Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2018, between LiveXLive Media, Inc.,
a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each,
including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell
to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company
as more fully described in this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the
meanings set forth in this Section 1.1:


 


“Account
Control Agreement(s)” means any agreement entered into by and among Agent, Company or any Subsidiary and a third party
bank or other institution (including a securities intermediary) in which Company or any Subsidiary maintains a deposit account
or an account holding investment property and which grants Agent a perfected first priority security interest in the subject account
or accounts.


 


“Action”
shall have the meaning assigned to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


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


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“CFC”
means a Person that is a controlled foreign corporation under Section 957 of the Internal Revenue Code of 1986.


 



     


     


    

 


“Closing”
means the closing of the purchase and sale of the Debentures pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount, and (ii)
the Company’s obligations to deliver the Debentures, in each case, have been satisfied or waived.


 


“Collateral”
shall have the meaning assigned to such term in the Security Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the Common Stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” shall have the meaning assigned to such term in the Debentures.


 


“Company
Counsel” shall have the meaning assigned to such term in the Debentures.


 


“Debenture
Shares” shall have the meaning assigned to such term in the Debentures.


 


“Debentures”
means the 12.75% Original Issue Discount Senior Secured Convertible Debentures due, subject to the terms therein, June 29, 2021,
issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto.


 


“Disclosure
Schedules” means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this
Agreement.


 


“Disqualification
Event” shall have the meaning assigned to such term in Section 3.1(x).


 


“Domestic
Subsidiary” means any Subsidiary that is incorporated or organized under the laws of any state of the United States
or the District of Columbia, other than any such Subsidiary owned directly or indirectly by a Foreign Subsidiary.


 


“Evaluation
Date” shall have the meaning assigned to such term in Section 3.1(z).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.


 



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“FSHCO”
means any entity with no material assets or business activities other than ownership of equity interests in one or more Foreign
Subsidiaries that are CFCs.


 


“GAAP”
shall have the meaning assigned to such term in Section 3.1(h).


 


“Governmental
Authority” shall have the meaning assigned to such term in the Debentures.


 


“Guarantor”
means each Subsidiary party to the Subsidiary Guarantee.


 


“Haynes
and Boone” means Haynes and Boone, LLP, with offices located at 30 Rockefeller Plaza, 26th Floor, New York, NY 10112.


 


“Indebtedness”
shall have the meaning assigned to such term in the Debentures.


 


“Intellectual
Property Rights” shall have the meaning assigned to such term in Section 3.1(n).


 


“Issuer
Covered Person” shall have the meaning assigned to such term in Section 3.1(y).


 


“Lien”
shall have the meaning assigned to such term in the Debentures.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Maximum
Rate” shall have the meaning assigned to such term in Section 5.16.


 


“Money
Laundering Laws” shall have the meaning assigned to such term in Section 3.1(w).


 


“OFAC”
shall have the meaning assigned to such term in Section 3.1(w).


 


“Permits”
means all permits, licenses, registrations, certificates, orders, approvals, authorizations, consents, waivers, franchises, variances
and similar rights issued by or obtained from any Governmental Authority.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Principal
Amount” means, as to each Purchaser, the amounts set forth below such Purchaser’s signature block on the signature
pages hereto next to the heading “Principal Amount,” which shall equal $10,640,000 in the aggregate.


 


“Principal
Market” shall have the meaning assigned to such term in the Debentures.


 



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“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Public
Information Failure” shall have the meaning assigned to such term in Section 4.1(b).


 


“Public
Information Failure Payment” shall have the meaning assigned to such term in Section 4.1(b).


 


“Purchaser
Party” shall have the meaning assigned to such term in Section 4.9.


 


“Required
Approvals” shall have the meaning assigned to such term in Section 3.1(e).


 


“Required
Minimum” means 1,400,000 shares of Common Stock.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC
Reports” shall have the meaning assigned to such term in Section 3.1(h).


 


“Securities”
means the Debentures and the Debenture Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security
Agreement” means the Security Agreement, dated the date hereof, among the Company, the Guarantors, the Purchasers and
the Agent in the form of Exhibit B attached hereto.


