Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made as of November 16, 2020 and effective as of November 30, 2020 (the “Effective
Date”), by and between LiveXLive Media, Inc., a Delaware corporation (the “Company”), and Michael
Quartieri (“Executive”). The Company and Executive sometimes are referred to herein collectively as the “Parties”
and each individually as a “Party”.


 


For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive, intending to be legally
bound, agree as follows:


 


1. Employment.
On the terms and subject to the conditions contained herein, the Company hereby employs Executive, and Executive accepts such employment
with the Company.


 


2. Term. This
Agreement is effective as of the Effective Date. The Company agrees to employ Executive in accordance herewith during the period
starting on the Effective Date and ending on and inclusive of the date two (2) years thereafter (i.e., November 30, 2022), subject
to any earlier termination of Executive’s employment hereunder pursuant to Section 7. The period starting on the Effective
Date and ending on and inclusive of the date two (2) years thereafter, regardless of any termination of Executive’s employment
hereunder, is referred to herein as the “Term”. The period starting on the Effective Date and ending on and
inclusive of the earlier of (a) the date two (2) years thereafter, and (b) the Termination Date (as defined in Section 8.1)
is referred to herein as the “Employment Period”. At least sixty (60) days prior to the 2nd anniversary
of the Effective Date, the Company and Executive shall begin to negotiate, in good faith, the terms of a renewal of this Agreement.


 


3. Position
and Duties. The Company agrees that during the Employment Period:


 


3.1 Title;
Reporting. The Company will employ Executive as Executive Vice President, Chief Financial Officer and Secretary of the Company.
Executive will report directly (a) to Rob Ellin at any time that Rob Ellin is serving as the Chief Executive Officer (the “CEO”)
or Chairman of the board of directors of the Company (the “Chairman” and the “Board,” respectively),
or (b) to the Chief Executive Officer or President at any time that Rob Ellin is neither the Chief Executive Officer nor Chairman.
Executive shall also report to the Board. In addition, Executive shall also assume the positions of the Chief Financial Officer
and Secretary of Slacker, Inc., the Company’s wholly owned subsidiary (“Slacker”), and report to the Chief
Executive Officer and the Chairman of Slacker.


 






     


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3.2 Duties.
During the Term of this Agreement, Executive shall perform all duties reasonably required of Executive in furtherance of Executive’s
position as it relates to the Company’s business and the business of all of the Company’s Affiliates (as defined in
Section 9.5(a)) (the Company, together with all of its Affiliates, are referred to herein collectively as the “Company
Group”). All duties assigned to Executive hereunder shall be consistent with the scope and dignity of his position. It
is currently contemplated that such duties shall include, without limitation, (a) actively participating in all financial matters
relating to the Company Group, as well as actively participating in all mergers, acquisitions and financing transactions (including
private and public offerings), and (b) advising the Chief Executive Officer, President and the Chairman of the Company and the
Chief Executive Officer, President and the Chairman of Slacker and actively participating in (i) any and all Company Group financial
matters, (ii) preparation of Company Group registration statements and other filings with the United States Securities and Exchange
Commission and Nasdaq (including all matters relating to the Company’s proxy and information statements and annual and special
meetings), (iii) all matters related to the Company Group’s status in the capital markets, and (vi) all other financial matters
that the Company may reasonably request, including those services that are customarily performed by a person holding the title
of Chief Financial Officer. Executive shall attend and participate in meetings with Company Group management, bankers, underwriters,
attorneys and prospective investors under the direction of the Chairman and/or the Chief Executive Officer of the Company. Executive
shall actively participate in the preparation and review of general financial strategy and related materials. Except as set forth
in Section 4, below, Executive shall diligently and faithfully devote his entire working time, energy and skill to the promotion
and furtherance of Company’s business interests and to the performance of Executive’s duties under this Agreement.
The services to be rendered by Executive hereunder for Company shall include members of the Company Group.


 


3.3 Location.
Executive’s principal place of business will be the Company’s principal executive offices located in the metropolitan
Los Angeles, California area. As a condition of his employment hereunder, Executive agrees to promptly relocate to Los Angeles,
California area if the CEO or the Board deem such relocation to be necessary to meet the Company’s business needs. In addition,
the CEO shall work in person from the Company’s principal place of business at the time that the Company’s other senior
executive officers (other than CEO and President) are expected to work from the Company’s principal place of business.


 


3.4 Confidentiality,
Non-Interference and Invention Assignment. As a condition of employment, Executive shall execute and comply with the Confidentiality,
Non-Interference and Invention Assignment Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”).


 


4. Services.
During the Employment Period, Executive shall devote substantially all of Executive’s working time, attention, and efforts
to the Company, excluding any periods for illness, incapacity, and vacations, subject to the policies established by the Compensation
Committee, except as otherwise specifically provided herein. Notwithstanding the immediately preceding sentence or anything to
the contrary contained herein, during the Employment Period Executive is permitted (a) to serve on the boards of directors, the
boards of trustees, or any similar governing bodies, of any corporations or other business entities, of any charitable, educational,
religious, or public service organizations, or of any trade associations, (b) to engage in charitable activities and community
affairs, (c) to engage in venture investing, and (d) to manage Executive’s personal investments, in each case so long as
such activities are disclosed to the Board, do not compete with the business of the Company Group, and do not interfere with Executive’s
performance of this Agreement which shall take first priority over all other such activities as determined in the reasonable discretion
of the Board. The Company hereby acknowledges and agrees that all such activities conducted by Executive as of the Effective Date
(including all boards of directors on which Executive serves as of the Effective Date) which are listed in Schedule A to
the Agreement, do not interfere with Executive’s performance of this Agreement and do not compete with the business of the
Company.


 






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5. Compensation


 


5.1 Base
Salary. During the Employment Period, the Company shall pay to Executive a cash base salary of $400,000 per annum. During the
Employment Period the Board (or the Compensation Committee) shall review Executive’s annual cash base salary not less frequently
than on an annual basis and may increase (but not decrease, including as it may be increased from time to time) such base salary.
Executive’s annual cash base salary, as it may be increased from time to time, is referred to herein as the “Base
Salary.” The Company shall pay the Base Salary to Executive in accordance with the Company’s generally applicable
payroll practices for senior executive officers, but not less frequently than in equal monthly installments.


 


5.2 Annual
Performance Bonus. In addition to the Base Salary, Executive is eligible to earn an annual fiscal year performance bonus payable
in cash or equity (a “Performance Bonus”) for each whole or partial fiscal year of the Employment Period in
accordance with the Company’s annual bonus plan applicable to the Company’s senior executives (other than CEO and President)
(the “Annual Plan”), all as determined by the Board or Compensation Committee in its sole and absolute discretion.
The fiscal year, as of the Effective Date, is April 1 to March 31). Executive’s “target” Performance Bonus shall
be one hundred percent (100%) of Executive’s average annualized Base Salary during the fiscal year for which the Performance
Bonus is earned. Executive’s “target” Performance Bonus is referred to herein as the “Target Bonus.”


 


The Company agrees that
the performance objectives established under the Annual Plan for Executive will be no less favorable in the aggregate to Executive
than the objectives established and used under the Annual Plan to determine the amount of the annual cash bonus payable to other
similarly situated senior executive officers of the Company Group who participate in the Annual Plan (other than CEO and President).
Except as otherwise provided herein: (i) depending on such performance in any particular whole or partial fiscal year, and on the
criteria set forth in the Annual Plan, the actual amount of the Performance Bonus for that fiscal year may be less than, equal
to, or greater than the Target Bonus; (ii) the Company shall pay each cash Performance Bonus to Executive at the same time that
annual cash bonuses are paid to the other senior executive officers of the Company Group (other than CEO and President), but in
no event later than the fifteenth (15th) day of the fourth month following the end of the applicable fiscal year for
which the cash Performance Bonus is earned; and (iii) except as provided in Section 8, Executive shall not be entitled to receive
any Performance Bonus if Executive is not employed on the date on which annual cash bonuses for the applicable fiscal year are
paid (or are payable in accordance with this Section 5.2), provided, that, if Executive’s employment shall end at
the end of the Term (other than as provided in Section 8.3), the Performance Bonus, if any, for the last fiscal year of the Term
(A) shall be prorated based on the ratio of (x) the total number of calendar days elapsed in such fiscal year through and inclusive
of the date on which the Term ends, to (y) the total number of calendar days in that fiscal year, and (B) shall be payable as if
the Executive was employed on the date on which annual cash bonuses for the applicable fiscal year are paid (or are payable in
accordance with this Section 5.2).


 






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5.3 Initial
Equity Grant. In addition to any other equity-based compensation or equity awards the Company or any other member of the Company
Group grants to Executive on or after the Effective Date, the Company shall grant to Executive, as soon as practicable following
the Effective Date, under the Company’s 2016 Equity Incentive Plan (as amended, the “Plan”) five hundred
thousand (500,000) restricted stock units (the “RSUs”). The RSUs grant will be evidenced by the Company’s
standard form Restricted Stock Units Agreement that will specify such other terms and conditions as the Board, in its sole discretion,
will determine in accordance with the terms and conditions of the Plan, including all terms, conditions and restrictions related
to the grant and the form of payout, which, subject to Section 9(d) of the Plan, may be left to the discretion of the Board. (i)
Fifty percent (50%) of the RSUs (the “First RSUs Tranche”) shall vest during the first open trading window under
the Company’s Insider Trading Policy which occurs after the 1st anniversary of the Effective Date (anticipated
to be on or about November 16, 2021) (the “Initial Vesting Date”) and (ii) the remaining fifty percent (50%)
of the RSUs (the “Second RSUs Tranche”) shall vest upon each of the first four (4) quarterly anniversaries of
the Initial Vesting Date with the last fourth (4th) vesting date being the two-year anniversary of the Effective Date
(each, a “Subsequent Vesting Date” and together with the Initial Vesting Date, each a “Vesting Date”),
subject to Executive’s continued employment with the Company, and this Agreement being in effect, through the applicable
Vesting Date. Each vested RSU shall be settled by delivery to Executive of one share of Common Stock on the first to occur of:
(i) the date of a Change of Control, (ii) promptly after the applicable Vesting Date, (iii) the date of Executive’s death,
and (iv) the date of Executive’s Disability (as defined below) (in any case, the “Settlement Date”). Notwithstanding
the foregoing or anything herein to the contrary, if you remain employed through the date of a Change of Control (as defined below),
all then-unvested RSUs shall vest in full effective immediately prior to such Change of Control; provided, that in the event a
Change of Control occurs as a result of a consummation of a transaction described on Exhibit D attached hereto, only 50%
of then-unvested RSUs shall vest in full effective immediately prior to such Change of Control. Upon the Settlement Date, Executive
shall be entitled, at his discretion and to the extent permitted by applicable law, to satisfy his tax obligations arising in connection
with the settlement of his RSUs through the sale by Executive in the open market of a number of shares of Common Stock underlying
the RSUs up to the maximum applicable withholding rate solely to satisfy the Executive’s tax obligations arising as a result
of the vesting of the vested RSUs. As permitted by law and subject to any required consents and applicable lock-up requirements,
on each Settlement Date, the Company shall use its commercially reasonable efforts to settle a number of vested RSUs sufficient
to cover Executive’s employment tax obligation arising in connection with the settlement of his vested RSUs in the open market
transactions pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-234619) (the “S-8”),
filed with the SEC on November 12, 2019 (or such other amendment or successor Form S-8 filed by the Company, if any) (the “S-8
Settlement”), provided, that such S-8 is then effective. By signing this Agreement, Executive acknowledges receipt and
understands the terms of the Company’s Insider Trading Policy.


