Exhibit 10.2


 


Execution Version


 





SUBSIDIARY
GUARANTEE


 


This
SUBSIDIARY GUARANTEE, dated as of June 29, 2018 (this “Guarantee”), is made by each of the signatories hereto
(together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor
of the Secured Parties defined below.


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and between LiveXLive Media, Inc., a Delaware
corporation (the “Company”) and the Purchasers (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Purchase Agreement”), the Company has agreed to sell and issue to the Purchasers,
and the Purchasers have agreed to purchase from the Company, the Debentures, subject to the terms and conditions set forth therein;
and


 


WHEREAS,
each Guarantor is a direct or indirect Subsidiary of the Company and will directly benefit from the extension of credit to the
Company represented by the issuance of the Debentures; and


 


NOW,
THEREFORE, in consideration of the promises contained therein and to induce the Purchasers to enter into the Purchase Agreement
and to carry out the transactions contemplated thereby, each Guarantor hereby agrees with the Purchasers as follows:


 


1. 
Definitions. Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings
given to them in the Purchase Agreement. The words “hereof”, “herein”, “hereto” and “hereunder”
and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision
of this Guarantee, and Section and Schedule references are to this Guarantee unless otherwise specified. The meanings
given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The following terms
shall have the following meanings:


 


“Agent”
means JGB Collateral, LLC, a Delaware limited liability company.


 


“Guarantee”
means this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise modified from time to time.


 






     


     


    

 


“Obligations”
means, in addition to all other costs and expenses of collection incurred by Purchasers or Agent in enforcing any of such Obligations
and/or this Guarantee, all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several)
due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Company or any Guarantor
to any Secured Party under this Guarantee, the Debentures and the other Transaction Documents, in each case, whether now or hereafter
existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly
owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and
all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided
or recovered directly or indirectly from any of the Secured Parties as a preference, fraudulent transfer or otherwise as such
obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of
the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on the
Debentures and the loans extended pursuant thereto; (ii) any and all other fees, prepayment charges, indemnities, costs,
obligations and liabilities of the Company or any Guarantor from time to time under or in connection with this Guarantee, the
Debentures, and the other Transaction Documents; and (iii) all amounts (including but not limited to post-petition interest)
in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable
or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any Guarantor.


 


“Secured
Parties” means the Agent, the Purchasers, each Purchaser Party, and each of their respective successors or assigns.


 


2. 
Guarantee.


 


(a) 
Guarantee.


 


(i) 
The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Secured Parties and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.


 


(ii) 
Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor
hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor
under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer
or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)).


 


(iii) 
Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Secured
Parties hereunder.


 






    	 	2	 



     


    

 


(iv) 
The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations
of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full.


 


(v) 
No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by any
Secured Party from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding
or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations
shall be deemed to modify, reduce (other than a reduction of the amount owed hereunder, if applicable), release or otherwise affect
the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor
in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain
liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid
in full.


 


(vi) 
Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific
performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company’s Common Stock), the
Guarantors shall only be liable for making the Secured Parties whole on a monetary basis for the Company’s failure to perform
such Obligations in accordance with the Transaction Documents.


 


(b) 
Right of Contribution. Subject to Section 2(c), each Guarantor hereby agrees that to the extent that a Guarantor shall
have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s
right of contribution shall be subject to the terms and conditions of Section 2(c). The provisions of this Section 2(b) shall
in no respect limit the obligations and liabilities of any Guarantor to the Secured Parties and each Guarantor shall remain liable
to the Secured Parties for the full amount guaranteed by such Guarantor hereunder.


 


(c) 
No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any
Guarantor by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of any Secured Party against
the Company or any other Guarantor or any collateral security or guarantee or right of offset held by any Secured Party for the
payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company
or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Secured Parties
by the Company on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account
of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held
by such Guarantor in trust for the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Secured Parties in the exact form received by such Guarantor (duly indorsed by such Guarantor
to the Secured Parties, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the
Secured Parties may determine.


 






    	 	3	 



     


    

 


(d) 
Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for
payment of any of the Obligations made by any Secured Party may be rescinded by any Secured Party and any of the Obligations continued,
and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, and the Purchase Agreement and the
other Transaction Documents may be amended, modified, supplemented or terminated, in whole or in part, as any Purchaser and/or
Agent, as applicable, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time
held by the Secured Parties for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Secured
Parties shall have no obligation to protect, secure, perfect or insure any Lien at any time held by the Agent for the benefit
of the Secured Parties as security for the Obligations or for the guarantee contained in this Section 2 or any property subject
thereto.