 


“Security
Documents” means the Security Agreement, the Account Control Agreement(s), and any other documents and filing required
thereunder in order to grant the Purchasers or the Agent a first priority security interest in the assets of the Company as provided
in the Security Agreement, including all UCC-1 filing receipts.


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Debentures purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount”
in immediately available funds. The aggregate “Subscription Amount” shall be $10,000,000.


 


“Subsidiary”
shall have the meaning assigned to such term in the Debentures.


 


“Subsidiary
Guarantee” means a guarantee executed by each Subsidiary (other than LiveXLive Tickets, Inc., LXL Influencers, Inc.,
KOKO (Camden) UK Limited, KOKO (Camden) Holdings (US), Inc. and any Foreign Subsidiary that is a CFC or any FSHCO) in favor of
Agent and each Purchaser in substantially the form of Exhibit C attached hereto.


 



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“Trading
Day” means a day on which the Principal Market is open for trading.


 


“Transaction
Documents” means this Agreement, the Debentures, the Security Agreement, the Subsidiary Guarantee, the Account Control
Agreement(s), the Subordination Agreements and all exhibits and schedules thereto and hereto and any other documents or agreements
executed by the Company or any Guarantor in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Computershare, the current transfer agent of the Company, with a mailing address of PO Box 505000, Louisville,
Kentucky 40233-5000 and a phone number of 1-800-962-2484, and any successor transfer agent of the Company.


 


“Variable
Rate Transaction” means the issuance of any security that is convertible into, exercisable for, or that carries the
right to receive, Common Stock, and which security would constitute a ‘future priced security’ within the meaning
of IM 5635-4 of the NASDAQ Listing Standards as in effect on the date hereof.


 


ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell,
and the Purchasers, severally and not jointly, agree to purchase, $10,640,000 in principal amount of the Debentures. Each Purchaser
shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each
Purchaser its respective Debenture, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2
deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3,
the Closing shall occur at the offices of Haynes and Boone or such other location as the parties shall mutually agree.


 


2.2
Deliveries.


 


(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)
this Agreement duly executed by the Company;


 


(ii)
evidence of the Required Approvals (other than the filing of the Form D with the Commission which shall be obtained subsequent
to the Closing Date in accordance with Article IV);


 



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(iii)
a legal opinion of Company Counsel, in form and substance reasonably acceptable to such Purchaser;


 


(iv)
an ink-original Debenture registered in the name of such Purchaser;


 


(v)
the Subsidiary Guarantee duly executed by each Subsidiary (other than LiveXLive Tickets, Inc., LXL Influencers, Inc., KOKO (Camden)
UK Limited, KOKO (Camden) Holdings (US), Inc. and any Foreign Subsidiary that is a CFC or any FSHCO);


 


(vi)
the Security Agreement duly executed by the Company along with all of the other Security Documents(other than the Account Control
Agreements) duly executed by the applicable parties thereto;


 


(vii)
the Company shall have issued irrevocable instructions to the Transfer Agent establishing a share reserve for the issuance of
Debenture Shares equal to at least the Required Minimum; and


 


(viii)
subordination agreements, in a form acceptable to the Purchasers in their sole discretion, from holders of the Company’s
existing convertible notes listed on Schedule A hereto.


 


(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)
this Agreement duly executed by such Purchaser;


 


(ii)
such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and


 


(iii)
the Security Agreement duly executed by such Purchaser and the Agent, along with all of the other Security Documents (other than
the Account Control Agreements) duly executed by the parties thereto.


 


2.3
Closing Conditions.


 


(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein(except
to the extent expressly made as of a specific date, in which case they shall be accurate in all material respects as of such date);


 


(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have
been performed; and


 


(iii)
the delivery by each Purchaser of the items set forth in Section 2.2(b).


