Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 13, 2018 (the “Effective Date”)
by and between LiveXLive Media, Inc., a Delaware corporation (the “Company”) and Michael Zemetra (“Executive”).
The Company and Executive sometimes are referred to herein collectively as the “Parties” and each individually
as a “Party”.


 


The
Company and Executive, intending to be legally bound, agree as follows:


 


1.
Employment. On the terms and subject to the conditions contained herein, the Company hereby employs Executive, and
Executive accepts such employment with the Company.


 


2.Term.This
Agreement is effective as of the Effective Date. The Company agrees to employ Executive in accordance herewith during the period
starting on the Effective Date and ending on and inclusive of the date two (2) years thereafter, subject to any earlier termination
of Executive’s employment hereunder pursuant to Section 7. The period starting on the Effective Date and ending on
and inclusive of the date two (2) years thereafter, regardless of any termination of Executive’s employment hereunder, is
referred to herein as the “Term”. The period starting on the Effective Date and ending on and inclusive of
the earlier of (a) the date two (2) years thereafter, and (b) the Termination Date (as defined in Section 8.1) is referred
to herein as the “Employment Period”.


 


3.
Position and Duties. The Company agrees that during the Employment Period:


 


3.1
Title; Reporting. The Company will employ Executive as Executive Vice President and Chief Financial Officer (“EVP”)
of the Company. Executive will report solely and directly (a) to Rob Ellin at any time that Rob Ellin is serving as the Chief
Executive Officer or Chairman of the board of directors of the Company (the “Chairman” and the “Board,”
respectively), or (b) to the Chief Executive Officer at any time that Rob Ellin is neither the Chief Executive Officer nor the
President. In addition, Executive shall also assume the positions of the Chief Financial Officer and Secretary of Slacker, Inc.,
the Company’s wholly owned subsidiary (“Slacker”), and report to the Chief Executive Officer, President
and the Executive Chairman of Slacker.


 


3.2
Duties. During the Term of this Agreement, Executive shall perform all duties reasonably required of Executive in furtherance
of Executive’s position as it relates to the Company’s business and the business of all of the Company’s Affiliates
(as defined in Section 9.5(a)) (the Company, together with all of its Affiliates, are referred to herein collectively as
the “Company Group”). All duties assigned to Executive hereunder shall be consistent with the scope and dignity
of his position. It is currently contemplated that such duties shall include, without limitation, (a) actively participating in
all financial matters relating to the Company Group, as well as actively participating in all mergers, acquisitions and financing
transactions (including private and public offerings), and (b) advising the Chief Executive Officer, President and the Chairman
of the Company and the Chief Executive Officer, President and the Executive Chairman of Slacker and actively participating in
(i) any and all Company Group financial matters, (ii) preparation of Company Group registration statements and other filings with
the United States Securities and Exchange Commission and Nasdaq (including all matters relating to the Company’s proxy and
information statements and annual and special meetings), (iii) all matters related to the Company Group’s status in the
capital markets, and (vi) all other financial matters that the Company may reasonably request, including those services that are
customarily performed by a person holding the title of Chief Financial Officer. Executive shall attend and participate in meetings
with Company Group management, bankers, underwriters, attorneys and prospective investors under the direction of the Chairman
and/or the Chief Executive Officer of the Company. Executive shall actively participate in the preparation and review of general
financial strategy and related materials. Except as set forth in Section 4, below, Executive shall diligently and faithfully devote
his entire working time, energy and skill to the promotion and furtherance of Company’s business interests and to the performance
of Executive’s duties under this Agreement. The services to be rendered by Executive hereunder for Company shall include
members of the Company Group.


 






     

     


    

 


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3.3
Location. Executive’s principal place of business will be the Company’s principal executive offices located
in the metropolitan Los Angeles, California area.


 


3.4
Confidentiality, Non-Interference and Invention Assignment. As a condition of employment, Executive shall execute and comply
with the Confidentiality, Non-Interference and Invention Assignment Agreement attached hereto as Exhibit A (the “Confidentiality
Agreement”).


 


4.
Services. During the Employment Period, Executive shall devote substantially all of Executive’s working time,
attention, and efforts to the Company, excluding any periods for illness, incapacity, and vacations, subject to the policies established
by the Compensation Committee, except as otherwise specifically provided herein. Notwithstanding the immediately preceding sentence
or anything to the contrary contained herein, during the Employment Period Executive is permitted (a) to serve on the boards of
directors, the boards of trustees, or any similar governing bodies, of any corporations or other business entities, of any charitable,
educational, religious, or public service organizations, or of any trade associations, (b) to engage in charitable activities
and community affairs, (c) to engage in venture investing, and (d) to manage Executive’s personal investments, in each case
so long as such activities are disclosed to the Board, do not compete with the business of the Company Group, and do not interfere
with Executive’s performance of this Agreement which shall take first priority over all other such activities as determined
in the reasonable discretion of the Board. The Company hereby acknowledges and agrees that all such activities conducted by Executive
as of the Effective Date (including all boards of directors on which Executive serves as of the Effective Date) which are listed
in Schedule A to the Agreement, do not interfere with Executive’s performance of this Agreement and do not compete
with the business of the Company.


 


5.
Compensation


 


5.1
Base Salary. During the Employment Period, the Company shall pay to Executive a cash base salary of $275,000 per annum.
During the Employment Period the Board (or the Compensation Committee) shall review Executive’s annual cash base salary
not less frequently than on an annual basis and may increase (but not decrease, including as it may be increased from time to
time) such base salary. Executive’s annual cash base salary, as it may be increased from time to time, is referred to herein
as the “Base Salary.” The Company shall pay the Base Salary to Executive in accordance with the Company’s
generally applicable payroll practices for senior executive officers, but not less frequently than in equal monthly installments.


 






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5.2
Annual Performance Bonus. In addition to the Base Salary, Executive is eligible to earn an annual fiscal year cash performance
bonus (a “Performance Bonus”) for each whole or partial fiscal year of the Employment Period in accordance
with the Company’s annual bonus plan applicable to the Company’s senior executives (the “Annual Plan”).
The fiscal year, as of the Effective Date, is April 1 to March 31). The Company agrees to establish, or cause the establishment
of the Annual Plan during the Company’s fiscal year ending March 31, 2019. Executive’s “target” Performance
Bonus shall be one hundred percent (100%) of Executive’s average annualized Base Salary during the fiscal year for which
the Performance Bonus is earned. Executive’s “target” Performance Bonus is referred to herein as the “Target
Bonus.” For each whole or partial fiscal year of the Employment Period occurring subsequent to the establishment of
the Annual Plan, the Board or the Compensation Committee shall meaningfully consult with Executive in connection with establishing
the performance objectives for determining Executive’s Performance Bonus for the succeeding fiscal year, provided that the
final determination shall remain in the complete and sole discretion of the Compensation Committee and the Board.


 


The
Company agrees that the performance objectives established under the Annual Plan for Executive will be no less favorable in the
aggregate to Executive than the objectives established and used under the Annual Plan to determine the amount of the annual cash
bonus payable to other similarly situated executive officers of the Company Group who participate in the Annual Plan. Except as
otherwise provided herein: (i) depending on such performance in any particular whole or partial fiscal year, and on the criteria
set forth in the Annual Plan, the actual amount of the Performance Bonus for that fiscal year may be less than, equal to, or greater
than the Target Bonus; (ii) the Company shall pay each Performance Bonus to Executive at the same time that annual cash bonuses
are paid to the other senior executive officers of the Company Group, but in no event later than the fifteenth (15th)
day of the fourth month following the end of the applicable fiscal year for which the Performance Bonus is earned; and (iii) except
as provided in Section 8, Executive shall not be entitled to receive any Performance Bonus if Executive is not employed on the
final date of the applicable fiscal year for which such Performance Bonus has been established.


 


5.3
Initial Equity and Stock Options Grant. In addition to any other equity-based compensation or equity awards the Company
or any other member of the Company Group grants to Executive on or after the Effective Date, the Company shall grant to Executive,
as soon as practicable following the Effective Date, under the Company’s 2016 Equity Incentive Plan (the “Plan”)
(i) nonqualified stock options to purchase a total of two hundred fifty thousand (250,000) shares (collectively, the “Options”)
of the Company’s common stock, $0.001 par value per share (the “Common Stock”), with an exercise price
per share equal to the closing market price of the Common Stock on the date of approval of such grant by the Board, and (ii) two
hundred fifty thousand (250,000) restricted stock units (the “RSUs”). The Options shall be issued pursuant
to the Company’s standard form of Stock Options Agreement that will specify such other terms and conditions as the Board,
in its sole discretion, will determine in accordance with the terms and conditions of the Plan. Each RSU grant will be evidenced
by an Award Agreement that will specify such other terms and conditions as the Board, in its sole discretion, will determine in
accordance with the terms and conditions of the Plan, including all terms, conditions and restrictions related to the grant and
the form of payout, which, subject to Section 9(d) of the Plan, may be left to the discretion of the Board. The Options shall
vest as follows, provided that on each such vesting date Executive is employed by the Company, and subject to the other provisions
of this Agreement: (i) the Options shall have a term of ten (10) years from the date of grant; (ii) one-eighth (1/8th)
of the Options shall vest every three months following the Effective Date during the Term; and (iii) the vested Options shall
be exercisable until at least the later of (x) three (3) months following any termination of this Agreement and (y) the date that
is ten (10) business days following the expiration of the Lock-up Period (as defined below), but in all events no later than the
end of the applicable term for each such award. 156,250 of the RSUs (the “First RSUs Tranche”) shall vest on
June 30, 2019 (the “Initial Vesting Date”) and the remainder of 93,750 of the RSUs (the “Second RSUs
Tranche”) shall vest upon each of the first three (3) quarterly anniversaries of the Initial Vesting Date with the last
third (3rd) vesting date being the two-year anniversary of the Effective Date (each, a “Subsequent Vesting
Date” and together with the Initial Vesting Date, each a “Vesting Date”), subject to Executive’s
continued employment with the Company through the applicable Vesting Date; provided, that in the event of a “Change of Control”
(as defined below) any unvested portion of the RSUs shall vest immediately prior to such event. Each vested RSU shall be settled
by delivery to you of one share of Common Stock on the first to occur of: (i) the date of a Change of Control, (ii) the date that
is ten (10) business days following the expiration of the Lock-up Period, (iii) the date of Executive’s death, provided
such event occurs after the expiration of the Lock-up Period, and (iv) the date of Executive’s Disability (as defined below),
provided such event occurs after the expiration of the Lock-up Period (in any case, the “Settlement Date”).
Notwithstanding the foregoing or anything herein to the contrary, if you remain employed through the date of a Change of Control,
all then-unvested RSUs shall vest in full immediately prior to such Change of Control. Upon the Settlement Date, Executive shall
be entitled, at his discretion and to the extent permitted by applicable law, to satisfy his tax obligations arising in connection
with the settlement of his RSUs through the sale by Executive in the open market of a number of shares of Common Stock underlying
the RSUs up to the maximum applicable withholding rate. As permitted by law and subject to any required consents, on or before
the Settlement Date, the Company shall use its commercially reasonable efforts to file a Registration Statement on Form S-8 with
the SEC to allow the Executive (and if permitted by the Company, other senior executives) to settle a number of RSUs sufficient
to cover his employment tax obligation arising in connection with the settlement of his RSUs in the open market pursuant to such
Form S-8 (the “S-8 Settlement”).


