Exhibit 10.2


 


July 25, 2019


 


LiveXLive Media, Inc.


269 South Beverly Drive,
Suite #1450


Beverly Hills, California


Attn: Robert S. Ellin


Chief Executive Officer


 


Dear Mr. Ellin:


 


This letter (the “Agreement”)
constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (“A.G.P.” or the “Placement
Agent”), and LiveXLive Media, Inc., a company incorporated under the laws of the State of Delaware (the “Company”),
that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis,
in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”). The Shares actually placed by
the Placement Agent are referred to herein as the “Placement Agent Shares” which shall not include any Shares
placed to Fidelity or its affiliated funds. The terms of the Placement shall be mutually agreed upon by the Company and the purchasers
(each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein provides that
the Placement Agent would have the power or authority to bind the Company or any Purchaser, or an obligation for the Company to
issue any Shares or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations
hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment
by the Placement Agent to purchase the Shares and does not ensure the successful placement of the Shares or any portion thereof
or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. The Placement Agent
may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. Certain
affiliates of the Placement Agent may participate in the Placement by purchasing some of the Placement Agent Shares. The sale of
Placement Agent Shares to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”)
between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that
are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase
Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.


 


SECTION 1.REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A. Representations
of the Company. With respect to the Placement Agent Shares, each of the representations and warranties (together with any related
disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with
the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the
date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing,
the Company represents and warrants that there are no affiliations with any FINRA member firm among the Company's officers, directors
or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the
Purchase Agreement and SEC Reports.


 


B. Covenants
of the Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants
for a period of at least three (3) years after the Closing Date and (ii) a competent transfer agent with respect to the Placement
Agent Shares for a period of three (3) years after the Closing Date.


 




     


     


    

  


SECTION 2.  REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii)
is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States
of America, applicable to the offers and sales of the Placement Agent Shares by the Placement Agent, (iv) is and will be a corporate
body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform
its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status
with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts to
conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.  


 


SECTION 3.  COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its designee(s)
a total cash fee equal to 7% of gross proceeds from the sale of the Placement Agent Shares (the “Cash Fee”).
The Cash Fee shall be paid on the Closing Date. The Company shall not be required to pay the Placement Agent any fees or expenses
except for the Cash Fee and reimbursement of $50,000 for legal expenses with respect to the engagement hereunder. A.G.P. reserves
the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination
shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that
the terms thereof require adjustment.


 


SECTION 4. INDEMNIFICATION.


 


A. To
the extent permitted by law, with respect to the Placement Agent Shares, the Company will indemnify the Placement Agent and its
affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same
are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or
pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the
Placement Agent’s willful misconduct or gross negligence in performing the services described herein.


 


B. Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which
the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or
of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation
it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights
and defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such action
or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such
counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ its own counsel separate from counsel
for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would
be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and
the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid
by the Company, in addition to fees of local counsel. The Company will have the right to settle the claim or proceeding, provided
that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent,
which will not be unreasonably withheld.


 




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C. The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D. If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on
the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts
paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any
legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the
provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually
received, or to be received, by the Placement Agent under this Agreement (excluding any amounts received as reimbursement of expenses
incurred by the Placement Agent).


 


E. These
indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under this Agreement or otherwise.


 


SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) July 31, 2019 and (ii) the Closing
Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event,
however, in the course of the Placement Agent’s performance of due diligence it deems, it necessary to terminate the engagement,
the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any
reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement
Agent Shares if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the
Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality,
indemnification and contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement
is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the
Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement
Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for
any purposes other than those contemplated under this Agreement.


 


SECTION 6. PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this
engagement is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.


 


SECTION 7. NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges
and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or
liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.


 




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SECTION 8. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Shares hereunder are subject to the
accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein
and in the Purchase Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional
terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


A. All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Placement Agent Shares, and all other legal matters relating to this Agreement and the transactions contemplated
hereby with respect to the Placement Agent Shares shall be reasonably satisfactory in all material respects to the Placement Agent.


 


B. The
Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion with respect to the
Placement Agent Shares, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory
to the Placement Agent.


 


C. The
Common Stock shall be registered under the Exchange Act and, as of the Closing Date, the Placement Agent Shares shall be listed
and admitted and authorized for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence
of such action shall have been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to
have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading
the Common Stock from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information
suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such
registration or listing.


 


D. No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Shares or materially and
adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining
order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing
Date which would prevent the issuance or sale of the Placement Agent Shares or materially and adversely affect or potentially and
adversely affect the business or operations of the Company.


 


E. The
Company shall have entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Shares and such agreements
shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between
the Company and the Purchasers.


 


F. FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and
pay all filing fees required in connection therewith.


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement
Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation
shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 




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SECTION
9.  GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the
State of New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be
assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with
respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any
dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court
located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by
delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then
the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees and
other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. The
parties hereto acknowledge that the production, sale, manufacture, possession and use of cannabis is illegal under U.S.
federal law and the parties expressly waive any defense to enforcement of the terms or conditions of this Agreement based
upon non-conformance with U.S. federal law.


  


SECTION
10. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any
provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect
such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect.
This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both the
Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the
Closing Date of the Placement and delivery of the Placement Agent Shares. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION
12. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided
hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m.
(New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or
communication is sent to the email address on the signature pages attached hereto on a day that is not a business day or
later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date of mailing, if
sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth on the signature pages
hereto.


 


SECTION 13.Press
Announcements. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and
on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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Please confirm that the foregoing correctly
sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS.
	 	 
	 	By: 	/s/ Thomas Higgins
	 	 	Name: Thomas Higgins
	 	 	Title:   Managing Director


 


	 	Address for notice:
	 	
        590 Madison Avenue 36th
        Floor

        New York, New York 10022

        Attn: Tom Higgins

        Email: thiggins@allianceg.com



 




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Accepted and Agreed
to as of


the date first written
above:


 





	LIVEXLIVE MEDIA, INC.
	     	 
	By: 	/s/ Robert S. Ellin	         
	 	Name: Robert S. Ellin	 
	 	Title:   Chief Executive Officer	 







 





	Address for notice:	 
	269 South Beverly Drive, Suite #1450	 
	Beverly Hills, California	 
	Attn: Chief Executive Officer	 







 


[Signature Page to
Placement Agency Agreement.]


 


 




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