 



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(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions
being met:


 


(i)
the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained
herein (except to the extent expressly made as of a specific date, in which case they shall be accurate in all material respects
as of such date);


 


(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;


 


(iii)
the delivery by the Company of the items set forth in Section 2.2(a);


 


(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(v)
the Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date,
certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement
and the other Transaction Documents, certifying the current versions of the Company’s certificate or articles of incorporation
and bylaws and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents
on behalf of the Company;


 


(vi)
the Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief
Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in this Section
2.3(b);


 


(vii)
a first priority security interest in substantially all of the assets of the Company, excluding the stock of LiveXLive Tickets,
Inc., LXL Influencers, Inc., KOKO (Camden) UK Limited and KOKO (Camden) Holdings (US), Inc. (and limited in the case in the case
of any Foreign Subsidiary that is a CFC or FSHCO to 65% of the voting stock of such entity) and each Guarantor securing the Company’s
and each Guarantor’s obligations under the Transaction Documents shall have been created and perfected in favor of the Purchasers;
and


 


(viii)
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended or halted by the Principal
Market or the Commission and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Debentures at the
Closing.


 



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2.4
Conditions Subsequent.


 


(a)
The Company shall deliver any and all Account Control Agreements, duly executed by the Company or the applicable Guarantor and
the applicable depository bank, to the Agent as soon as possible after the Closing Date but in any event within 10 Business Days
following the Closing Date (or such later date as may be agreed by Agent in its sole discretion).


 


(b)
Notwithstanding the provisions of the Security Agreement, the Company shall have 10 Business Days from the Closing Date to deliver
stock certificates evidencing the Pledged Securities (as defined in the Security Agreement) and instruments of transfer executed
in blank to the Agent.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules
shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules or to the extent the relevance of such disclosure to such representation
or warranty is reasonably apparent, the Company hereby makes the following representations and warranties:


 


(a)
Subsidiaries. All of the direct and indirect Subsidiaries of the Company are set forth on Schedule 3.1(a). The Company
owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens
(other than Permitted Liens), options or warrants, and all of the issued and outstanding shares of capital stock of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity 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, would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or
financial condition of the Company and the Subsidiaries, taken as a whole,(iii) a material adverse effect on the Company’s
ability to perform or pay in any material respect on a timely basis its obligations under any Transaction Document, or (iv)a material
adverse effect on the Collateral or the Agent’s Liens on the Collateral or the priority of such Liens (any of (i), (ii),
(iii), or (iv), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 



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(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents
to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (other
than pursuant to the Transaction Documents) upon any of the properties or assets of the Company or any Subsidiary, or give to
others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound
or affected, or (iii) subject to the receipt of the Required Approvals, conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any court or Governmental Authority to which the Company
or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of
the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have
or reasonably be expected to result in a Material Adverse Effect.


 



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(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other foreign, federal, state, local or other Governmental
Authority in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than:
(i) the notice and/or application(s) to the Principal Market for the issuance of the Debenture Shares, (ii) the filing of UCC-1
financing statements with the appropriate filing office and intellectual property security interest filings with the USPTO and
US Copyright Office, (iii) the filing of Form D with the U.S. Securities and Exchange Commission and (iv) the filings contemplated
by Section 4.6 (collectively, the “Required Approvals”).


 


(f)
Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance
with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all
Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents or under applicable
securities laws. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock sufficient
for issuance of all of the Debenture Shares up to the Required Minimum.


 


(g)
Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued
any capital stock since its most recently issued SEC Reports, other than as set forth on Schedule 3.1(g) pursuant to the
exercise of employee stock options under the Company’s stock incentive plans, the issuance of shares of Common Stock to
employees or consultants pursuant to the Company’s stock incentive plans and pursuant to the conversion and/or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) or in the Transactions Documents, there
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set
forth on Schedule 3.1(g) or in the Transaction Documents, the issuance and sale of the Securities will not obligate the
Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a
right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable,
have been issued in compliance with all applicable foreign, federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 



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(h)
SEC Reports; Financial Statements. Since March31, 2016, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section
13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
being collectively referred to herein as the “SEC Reports”) on a timely basis or has qualified for a valid extension
of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective
dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as
applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The Company is not currently, and has not been in the prior 12 months, an issuer subject
to paragraph (i) of Rule 144. The Company expects to timely file its Annual Report on Form 10-K for the fiscal year ended March
31, 2018. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.


 


(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there
has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse
Effect, (ii) neither the Company nor any Subsidiary has incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business consistent with past practice, and (B) liabilities not
required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i),
to the knowledge of the Company, no event, liability, fact, circumstance, occurrence or development has occurred or exists or
is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties,
operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws
at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the
date that this representation is made.


