Exhibit 10.1


 


BILL OF SALE, ASSIGNMENT AND ASSUMPTION
AGREEMENT


 


This Bill of Sale, Assignment
and Assumption Agreement (this “Agreement”) is made as of May 5, 2017 by and between Wantickets RDM, LLC, a
Delaware limited liability company (“Seller”), and LiveXLive Tickets, Inc., a Delaware corporation (“Buyer”).
Buyer, Seller and the other parties thereto are parties to a certain Asset Purchase Agreement dated as of even date herewith (the
“Purchase Agreement”). Capitalized terms used without definitions herein shall have the meanings ascribed to
such terms in the Purchase Agreement.


 


1.          Sale
and Assignment of Purchased Assets. Pursuant to the Purchase Agreement, concurrently herewith, Buyer is purchasing the
Purchased Assets from Seller. In accordance with and subject to the terms and conditions set forth in the Purchase Agreement, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby irrevocably sell,
assign, bargain, transfer, convey and deliver unto Buyer all of its right, title, and interest in and to the Purchased Assets.


 


2.          Assumption
of Assumed Liabilities. Pursuant to the Purchase Agreement, concurrently herewith, Buyer is assuming the Assumed Liabilities.
In accordance with and subject to the terms and conditions set forth in the Purchase Agreement, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer does hereby assume and agree to pay and otherwise perform when
due all Assumed Liabilities.


 


3.          Cooperation.
Buyer and Seller agree to cooperate with each other to execute and deliver such other documents and instruments and to do such
further acts and things as may be reasonably requested by the other to evidence, document or carry out the sale, assignment, bargain,
transfer, conveyance and delivery of the Purchased Assets and the assumption of the Assumed Liabilities and to consummate the assignments
and assumptions contemplated by this Agreement.


 


4.          Effect
of Agreement. Nothing in this Agreement shall, or shall be deemed to, modify or otherwise affect any provisions of the
Purchase Agreement or affect the rights of the parties under the Purchase Agreement. In the event of any conflict between the provisions
hereof and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall govern and control.


 


5.          Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and each party’s
respective successors and assigns.


 


6.          Governing
Law. The parties acknowledge and agree that: (i) this Agreement shall be construed and interpreted pursuant to the laws
of the State of New York in the United States of America without consideration to any conflict or choice of law provisions or principles;
(ii) any claim, demand, action, lawsuit or other proceeding arising from, or related to, this Agreement and/or its subject matter
shall be brought and determined solely in a state or federal court sitting in the County of New York in the State of New York;
and (iii) each party expressly consists to the jurisdiction of the foregoing court.


 




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7.          Counterparts.
 This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or other electronic
method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall also
deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect
of this Agreement.


 


[Signatures on Next Page]


 




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IN WITNESS WHEREOF, Seller
and Buyer have caused this Bill of Sale, Assignment and Assumption Agreement to be executed on the date first written above.


 


	 	BUYER:
	 	 
	 	LiveXLive Tickets, Inc.


 


	 	By:	/s/ Robert S. Ellin
	 	Name: 	Robert S. Ellin
	 	Title:   	Executive Chairman


 


	 	SELLER:
	 	 
	 	Wantickets RDM, LLC


 


	 	By:	/s/ Joseph Schnaier
	 	Name: 	Joseph Schnaier
	 	Title:   	President and CEO


 




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