 


● “Change
of Control” shall have the meaning provided in the 2016 EIP, except that (i) for purposes of determining whether a Change
of Control has occurred under this Agreement, the acquisition of additional shares of Common Stock and/or convertible or voting
securities by Robert Ellin and/or his Affiliates resulting in him and/or his Affiliates having from time to time Beneficial Ownership
(as such term is defined in the Exchange Act) of more (or subsequently less) than 50% of the total voting power of the stock of
the Company will not be considered a Change of Control, and (ii) for purposes of the RSUs (and any other amounts payable on a
Change of Control that constitute “nonqualified deferred compensation” within the meaning of Section 409A), a Change
of Control shall only be deemed to occur if such transaction also constitutes a “change of control event” within the
meaning of Section 409A.


 






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● “Disability”
shall have the meaning provided in Section 7.3 below, except that for purposes of the RSUs (and any other amounts payable on a
Disability that constitute “nonqualified deferred compensation” within the meaning of the 409A Rules), a Disability
shall only exist if you are “disabled” within the meaning of the 409A Rules.


 


5.4 Tax
Withholding. The Company may withhold from any amounts payable hereunder, including any amounts payable pursuant to this Article
5 or pursuant to Article 8, any applicable federal, state, and local taxes that the Company is required withhold pursuant
to any applicable law.


 


6. Benefits;
Perquisites; Expenses


 


6.1 Benefits.
Except as otherwise agreed to by the Executive or elected by the Executive in any applicable voluntary election materials, Executive
shall be eligible to participate in and shall receive all or comparable benefits under all welfare plans, pension plans, fringe
benefit plans, other benefit plans, and all other arrangements, plans, policies, and programs in each case (w) that the Company
makes available generally to the senior executives of the Company (other than CEO and President) or of any other member of the
Company Group, (x) that are sponsored or maintained by any member of the Company Group or to which any member of the Company Group
contributes, (y) on a basis no less favorable than the basis as such arrangements, plans, policies, and programs are applicable
or made available to the other senior executives of any member of the Company Group (other than CEO and President), and (z) whether
now existing or established hereafter, including (a) all accidental death, business travel insurance, death benefits, dental, disability
(including short-term disability and long-term disability), flexible spending accounts, health, hospitalization, life insurance,
long term care, medical, prescription drug, salary continuation, sickness, surgical, vacation, vision, welfare, wellness, and similar
arrangements, plans, policies, or programs, and (b) all change in control, deferred compensation, deferred stock unit, executive
compensation, incentive (or other) bonus (whether short-term, long-term, or otherwise), other equity-based compensation, pension,
profit sharing, restricted stock, restricted stock unit, retention, retirement, savings, stock appreciation right, stock option,
stock purchase, supplemental retirement, and similar arrangements, plans, policies, and programs (collectively, the “Benefit
Plans”).


 


6.2 Perquisites.
Executive is entitled to receive such perquisites that the Company generally provides to its other senior executive officers (other
than CEO and President) in accordance with the then-current policies and practices of the Company.


 


6.3 Vacation.
Executive is entitled to not less than four (4) weeks of paid vacation during each calendar year, taken in accordance with the
generally applicable policies and procedures of the Company.


 






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6.4 Business
Expenses. The Company shall promptly pay or reimburse Executive for all reasonable out-of-pocket business expenses (including,
without limitation, economy travel and accommodation expenses) incurred or paid by Executive during the Employment Period in the
performance of the Executive’s duties hereunder, upon presentation of reasonably detailed expense statements or vouchers
and such other information as the Company may reasonably require and in accordance with the generally applicable policies and procedures
of the Company (other than those applicable to CEO and President).


 


6.5 Indemnification.


 


(a) The
Company shall indemnify and hold harmless Executive to the fullest extent permitted by law from and against any and all expenses
(including reasonable attorneys’ fees, fees of experts, witness fees, fees of other professional advisors, other disbursements
incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, appealing, or participating
in a Proceeding (as hereinafter defined), bonds, all interest, assessments, and other charges paid or payable in connection with
or in respect of the foregoing, and any federal, state, local, or foreign taxes imposed on Executive as a result of the actual
or deemed receipt of any payments pursuant to this Section 6.5) (collectively, “Expenses”), demands, claims,
damages, judgments, penalties, fines, settlements, and all other liabilities incurred or paid by him, or on his behalf, in connection
with the investigation, defense, prosecution, settlement or appeal(s) of any threatened, pending or completed action, suit, proceeding,
alternative dispute resolution mechanism, investigation, inquiry, or hearing (including any administrative hearing), whether civil,
criminal, administrative or investigative and to which Executive was or is a party or other participant or is threatened to be
made a party or other participant (a “Proceeding”), or any claim, issue, or matter therein (including any Proceeding
brought by or in the right of any member of the Company Group), by reason of or arising from the fact that Executive is or was
a director, officer, employee, agent, or fiduciary of the Company or of any other member of the Company Group or, at the request
of the Company, of any other corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, or by
reason of or arising from anything done or not done by Executive in any such capacity or capacities, (including any Proceeding,
or any claim, issue, or matter therein, by reason of or arising from: any actual or alleged breach by Executive of his fiduciary
duty as a director or officer of any member of the Company Group; the registration, purchase, sale, or ownership of any securities
of the Company or any fiduciary obligation owed with respect thereto; or any misstatement or omission of material fact by the Company
in violation of any duty of disclosure imposed on the Company by any federal, state, or foreign securities or common laws), provided
that in each case Executive acted in good faith and in a manner that was not grossly negligent and Executive reasonably believed
to be in or not opposed to the best interests of the Company or such other member of the Company Group, and, with respect to any
criminal Proceeding, had no reasonable cause to believe Executive’s conduct was unlawful. Notwithstanding the foregoing,
solely with respect to any Proceeding brought by or in the right of the Company or by Executive against the Company or any member
of the Company Group, the Company is not obligated to so indemnify Executive in respect of any claim, issue, or matter in such
Proceeding as to which Executive shall have been adjudged to be liable to the Company for fraud, willful or intentional misconduct
or a violation of any securities laws, unless and only to the extent that the Court of Chancery of the State of Delaware or the
court in which such Proceeding was brought shall determine upon application that, despite such adjudication but in view of all
the circumstances in the Proceeding, Executive is fairly and reasonably entitled to indemnity for Expenses and such other amounts
which the Court of Chancery or such other court shall deem proper. The Company also shall pay any and all reasonable Expenses incurred
by Executive as a result of Executive being called as a witness in connection with any matter involving the Company, any other
member of the Company Group, or any of its or their respective officers or directors, provided that the Company shall not be obligated
to pay for any of Executive’s attorney’s fees if there is no appreciable risk of liability to Executive, as reasonably
determined by the Company, as a result of serving as such a witness; provided, further, that in such event, the Company (at its
expense) will provide Executive with reasonable access to the Company’s legal counsel for the sole purpose of advising Executive
in connection Executive’s serving as such a witness. Without limiting the generality of the foregoing, the Company’s
covenants and obligations under this Section 6.5 include indemnifying and holding harmless Executive against all Expenses incurred
by or on behalf of Executive in connection with, relating to, or arising from any Proceeding initiated by Executive or by any member
of the Company Group to enforce or interpret this Section 6.5 or any rights of Executive to indemnification or advancement of Expenses
(whether hereunder, under any other agreement, under the Company’s certificate of incorporation or bylaws (as now or hereafter
in effect), under any applicable laws, or otherwise), or for recovery under any directors’ and officers’ liability
insurance policies maintained by any member of the Company Group, in each case if, and only if Executive prevails with respect
to any substantial issue or set of issues presented in such Proceeding.


 






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(b) The
termination of any Proceeding or of any claim, issue, or matter therein, by judgment, order, or settlement, shall not create a
presumption that Executive did not meet any particular standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.


 


(c) The
Company shall pay any Expenses, judgments, penalties, fines, settlements, and other liabilities incurred by Executive in investigating,
defending, settling or appealing any Proceeding described in this Section 6.5 in advance of the final disposition of such Proceeding,
as such Expenses, judgments, penalties, fines, settlements, and other liabilities come due. The Company shall promptly pay the
amount of such Expenses, judgments, penalties, fines, settlements, and other liabilities to Executive, but, in respect of advances
of Expenses, in no event later than ten (10) business days following Executive’s delivery to the Company of a written request
for an advance pursuant hereto, together with a reasonable accounting of and support for such Expenses, and in respect of all other
indemnification payments, in no event later than thirty (30) business days following Executive’s delivery to Company of a
written request therefor, together with such reasonable accounting or other applicable supporting information. Executive hereby
undertakes and agrees to repay to the Company any advances made pursuant to this Section 6.5(c) within ten (10) business days after
an ultimate finding that Executive is not entitled to be indemnified by the Company for such amounts. The Company shall make the
advances contemplated by this Section 6.5(c) regardless of Executive’s financial ability to make repayment, and regardless
whether indemnification of Executive by the Company will ultimately be required. Any advances and undertakings to repay pursuant
to this Section 6.5(c) shall be unsecured and interest-free.


 


(d) The
Company agrees that (i) during the Employment Period the Company will use its reasonable best efforts to obtain and maintain in
full force and effect directors’ and officers’ liability insurance that has a liability limit of not less than Ten
Million Dollars ($10,000,000); (ii) in such insurance policy or policies maintained by the Company, Executive shall be named as
an insured in such a manner as to provide the same rights and benefits as are accorded to the most favorably insured of the Company’s
officers or directors, and (iii) such policy or policies shall include a “tail” for coverage for claims made within
a minimum of two (2) years following the end of the Employment Period.


 






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(e) The
rights of Executive pursuant to this Section 6.5 shall be in addition to any other rights Executive may now or hereafter have under
the Company’s certificate of incorporation or bylaws (as now or hereafter in effect), any agreement, any vote of stockholders
or directors, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute, judicial decision,
or otherwise) permits greater indemnification that would be afforded currently under the Company’s certificate of incorporation
or bylaws, applicable law, any other agreement, or this Section 6.5, it is the intent of the Parties that Executive enjoy by this
Section 6.5 the greater benefits so afforded by such change.


