Exhibit 10.1


 


BUSINESS LOAN AGREEMENT


 


	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 




 


THIS BUSINESS LOAN AGREEMENT (this
“Agreement”) dated June 2, 2021 (the “Closing Date”), is made and executed between LIVEXLIVE MEDIA, INC. (“Borrower”)
and East West Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender
or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any
exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan,
Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing,
or extending of any loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall
be and remain subject to the terms and conditions of this Agreement.


 


TERM. This Agreement shall be effective
as of the Closing Date, and shall continue in full force and effect until the later of (the “Term”) (i) twenty four (24) months
from the Closing Date and (ii) such time as all of Borrower’s Loans in favor of Lender have been paid in full, including principal, interest,
costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this
Agreement.


 


LINE OF CREDIT. The Indebtedness
includes a revolving line of credit. Advances under the Indebtedness, as well as directions for payment from Borrower’s accounts, may
be requested either orally or in writing by Borrower. Lender may, but need not require that all non-written requests be confirmed in writing.
Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person as described
in the “Advance Authority” section below or (B) credited to any of Borrower’s accounts with Lender.


 


ADVANCE AUTHORITY. 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.


 


CONDITIONS PRECEDENT TO EACH ADVANCE.
Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment
to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.


 


Loan Documents. Borrower shall
provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in
the Collateral; (3) financing statements and all other documents perfecting Lender’s Security Interests; (4) evidence of insurance as
required below; (5) subordinations; (6) together with all such Related Documents as Lender may require for the Loan; all i n form and
substance reasonably satisfactory to Lender and Lender’s counsel.


 


Borrower’s Authorization. Borrower
shall have provided in form and substance reasonably satisfactory to Lender properly certified resolutions, duly authorizing the execution
and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions,
authorizations, documents and instruments as Lender or its counsel, may reasonably require.


 


Payment of Fees and Expenses. Borrower
shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related
Document.


 


Representations and Warranties. The
representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to
Lender under this Agreement are true and correct as of the date of such Advance.


 


No Event of Default. There shall
not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related
Document.


 


LOAN ADVANCE. Subject to and upon
the terms and conditions set forth in this Agreement, Lender shall make each Advance to Borrower on the Financial Closing Date and Additional
Advance Date, as applicable, by deposit of Advance proceeds to the Operating Account. Borrower shall deliver to Lender an Advance Request
executed by Borrower pursuant to which (i) Borrower certifies to Lender that conditions precedent to each Advance as set forth in this
Agreement have been satisfied. “Advance Request”: means a notice of advance request in the form of Exhibit A attached hereto,
delivered by Borrower to Lender at least one (1) Business Day prior to the Financial Closing Date or an Additional Advance Date, stating
the amount of the Advance requested, the date on which the Advance is to be paid and the account to which the Advance is to be paid.
“Financial Closing Date”: means the first date upon which all of the conditions precedent to each Advance as set forth in
this Agreement have been satisfied or waived by Lender in its sole discretion as of 1:00 p.m. California time on such date. “Additional
Advance Date”: means, with respect to each Advance subsequent to the initial Advance, the first date upon which all of the
conditions precedent to each Advance as set forth in this Agreement are satisfied or waived by Lender in its sole discretion. If all
Advances are made on the same date, the Additional Advance Date shall be such date.






    


     


    

 


BUSINESS LOAN AGREEMENT


 


	Loan No: 769623758	 	(Continued)	 	Page 2



 


REPRESENTATIONS AND WARRANTIES. Borrower
represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date
of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization. Borrower is a corporation
for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws
of the State of Delaware. Borrower is duly authorized to transact business in the State of California and all other states in which Borrower
is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing
business, except where the failure to be so authorized or obtain necessary filings, governmental licenses and approvals would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the Corporation’s business or financial condition.
Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own
its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office
at 269 S. BEVERLY DR., STE 1450, BEVERLY HILLS, CA 90212. Unless Borrower has designated otherwise in writing, the principal office is
the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender
prior to any change in the location of Borrower’s state of organization or any change in Borrower’s name. Borrower shall do all things
necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations,
rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and
Borrower’s business activities.




 


Assumed Business Names. Borrower
has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the
name of Borrower, the following is a complete list of all assumed business names under which Borrower does business:


 


None.


 




Authorization. Borrower’s execution,
delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower
and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower’s articles of incorporation
or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court
decree, or order applicable to Borrower or to Borrower’s properties, in the case of 1(b) except where such conflict, violation or a default
would not, reasonably be expected to have a material adverse effect on the Corporation’s business or financial condition.


