Exhibit 10.1


 


SEPARATION
AND CONSULTING
AGREEMENT AND MUTUAL
RELEASE


THIS
SEPARATION AND
CONSULTING
AGREEMENT
AND MUTUAL
RELEASE ("Agreement")
is made
and entered into,
effective as of
the 15th
day of October, 2015 (the
“Effective Date”), by
and between LiveXLive,
Corp. (f/k/a FestreamTV,
Corp.), a Delaware
corporation (“LiveXLive”
or the “Company”),
on the one
hand, and
Bulldog DM,
LLC, a
California limited
liability company
("Consulting Company"),
and John Petrocelli
(“John” and with
Consulting Company,
collectively, “Consultant”), on the
other hand. The
Company
and Consultant are
sometimes
referred to collectively as the “Parties”
and individually as a “Party”.
References to the Consultant herein shall be deemed
to be references to John and Consulting Company,
on a joint and several
basis.


 


R
E C I
T A L
S


 


WHEREAS,
Consulting Company
and
its principal,
John, are
experienced in
the online streaming
business;


 


WHEREAS,
LiveXLive desires
to retain
the services
of Consulting
Company to assist LiveXLive
with various aspects of its online
streaming
business;


 


WHEREAS,
Consulting Company
desires to
provide consulting
services for
the benefit of LiveXLive,
using the business
knowledge,
skills, experience
and abilities
of John to
perform the duties
and responsibilities as
set forth
on Schedule
“A” hereto
(the “Services”), subject
to the terms
and conditions of this Agreement;


 


WHEREAS,
Consulting Company,
as an independent
contractor,
is willing to provide
the Services
as are set
forth on Schedule
“A” hereto, subject
to the terms
and conditions of this Agreement;


 


WHEREAS,
John was previously
employed by the
Company,
pursuant to an Employment
Agreement, dated as of March 4,
2015 (the “Employment
Agreement”);


 


WHEREAS,
prior to
entering into
the Employment
Agreement, John
was engaged as an
independent contractor
of LiveXLive or
an affiliate
thereof,
pursuant to a Consulting
Services Agreement,
dated as
of December
15, 2014,
by and
between John
and Loton, Corp.,
a Nevada corporation
(the “Initial Agreement”);


 


WHEREAS,
the Parties wish
to terminate
John’s employment
with the Company and enter into
an independent contractor relationship; and


 


WHEREAS,
the Parties wish
to resolve any
disputes that existed
through and including the
Effective Date by entering into
the mutual release
provided for
herein;


 






    	 		 



     

    

 


NOW
THEREFORE, in
consideration of the
premises, and
on the mutual
promises, covenants,
agreements and
conditions contained
in this
Agreement,
the parties
hereto hereby agree as
follows:


 


1.            
Termination of Agreements.


 


1.1.           Termination  of  Employment;
Officer Resignation.John’s employment
with the Company shall terminate and John shall cease to be an employee or officer of the Company, effective as of the Effective
Date. John shall receive payment
for all salary earned but unpaid through the Effective Date. Furthermore, John hereby
resigns as an officer of the Company, effective
as of the
Effective Date.


 


1.2            Forfeiture
of Stock.As of the Effective Date, all unvested restricted common stock of Loton, Corp,
a Nevada corporation, owned by John shall be forfeited. The Parties acknowledge and agree
that none of the 500,000 shares of restricted common stock granted to John pursuant to the Restricted Stock Agreement (the
"Restricted Stock Agreement")
attached as
Exhibit A to the Employment
Agreement have vested and all such
shares are automatically forfeited
as of the Effective Date.


 


1.3.           TerminationandSupersessionofAgreements.The
Employment Agreement (except for Section 7(d) thereof) and the Restricted Stock
Agreement shall automatically terminate as of the Effective Date and be of no further force and effect, and neither the Company nor John shall have any further obligations thereunder; provided, however, that the Company shall have the obligation to pay the
accrued obligations set forth in
Section 1.1 above. For the avoidance of doubt, John shall
not be entitled to receive any Termination Benefits (as defined in the Employment
Agreement), including, without limitation, any severance pay, continued salary, benefits or
any other compensation under the Employment
Agreement. Additionally, all prior
independent contractor or consulting agreements between
Consultant and any of its
affiliates, on the one hand, and the Company or any of its affiliates,
on the other hand, including, without limitation,
the Initial Agreement, shall
automatically terminate as of the
Effective Date and be of no further force and effect, and neither the Company,
or any of its affiliates, nor Consultant,
or any of Consultant’s affiliates,
shall have any further
obligations under such agreements.


