Exhibit 10.2


 


Amendment to Amended
and Restated Registration Rights Agreement


 


This Amendment to Amended and Restated Registration
Rights Agreement (this “Amendment”) is made and entered into as of April 29, 2016, by and among EVINE Live Inc.
(formerly known as ValueVision Media, Inc.), a Minnesota corporation (together with its successors and assigns, the “Company”),
ASF Radio, L.P., a Delaware limited partnership (together with its successors and assigns, “ASF Radio”), and
NBCUniversal Media, LLC (formerly NBC Universal, Inc.), a Delaware limited liability company (together with its successors and
assigns, “NBC”). Capitalized terms used herein but not defined herein shall have the meanings given to such
terms in the Registration Rights Agreement (as herein defined).


 


RECITALS


 


WHEREAS, each of the Company, GE Capital Equity
Investments, Inc. (“GECEI”) and NBC entered into an Amended and Restated Registration Rights Agreement, dated
as of February 25, 2009 (the “Registration Rights Agreement”);


 


WHEREAS, in connection with that certain Trademark
License Agreement, dated as of November 16, 2000, between NBC and the Company (as subsequently amended), the Registration Rights
Agreement was amended to increase the aggregate number of Demand Registrations that Holders may make under the Registration Rights
Agreement from four to five;


 


WHEREAS, as of the date hereof, GECEI is transferring
to ASF Radio all of its outstanding equity interests in the Company, consisting of 3,545,049 shares of Common Stock;


 


WHEREAS, as of the date hereof, the Amended
and Restated Shareholder Agreement dated as of February 25, 2009, among the Company, GECEI and NBC is being terminated, and the
Company is entering into a new shareholder agreement with NBC; and


 


WHEREAS, the parties hereto desire to amend
the Registration Rights Agreement as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the mutual
agreements and understandings set forth herein, the parties hereto agree as follows:


 






     


     


    

 


1.Section 1 of the Registration Rights
Agreement is hereby amended by the addition of the following:


 


“ASF Restricted Parties:
Each of (i) ASF Radio, its Ultimate Parent Entity (if any), each Subsdiary of ASF Radio and each Subsidiary of its Ultimate Parent
Entity, and (ii) any Affiliate of any Person that is an ASF Restricted Party if (and only if) such Restricted Party has the right
or power (acting alone or solely with other ASF Restricted Parties) to either cause such Affiliate to comply with or prevent such
Affiliate from not complying with all of the terms of this Agreement that are applicable to ASF Restricted Parties. For purposes
of this definition, “Ultimate Parent Entity” means, with respect to any Person (the “Subject Person”),
the Person (if any) that (i) owns, directly or indirectly through one or more intermediaries, or both, shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of directors or other managers of the Subject Person
and (ii) is not itself a Subsidiary of any other Person or is a natural person; “Subsidiary” shall mean, as to any
Person, a corporation, partnership, limited liability company, joint venture or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, directly or indirectly through one or more intermediaries (including, without
limitation, other Subsidiaries), or both, by such Person; “Affiliate” means, with respect to any Person, any other
Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; “Person”
means an individual, corporation, unincorporated association, partnership, group (as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended), trust, joint stock company, joint venture, business trust or unincorporated organization, limited
liability company, any governmental entity or any other entity of whatever nature; and “control” (including its correlative
meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise).


 


2.The definition of “Restricted
Parties” in Section 1 of the Registration Rights Agreement is hereby deleted and replaced in its entirety with the following
definition:


 


“Restricted Parties”: (i)
when in the context of ASF Radio, the ASF Restricted Parties; and (ii) when in the context of NBC, as defined in the Shareholder
Agreement.


 


3.The definition of “Shareholder
Agreement” in Section 1 of the Registration Rights Agreement is hereby deleted and replaced in its entirety with the following
definition:


 


“Shareholder Agreement”:
The Shareholder Agreement, dated as of April 29, 2016, between the Company and NBC, as such agreement may be amended, supplemented
or otherwise modified from time to time.


