ASSET PURCHASE AGREEMENT

Exhibit 2.2

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ( “Agreement” ) is entered into as of October 25, 2007, by ESP Systems, LLC., a North Carolina limited liability company ( “Buyer” ), NTN Buzztime, Inc., a Delaware corporation ( “Parent”) , and NTN Software Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ( “Seller”, and collectively with Parent, “Sellers” ).

STATEMENT OF PURPOSE

Buyer has agreed to purchase from Seller, and Seller has agreed to sell to Buyer, the Purchased Assets for the consideration and on the terms and subject to the conditions set forth in this Agreement.

ARTICLE I

DEFINITIONS

“Acquisition Proposal” is defined in Section 6.3.

“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. The term “control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, by contract or otherwise or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.

“Agreement” is defined in the opening paragraph.

“Assumed Liabilities” is defined in Section 2.2.

“Bill of Sale” is defined in Section 7.1(a)(i).

“Business Day” means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by law to be closed in Charlotte, North Carolina.

“Buyer” is defined in the opening paragraph.

“Closing” is defined in Section 2.5.

“Closing Date” is defined in Section 2.5.

“Confidential Information” means information concerning the Purchased Assets, including information relating to manufacturing and production processes and techniques, processes and business methods, technical information, pending projects and proposals, research and development projects, inventions, discoveries, ideas, technologies, trade secrets, know-how, formulae, technical data, designs, patterns, marks, names, improvements, industrial designs, mask works, compositions, works of authorship and other Intellectual Property, devices, samples, plans, drawings and specifications, photographs and digital images, computer software and programming, all other confidential information and materials relating to the Purchased Assets, and all notes, analyses, compilations, studies, summaries, reports, manuals, documents and other materials prepared by or for Seller containing or based in whole or in part on any of the foregoing, whether in verbal, written, graphic, electronic or any other form and whether or not conceived, developed or prepared in whole or in part by Seller.

“Consent” means any consent, approval, authorization, permission or waiver.

“Contract” means any contract, obligation, understanding, commitment, privacy policy, lease, license, purchase order, bid or other agreement, whether written or oral or whether express or implied, together with all amendments and other modifications thereto.

“Customer Contracts” is defined in Section 4.7(a)(i).

“Development Tools” is defined in Section 4.4(a)(iii).

“Encumbrance” means any lien, mortgage, pledge, encumbrance, charge, security interest, adverse or other claim, community property interest, condition, equitable interest, option, warrant, right of first refusal, easement, profit, license, servitude, right of way, covenant, zoning or other restriction of any kind or nature.

“Excluded Liabilities” is defined in Section 2.3.

“Governmental Body” means any federal, state, local, foreign or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing.

“Indemnified Party” is defined in Section 10.4.

“Indemnifying Party” is defined in Section 10.4.

“Intellectual Property” means any or all of the following in any jurisdiction: (a) all Proprietary Software; (b) all patents and applications therefore and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like statutory rights; (c) all trademarks, service marks and trade names, together with the goodwill of the business, and all applications and registrations associated therewith; (d) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, processes, formulae, technology, technical information, data, engineering procedures and all documentation relating to any of the foregoing; (e) all works of authorship (whether copyrightable or not), copyrights, copyright registrations and pending copyright registration applications and mask works, and all other rights corresponding thereto; (f) all software; (g) all databases and data collections and all rights therein; (h) any similar or equivalent rights to any of the foregoing; (i) all moral and similar rights of approval or attribution; and (j) claims, causes of action or defenses relating to the enforcement of any of the foregoing.

“Knowledge” means (a) actual knowledge or (b) knowledge that would be expected to be obtained after a reasonably comprehensive investigation concerning the matter at issue. Sellers will be deemed to have Knowledge of a matter if any Affiliate of such Person or any employee of such Person with responsibility for such matter has, or at any time had, Knowledge of such matter.

“Law” means any federal, state, local, foreign or other law, statute, ordinance, regulation, rule, regulatory or administrative guidance, Order, constitution, treaty, principle of common law or other restriction of any Governmental Body.

“Liability” or “Liabilities” means any liability, obligation or commitment of any kind or nature, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due.

“Loss” means any loss, claim, demand, Order, damage, penalty, fine, cost (including any opportunity cost), settlement payment, Liability, tax, Encumbrance, diminution of value, expense, fee, court costs or attorneys’ fees and expenses.

“Material Adverse Effect” means any material adverse effect on the Purchased Assets.