 



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(j)
Litigation. Except as disclosed in Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities, or (ii) would, if there were an
unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. None of the Company, any Subsidiary,
or any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability
under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the
Company, there is not pending or contemplated, any investigation by a Governmental Authority involving the Company or any current
or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness
of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(k)
Compliance. Neither the Company nor any Subsidiary, except in each case as would not have or reasonably be expected to
result in a Material Adverse Effect: (i) except as set forth on Schedule 3.1(k), is in default under or in violation of
(and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the
Company or any Subsidiary under), nor has the Company or any Subsidiary, received, in the prior 2 years, notice of a claim that
it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived),(ii)
is in violation of any applicable judgment, decree or order of any court, arbitrator or other Governmental Authority, or (iii)
is or has been in violation of any applicable statute, rule, ordinance or regulation of any Governmental Authority, including
without limitation all applicable foreign, federal, state and local laws relating to taxes, bribery and corruption, occupational
health and safety, product quality and safety and employment and labor matters and law related to the protection of the environment.


 


(l)
Regulatory Permits. The Company and the Subsidiaries possess all Permits necessary to conduct their respective businesses,
except where the failure to possess such Permits would not reasonably be expected to result in a Material Adverse Effect, and
neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any
such Permit.


 


(m)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned
by them and good and marketable title in all personal property owned by them that is material to the business of the Company and
the Subsidiaries, in each case free and clear of all Liens, except for (i) Permitted Liens, (ii) Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and the Subsidiaries, and (iii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been
made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property
and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases
with which the Company and the Subsidiaries are in compliance, except as would not have or reasonably be expected to result in
a Material Adverse Effect. Each of LXL Influencers, KOKO (Camden) UK Limited and KOKO (Camden) Holdings (US), Inc. does not currently
hold any assets and will not hold any assets during the term of the Debentures.


 



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(n)
Intellectual Property. To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all
patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights,
licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for
use in connection with their respective businesses and which the failure to so have would reasonably be expected to have a Material
Adverse Effect (collectively, the “Intellectual Property Rights”). Except as disclosed on Schedule 3.1(n),
none of, and neither the Company nor any Subsidiary has received a written notice that any of the Intellectual Property Rights
owned by the Company or any of its Subsidiaries has expired, terminated or been abandoned, or is expected to expire or terminate
or be abandoned, within 2 years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the
date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has
any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have
or reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights
that have been registered with a Governmental Authority are enforceable and there is no existing infringement by another Person
of any of such registered Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to do so
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(o)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase
in cost.


 


(p)
Certain Fees. Except as set forth on Schedule 3.1(p), no brokerage or finder’s fees or commissions are or
will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall
have no obligation with respect to any claims made by or on behalf of other Persons for fees payable by the Company or any Subsidiary
of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(q)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section
3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers
as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the
Principal Market.


 



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(r)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or
their agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in
securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company
and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules,
is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made,
not materially misleading. The press releases disseminated by the Company since January 1, 2018, taken as a whole with the SEC
Reports, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made,
not materially misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.


 


(s)
Solvency; Seniority. Based on the consolidated financial condition of the Company as of the Closing Date, after giving
effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of
the Company’s tangible assets exceeds the amount that will be required to be paid on or in respect of the Company’s
existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets
do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including
its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated
and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together
with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated
uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to
be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the
timing and amounts of cash to be payable on or in respect of its debt). Except as set forth on Schedule 3.1(s), the Company
has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(s) sets forth
as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company
or any Subsidiary has commitments. As of the Closing Date, (1) no Indebtedness or other claim against the Company is senior to
the Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, and (2)
no Indebtedness or other claim against any Subsidiary is senior to such Subsidiary’s obligations under the Subsidiary Guarantee
in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise.


 



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(t)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and
local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations, and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim. The Company is not and has never been a United States real
property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company
shall so certify upon Purchaser’s reasonable request at any time.


 


(u)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the
Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby
and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities.
The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other
Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company
and its representatives.


 


(v)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company
to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or
“derivative” securities based on securities issued by the Company or to hold the Securities for any specified term,
(ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, short sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position
in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s
length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one
or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including,
without limitation, during the periods that the value of the Debenture Shares deliverable with respect to Securities are being
determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in
the Company at and after the time that the hedging activities are being conducted.  The Company acknowledges that such aforementioned
hedging activities do not constitute a breach of any of the Transaction Documents.


