Exhibit 4.1


 


PROMISSORY NOTE


 





 






 


	Borrower:     	LIVEXLIVE MEDIA, INC.	 	Lender:	East West Bank
	 	 	 	 	 
	 	269 S. BEVERLY DR., STE 1450	 	 	Loan Servicing Department
	 	BEVERLY HILLS, CA 90212	 	 	9300 Flair Drive, 6th Floor
	 	 	 	 	El Monte, CA 91731



 





 



 





	Principal Amount: $7,000,000.00	Date of Note:
  June 2, 2021



 


PROMISE TO PAY. LIVEXLIVE MEDIA, INC.
(“Borrower”) promises to pay to East West Bank (“Lender”), or order, in lawful money of the United States of America,
the principal amount of Seven Million & 00/100 Dollars ($7,000,000.00) or so much as may be then outstanding, together with interest
on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment
of each advance.


 


PAYMENT. Borrower will pay this loan
in one payment of all outstanding principal plus all accrued unpaid interest on June 2, 2023. In addition, Borrower will pay regular monthly
payments of all accrued unpaid interest due as of each payment date, beginning June 15, 2021, with all subsequent interest payments to
be due on the same day of each month after that until maturity. Unless otherwise agreed or required by applicable law, payments will be
applied first to any accrued unpaid interest as shown on the most recent statement or bill provided to Borrower (if no statement or bill
has been provided for any reason, it shall be applied to the unpaid interest accrued since the last payment); then to principal; then
to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender’s address shown above or at such other
place as Lender may designate in writing.


 


VARIABLE INTEREST RATE. The interest
rate on this Note is subject to change from time to time based on changes in an independent index which is the daily Wall Street Journal
Prime Rate, as quoted in the “Money Rates” column of The Wall Street Journal (Western Edition) as determined by Lender (the
“Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. Lender will tell Borrower the current
Index rate upon Borrower’s request. The interest rate change will not occur more often than each day. Borrower understands that Lender
may make loans based on other rates as well. The Index currently is 3.250% per annum. Interest on the unpaid principal balance
of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 0.500 percentage
points over the Index (the “Margin”), adjusted if necessary for any minimum and maximum rate limitations described below, resulting
in an initial rate of 3.750% per annum based on a year of 360 days. If the Index becomes unavailable during the term of this loan, Lender
may designate a substitute index after notifying Borrower. NOTICE: Under no circumstances will the interest rate on this Note be less
than 3.250% per annum or more than the maximum rate allowed by applicable law.


 


INTEREST CALCULATION METHOD. Interest
on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by
the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable
under this Note is computed using this method.


 


PREPAYMENT; MINIMUM INTEREST CHARGE.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon
full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $100.00. Other than
Borrower’s obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier
than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue
to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send
Lender payments marked “p aid in full”, “without recourse”, or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount
owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates
that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to: East West Bank, Loan Service Department, 9300 Flair Drive, 6th
Floor El Monte, CA 91731.


 


LATE CHARGE. If a payment is 11 days or more late, Borrower
will be charged 5.000% of the unpaid portion of the regularly scheduled payment.


 


INTEREST AFTER DEFAULT. Upon default
and while it is continuing, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding
an additional 5.000 percentage point margin (“Default Rate Margin”), provided, that if and when such default is cured or such
default ceases to exists, the interest rate on this Note shall return to Index plus Margin. The Default Rate Margin shall also apply to
each succeeding interest rate change that would have applied had there been no default. If judgment is entered in connection with this
Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no
event will the interest rate exceed the maximum interest rate limitations under applicable law.


 






     


     


    

 


PROMISSORY NOTE





	Loan No: 769623758	(Continued)	Page 2







 



 


DEFAULT. Each of the following shall constitute an event
of default (“Event of Default”) under this Note:


 


Payment Default. Borrower fails to make any payment
when due under this Note.


 


Other Defaults. Borrower fails
to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents
or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.


 


Default in Favor of Third Parties.
Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay
this Note or perform Borrower’s obligations under this Note or any of the related documents.


 


False Statements. Any warranty,
representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related documents is
false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.


 


Insolvency. The dissolution or
termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy
or insolvency laws by or against Borrower which is not discharged within sixty (60) days of the filing thereof.


 


Creditor or Forfeiture
Proceedings.Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,
s elf-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any material collateral
securing the loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount reasonably determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor. Any
of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any
guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability
under, any guaranty of the indebtedness evidenced by this Note.


 


Change In Ownership. Any change in ownership of fifty
percent (50%) or more of the common stock of Borrower.


 


Adverse Change. A material adverse
change occurs in Borrower’s financial condition, or Lender reasonably believes the prospect of payment or performance of this Note is
materially impaired.


