Exhibit 10.21


 


CONSULTING AGREEMENT


 


THIS CONSULTING
AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October, 2015 (“Effective Date”),
by and between Schuyler Hoversten (“Consultant”) and LiveXLive, a Delaware corporation (“Company”).


 


In consideration of the
mutual promises and agreements contained herein, the parties hereto hereby agree as follows:


 


Section
1.            Consulting Services. Consultant agrees to perform all
duties and responsibilities, as and when reasonably requested, related to the position of Chief Revenue Officer and such
other services that may be requested by the Board from time to time, on a work-made-for-hire basis all in accordance with the
terms and conditions of this Agreement (collectively, the “Consulting Services”). Consultant agrees to devote all
commercially reasonable efforts in the performance of the Consulting Services.


 


Section
2.             Term and Termination. This Agreement shall become
effective on the date first written above and shall continue in full force and effect for three (3) months or until sooner
terminated by either party, with or without cause, and with or without the giving of any reasons, by giving written notice
thereof to the other party at least ten (10) calendar days before the termination is to be effective. Each party hereto
acknowledges and agrees that neither party has made any representations or warranties (expressed or implied) to keep this
Agreement in effect for any specified or minimum period of time. Sections 5, 6, 7, 8 and 9 hereof shall survive the
termination of this Agreement.


 


Section 3.            Compensation
and Expenses. The Company will provide Consultant with the following compensation and expense reimbursement during the term
of this Agreement:


 


3.1          Cash
Compensation. Consultant shall receive $10,000.00 per month.


 


3.2          Stock
Grant. Consultant shall receive a grant of 250,000 shares of Loton, Corporation’s restricted common stock (“Stock
Grant”), which shall vest on the date that is two years after the date of this Agreement and be subject to a lock-up of two
(2) years from the date of vesting. The Stock Grant will be evidenced by and subject to the terms and conditions of a separate
Notice of Grant and Restricted Stock Agreement.


 


3.3          Bonus.
Consultant shall receive a $10,000.00 cash bonus payable on execution of this Agreement for work on 2015 Rock in Rio event.


 


3.4          Expenses.
Any expenses incurred by Consultant at the request of the Company shall be reimbursed by the Company subject to receipt by the
Company of appropriate documentation.


 


Section 4.             Status.
Neither this Agreement, nor any transaction under or relating to this Agreement, shall be deemed to create an agency, partnership
or joint venture relationship between the parties hereto. Consultant shall not be an employee of the Company. Consultant is and
shall be an independent contractor. Consultant shall have neither the power nor the authority to negotiate and/or execute agreements
on behalf of the Company, and Consultant shall not be authorized to bind the Company in any way whatsoever.


 


Section 5.             Taxes.
Consultant acknowledges that no federal or state withholding taxes, FICA, SDI or other employee payroll taxes or deductions are
made with respect to compensation paid to Consultant pursuant to this Agreement. Consultant is responsible for all such taxes,
and agrees to report for federal and state income and any other tax purposes all such compensation, and to pay all taxes due thereon.
Consultant further agrees to indemnify, defend and hold Company harmless in the event that any claims are made by any taxing authority,
by reason of Consultant’s failure to properly pay any and all taxes which are due in relation to the services provided by
Consultant to the Company pursuant to this Agreement.


 




     


     


    

 


Section 6.             Proprietary
Rights. Consultant acknowledges and agrees that Consultant has no right to or interest in the work, product, documents, reports
or other materials created by Consultant specifically in connection with rendering strategic advisory services performed hereunder,
nor any right to or interest in any copyright or any other intellectual property right therein. Nothing contained herein shall
prevent Consultant from performing similar services to other companies. Company shall be deemed sole and exclusive owner of all
rights, title and interest in the work product, deliverables (tangible or intangible), and other results and proceeds of Consultant’s
services to the Company, including all intellectual property rights (collectively, the “Materials”). In the event that
it should be determined that any elements or components of the Material are not deemed to be a work for hire, or that Consultant
is deemed to retain any rights in the Materials by operation of law, Consultant will and hereby does assign, convey and transfer
to Company (or its licensor, where applicable) all rights that Consultant possesses or may possess in the Materials. Consultant
also hereby waives any rights of paternity, attribution, integrity and other similarly afforded moral rights it may have in the
Materials to the extent such rights may not be assigned under any applicable laws. At Company’s direction and expense, Consultant
will take such steps, and execute and deliver such documents, as Company deems reasonably necessary to enable Company (or its licensor,
where applicable) to perfect and record its rights in the Materials. In addition, Consultant hereby irrevocably appoints Company
as Consultant’s attorney-in-fact for the purpose of executing any assignments of rights regarding the Materials. This Section
6 shall apply to the Materials from the moment of creation, development and/or performance by Consultant notwithstanding the
fact that Company may not have yet approved the Material and/or any dispute over payment between the parties.