 


1.4.           Cooperation.John agrees that he shall cooperate with the Company, as reasonably requested and for a reasonable period of time, in connection
with his separation from the Company and the transition of his duties to any new or existing employee of the Company, including, without limitation,
taking all requested actions and executing all requested documents necessary to further the purpose of this
Agreement. If the Company is unable to secure John’s signature on any document
for this purpose following its reasonable efforts to do so within seven
(7) business days of such request by the Company, then John hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as John’s agent and attorney-in-fact, to act for and on John’s behalf and stead to
execute any documents and to do all other lawfully permitted acts
in connection with the foregoing;
provided, however, that in no event
does this power apply to any signature or action required on behalf of Consulting Company.


 






    	 	2	 



     

    




 


1.5.         
LimitationonAssignmentAgreementConsideration.
Consulting Company
hereby releases the
Company from
any
obligations arising
under Section 2
of the
Assignment
Agreement
dated March
4, 2015
between the
Company (f/k/a Festream
TV, Corp.) and
Bulldog DM, LLC
(the “Assignment
Agreement”). The Parties
agree
that as
of the
Effective Date,
the Assignment Agreement
shall lapse
and not be of
further force and
effect and that,
accordingly,
(i) the
Company
shall not
have any
obligation to
pay any
consideration under
the Assignment
Agreement or
assume any
of Consulting Company’s liabilities
(except as assumed
or paid for
prior to the
Effective Date), and that (ii) Consultant
shall not have any obligation to transfer any rights or interests
pursuant to the
Assignment
Agreement
or under
any one
or more
of the
Rights Agreements
(as defined in
the Assignment
Agreement).


 


2.            Consultant Services.Subject to
the terms and conditions of this
Agreement, LiveXLive hereby engages Consulting
Company to provide services to
LiveXLive as set forth on Schedule “A” hereto
(the "Services"). The parties hereto agree
and understand that Consulting Company
shall make John available to render the
Services to LiveXLive on behalf of Consulting
Company and that no one else shall
render such Services, without the express permission
of LiveXLive, which may
be given or withheld at the sole reasonable discretion of LiveXLive. Consultant represents that neither
John nor Consulting Company is subject to any preexisting
obligation or obligations inconsistent with
the provisions
of this Agreement.


 


3.             Right
of Control; Relationship of Parties. Consulting Company is an independent
contractor and, as such, shall have reasonable control over the means and manner by which the Services called for by this
Agreement, and as reasonably requested
by LiveXLive, are performed, consistent
with Section 8 hereof.


 


4.            Devotion
of Time; Non-Exclusive Engagement. Consulting Company
agrees to devote such time, on a part-time
basis, as may be required to the satisfactory
performance of the Services in accordance herewith. LiveXLive acknowledges that Consultant has a business separate and apart from the engagement
of Consultant hereunder, and that Consultant
shall be free
to conduct such business so long as
Consultant timely performs
Services required of it hereunder. Accordingly,
and without limitation, Consultant may render streaming business services, whether in the form of obtaining
sponsorships for festival right holders,
acquiring festival streaming rights
or as otherwise determined
by Consultant. Notwithstanding the preceding
terms of this
Section 4, Consulting Company
and John agree that neither it nor he will
take such action as would cause John to violate Section
7(d) of the Employment
Agreement.


 


5.            Place
to Render Services.Consulting Company shall perform the
Services at such location
or locations as Consulting Company deems
appropriate or necessary to the efficient
rendering of Services
after taking into consideration
the needs of LiveXLive.


 






    	 	3	 



     

    








6.            Compensation;
Expense Reimbursement.


 


6.1            Consultant
Fees. LiveXLive shall
pay, and Consulting Company
shall be entitled
to receive from LiveXLive, in exchange for consulting services,
fees in accordance with the fee schedule set forth as Schedule “B” hereto through the
Termination Date, as defined below.


 


6.2            No
Additional Benefits. Consulting Company is not, and shall
not be, eligible for any benefits provided by LiveXLive to its employees
(including, but not limited
to, sick pay, vacation, paid time
off, health insurance,
life insurance, worker's
compensation, disability insurance
or retirement plans).


 


6.3            Payment
of Business Expense.Consulting Company shall
be reimbursed
by LiveXLive for reasonable out-of-pocket expenses actually incurred and paid by Consulting Company, consistent with the rendering of the Services to LiveXLive,
as provided for in this Agreement, upon presentation of appropriate documentation for
such expenses; provided, however, that Consultant
shall not
incur any expenses in excess of Five Hundred Dollars ($500.00) without the prior written consent of LiveXLive or its
authorized agents. Consulting Company shall
be responsible for all normal
overhead expenses of operating its consulting business. 


