Exhibit 10.1


 


AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT


 


This
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of December 14, 2017, is entered into
by and between LiveXLive Media, Inc., a Delaware corporation (the “Company”), and Robert Ellin (the “Executive”).
The Company and the Executive shall collectively be referred to herein as the “Parties”. Capitalized terms
used in this Amendment but not defined herein have the meanings ascribed to them in the Employment Agreement (as defined below).


 


WHEREAS,
the Parties have previously entered into that certain Employment Agreement, dated as of September 7, 2017 (the “Employment
Agreement”);


 


WHEREAS,
the Parties now desire to amend the Employment Agreement as set forth herein; and


 


WHEREAS,
pursuant to Section 9.1 of the Employment Agreement, the Employment Agreement may be amended by the Parties pursuant to a written
instrument duly executed by each of the Parties.


 


NOW,
THEREFORE, in consideration of the representations, warranties, covenants, agreements and conditions contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to
be legally bound hereby, agree as follows:


 


Section
1.                Amendments to the Employment Agreement.


 


(a)               
Section 5.1(a) of the Employment Agreement is hereby amended by inserting the bold, underlined text and deleting the stricken
through text as follows:


 


“During
the Employment Period, the Company shall pay to Executive a cash base salary from and after the date on which the First Underwritten
Public Offering is consummated (the “Public Offering Date”) at the rate of not less than Five
Six Hundred Fifty Thousand Dollars ($500650,000) per annum. During the Employment Period, the
Board (or the Compensation Committee) shall review Executive’s annual cash base salary not less frequently than on an annual
basis and may increase (but not decrease, including as it may be increased from time to time) such base salary. Executive’s
annual cash base salary, as it may be increased from time to time, is referred to herein as the “Base Salary”.
The Company shall pay the Base Salary to Executive in accordance with the Company’s generally applicable payroll practices
for senior executive officers, but not less frequently than in equal monthly installments.”


 


(b)              
Except for the amendments expressly set forth in this Section 1, the text of the Employment Agreement shall remain unchanged
and in full force and effect.


 


Section
2.                Miscellaneous. The provisions
of Sections 8.8 and 9 of the Employment Agreement are incorporated herein by reference.


 


[Signature
page follows]








 






     


     


    

 


IN
WITNESS WHEREOF, the Parties have entered into and signed this Amendment as of the date and year first above written.


 


	 	COMPANY:
	 	 	 
	 	LIVEXLIVE MEDIA, INC.
	 	 	 
	 	By:	/s/
    Jerome N. Gold
	 	Name:	Jerome
    N. Gold
	 	Title:   	Chief
    Financial Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	ROBERT ELLIN
	 	 	 
	 	/s/
    Robert Ellin
	 	(signature)