 



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(w)
Office of Foreign Assets Control; Money Laundering. Neither the Company nor any Subsidiary nor, to the Company’s
knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary, is currently subject to any United
States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”).The
operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1977, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any
Subsidiary, threatened.


 


(x)
No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under
the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for
a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.


 


(y)
Other Covered Persons. Except for the compensation payable as described on Schedule 3.1(p), the Company is not aware
of any Person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation
of purchasers in connection with the sale of any securities pursuant to Regulation D promulgated under the Securities Act.


 


(z)
Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries
are in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are
effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that
are effective as of the date hereof and as of the Closing Date. Except as set forth in the SEC Reports, the Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since
the Evaluation Date, except as set forth in the SEC Reports, there have been no changes in the internal control over financial
reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially
affect, the internal control over financial reporting of the Company and its Subsidiaries.


 



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(aa)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from
the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal
Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the
Depository Trust Company and the Company is current in payment of the fees to the Depository Trust Company in connection with
such electronic transfer.


 


3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows(except to the extent expressly made as
of a specific date therein, in which case they shall be accurate as of such date):


 


(a)
Organization; Authority. Such Purchaser is an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


 



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(b)
Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law; provided, this representation and warranty shall not be deemed to limit such Purchaser’s
right to sell the Securities in compliance with applicable federal and state securities laws.


 


(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.


 


(d)
General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice
or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general solicitation or general advertisement.


 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such
Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations
and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection
with this Agreement or the consummation of the transaction contemplated hereby. The Purchasers acknowledge and agree that neither
the Company nor any Subsidiary makes or has made any representations or warranties with respect to the transactions contemplated
hereby other than such representations and warranties.


 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Furnishing of Information; Public Information.


 


(a)
If the Common Stock is not registered under Section 12(b) or 12(g) of the Exchange Act on the date hereof, the Company agrees
to cause the Common Stock to be registered under Section 12(g) of the Exchange Act on or before the sixtieth calendar day following
the date hereof. Until the time that no Purchaser owns Securities, the Company covenants to maintain the registration of the Common
Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act
even if the Company is not then subject to the reporting requirements of the Exchange Act and to otherwise cause all public information
requirements of Rule 144(c), and, if applicable, all information requirements of Rule 144(i) to be satisfied.


 



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(b)
At any time during the period commencing from the 6 month anniversary of the date hereof and ending at such time that all of the
Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction
or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) (a “Public Information Failure”) (for the avoidance of doubt, a Public Information Failure
shall be deemed to have occurred during any extension pursuant to Rule 12b-25 of the deadline for the filing of the Company’s
annual and periodic reports with the Commission), then, in addition to such Purchaser’s other available remedies, the Company
shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction
of its ability to sell the Securities, an amount in cash, for each $1,000 of principal amount of Debentures (or Debenture Shares
issued upon conversion thereof) still held by such Purchaser, equal to $2.50 on the day of a Public Information Failure and such
amount on each Trading Day thereafter until the earlier of (a) the date such Public Information Failure is cured, and (b) such
time that such public information is no longer required  for the Purchasers to transfer the Debenture Shares pursuant to
Rule 144; provided, however, that the Company shall, in no event, be required to pay an aggregate amount of liquidated damages
under this Agreement and the Debentures for each $1,000 of principal amount of Debentures (and any Debenture Shares issued in
respect thereof) greater than $100.00.  The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b)
are referred to herein as “Public Information Failure Payments.”  Public Information Failure Payments
shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are
incurred, and (ii) the third Business Day after the event or failure giving rise to the Public Information Failure Payments is
cured.  In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information
Failure Payments shall bear interest at the rate of 0.5% per month (prorated for partial months) until paid in full. Nothing herein
shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall
have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief.


 


4.2
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in
a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated
with the offer or sale of the Securities for purposes of the rules and regulations of the Principal Market such that it would
require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the
closing of such subsequent transaction.


 


4.3
Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the
outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges
that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Debenture Shares
pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay
or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless
of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.