 






7.            Duration
of Consulting Services; Termination.


 


7.1           Duration
of Consulting Services. The obligations
under Sections 2 through 6 hereof, inclusive, shall be deemed
effective as of the Effective Date set forth
on the initial
page of this Agreement
and shall end on such date as provided
in Section 7.2 hereof (the "Termination Date").


 


7.2
           Termination.



 


  a.                  Termination
By LiveXLive.LiveXLive may terminate
the consulting relationship, at any time
(whether prior to or after completion of the
Services) and for any reason, by providing Consulting Company with not less than
twenty (20) days’ advance written notice; provided, however, that LiveXLive may
terminate the consulting relationship in the event
that Consulting
Company is in breach
of this Agreement and does not cure the breach within five (5) business
days of its receipt
of written notice from
LiveXLive setting forth the grounds for the breach and what must
be done to cure the breach.


 


  b.                  Termination
By Consulting Company.Consulting Company may terminate
the consulting relationship, at any time
(whether prior to or after
completion of the Services) and for any reason, by providing LiveXLive with not less than twenty (20) days’ advance written notice;
provided, however, that Consulting
Company may terminate the consulting relationship in the event that LiveXLive is in
breach of this Agreement and does not cure the breach within five (5) business days of its
receipt of written notice from Consulting Company setting forth the grounds for the breach
and what must be done to cure the breach.


 






    	 	4	 



     

    

 


In
the event
of any termination
in accordance
with this Section
7.2, Consulting Company
shall
be paid for
Services rendered
through the date
of termination.
In the event of termination, all
other provisions of
this Agreement
shall survive.


 



8.            
Independent Contractor.


 


8.1            Nature
of Relationship.Consulting Company
is retained hereunder as an independent
contractor
of LiveXLive. Consulting Company shall
determine the method, details, and means
of performing the Services. Consulting
Company is not an agent or employee
of LiveXLive and, as such, is not authorized to act
on behalf of LiveXLive unless specifically required to do so under this Agreement.
Consulting Company will also maintain Consulting Company’s
own records and bookkeeping concerning the Services and expenses pertaining to
this engagement. Nothing in this Agreement
shall constitute
or be construed as constituting
or establishing any partnership or joint venture between the parties
hereto for any purpose
whatsoever.


 


8.2            Responsibility
for Taxes. Consultant shall be responsible for, and
Consultant represents and warrants that Consultant shall make,
payment of all taxes due
based on compensation paid hereunder, whether such taxes are owed to the United States
federal government, the State of California, any local taxing authority within the State of
California, or otherwise. Consultant shall pay, when and as due, any and all taxes
incurred as a result of Consultant’s
compensation hereunder, including estimated
taxes. Consultant, and not the Company,
shall be responsible for determining what taxes are
owed, when they are due and
the entity to which they are payable. Consultant understands
and agrees that the Company shall not be subject to withholding or other
tax obligations with respect thereto. Consultant
shall indemnify and hold the Company,
and its officers, directors, shareholders, members,
managers and employees harmless
from any tax liability, including penalties
and interest, assessed against or charged to the
Company by any taxing authority due to services rendered by Consultant under the terms of
this Agreement. Consultant shall indemnify the Company
for any claims,
losses, costs, fees, liabilities,
damages or injuries suffered by
the Company arising out of Consultant’s breach
of this Section 8.



 


9.             Indemnification.


 


9.1           Indemnification
by Consultant. Consultant will indemnify, hold
harmless, and defend the Company
and its respective affiliates, officers, directors,
partners, members, managers, shareholders, employees and agents from and against
the losses, claims,
damages or liabilities (or actions in respect thereof) (“Covered
Claims”) arising out of or
relating to (i) any breach by
Consultant of any representation, warranty or agreement
contained in this Agreement,
or (ii) any willful
misconduct, bad faith or gross negligence by Consultant in the performance
of, or failure to perform, its obligations under this Agreement, except to
the extent that any such Covered
Claim is caused by the Company’s breach of this Agreement or willful
misconduct, bad faith or gross negligence in the performance of, or failure to perform, its obligations under
this Agreement.


 






    	 	5	 



     

    




 


9.2            Indemnification
by the Company.TheCompanywill indemnify,
hold harmless, and defend Consultant and its affiliates, officers, directors,
partners, members,
shareholders, employees
and agents from and against any
Covered Claims arising out of or relating to (i) the conduct of the Company’s business, whether before or after the Effective Date, (ii) any breach by the Company of any representation, warranty or agreement contained in this Agreement, (iii) any willful misconduct,
bad faith or gross negligence
by the Company in the performance or failure
to perform,
its obligations under this
Agreement, except to the extent
that any such Covered Claim is
caused by Consultant's breach of this
Agreement or willful misconduct,
bad faith or gross negligence
in the performance of, or failure to
perform, its obligations under this Agreement or (iv) any violation of securities laws or any other law
pertaining
to the dissemination
of information
to the public as it concerns the
Company or any affiliate thereof.