 


(e) 
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual
of any of the Obligations and notice of or proof of reliance by the Secured Parties upon the guarantee contained in this Section 2
or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed
to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained
in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and any Secured Party,
on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained
in this Section 2. Each Guarantor waives, to the extent permitted by law, diligence, presentment, protest, demand for payment
and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Obligations. Each Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional
guarantee of payment and performance without regard to (a) the validity or enforceability of the Purchase Agreement or any
other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with
respect thereto at any time or from time to time held by the Secured Parties, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance or of fraud by Secured Parties) which may at any time be available to or be asserted
by the Company or any other Person against the Secured Party, or (c) any other circumstance whatsoever (with or without notice
to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal
discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy
or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any
Guarantor, the Secured Parties may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights
and remedies as they may have against the Company, any other Guarantor or any other Person or against any collateral security
or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Secured Parties to make any
such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor or any other
Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of
the Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not
relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Secured Parties against any Guarantor. For the purposes hereof, “demand”
shall include the commencement and continuance of any legal proceedings. For the avoidance of doubt, no Secured Party shall be
obligated to file any claim relating to the Obligations in the event that the Company becomes subject to a bankruptcy, reorganization
or similar proceeding, and the failure of Secured Parties so to file shall not affect the Guarantors’ obligations hereunder.


 


(f) 
Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored
or returned by the any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company
or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Company or any Guarantor or any substantial part of its property, or for any other reason otherwise, all as though
such payments had not been made.


 






    	 	4	 



     


    

 


(g) 
Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Purchasers or Agent, as applicable,
without set-off or counterclaim in U.S. dollars at the address set forth or referred to in the Signature Pages to the Purchase
Agreement.


 


3. 
Representations and Warranties. Each Guarantor hereby makes the following representations and warranties to Secured Parties
as of the date hereof:


 


(a) 
Organization and Qualification. Such Guarantor is a corporation, partnership or limited liability company, duly organized,
validly existing and in good standing under the laws of the applicable jurisdiction set forth on Schedule 1, with
the requisite corporate, partnership, limited liability company or other power and authority to own and use its properties and
assets and to carry on its business as currently conducted. Such Guarantor has no subsidiaries other than those identified as
such on the Disclosure Schedules to the Purchase Agreement. Such Guarantor is duly qualified to do business and is in good
standing as a foreign corporation, partnership or limited liability company in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, could not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability
of any of this Guarantee in any material respect, (y) have a material adverse effect on the results of operations, prospects,
assets or financial condition of such Guarantor or the Company and its Subsidiaries taken as a whole or (z) adversely impair
in any material respect such Guarantor’s ability to perform fully on a timely basis its obligations under this Guarantee
(a “Material Adverse Effect”).


 


(b) 
Authorization; Enforcement. Such Guarantor has the requisite corporate, partnership, limited liability company or other
power and authority to enter into and to consummate the transactions contemplated by this Guarantee, and otherwise to carry out
its obligations hereunder. The execution and delivery of this Guarantee by such Guarantor and the consummation by it of the transactions
contemplated hereby have been duly authorized by all requisite corporate, partnership, limited liability company or other action
on the part of such Guarantor. This Guarantee has been duly executed and delivered by such Guarantor and constitutes the valid
and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


(c) 
No Conflicts. The execution, delivery and performance of this Guarantee by such Guarantor and the consummation by such
Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its
organizational documents or (ii) conflict with, constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument (evidencing debt or otherwise) to which such Guarantor is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which such Guarantor is subject (including Federal and State securities laws and regulations), or by which any material property
or asset of such Guarantor is bound or affected, except in the case of each of clauses (ii) and (iii), such conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations as could not, individually or in the aggregate,
have or result in a Material Adverse Effect. The business of such Guarantor is not being conducted in violation of any law, ordinance
or regulation of any governmental authority, except for violations which, individually or in the aggregate, do not have a Material
Adverse Effect.


 






    	 	5	 



     


    

 


(d) 
Consents and Approvals. Such Guarantor is not required to obtain any consent, waiver, authorization or order of, or make
any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other person
in connection with the execution, delivery and performance by such Guarantor of this Guarantee, except where such failure could
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(e) 
Purchase Agreement. The representations and warranties of the Company set forth in the Purchase Agreement as they relate
to such Guarantor, each of which is hereby incorporated herein by reference, are true and correct in all material respects as
of each time such representations are deemed to be made pursuant to such Purchase Agreement, and the Secured Parties shall be
entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation
and warranty to the Company’s knowledge shall, for the purposes of this Section 3, be deemed to be a reference to such
Guarantor’s knowledge.