 


(f) No
breach of this Agreement by Executive, in and of itself, shall relieve the Company from any of its obligations or covenants pursuant
to this Section 6.5.


 


7. Termination
of Employment


 


7.1 Termination
Notice. For the purposes hereof, the term “Termination Notice” means a written notice provided in accordance
with Section 9.2: (x) by the Company, with respect to any termination of Executive’s employment pursuant to Section
7.3, 7.4, or 7.5 or (y) by Executive with respect to any termination of Executive’s employment pursuant
to Section 7.6 or 7.7, as the case may be, that (a) indicates the specific provision of this Agreement relied upon
for such termination, (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide
a basis for the termination of Executive’s employment under the provision so indicated, and (c) other than for a termination
pursuant to Section 7.3, specifies the effective date of the termination, if such effective date is subsequent to the date
of receipt of the notice. The failure by the Company or Executive, as the case may be, to set forth in a Termination Notice any
fact or circumstance which contributes to a showing of Cause (as defined in Section 7.4(b)) or Good Reason (as defined in
Section 7.6(b)) does not waive any right of the Company or Executive, respectively, hereunder, or preclude the Company or
Executive, respectively, from asserting such fact or circumstance in enforcing its or his rights hereunder.


 


7.2 Termination
Due to Death. The Executive’s employment with the Company hereunder terminates automatically upon the death of Executive
during the Term.


 


7.3 Termination
by Company Due to Disability.


 


(a) The
Company may terminate Executive’s employment hereunder due to Disability only if (i) a majority of the directors then serving
on the Board (other than Executive, if applicable) determine in good faith that a Disability of Executive has occurred (pursuant
to the definition of Disability set forth in Section 7.3(b)), and (ii) subsequent (but not prior) to such determination
the Company provides a Termination Notice to Executive. In such event, Executive’s employment with the Company terminates
on the date (the “Disability Effective Date”) thirty (30) calendar days after the date on which Executive (or
Executive’s legal representative, if applicable) receives the Termination Notice, except that if Executive resumes the full-time
performance of Executive’s duties on or before the Disability Effective Date, then the Termination Notice is of no force
or effect, the Executive’s employment with the Company does not terminate on the Disability Effective Date, and the Company
may not terminate Executive’s employment for Disability in that particular instance.


 






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(b) For
the purposes hereof, the term “Disability” means Executive’s inability to perform his duties with the
Company on a full-time basis, even with reasonable accommodation, for sixty (60) days during any period of twelve (12) consecutive
months, or thirty (30) consecutive days, in each case solely as a result of incapacity due to mental or physical illness.


 


7.4 Termination
by Company for Cause.


 


(a) The
Company may terminate Executive’s employment with the Company for Cause at any time by providing a Termination Notice to
Executive, if the Company complies with the provisions of this Section 7.4:


 


(b) For
the purposes hereof, “Cause” means:


 


(i) Executive’s
conviction of a felony requiring intent under the laws of the United States or any State thereof, after the exhaustion of all possible
appeals, or Executive entering a plea of nolo contendere to any charge of a felony requiring intent under the laws of the United
States or any State thereof, in each case excluding any Limited Vicarious Liability (as hereinafter defined). For the purposes
hereof, “Limited Vicarious Liability” means any liability that (1) is based on acts or omissions of the Company
for which Executive is responsible solely as a result of her responsibilities with the Company, where Executive was not directly
involved in such acts or omissions and either had no prior knowledge of such intended acts or omissions or upon obtaining any such
knowledge promptly acted reasonably and in good faith to attempt to prevent the acts or omissions causing such liability, or (2)
Executive did not have a reasonable basis to believe that any applicable law was being violated by such acts or omissions; or


 


(ii) a
willful and substantial refusal by Executive to perform Executive’s material duties or responsibilities assigned to Executive
in accordance with the terms of this Agreement, but only if such duties or responsibilities so assigned to Executive are not inconsistent
with (1) Executive’s positions as Executive Vice President, Chief Financial Officer and Secretary of the Company or as Chief
Financial Officer and Secretary of Slacker, or (2) any of Executive’s duties or responsibilities hereunder (including any
such duties or responsibilities as set forth in, or as contemplated by, Sections 3.1 or 3.2), and, in each case,
excluding any such failure by reason of death, Disability, or incapacity; or


 


(iii) any
material and willful violation of any Written Policy of the Company that is generally applicable to all employees or officers of
the Company and that results or which could be reasonably expected to result in a material negative effect on the business, financial
condition or business reputation of the Company, as determined by the Company in its reasonable sole discretion; or


 






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(iv) Executive’s
willful malfeasance in the performance of her duties hereunder that has a material negative effect on the business, financial condition
or business reputation of the Company, as determined by the Company in its reasonable sole discretion; or


 


(v) Executive’s
failure to comply with Section 9.3; or any other material breach of this Agreement or the Confidentiality Agreement by Executive;
or


 


(vi) Executive
engaging in intentional acts of fraud, embezzlement, misappropriation of funds, misconduct, gross negligence, dishonesty (including,
without limitation, theft), violence, threat of violence, sexual misconduct, unlawful or against the Company’s policies harassment
or any other activity that has resulted or could be reasonably expected to result in any material negative effect on the business
or financial condition or reputation of the Company, as determined by the Company in its reasonable sole discretion.


 


(c) For
the purposes hereof: (i) any act or omission (including any refusal or violation) by Executive is “willful”
only if the same is not in good faith and is without the reasonable belief by Executive that such act or omission is in the best
interests of the Company; and (ii) any act or omission by Executive based upon any authority granted pursuant to a resolution duly
adopted by the Board or based upon the advice of counsel for the Company in each case is reasonably presumed to be in good faith
and in the best interests of the Company.


 


(d) With
respect to clauses (ii), (iii) and (iv) of Section 7.4(b), “Cause” shall not exist unless (i) the Company, on or before
the date one hundred eighty (180) calendar days after the first date on which any member of the Board has knowledge of the act
or omission alleged to constitute Cause, provides written notice to Executive informing Executive of the Company’s intention
to consider terminating Executive’s employment hereunder for Cause and identifying the act or omission alleged to constitute
Cause, and (ii) Executive fails to cure such act or omission (if capable of being cured) on or before the date fifteen (15) calendar
days after the date on which Executive receives such notice from the Company (such fifteen (15) calendar day period, the “Cause
Cure Period”).


 


7.5 Termination
by Company Without Cause. The Company may terminate Executive’s employment with the Company Without Cause (as hereinafter
defined) only by the Company providing a Termination Notice to Executive. For the purposes hereof, the term “Without Cause”
means (a) without Cause, and (b) other than by reason of (i) the Executive’s death or Disability or (ii) non-renewal of this
Agreement.


 


7.6 Termination
by Executive for Good Reason


 


(a) Executive
may terminate his employment with the Company for Good Reason only by providing a Termination Notice to the Company on or before
the date ninety (90) calendar days after the date on which Executive becomes aware of the act or omission constituting Good Reason,
which shall take effect only if the Company shall not cure such basis for Good Reason (if capable of being cured) within thirty
(30) calendar days following receipt of such Termination Notice and, unless otherwise agreed to by the parties, termination shall
be effective upon the expiration of such cure period, if applicable.


 






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(b) For
the purposes hereof, “Good Reason” means, without Executive’s written prior written consent (email shall
suffice):


 


(i) any
material reduction in Executive’s then-current Base Salary or then-current Target Bonus. For purposes of this Section 7.6(b)(i),
materiality shall be defined as a reduction of Executive’s then-current Base Salary or then-current Target Bonus of 10% of
more;


 


(ii) the
Company relocating Executive’s principal place of business more than fifty (50) miles outside of the City of Beverly Hills,
California, excluding travel reasonably required in the performance of the Executive’s duties hereunder; or


 


(iii) any
material breach of this Agreement by the Company.


 


7.7 Termination
by Executive Without Good Reason. Executive may terminate Executive’s employment with the Company without Good Reason
by providing a Termination Notice to the Company that specifies an effective date that is not less than thirty (30) days after
the date on which Executive provides the Termination Notice to the Company. The Company, after its receipt of the Termination Notice,
may elect to accelerate such effective date by providing Executive with written notice of such acceleration, and in such event
the Termination Notice shall be effective as of the date specified in the Company’s acceleration notice, and such acceleration,
in and of itself, shall not constitute a termination of Executive’s employment hereunder by the Company with or without Cause.


 


8. Consequences
of Termination or Non-Renewal


 


8.1 Certain
Defined Terms. As used herein:


 


“Accrued Obligations”
means the aggregate of: (a) Executive’s accrued Base Salary through and inclusive of the Termination Date (disregarding any
reduction thereto in violation of this Agreement); (b) Executive’s accrued vacation pay through and inclusive of the Termination
Date; and (c) Executive’s business expenses incurred through and inclusive of the Termination Date that have not been reimbursed
by the Company as of the Termination Date.


 


“Additional
Equity Awards” means all equity compensation or other equity awards granted by any member of the Company Group to Executive
before, on, or after the Effective Date (including restricted stock, restricted stock units, stock appreciation rights, and stock
options), excluding the Initial Equity Grant made to Executive pursuant to Section 5.3(a).


 


“eligible dependent”
includes Executive’s spouse (or widow).


 


“Equity Compensation”
means (i) the RSUs granted to Executive pursuant to Section 5.3(a) (the “Initial Equity Grant”), and (ii) the
Additional Equity Awards.


 


“Medical Plan”
means each of the Benefit Plans that provides dental, health, hospitalization, life, medical, prescription, surgical, or vision
benefits, care, coverage, or insurance, or any similar benefits, care, coverage, or insurance.


 






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“Other Benefits”
means all benefits, compensation, and rights, whether accrued, earned, or vested, to which Executive is entitled as of the Termination
Date under the terms and conditions applicable to such benefits, compensation, and rights, including death benefits, disability
benefits, and all other benefits, compensation, and rights pursuant to any of the Benefit Plans (including vested stock options,
restricted shares, restricted stock units).


 


“Other Equity
Awards” means all equity compensation or other equity awards granted by the Company to Executive on or after the Effective
Date (including restricted stock, restricted stock units, stock appreciation rights, and stock options), excluding the Options
and the RSUs.


 


“Prior Year
Bonus” means Executive’s Performance Bonus earned for the fiscal year immediately preceding the fiscal year in
which the Termination Date occurs, if such Performance Bonus has not been paid as of the Termination Date.


 


“Pro Rata Bonus”
means an amount equal to the product of (a) one hundred percent (100%) of the Target Bonus for the fiscal year in which such termination
occurs, multiplied by (b) a fraction, the numerator of which is the number of days elapsed through and inclusive of the
Termination Date in the fiscal year in which Executive’s employment is terminated, and the denominator of which is 365.


