Exhibit 10.2


 


COMMERCIAL SECURITY AGREEMENT


 







	Grantor:	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







 


THIS COMMERCIAL SECURITY AGREEMENT
dated June 2, 2021, is made and executed between LIVEXLIVE MEDIA, INC. (“Grantor”) and East West Bank (“Lender”).


 


GRANT OF SECURITY INTEREST. For valuable
consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall
have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.


 


COLLATERAL DESCRIPTION. The word
“Collateral” as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether
now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the
Indebtedness and performance of all other obligations under the Note and this Agreement:


 


All inventory, equipment, accounts
(including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory
notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and
performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals
before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut;
all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing
property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating
to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the
foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic
media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned
or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including
but not limited to all insurance payments) of or relating to the foregoing property.


 


In addition, the word “Collateral” also includes
all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:


 


(A) All
accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein,
whether added now or later.


 


(B) All products and produce of any
of the property described in this Collateral section.


 


(C) All
accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment or
other disposition of any of the property described in this Collateral section.


 


(D) All
proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this
Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party’s insurer, whether
due to judgment, settlement or other process.


 


(E) All
records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm,
microfiche, or electronic media, together with all of Grantor’s right, title, and interest in and to all computer software required
to utilize, create, maintain, and process any such records or data on electronic media.


 


CROSS-COLLATERALIZATION. In addition
to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or
more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or in direct, determined
or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others,
whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may
become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise
unenforceable.


 


RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender (whether checking, savings,
or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor 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. Grantor 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.


 




     


     


    

 


COMMERCIAL SECURITY AGREEMENT


 


	Loan No: 769623758	(Continued)	Page 2





 



 








GRANTOR’S REPRESENTATIONS AND WARRANTIES WITH RESPECT
TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to Lender that:


 


Perfection of Security Interest. Grantor
agrees to take whatever actions are requested by Lender to perfect and continue Lender’s security interest in the Collateral. Upon
request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor
will note Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender.
This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness is paid in full
and even though for a period of time Grantor may not be indebted to Lender.


 


Notices to Lender. Grantor
will promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender may designate from
time to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s assumed business name(s); (3) change in
the management of the Corporation Grantor; (4) change in the authorized signer(s); (5) change in Grantor’s principal office
address; (6) change in Grantor’s state of organization; (7) conversion of Grantor to a new or different type of business
entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and
Lender. No change in Grantor’s name or state of organization will take effect until after Lender has received notice.


 


No Violation. The execution and delivery of this Agreement
will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation
and bylaws do not prohibit any term or condition of this Agreement.


 


Enforceability of Collateral.
To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial Code,
the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning
form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and
capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any account becomes subject to a security
interest in favor of Lender, the account shall be a good and valid account representing an undisputed, bona fide indebtedness incurred
by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered pursuant to a contract
of sale, or for services previously performed by Grantor with or for the account debtor. So long as this Agreement remains in effect,
Grantor shall not, without Lender’s prior written consent, compromise, settle, adjust, or extend payment under or with regard to
any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under
which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.


 


Location of the Collateral. Except
in the ordinary course of Grantor’s business, Grantor agrees to keep the Collateral (or to the extent the Collateral consists of
intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor’s address shown above,
the locations of Borrower’s subsidiaries or at such other locations as are reasonably acceptable to Lender. Upon Lender’s
request, Grantor will deliver to Lender in form reasonably satisfactory to Lender a schedule of real properties and Collateral locations
relating to Grantor’s operations, including without limitation the following: (1) all real property Grantor owns or is purchasing;
(2) all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other
properties where Collateral is or may be located.


 


Removal of the Collateral. Except
in the ordinary course of Grantor’s business, including the sales of inventory, Grantor shall not remove the Collateral from its
existing location without Lender’s prior written consent. To the extent that the Collateral consists of vehicles, or other titled
property, Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside
the State of Delaware, without Lender’s prior written consent. Grantor shall, whenever requested, advise Lender of the exact location
of the Collateral.