 


9.3           
Indemnification Procedures.
Promptly
after
receipt of
notice of any
Covered Claim with
respect to which
an indemnified
party is entitled
to seek indemnification
hereunder, the indemnified
party  will  notify
 the
other party
or parties,
as the case
may be,
in writing of
such Covered
Claim. The
indemnifying party
(or parties, as the case may be) shall be given a reasonable
opportunity to
defend the same at its (or their) expense
and with counsel of its (or their) selection; provided, however, that the indemnified
parties, and each of them, shall
at all times also have the right to fully
participate in the defense at his and/or
its and/or their own expense. If the indemnifying
party (or parties)
shall fail to
defend, within a
reasonable time
after its
receipt of
notice to
defend hereunder, then
the indemnified
party or parties
shall have the
right, but not
the obligation, to undertake
the defense of,
and to compromise
or settle (with
the exercise of reasonable business
judgment), the claim or other matter on
behalf, for the account, and at the
risk, of the
indemnifying party
or parties.



 


10.         
Confidentiality; Trade Secrets.


 


10.1          Confidential Information. LiveXLive
owns and has developed
and compiled, and will develop and compile,
certain trade
secrets, proprietary
techniques and confidential information that has great value to its business (referred to in this
Agreement collectively as “Confidential
Information”).
Confidential Information
includes not only information disclosed by LiveXLive to Consultant, but also
information developed or learned by Consultant during the course of Consultant’s engagement
hereunder, information developed or learned by John during the course of his
employment with the Company,
and information
developed or learned
by John or any
affiliate during
the course of his or its engagement as an independent contractor of the
Company in the past, including, without limitation,
pursuant to the Initial Agreement. Confidential
Information includes
all information that has or could have commercial value
or other utility in the business in which LiveXLive is engaged, and all
information of which the unauthorized disclosure could be detrimental
to the interests
of LiveXLive, whether or not such information is identified as Confidential
Information by LiveXLive. Consultant will not, directly or
indirectly, use, make available,
sell, disclose or otherwise
communicate to any third party, other than in Consultant’s assigned duties under this Agreement
and for the benefit of LiveXLive, any of the Confidential Information,
either during or after Consultant’s engagement hereunder.
Consultant acknowledges that Consultant is aware that the unauthorized
disclosure of Confidential Information may
be highly prejudicial
to the Company’s interests,
an invasion of privacy, and an improper
disclosure of
trade secrets.


 






    	 	6	 



     

    

 


 


10.2         
Limitations  Concerning 
Consultant’s  Obligations.The
obligations imposed upon Consultant
hereunder shall not apply to Confidential
Information
which is:
(i) or
becomes generally
available to
the public
or which
is or
becomes common
industry
knowledge through
no wrongful
act of
Consultant; (ii)
already lawfully
in the
possession of
Consultant,
as evidenced
by written
documentation,
and
not subject to
an existing agreement
of confidentiality
between the parties;
(iii) received from
a third party
without restriction
and without
breach of
this Agreement;
orreleased pursuant
to the
binding order
of a government
agency
or a
court
so long
as prior
to any
such release
the Consultant
provides
LiveXLive
with the
prompt
notice to
reasonably enable
the Company
to seek
a protective
order or
such other
remedy
as may
be available
under the
circumstances.


 


10.3         Terms
Supersede Those in Other Agreements.The
terms of this Section 10 shall supersede
and replace, in their entirety, any and all nondisclosure
provisions set forth
in the Initial Agreement
or the Employment
Agreement.



 


11.          
Mutual Release.


 


Except for such rights and
obligations as have been
created under this
Agreement, it is understood and agreed by the Company,
on the one
hand, and Consultant,
on the other hand,
that in consideration
of the mutual promises and
covenants contained in
this Agreement, and after consultation with
counsel or
the opportunity to
consult with counsel, the
Company irrevocably
and unconditionally releases and
forever discharges Consultant and each
of them,
including their respective
attorneys, current
and former
spouses, children, officers,
directors, employees,
partners, affiliates, members,
managers, shareholders,
agents, representatives, insurers,
heirs, successors and assigns (collectively, the “Consultant Released Parties”),
from any
and all causes
of action, claims,
actions, rights, judgments,
obligations, damages,
demands, accountings or liabilities
of whatever kind or character (collectively, “Claims”),
which the Company, or any one or more
of them, may
have against any
one or more
of the Consultant Released
Parties, for any matters
arising out of, touching upon or concerning John's employment
with or separation from the Company, the Employment
Agreement,
the Initial Agreement,
and/or the Assignment Agreement.
The Company further
agrees that
the Consultant
Released Parties, and each
of them,
shall be released
from any restriction on their ability
to do business, except as otherwise
provided in Section 7(d) of the Employment
Agreement.