 


“Termination
Date” means (a) if Executive’s employment is terminated by reason of death: the date of the Executive’s death;
(b) if Executive’s employment is terminated for Disability: the Disability Effective Date; (c) if Executive’s employment
is terminated by the Company Without Cause, the date of such termination; (d) if Executive’s employment is terminated by
Executive’s termination for Good Reason, the effective date of such termination; (e) if Executive’s employment is terminated
by Executive without Good Reason or by the Company for Cause, the effective date of such termination; and (f) for any other reason
other than as set forth in the immediately preceding clauses (a), (b), (c) and (d), the date of Executive’s “separation
from service” as such term is defined under Section 409A (“Section 409A” is defined in Section 8.8).


 


“Unvested Equity”
means the portion of the RSUs and the Other Equity Awards that is unvested as of the Termination Date, after taking into account
any acceleration of vesting based on the prior occurrence of any acceleration events specified hereunder.


 


8.2 Death
or Disability. If Executive’s employment is terminated by reason of Executive’s death or due to Executive’s
Disability, then:


 


(a) Executive
(or Executive’s beneficiary or estate) is entitled to receive or otherwise to be provided, and the Company shall pay or provide
to Executive (or to Executive’s beneficiary or estate):


 


(i) The
aggregate of the following, in a single cash lump sum, on or before the date thirty (30) days after the Termination Date: (A) the
Accrued Obligations, (B) the Prior Year Bonus, if any, and (C) the Pro Rata Bonus, if any; and


 






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(ii) The
timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit
Plan;


 


(b) If
such termination occurs after the first six (6) months from the Effective Date, subject to timely execution (without revocation
by Executive or personal representative or the legal representative of her estate, in the event of her incapacity or death, respectively)
of a Release by Executive (or by her legal or personal representative or the legal representative of her estate, in the event of
her incapacity or death, respectively) pursuant to Section 8.6 and continued compliance with Exhibit A (provided, however,
that none of the following shall be denied to Executive on the basis of any unintentional/inadvertent immaterial breach(es) of
Exhibit A), with regard to: (i) the Initial Equity Grant, such unvested portion of the Initial Equity Grant shall automatically
and immediately vest as is equal to the product of (x) the RSUs subject to the Initial Equity Grant and (y) a fraction, the numerator
of which is the number of months elapsed during the Employment Period from the Effective Date through and including the Termination
Date in the fiscal year in which Executive’s employment is terminated, and the denominator of which is 24; (ii) any Equity
Compensation (other than the Initial Equity Grant), such unvested portion of such Equity Compensation shall automatically and immediately
vest (and, if applicable, become exercisable) as is equal to the product of (x) the number of shares of Common Stock or other equity
awards subject to such Equity Compensation (calculated individually on an award by award basis) and (y) a fraction, the numerator
of which is the number of months elapsed during the Employment Period from the Effective Date through and including the Termination
Date in the fiscal year in which Executive’s employment is terminated, and the denominator of which is 24; and (iii) all
vested Equity Compensation in the case of vested RSUs shall remain outstanding and exercisable at all times thereafter, and in
the case of options or forms of vested Equity Compensation other than RSUs shall remain outstanding and be exercisable, to the
extent applicable, for a period of six (6) months from the later of the Termination Date or the date the award first becomes vested
and exercisable, but in all events no later than the end of the applicable term for each such award; and (iv) all restrictions
on vested Equity Compensation that is (or becomes) vested as of the Termination Date shall automatically and immediately lapse.
Notwithstanding the foregoing, any Equity Compensation (and the shares of Common Stock underlying such Equity Compensation) shall
be subject to a lock-up of twelve (12) months from the vesting date as provided by this Section (the “Lock-Up Period”).
During the Lock-Up Period, Executive agrees to the agreements and restrictions set forth in Exhibit C attached hereto. Subsequent
to the expiration of the Lock-Up Period, Executive shall not be permitted or have the right to sell on each trading day more than
10,000 shares, as adjusted for any stock dividend, stock split, combination of shares, reverse stock split, reorganization, recapitalization,
or other reclassification affecting the Company’s equity securities (the “Daily Trading Limit”).


 


(c) All
Unvested Equity (after giving effect to Section 8.2(b)) shall be forfeited as of the Termination Date.


 


8.3 Termination
by the Company for Cause; Termination by Executive without Good Reason. If Executive’s employment is terminated by the
Company for Cause or by Executive without Good Reason, then:


 


(a) Executive
is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:


 


(i) The
Accrued Obligations, in a single lump sum, on or before the date thirty (30) days after the Termination Date, and


 






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(ii) The
timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit
Plan; and


 


(b) If
Executive’s employment is terminated by Executive for any reason other than Good Reason, Executive’s death or due to
Executive’s Disability, then any Unvested Equity granted under this Agreement that remains unvested as of the Termination
Date shall be immediately forfeited, and the outstanding vested portion of all Equity Compensation that has vested as of or prior
to the Termination Date shall, to the fullest extent permissible under applicable law, remain outstanding and be exercisable for
a period of six (6) months from the later of (x) the Termination Date and (y) the date the award first becomes vested and
exercisable, but in all events no later than the end of the applicable term for each such award.


 


(c) If
Executive’s employment is terminated by the Company for Cause (as defined in this Agreement), then all Unvested Equity shall
be forfeited effective as of the Termination Date.


 


8.4 Termination
by the Company Without Cause; Termination by Executive for Good Reason. If Executive’s employment is terminated by the
Company Without Cause or by Executive for Good Reason, then:


 


(a) Executive
is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:


 


(i) The
aggregate of the following, in a single cash lump sum, on or before the date thirty (30) days after the Termination Date: (A) the
Accrued Obligations and (B) Prior Year Bonus, if any;


 


(ii) If
such termination occurs after the first six (6) months from the Effective Date, subject to timely execution (without revocation
by Executive or personal representative or the legal representative of her estate, in the event of her incapacity or death, respectively)
of a Release pursuant to Section 8.6 and continued compliance with Exhibit A, continued payment of Executive’s annual
Base Salary (disregarding any reduction thereto in violation of this Agreement) for the period of six (6) months from the Termination
Date (the “Continuation Period”) and Pro Rata Bonus, provided, that the Continuation Period for purposes of
this Section 8.4 shall be reduced after the initial eighteen (18) months of the Employment Period for each month (or pro rata thereof)
that the Employment Period continues thereafter.


 


(iii) The
foregoing amounts shall be payable to Executive in accordance with the Company’s generally applicable payroll practices for
its other senior executive officers (other than CEO and President), but not less frequently than in equal monthly installments
(with the Pro-Rata Bonus being paid at the same time Annual Bonuses are paid to the other Senior Executive Officers) (other than
CEO and President); and


 


(iv) The
timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit
Plan.


 






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(b) If
such termination occurs after the first six (6) months from the Effective Date, subject to timely execution (without revocation
by Executive or personal representative or the legal representative of her estate, in the event of her incapacity or death, respectively)
of a Release by Executive (or by her legal or personal representative or the legal representative of her estate, in the event of
her incapacity or death, respectively) pursuant to Section 8.6 and continued compliance with Exhibit A (provided, however,
that none of the following shall be denied to Executive on the basis of any unintentional/inadvertent immaterial breach(es) of
Exhibit A): (i) fifty (50%) percent of all then unvested Equity Compensation shall automatically and immediately become
vested and, to the extent applicable, exercisable in full, as of the Termination Date, and (ii) all vested Equity Compensation
in the case of vested RSUs shall remain outstanding and exercisable at all times thereafter, and in the case of options or forms
of vested Equity Compensation other than vested RSUs shall remain outstanding and be exercisable, to the extent applicable, for
a period of six (6) months from the later of the Termination Date or the date the award first becomes vested and exercisable, but
in all events no later than the end of the applicable term for each such award; and (iii) all restrictions on Equity Compensation
that is (or becomes) vested as of the Termination Date shall automatically and immediately lapse. Notwithstanding the foregoing,
any Equity Compensation (and the shares of Common Stock underlying such Equity Compensation) that shall vest pursuant to this Section
shall be subject to the Lock-Up Period. During the Lock-Up Period, Executive agrees to the agreements and restrictions set forth
in Exhibit C attached hereto. Subsequent to the expiration of the Lock-Up Period, Executive shall not be permitted or have
the right to sell on each trading day more than the Daily Trading Limit.


 


(c) If
such termination occurs after the first six (6) months from the Effective Date, subject to timely execution (without revocation
by Executive or personal representative or the legal representative of her estate, in the event of her incapacity or death, respectively)
of a Release pursuant to Section 8.6 and continued compliance with Exhibit A, during the period starting on the Termination
Date and ending on and inclusive of the earlier of (i) the date, if any, on which Executive is enrolled under an employee welfare
plan of another employer to receive benefits substantially equivalent to the benefits provided under the Medical Plans, and (ii)
the end of the Continuation Period, Executive and her eligible dependents shall be entitled, at the Company’s sole cost and
expense, to continue participation in all Medical Plans in which such Executive and her eligible dependents were participating
as of the Termination Date, at the same levels as existed as of the Termination Date, except that if Company is unable to provide
coverage under the Medical Plans, then the Company shall notify Executive on a timely basis to allow Executive to obtain COBRA
benefits and shall reimburse Executive, on a monthly basis for the Continuation Period, an amount equal to the applicable COBRA
premium for the Executive and her eligible dependents, on a “tax grossed-up basis”, and it shall be Executive’s
responsibility to elect and maintain medical coverage under COBRA.


 


8.5 Non-Renewal.
If this Agreement is not terminated before the last day of the Term and prior to that date the Company and Executive do not (i)
enter into a mutually acceptable extension of this Agreement, or (ii) enter into a new agreement relating to Executive’s
employment with the Company to have effect after such date, or (iii) otherwise agree to continue Executive’s employment with
the Company after such date without the benefit of an agreement relating to such employment, then this Agreement shall automatically
end on the last day of the Term, and in such event, subject to timely execution of a Release pursuant to Section 8.6 and continued
compliance with Exhibit A:


 


(a) Executive
is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:


 


(i) the
aggregate of the following, in a single lump sum, through the effective date of such termination: (x) the Accrued Obligations and
(y) any unpaid Prior Year Bonus;


 






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(ii) a
Performance Bonus for the completed portion of the final fiscal year of the Term calculated pursuant to and payable in accordance
with Section 5.2; and


 


(iii) the
timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable plan.


 


(b) Any
Unvested Equity shall be immediately forfeited and any outstanding vested portion of Other Equity Awards shall remain outstanding
and be exercisable, to the extent applicable, for a period of six (6) months from the Termination Date, but in all events no later
than the end of the applicable term for each such award.