 


Transactions Involving Collateral.
Except for inventory sold or accounts collected in the ordinary course of Grantor’s business, or as otherwise provided for in
this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. Grantor may sell inventory,
but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A s ale
in the ordinary course of Grantor’s business does not include a transfer in partial or total satisfaction of a debt or any bulk
sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance,
or charge, other than the security interest provided for in this Agreement or as reported in the SEC Reports or as disclosed to the Lender,
without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted
under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held
in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent
by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.


 


Title. Grantor represents and
warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except
for the lien of this Agreement other than the security interest provided for in this Agreement or as reported in the SEC Reports or as
disclosed to the Lender. No financing statement covering any of the Collateral is on file in any public office other than those which
reflect the security interest created by this Agreement or to which Lender has specifically consented or as reported in the SEC Reports
or as disclosed to the Lender. Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other
persons, subject to the terms of the Related Agreements.


 






     


     


    

 


COMMERCIAL SECURITY AGREEMENT


 





	Loan No: 769623758	(Continued)	Page 3


 


Repairs and Maintenance. Grantor
agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times
while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material
furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral.


 


Inspection of Collateral. Lender
and Lender’s designated representatives and agents shall have the right at all reasonable times to examine and inspect the Collateral
wherever located.


   


Taxes, Assessments and Liens. Grantor
will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this Agreement, upon any promissory
note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect
to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender’s
interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral is subjected to a lien which is not discharged
within thirty (30) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to
Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, reasonable attorneys’ fees or other
charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend itself and Lender
and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee
under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes, assessments,
and governmental and other charges have been paid in full and in a timely manner. Grantor may withhold any such payment or may elect to
contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender’s
interest in the Collateral is not jeopardized.


 


Compliance with Governmental Requirements.
Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in
effect, applicable to the ownership, production, disposition, or use of the Collateral, including all laws or regulations relating to
the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production of an agricultural product or commodity.
Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate
appeals, so long as Lender’s interest in the Collateral, in Lender’s opinion, is not jeopardized.


 


Hazardous Substances. Grantor
represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral,
used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release
or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantor’s due
diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender
for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees
to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this
Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction of this Agreement.


 


Maintenance of Casualty Insurance.
Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together with
such other insurance as Lender may reasonably require with respect to the Collateral, in form, amounts, coverages and basis reasonably
acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver
to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages
will not be cancelled or diminished without at least thirty (30) days’ prior written notice to Lender and not including any disclaimer
of the insurer’s liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing
that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. In connection
with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender with such loss
payable or other endorsements as Lender may reasonably require. If Grantor at any time fails to obtain or maintain any insurance as required
under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender reasonably deems appropriate, including
if Lender so chooses “single interest insurance,” which will cover
only Lender’s interest in the Collateral.


 




     


     


    

 


COMMERCIAL SECURITY AGREEMENT


 





	Loan No: 769623758	(Continued)	Page 4


  


Application of Insurance Proceeds.
Grantor shall promptly notify Lender of any loss or damage to the Collateral if the estimated cost of repair or replacement exceeds
$10,000.00, whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantor fails to do so within
fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held
by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall,
upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If
Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all
of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their
receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.


 


Insurance Reserves. Lender may
require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments
from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts
at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor
shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a
non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become
due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance
premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor’s sole responsibility.


 


Insurance Reports. Grantor,
upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably
request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured;
(5) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (6) the expiration
date of the policy. In addition, Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser
reasonably satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral.


 


Financing Statements. Grantor
authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s security interest.
At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue
Lender’s security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other reasonably fees and
costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender
to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement.


 


GRANTOR’S RIGHT TO POSSESSION AND TO
COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor may have possession of the
tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement
or the Related Documents, provided that Grantor’s right to possession and beneficial use shall not apply to any Collateral where
possession of the Collateral by Lender is required by law to perfect Lender’s security interest in such Collateral. Until otherwise
notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Event of Default
exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make payments directly to Lender for application
to the Indebtedness. If Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall
be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose
as Grantor shall request or as Lender, in Lender’s sole reasonable discretion, shall deem appropriate under the circumstances, but
failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be
required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain
any security interest given to secure the Indebtedness.