 






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●
“Change of Control” shall have the meaning provided in the Plan, except that (i) for purposes of determining
whether a Change of Control has occurred under this Agreement, the acquisition of additional stock and/or convertible securities
by Robert Ellin and/or his affiliates resulting in him and/or his affiliates beneficially owning more (or subsequently less) than
50% of the total voting power of the stock of the Company will not be considered a Change of Control, and (ii) for purposes of
the RSUs (and any other amounts payable on a Change of Control that constitute “nonqualified deferred compensation”
within the meaning of the 409A Rules), a Change of Control shall only be deemed to occur if such transaction also constitutes
a “change of control event” within the meaning of the 409A Rules.


 


●
“Disability”
shall have the meaning provided in Section 7.3 below, except that for purposes of the RSUs (and any other amounts payable on a
Disability that constitute “nonqualified deferred compensation” within the meaning of the 409A Rules), a Disability
shall only exist if you are “disabled” within the meaning of the 409A Rules.


 


● “Lock-up
Period” means (i) with respect to the First RSUs Tranche, the period ending on June 30, 2019, and (ii) with respect
to the Second RSUs Tranche, the period ending on the earlier of: (x) one year after the Subsequent Vesting Date applicable to
the Second RSUs Tranche, or (y) the second anniversary of the Effective Date. During the Lock-up Period, the Executive agrees
to abide by the terms set forth in Exhibit C hereto.


 


5.4
Tax Withholding. The Company may withhold from any amounts payable hereunder, including any amounts payable pursuant to
this Article 5 or pursuant to Article 8, any applicable federal, state, and local taxes that the Company is required
withhold pursuant to any applicable law.


 


6.
Benefits; Perquisites; Expenses


 


6.1
Benefits. Except as otherwise agreed to by the Executive or elected by the Executive in any applicable voluntary election
materials, Executive shall be eligible to participate in and shall receive all or comparable benefits under all welfare plans,
pension plans, fringe benefit plans, other benefit plans, and all other arrangements, plans, policies, and programs in each case
(w) that the Company makes available generally to the senior executives of the Company or of any other member of the Company Group,
(x) that are sponsored or maintained by any member of the Company Group or to which any member of the Company Group contributes,
(y) on a basis no less favorable than the basis as such arrangements, plans, policies, and programs are applicable or made available
to the other senior executives of any member of the Company Group, and (z) whether now existing or established hereafter, including
(a) all accidental death, business travel insurance, death benefits, dental, disability (including short-term disability and long-term
disability), flexible spending accounts, health, hospitalization, life insurance, long term care, medical, prescription drug,
salary continuation, sickness, surgical, vacation, vision, welfare, wellness, and similar arrangements, plans, policies, or programs,
and (b) all change in control, deferred compensation, deferred stock unit, executive compensation, incentive (or other) bonus
(whether short-term, long-term, or otherwise), other equity-based compensation, pension, profit sharing, restricted stock, restricted
stock unit, retention, retirement, savings, stock appreciation right, stock option, stock purchase, supplemental retirement, and
similar arrangements, plans, policies, and programs (collectively, the “Benefit Plans”).


 


6.2
Perquisites. Executive is entitled to receive such perquisites that the Company generally provides to its other senior
executive officers in accordance with the then-current policies and practices of the Company.


 


6.3
Vacation. Executive is entitled to not less than four (4) weeks of paid vacation during each calendar year, taken in accordance
with the generally applicable policies and procedures of the Company.


 






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Media, Inc./Zemetra Employment Agreement


 


6.4
Business Expenses. The Company shall promptly pay or reimburse Executive for all reasonable expenses incurred or paid by
Executive during the Term in the performance of the Executive’s duties hereunder, upon presentation of expense statements
or vouchers and such other information as the Company may reasonably require and in accordance with the generally applicable policies
and procedures of the Company.


 


6.5
Indemnification.


 


(a)
The Company shall indemnify and hold harmless Executive to the fullest extent permitted by law from and against any and all expenses
(including: attorneys’ fees, fees of experts, witness fees, fees of other professional advisors, other disbursements incurred
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, appealing, or participating in a Proceeding
(as hereinafter defined); bonds; all interest, assessments, and other charges paid or payable in connection with or in respect
of the foregoing; and any federal, state, local, or foreign taxes imposed on Executive as a result of the actual or deemed receipt
of any payments pursuant to this Section 6.5) (“Expenses”), demands, claims, damages, judgments, penalties,
fines, settlements, and all other liabilities incurred or paid by him, or on his behalf, in connection with the investigation,
defense, prosecution, settlement or appeal(s) of any threatened, pending or completed action, suit, proceeding, alternative dispute
resolution mechanism, investigation, inquiry, or hearing (including any administrative hearing), whether civil, criminal, administrative
or investigative and to which Executive was or is a party or other participant or is threatened to be made a party or other participant
(a “Proceeding”), or any claim, issue, or matter therein (including any Proceeding brought by or in the right
of any member of the Company Group), by reason of or arising from the fact that Executive is or was a director, officer, employee,
agent, or fiduciary of the Company or of any other member of the Company Group or, at the request of the Company, of any other
corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, or by reason of or arising from anything
done or not done by Executive in any such capacity or capacities, (including any Proceeding, or any claim, issue, or matter therein,
by reason of or arising from: any actual or alleged breach by Executive of his fiduciary duty as a director or officer of any
member of the Company Group; the registration, purchase, sale, or ownership of any securities of the Company or any fiduciary
obligation owed with respect thereto; or any misstatement or omission of material fact by the Company in violation of any duty
of disclosure imposed on the Company by any federal, state, or foreign securities or common laws), provided that Executive acted
in good faith and in a manner that was not grossly negligent and Executive reasonably believed to be in or not opposed to the
best interests of the Company or such other member of the Company Group, and, with respect to any criminal Proceeding, had no
reasonable cause to believe Executive’s conduct was unlawful. Notwithstanding the foregoing, solely with respect to any
Proceeding brought by or in the right of the Company, the Company is not obligated to so indemnify Executive in respect of any
claim, issue, or matter in such Proceeding as to which Executive shall have been adjudged to be liable to the Company, unless
and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall
determine upon application that, despite such adjudication but in view of all the circumstances in the Proceeding, Executive is
fairly and reasonably entitled to indemnity for Expenses and such other amounts which the Court of Chancery or such other court
shall deem proper. The Company also shall pay any and all Expenses incurred by Executive as a result of Executive being called
as a witness in connection with any matter involving the Company, any other member of the Company Group, or any of its or their
respective officers or directors, provided that the Company shall not be obligated to pay for any such attorney’s fees if
there is no appreciable risk of liability to Executive as a result of serving as such a witness, provided further that, in such
event, the Company (at its expense) will provide Executive with reasonable access to the Company’s legal counsel for the
sole purpose of advising Executive in connection Executive’s serving as such a witness. Without limiting the generality
of the foregoing, the Company’s covenants and obligations under this Section 6.5 include indemnifying and holding harmless
Executive against all Expenses incurred by or on behalf of Executive in connection with, relating to, or arising from any Proceeding
initiated by Executive or by any member of the Company Group to enforce or interpret this Section 6.5 or any rights of Executive
to indemnification or advancement of Expenses (whether hereunder, under any other agreement, under the Company’s certificate
of incorporation or bylaws (as now or hereafter in effect), under any applicable laws, or otherwise), or for recovery under any
directors’ and officers’ liability insurance policies maintained by any member of the Company Group, in each case
if, and only if Executive prevails with respect to any substantial issue or set of issues presented in such Proceeding.


 






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(b)
The termination of any Proceeding or of any claim, issue, or matter therein, by judgment, order, or settlement, shall not create
a presumption that Executive did not meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.


 


(c)
The Company shall pay any Expenses, judgments, penalties, fines, settlements, and other liabilities incurred by Executive in investigating,
defending, settling or appealing any Proceeding described in this Section 6.5 in advance of the final disposition of such Proceeding,
as such Expenses, judgments, penalties, fines, settlements, and other liabilities come due. The Company shall promptly pay the
amount of such Expenses, judgments, penalties, fines, settlements, and other liabilities to Executive, but, in respect of advances
of Expenses, in no event later than ten (10) days following Executive’s delivery to the Company of a written request for
an advance pursuant hereto, together with a reasonable accounting of such Expenses, and in respect of all other indemnification
payments, in no event later than thirty (30) days following Executive’s delivery to Company of a written request therefor,
together with such reasonable accounting or other applicable supporting information. Executive hereby undertakes and agrees to
repay to the Company any advances made pursuant to this Section 6.5(c) within ten (10) days after an ultimate finding that Executive
is not entitled to be indemnified by the Company for such amounts. The Company shall make the advances contemplated by this Section
6.5(c) regardless of Executive’s financial ability to make repayment, and regardless whether indemnification of Executive
by the Company will ultimately be required. Any advances and undertakings to repay pursuant to this Section 6.5(c) shall be unsecured
and interest-free.