 


Financial Information. Each of Borrower’s
financial statements supplied to Lender truly and completely disclosed Borrower’s financial condition as of the date of the statement,
and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement
supplied to Lender except as disclosed by Borrower in its reports with the U.S. Securities and Exchange Commission (the “SEC Reports”).
Borrower has no material contingent obligations except as disclosed in such financial statements or as provided in the SEC Reports


 


Legal Effect. This Agreement constitutes,
and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding
obligations of Borrower enforceable against Borrower in accordance with their respective terms, except to the extent that the enforceability
thereof may be limited by: (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from
time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (b) general principles of equity
(collectively, the “Equitable Exceptions”).


 


Properties. Except as contemplated
by this Agreement or as previously disclosed in Borrower’s financial statements or in the SEC Reports or in writing to Lender and as accepted
by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower’s
properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such
properties. Except as disclosed in writing to the Lender, all of Borrower’s properties are titled in Borrower’s legal name, and Borrower
has not used or filed a financing statement under any other name for at least the last five (5) years.


 


Hazardous Substances. Except
as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower’s ownership
of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe
that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any
of the Collateral; or


 






    


     


    

 


BUSINESS LOAN AGREEMENT


 


	Loan No: 769623758	 	(Continued)	 	Page 3



 


(c) any
actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor,
agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous
Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal,
state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and
its agents to enter upon the Collateral to make such inspections and tests as Lender may deem reasonably appropriate to determine compliance
of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower’s expense and for Lender’s
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person.
The representations and warranties contained herein are based on Borrower’s due diligence in investigating the Collateral for hazardous
waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution
in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless
Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain
or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal,
release or threatened release of a hazardous waste or substance on the Collateral . The provisions of this section of the Agreement, including
the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction
of this Agreement and shall not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or
otherwise.


 




Litigation and Claims. No litigation,
claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or to
its knowledge, threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties,
other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing or as disclosed
in the SEC Reports.


 


Taxes. To the best
of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes,
assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good
faith in the ordinary course of business and for which adequate reserves have been provided.


 


Lien Priority. Unless otherwise previously
disclosed to Lender in writing or as reported in the SEC Reports, Borrower has not entered into or granted any Security Agreements, or
permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment
of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests and rights in and to
such Collateral.




 


Binding Effect. This Agreement, the Note,
all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives
and assigns, and are legally enforceable in accordance with their respective terms.


 


Certification of Beneficial Owner(s). If Borrower is requested
by Lender to provide a Certification of Beneficial Owner(s), the information included in the Certification of Beneficial Owner(s) is true
and correct in all respects. “Certification of Beneficial Owner(s)” means a certification regarding beneficial ownership required
by the Beneficial Ownership Regulation, which certification shall be substantially in form and substance satisfactory to Lender. “Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230




 


AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender
that, so long as this Agreement remains in effect, Borrower will:


 


Notices of Claims and Litigation.
Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and
all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which
could materially affect the financial condition of Borrower or the financial condition of any Guarantor.


 


Financial Records. Maintain
its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower’s books
and records at all reasonable times with prior reasonable notice.


 


Financial Statements. Furnish Lender with the following:


 


Additional Requirements. Borrower
understands and agrees that while this Agreement is in effect, Borrower will maintain a financial condition indicated by the following
statements at all times, unless otherwise noted:


 


Agings. Within 10 business days,
or sooner, after the end of each month, Borrower shall provide Lender with a listing and aging by invoice date of all accounts receivable
and all accounts payable in detailed format acceptable to Lender, and submitted to Lender electronically.


 


Inventory. Within 10 business
days, or sooner, after the end of each month, Borrower shall provide Lender with a listing of all inventory in detailed format acceptable
to Lender, and submitted to Lender electronically.


 


Compliance Certificate. As soon
as available, but in no event later than 10 business days after the end of each month and 120 days after the end of each fiscal year,
Borrower shall provide Lender with a compliance certificate attesting that (i) Borrower is in complete compliance for the period ending
with all required covenants in the Agreement; and (ii) all representations and warranties of Borrower stated in the Agreement are true
and correct in all material respects as of the date thereof.


 






    


     


    

 


BUSINESS LOAN AGREEMENT


 


	Loan No: 769623758	 	(Continued)	 	Page 4



 


Corporate Borrower Annual Statements.
As soon as available, but in no event later than one hundred twenty (120) days after the end of each fiscal year (subject to applicable
SEC extension), Borrower shall provide Lender with Borrower’s balance sheet, income and expense statements, and statement of cash flows,
with notes thereto for the year ended, in such form as reported by Borrower with the U.S. Securities and Exchange Commission (the “SEC”)
audited by Borrower’s independent registered public accounting firm.