 


LENDER’S EXPENDITURES. If any action
or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Grantor fails to comply with any
provision of this Agreement or any Related Documents, including but not limited to Grantor’s failure to discharge or pay when due
any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor’s behalf may
(but shall not be obligated to) take any action that Lender reasonably deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying
all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor.
All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to
the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term
of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and
payable at the Note’s maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all
other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default.


 






     


     


    

 


COMMERCIAL SECURITY AGREEMENT


 





	Loan No: 769623758	(Continued)	Page 5


 



DEFAULT. Each of the following shall constitute an Event of
Default under this Agreement:


 


Payment Default. Grantor fails to make any payment
when due under the Indebtedness.


 


Other Defaults. Grantor fails
to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement 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 Grantor.


 


Default in Favor of Third Parties.
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 Grantor’s property or ability to perform Grantor’s
obligations under this Agreement or any of the Related Documents.


 


False Statements. Any warranty,
representation or statement made or furnished to Lender by Grantor or on Grantor’s behalf under this Agreement 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.


 


Defective Collateralization. This
Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create
a valid and perfected security interest or lien) at any time and for any reason.


 


Insolvency. The dissolution
or termination of Grantor’s existence as a going business, the insolvency of Grantor, the appointment of a receiver for any part
of Grantor’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 Grantor 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, self -help, repossession or any other method,
by any creditor of Grantor or by any governmental agency against any material collateral securing the Indebtedness. This includes a garnishment
of any of Grantor’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is
a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding
and if Grantor 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 determined by Lender, in its sole reasonable 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 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.


 


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


 





     


     


    

 


COMMERCIAL SECURITY AGREEMENT


 





	Loan No: 769623758	(Continued)	Page 6


 








  


Cure Provisions. If any default,
other than a default in payment, is curable and if Grantor has not been given a notice of a breach of the same provision of this Agreement
within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written notice to Grantor 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.


 


RIGHTS AND REMEDIES ON DEFAULT. If an Event
of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of a secured party under the Delaware
Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies:


 


Accelerate Indebtedness. Lender
may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable,
without notice of any kind to Grantor.


 


Assemble Collateral. Lender
may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents
relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated
by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If
the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other
goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.


 


Sell the Collateral. Lender
shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender’s own name or
that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily
in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law, reasonable
notice of the time and place of any public sale, or the time after which any private sale or any other disposition of the Collateral is
to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an agreement
waiving that person’s right to notification of sale. The requirements of reasonable notice shall be met if such notice is given
at least twenty (20) days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including
without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of
the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until
repaid.


 


Appoint Receiver. Lender shall
have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve
the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and apply the proceeds,
over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender’s
right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial
amount. Employment by Lender shall not disqualify a person from serving as a receiver.


 


Collect Revenues, Apply Accounts.
Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may
at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee and receive
the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness
in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies,
instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust,
sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these
purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any address
to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items
pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors
on any Collateral to make payments directly to Lender.


 


Obtain Deficiency. If Lender
chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the Indebtedness
due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable
for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper.


 


Other Rights and Remedies. Lender
shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from
time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity,
or otherwise.


 






     


     


    

 


COMMERCIAL SECURITY AGREEMENT


 





	Loan No: 769623758	(Continued)	Page 7


 



Election of Remedies. Except
as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this Agreement, the Related Documents,
or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy
shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor
under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right to declare a default and exercise
its remedies.


 


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
located in 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.


 


MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
are a part of this Agreement:


 


Amendments. This Agreement,
together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in
this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’ Fees;
Expenses.Grantor agrees to pay upon demand all of Lender’s costs and expenses, including
Lender’s reasonable attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this
Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the reasonable costs and expenses
of such enforcement. Costs and expenses include Lender’s reasonable attorneys’ fees and legal expenses whether or not there
is a lawsuit, including reasonable attorneys’ fees and leg al expenses for bankruptcy proceedings (including efforts to modify
or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services. Lender may also recover
from Grantor all court, alternative dispute resolution or other collection costs (including , without limitation, fees and charges of
collection agencies) actually incurred by Lender.


  


Caption Headings. Caption headings
in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.


 


Governing Law. With respect to procedural
matters related to the perfection and enforcement of Lender’s rights against the Collateral, this Agreement 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. In all other respects,
this Agreement 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. However, if there ever is a question about whether any provision of this
Agreement is valid or enforceable, the provision that is questioned will be governed by whichever state or federal law would find the
provision to be valid and enforceable. The loan transaction that is evidenced by the Note and this Agreement has been applied for, considered,
approved and made, and all necessary loan documents have been accepted by Lender in the State of California.