 






    	 	7	 



     

    

 


Except for such rights and
obligations as have been
created under this
Agreement, it is understood and agreed by Consultant that
in consideration of the mutual promises
and covenants contained
in this Agreement,
and after consultation with counsel
or the opportunity to
consult with counsel,
Consultant, and each
of them, irrevocably and unconditionally
releases and forever
discharges the Company
and its attorneys,
managers, members,
officers, directors, employees,
partners, affiliates,
shareholders,
agents, representatives, insurers, heirs,
successors and
assigns (collectively, the “Company
Released Parties”), from
any and all
Claims that Consultant, or either
of them, may have against any one or more
of the Company Released
Parties, for any matters arising out of, based
upon or concerning,
John's employment
with or separation from the Company,
the Employment Agreement,
the Initial Agreement,
and/or the Assignment Agreement (the
“Released Claims”) other than
for salary due to John for services rendered under the Employment
Agreement through the day immediately
preceding the Effective Date and any documented
out-of-pocket expense reimbursement
due to John,
consistent with the terms
of the Employment Agreement
and applicable California law. For the avoidance of doubt, the "Released Claims"
include, without limitation,
any claim which
John may have
under the Age
Discrimination in
Employment Act, Title VII of
the Civil Rights
Act, as amended, the California Fair Employment
and Housing Act, the Americans with Disabilities
Act, the Family
and Medical Leave Act,
the California Labor
Code, the California Government
Code, the Worker Adjustment
and Retraining
Notification Act (“WARN”), or any other federal,
state or local
law or regulation
affecting employment
rights or prohibiting employment
discrimination, any
alleged breach of
any express
or implied contract of employment,
any alleged torts, including
any claim for
intentional or negligent infliction
of emotional distress, wrongful discharge,
violation of any
public policy or statute,
or any policy
of the Company
or any remedy for any such claim or breach,
any claim for
wages, compensation,
vacation pay, sick
pay, compensatory
time, commissions,
benefits and all
remedies of any type, including
but not limited to, damages and
injunctive relief, in
any action that may
be brought on John’s behalf against the Company
and/or the Company Released Parties by
any government
agency or other person.


 


Each
of the Company,
John and Consulting
Company
specifically waives any benefit
of the provisions
of Section 1542
of the California
Civil Code, which
states as follows:


 


"A
general release does
not extend
to claims
which the creditor
does not know
or suspect
to exist
in his
or her
favor at
the time
of executing
the release,
which if
known by him
or her must
have materially
affected his or
her settlement with the debtor."


 


It is understood by each of the Parties hereto
that claims may exist in his or its
favor against some
person or entity released
as provided in this Agreement which are not
presently known, suspected or understood by the Party, and which, if known, suspected
or understood by the Party would have materially affected the existence, form
or extent of the releases provided for in this Agreement. Each Party hereto assumes
the risk of the
discovery of such claims subsequent to the execution by such Party of this Agreement.
The Parties hereto agree that the
releases set forth
in this Agreement shall be in all
respects effective and not subject to termination,
rescission, alteration or reformation
as a result of or in connection with any such subsequently discovered
facts or claims. In the event that any waiver of the provisions of Section 1542
of the California Civil Code provided in this Agreement
should be judicially determined to
be invalid, voidable or unenforceable, for any reason, such waiver to that extent
shall be severable from the remaining
provisions of this Agreement,
and the invalidity, voidability
or unenforceability of the waiver shall not affect the validity, effect, enforceability
or interpretation
of the remaining provisions of this Agreement.


 






    	 	8	 



     

    

 


The
Company,
on the one
hand, and Consultant,
on the other
hand, represent to the
other that there
has been no
assignment or
other transfer of
any interest in
any claims that the Party making
the representation may have against the
other Party. The Company, on
the one hand,
and Consultant, on
the other hand,
represent to the
other that there
is no pending litigation
or claim pending
in a court
or other judicial
forum that
is subject
to the terms
of the release
set forth
herein. In
the event
of a
breach of
this representation,
the breaching
Party agrees
to indemnify
and hold
the other
non-breaching
Parties harmless from any liabilities,
claims, demands,
damages, costs, expenses and
attorneys' fees reasonably incurred by the other non-breaching
Parties as a result of any claimed assignment
or transfer of
such interest.