 


(d)
The Company agrees that (i) during the Employment Period the Company will (A) maintain in full force and effect directors’
and officers’ liability insurance that has a liability limit of not less than Five Million Dollars ($5,000,000) (which shall
be in place no later than sixty (60) days following the Effective Date, provided that, such failure to obtain coverage within
this period shall not be a basis for resignation for Good Reason),and (B) use its reasonable best efforts to obtain and maintain
in full force and effect directors’ and officers’ liability insurance that has a liability limit of not less than
Ten Million Dollars ($10,000,000); (ii) in such insurance policy or policies maintained by the Company, Executive shall be named
as an insured in such a manner as to provide the same rights and benefits as are accorded to the most favorably insured of the
Company’s officers or directors, and (iii) such policy or policies shall include a “tail” for coverage for claims
made within a minimum of two (2) years following the end of the Employment Period.


 






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(e)
The rights of Executive pursuant to this Section 6.5 shall be in addition to any other rights Executive may now or hereafter have
under the Company’s certificate of incorporation or bylaws (as now or hereafter in effect), any agreement, any vote of stockholders
or directors, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute, judicial decision,
or otherwise) permits greater indemnification that would be afforded currently under the Company’s certificate of incorporation
or bylaws, applicable law, any other agreement, or this Section 6.5, it is the intent of the Parties that Executive enjoy by this
Section 6.5 the greater benefits so afforded by such change.


 


(f)
No breach of this Agreement by Executive, in and of itself, shall relieve the Company from any of its obligations or covenants
pursuant to this Section 6.5.


 


7.
Termination of Employment


 


7.1
Termination Notice. For the purposes hereof, the term “Termination Notice” means a written notice provided
in accordance with Section 9.2 (x) by the Company, with respect to any termination of Executive’s employment pursuant
to Section 7.3, 7.4, or 7.5 or (y) by Executive with respect to any termination of Executive’s employment
pursuant to Section 7.6 or 7.7, as the case may be, that (a) indicates the specific provision of this Agreement
relied upon for such termination, (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for the termination of Executive’s employment under the provision so indicated, and (c) other than for
a termination pursuant to Section 7.3, specifies the effective date of the termination, if such effective date is subsequent
to the date of receipt of the notice. The failure by the Company or Executive, as the case may be, to set forth in a Termination
Notice any fact or circumstance which contributes to a showing of Cause (as defined in Section 7.4(a)) or Good Reason (as
defined in Section 7.6) does not waive any right of the Company or Executive, respectively, hereunder, or preclude the
Company or Executive, respectively, from asserting such fact or circumstance in enforcing its or his rights hereunder.


 


7.2
Termination Due to Death. The Executive’s employment with the Company hereunder terminates automatically upon the
death of Executive during the Term.


 


7.3
Termination by Company Due to Disability


 


(a)
The Company may terminate Executive’s employment hereunder due to Disability only if (i) a majority of the Board determine
in good faith that a Disability of Executive has occurred (pursuant to the definition of Disability set forth in Section 7.3(b)),
and (ii) subsequent (but not prior) to such determination the Company provides a Termination Notice to Executive. In such event,
Executive’s employment with the Company terminates on the date (the “Disability Effective Date”) thirty
(30) days after the date on which Executive (or Executive’s legal representative, if applicable) receives the Termination
Notice, except that if Executive resumes the full-time performance of Executive’s duties on or before the Disability Effective
Date, then the Termination Notice is of no force or effect, the Executive’s employment with the Company does not terminate
on the Disability Effective Date, and the Company may not terminate Executive’s employment for Disability in that particular
instance.


 






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(b)
For the purposes hereof, the term “Disability” means Executive’s inability to perform his duties with
the Company on a full-time basis, even with reasonable accommodation, for sixty (60) days during any period of twelve (12) consecutive
months, or thirty (30) consecutive days, in each case solely as a result of incapacity due to mental or physical illness.


 


7.4
Termination by Company for Cause


 


(a)
The Company may terminate Executive’s employment with the Company for Cause at any time by providing a Termination Notice
and Board resolution described below to Executive, if the Company and the Board comply with all of the provisions of this Section
7.4:


 


(b)
For the purposes hereof, “Cause” means:


 


(i)
Executive’s conviction of a felony requiring intent under the laws of the United States or any State thereof, after the
exhaustion of all possible appeals, or Executive entering a plea of nolo contendere to any charge of a felony requiring
intent under the laws of the United States or any State thereof; or


 


(ii)
a willful and substantial refusal by Executive to perform duties or responsibilities reasonably assigned to Executive in accordance
with the terms of this Agreement, excluding any such failure by reason of death, Disability, or incapacity; or


 


(iii)
any material and willful violation of any written policy, standard or procedure of the
Company or the laws, rules or regulations of any governmental or regulatory body or agency
that are generally applicable to senior employees or officers of the Company and that results in a material negative effect on
the business or financial condition of the Company; or


 


(iv)
any act or omission that constitutes a material breach by Executive of any of his agreements
or obligations under this Agreement that has a material negative effect on the business or financial condition of the Company;
or


 


(v)
Executive engaging in intentional acts of material fraud, embezzlement, misappropriation of
funds, misconduct, gross negligence, dishonesty (including, without limitation, theft), violence, threat of violence, sexual misconduct,
harassment or any other activity that has or could result in any material negative effect on the business or financial condition
of the Company.


 


(c)
For the purposes hereof: (i) any act or omission (including any refusal or violation) by Executive is “willful”
only if the same is not in good faith and is without the reasonable belief by Executive that such act or omission is in the best
interests of the Company; and (ii) any act or omission by Executive based upon any authority granted pursuant to a resolution
duly adopted by the Board or based upon the advice of counsel for the Company in each case is presumed to be in good faith and
in the best interests of the Company.


 






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(d)
With respect to clauses (ii), (iii) and (iv)of Section 7.4(b), “Cause” shall not exist unless (i) the Company, on
or before the date one hundred eighty (180) days after the first date on which any member of the Board has knowledge of the act
or omission alleged to constitute Cause, provides written notice to Executive informing Executive of the Company’s intention
to consider terminating Executive’s employment hereunder for Cause and identifying the act or omission alleged to constitute
Cause, and (ii) Executive fails to cure such act or omission (if capable of being cured) on or before the date fifteen (15) days
after the date on which Executive receives such notice from the Company (such fifteen (15) day period, the “Cause Cure
Period”).


 


7.5
Termination by Company Without Cause. The Company may terminate Executive’s employment with the Company Without Cause
(as hereinafter defined) only by the Company providing a Termination Notice to Executive. For the purposes hereof, the term “Without
Cause” means (a) without Cause, and (b) other than by reason of (i) the Executive’s death or Disability or (ii)
non-renewal of this Agreement.


 


7.6
Termination by Executive for Good Reason


 


(a)
Executive may terminate his employment with the Company for Good Reason only by providing a Termination Notice to the Company
on or before the date ninety (90) days after the date on which Executive becomes aware of the act or omission constituting Good
Reason, which shall take effect only if the Company shall not cure such basis for Good Reason (if capable of being cured) within
thirty (30) days following receipt of such Termination Notice and, unless otherwise agreed to by the parties, termination shall
be effective upon the expiration of such cure period, if applicable.


 


(b)
For the purposes hereof, “Good Reason” means, without Executive’s written prior written consent:


 


(i)
any reduction in Executive’s then-current Base Salary or then-current Target Bonus;


 


(ii)
the Company relocating Executive’s principal place of business more than twenty(20) miles outside of the City of Beverly
Hills, California and over forty (40) miles from Executive’s primary home residence in Calabasas, California, excluding
travel reasonably required in the performance of the Executive’s duties hereunder;


 


(iii)
any material breach of this Agreement by the Company.


 


7.7
Termination by Executive Without Good Reason. Executive may terminate Executive’s employment with the Company without
Good Reason by providing a Termination Notice to the Company that specifies an effective date that is not less than thirty (30)
days after the date on which Executive provides the Termination Notice to the Company. The Company, after its receipt of the Termination
Notice, may elect to accelerate such effective date by providing Executive with written notice of such acceleration, and in such
event the Termination Notice shall be effective as of the date specified in the Company’s acceleration notice, and such
acceleration, in and of itself, shall not constitute a termination of Executive’s employment hereunder by the Company with
or without Cause.


 






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8.
Consequences of Termination or Non-Renewal


 


8.1
Certain Defined Terms. As used herein:


 


“Accrued
Obligations” means the aggregate of: (a) Executive’s accrued Base Salary through and inclusive of the Termination
Date (disregarding any reduction thereto in violation of this Agreement); (b) Executive’s accrued vacation pay through and
inclusive of the Termination Date; and (c) Executive’s business expenses incurred through and inclusive of the Termination
Date that have not been reimbursed by the Company as of the Termination Date.


 


“eligible
dependent” includes Executive’s spouse (or widow).


 


“Other
Benefits” means all benefits, compensation, and rights, whether accrued, earned, or vested, to which Executive is entitled
as of the Termination Date under the terms and conditions applicable to such benefits, compensation, and rights, including death
benefits, disability benefits, and all other benefits, compensation, and rights pursuant to any of the Benefit Plans (including
vested stock options, restricted shares, restricted stock units).


 


“Other
Equity Awards” means all equity compensation or other equity awards granted by the Company to Executive on or after
the Effective Date (including restricted stock, restricted stock units, stock appreciation rights, and stock options), excluding
the Options and the RSUs.


 


“Prior
Year Bonus” means Executive’s Performance Bonus earned for the fiscal year immediately preceding the fiscal year
in which the Termination Date occurs, if such Performance Bonus has not been paid as of the Termination Date.


 


“Pro
Rata Bonus” means an amount equal to the product of (a) one hundred percent (100%) of the Target Bonus for the fiscal
year in which such termination occurs, multiplied by (b) a fraction, the numerator of which is the number of days elapsed
through and inclusive of the Termination Date in the fiscal year in which Executive’s employment is terminated, and the
denominator of which is 365.