 


Cure Provisions. If any default,
other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note
within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of
such default: (1) cures the default within twenty (20) days; or (2) if the event of default is not cured within such twenty (20) day period,
immediately initiates steps which Lender deems in Lender’s sole reasonable discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 






     


     


    

 


PROMISSORY NOTE





	Loan
  No: 769623758	(Continued)	Page
  3




 


OTHER DEFAULTS MODIFIED. Notwithstanding
the section above entitled “Other Defaults”, Borrower fails to comply with or to perform any other term, obligation, covenant
or condition contained in this Note or Agreement or in any of the Related Documents between Lender and Borrower; or any shareholder, member,
trustor, or any owner of the Borrower also holding a controlling interest in any given entity’s common stock, membership interest,
trust interest, or any other ownership interest (“Related Entity”), fails to comply with or to perform any other term, obligation,
covenant or condition contained in any other agreement between Lender and the Related Entity.


 


LENDER’S RIGHTS. Upon default, Lender may
declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay
that amount.


 


ATTORNEYS’ FEES; EXPENSES. Lender may hire
or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to
any limits under applicable law, Lender’s reasonable attorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit, including
reasonable attorneys’ fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction),
and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.


 


JURY WAIVER. Lender and Borrower hereby
waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.


 


GOVERNING LAW. This Note will be governed by
federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to
its conflicts of law provisions. This Note has been accepted by Lender in the State of California.


 


DISHONORED ITEM FEE. Borrower will pay
a fee to Lender of $30.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized charge with which Borrower pays
is later dishonored.


 


RIGHT OF SETOFF. To the extent permitted
by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other
account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,
this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts.


 


COLLATERAL. Borrower acknowledges this Note is secured by the
following collateral described in the security instrument listed herein:


 


		(A)	a Commercial Security Agreement dated June 2, 2021 made and executed between LIVEXLIVE MEDIA, INC.
                                                                                                             and Lender on collateral described as: inventory, chattel paper, accounts, equipment, general
intangibles and fixtures; and



  


		(B)	Springing security interest in deposit accounts as described in the Assignments of Deposit Account dated June 2, 2021.



 


LINE OF CREDIT. This Note evidences a revolving
line of credit. Advances under this Note may be requested either orally or in writing by Borrower or as provided in this paragraph. Lender
may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by telephone
or otherwise to Lender are to be directed to Lender’s office shown above. The following person or persons are authorized to request advances
and authorize payments under the line of credit until Lender receives from Borrower, at Lender’s address shown above, written notice of
revocation of such authority: ROBERT ELLIN, CEO of LIVEXLIVE MEDIA, INC. and MICHAEL QUARTIERI, CFO of LIVEXLIVE MEDIA, INC.
Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited
to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements
on this Note or by Lender’s internal records, including daily computer print-outs.


 






     


     


    

 


PROMISSORY NOTE


 





	Loan
  No: 769623758	(Continued)	Page
  4




 


CHOICE OF VENUE. If there is a lawsuit,
the undersigned, and if more than one, each of the undersigned, agree upon Lender’s request to submit to the Jurisdiction of any state
or federal court of the Los Angeles, California.


 


COUNTERPART PROVISION. This document may
be signed in any number of counterparts, which, when delivered in the original to Lender, shall together constitute one original document.


 


CERTIFICATION OF ACCURACY. Borrower certifies
under penalty of perjury that all financial documents provided to Lender, which may include income statements, balance sheets, accounts
payable and receivable listings, inventory listings, rents rolls, and tax returns, are the most recent such documents prepared by Borrower,
that they give a complete and accurate statement of the financial condition of Borrower, as of the dates of such statements, and that
no material change has occurred since such time, except as disclosed to Lender in writing. Borrower agrees to notify Lender promptly of
the extent and character of any material adverse change in the Borrower’s financial condition. The financial documents shall constitute
continuing representations of Borrower and shall be construed by Lender to be continuing statements of the financial condition of Borrower
and to be new and original statement of all assets and liabilities of Borrower with respect to each advance under this Note and every
other transaction in which Borrower becomes obligated to Lender until Borrower advises Lender to the contrary. The financial documents
are being given to induce Lender to extend credit and Lender is relying upon such documents. Lender may verify with third parties any
information contained in financial documents delivered to Lender, obtain information from others, and ask and answer questions and requests
seeking credit experience about the undersigned.


 


SUCCESSOR
INTERESTS.The terms of this Note shall be binding upon Borrower, and upon Borrower’s
heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and
assigns.


 


NOTIFY US OF INACCURATE INFORMATION WE REPORT
TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information about Borrower’s account(s)
to a consumer reporting agency. Borrower’s written notice describing the specific inaccuracy(ies) should be sent to Lender at the following
address: East West Bank Loan Service Department P.O. Box 60021 City of Industry, CA 91716-0021.


 


GENERAL PROVISIONS. If any part of this
Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released
from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any
party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any
other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify
this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this
Note are joint and several.


 


PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD
ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES
RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 






	BORROWER:	 
	 	 	 
	LIVEXLIVE MEDIA, INC.	 
	 	 	 
	By:	/s/ Robert
    Ellin	 
	 	ROBERT ELLIN, CEO of LIVEXLIVE MEDIA, INC.