 






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4.The first sentence of Section 2(a)
of the Registration Rights Agreement is hereby amended to read as follows:


 


Subject to the terms and conditions of
the Shareholder Agreement, at any time and from time to time, subject to the conditions set forth in this Agreement, one or more
Holders will have the right, by written notice delivered to the Company (a “Demand Notice”), to require the Company
to register Registrable Securities under and in accordance with the provisions of the Securities Act (a “Demand Registration”);
provided that (i) ASF Radio and the ASF Restricted Parties may not make in the aggregate more than two (2) Demand Registrations
under this Agreement and (ii) NBC and the Restricted Parties under its Shareholder Agreement may not make in the aggregate more
than three (3) Demand Registrations under this Agreement; provided, further, that: (A) no such Demand Registration may be required
unless the Holders requesting such Demand Registration provide to the Company a certificate (the “Authorizing Certificate”),
seeking to include at least two million (2,000,000) shares of Registrable Securities in such Demand Registration as of the date
the Demand Notice is given; and (B) no Demand Notice may be given prior to six (6) months after the effective date of the immediately
preceding Demand Registration or, if later, the date on which a registration pursuant to this Section 2 is terminated in its entirety
prior to the effective date of the applicable registration statement.


 


5.The last sentence of Section 2(c)
of the Registration Rights Agreement is hereby amended to read as follows:


 


In the event of a reduction in the number
of Registrable Securities to be included in a Demand Registration pursuant to the preceding sentence, the Registrable Securities
to be so included shall be allocated among all Holders requesting inclusion of Registrable Securities therein on the basis of the
amount of Registrable Securities requested to be included therein by each such Holder, without priority for the Holder or Holders
initiating such Demand Registration.


 






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6.The notice addresses in Section 9(c)
of the Registration Rights Agreement are hereby amended to read as follows:


 


	If to the Company:	EVINE Live Inc.

6740 Shady Oak Road

Eden Prairie, MN 55344-3433

Attention:  General Counsel
	 	 
	With copies (which shall not constitute notice) to:	
        Davis & Gilbert LLP

        1740 Broadway

        New York, NY 10019

        Attention: Brad Schwartzberg

         

	If to ASF Radio:	ASF Radio, L.P.

c/o ASF Radio GP, LLC

1370 Avenue of the Americas, 22nd Floor

New York, NY  10019

Attention:  Mark Benedetti
	 	 
	With a copy (which shall not constitute notice) to:	Proskauer Rose LLP

110 Bishopsgate

London

EC2N 4AY

United Kingdom

Attention: Bruno Bertrand-Delfau
	 	 
	If to NBC:	NBCUniversal Media, LLC

30 Rockefeller Plaza

New York, New York 10112

Attention:  Chief Financial Officer
	 	 
	With copies (which shall not constitute notice) to:	NBCUniversal Media, LLC

30 Rockefeller Plaza

New York, New York 10112

Attention:  General Counsel
	 	 
	 	
        and

         

        Comcast Corporation

        One Comcast Center

        1701 John F. Kennedy Blvd.

        Philadelphia, PA 19103

        Attention: General Counsel

         



7.Except as specifically amended hereby,
the Registration Rights Agreement shall continue in full force and effect as originally constituted and is ratified and affirmed
by the parties hereto. The provisions of this Amendment may not be amended, modified or supplemented without the prior written
consent of the parties hereto.


 


8.This Amendment may be executed in
any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to
be an original and all of which taken together will constitute one and the same instrument.


 


9.This Amendment will be governed by
and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State
of New York, without regard to principles of conflict of laws.


 


[Remainder of Page Intentionally
Left Blank]


 






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IN WITNESS WHEREOF, the parties have executed
this Amendment to Amended and Restated Registration Rights Agreement as of the date first written above.


 


 


 





	 	EVINE LIVE INC. 
	 	 
	 	 
	 	By: /s/ Damon Schramm
	 	Name:  Damon Schramm
	 	Title:  SVP – General Counsel
	 	 
	 	 
	 	ASF RADIO, L.P.
	 	 
	 	 
	 	By: /s/ Michael Fellmann
	 	Name:  Michael Fellmann
	 	Title:  Secretary
	 	 
	 	 
	 	NBCUNIVERSAL MEDIA, LLC
	 	 
	 	 
	 	By: /s/ Robert Eatroff
	 	Name:  Robert Eatroff
	 	Title:  Executive Vice President







 






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