 


“Termination
Date” means (a) if Executive’s employment is terminated by reason of death: the date of the Executive’s
death; (b) if Executive’s employment is terminated for Disability: the Disability Effective Date; (c) if Executive’s
employment is terminated for any other reason, the date of Executive’s “separation from service” as such term
is defined under Section 409A (“Section 409A” is defined in Section 8.8).


 


“Unvested
Equity” means the portion of the Options, the RSUs and the Other Equity Awards that is unvested as of the Termination
Date, after taking into account any acceleration of vesting based on the prior occurrence of any acceleration events specified
hereunder.


 






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8.2
Death or Disability. If Executive’s employment is terminated by reason of Executive’s death or due to Executive’s
Disability, then, Executive (or Executive’s beneficiary or estate) is entitled to receive and shall be paid by the Company,
subject to compliance with Section 8.6 and Exhibit A:


 


(a)
The aggregate of the following, in a single lump sum, through the Termination Date: (i) the Accrued Obligations, (ii) any unpaid
Prior Year Bonus, if any, and (iii) the Pro Rata Bonus; and


 


(b)
The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit
Plan.


 


All
Unvested Equity shall be forfeited as of the Termination Date. Notwithstanding the foregoing sentence, solely for purposes of
this Section 8.2, one-eighth (1/8th) of the RSUs shall vest upon each quarterly anniversary of the Effective Date occurring
during the period from the Effective Date through the Termination Date (such period shall be referred to in this Agreement as
the “RSU Vesting Period”) and such vested RSUs shall be settled as set forth in Section 5.3 above. For the
avoidance of doubt, Executive shall not be entitled to vesting of any RSUs for any partial (incomplete) quarterly anniversary
of the Effective Date period during the RSU Vesting Period.


 


8.3
Termination by the Company for Cause; Termination by Executive without Good Reason. If Executive’s employment is
terminated by the Company for Cause or by Executive without Good Reason, then Executive is entitled to receive or otherwise to
be provided, and the Company shall pay or provide to Executive:


 


(a)
The Accrued Obligations, in a single lump sum, through the Termination Date, and:


 


(b)
The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit
Plan; and


 


All
Unvested Equity shall be forfeited effective as of the Termination Date. Notwithstanding the foregoing sentence, solely for purposes
of this Section 8.3, one-eighth (1/8th) of the RSUs shall vest upon each quarterly anniversary of the Effective Date
occurring during the RSU Vesting Period and such vested RSUs shall be settled as set forth in Section 5.3 above other than the
benefit of the S-8 Settlement. For the avoidance of doubt, Executive shall not be entitled to vesting of any RSUs for any partial
(incomplete) quarterly anniversary of the Effective Date period during the RSU Vesting Period.


 






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8.4
Termination by the Company Without Cause; Termination by Executive for Good Reason. If Executive’s employment is
terminated by the Company Without Cause or by Executive for Good Reason, then Executive is entitled to receive or otherwise to
be provided, and the Company shall pay or provide to Executive, subject to compliance with Section 8.6 and Exhibit A:


 


(a)
The aggregate of the following, in a single lump sum, through the Termination Date: (i) the Accrued Obligations, and (ii) any
unpaid Prior Year Bonus and (iii) the Pro Rata Bonus;


 


(b)
The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit
Plan through the Termination Date;


 


(c)
If such termination occurs after the first six (6) months from the Effective Date, subject to timely execution of a Release pursuant
to Section 8.6 and compliance with Exhibit A, continued payment of Executive’s annual Base Salary and Pro Rata Bonus
for the period from the Termination Date through the lesser of six (6) months or the period through and inclusive of the last
day of the Term as if Executive’s employment had not terminated (the “Continuation Period”), payable
to Executive in accordance with the Company’s generally applicable payroll practices for senior executive officers, but
not less frequently than in equal monthly installments (with the Pro-Rata Bonus being paid at the same time Annual Bonuses are
paid to other senior executives);


 


(d)
If such termination occurs after the first six (6) months from the Effective Date, subject to timely execution of a Release pursuant
to Section 8.6 and compliance with Exhibit A, (i) (x) fifty (50%) percent of all then Unvested Equity (other than RSUs)
shall automatically and immediately become vested and, to the extent applicable, exercisable in full, as of the Termination Date,
and (y) solely for purposes of this Section 8.4, (A) one-eighth (1/8th) of the RSUs shall automatically vest upon each
quarterly anniversary of the Effective Date occurring during the RSU Vesting Period (for the avoidance of doubt, Executive shall
not be entitled to vesting of any RSUs for any partial (incomplete) quarterly anniversary of the Effective Date period during
the RSU Vesting Period), and (B) fifty (50%) percent of the remaining unvested RSUs shall automatically and immediately become
vested, as of the Termination Date, and such vested RSUs (in this clause (y)) shall be settled as set forth in Section 5.3 above,
and (ii) such accelerated Options and Other Equity Awards shall remain outstanding and be exercisable, to the extent applicable,
for a period of six (6) months from the Termination Date, but in all events no later than the end of the applicable term for each
such award; and (iii) all restrictions on the Other Equity Awards shall automatically and immediately lapse (other than vesting,
subject to the terms of such awards);


 


(e)
If such termination occurs after the first six (6) months from the Effective Date, subject to timely execution of a Release pursuant
to Section 8.6 and compliance with Exhibit A, during the period starting on the Termination Date and ending on and inclusive
of the earlier of (i) the date, if any, on which Executive is eligible under an employee welfare plan of another employer to receive
benefits substantially equivalent to the health benefits provided under the Company’s current plan(s), if any, and (ii)
the end of the Continuation Period, Executive and his eligible dependents shall be entitled, at the Company’s sole cost
and expense, to continue participation in all Company health plans, if any, in which such Executive and his eligible dependents
were participating as of the Termination Date, at the same levels as existed as of the Termination Date, except that if Company
is unable to provide coverage under the such plans, then the Company shall notify Executive on a timely basis to allow Executive
to obtain similar benefits and shall reimburse Executive, on a monthly basis for the Continuation Period, an amount equal to the
applicable premium for the Executive and his eligible dependents, on a “tax grossed-up basis, and it shall be Executive’s
responsibility to elect and maintain medical coverage under such plan; and


 






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(f)
The severance payment payable to the Executive pursuant to this Section 8.4 will be paid in one lump sum and in the
manner set forth in Section 5 hereof. Notwithstanding the foregoing, for so long as the Company is a “public
company” within the meaning of Internal Revenue Code Section 409A, in accordance with Section 8.8 hereof, any amounts payable
to the Executive during the first six (6) months and one (1) day following the date of termination pursuant to this Section 5(c) will
be deferred until the date which is six (6) months and one (1) day following such termination, and if such payments are required
to be so deferred the first payment will be in an amount equal to the total amount to which the Executive would otherwise have
been entitled during the period following the date of termination of employment if deferral had not been required.


 


8.5
Non-Renewal. If this Agreement is not terminated before the last day of the Term and prior to that date the Company and
Executive do not (i) enter into a mutually acceptable extension of this Agreement, or (ii) enter into a new agreement relating
to Executive’s employment with the Company to have effect after such date, or (iii) otherwise agree to continue Executive’s
employment with the Company after such date without the benefit of an agreement relating to such employment, then this Agreement
shall automatically end on the last day of the Term, and in such event, subject to timely execution of a Release pursuant to Section
8.6 and compliance with Exhibit A:


 


(a)
Executive is entitled to receive or otherwise to be provided, and the Company shall pay or provide to Executive:


 


(i)
the aggregate of the following, in a single lump sum, through the effective date of such termination: (x) the Accrued Obligations
and (y) any unpaid Prior Year Bonus;


 


(ii)
a Performance Bonus for the completed portion of the final fiscal year of the Term calculated pursuant to and payable in accordance
with Section 5.2; and


 


(iii)
the timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable plan.


 


(b)
Any Unvested Equity shall be immediately forfeited and any outstanding vested portion of the Options or Other Equity Awards shall
remain outstanding and be exercisable, to the extent applicable, for a period of six (6) months from the Termination Date, but
in all events no later than the end of the applicable term for each such award.


 


8.6
Release. In connection with any termination of Executive’s employment by the Company without Cause or by Executive
for Good Reason, each of the Company and Executive shall execute and deliver a Mutual General Release in the form and substance
of attached hereto as Exhibit B (a “Release”) and the Executive’s right to payment of the amounts
specified in Sections 8.2, 8.4 and 8.5 shall be subject to Executive’s execution (without revocation) of such a Release
within thirty (30) days after the Termination Date.


 






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8.7
No Mitigation. Executive is not required to mitigate the amount of any payment or benefit provided for in this Agreement
by seeking other employment or otherwise. The Company shall not reduce the amount of any payment or benefit provided for herein
by any compensation that Executive earns from another employer or from any other employment or from rendering services to or for
the benefit of any other person or entity (including self-employment).


 


8.8
Compliance with Section 409A. Unless otherwise expressly provided, any payment of compensation by Company to Executive,
whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third
(3rd) month (i.e., 21⁄2 months) after the later of the end of the calendar year or the Company’s
fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of
forfeiture” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
For purposes of this Agreement, termination of employment shall be deemed to occur only upon “separation from service”
as such term is defined under Section 409A. Each payment and each installment of any severance payments provided for under this
Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable
by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A)
such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith.
Neither Party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance
with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A,
including a six (6) month delay of termination payments made to specified employees of a public company, to the extent then applicable.
Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section
409A payments which are subject to execution of a Release which may be executed and/or revoked in a calendar year following the
calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in such following
calendar year as necessary to comply with Section 409A. All expense reimbursement or in-kind benefits subject to Section 409A
provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject
to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar
year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the
calendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim
all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said
period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
It is the intent of the Company that the provisions of this Agreement and all other plans and programs sponsored by the Company
be interpreted to comply in all respects with Section 409A, however, the Company shall have no liability to Executive, or any
successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable
to any payment or benefit received by Executive or any successor or beneficiary thereof, nor for reporting in good faith any payment
of benefit as subject to Section 409A.