 


4.4
Rule 144(i). Section 6(g) of the Debentures is incorporated into this Section 4.4 by reference.


 



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4.5
Redemption and Conversion Procedures. The forms of Notice of Conversion and Holder Redemption Notice included in the Debentures,
together with any broker or seller representation letter required under the Debentures, collectively set forth the totality of
the procedures required of the Purchasers in order to convert or redeem the Debentures. Without limiting the preceding sentences,
no ink-original Notice of Conversion or Holder Redemption Notice shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any such notice be required in order to convert or redeem the Debentures. No additional
legal opinion, other information or instructions shall be required of the Purchasers to convert or redeem their Debentures. The
Company shall honor conversions and/or redemptions of the Debentures and shall deliver Debenture Shares in accordance with the
terms, conditions and time periods set forth in the Transaction Documents.


 


4.6
Securities Laws Disclosure; Publicity. The Company shall promptly after the execution of this Agreement (or in any case,
by no later than 8:30 a.m. (local time in New York, New York) on the fourth Trading Day immediately following the date hereof,
file with the Commission a Current Report on Form 8-K or Annual Report on Form 10-K disclosing all of the material terms hereof
and attaching the Transaction Documents as exhibits thereto. Upon the filing of such Current Report on Form 8-K or Annual Report
on Form 10-K, the Company represents to the Purchasers that it shall have publicly disclosed all “material, non-public information”
delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors,
employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and the Purchasers
shall consult with each other in issuing any other public announcements or press releases with respect to the transactions contemplated
hereby, and neither the Company nor the Purchasers shall issue any such public announcement or press release nor otherwise make
any such public statement or communication without the prior consent of the Company, with respect to any disclosure of the Purchasers,
or without the prior consent of the Purchasers representing at least 50.1% of the outstanding Principal Amount of the Debentures,
with respect to any disclosure of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure
is required by law, then the disclosing party shall, to the extent lawful and practicable (having regard to time and in the case
of the Company, the Company’s continuous disclosure obligations), promptly provide the other party with prior notice of
such public announcement, press release, public statement or communication.


 


4.7
Disclosure of Material Information; No Obligation of Confidentiality.


 


(a)
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
covenants and agrees that neither it, nor any other Person acting on its behalf, has provided prior to the date hereof or will
in the future provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material
non-public information unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding
the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on
the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant
by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition
to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by Purchasers
representing at least 50.1% of the outstanding Principal Amount of the Debentures, publicly disclose any “material, non-public
information” in a Current Report on Form 8-K filed with the Commission within 1Business Day following the date that it discloses
such information to any Purchaser or such earlier time as may be required by applicable law. Any Current Report on Form 8-K filed
with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the
applicable Purchasers.  From and after the filing of any such Current Report on Form 8-K pursuant to this Section
4.7(a), no Purchaser shall be deemed to be in possession of any material, nonpublic information regarding the Company existing
as of the time of such filing.


 



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(b)
Except pursuant to any confidentiality agreement entered into by a Purchaser as described in Section 4.7(a), no Purchaser
shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed
to such Purchaser in breach of Section 4.7(a) (whether or not the Company files a Current Report on Form 8-K as provided
above), (ii) the fact that any Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, or (iii)
any information obtained by any Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents.
In addition, no Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public
information of the Company, if such Purchaser engages in transactions of securities of the Company, including, without limitation,
any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information.


 


4.8
Use of Proceeds. Except as set forth on Schedule 4.8, the Company shall use the net proceeds from the sale of the
Debentures hereunder for general corporate purposes and shall not use such proceeds: (a) for the redemption of any Common Stock
or Common Stock Equivalents, (b) the repayment of any Indebtedness, or (c) in violation of the Foreign Corrupt Practices Act of
1970, as amended or similar laws or OFAC regulations.