“Modified Customer Contract” is defined in Section 4.7(a)(ii).

“Non-Transferred Intellectual Property Contracts” are set forth on Schedule 1.

“Order” means any order, award, decision, injunction, judgment, ruling, decree, charge, writ, subpoena or verdict entered, issued, made or rendered by any Governmental Body or arbitrator.

“Organizational Documents” means (a) the certificate or articles of incorporation and the bylaws, (b) any documents comparable to those described in clause (a) as may be applicable pursuant to any Law and (c) any amendment or modification to any of the foregoing.

“Parent” is defined in opening paragraph.

“Party” means Buyer, Seller and Parent.

“Person” means any individual, corporation, limited liability company, partnership, company, sole proprietorship, joint venture, trust, estate, association, organization, labor union, Governmental Body or other entity.

“Proceeding” means any proceeding, charge, complaint, claim, demand, notice, action, suit, litigation, hearing, audit, investigation, arbitration or mediation (in each case, whether civil, criminal, administrative, investigative or informal) commenced, conducted, heard or pending by or before any Governmental Body, arbitrator or mediator.

“Proprietary Information Agreements” means any agreement with any current or former employee, consultant, or contractor regarding the appropriation or the non-disclosure of any Seller Intellectual Property or otherwise relating to Seller Intellectual Property.

“Proprietary Software” means all data files, source and object codes, user interfaces, manuals, programming notes and instructions, databases and other specifications and documentation used in connection with the ProHost Seating and ProHost Reservation software products and all customized versions and upgrades and modifications thereof and as set forth on Schedule 1 .

“Purchase Price” is defined in Section 2.4.

“Purchased Assets” means all Seller Intellectual Property, Seller Hardware and all Seller’s rights under Proprietary Information Agreements to the extent such rights relate to the ProHost Seating or ProHost Reservation products, but except as qualified by the accompanying Schedules which are incorporated herein.

“Representative” means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

“Seller” is defined in the opening paragraph.

“Seller Contracts” is defined in Section 4.7(a).

“Seller Hardware” means all hardware (including computers, network hardware, POS terminals, paging system transmitters, guest pagers and other Seller hardware) used by Seller in connection with the development (including testing) of the ProHost Seating or ProHost Reservation products and as set forth on Schedule 1 .

“Seller Intellectual Property” means all Intellectual Property relating to the ProHost Seating or ProHost Reservation products and as set forth on Schedule 1 , but except as qualified by the schedules to this Agreement, which are expressly incorporated herein.

“Third-Party Claim” is defined in Section 10.4.

“Transactions” means the transactions contemplated by the Transaction Documents.

“Transaction Documents” means this Agreement, the Bill of Sale and all other written agreements, documents and certificates contemplated by any of the foregoing documents.

“Transferred Intellectual Property Contracts” are set forth on Schedule 1.

ARTICLE II

SALE AND PURCHASE OF ASSETS

2.1 Sale and Purchase of Assets . Subject to the terms and conditions of this Agreement, Seller will sell, assign, transfer and convey to Buyer, and Buyer will purchase, acquire and accept from Seller, free and clear of all Encumbrances, all of Seller’s rights, title and interest in the Purchased Assets.

2.2 Assumed Liabilities . Buyer will assume and agree to pay, perform and discharge only (a) Liabilities to be performed after the Closing Date under any Transferred Intellectual Property Contract and (b) Liabilities arising after the Closing through Buyer’s use and operation of the Purchased Assets; provided , however , that such Liabilities will only be assumed to the extent that all benefits under such Purchased Assets are transferred to Buyer pursuant to this Agreement and the existence of such Liabilities does not constitute a breach of the representations and warranties of Seller set forth in this Agreement or in such Purchased Assets (collectively, the “Assumed Liabilities” ).

2.3 Excluded Liabilities . The Excluded Liabilities will remain the sole responsibility of and will be retained, paid, performed and discharged as and when due solely by Seller. “Excluded Liabilities” means every Liability of Seller, other than the Assumed Liabilities, including:

(a) All Liabilities of Seller under any Transaction Document;

(b) All Liabilities under Contracts other than the Transferred Intellectual Property Contracts;

(c) All Liabilities arising prior to the Closing through Seller’s use and operation the Purchased Assets; and

(d) All other Liabilities of Seller.