 






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8.9
Section 280G. The Company will be entitled to deduct or withhold from any amounts owing to the Executive any federal, state,
local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect
to the Executive’s compensation or other payments from the Company or any of its Affiliates or the Executive’s ownership
interest in the Company or any of its Affiliates (including, without limitation, wages, bonuses, dividends, the receipt or exercise
of equity options and/or the receipt or vesting of restricted equity). In the event the Company or any of its Affiliates does
not make such deductions or withholdings, the Executive will indemnify and hold harmless the Company and its Affiliates for any
amounts paid with respect to any such Taxes (but not including any penalties or interest due thereon, all of which shall be the
responsibility of the Company). Notwithstanding any provision of this Agreement or any plan to the contrary, if all or any portion
of the payments or benefits received or realized by Executive pursuant to this Agreement either alone or together with other payments
or benefits that Executive receives or realizes or is then entitled to receive or realize from the Company or any of its Affiliates
would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the “Code”), and/or any corresponding and applicable state law provision, the payments or
benefits provided to Executive under this Agreement will be reduced by reducing the amount of payments or benefits payable to
the Executive to the extent necessary so that no portion of the Executive’s payments or benefits will be subject to the
excise tax imposed by Section 4999 of the Code and any corresponding and/or applicable state law provision. In the event such
a reduction in payments or benefits is required, the reduction shall be applied in a manner to minimize the total payments and
benefits reduced by first reducing payments and benefits a greater percentage of which are treated as parachute payments. Notwithstanding
the foregoing, a reduction will be made under the previous sentence only if, by reason of that reduction, the Executive’s
net after tax benefit exceeds the net after tax benefit he or she would realize if the reduction were not made. If a reduction
in payments or benefits constituting “parachute payments” is necessary under this Section 8.9, (i) the payment and/or
benefits (the “Payment”) shall be paid only to the extent permitted under the reduced payment alternative, and the
Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments
and/or benefits shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological
order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will
be the first cash payment to be reduced; (B) accelerated vesting of stock and RSUs awards shall be cancelled/reduced next
and in the reverse order of the date of grant for such awards (i.e., the vesting of the most recently granted awards will be reduced
first), with full-value awards reversed before any stock option or stock appreciation rights are reduced, unless the Executive
elects in writing a different order for cancellation; and (C) employee benefits shall be reduced last and in reverse chronological
order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the
first benefit to be reduced. For purposes of this paragraph, “net after tax benefit” means the sum of (i) the total
payments or benefits received or realized by the Executive pursuant to this Agreement all or a portion of which would constitute
a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law
provision, plus (ii) all other payments or benefits that Executive receives or realizes or is then entitled to receive or realize
from the Company and any of its Affiliates all or a portion of which would constitute a “parachute payment” within
the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iii) the amount of FICA
taxes and federal or state income taxes payable with respect to the payments or benefits described in (i) and (ii) above calculated
at the maximum marginal individual income tax rate (without considering deductibility of state tax for federal tax purposes) for
each year in which payments or benefits are realized by Executive (based upon the rate in effect for that year as set forth in
the Code at the time of the first receipt or realization of the foregoing), less (iv) the amount of excise taxes imposed with
respect to the payments or benefits described in (i) and (ii) above by Section 4999 of the Code and any corresponding and applicable
state law provision.


 






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Unless
the Company and the Executive otherwise agree in writing, any calculation required under this Section 8.9 shall be made in
writing by the Company’s then independent public registered accounting firm (the “Accountants”), whose calculation
shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of calculating the Executive’s
options under this Section 8.9, the Accountants may rely on reasonable, good faith interpretations concerning the application
of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents
as the Accountants may reasonably request in order to make a determination under this Section 8.9. The Company shall bear
all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.9.


 


8.10
Change of Control. If (i) at any time during the term of this Agreement there is a Change of Control (as defined in the
Plan) and within one (1) year of such Change of Control, the Executive elects to terminate this Agreement for Good Reason or the
Company elects to terminate this Agreement Without Cause, (ii) within twenty-one (21) days of his termination the Executive
executes a general release and non-competition agreement in favor of the Company, its subsidiaries and their Affiliates in the
form of Exhibit B attached hereto and such release becomes effective and is not revoked, and (iii) the Executive complies
with the terms of this Agreement and Exhibits A and B hereto, the Executive shall be entitled to (w) receive the continuation
of health and welfare benefits for a period equal to one (1) year after the date of termination,
(x) an amount in cash equal to one hundred percent (100%) of Executive’s then-current base salary, (y) acceleration of all
of the Executive’s unvested awards pursuant to any equity incentive plan grant made prior to the Executive’s last
day of employment with the Company, and (z) for a period of twelve (12) months following the Executive’s last day of employment
with the Company to exercise all then-vested equity incentive awards (unless the period provided for under the applicable plan
for the particular award would provide for a longer period of exercise following termination of employment in similar circumstances).
Notwithstanding Section 8.4 above, if the Executive receives the payments provided for in this Section
8.10, the Executive is not entitled to any payments pursuant to Section 8.4.The severance payment payable to the
Executive pursuant to this clause of this Section 8.10 will be paid in one lump sum and in the manner set forth in Section
5 hereof. For purposes of determining whether a Change of Control has occurred under this Agreement, the acquisition
of additional stock and/or convertible securities by Robert Ellin and/or his affiliates resulting in him and/or his affiliates
beneficially owning more than 50% of the total voting power of the stock of the Company will not be considered a Change of Control.


 


8.11
Resignation from Directorships and Officerships. The termination of the Executive’s employment with the Company for
any reason will constitute the Executive’s immediate resignation from (a) any director, officer or employee position
the Executive has with the Company or any of its Affiliates, and (b) all fiduciary positions (including as a trustee) the
Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this
Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable
law.


 






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9.
Additional Provisions


 


9.1
Entire Agreement; No Oral Amendments. This Agreement and the Confidentiality Agreement (including all exhibits and schedules
attached hereto and thereto) together set forth the compete, entire, and final agreement between the Company and Executive relating
to the subject matter hereof and terminates, cancels, and supersedes any and all prior agreements, communications, contracts,
representations, or understandings, in each case whether oral or written, between the Company and Executive relating to the subject
matter hereof. No amendment, modification, or supplement to this Agreement is valid, binding, or enforceable unless the same is
in writing and executed and delivered on behalf of the Company and by Executive.


 


9.2
Notices. Each notice or other communication relating to this Agreement, in order to be effective, must be in writing, must
be sent to the applicable address indicated below for the recipient (or to the then-most recent address of which the recipient
has notified the sender in writing in accordance herewith), and must be sent, all costs, expenses, and fees prepaid by the sender,
by (a) personal delivery, (b) first class registered mail, return receipt requested, or (c) a nationally recognized courier service
that provides proof of delivery (e.g., FedEx, UPS) for delivery on the first business day immediately following the day on which
the notice or other communication is deposited with the courier service. Each notice or communication given in accordance herewith
is deemed effective: (i) upon actual receipt when delivered personally or by courier service, or (ii) three (3) business days
after the date on which the notice or communication is deposited with the United States Postal Service, if sent by first class
registered mail (or any earlier date evidenced by the proof of delivery).


 


If
to the Company: to the attention of the Chairman of the Board, at the address of Company’s principle place of business.


 


If
to Executive: to the address listed as Executive’s primary residence in the human resource records and to Executive’s
principal place of business.


 


9.3
Successors


 


(a)
This Agreement is personal to Executive and Executive may not assign or delegate this Agreement without the prior written consent
of the Company. This Agreement inures to the benefit of and is enforceable by Executive’s legal representatives, heirs,
or legatees.


 


(b)
The Company may not assign or delegate this Agreement without the prior written consent of Executive, except that the Company
may assign or delegate this Agreement to any successor (whether direct or indirect, whether by purchase, merger, consolidation,
operation of law, or otherwise) to all or substantially all of the business or assets of the Company, subject to the condition
that the successor, no later than fifteen (15) days after the occurrence of such succession, executes and delivers to Executive
an instrument in from and substance acceptable to Executive (such approval not to be unreasonably withheld) pursuant to which
the successor explicitly assumes and agrees to perform, comply with, and otherwise be bound by this Agreement in the same manner
and to the same extent that the Company would be required to do so if no such succession had occurred. Subject to the immediately
preceding sentence, this Agreement is binding upon and inures to the benefit of the Company and its permitted successors and permitted
assigns. As used in this Agreement, the term “Company” means the Company as hereinbefore defined and any successor
to is business or assets as aforesaid that assumes and agrees to perform this Agreement, whether by operation of law or otherwise.


 






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(c)
Any purported assignment or delegation in violation of this Section 9.3 is null and void ab initio and of no force
or effect.


 


9.4
Severability. If any provision of this Agreement is determined to be illegal, invalid, or unenforceable, then such determination
does not affect the legality, validity, or enforceability of the other provisions of this Agreement, all of which remain in full
force and effect. Each of the Company and Executive agrees that in the event of any such determination the Company and Executive
will negotiate to modify this Agreement so as to effect the original intent of the Company and Executive as close as possible
to the fullest extent permitted by applicable law.


 


9.5
Certain Interpretative Matters.


 


(a)
For the purposes of this Agreement: (i) the term “Affiliate” means, with respect to a specified entity (the
“specified entity”), at any particular time, any other present or future person or entity that at such time,
directly or indirectly, controls, is under common control with, or is controlled by, the specified entity; and the term “control”
(and, with correlative meanings, the terms “under common control with” and “controlled by) means
the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of any entity,
whether through ownership of voting securities, by contract, or otherwise).the terms “herein,”“hereof,”“hereto,”“hereunder,”
and terms of similar import refer to this Agreement in its entirety and not to any particular provision; (ii) the term “include”
(and its grammatical variations) is not limiting; and (iii) the term “or” is not exclusive. The headings of
the Sections and other subdivisions of this Agreement are for convenience only, do not constitute a part of this Agreement, and
are of no force or effect in connection with the construction or the interpretation of this Agreement. Except where expressly
provided otherwise, each reference herein to an Article, Section, or other subdivision, or to an Exhibit or Schedule, is a reference
to the applicable Article, Section, or other subdivision of, or exhibit or schedule to, this Agreement.