 


Corporate Borrower Interim Statements.
As soon as available, but in no event later than thirty (30) days after the end of each month, Borrower shall provide Lender with
balance sheet, income and expense statements, and statement of cash flows for the period ended, prepared by Borrower.


 


All financial reports required to be provided under this
Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct.


 


Additional Information. Furnish such additional information
and statements, as Lender may reasonably request from time to time.


 


Financial Covenants and Ratios. Comply with the following
covenants and ratios:


 


Additional Requirements. Borrower understands and
agrees that while this Agreement is in effect, Borrower will maintain a financial condition indicated by the following ratios at all times,
unless otherwise noted:


 


Liquidity. Within 90 days after Loan closing, Borrower
and all of its affiliates maintain unrestricted cash with Lender of not less than $10,000,000 in the aggregate, tested monthly.


 


Total Assets to Loan. Maintain a ratio of Total Assets
to Loan (defined as 80% of Eligible Accounts and 50% of Eligible Inventory divided by outstanding balance on the Loan) of not less than
1.50 to 1.00.


 


Except as provided above, all computations made to determine
compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles,
applied on a consistent basis, and certified by Borrower as being true and correct.


 


Insurance. Maintain fire and
other risk insurance, public liability insurance, and such other insurance as Lender may reasonably require with respect to Borrower’s
properties and operations, in form, amounts, coverages and with insurance companies that the Borrower currently utilizes and after the
expiration of such policies as reasonably acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to
time the policies or certificates of insurance in form reasonably satisfactory to Lender, including stipulations that coverages will not
be cancelled or diminished without at least thirty (30) days prior written notice to Lender. 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 Borrower
or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans,
Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender may reasonably require.


 


Insurance Reports. Furnish to
Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including
without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties
insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values;
and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have
an independent appraiser reasonably satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any
Collateral. The reasonable cost of such appraisal shall be paid by Borrower.




 




    


     


    

 


BUSINESS LOAN AGREEMENT


 


	Loan No: 769623758	 	(Continued)	 	Page 5



 




Subordination. Prior to disbursement
of any Loan proceeds, deliver to Lender subordination agreements on Lender’s forms, executed by Borrower’s creditors named below, subordinating
all of Borrower’s indebtedness to such creditors, or such lesser amounts as may be agreed to by Lender in writing, and any security interests
in collateral securing that indebtedness to the Loans and security interests of Lender.


 


	Name of Creditor	 	Total Amount

 of Debt	 
	HARVEST SMALL CAP PARTNERS, L.P.	 	$	4,496,035.00	 
	TRINAD CAPITAL MASTER FUND LTD	 	$	5,408,000.00	 
	HARVEST  SMALL  CAP  PARTNERS	 	$	10,503,965.00	 
	MASTER, LTD	 	 	 	 




 


Other Agreements. Comply with
all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender
immediately in writing of any default in connection with any other such agreements.


 


Loan Proceeds. Use all Loan
proceeds solely for Borrower’s business operations and general working capital, unless specifically consented to the contrary by Lender
in writing.


 


Taxes, Charges and Liens. Pay
and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges,
levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits , prior to the date on which penalties
would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits.
Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as
(1) the legality of the same shall be contested in good faith by appropriate proceedings, (2) Borrower shall have established on Borrower’s
books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP, and (3)
any assessment, tax, charge, levy, lien or claim upon any of Borrower’s properties, income, or profits as disclosed in the SEC Reports
as of the date of this Agreement.


 


Performance. Perform and comply,
in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other
instruments and agreements between Borrower and Lender. Borrower shall notify Lender promptly in writing of any default in connection
with any agreement.


 


Operations. Maintain executive
and management personnel with substantially the same qualifications and experience as the present executive and management personnel;
provide written notice to Lender of any change in executive personnel; conduct its business affairs in a reasonable and prudent manner.


 


Environmental Studies. Promptly
conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as may be reasonably requested by
Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous
substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility
owned, leased or used by Borrower.


 


Compliance with Governmental Requirements.
Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct
of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the
Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during
any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in
Lender’s sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security
or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.


 


Inspection. Permit employees
or agents of Lender at any reasonable time with prior written notice to Borrower to inspect any and all Collateral for the Loan or Loans
and Borrower’s other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s
books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated
records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request
of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies
of any records it may request, all at Borrower’s expense.