 


(f) 
Foreign Law. Each Guarantor has consulted with appropriate foreign legal counsel with respect to any of the above representations
for which non-U.S. law is applicable. Such foreign counsel have advised each applicable Guarantor that such counsel knows of no
reason why any of the above representations would not be true and accurate. Such foreign counsel were provided with copies of
this Guarantee and the other Transaction Documents prior to rendering their advice.


 


4. 
Covenants. Each Guarantor covenants and agrees with the Purchasers that, from and after the date of this Guarantee until
the Obligations shall have been indefeasibly paid in full, such Guarantor shall take, and/or shall refrain from taking, as the
case may be, each commercially reasonable action that is necessary to be taken or not taken, as the case may be, in order to prevent
the occurrence and continuance of an Event of Default (as defined in the Debentures).


 






    	 	6	 



     


    

 


5. 
Miscellaneous.


 


(a) 
Amendments in Writing. None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise
modified except in writing by the Agent (or, in the event that the Agent no longer holds any Debentures, in a writing by the Purchasers
holding at least 50.1% of the outstanding principal amount of the Debentures shall have otherwise given prior written consent).


 


(b) 
Notices. All notices, requests and demands to or upon the Purchasers, Agent or any Guarantor hereunder shall be effected
in the manner provided for in the Purchase Agreement, provided that any such notice, request or demand to or upon any Guarantor
shall be addressed to such Guarantor at its notice address set forth on Schedule 1.


 


(c) 
No Waiver By Course Of Conduct; Cumulative Remedies. The Secured Parties shall not by any act (except by a written instrument
pursuant to Section 5(a)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder
or to have acquiesced in any default under the Transaction Documents or Event of Default. No failure to exercise, nor any delay
in exercising, on the part of the Secured Parties, any right, power or privilege hereunder shall operate as a waiver thereof.
No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. A waiver by the Secured Parties of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which any Secured Party would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive
of any other rights or remedies provided by law.


 


(d) 
Enforcement Expenses; Indemnification.


 


(i) 
Each Guarantor agrees to pay, or reimburse the Secured Parties for, all its costs and expenses incurred in collecting against
such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee
and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and
disbursements of counsel to the Secured Parties.


 


(ii) 
Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in
connection with any of the transactions contemplated by this Guarantee.


 






    	 	7	 



     


    

 


(iii) 
Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant
to the Purchase Agreement.


 


(iv) 
The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase
Agreement and the other Transaction Documents.


 


(e) 
Successor and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure
to the benefit of the Secured Parties and their respective successors and assigns; provided that no Guarantor may assign, transfer
or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Agent (with any requisite
consent of the Purchasers as required by the Transaction Documents), and any assignment in violation herewith shall be null and
void.


 


(f) 
Set-Off. Each Guarantor hereby irrevocably authorizes the Secured Parties at any time and from time to time while an Event
of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any
other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits,
credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the Secured Parties to or for the credit or the account of such Guarantor, or any part
thereof in such amounts as the Secured Parties may elect, against and on account of the obligations and liabilities of such Guarantor
to the Secured Parties hereunder and claims of every nature and description of the Secured Parties against such Guarantor, in
any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Secured
Parties may elect, whether or not the Secured Parties have made any demand for payment and although such obligations, liabilities
and claims may be contingent or unmatured. The Secured Parties shall notify such Guarantor promptly of any such set-off and the
application made by any Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of the Secured Parties under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off) which the Secured Parties may have.


 


(g) 
Counterparts. This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate
counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument.


 






    	 	8	 



     


    

 


(h) 
Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


(i) 
Section Headings. The Section headings used in this Guarantee are for convenience of reference only and are not
to affect the construction hereof or be taken into consideration in the interpretation hereof.


 


(j) 
Integration. This Guarantee and the other Transaction Documents represent the agreement of the Guarantors and the Secured
Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties
by the Secured Parties relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other
Transaction Documents.


 


(k) 
Governing Laws. All questions concerning the construction, validity, enforcement and interpretation of this Guarantee shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each of the Company and the Guarantors agree that all proceedings concerning the interpretation,
enforcement and defense of the transactions contemplated by this Guarantee (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York, Borough of Manhattan. Each of the Company and the Guarantors hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Guarantee
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Guarantee or the transactions contemplated hereby.


