of the Company's assets to its wholly owned subsidiary, BUZZTIME, Inc. Votes In Favor .................. 7,660,623 Votes Against ................... 407,486 Abstentions ..................... 139,383 The proposal was not approved due to an insufficient number of votes cast with respect to the proposal. <SKIP. . . > EXERCISABLE ON OR BEFORE FEBRUARY 28, 2003 Warrant Price: $3.9375 (Three Dollars and Ninety-three and Three Quarter Cents) per share. 1. THIS IS TO CERTIFY that, for value received, Beverage Industry Marketing Services (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to 20,000 shares of the $.005 par value common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to receive certificate(s) for the Common Stock so purchased. This Warrant shall become exercisable as to: (i) one third (1/3) of the total number of shares in the event net advertising revenues resulting from advertising contracts solicited solely by Holder, in accordance with the terms and conditions of the Advertising Sales Representative Agreement, dated February 29, 2000, by and between the Company and Holder (the "Advertising Agreement"), reach $2,500,000 or more during a single calendar year; (ii) an additional one third (1/3) of the total number of shares in the event net advertising revenues resulting from advertising contracts solicited solely by Holder, in accordance with the terms and conditions of the Advertising Agreement, reach $3,500,000 or more during a single calendar year; and (iii) the final one third (1/3) of the total number of shares in the event net advertising revenues resulting from advertising contracts solicited solely by Holder, in accordance with the terms and conditions of the Advertising Agreement, reach $5,000,000 or more during a single calendar year.