 


8.6 Release.
In connection with any termination of Executive’s employment by the Company without Cause or by Executive for Good Reason,
each of the Company and Executive (or her legal or personal representative or the legal representative of her estate, in the event
of her incapacity or death, respectively) shall execute and deliver a Mutual General Release in the form and substance of attached
hereto as Exhibit B (a “Release”) and the Executive’s right to payment of, and the Company’s
obligations to pay, the amounts specified in Sections 8.2(b), 8.4(a)(ii), 8.4(b), 8.4(c) and 8.5 shall be
subject to the execution (without revocation by Executive or personal representative or the legal representative of her estate,
in the event of her incapacity or death, respectively) by Executive (or by her legal or personal representative or the legal representative
of her estate, in the event of her incapacity or death, respectively) of such a Release within sixty (60) days after the Termination
Date.


 


8.7 No
Mitigation. Executive is not required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking
other employment or otherwise. The Company shall not reduce the amount of any payment or benefit provided for herein by any compensation
that Executive earns from another employer or from any other employment or from rendering services to or for the benefit of any
other person or entity (including self-employment).


 






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8.8 Compliance
with Section 409A. Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant
to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month
(i.e., 21⁄2 months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s
right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section
409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). For purposes of this Agreement, termination
of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A.
Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment
for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified
deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of
Section 409A, and shall be interpreted in accordance therewith. Neither Party individually or in combination may accelerate, offset
or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date
on which it is permitted to be paid under Section 409A, including a six (6) month delay of termination payments made to specified
employees of a public company, to the extent then applicable. Executive shall have no discretion with respect to the timing of
payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a Release which may
be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment)
occurs shall commence payment only in such following calendar year as necessary to comply with Section 409A. All expense reimbursement
or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any
Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind
benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall
be paid no later than the end of the calendar year following the year in which Executive incurs such expenses, and Executive shall
take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement
payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation
or exchange for another benefit. It is the intent of the Company that the provisions of this Agreement and all other plans and
programs sponsored by the Company be interpreted to comply in all respects with Section 409A, however, the Company shall have no
liability to Executive, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be
determined to be applicable to any payment or benefit received by Executive or any successor or beneficiary thereof, nor for reporting
in good faith any payment of benefit as subject to Section 409A.


 






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8.9 Section
280G. The Company will be entitled to deduct or withhold from any amounts owing to the Executive any federal, state, local
or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to the
Executive’s compensation or other payments from the Company or any of its Affiliates or the Executive’s ownership interest
in the Company or any of its Affiliates (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity
options and/or the receipt or vesting of restricted equity). In the event the Company or any of its Affiliates does not make such
deductions or withholdings, the Executive will indemnify and hold harmless the Company and its Affiliates for any amounts paid
with respect to any such Taxes (but not including any penalties or interest due thereon, all of which shall be the responsibility
of the Company). Notwithstanding any provision of this Agreement or any plan to the contrary, if all or any portion of the payments
or benefits received or realized by Executive pursuant to this Agreement either alone or together with other payments or benefits
that Executive receives or realizes or is then entitled to receive or realize from the Company or any of its Affiliates would constitute
an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
“Code”), and/or any corresponding and applicable state law provision, the payments or benefits provided to Executive
under this Agreement will be reduced by reducing the amount of payments or benefits payable to the Executive to the extent necessary
so that no portion of the Executive’s payments or benefits will be subject to the excise tax imposed by Section 4999 of the
Code and any corresponding and/or applicable state law provision. In the event such a reduction in payments or benefits is required,
the reduction shall be applied in a manner to minimize the total payments and benefits reduced by first reducing payments and benefits
a greater percentage of which are treated as parachute payments. Notwithstanding the foregoing, a reduction will be made under
the previous sentence only if, by reason of that reduction, the Executive’s net after tax benefit exceeds the net after tax
benefit he or she would realize if the reduction were not made. If a reduction in payments or benefits constituting “parachute
payments” is necessary under this Section 8.9, (i) the payment and/or benefits (the “Payment”) shall be paid
only to the extent permitted under the reduced payment alternative, and the Executive shall have no rights to any additional payments
and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shall occur in the following order: (A) cash
payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following
the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting
of stock and RSUs awards shall be cancelled/reduced next and in the reverse order of the date of grant for such awards (i.e., the
vesting of the most recently granted awards will be reduced first), with full-value awards reversed before any stock option or
stock appreciation rights are reduced, unless the Executive elects in writing a different order for cancellation; and (C) employee
benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence
of the event triggering such excise tax will be the first benefit to be reduced. For purposes of this paragraph, “net after
tax benefit” means the sum of (i) the total payments or benefits received or realized by the Executive pursuant to this Agreement
all or a portion of which would constitute a “parachute payment” within the meaning of Section 280G of the Code and
any corresponding and applicable state law provision, plus (ii) all other payments or benefits that Executive receives or realizes
or is then entitled to receive or realize from the Company and any of its Affiliates all or a portion of which would constitute
a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law
provision, less (iii) the amount of FICA taxes and federal or state income taxes payable with respect to the payments or benefits
described in (i) and (ii) above calculated at the maximum marginal individual income tax rate (without considering deductibility
of state tax for federal tax purposes) for each year in which payments or benefits are realized by Executive (based upon the rate
in effect for that year as set forth in the Code at the time of the first receipt or realization of the foregoing), less (iv) the
amount of excise taxes imposed with respect to the payments or benefits described in (i) and (ii) above by Section 4999 of the
Code and any corresponding and applicable state law provision.


 


Unless the Company and
the Executive otherwise agree in writing, any calculation required under this Section 8.9 shall be made in writing by the
Company’s then independent public registered accounting firm (the “Accountants”), whose calculation shall be
conclusive and binding upon Executive and the Company for all purposes. For purposes of calculating the Executive’s options
under this Section 8.9, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants
may reasonably request in order to make a determination under this Section 8.9. The Company shall bear all costs the Accountants
may reasonably incur in connection with any calculations contemplated by this Section 8.9.


 






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8.10 Resignation
from Directorships and Officerships. The termination of Executive’s employment with the Company for any reason will constitute
Executive’s immediate resignation from (a) any officer, director or employee position Executive has with the Company or any
of its Affiliates, and (b) all fiduciary positions (including as a trustee) Executive holds with respect to any employee benefit
plans or trusts established by the Company. Executive agrees that this Agreement shall serve as written notice of resignation in
such circumstances, unless otherwise required by any plan or applicable law.


 


9. Additional
Provisions


 


9.1 Entire
Agreement; No Oral Amendments. This Agreement and the Confidentiality Agreement (including all exhibits and schedules attached
hereto and thereto) together set forth the compete, entire, and final agreement between the Company and Executive relating to the
subject matter hereof and terminates, cancels, and supersedes any and all prior agreements, communications, contracts, representations,
or understandings, in each case whether oral or written, between the Company and Executive relating to the subject matter hereof.
No amendment, modification, or supplement to this Agreement is valid, binding, or enforceable unless the same is in writing and
executed and delivered on behalf of the Company and by Executive.


 


9.2 Notices.
Each notice or other communication relating to this Agreement, in order to be effective, must be in writing, must be sent to the
applicable address indicated below for the recipient (or to the then-most recent address of which the recipient has notified the
sender in writing in accordance herewith), and must be sent, all costs, expenses, and fees prepaid by the sender, by (a) personal
delivery, (b) first class registered mail, return receipt requested, or (c) a nationally recognized courier service that provides
proof of delivery (e.g., FedEx, UPS) for delivery on the first business day immediately following the day on which the notice or
other communication is deposited with the courier service. Each notice or communication given in accordance herewith is deemed
effective: (i) upon actual receipt when delivered personally or by courier service, or (ii) three (3) business days after the date
on which the notice or communication is deposited with the United States Postal Service, if sent by first class registered mail
(or any earlier date evidenced by the proof of delivery).


 


 If to the Company:
to the attention of the CEO, at the address of Company’s principle place of business, with copies to (which shall not constitute
notice) the Company’s then Chief Financial Officer (by email), Tenia Muhammad (by email) and Sasha Ablovatskiy, Esq., of
Foley Shechter Ablovatskiy LLP (by email to sablovatskiy@foleyshechter.com).


 


If to Executive:
to the address listed as Executive’s primary residence in the human resource records and to Executive’s principal place
of business.


 


9.3 Successors


 


(a) This
Agreement is personal to Executive and Executive may not assign or delegate this Agreement without the prior written consent of
the Company. This Agreement inures to the benefit of and is enforceable by Executive’s legal representatives, heirs, or legatees.


 


(b) The
Company may not assign or delegate this Agreement without the prior written consent of Executive, except that the Company may assign
or delegate this Agreement to any successor (whether direct or indirect, whether by purchase, merger, consolidation, operation
of law, or otherwise) to all or substantially all of the business or assets of the Company, subject to the condition that the successor,
no later than fifteen (15) days after the occurrence of such succession, executes and delivers to Executive an instrument in from
and substance acceptable to Executive (such approval not to be unreasonably withheld) pursuant to which the successor explicitly
assumes and agrees to perform, comply with, and otherwise be bound by this Agreement in the same manner and to the same extent
that the Company would be required to do so if no such succession had occurred. Subject to the immediately preceding sentence,
this Agreement is binding upon and inures to the benefit of the Company and its permitted successors and permitted assigns. As
used in this Agreement, the term “Company” means the Company as hereinbefore defined and any successor to is
business or assets as aforesaid that assumes and agrees to perform this Agreement, whether by operation of law or otherwise.


 






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(c) Any
purported assignment or delegation in violation of this Section 9.3 is null and void ab initio and of no force or
effect.


 


9.4 Severability.
If any provision of this Agreement is determined to be illegal, invalid, or unenforceable, then such determination does not affect
the legality, validity, or enforceability of the other provisions of this Agreement, all of which remain in full force and effect.
Each of the Company and Executive agrees that in the event of any such determination the Company and Executive will negotiate to
modify this Agreement so as to effect the original intent of the Company and Executive as close as possible to the fullest extent
permitted by applicable law.


 


9.5 Certain
Interpretative Matters.


 


(a) For
the purposes of this Agreement: (i) the term “Affiliate” means, with respect to a specified entity (the “specified
entity”), at any particular time, any other present or future person or entity that at such time, directly or indirectly,
controls, is under common control with, or is controlled by, the specified entity; and the term “control” (and,
with correlative meanings, the terms “under common control with” and “controlled by) means the
possession, direct or indirect, of the power to direct or cause the direction of the management or policies of any entity, whether
through ownership of voting securities, by contract, or otherwise).the terms “herein,” “hereof,”
“hereto,” “hereunder,” and terms of similar import refer to this Agreement in its entirety
and not to any particular provision; (ii) the term “include” (and its grammatical variations) is not limiting;
and (iii) the term “or” is not exclusive. The headings of the Sections and other subdivisions of this Agreement
are for convenience only, do not constitute a part of this Agreement, and are of no force or effect in connection with the construction
or the interpretation of this Agreement. Except where expressly provided otherwise, each reference herein to an Article, Section,
or other subdivision, or to an Exhibit or Schedule, is a reference to the applicable Article, Section, or other subdivision of,
or exhibit or schedule to, this Agreement. Any and all share, option and restricted stock unit numbers set forth in this Agreement
shall be proportionately adjusted (including any exercise price) as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise of the Company.