 






    	 	9	 



     


    

 


(l) 
Acknowledgements. Each Guarantor hereby acknowledges that:


 


(i) 
it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the other Transaction Documents
to which it is a party;


 


(ii) 
the Secured Parties have no fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Guarantee
or any of the other Transaction Documents, and the relationship between the Guarantors, on the one hand, and the Secured Parties,
on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(iii) 
no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Guarantors and the Secured Parties.


 


(m) 
Additional Guarantors. The Company shall cause each of its Domestic Subsidiaries (as defined in the Debentures) formed
or acquired on or subsequent to the date hereof to become a Guarantor for all purposes of this Guarantee by executing and delivering
an

Assumption Agreement in the form of Annex 1 hereto.


 


(n) 
Release of Guarantors. Each Guarantor will be released from all liability hereunder concurrently with the repayment in
full of all amounts owed under the Purchase Agreement, the Debentures and the other Transaction Documents (other than inchoate
indemnity or expense obligations as to which no claim has been made).


 


 


*********************


 


 


 


(Signature
Pages Follow)


 




    	 	10	 



     


    

 


IN
WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered as of the date first
above written.


 


	slacker, inc.


	 
	 	 	 
	By:	/s/
Robert Ellin	 
	 	Name: Robert Ellin	 
	 	Title:   Executive Chairman	 
	 	 	 
	livexlive, corp.	 
	 	 	 
	By:	/s/
Robert Ellin	 
	 	Name: Robert Ellin	 
	 	Title:   CEO and President	 
	 	 	 
	LXL
STUDIOS, INC.	 
	 	 	 
	By:	/s/ Robert Ellin	 
	 	Name: Robert Ellin	 
	 	Title:   President	 




 




    	 	11	 



     


    

 


SCHEDULE
1


 


GUARANTORS


 


The
following is the name, notice address and jurisdiction of organization of each Guarantor.


 


	Name of Guarantor	 	Jurisdiction of Organization	 	 	Owned by Percentage	 	 	Notice Address	 
	Slacker, Inc.	 	Delaware	 	 	 	100	%	 	 	             	 
	LiveXLive, Corp.	 	Delaware	 	 	 	100	%	 	 	 	 
	LXL Studios, Inc.	 	Delaware	 	 	 	100	%	 	 	 	 



 




    	 	12	 



     


    

 


Annex
1 to


SUBSIDIARY
GUARANTEE


 


FORM
OF ASSUMPTION AGREEMENT


 


THIS
ASSUMPTION AGREEMENT, dated as of ____ __, ______ made by ______________________________, a ______________ [corporation/limited
liability company] (the “Additional Guarantor”), in favor of the Secured Parties pursuant to the Purchase
Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Purchase
Agreement.


 


W I T N E S S E T H :


 


WHEREAS, LiveXLive Media, Inc., a Delaware corporation
(the “Company”) and the Purchasers have entered into a Securities Purchase Agreement, dated as of June 29,
2018 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”);


 


WHEREAS,
in connection with the Purchase Agreement, certain Subsidiaries of the Company (other than the Additional Guarantor) have entered
into the Subsidiary Guarantee, dated as of June 29, 2018 (as amended, supplemented or otherwise modified from time to time,
the “Guarantee”) in favor of the Secured Parties;


 


WHEREAS,
the Transaction Documents require the Additional Guarantor to become a party to the Guarantee; and


 


WHEREAS,
the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the
Guarantee.


 


NOW,
THEREFORE, IT IS AGREED:


 


1. 
Guarantee. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 5(m) of
the Guarantee, hereby becomes a party to the Guarantee as a Guarantor thereunder with the same force and effect as if originally
named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth
in Schedule 1 to the Guarantee. The Additional Guarantor hereby represents and warrants that each of the representations
and warranties contained in Section 3 of the Guarantee is true and correct on and as the date hereof as to such Additional
Guarantor (after giving effect to this Assumption Agreement) as if made on and as of such date.


 


2. 
Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 




    	 	13	 



     


    

 


IN
WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first
above written.


 


	 	[ADDITIONAL GUARANTOR]
	 	 	 
	 	By: 	          
	 	Name: 	                   
	 	Title:	 




 




    	 	14	 



     


    

 


Annex
1-A to Assumption Agreement


 


Additional
Guarantor Information


 


The
following is the name, notice address and jurisdiction of organization of the Additional Guarantor.


 


	Name of Guarantor	 	 	Jurisdiction of Organization	 	 	Owned by Percentage	 	 	Notice Address	 
	 	 	 	 	 	            	 	 	 	               	 	 	 	                	 



 


 


 


 


15