 


12.          Intellectual
Property.


 


12.1.       
 If, during the
engagement
by Company
of Consulting Company, Consultant,
specific to,
and for
the sole
purpose of
the scope
of the
engagement
hereunder, creates, invents,
designs, develops, contributes
to or improves
any works of authorship,
inventions, intellectual property,
materials, documents
or other
work product
(including, without limitation,
research, reports,
software, databases, systems,
applications, presentations,
textual works,
content, or audiovisual
materials) (“Works”),
either alone
or with third
parties, within
the scope
of such engagement
(collectively, the “Company Works”),
Consultant shall
promptly and
fully disclose
same
to the Company
and hereby irrevocably
assigns, transfers
and conveys,
to the maximum
extent permitted
by applicable law, all rights and intellectual property rights
in such Company
Works (including rights
under patent,
patent applications, industrial property, copyrights, copyright
registrations, trademarks, trade secrets,
unfair competition and related laws, and the right to prosecute and recover damages
for all past, present and future infringements or other violations
of the Company Works) to the Company
to the extent ownership of any such rights
does not vest originally in the Company. The Parties further agree and acknowledge
that Works do not include intellectual property rights unless they are
not created
specifically and for the
sole purpose of
a scope of
work performed hereunder during the course
of Consulting Company’s
engagement hereunder.


 


12.2.        Consultant understands
and agrees that (i) to the extent permitted
by law, all Company Works that are made by Consultant (solely or jointly with others)
shall be deemed a “work made for hire” within the meaning of that term under United States Copyright Act, 17 U.S.C. §§ 101 et seq., as amended or superseded, (ii) the
Company shall be deemed the exclusive author of such Company Works and the
exclusive owner of all rights, title and interest in and to such
Company Works
in any and
all media, languages, territories and jurisdictions throughout the world, now
known or hereafter devised and (iii) Consultant is compensated
for such Company Works by the
consulting payments hereunder. Consultant hereby assigns and transfers to the Company, effective
with respect to each item of the Company
Works, as of the date of its creation, any
and all rights, title and interest Consultant may
have or may acquire in and to the Company
Works (including any item of the Company Works
not deemed, for whatever reason, to have been created as a work made
for hire), in any and all media, languages, territories and jurisdictions
throughout the world, now known or hereafter devised, including any and all patents, patent applications, copyrights,
copyright registrations, trade secrets and other
intellectual property rights in the Company
Works, and the right to prosecute and recover damages for all past, present and future
infringements or other violations of the Company
Works. Furthermore, Company shall have the unrestricted right
to use, display, publish, perform, record,
copy, broadcast, transmit, distribute, augment,
subtract from, modify,
distort, translate, transfer, combine
with other information or materials,
create derivative
works based on, sell, or otherwise
exploit for any purpose, the Company
Works and any portion thereof, in any manner or media throughout the world, as the Company may
in its sole discretion determine. Consultant hereby irrevocably
waives and assigns
to the Company any and all so-called moral rights
or “droit moral” Consultant may
have in or with respect to any item of the Company Works. Notwithstanding the
foregoing, nothing contained herein
will require the Company to exercise
or exploit any of the Company’s rights
in or to the Company Works.


 






    	 	9	 



     

    

 


12.3.        
Consultant shall take
all requested
actions and execute
all requested documents
(including any licenses
or assignments
required by a
government contract) at
the Company’s
expense (but without
further remuneration)
to assist
the Company in
validating, maintaining,
protecting, enforcing,
perfecting,  recording,
patenting or
registering any
of the
Company’s
rights in the
Company Works.
If the Company
is unable to
secure Consultant’s signature
on any document
for this purpose following
its reasonable efforts
to do so
within seven (7)
business days of
such request by the
Company, then
Consultant hereby irrevocably
designates and appoints
the Company and its
duly authorized
officers and agents
as Consultant’s agent
and attorney-in-fact,
to act for and on Consultant’s behalf and
stead to execute any documents
and to do
all other lawfully permitted
acts in connection with the foregoing.


 


12.4.       
Subject to the
requirements of
applicable state law,
if any, Consultant understands
that the Company
Works
will not include,
and the provisions
of this Agreement
requiring
assignment of
Works
to the Company
do not apply
to, any Works which
qualify fully for
exclusion under the
provisions of applicable
state law, if
any, attached hereto
as Exhibit B.


 


12.5.       
The provisions of
this Section 12
shall survive
termination of Consultant's
relationship with
Company
for
any reason, including,
without limitation,
the termination of this Agreement.