 


(b) In
the event of any inconsistency or conflict between any of the provisions of this Agreement and any of the provisions of any of
the Benefit Plans or any other award, code, form, plan, policy, or program of the Company, the provisions of this Agreement control
and govern. No provision in any of the Benefit Plans or in any other award, code, form, plan, policy, or program related to a violation
thereof being grounds for termination, or similar language, will result in a “cause” termination unless such violation
is also Cause under this Agreement and the provisions hereof are complied with, and the foregoing applies even if Executive signs
an acknowledgement or otherwise agrees to the provisions of such Benefit Plan or other policy, code, plan, or program. If any ambiguity
or question of interpretation or of construction arises in connection with or relating to this Agreement, each of the Company and
Executive agrees that this Agreement is to be interpreted and construed as if jointly drafted by both the Company and Executive
and that no presumption or burden of proof is to arise favoring or disfavoring the Company or Executive by virtue of the authorship
of any provision of this Agreement.


 






    20


    LiveXLive Media, Inc./Quartieri Employment Agreement


    

 


9.6 Survival.
The following provisions survive the expiration or termination of the Employment Period and the Term (including any termination
by reason of Executive’s breach of this Agreement): the terms and conditions of Exhibit A and Section 5.4, Section
6.5, Article 8, and this Article 9. The Confidentiality Agreement shall survive the expiration or termination
of the Employment Period and the Term on the terms thereof.


 


9.7 Governing
Law. The laws of the State of California (excluding any conflict of laws principles of that State that would result in the
application of the laws of any jurisdiction other than the State of California) govern all matters in connection with, relating
to, or arising from this Agreement.


 


9.8 Authority.
The Company represents and warrants that (a) it has the full corporate power and authority to execute, deliver, and perform this
Agreement, and (b) the execution, delivery, and performance of this Agreement has been duly and validly authorized.


 


9.9 Costs
and Expenses. Each Party shall pay the fees and expenses of her or its advisers, counsel, accountants and other experts, if
any, and all other expenses incurred by such Party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement.


 


9.10 Counterparts.
This Agreement may be executed in multiple counterparts, each of which constitutes an original and all of which together constitute
one and the same instrument. A manually executed counterpart of this Agreement delivered by means of e-mail as a Portable Document
Format file (“.pdf”) (or in any present or future file format intended to preserve the original graphic and pictorial
appearance of a document), or by means of facsimile transmission, constitutes the valid and effective execution and delivery of
this Agreement for all purposes and has the same force and effect for all purposes as the personal delivery of a manually executed
counterpart bearing an original ink signature.


 


[SIGNATURE PAGE
FOLLOWS]


 




    21


     


    

 


By signing below, each
of the Company and Executive acknowledges that it or he has carefully read, fully understands, and accepts and agrees to be bound
by the provisions of this Agreement.


 


	 	LIVEXLIVE MEDIA, INC.
	 	 
	 	By:	/s/ Robert S. Ellin
	 	Name: 	Robert S. Ellin
	 	Title:	Chief Executive Officer
	 	 
	 	MICHAEL QUARTIERI 
	 	 
	 	/s/ Michael Quartieri
	 	(signature)



 


[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT
BETWEEN LIVEXLIVE MEDIA AND MICHAEL QUARTIERI]


 






    22


    LiveXLive Media, Inc./Quartieri Employment Agreement


    

 


Schedule “1”


 


Outside Activities, Investments
and Board Positions


 


1) 


 


[END OF SCHEDULE “1”]


 




    23


     


    

 


EXHIBIT “A”


 


CONFIDENTIALITY, NON-INTERFERENCE AND
INVENTION ASSIGNMENT AGREEMENT


 


As a condition of my
becoming employed by, or continuing employment with, LiveXLive Media, Inc., a Delaware corporation (the “Company”),
and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company,
I agree to the following. All initially capitalized terms used but not defined herein have the respective meanings given to such
terms in the Employment Agreement between the Company and me dated November 16, 2020 and effective as of November 30, 2020 (the
“Employment Agreement”)


 


Section 1. Confidential
Information.


 


(a) Company
Group Information. I acknowledge that, during the course of my employment, I will have access to non-public information about
the Company and its direct and indirect subsidiaries and affiliates (collectively, the “Company Group”) and
that my employment with the Company shall bring me into close contact with confidential and proprietary information of the Company
Group. In recognition of the foregoing, I agree, at all times during the term of my employment with the Company and for the five
(5) year period following my termination of my employment for any reason, to hold in confidence, and not to use, except for the
benefit of the Company Group, or to disclose to any person, firm, corporation, or other entity without written authorization of
the Company or except as expressly permitted herein, any Confidential Information that I obtain or create. I further agree not
to make copies of such Confidential Information except as authorized by the Company, or except as permitted herein, or as otherwise
necessary to fulfill my duties to the Company. For the purposes hereof, “Confidential Information” means information
that the Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire, create, compile,
discover, or own, that has value in or to the business of the Company Group that is not generally known or available to the public
(without Executive’s or the Executive Parties’ (as defined in Exhibit B to the Employment Agreement) violation of this
Confidentiality Agreement) and that the Company wishes to maintain as confidential. I understand that Confidential Information
includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products,
research, or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, without
limitation, proposals and development work for television programs, formats, copyright works, research, product plans, or other
information regarding the Company’s products or services and markets, customer lists, and customers (including, without limitation,
customers of the Company on whom I called or with whom I may become acquainted during the term of my employment), software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances,
and other business information disclosed by the Company either directly or indirectly in writing, orally, or by drawings or inspection
of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Confidential Information shall not include
(i) any of the foregoing items that are, or become, publicly known through no unauthorized disclosure by me, (ii) any of the foregoing
items lawfully disclosed to me free of restriction from a source that was not legally or contractually prohibited from disclosing
such item, or (iii) any of the foregoing items or other information that I had or owned prior to my employment with the Company.
Notwithstanding anything to the contrary contained herein, I am permitted to disclose any Confidential Information if and to the
extent I am required to do so by, or pursuant to any appliable order of, any court, tribunal, or other governmental, judicial,
arbitral, administrative, or regulatory authority, agency, or instrumentality. In the event I am so required to disclose any Confidential
Information, I will, if permitted pursuant to applicable law, give the Company prompt notice thereof so that the Company Group,
at its sole cost and expense, may seek an appropriate protective order and/or waive compliance with the confidentiality provisions
of this Confidentiality, Non-Interference, and Invention Assignment Agreement (the “Confidentiality Agreement”).


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement-Exhibit A


    

 


(b) Former
Employer Information. I represent that my performance of all of the terms of this Confidentiality Agreement as an employee
of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or
data acquired by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will
not disclose to any member of the Company Group, or induce any member of the Company Group to use, any developments, or confidential
or proprietary information or material I may have obtained in connection with employment with any prior employer in violation of
a confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer.


 


Section 2. Developments.


 


(a) Developments
Retained and Licensed. I hereby represent and warrant that there are not any developments, original works of authorship, improvements,
or trade secrets which were created or owned by me prior to the commencement of the Employment Period (collectively referred to
as “Prior Developments”). If the foregoing representation and warranty is breached, and during any period during
which I perform or performed services for the Company both before or after the date hereof (the “Assignment Period”),
I incorporate or have incorporated into a Company product, program, service or other work a Prior Development owned by me or in
which I have an interest, then I hereby grant the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license
(with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such
Prior Development, to the extent of my interest therein, as part of or in connection with such product, program, service or work.


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement-Exhibit A


    

 


(b) Assignment
of Developments. I hereby assign to the Company all my right, title and interest throughout the world (if any) in and to any
and all (i) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and
all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part,
revisions, extensions and reexaminations thereof, (ii) trademarks, service marks, trade dress, logos, titles and working titles,
together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith,
and all applications, registrations and renewals in connection therewith, (iii) copyrightable works, all copyrights, and all
applications, registrations and renewals in connection therewith, (iv) trade secrets and confidential business information (excluding
general industry knowledge and contacts) and all ideas, research and development, know-how, formulas, compositions, manufacturing
and production processes and techniques, technical data, designs, drawings, specifications, technology, systems, and business and
marketing plans and proposals, (v) rights in and to computer software (including object code, source code, data and related
documentation), (vi) Internet Web sites, including domain name registrations and content and software included therein, (vii) other
proprietary rights, including, without limitation, original works of authorship, content, dialogue, plots, scripts, scenarios,
music programming, formats, graphics, productions, products, programs, services, concepts, moral rights, rights to characters,
actions, acts, gags, routines, materials, ideas, names, likeness, image, personality, publicity etc., (viii) rights to exploit,
collect remuneration for, and recover for past infringements of any of the foregoing and (ix) copies and tangible embodiments thereof
(in whatever form or medium), whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly
conceive or develop or reduce to practice or cause to be conceived or developed or reduced to practice, or have conceived or developed
or reduced to practice or have caused to be conceived or developed or reduced to practice, during the Employment Period, whether
or not during regular working hours, in each case only if the applicable item (A) relates at the time of conception or development
to the actual or demonstrably proposed business or research and development activities of the Company or any of its Affiliates;
(B) results from or relates to any work performed by me for the Company; or (C) is developed through the use of Confidential
Information and/or resources of the Company (collectively referred to as “Developments”). I further acknowledge
that all Developments which are or were made by me (solely or jointly with others) during the Assignment Period are “works
made for hire” as to my contribution (to the greatest extent permitted by applicable law) for which I am, in part, compensated
by my salary, unless regulated otherwise by law, but that, in the event any such Development is deemed not to be a work made for
hire, I hereby assign any right, title and interest throughout the world in any such Development to the Company or its designee.
If any Developments cannot be assigned, I hereby grant to the Company an exclusive, assignable, irrevocable, perpetual, worldwide,
sublicenseable (through one or multiple tiers), royalty-free, unlimited license to use, make, modify, sell, offer for sale, reproduce,
distribute, create derivative works of, publicly perform, publicly display and digitally perform and display such work in any media
now known or hereafter known. Outside the scope of my service, whether during or after my employment with the Company, I agree
not to (x) modify, adapt, alter, translate, or create derivative works from any such work of authorship or (y) merge any such work
of authorship with other Developments. To the extent rights related to paternity, integrity, disclosure and withdrawal (collectively,
“Moral Rights”) may not be assignable under applicable law and to the extent the following is allowed by the
laws in the various countries where Moral Rights exist, I hereby irrevocably waive such Moral Rights in and to all or any Developments
and consent to any action of the Company Group that would violate such Moral Rights in the absence of such consent. I understand
that the provisions of this Confidentiality Agreement requiring assignment of Inventions to the Company do not apply to any invention
which qualifies fully under the provisions of Section 2870 of the California Labor Code (attached hereto as Schedule A).
I will advise the Company promptly in writing of any inventions that I believe meet the criteria in Section 2870 of the California
Labor Code and I bear the full burden of proving to the Company Group that an invention qualifies fully under Section 2870
of the California Labor Code. I acknowledge receipt of this Confidentiality Agreement and of written notification of the provisions
of Section 2870 of the California Labor Code.