 



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4.9
Indemnification of Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold
each Purchaser and its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with
a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each
Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each,
a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages,
costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees, costs
of investigation and costs of enforcing this indemnity that any such Purchaser Party may suffer or incur as a result of or relating
to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or
in the other Transaction Documents, or (b) any action instituted against the Purchaser Parties in any capacity, or any of them
or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser
Party’s representations, warranties or covenants under the Transaction Documents or any violations by such Purchaser Party
of foreign, federal or state securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence,
bad faith or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable written opinion of counsel,
a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which
case the Company shall be responsible for the reasonable, actual and documented fees and expenses of no more than one such separate
counsel to all Purchaser Parties. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement
by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;
or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in
the other Transaction Documents or is attributable to any conduct by such Purchaser Party which constitutes fraud, gross negligence,
bad faith or willful misconduct. The Company shall not settle or compromise any claim for which a Purchaser Party seeks indemnification
hereunder without the prior written consent of the Purchasers, which consent shall not be unreasonably withheld or delayed. The
indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall
be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities
the Company may be subject to pursuant to law.


 


4.10
Reservation and Listing of Securities. The Company shall maintain a reserve from its duly authorized shares of Common Stock
for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under
the Transaction Documents, but at least equal to the Required Minimum. If, on any date, the number of authorized but unissued
(and otherwise unreserved) shares of Common Stock is insufficient to fulfill its obligations in full under the Transaction Documents
on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or
articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the number required
to fulfill its obligations in full under the Transaction Documents at such time, as soon as possible and in any event not later
than the seventy fifth day after such date.


 



    	 	22	 



     


    

 


4.11
Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any of the Debentures, without the
consent of Purchasers representing at least 50.1% of the outstanding Principal Amount of the Debentures, the Company shall be
prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common
Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction.


 


4.12
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 


4.13
No Transfers to Competitors. Each Purchaser agrees that it shall not, directly or indirectly, sell, assign, transfer or
otherwise dispose of any of the Debentures to any Person identified on Schedule 4.13.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1
Fees and Expenses. At the Closing, the Company has agreed to reimburse the Purchasers for their reasonable and documented
legal fees and out-of-pocket expenses up to a maximum of $75,000 in the aggregate, $50,000 of which has been paid to the Purchasers
prior to the Closing. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees
and expenses of 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. The Company shall pay all Transfer Agent
fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company
and any conversion or exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with
the delivery of any Securities to the Purchasers.


 


5.2
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto at
or prior to 5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages
attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the
second Business Day following the date of mailing, if sent by a nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
set forth on the signature pages attached hereto.


 



    	 	23	 



     


    

 


5.4
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchasers representing at least 50.1% of the outstanding
Principal Amount of the Debentures or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


5.5
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


5.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of Purchasers representing at least 50.1% of the outstanding Principal Amount of the Debentures. Any Purchaser may assign,
with written notice to the Company of such assignment, any or all of its rights under this Agreement to any Person to whom such
Purchaser assigns or transfers any Securities in compliance with the Transaction Documents, provided that such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply
to the “Purchasers.”


 


5.7
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.9 and this Section 5.7.


 


5.8
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
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 party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. Each party 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 (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or 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 Agreement 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 other manner permitted by law.


 



    	 	24	 



     


    

 


5.9
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Debentures.


 


5.10
Execution. This Agreement may be executed in 2 or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


5.11
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.12
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under
a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then
such Purchaser may rescind or withdraw, in its discretion from time to time upon written notice to the Company, any relevant conversion,
redemption or exercise notice, demand or election in whole or in part without prejudice to its future actions and rights; provided,
however, that in the case of a rescission of a conversion or redemption of a Debenture, the applicable Purchaser shall
be required to return any shares of Common Stock subject to any such rescinded conversion, redemption or exercise notice concurrently
with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such
Purchaser’s right to acquire such shares pursuant to such Purchaser’s Debenture.


 



    	 	25	 



     


    

 


5.13
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction and receipt of a customary lost Security affidavit and indemnity.


 


5.14
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchasers and the Company will be entitled to seek specific performance under the Transaction Documents.
The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents.


 


5.15
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.16
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in
order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in
any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents
for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum
Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of
them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction
Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to
the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from
the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,
interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction
Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded
to the Company, the manner of handling such excess to be at such Purchaser’s election.


 



    	 	26	 



     


    

 


5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction
Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way
for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed
to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The Company has elected to provide
all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required
or requested to do so by any of the Purchasers.


 


5.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under
the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated
damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial
liquidated damages or other amounts are due and payable shall have been canceled.