 


(b)
In the event of any inconsistency or conflict between any of the provisions of this Agreement and any of the provisions of any
of the Benefit Plans or any other award, code, form, plan, policy, or program of the Company, the provisions of this Agreement
control and govern. No provision in any of the Benefit Plans or in any other award, code, form, plan, policy, or program related
to a violation thereof being grounds for termination, or similar language, will result in a “cause” termination unless
such violation is also Cause under this Agreement and the provisions hereof are complied with, and the foregoing applies even
if Executive signs an acknowledgement or otherwise agrees to the provisions of such Benefit Plan or other policy, code, plan,
or program. If any ambiguity or question of interpretation or of construction arises in connection with or relating to this Agreement,
each of the Company and Executive agrees that this Agreement is to be interpreted and construed as if jointly drafted by both
the Company and Executive and that no presumption or burden of proof is to arise favoring or disfavoring the Company or Executive
by virtue of the authorship of any provision of this Agreement.


 






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9.6
Survival. The following provisions survive the expiration or termination of the Employment Period and the Term (including
any termination by reason of Executive’s breach of this Agreement): the terms and conditions of Exhibit A and Section6.5,
Article 8, and this Article 9.


 


9.7
Chosen Law. The laws of the State of California (excluding any conflict of laws principles of that State that would result
in the application of the laws of any jurisdiction other than the State of California) govern all matters in connection with,
relating to, or arising from this Agreement.


 


9.8
Authority. The Company represents and warrants that (a) it has the full corporate power and authority to execute, deliver,
and perform this Agreement, and (b) the execution, delivery, and performance of this Agreement has been duly and validly authorized.


 


9.9
Counterparts. This Agreement may be executed in multiple counterparts, each of which constitutes an original and all of
which together constitute one and the same instrument. A manually executed counterpart of this Agreement delivered by means of
e-mail as a Portable Document Format file (“.pdf”) (or in any present or future file format intended to preserve the
original graphic and pictorial appearance of a document), or by means of facsimile transmission, constitutes the valid and effective
execution and delivery of this Agreement for all purposes and has the same force and effect for all purposes as the personal delivery
of a manually executed counterpart bearing an original ink signature.


 


[SIGNATURE
PAGE FOLLOWS]








 






    	 	19	 



     


    

 


By
signing below, each of the Company and Executive acknowledges that it or he has carefully read, fully understands, and accepts
and agrees to be bound by the provisions of this Agreement.


 


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



	 	 	
	 	/s/
    Michael Zemetra


 


 


 


 


  


 


 


 


 


 


[SIGNATURE
PAGE TO EMPLOYMENT AGREEMENT BETWEEN LIVEXLIVE MEDIA AND MICHAEL ZEMETRA]


 






     

     


    

 


LiveXLive
Media, Inc./Zemetra Employment Agreement


 


Schedule
“1”


 


Outside
Activities, Investments and Board Positions


 


1)


 


[END
OF SCHEDULE “1”]


 


 



     

     


    

 





EXHIBIT
“A”


 


[FORM
OF]


 


CONFIDENTIALITY,
NON-INTERFERENCE AND INVENTION ASSIGNMENT AGREEMENT


 


As
a condition of my becoming employed by, or continuing employment with, LiveXLive Media, Inc., a Delaware corporation (the “Company”),
and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the
Company, I agree to the following. All initially capitalized terms used but not defined herein have the respective meanings given
to such terms in the Employment Agreement between the Company and me dated April 13, 2018 (the “Employment Agreement”)


 


Section
1.Confidential Information.


 


(a)
Company Group Information. I acknowledge that, during the course of my employment, I will have access to non-public information
about the Company and its direct and indirect subsidiaries and affiliates (collectively, the “Company Group”)
and that my employment with the Company shall bring me into close contact with confidential and proprietary information of the
Company Group. In recognition of the foregoing, I agree, at all times during the term of my employment with the Company and for
the five (5) year period following my termination of my employment for any reason, to hold in confidence, and not to use, except
for the benefit of the Company Group, or to disclose to any person, firm, corporation, or other entity without written authorization
of the Company or except as expressly permitted herein, any Confidential Information that I obtain or create. I further agree
not to make copies of such Confidential Information except as authorized by the Company, or except as permitted herein, or as
otherwise necessary to fulfill my duties to the Company. For the purposes hereof, “Confidential Information”
means information that the Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire,
create, compile, discover, or own, that has value in or to the business of the Company Group that is not generally known and that
the Company wishes to maintain as confidential. I understand that Confidential Information includes, but is not limited to, any
and all non-public information that relates to the actual or anticipated business and/or products, research, or development of
the Company, or to the Company’s technical data, trade secrets, or know-how, including, without limitation, proposals and
development work for television programs, formats, copyright works, research, product plans, or other information regarding the
Company’s products or services and markets, customer lists, and customers (including, without limitation, customers of the
Company on whom I called or with whom I may become acquainted during the term of my employment), software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and
other business information disclosed by the Company either directly or indirectly in writing, orally, or by drawings or inspection
of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Confidential Information shall not include
(i) any of the foregoing items that are, or become, publicly known through no unauthorized disclosure by me, (ii) any of the foregoing
items lawfully disclosed to me free of restriction from a source that was not legally or contractually prohibited from disclosing
such item, or (iii) any of the foregoing items or other information that I had or owned prior to my employment with the Company.
Notwithstanding anything to the contrary contained herein, I am permitted to disclose any Confidential Information if and to the
extent I am required to do so by, or pursuant to any order of, any court, tribunal, or other governmental, judicial, arbitral,
administrative, or regulatory authority, agency, or instrumentality. In the event I am so required to disclose any Confidential
Information, I will, if permitted pursuant to applicable law, give the Company prompt notice thereof so that the Company Group,
at its sole cost and expense, may seek an appropriate protective order and/or waive compliance with the confidentiality provisions
of this Confidentiality, Non-Interference, and Invention Assignment Agreement (the “Confidentiality Agreement”).


 






    	 	A-1	 



     


    

 


LiveXLive Media,
Inc./Zemetra Employment Agreement-Exhibit A




 


(b)
Former Employer Information. I represent that my performance of all of the terms of this Confidentiality Agreement as an
employee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge,
or data acquired by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I
will not disclose to any member of the Company Group, or induce any member of the Company Group to use, any developments, or confidential
or proprietary information or material I may have obtained in connection with employment with any prior employer in violation
of a confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer.


 


Section
2.Developments.


 


(a)
Developments Retained and Licensed. I hereby represent and warrant that there are not any developments, original works
of authorship, improvements, or trade secrets which were created or owned by me prior to the commencement of the Employment Period
(collectively referred to as “Prior Developments”). If the foregoing representation and warranty is breached,
and during any period during which I perform or performed services for the Company both before or after the date hereof (the “Assignment
Period”), I incorporate or have incorporated into a Company product, program, service or other work a Prior Development
owned by me or in which I have an interest, then I hereby grant the Company a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise
distribute such Prior Development, to the extent of my interest therein, as part of or in connection with such product, program,
service or work.


 


(b)
Assignment of Developments. I hereby assign to the Company all my right, title and interest throughout the world (if any)
in and to any and all (i) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part,
revisions, extensions and reexaminations thereof, (ii) trademarks, service marks, trade dress, logos, titles and working
titles, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations and renewals in connection therewith, (iii) copyrightable works, all copyrights,
and all applications, registrations and renewals in connection therewith, (iv) trade secrets and confidential business information
(excluding general industry knowledge and contacts) and all ideas, research and development, know-how, formulas, compositions,
manufacturing and production processes and techniques, technical data, designs, drawings, specifications, technology, systems,
and business and marketing plans and proposals, (v) rights in and to computer software (including object code, source code,
data and related documentation), (vi) Internet Web sites, including domain name registrations and content and software included
therein, (vii) other proprietary rights, including, without limitation, original works of authorship, content, dialogue, plots,
scripts, scenarios, music programming, formats, graphics, productions, products, programs, services, concepts, moral rights, rights
to characters, actions, acts, gags, routines, materials, ideas, names, likeness, image, personality, publicity etc., (viii) rights
to exploit, collect remuneration for, and recover for past infringements of any of the foregoing and (ix) copies and tangible
embodiments thereof (in whatever form or medium), whether or not patentable or registrable under copyright or similar laws, which
I may solely or jointly conceive or develop or reduce to practice or cause to be conceived or developed or reduced to practice,
or have conceived or developed or reduced to practice or have caused to be conceived or developed or reduced to practice, during
the Employment Period, whether or not during regular working hours, in each case only if the applicable item (A) relates
at the time of conception or development to the actual or demonstrably proposed business or research and development activities
of the Company; (B) results from or relates to any work performed by me for the Company; or (C) is developed through
the use of Confidential Information and/or resources of the Company (collectively referred to as “Developments”).
I further acknowledge that all Developments which are or were made by me (solely or jointly with others) during the Assignment
Period are “works made for hire” as to my contribution (to the greatest extent permitted by applicable law) for which
I am, in part, compensated by my salary, unless regulated otherwise by law, but that, in the event any such Development is deemed
not to be a work made for hire, I hereby assign any right, title and interest throughout the world in any such Development to
the Company or its designee. If any Developments cannot be assigned, I hereby grant to the Company an exclusive, assignable, irrevocable,
perpetual, worldwide, sublicenseable (through one or multiple tiers), royalty-free, unlimited license to use, make, modify, sell,
offer for sale, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform and
display such work in any media now known or hereafter known. Outside the scope of my service, whether during or after my employment
with the Company, I agree not to (x) modify, adapt, alter, translate, or create derivative works from any such work of authorship
or (y) merge any such work of authorship with other Developments. To the extent rights related to paternity, integrity, disclosure
and withdrawal (collectively, “Moral Rights”) may not be assignable under applicable law and to the extent
the following is allowed by the laws in the various countries where Moral Rights exist, I hereby irrevocably waive such Moral
Rights in and to all or any Developments and consent to any action of the Company Group that would violate such Moral Rights in
the absence of such consent. I understand that the provisions of this Non-Interference Agreement requiring assignment of Inventions
to the Company do not apply to any invention which qualifies fully under the provisions of Section 2870 of the California
Labor Code (attached hereto as Schedule A). I will advise the Company promptly in writing of any inventions that I
believe meet the criteria in Section 2870 of the California Labor Code and I bear the full burden of proving to the Company
Group that an invention qualifies fully under Section 2870 of the California Labor Code. I acknowledge receipt of this Confidentiality
Agreement and of written notification of the provisions of Section 2870 of the California Labor Code.