 


Environmental Compliance and Reports.
Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional
or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower,
any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance
with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly
and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other
communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s
part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources.




 




    


     


    

 


BUSINESS LOAN AGREEMENT


 


	Loan No: 769623758	 	(Continued)	 	Page 6



 


Additional Assurances. Make,
execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements,
instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to
perfect all Security Interests.


 


Depository Relationship. Maintain one or more deposit
account(s) at Lender.


 


Compliance with “Know Your
Customer” Requirements. Promptly following any request therefor, Borrower shall provide information and documentation reasonably
requested by Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the
Beneficial Ownership Regulation or other applicable anti-money laundering laws, including but not limited to a Certificate of Beneficial
Owner(s) acceptable to Lender if applicable.




 


RECOVERY OF ADDITIONAL COSTS. If the imposition
of or any change in any law, rule, regulation, guideline, or generally accepted accounting principle, or the interpretation or application
of any thereof by any court, administrative or governmental authority, or standard-setting organization (including any request or policy
not having the force of law) shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes
imposed on Lender), reserve requirements, capital adequacy requirements or other obligations which would (A) increase the cost to Lender
for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this
Agreement or the Related Documents, or (C) reduce the rate of return on Lender’s capital as a consequence of Lender’s obligations with
respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate
Lender therefor, within fifteen (15) days after Lender’s written demand for such payment, which demand shall be accompanied by an explanation
of such imposition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and
calculations shall be conclusive in the absence of manifest error.


 


LENDER’S EXPENDITURES. If any action or
proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision
of this Agreement or any Related Documents, including but not limited to Borrower’s failure to discharge or pay when du e any amounts
Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not
be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security
interests, encumbrances and other claims, at any time after the date of this Agreement levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any 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 Borrower. 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.


 


NEGATIVE COVENANTS. Borrower covenants
and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender, which
shall not be unreasonably withheld, conditioned or delayed:


 


Indebtedness and Liens. (1)
Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur
or assume indebtedness for borrowed money, including capital leases, other than indebtedness of any acquiree that s outstanding as of
the time of the acquisition, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower’s
assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts, except to Lender.


 


Continuity of Operations. (1) Except as disclosed
in writing by Borrower to Lender as of the date of this Agreement, engage in any material business activities substantially different
than those in which Borrower is presently engaged, cease operations, liquidate, merge or restructure as a legal entity (whether by division
or otherwise), consolidate with or acquire any other entity, change its name, convert to another type of entity or redomesticate, dissolve
or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends
payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default is continuing or
would result from the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue
Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to
enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state
law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower’s
stock, or purchase or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure.


 



Loans, Acquisitions and Guaranties.
(1) Loan, invest in or advance money or assets to any other person, enterprise or entity other than in the ordinary course of business,
(2) purchase, create or acquire any interest in any other enterprise or entity other than in the ordinary course of business or in consideration
of equity and/or payment obligation of Borrower, (3) incur any obligation as surety or guarantor other than in the ordinary course of
business or in excess of $500,000 or indebtedness or sureties or guarantees that the acquiree has outstanding as of the time of the acquisition
(or replacement thereof on the same terms in connection with such acquisition).


 


Agreements. Enter into any agreement
containing any material provisions which would be violated or breached by the performance of Borrower’s obligations under this Agreement
or in connection herewith.


 




    


     


    

 


BUSINESS LOAN AGREEMENT


 


	Loan No: 769623758	 	(Continued)	 	Page 7



 


CESSATION OF ADVANCES. If Lender has made
any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation
to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies,
becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings which is not discharged within sixty (60)
days of the filing thereof, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in
the financial condition of any Guarantor, or in the value of any material Collateral securing any Loan; or (D) any Guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender.


 


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.


 


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


 


Payment Default. Borrower fails to make any payment
when due under the Loan.


 


Other Defaults. Borrower 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 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 or any Grantor’s property or Borrower’s
or any Grantor’s ability to repay the Loans or perform their respective obligations under this Agreement 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 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.


 


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.


 


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.


 


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 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 of any of the Indebtedness or any Guarantor dies or becomes incompetent,
or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


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 the Loan is materially
impaired.


 


Right to Cure. If any default,
other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar
default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after Lender sends written
notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default within twenty (20) days; or (2)
if the event of default is not cured within such twenty (20) days period, immediately initiate steps which Lender deems in Lender’s sole
reasonable discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.