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement-Exhibit A


    

 


(c) Maintenance
of Records. I agree to keep and maintain adequate and current written records of all Developments made by me (solely or jointly
with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow charts, electronic
data or recordings, and any other format. The records will be available to and remain the sole property of the Company at all times.
I agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy,
which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the business of the
Company.


 


(d) Intellectual
Property Rights. I agree to assist the Company, or its designee, at the Company’s expense, in every way to secure the
rights of the Company in the Developments and any copyrights, patents, trademarks, service marks, database rights, domain names,
mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the
disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments, recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain,
maintain and transfer such rights and in order to assign and convey to the Company the sole and exclusive right, title and interest
in and to such Developments, and any intellectual property or other proprietary rights relating thereto. I further agree that my
obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after
the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world;
provided, however, the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing
obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure
my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering
Developments or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint
the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead
only to execute and file any such applications or records and only to do all other lawfully permitted acts to further the application
for, prosecution, issuance, maintenance or transfer of letters patent or registrations thereon with the same legal force and effect
as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever,
which I now or hereafter have for past, present or future infringement of any and all proprietary rights assigned to the Company
hereunder.


 


Section 3. Returning
Company Group Documents. I agree that, at the time of termination of my employment with the Company for any reason, or earlier
if reasonably requested, I will deliver to the Company (and will not keep in my possession, recreate, or deliver to anyone else)
any and all Confidential Information and all other documents, materials, information, and property developed by me pursuant to
my employment or otherwise belonging to the Company. I agree further that any property situated on the Company’s premises
and owned by the Company (or any other member of the Company Group), including disks and other storage media, filing cabinets,
and other work areas, is subject to inspection by personnel of any member of the Company Group at any time with or without notice.
Notwithstanding the foregoing, I will be permitted to retain my rolodex (whether in written or electronic form (e.g. Microsoft
Outlook Contacts)) and my personal files and memorabilia, except to the extent any of such contains Confidential Information.


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement-Exhibit A


    

 


Section 4. Disclosure
of Agreement. As long as it remains in effect and during the Post-Termination Non-Interference Period, I will disclose the
existence of this Confidentiality Agreement and my obligations hereunder to any prospective employer, partner, co-venturer, investor,
or lender prior to entering into an employment, partnership, or other business relationship with such person or entity.


 


Section 5. Restrictions
on Interfering.


 


(a) Non-Interference.
During the period of my employment with the Company (the “Employment Period”) and the Post-Termination
Non-Interference Period, I shall not, directly or indirectly for my own account or for the account of any other individual or entity,
engage in Interfering Activities.


 


(b) Definitions.
For purposes of this Confidentiality Agreement:


 


(i) “Business
Relation” shall mean any current or prospective client, customer, licensee, account, supplier or other business relation
of the Company Group, or any such relation that was a client, customer, licensee, account, supplier, or other business relation
within the six (6) month period prior to the expiration of the Employment Period, in each case, to whom I provided services, or
with whom I transacted business.


 


(ii) “Interfering
Activities” means (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce,
any Person employed by, or providing consulting services to, any member of the Company Group(each, a “Restricted Associate”)
to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with
the Company Group, provided that the foregoing shall not be violated by general advertising not targeted at employees or consultants
of any member of the Company Group; or (B) encouraging, soliciting, or inducing, or in any manner attempting to encourage,
solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company
Group, or in any way interfering with the relationship between any such Business Relation and the Company Group. Notwithstanding
the foregoing, for the purposes hereof the term “Interfering Activities” excludes my taking all or any of the following
actions, whether for my account or benefit or for the account or benefit of any other Person: (x) hiring any Restricted Associate
or engaging any Restricted Associate to otherwise render services (whether consulting or otherwise), so long as in connection therewith
I do not knowingly encourage, induce, or solicit, or knowingly attempt to encourage, induce, or solicit, the respective Restricted
Associate in violation of the above clause (A) of this definition; (y) engaging in, accepting, or otherwise conducting business
with any Business Relation, so long as in connection therewith I do not knowingly encourage, solicit, or induce, or knowingly attempt
to encourage, solicit, or induce, the respective Business Relation in violation of the above clause (C) of this definition; or
(z) communicating, or any Person at my direction communicating, to any Persons, including, without limitation, any Restricted Associate
or any Business Relation, by any means, method, media, or format now or hereafter known (including, without limitation, via any
present or future social media service, such as, without limitation, LinkedIn, Facebook, or Twitter), any change in my employment,
including, but not limited to, the cessation of my employment with the Company or my employment with any Person other than the
Company.


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement-Exhibit A


    

 


(iii) “Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust
(charitable or non-charitable), unincorporated organization, or other form of business entity.


 


(iv) “Post-Termination
Non-Interference Period” means the period commencing on the date of the termination of my employment with the Company
for any reason and ending on the twelve (12) month anniversary of such date of termination.


 


Section 6. Reasonableness
of Restrictions. I acknowledge and recognize the highly competitive nature of the Company’s business, that access to
Confidential Information renders me special and unique within the Company’s industry, and that I will have the opportunity
to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors,
and strategic partners of the Company Group during the course of and as a result of my employment with the Company. In light of
the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Confidentiality Agreement are
reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the
business and assets of the Company Group. I acknowledge further that the restrictions and limitations set forth in this Confidentiality
Agreement will not materially interfere with my ability to earn a living following the termination of my employment with the Company
and that my ability to earn a livelihood without violating such restrictions is a material condition to my employment with the
Company.


 


Section 7. Independence;
Severability; Blue Pencil. Each of the rights enumerated in this Confidentiality Agreement shall be independent of the others
and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity.
If any of the provisions of this Confidentiality Agreement or any part of any of them is hereafter construed or adjudicated to
be invalid or unenforceable, the same shall not affect the remainder of this Confidentiality Agreement, which shall be given full
effect without regard to the invalid portions.


 


Section 8. Injunctive
Relief. I expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in this
Confidentiality Agreement may result in substantial, continuing, and irreparable injury to the members of the Company Group. Therefore,
I hereby agree that, in addition to any other remedy that may be available to the Company, any member of the Company Group shall
be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in
the event of any breach or threatened breach of the terms of this Confidentiality Agreement without the necessity of posting of
a bond.


 


Section 9. General
Provisions.


 


(a) Governing
Law. Except where preempted by federal law, all matters in connection with, relating to, or arising from this Confidentiality
Agreement, including, without limitation, the validity, interpretation, construction, and performance of this Confidentiality Agreement,
is governed by and is to be construed under the laws of the state of California applicable to agreements made and to be performed
in that state, without regard to conflict of laws rules of the State of California that would result in the application of the
laws of any jurisdiction other than the state of California.


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement-Exhibit A


    

 


(b) Entire
Agreement. This Confidentiality Agreement sets forth the entire agreement and understanding between the Company and me relating
to the subject matter herein and merges all prior discussions and communications between the Company and me relating to the same.
No modification or amendment to this Confidentiality Agreement, nor any waiver of any rights under this Confidentiality Agreement,
will be effective unless in writing and signed and delivered by each of the Company and me. Any subsequent change or changes in
my duties, obligations, rights, or compensation will not affect the validity or scope of this Confidentiality Agreement.


 


(c) Successors
and Assigns. Sections 9.3(b) and 9.3(c) of the Employment Agreement are incorporated into this Confidentiality Agreement by
reference, mutatis mutandis. Notwithstanding anything to the contrary contained in the Employment Agreement or in this Confidentiality
Agreement, the Company is prohibited from assigning or delegating all or any portion of this Confidentiality Agreement except in
compliance with this Section 9(c) in connection with an assignment or delegation of the Employment Agreement that is effected in
compliance with Sections 9.3(b) and 9.3(c) of the Employment Agreement. Subject to the two immediately preceding sentences, this
Confidentiality Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be
binding upon and for the benefit of the Company, its successors, and its assigns.


 


(d) Survival.
The provisions of this Confidentiality Agreement shall survive the termination of my employment with the Company and/or the assignment,
in compliance with the requirements hereof, of this Confidentiality Agreement by the Company to any successor in interest or other
assignee, in each case subject to the temporal limitations contained herein.


 


(e) Construction.
Each party hereto has had an adequate opportunity to have this Confidentiality Agreement reviewed by counsel. If an ambiguity or
question of intent or interpretation arises, this Confidentiality Agreement shall be construed as if drafted jointly by the parties
hereto. This Confidentiality Agreement shall be construed without regard to any presumption, rule or burden of proof regarding
the favoring or disfavoring of any party hereto by virtue of the authorship of any of the provisions of this Confidentiality Agreement.
In the event any of the provisions of this Confidentiality Agreement conflict with any of the provisions of the Employment Agreement,
the respective provisions of the Employment Agreement govern and control.


 


[SIGNATURE PAGE FOLLOWS]


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement-Exhibit A


    

 


I, Michael Quartieri,
have executed this Confidentiality, Non-Interference, and Invention Assignment Agreement on the date set forth below:


 


	Date: November 16, 2020	/s/ Michael Quartieri
	 	(Signature)
	 	 
	 	Michael Quartieri 



 


	ACCEPTED AND AGREED TO:	 
	 	 
	LIVEXLIVE MEDIA, INC.	 
	 	 
	By:	/s/ Robert S. Ellin	 
	Name: 	Robert S. Ellin	 
	Title:	Chief Executive Officer	 



 




     


     


    

 


SCHEDULE A


 


SECTION 2870 of the CALIFORNIA LABOR
CODE

INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT


 


“(a) Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time
without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that
either:


 


(1) Relate
at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably
anticipated research or development of the employer; or


 


(2) Result
from any work performed by the employee for the employer.