 






    	 	10	 



     

    

 


13.          
Notices. All notices
or other communications
required or
permitted by this
Agreement or
by law to
be given by
any party
hereto shall be
in writing. All
such notices and communications
shall be deemed
duly served
and given to
the other party: when
delivered by
hand, if
personally delivered;
when delivered
by air
courier, messenger
or other courier,
if so delivered,
when receipt
is acknowledged,
if faxed or emailed;
and five (5)
calendar days after
mailed,
if sent by
registered or certified mail
with return receipt. For purposes hereof,
notices and other communications
hereunder shall be directed
to the parties hereto at the following
addresses:


 


		(a)	To
Consultant:
	 	 	 
	 	 	Bulldog DM, LLC
	 	 	1236 S. Sierra Bonita Ave
	 	 	Los Angeles, CA 90019
	 	 	 
	 	 	Attn: John Petrocelli
	 	 	Tel: 310.968.1414
	 	 	Email: john@bulldogdm.com






 





		(b)	To the
Company:
	 	 	 
	 	 	LiveXLive, Corp.
	 	 	269 S. Beverly Drive
	 	 	Suite 1450
	 	 	Beverly Hills, California 90212
	 	 	 
	 	 	Attn: Rob Ellin
	 	 	Tel: 310.529.2500
	 	 	Email: rellin@trinadcapital.com



 


Any
party hereto
may change
his or
its address
for the purpose
of receiving
notices and
other communications as
herein provided
by a written
notice given
in the manner
aforesaid to the
other party or
parties hereto.


 


14.          Applicable  Law/Venue;
Jurisdiction.This Agreement shall, in all
respects, be construed, interpreted and enforced in accordance with and governed by the
internal substantive laws of the State of California
applicable to agreements
executed and to be wholly performed
within the State of California, without regard to choice of law
rules thereof.
Each party submits
to the in personam jurisdiction
of the State of California.
Proper venue for any litigation or arbitration
concerning this Agreement shall
be in Los Angeles County, California.


 






    	 	11	 



     

    

 



15.          Dispute
Resolution.


 


15.1.        
Arbitration. The
Company
and Consultant agree
that any dispute,
disagreement, controversy
or claim
arising out
of or
relating to
this Agreement
or the interpretation
of this Agreement
or any arrangements
relating to
this Agreement
or contemplated in
this Agreement
or the breach,
termination or
invalidity thereof shall
be settled by final
and binding arbitration
administered
by JAMS in Los
Angeles, California in accordance
with the
JAMS Comprehensive
Arbitration Rules &
Procedures then
in effect. Arbitration
shall be
by a single
arbitrator chosen by the
parties; provided that,
if the parties
fail to
agree
and to
appoint a
single arbitrator
within
fifteen (15)
calendar days
from the date a party has made a
demand for arbitration, then the arbitrator
shall be chosen in
accordance with JAMS
rules then
in effect. Except
as provided
herein, the
Federal Arbitration
Act shall
govern the
interpretation, enforcement
and all arbitration proceedings.


 


15.2.        
Waiver of Jury
Trial. By submitting
a dispute
to arbitration,
the parties hereto
understand that
they will not enjoy
the benefits of a jury
trial. Accordingly, the parties
hereto expressly
waive the
right to
a jury trial.


 


15.3.        
Nonexclusive  Remedy.The
arbitration requirement
does not prohibit a
Party from exercising
his or its
right to pursue
injunctive relief or
other provisional remedies
provided under the
law in any
court having competent
jurisdiction.


 


16.          Severability. Any provision
in this
Agreement that
is illegal,
invalid or
unenforceable in
any jurisdiction shall,
as to such
jurisdiction, be
ineffective to the
extent of such illegality,
invalidity or
unenforceability
without invalidating the
remaining provisions hereof
or affecting the
legality, validity
or enforceability
of such
provision in
any other jurisdiction.
The Parties hereto
agree to
negotiate in good
faith to replace
any illegal, invalid or
unenforceable
provision
of this Agreement
with a legal,
valid and enforceable provision
that, to
the extent
possible,
will preserve the
economic
bargain of this Agreement,
or otherwise
to amend
this Agreement,
including the provision
relating to choice of law, to achieve
such result.


 


17.          Modification
or Amendment. No amendment,
change or modification of this Agreement shall
be valid unless
in writing and signed by all of the Parties hereto.


 


18.          Successors
and Assigns. No Party may assign, transfer, or pledge this
Agreement or any rights under this Agreement
or the performance
of any obligation arising under this Agreement,
without the prior
written consent of each of the Parties
hereto, which consent shall not be unreasonably withheld. All of the terms and
provisions contained herein shall
inure to the benefit of and shall be binding upon the
Parties hereto, their respective
heirs, personal
representatives, permitted assigns and
successors in interest.


 


19.      
   Entire Agreement.This document,
along with the Schedules and
Exhibits attached
hereto, constitutes
the entire understanding
and agreement of
the parties with respect
to the subject matter of this Agreement, and any and all prior agreements,
understandings or representations are
hereby terminated and canceled
in their entirety and are of no further force or effect.