 






    


     


    

 


BUSINESS LOAN AGREEMENT


 


	Loan No: 769623758	 	(Continued)	 	Page 8



 


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.


 






EFFECT OF AN EVENT OF DEFAULT. If any Event
of Default shall occur and subject to any cure period, except where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement will be immediately terminated
(including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately will
become due and payable, all without prior written notice to Borrower, except that in the case of an Event of Default of the type described
in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited
by applicable law, all of Lender’s rights and remedies 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 Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its rights and 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 Len der, shall together constitute one original document.


 


ELECTRONIC INSTRUCTIONS. Borrower desires
to apply for Advances and instruct Lender regarding all other aspects of the Loan electronically, including but not limited to by electronic
mail, internet, telex, telefax, facsimile and/or telecopy. Borrower agrees that Lender may act in accordance with electronically transmitted
applications and instructions (“Electronic Instructions”) subject to the following provisions: 1) Borrower’s Electronic Instructions
must be sent to Lender electronically only by means of such services and in such format(s) as may be approved from time to time by Lender
in its sole discretion; 2) Borrower will provide to Lender, in writing and duly signed by Borrower, any reasonable security or verification
procedures, and Lender may require additional security or verification procedures in its sole discretion; 3) Borrower hereby authorizes
and instructs Lender to take all actions requested in any and all Electronic Instructions and agrees that each such Electronic Instruction
will be deemed an original and, if sent in lieu of manually signed instructions, will be deemed to incorporate all of the terms and provisions
of the Lender’s standard form or format, if any, for such instructions; 4) Borrower recognizes and agrees that it will be obligated for
any loan advance request and/or instruction pursuant to Electronic Instructions to the same extent as if such advance request and/or instruction
were provided pursuant to Lender’s standard form or Lender approved format(s) manually signed by Borrower;


 


5) Borrower
agrees to indemnify and hold harmless Lender, its officers, directors, employees and affiliates against any and all liability, loss, cost,
damages, attorneys’ fees and other expenses which Lender may incur in reliance upon and pursuant to any and all of the Electronic Instructions
received by Lender and purported to be sent by Borrower; 6) Lender is not responsible for checking electronic communications devices on
a regular basis, and Borrower will make arrangements to assure Electronic Instructions have been sent to a current employee of Lender,
and the employee of Lender has received and read the Electronic Instructions; 7) Lender is not responsible for delays, errors or omissions
resulting from malfunction of electronic communications devices or from other conditions beyond the control of Lender; and 8) Lender is
not responsible for misuse of or wrongful access to electronic communications devices by Borrower’s representatives and employees nor
for any delay in acting on Electronic Instructions caused by Electronic Instructions which Lender deems to be uncertain or unclear or
incomplete.


 


USA PATRIOT ACT. Lender hereby
notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower, which information
includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the
Act. Borrower shall, promptly following a request by Lender, provide all documentation and other information that Lender requests in
order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the Act. For legal entity borrowers, Lender will require the legal entity to provide identifying information
about each beneficial owner and/or individuals who have significant responsibility to control, manage or direct the legal
entity.




 


COLLATERAL EXAM. Lender shall have the right to conduct a collateral
exam at Borrower’s reasonable expense as needed.


 


Remittance/Control Account. At all times while this Agreement
is in effect, Borrower shall cause the payments and other proceeds of the Accounts to be paid by the Account Debtors under a remittance
account or control account arrangement with Lender, or Lender’s agent, or with one or more financial institutions designated by
Lender. Borrower further agrees that, if no Event of Default exists under this Agreement, any and all of such funds received under such
a remittance account or control account arrangement shall, at Lender’s sole election and discretion, either be (1) paid or turned
over to Borrower; (2) deposited into one or more accounts for the benefit of Borrower (which deposit accounts shall be subject to a security
assignment in favor of Lender); (3) deposited into one or more accounts for the joint benefit of Borrower and Lender (which deposit accounts
shall likewise be subject to a security assignment in favor of Lender); (4) paid or turned over to Lender to be applied to the Indebtedness
in such order and priority as Lender may determine within its sole discretion; or (5) any combination of the foregoing as Lender shall
determine from time to time. Borrower further agrees that, should one or more Events of Default exist, subject to any cure period, any
and all funds received under such a remittance account or control account arrangement shall be paid or turned over to Lender to be applied
to the Indebtedness, again in such order and priority as Lender may determine within its sole discretion.