 


Section 7.             Confidentiality.


 


7.1          Confidential
Information Defined. The Company may disclose to Consultant non-public information to further the performance of this Agreement.
“Confidential Information” means all information (written or oral) disclosed by the Company, including but not limited
to technical, financial and business information relating to the Company’s products, services, processes, profit or margin
information, finances, customers, suppliers, prices, marketing, and future business plans. Consultant will not, either during or
subsequent to the term of this Agreement, directly or indirectly divulge to any unauthorized person any information designated
as confidential by Company; nor will Consultant disclose to anyone other than a Company employee or use in any way other than in
the course of the performance of this Agreement any information regarding Company, including Company's platforms, technologies,
research and development, designs, products, services, finances, marketing plans, and other information not known to the general
public whether acquired or developed by Consultant during his performance of this Agreement or obtained from Company employees;
nor will Consultant, either during or subsequent to the term of this Agreement, directly or indirectly disclose or publish any
such information without prior written authorization from Company to do so. Consultant acknowledges and agrees that all of the
foregoing information is proprietary to Company, that such information is a valuable and unique asset of Company, and that disclosure
of such information to third parties or unauthorized use of such information would cause substantial and irreparable injury to
Company's ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted
or threatened breach of any of the terms of this Section 7, Consultant agrees that Company shall be entitled to receive
injunctive and other equitable relief without need of posting a bond, and without limiting the applicability of any other remedies.



 


7.2          Return
of Information. Consultant will return to Company any Company property that has come into Consultant’s possession during
the term of this Agreement, when and as requested to do so by Company and in all events upon termination of Consultant's engagement
hereunder. Consultant will not remove any Company property from Company premises without written authorization from Company. The
product of all work performed under this Agreement, including reports, drawings, computer programs and designs shall be the property
of Company, and Company shall have the sole right to use, sell, license, publish or otherwise disseminate or transfer rights in
such work product.


 




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Section
8.            Representations and Warranties. Consultant represents
and warrants that (a) the Materials will not infringe upon the Intellectual Property Rights or other rights of any person or
entity; (b) Consultant is and at all times will remain possessed of all rights necessary to enter into and fully perform all
of Consultant's obligations under this Agreement; (c) Consultant possesses the requisite skill and experience necessary to
fully perform all of Consultant's obligations under this Agreement; (d) Consultant’s entering into and fulfilling the
obligations of this Agreement does not and will not infringe on the rights of any person or entity; and (e) Consultant will
diligently and competently perform all services set forth herein. Consultant hereby agrees to indemnify and hold Company
harmless for all claims, losses, expenses, damages and other costs of any kind or nature, including attorneys’ fees and
costs, arising from Consultant’s breach of this Agreement or any of its representations or warranties made herein.


 


Section
9.             Miscellaneous.


 


9.1          Notices.
Any notice or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered
in person or by courier, electronically by facsimile or sent by any express mail service, postage or fees prepaid at the following
addresses:


 


	
        If to Consultant, to:

         

        Schuyler Hoversten

        8811 Burton Way, #420

        Los Angeles, CA 90048

        shovversten@gmail.com

         
	 	
        If to the Company, to:

         

        LiveXLive

        269 South Beverly Drive,
        #1450

        Beverly Hills, CA 90212

        rob@livexlive.com

        Attention: Chairman



 


or at such other address or number for
a party as shall be specified by like notice. Any notice which is delivered in the manner provided herein shall be deemed to have
been duly given to the party to whom it is directed (a) on the day when personally served, including delivery by express mail and
overnight courier, and (b) on the business day of confirmed transmission by telecommunications device.


 


9.2          Entire
Agreement. This Agreement is intended by the parties hereto to be the final expression of their agreement with respect to the
subject matter hereof and is the complete and exclusive statement of the terms thereof. This Agreement supersedes and terminates
all prior agreements, arrangements and understandings between or among the Company and Consultant with respect to the subject matter
hereof.


 


9.3          Amendment;
Waiver. This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by both
parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision
of this Agreement.


 


9.4          Governing
Law. This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed, and governed by and
in accordance with, the laws of the State of California.


 


9.5          Scope
of Agreement. This Agreement shall bind and inure to the benefit
of the Company and its successors and assigns and of Consultant and its successors.


 


9.6          No
Conflicts. Consultant represents and warrants to the Company that, at all times during the term of this Agreement, Consultant’s
performance of the services contemplated by this Agreement shall not conflict with any agreement, commitment or obligation on the
part of Consultant to any employer or other third party.


 


9.7          Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed on the day and year first written above.


 


	 	LIVEXLIVE
	 	 
	 	By: 	/s/ Robert Ellin
	 	Name: Robert Ellin
	 	Title: Chairman
	 	 
	 	/s/ Schuyler Hoversten
	 	Schuyler Hoversten


 




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