 






    	 	12	 



     

    

 


20.         
Remedies.In the event
of any dispute
arising hereunder with respect to any of
the obligations which
have been performed
or which are
to be performed
hereunder or otherwise,
the Company
or Consultant, as
the case may
be, may
pursue, in addition
to any
rights specifically
granted hereunder,
any and
all legal
rights available
and at any
time may
seek such equitable
remedies as
are available or
necessary to pre- serve
the rights granted
hereby, it
being understood
that remedies
hereunder shall be deemed
cumulative and not
exclusive. In particular, Consultant
acknowledges that irreparable injury will
result to the Company if Consultant,
or either of them,
violates and continues to
violate any
of the
terms of
this Agreement
relating to
confidentiality
or intellectual property, and that the Company can
not be adequately compensated therefor by money
damages. Consultant expressly agrees
that the
Company shall be entitled,
in addition to damages and any other remedies
provided by law, to an injunction or
other equitable remedy respecting any such violation
by Consultant, or either of them.


 


21.         
Waiver.The waiver
by a
Party of
a breach
or any provision
of this Agreement
by another Party
or Parties
shall not
operate or
be construed
as a
waiver of
any subsequent breach of the same provision or any other provision of this Agreement.


 


22.          Advice
of Counsel/Time to Consider Agreement.John expressly acknowledges that he has been represented by counsel in connection with negotiation of
this Agreement. The Parties have read this Agreement
completely, and have had the
opportunity to seek the advice and assistance
of counsel. Accordingly, the language
contained within and comprising this Agreement shall not be construed in favor of or against any one party on the grounds that the party drafted the Agreement. John
represents and agrees that
he fully understands all provisions
of this Agreement,
and that he fully understands his right to discuss all provisions
and aspects of this Agreement with his attorney. John further represents and
agrees that he has carefully read and fully understands all the terms and
provisions of this Agreement, and that he is voluntarily entering into this
Agreement. John acknowledges and agrees that he has been given
a period of at least
twenty-one (21) days within which to consider this Agreement
and that he may accept and execute
this Agreement at any time
within said twenty-one (21) day period. John further acknowledges, understands and agrees that for
a period of seven (7) days
following the date he executes this Agreement, he may revoke this Agreement in
writing. John understands that he will
neither receive nor be entitled to
the payments and compensation
set forth in this Agreement unless he accepts and executes this Agreement,
and the seven (7) day revocation period has expired, at which
time this Agreement is final
and otherwise non-revocable.


 


23.          
Counterparts.This Agreement
may be executed
in multiple
original counterparts,
each of which
shall be
deemed an
original, but
all of which
together shall constitute one
and the same instrument.


 






    	 	13	 



     

    

 


24.           Further
Acts. Each Party to this Agreement agrees to execute
and deliver all documents and to perform all further acts and to take any and all further steps that may be reasonably necessary to carry out the provisions of this Agreement and the transactions contemplated hereby.


 


 


 


 


 


IN
WITNESS WHEREOF, the
parties hereto have
executed this Agreement
the day and
year first above
written.


 


	 	Bulldog DM, LLC
	 	 	 
	 	By:	 
	 	 	John Petrocelli, Manager
	 	 	 
	 	 
	 	John Petrocelli, an individual
	 	 	 
	 	 	 
	 	LiveXLive, Corp.
	 	 	 
	 	By:	 
	 	 	Rob Ellin, Founder & Chairman



 


 



    	 	14	 



     

    




Schedule “A”


 


SERVICES


 


 


 


John Petrocelli, acting on behalf of Bulldog
DM, LLC (“Consultant”),
agrees to perform the following
Services for the benefit of Consultant, and LiveXLive agrees to pay Consultant
compensation for
such Services as
provided in Schedule
B hereto.


 


Services to
be rendered: Consultant
shall provide
to LiveXLive multi-year
digital
rights aggregation consulting
services for live streamed
music festival.


 


Schedule “B”


 


CONSULTANT
FEE SCHEDULE


 


Consultant
shall be paid
by LiveXLive a
monthly consulting fee in the amount
of Twelve Thousand Five Hundred
Dollars ($12,500), payable
semi-monthly on the
sixteenth (16th)
day of the month and the last day of the month. If the scheduled date for payment
is a holiday or weekend
day, then payment
shall be due on the following business day.


 






    	 	15	 



     

    

 


Exhibit "A"


 


Restricted
Stock Agreement


 


 


 


 






    	 	16	 



     

    

 


 


Exhibit "B"


 


Section 2870 of the California Labor Code is as follows:


 


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


 


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


 








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







 


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




 


 


17