2.4 Purchase Price . The purchase price for the Purchased Assets (the “Purchase Price” ) will be $215,000.00 in cash.

2.5 Closing . The closing of the Transactions to be performed on the Closing Date (the “Closing” ) will take place at the offices of Kennedy Covington Lobdell & Hickman, L.L.P. in Charlotte, North Carolina, commencing at 6:00 p.m. local time on the later of (a) October 25, 2007, or (b) the second Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transactions to be performed on the Closing Date (other than conditions with respect to actions the Parties will take at the Closing) or such other date as Buyer and Seller may mutually determine (the “Closing Date” ). Subject to the consummation of the Closing on the Closing Date, the sale, assignment, transfer and conveyance to Buyer of the Purchased Assets will be deemed effective as of 11:59 p.m. local time on the Closing Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES REGARDING PARENT

Parent represents and warrants as follows:

3.1 Organization and Authority. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent has full power, authority and legal capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by Parent of each Transaction Document to which it is a party and the performance by Parent of the Transactions has been duly approved by its board of directors, and no other action on the part of Parent is necessary to authorize the execution and delivery by Parent of this Agreement and each such other Transaction Document or the consummation of the Transactions. This Agreement and each Transaction Document to which Parent is a party constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with the terms of such Transaction Document.

3.2 Share Ownership . Parent owns of record and beneficially all of the outstanding stock of Seller.

3.2 No Conflicts. Neither the execution and delivery of this Agreement nor the performance of the Transactions will, directly or indirectly, with or without notice or lapse of time: (a) violate any Law to which Parent is subject; (b) violate any Organizational Document of Parent; or (c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Contract to which Parent is a party or by which Parent is bound or the performance of which is guaranteed by Parent. Parent is not required to notify, make any filing with, or obtain any Consent of any Person in order to perform the Transactions.

3.4 Litigation . There is no Proceeding pending or, to the Knowledge of Parent, threatened or anticipated against Parent relating to or affecting the Transactions.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING SELLER

Sellers, jointly and severally, represent and warrant as follows:

4.1 Organization and Authority . Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full power, authority and legal capacity to execute and deliver the Transaction Documents to which Seller is a party and to perform Seller’s

obligations thereunder. The execution and delivery by Seller of each Transaction Document to which it is a party and the performance by Seller of the Transactions have been duly approved, if required, by the board of directors or comparable governing body of Seller and, if required, by the equity holders of Seller. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with the terms of this Agreement. Upon the execution and delivery by Seller of each Transaction Document to which Seller is a party, such Transaction Document will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with the terms of such Transaction Document.

4.2 No Conflicts . Neither the execution and delivery of this Agreement nor the performance of the Transactions will, directly or indirectly, with or without notice or lapse of time: (a) violate any Law to which Seller is subject; (b) violate any Organizational Document of Seller; or (c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Contract to which Seller is a party or by which Seller is bound (including Seller Contracts) or the performance of which is guaranteed by Seller; (d) cause Buyer to have any Liability for any tax; or (e) result in the imposition of any Encumbrance upon any Purchased Asset. Seller is not required to notify, make any filing with, or obtain any Consent of any Person in order to perform the Transactions.

4.3 Litigation . Except as set forth on Schedule 4.3 , there is no Proceeding pending or, to the Knowledge of Seller, threatened or anticipated against Sellers relating to or affecting (a) the Purchased Assets or (b) the Transactions.

4.4 Intellectual Property .

(a) Schedule 1 sets forth a complete and accurate list of the Seller Intellectual Property including:

(i) All Intellectual Property used, held for use or tangibly proposed to be used as of the Closing by Seller in the current business operations of ProHost Seating or ProHost Reservation (including Proprietary Software and all related documentation);

(ii) All written licenses, sublicenses and other Contracts under which Seller has rights in any Intellectual Property used with the ProHost Seating or ProHost Reservation products or systems ( “Transferred Intellectual Property Contracts” and “Non-Transferred Intellectual Property Contracts”) ;

(iii) All existing development environments (including any third party software tools and hardware currently used to make changes to the source code of the Proprietary Software and generate executables for field deployment), existing test environments (including any third party software tools, simulators, emulators and regression test packages), document management tools and code management tools( “Development Tools” );

(iv) Each registered trademark and service mark and each trade name or unregistered trademark or service mark used in connection with the ProHost Seating or ProHost Reservation products and systems; and

(v) All applications and registrations for Intellectual Property that relate to the ProHost Seating or ProHost Reservation products and systems, worldwide.