 




    


     


    

 


BUSINESS LOAN AGREEMENT


 


	Loan No: 769623758	 	(Continued)	 	Page 9



 


OPERATING ACCOUNT/AUTOMATIC PAYMENTS. At
all times while this Agreement is in effect, Borrower shall maintain its primary operating account with Lender (“Operating Account”).
All payments due under the Note shall be automatically deducted from the Operating Account with monthly statements provided to Borrower.
If the funds in the Operating Account are insufficient to cover any payment, Lender shall not be obligated to advance funds to cover the
payment. In addition, Borrower shall execute in favor of Lender any other agreement or document required by Lender in connection with
establishing the automatic payments as provided in this section.


 


Springing Security Interest. In connection
with this Loan, Borrower and all of its affiliates shall execute in favor of Lender an Assignment of Deposit Account providing for a springing
security interest in the Accounts (as defined in the Assignment of Deposit Account), in form and substance acceptable to Lender. Upon
the occurrence of an Event of Default, Lender’s security interest in the Account shall immediately become effective. Upon the occurrence
of an Event of Default, all Lender’s rights and remedies under this Agreement shall immediately be enforceable.


 


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. Borrower
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
Borrower 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 legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services.
Borrower also shall pay all court costs and such additional fees as may be directed by the court.


 


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. 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. This Agreement has 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 Borrower,
or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or of any of Borrower’s or any 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. Subject to applicable
law, and except for notice required or allowed by law to be given in another manner, 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, Borrower agrees to keep Lender informed at all times of Borrower’s
current address. Subject to applicable law, and except for notice required or allowed by law to be given in another manner, if there is
more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.


 


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.





 




    


     


    

 


BUSINESS LOAN AGREEMENT


 





	Loan No: 769623758	 	(Continued)	 	Page 10


 


Subsidiaries and Affiliates of Borrower.
To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation,
warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s significant subsidiaries
(as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) and affiliates. Notwithstanding the foregoing however,
under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation
to any of Borrower’s subsidiaries or affiliates.




 


Successors and Assigns. All
covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower’s successors
and assigns and shall inure to the benefit of Lender and its successors and assigns. Neither party shall, however, have the right to assign
any of its rights under this Agreement or any interest therein, without the prior written consent of the other party.


 


Survival of Representations and
Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties,
and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this
Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations,
warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing
in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect
until such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above,
whichever is the last to occur.


 


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.


 


Facsimile or Other Image. Delivery
of an executed signature page of this Note or Agreement and all other Related Documents executed in connection with the Loan by facsimile
or other electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof.


 


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.


 






    


     


    

 


BUSINESS LOAN AGREEMENT


 





	Loan No: 769623758	 	(Continued)	 	Page 11


 


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. Accounting words and terms not otherwise defined in this
Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date
of this Agreement:


 


Advance. The word “Advance”
means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf on a line of credit or multiple advance basis
under the terms and conditions of this Agreement.


 


Agreement. The word “Agreement”
means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits
and schedules attached to this Business Loan 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 property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or
indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage,
deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment
trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device,
or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.


 


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.


 


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.


 


GAAP. The word “GAAP” means United States
generally accepted accounting principles.


 


Grantor. The word “Grantor”
means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation
all Borrowers granting such a Security Interest.


 


Guarantor. The word “Guarantor” means any
guarantor, surety, or accommodation party of any or all of the Loan.


 


Guaranty. The word “Guaranty” means the
guaranty from Guarantor 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 Borrower is responsible under this Agreement or under any of the Related Documents.



 






    


     


    

 


BUSINESS LOAN AGREEMENT


 





	Loan No: 769623758	 	(Continued)	 	Page 12


 


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


 


Loan. The word “Loan”
means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced,
including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached
to this Agreement from time to time.


 


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.




 


Permitted Liens. The words
“Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for
taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet
delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in
the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under
the paragraph of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date
of this Agreement, have been disclosed to an d approved by the Lender in writing or as reported in the SEC Reports; and (6) those
liens and security interests which in the aggregate constitute an immaterial monetary amount with respect to the net value of
Borrower’s assets.


 


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 by Lender and Borrower in connection with the Loan.


 


Security Agreement. The words
“Security Agreement” mean and include without limitation any agreements, promises, covenants, arrangements, understandings or
other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.


 


Security Interest. The words
“Security Interest” mean, without limitation, any and all types of collateral security, present and future, whether in the form
of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral
chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease
or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.


 


BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS
LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JUNE 2, 2021.


 


BORROWER:


 





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


 


LENDER:


 





	EAST WEST BANK	 
	 	 
	By:	  /s/
    Sheng-ta Tsai	 
	 	Authorized Signer