 


(b) To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”


 




     


     


    

 


EXHIBIT “B”


 


[FORM OF]


 


MUTUAL RELEASE OF CLAIMS


 


This Mutual Release
of Claims (this “Release”), is entered into as of the date of the last signature below, by and between LiveXLive
Media, Inc. (the “Company”) and Jacqueline Stone (“Executive”) and is executed by each of
the Company and Executive pursuant to Article 8 of that certain Employment Agreement, dated as of November 16, 2020 (the “Employment
Agreement”), by and between the Company and Executive. Capitalized terms used in this Release without definition shall
have the meanings ascribed thereto in the Employment Agreement. Executive and the Company sometimes are referred to herein collectively
as the “Parties” and each individually as a “Party”. The Company and Executive agree as follows:


 


1. Release
by Executive. Executive, on her own behalf and on behalf of her descendants, dependents, heirs, devisees, legatees, executors,
administrators, Affiliates, legal or personal representatives, trustees, assigns, and successors (individually and collectively,
the “Executive Parties”), and each of them, hereby acknowledges full and complete satisfaction of and releases
and discharges the Company, and each of its Affiliates, subsidiaries, divisions, or parents, past and present, and each of them,
as well as their respective predecessors, assignees, successors, directors, officers, stockholders, partners, representatives,
attorneys, agents or employees, past or present, or any of them (individually and collectively, the “Company Parties”),
from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected
or unsuspected, that Executive has ever had, or now has, or ever will have, against the Company Parties by reason of any and all
acts, omissions, conditions, events, circumstances, or facts existing, occurring, or failing to occur at any time through the date
of Executive’s execution of this Release that directly or indirectly arise out of, relate to, or are connected in any way
with Executive’s employment by, services to (whether as an employee, officer, director, or otherwise), or separation from,
all or any of the Company Parties, including, without limiting the generality of the foregoing, any claim under Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Fair Employment
and Housing Act, California Labor Code Section 132a, the California Family Rights Act, or any other federal, state or local law,
regulation or ordinance relating to employment (the foregoing, as modified by the following clause, collectively, the “Executive
Released Claims”); except that, notwithstanding anything to the contrary herein, the release set forth in this Section
1 expressly excludes, and shall not alter, limit, release, apply to, or otherwise affect (or affect Executive’s right to
enforce), and the term Executive Released Claims shall not include: (a) the obligations and covenants of the Company and the rights
of Executive in each case that, directly or by implication, survive the termination of Executive’s employment with the Company
pursuant to Section [9.6] of the Employment Agreement, including, without limitation, any obligation of the Company to make the
payments and provide the benefits and with respect to the Equity Compensation set forth in Article 8 of the Employment Agreement
and to pay any Accrued Obligations or other compensation (as defined in the Employment Agreement); (b) any claim that is prohibited
from being released as a matter of law; (c) any right of indemnification (or contribution) or to director and officer liability
insurance coverage under the Employment Agreement or any of the Company’s (or any Company Party’s) organizational documents
or at law under any plan or agreement applicable to the Executive (including, without limitation, pursuant to any certificate of
incorporation, bylaws or any written agreements) or Section 6.5 of the Employment Agreement (d) any rights or claims of Executive
(or her estate) as a stockholder of the Company (or as a holder of securities of the Company); (e) any vested rights or vested
benefits under ERISA or under any Benefit Plan, (including, without limitation, any long-term or deferred compensation plan), or
under any vested RSU, stock option or other equity grant agreements, to the extent such vested rights, vested equity or vested
benefits continue in effect after the termination of the Employment Agreement); (f) workers’ compensation benefits; and (g)
any rights or claims arising after the date of Executive’s execution of this Release.


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement - Exhibit B


    

 


2. It
is a condition hereof, and it is the Parties’ intention in the execution of this Release, that the release set forth in Section
1 above shall be effective as a bar to each and all of the Executive Released Claims, and in furtherance of this intention, Executive,
on behalf of himself and each and all of the other Executive Parties, hereby waives any and all rights and benefits conferred upon
him by Section 1542 of the California Civil Code, which provides:


 


A general release
does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time
of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor
or released party.


 


3. ADEA
Waiver. Executive expressly acknowledges and agrees that by entering into this Release, he is waiving any and all rights or
claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”),
which have arisen on or before the date of execution of this Release. Executive further expressly acknowledges and agrees that:


 


3.1 In
return for this Release, he will receive consideration beyond that which he was already entitled to receive before entering into
this Release;


 


3.2 He
is hereby advised in writing by this Release to consult with an attorney before signing this Release;


 


3.3 He
was given a copy of this Release on [_________], and informed that he had twenty-one (21) days within which to consider this Release,
that changes (whether material or otherwise) will not restart the 21-day period;


 


3.4 Nothing
in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this
waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized
by federal law; and


 


3.5 He
was informed that he has seven (7) days following the date of execution of this Release in which to revoke this Release, and this
Release will become null and void if Executive so elects revocation during that time. Any revocation must be in writing and must
be received by the Company during the seven (7)-day revocation period. In the event that Executive exercises her right of revocation,
neither the Company nor Executive will have any obligations under this Release.


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement - Exhibit B


    

 


4. Release
by Company. The Company, on behalf of itself and each and all of the other Company Parties, hereby acknowledges full and complete
satisfaction of and releases and discharges each and all of the Executive Parties from and with respect to any and all claims,
agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, that all or any of the Company
Parties have ever had, or now have, or ever will have, against all or any of the Executive Parties by reason of any and all acts,
omissions, conditions, events, circumstances, or facts existing, occurring, or failing to occur at any time through the date of
the Company’s execution of this Release that directly or indirectly arise out of, relate to, or are connected with Executive’s
employment by, services to (whether as an employee, officer, director, or otherwise), or separation from, all or any of the Company
Parties (the foregoing, as modified by the following clause, collectively, the “Company Released Claims”); except
that notwithstanding anything to the contrary herein, the release set forth in this Section 4 expressly excludes, and shall not
alter, limit, release, apply to, or otherwise affect, and the term Company Released Claims shall not include (a) the obligations
of Executive that survive the termination of Executive’s employment with the Company pursuant to Section [9.6] of the Employment
Agreement and that certain Confidentiality, Non-Interference, and Invention Assignment Agreement, dated as of November 16, 2020
and effective as of November 30, 2020, between the Company and Executive; and (b) any claims arising after the date of the Company’s
execution of this Release.


 


5. It
is a condition hereof, and it is the Parties’ intention in the execution of this Agreement, that the release set forth in
Section 4 above shall be effective as a bar to each and all of the Company Released Claims, and in furtherance of this intention,
the Company, on behalf of itself and each and all of the other Company Parties, hereby waives any and all rights and benefits conferred
upon the Company Parties by Section 1542 of the California Civil Code, which provides:


 


A general release
does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time
of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor
or released party.


 


6. No
Transferred Claims. Executive represents and warrants to the Company, that he has not heretofore assigned or transferred to
any person or entity any of the Executive Released Claims or any part or portion thereof. The Company represents and warrants to
Executive that it has not heretofore assigned or transferred to any person or entity any of the Company Released Claims or any
part or portion thereof.


 


7. Miscellaneous.


 


7.1 Section
Headings. The section headings contained in this Release are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Release.


 


7.2 Governing
Law. All matters in connection with, relating to, or arising from this Release shall be governed by and construed in accordance
with the internal laws of the State of California, without regard to the principles of conflicts of law thereof (to the extent
that the application of the laws of another jurisdiction would be required thereby).


 






     


    LiveXLive Media, Inc./Quartieri Employment Agreement - Exhibit B


    

 


7.3 Amendments.
This Release may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument
signed by Executive and the Company or, in the case of a waiver, by the Party waiving compliance.


 


7.4 Waivers


 


(a) Except
as otherwise provided herein, no action taken pursuant to this Release, including any investigation by or on behalf of any Party,
shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants
or agreements contained in this Release. Any term, covenant, agreement, obligation, undertaking, condition, representation or warranty
under this Release may be waived at any time by the Party which is entitled to the benefit thereof, but only by a written notice
signed by such Party expressly waiving such term, covenant, agreement, obligation, undertaking, condition, representation or warranty.


 


(b) The
failure of any Party to insist, in any one or more instances, upon performance of the terms or conditions of this Release shall
not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of any such term, covenant
or condition. No waiver on the part of any Party of any right, power or privilege, nor any single or partial exercise of any such
right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.


 


7.5 Severability.
Any provision of this Release which is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Release, and any such
prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by law, the Parties waive any provision of law which renders any such provision prohibited or unenforceable
in any respect.


 


7.6 Counterparts.
This Release may be executed in counterparts, each of which shall be deemed an original, and it will not be necessary in making
proof of this Release or the terms of this Release to produce or account for more than one of such counterparts. All counterparts
shall constitute one and the same instrument. Each Party may execute this Release via a facsimile (or transmission of a PDF file)
of a counterpart of this Release. In addition, facsimile or PDF signatures of authorized signatories of any Party shall be valid
and binding and delivery of a facsimile or PDF signature by any Party shall constitute due execution and delivery of this Release.


 


[SIGNATURE PAGE FOLLOWS]


 




     


    LiveXLive Media, Inc./Quartieri Employment Agreement - Exhibit B


    

 


IN WITNESS WHEREOF,
each of the Company and Executive has executed this Release as of the respective date set forth below.


 


	 	LIVEXLIVE MEDIA, INC.
	 	 
	 	By:	                      
	 	Name: 	 
	 	Title:	 
	 	 
	 	MICHAEL QUARTIERI 
	 	 
	 	 
	 	(signature) 



 




     


    LiveXLive Media, Inc./Quartieri Employment Agreement - Exhibit C


    

 


EXHIBIT C


 


LOCK-UP RESTRICTIONS


 


During the Lock-Up
Period, Executive will not, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise
dispose of or transfer any Common Stock received under the Agreement as a result of any accelerated vesting (whether as a result
of exercise, settlement or otherwise) (the “Securities”) or (ii) enter into any swap or any other agreement
or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of
any Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”);
provided, however, that if the Company engages in an underwritten public offering of its equity or convertible securities prior
to the end of the Lock-Up Period, the managing underwriter may waive the balance of the Lock-Up Period if requested by the Company
in its sole and absolute discretion. The foregoing restrictions are expressly agreed to preclude Executive from engaging in any
hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition
of any of the Securities of Executive during the Lock-up Period, even if such Securities would be disposed of by someone other
than Executive. Executive may sell some or all of the Securities with the Company’s prior written consent, so long as the
purchaser complies with the provisions of the Agreement and this Exhibit C.


 


In addition, during
the Lock-Up Period, Executive will not, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200
under Regulation SHO of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not against
the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect
to any shares of Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation,
any put or call option) with respect to shares of Common Stock or with respect to any security that includes, is convertible into
or exercisable for or derives any significant part of its value from shares of Common Stock or otherwise seek to hedge Executive’s
position in the Common Stock.