The Seller Intellectual Property set forth on Schedule 1 includes all of the Intellectual Property assets necessary to operate the ProHost Seating or ProHost Reservation business as it is presently conducted. Buyer acknowledges this representation will be qualified by the exceptions contained in each of the schedules related to this Section 4.4.

(b) Except as disclosed on Schedule 4.4(b) , Seller owns and possesses full, legally enforceable rights to use, sell, transfer and assign all Seller Intellectual Property, in each case, free and clear of conditions, adverse claims or other restrictions or any requirement of any past, present or future royalty payments.

(c) Seller has a practice to secure valid written assignments from all consultants and employees who contribute or have contributed to the creation or development of Seller Intellectual Property (including all Proprietary Software) of the rights to such contributions that Seller does not already own by operation of law.

(d) Except as set forth on Schedule 4.4(d) , Seller has taken all reasonable and appropriate steps to protect and preserve the confidentiality of all of the trade secrets that comprise any part of Seller Intellectual Property, and there are no unauthorized uses, disclosures or infringements of any such trade secrets; any use by, and disclosure to, with Seller’s Knowledge, any Person of trade secrets that comprise any part of Seller Intellectual Property has been pursuant to the terms of a written agreement with such Person; any use by Seller, with Seller’s Knowledge, of trade secrets owned by another Person has been pursuant to the terms of a written agreement with such Person or is otherwise lawful; and, to the Knowledge of Seller, no trade secrets of Seller have been used, divulged or appropriated for the benefit of any Person other than Seller or otherwise to the detriment of Seller.

(e) There is not pending in any forum (or, to the Knowledge of Seller, threatened) any action, suit or proceeding: (i) challenging the validity, enforceability, ownership, scope or effectiveness of, or contesting Seller’s rights with respect to, any Seller Intellectual Property, (ii) challenging Seller’s rights to use any Intellectual Property or the enforceability of any agreements or arrangements relating thereto, or (iii) asserting that Seller’s use or exploitation of any Intellectual Property infringes upon, misappropriates, violates or conflicts in any way with the rights (including, without limitation, rights in Intellectual Property, rights of privacy, rights of publicity and rights in personal and other data) of any Person; and, in each case, there are not grounds for any such assertion or claim.

(f) Except as disclosed in Schedule 4.4(f) , Seller is not and has not been a party to any suit, action or proceeding which involves a claim of infringement, breach or misappropriation of any Intellectual Property of any Person and has not brought any action, suit or proceeding against any Person for infringement or misappropriation of, or breach of any license or agreement involving, any Seller Intellectual Property.

(g) Neither Seller Intellectual Property nor the use or other exploitation thereof by Seller (or any consultant, contractor or employee of Seller who contributes to or has contributed to or participated in the creation or development of Seller Intellectual Property) infringes on, misappropriates, breaches or violates the rights in Intellectual Property or any other rights of any Person.

(h) Except as disclosed on Schedule 4.4(h) , Seller has not given or received any notice of default or any event which with the lapse of time would constitute a default under any agreement relating to Seller Intellectual Property; neither Seller nor, to the Knowledge of Seller, any other party is currently in default with regard to any agreement relating to Seller Intellectual Property, and there exists no condition or event which, with the giving of notice or the lapse of time or both, would constitute a default by Seller under any agreement relating to Seller Intellectual Property, or would give any Person any rights of termination, cancellation, acceleration of any performance under any such agreement.

(i) Except as disclosed on Schedule 4.4(i) , to Seller’s Knowledge, there are no unauthorized uses, disclosures, infringements, or misappropriations by any Person of any Seller Intellectual Property. Except as set forth on Schedule 4.4(i) , Seller has not entered into (i) any agreement to indemnify any other Person against any charge of infringement, breach or misappropriation of any Person’s rights in Intellectual Property or (ii) any agreement granting any Person the right to bring infringement or misappropriation actions with respect to, or otherwise to enforce rights with respect to, any Seller Intellectual Property.

(j) Except as disclosed on Schedule 4.4(j) , no Person other than Seller possesses any current or contingent rights to, or otherwise uses, any computer software source code that is part of Seller Intellectual Property (including, without limitation, through any escrow account).

(k) There are no material errors in any documentation of such Proprietary Software related to, associated with or used or produced in the development, maintenance or marketing of such Proprietary Software. All Proprietary Software contained within Seller Intellectual Property performs in all material respects in accordance with the specifications included therein or applicable thereto.

4.5 Title to and Sufficiency of Purchased Assets . Except as set forth on Schedule 4.5 , the Seller has good and marketable title