 






    	 	A-2	 



     


    

 


LiveXLive Media,
Inc./Zemetra Employment Agreement-Exhibit A


 


(c)
Maintenance of Records. I agree to keep and maintain adequate and current written records of all Developments made by me
(solely or jointly with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow
charts, electronic data or recordings, and any other format. The records will be available to and remain the sole property of
the Company at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted
by Company policy, which may, from time to time, be revised at the sole election of the Company for the purpose of furthering
the business of the Company.


 


(d)
Intellectual Property Rights. I agree to assist the Company, or its designee, at the Company’s expense, in every
way to secure the rights of the Company in the Developments and any copyrights, patents, trademarks, service marks, database rights,
domain names, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments, recordations, and all other instruments which the Company shall deem necessary in order to
apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company the sole and exclusive right,
title and interest in and to such Developments, and any intellectual property or other proprietary rights relating thereto. I
further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers
shall continue after the Assignment Period until the expiration of the last such intellectual property right to expire in any
country of the world; provided, however, the Company shall reimburse me for my reasonable expenses incurred in connection with
carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability
for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents
or copyright registrations covering Developments or original works of authorship assigned to the Company as above, then I hereby
irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to
act for and in my behalf and stead only to execute and file any such applications or records and only to do all other lawfully
permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or registrations
thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the
Company any and all claims, of any nature whatsoever, which I now or hereafter have for past, present or future infringement of
any and all proprietary rights assigned to the Company hereunder.


 


Section
3.Returning Company Group Documents. I agree that, at the time of termination of my employment with the Company for any
reason, or earlier if reasonably requested, I will deliver to the Company (and will not keep in my possession, recreate, or deliver
to anyone else) any and all Confidential Information and all other documents, materials, information, and property developed by
me pursuant to my employment or otherwise belonging to the Company. I agree further that any property situated on the Company’s
premises and owned by the Company (or any other member of the Company Group), including disks and other storage media, filing
cabinets, and other work areas, is subject to inspection by personnel of any member of the Company Group at any time with or without
notice.


 


Section
4.Disclosure of Agreement. As long as it remains in effect, I will disclose the existence of this Confidentiality Agreement
to any prospective employer, partner, co-venturer, investor, or lender prior to entering into an employment, partnership, or other
business relationship with such person or entity.


 






    	 	A-3	 



     


    

 


LiveXLive Media,
Inc./Zemetra Employment Agreement-Exhibit A


 


Section
5.Restrictions on Interfering.


 


(a)
Non-Interference. During the period of my employment with the Company (the “Employment Period”)
and the Post-Termination Non-Interference Period, I shall not, directly or indirectly for my own account or for the account of
any other individual or entity, engage in Interfering Activities.


 


(b)
Definitions. For purposes of this Confidentiality Agreement:


 


(i)“Business
Relation” shall mean any current or prospective client, customer, licensee, account, supplier or other business relation
of the Company Group, or any such relation that was a client, customer, licensee, account, supplier, or other business relation
within the six (6) month period prior to the expiration of the Employment Period, in each case, to whom I provided services, or
with whom I transacted business.


 


(ii)“Interfering
Activities” means (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce,
any Person employed by, or providing consulting services to, any member of the Company Group(each, a “Restricted Associate”)
to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with
the Company Group, provided that the foregoing shall not be violated by general advertising not targeted at employees or consultants
of any member of the Company Group; or (B) encouraging, soliciting, or inducing, or in any manner attempting to encourage,
solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company
Group, or in any way interfering with the relationship between any such Business Relation and the Company Group. Notwithstanding
the foregoing, for the purposes hereof the term “Interfering Activities” excludes my taking all or any of the following
actions, whether for my account or benefit or for the account or benefit of any other Person: (x) hiring any Restricted Associate
or engaging any Restricted Associate to otherwise render services (whether consulting or otherwise), so long as in connection
therewith I do not knowingly encourage, induce, or solicit, or knowingly attempt to encourage, induce, or solicit, the respective
Restricted Associate in violation of the above clause (A) of this definition; (y) engaging in, accepting, or otherwise conducting
business with any Business Relation, so long as in connection therewith I do not knowingly encourage, solicit, or induce, or knowingly
attempt to encourage, solicit, or induce, the respective Business Relation in violation of the above clause (C) of this definition;
or (z) communicating, or any Person at my direction communicating, to any Persons, including, without limitation, any Restricted
Associate or any Business Relation, by any means, method, media, or format now or hereafter known (including, without limitation,
via any present or future social media service, such as, without limitation, LinkedIn, Facebook, or Twitter), any change in my
employment, including, but not limited to, the cessation of my employment with the Company or my employment with any Person other
than the Company.


 






    	 	A-4	 



     


    

 


LiveXLive Media,
Inc./Zemetra Employment Agreement-Exhibit A


 


(iii)“Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust
(charitable or non-charitable), unincorporated organization, or other form of business entity.


 


(iv)“Post-Termination
Non-Interference Period” means the period commencing on the date of the termination of my employment with the Company
for any reason and ending on the twenty-four (24) month anniversary of such date of termination.


 


Section
6.Reasonableness of Restrictions. I acknowledge and recognize the highly competitive nature of the Company’s business,
that access to Confidential Information renders me special and unique within the Company’s industry, and that I will have
the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants,
contractors, investors, and strategic partners of the Company Group during the course of and as a result of my employment with
the Company. In light of the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Confidentiality
Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the
value of the business and assets of the Company Group. I acknowledge further that the restrictions and limitations set forth in
this Confidentiality Agreement will not materially interfere with my ability to earn a living following the termination of my
employment with the Company and that my ability to earn a livelihood without violating such restrictions is a material condition
to my employment with the Company.


 


Section
7.Independence; Severability; Blue Pencil. Each of the rights enumerated in this Confidentiality Agreement shall be independent
of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law
or in equity. If any of the provisions of this Confidentiality Agreement or any part of any of them is hereafter construed or
adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Confidentiality Agreement, which shall
be given full effect without regard to the invalid portions.


 


Section
8.Injunctive Relief. I expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions
set forth in this Confidentiality Agreement may result in substantial, continuing, and irreparable injury to the members of the
Company Group. Therefore, I hereby agree that, in addition to any other remedy that may be available to the Company, any member
of the Company Group shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of
appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Confidentiality Agreement without
the necessity of posting of a bond.


 


Section
9.General Provisions.


 


(a)
Governing Law. Except where preempted by federal law, all matters in connection with, relating to, or arising from this
Confidentiality Agreement, including, without limitation, the validity, interpretation, construction, and performance of this
Confidentiality Agreement, is governed by and is to be construed under the laws of the state of California applicable to agreements
made and to be performed in that state, without regard to conflict of laws rules of the State of California that would result
in the application of the laws of any jurisdiction other than the state of California.


 






    	 	A-5	 



     


    

 


LiveXLive Media,
Inc./Zemetra Employment Agreement-Exhibit A


 


(b)
Entire Agreement. This Confidentiality Agreement sets forth the entire agreement and understanding between the Company
and me relating to the subject matter herein and merges all prior discussions and communications between the Company and me relating
to the same. No modification or amendment to this Confidentiality Agreement, nor any waiver of any rights under this Confidentiality
Agreement, will be effective unless in writing and signed and delivered by each of the Company and me. Any subsequent change or
changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Confidentiality Agreement.


 


(c)
Successors and Assigns. Sections 9.3(b) and 9.3(c) of the Employment Agreement are incorporated into this Confidentiality
Agreement by reference, mutatis mutandis. Notwithstanding anything to the contrary contained in the Employment Agreement
or in this Confidentiality Agreement, the Company is prohibited from assigning or delegating all or any portion of this Confidentiality
Agreement except in compliance with this Section 9(c) in connection with an assignment or delegation of the Employment Agreement
that is effected in compliance with Sections 9.3(b) and 9.3(c) of the Employment Agreement. Subject to the two immediately preceding
sentences, this Confidentiality Agreement will be binding upon my heirs, executors, administrators, and other legal representatives
and will be binding upon and for the benefit of the Company, its successors, and its assigns.


 


(d)
Survival. The provisions of this Confidentiality Agreement shall survive the termination of my employment with the Company
and/or the assignment, in compliance with the requirements hereof, of this Confidentiality Agreement by the Company to any successor
in interest or other assignee, in each case subject to the temporal limitations contained herein.


 


(e)
Construction. Each party hereto has had an adequate opportunity to have this Confidentiality Agreement reviewed by counsel.
If an ambiguity or question of intent or interpretation arises, this Confidentiality Agreement shall be construed as if drafted
jointly by the parties hereto. This Confidentiality Agreement shall be construed without regard to any presumption, rule or burden
of proof regarding the favoring or disfavoring of any party hereto by virtue of the authorship of any of the provisions of this
Confidentiality Agreement. In the event any of the provisions of this Confidentiality Agreement conflict with any of the provisions
of the Employment Agreement, the respective provisions of the Employment Agreement govern and control.