 


5.19
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


5.20
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


 


5.21
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


5.22
Termination.  This Agreement may be terminated by (a) any Purchaser, as to such Purchaser’s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the
other parties, if the Closing has not been consummated on or before June 29, 2018, or (b) the Company, by written notice to the
other parties, if the Closing has not been consummated on or before June 29, 2018; provided, however, that in either
case such termination will not affect the right of any party to sue for any breach of this Agreement by any other party (or parties).


 


(Signature
Pages Follow)


 




    	 	27	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	LiveXLive
    Media, Inc.	 	Address
    for Notice:
	 	 	 
	 	 	269
    South Beverly Drive
	 	 	Suite
    #1450
	 	 	Beverly
    Hills, CA 90212
	 	 	Fax:
    
	By:	 /s/ Robert Ellin	 	E-mail:
	Name:	Robert Ellin	 	 
	Title:	CEO	 	 
	 	 	 
	With
    a copy to (which shall not constitute notice):	 	 
	 	 	 
	Latham
    & Watkins LLP	 	 
	355
    Grand Avenue	 	 
	Los
    Angeles, California 90071	 	 
	Attn:  W.
    Alex Voxman, Esq.	 	 
	Email:  Alex.Voxman@LW.com	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	 	28	 



     


    

 


[PURCHASER
SIGNATURE PAGES TO LIVEXLIVE MEDIA, INC. SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	Name
    of Purchaser:	JGB
    Partners, LP
	 	 
	Signature
    of Authorized Signatory of Purchaser:	/s/
    Brett Cohen
	 	 
	Name
    of Authorized Signatory:	Brett
    Cohen
	 	 
	Title
    of Authorized Signatory:	President
	 	 
	Email
    Address of Authorized Signatory:	bcohen@jgbcap.com
	 	 
	Facsimile
    Number of Authorized Signatory:	(212)
    253-4093
	 	 
	Address
    for Notice to Purchaser:	 


 


c/o
JGB Management Inc.


21
Charles St, Suite 160


Westport,
CT 06880


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


c/o
JGB Management Inc.


21
Charles St, Suite 160


Westport,
CT 06880


 


Subscription
Amount: $4,901,400


 


Principal
Amount: $5,215,090


 




    	 	29	 



     


    

 


[PURCHASER
SIGNATURE PAGES TO LIVEXLIVE MEDIA, INC. SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	Name
    of Purchaser:	JGB
    Capital, LP
	 	 
	Signature
    of Authorized Signatory of Purchaser:	/s/
    Brett Cohen
	 	 
	Name
    of Authorized Signatory:	Brett
    Cohen
	 	 
	Title
    of Authorized Signatory:	President
	 	 
	Email
    Address of Authorized Signatory:	bcohen@jgbcap.com
	 	 
	Facsimile
    Number of Authorized Signatory: 	(212)
    253-4093
	 	 
	Address
    for Notice to Purchaser:	 


 


c/o
JGB Management Inc.


21
Charles St, Suite 160


Westport,
CT 06880


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


c/o
JGB Management Inc.


21
Charles St, Suite 160


Westport,
CT 06880


 


Subscription
Amount: $1,493,000


 


Principal
Amount: $1,588,552




    	 	30	 



     


    

 


[PURCHASER
SIGNATURE PAGES TO LIVEXLIVE MEDIA, INC. SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	Name
    of Purchaser:	JGB
    (Cayman) Finlaggan Ltd.
	 	 
	Signature
    of Authorized Signatory of Purchaser:	/s/
    Brett Cohen
	 	 
	Name
of Authorized Signatory:	Brett Cohen
	 	 
	Title
    of Authorized Signatory: 	President
	 	 
	Email
    Address of Authorized Signatory: 	bcohen@jgbcap.com
	 	 
	Facsimile
    Number of Authorized Signatory: 	(212)
    253-4093
	 	 
	Address
    for Notice to Purchaser:	 


 


c/o
JGB Management Inc.


21
Charles St, Suite 160


Westport,
CT 06880


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


c/o
JGB Management Inc.


21
Charles St, Suite 160


Westport,
CT 06880


 


Subscription
Amount: $3,605,600


 


Principal
Amount: $3,836,358


 



    	 	31