 


No Waiver by Lender. Lender
shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay
or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender
of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance
with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and
Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations as to any future transactions.
Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.


 


Notices. Any notice required
to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited
in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning
of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties,
specifying that the purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees to keep Lender informed
at all times of Grantor’s current address. Unless otherwise provided or required by law, if there is more than one Grantor, any
notice given by Lender to any Grantor is deemed to be notice given to all Grantors.


 






     


     


    

 


COMMERCIAL SECURITY AGREEMENT


 





	Loan No: 769623758	(Continued)	Page 8


 



Power of Attorney. Grantor hereby
appoints Lender as Grantor’s irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend,
or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may
at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of an y financing statement
or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation
of the perfection of Lender’s security interest in the Collateral.


 


Severability. If a court of
competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding
shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision
shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall
be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision
of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.


 


Successors and Assigns. Subject
to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be binding upon and inure to
the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor,
Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement and the Indebtedness by way
of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness.


 


Survival of Representations and
Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery
of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor’s Indebtedness
shall be paid in full.


 


Time is of the Essence. Time is of the essence in
the performance of this Agreement.


 


Waive Jury. All parties to this
Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party.


 


Additional Related Documents. “Related
Documents” shall also include all agreements and instruments executed by Borrower in connection with prior indebtedness by Borrower
to Lender which, by the terms of such agreements and /or instruments, apply to all or part of Borrower’s underlying obligations
of this Indebtedness and/or applies to all future indebtedness of Borrower to Lender.


 


DEFINITIONS. The following capitalized
words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references
to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement
shall have the meanings attributed to such terms in the Uniform Commercial Code:


 


Agreement. The word “Agreement” means
this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified from time to time, together with
all exhibits and schedules attached to this Commercial Security Agreement from time to time.


 


Borrower. The word “Borrower” means LIVEXLIVE
MEDIA, INC. and includes all co-signers and co-makers signing the Note and all their successors and assigns.


 


Collateral. The word “Collateral” means
all of Grantor’s right, title and interest in and to all the Collateral as described in the Collateral Description section of this
Agreement.


 


Environmental Laws. The words “Environmental
Laws” mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health
or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No.
99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.


 






     


     


    

 


COMMERCIAL SECURITY AGREEMENT


 





	Loan No: 769623758	(Continued)	Page 9


 



Event of Default. The words “Event of Default”
mean any of the events of default set forth in this Agreement in the default section of this Agreement.


 


Grantor. The word “Grantor” means LIVEXLIVE
MEDIA, INC..


 


Guaranty. The word “Guaranty”
means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all
or part of the Note.


 


Hazardous Substances. The words
“Hazardous Substances” mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics,
may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of,
generated, manufactured, transported or otherwise handled. The words “Hazardous Substances” are used in their very broadest
sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental
Laws. The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction
thereof and asbestos.


 


Indebtedness. The word “Indebtedness”
means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness
and costs and expenses for which Grantor is responsible under this Agreement or under an y of the Related Documents. Specifically, without
limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement.


 


Lender. The word “Lender” means East
West Bank, its successors and assigns.


 


Note. The word “Note”
means the Note dated June 2, 2021 and executed by LIVEXLIVE MEDIA, INC. in the principal amount of $7,000,000.00, together with all renewals
of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement.


 


Property. The word “Property”
means all of Grantor’s right, title and interest in and to all the Property as described in the “Collateral Description”
section of this Agreement.


 


Related Documents. The words
“Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security
agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether
now or hereafter existing, executed in connection with the Indebtedness.


 


GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL
SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JUNE 2, 2021.


 


THIS AGREEMENT IS DELIVERED UNDER SEAL AND IT IS INTENDED THAT THIS
AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.


 


GRANTOR:


 


LIVEXLIVE MEDIA, INC.


 


	By: 	/s/ Robert Ellin	(Seal)
  
	 	ROBERT ELLIN, CEO of LIVEXLIVE MEDIA, INC.