 


[SIGNATURE
PAGE FOLLOWS]


 







    	 	A-6	 



     


    

 


LiveXLive Media,
Inc./Zemetra Employment Agreement-Exhibit A


 


I,
Michael Zemetra, have executed this Confidentiality, Non-Interference, and Invention Assignment Agreement on the date set forth
below:


 


	Date: April 13, 2018	/s/
    Michael Zemetra
	 	(Signature)
	 	 
	 	
	 	Michael Zemetra



 


	ACCEPTED
    AND AGREED TO:	 
	 	 	 
	LIVEXLIVE
    MEDIA, INC	 
	 	 	 
	By:

        
	/s/ Robert S. Ellin	 
	Name:
    Robert S. Ellin	 
	Title:
     Chief Executive Officer and Chairman	 


 






     

     


    

 


SCHEDULE
A


 


SECTION
2870 of the CALIFORNIA LABOR CODE

INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT


 


“(a)Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own
time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:


 


(1)
Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably
anticipated research or development of the employer; or


 


(2)
Result from any work performed by the employee for the employer.


 


(b)
To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded
from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”








 






     

     


    

 


EXHIBIT
“B”


 


[FORM
OF]


 


MUTUAL
RELEASE OF CLAIMS


 


This
Mutual Release of Claims (this “Release”), is entered into as of the date of the last signature below, by and
between LiveXLive Media, Inc. (the “Company”) and Michael Zemetra (“Executive”) and is executed
by each of the Company and Executive pursuant to Section [8] of that certain Employment Agreement, dated [April ___, 2018] (the
“Employment Agreement”), by and between the Company and Executive. Capitalized terms used in this Release without
definition shall have the meanings ascribed thereto in the Employment Agreement. Executive and the Company sometimes are referred
to herein collectively as the “Parties” and each individually as a “Party”. The Company and Executive
agree as follows:


 


1.
Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, devisees, legatees,
executors, administrators, legal or personal representatives, trustees, assigns, and successors (individually and collectively,
the “Executive Parties”), and each of them, hereby acknowledges full and complete satisfaction of and releases
and discharges the Company, and each of its Affiliates, subsidiaries, divisions, or parents,, past and present, and each of them,
as well as their respective predecessors, assignees, successors, directors, officers, stockholders, partners, representatives,
attorneys, agents or employees, past or present, or any of them (individually and collectively, the “Company Parties”),
from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected
or unsuspected, that Executive has ever had, or now has, or ever will have, against the Company Parties by reason of any and all
acts, omissions, conditions, events, circumstances, or facts existing, occurring, or failing to occur at any time through the
date of Executive’s execution of this Release that directly or indirectly arise out of, relate to, or are connected in any
way with Executive’s employment by, services to (whether as an employee, officer, director, or otherwise), or separation
from, all or any of the Company Parties, including, without limiting the generality of the foregoing, any claim under Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Fair Employment
and Housing Act, California Labor Code Section 132a, the California Family Rights Act, or any other federal, state or local law,
regulation or ordinance relating to employment (the foregoing, as modified by the following clause, collectively, the “Executive
Released Claims”); except that notwithstanding anything to the contrary herein, the release set forth in this Section
1 expressly excludes, and shall not alter, limit, release, apply to, or otherwise affect, and the term Executive Released Claims
shall not include; (a) the obligations and covenants of the Company and the rights of Executive in each case that, directly or
by implication, survive the termination of Executive’s employment with the Company pursuant to Section [9.6] of the Employment
Agreement; (b) any claim that is prohibited from being released as a matter of law; (c) Executive’s rights to tail indemnification
or contribution, whether pursuant to the governance documents of any of the Company Parties (including, without limitation, pursuant
to any certificate of incorporation, bylaws or any written agreements) or Section [6.5] of the Employment Agreement (d) any rights
or claims of Executive as a stockholder of the Company; (e) any vested rights or vested benefits under ERISA or under any Benefit
Plan; (f) workers’ compensation benefits; and (g) any claims arising after the date of Executive’s execution of this
Release.


 






    	 	B-1	 



     


    

 


LiveXLive
Media, Inc./Zemetra Employment Agreement- Exhibit B







 


2.
It is a condition hereof, and it is the Parties’ intention in the execution of this Release, that the release set forth
in Section 1 above shall be effective as a bar to each and all of the Executive Released Claims, and in furtherance of this intention,
Executive, on behalf of himself and each and all of the other Executive Parties, hereby waives any and all rights and benefits
conferred upon him by Section 1542 of the California Civil Code, which provides:


 


A
general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.


 


3.
ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this Release, he is waiving any and all
rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”),
which have arisen on or before the date of execution of this Release. Executive further expressly acknowledges and agrees that:


 


(a)
In return for this Release, he will receive consideration beyond that which he was already entitled to receive before entering
into this Release;


 


(b)
He is hereby advised in writing by this Release to consult with an attorney before signing this Release;


 


(c)
He was given a copy of this Release on [_________], and informed that he had twenty-one (21) days within which to consider
this Release, that changes (whether material or otherwise) will not restart the 21-day period;


 


(d)
Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity
of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically
authorized by federal law; and


 


(e)
He was informed that he has seven (7) days following the date of execution of this Release in which to revoke this Release, and
this Release will become null and void if Executive so elects revocation during that time. Any revocation must be in writing and
must be received by the Company during the seven (7)-day revocation period. In the event that Executive exercises his right of
revocation, neither the Company nor Executive will have any obligations under this Release.


 


4.
Release by Company. The Company, on behalf of itself and each and all of the other Company Parties, hereby acknowledges
full and complete satisfaction of and releases and discharges each and all of the Executive Parties from and with respect to any
and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, that all or
any of the Company Parties have ever had, or now have, or ever will have, against all or any of the Executive Parties by reason
of any and all acts, omissions, conditions, events, circumstances, or facts existing, occurring, or failing to occur at any time
through the date of the Company’s execution of this Release that directly or indirectly arise out of, relate to, or are
connected with Executive’s employment by, services to (whether as an employee, officer, director, or otherwise), or separation
from, all or any of the Company Parties(the foregoing, as modified by the following clause, collectively, the “Company Released
Claims”); except that notwithstanding anything to the contrary herein, the release set forth in this Section
4 expressly excludes, and shall not alter, limit, release, apply to, or otherwise affect, and the term Company Released Claims
shall not include (a) the obligations of Executive that survive the termination of Executive’s employment with the Company
pursuant to Section [9.6] of the Employment Agreement and that certain Confidentiality, Non-Interference, and Invention Assignment
Agreement dated [*] between the Company and Executive; and (b) any claims arising after the date of the Company’s execution
of this Release.


 






    	 	B-2	 



     


    

 


LiveXLive
Media, Inc./Zemetra Employment Agreement- Exhibit B


 


5.
It is a condition hereof, and it is the Parties’ intention in the execution of this Agreement, that the release set forth
in Section 4 above shall be effective as a bar to each and all of the Company Released Claims, and in furtherance of this intention,
the Company, on behalf of itself and each and all of the other Company Parties, hereby waives any and all rights and benefits
conferred upon the Company Parties by Section 1542 of the California Civil Code, which provides:


 


A
general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.


 


6.
No Transferred Claims. Executive represents and warrants to the Company, that he has not heretofore assigned or transferred
to any person or entity any of the Executive Released Claims or any part or portion thereof. The Company represents and warrants
to Executive that it has not heretofore assigned or transferred to any person or entity any of the Company Released Claims or
any part or portion thereof.


 


7.
Miscellaneous. The following provisions shall apply for purposes of this Release:


 


(a)
Section Headings. The section headings contained in this Release are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Release.


 


(b)
Governing Law. All matters in connection with, relating to, or arising from this Release shall be governed by and construed
in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof
(to the extent that the application of the laws of another jurisdiction would be required thereby).


 


(c)
Amendments. This Release may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by Executive and the Company or, in the case of a waiver, by the Party waiving compliance.


 






    	 	B-3	 



     


    

 


LiveXLive
Media, Inc./Zemetra Employment Agreement- Exhibit B


 


(d)
Waivers.


 


(i)
Except as otherwise provided herein, no action taken pursuant to this Release, including any investigation by or on behalf of
any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties,
covenants or agreements contained in this Release. Any term, covenant, agreement, obligation, undertaking, condition, representation
or warranty under this Release may be waived at any time by the Party which is entitled to the benefit thereof, but only by a
written notice signed by such Party expressly waiving such term, covenant, agreement, obligation, undertaking, condition, representation
or warranty.


 


(ii)
The failure of any Party to insist, in any one or more instances, upon performance of the terms or conditions of this Release
shall not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of any such term,
covenant or condition. No waiver on the part of any Party of any right, power or privilege, nor any single or partial exercise
of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power
or privilege.


 


(e)
Severability. Any provision of this Release which is invalid or unenforceable in any jurisdiction will, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Release,
and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by law, the Parties waive any provision of law which renders any such provision
prohibited or unenforceable in any respect.


 


(f)
Counterparts. This Release may be executed in counterparts, each of which shall be deemed an original, and it will not
be necessary in making proof of this Release or the terms of this Release to produce or account for more than one of such counterparts.
All counterparts shall constitute one and the same instrument. Each Party may execute this Release via a facsimile (or transmission
of a PDF file) of a counterpart of this Release. In addition, facsimile or PDF signatures of authorized signatories of any Party
shall be valid and binding and delivery of a facsimile or PDF signature by any Party shall constitute due execution and delivery
of this Release.


 


[SIGNATURE
PAGE FOLLOWS]


 






    	 	B-4	 



     


    

 


LiveXLive
Media, Inc./Zemetra Employment Agreement- Exhibit B


 


IN
WITNESS WHEREOF, each of the Company and Executive has executed this Release as of the respective date set forth below.


 


	 	LIVEXLIVE
    MEDIA, INC.
	 	 	 
	 	By:	                      
	 	Name:
     Robert S. Ellin
	 	Title:    Chief
    Executive Officer and Chairman
	 	 	 
	 	MICHAELZEMETRA 



	 	 	
	 	               


  



     

     


    

 


EXHIBIT
C


 


LOCK-UP
RESTRICTIONS


 


During
the Lock-up Period, the Executive will not, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any
short sale, lend or otherwise dispose of or transfer any Securities or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any
Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however,
that if the Company engages in an underwritten public offering of its equity or convertible securities prior to the end of the
Lock-up Period, the managing underwriter may waive the balance of the Lock-up Period if requested by the Company in its sole and
absolute discretion. The foregoing restrictions are expressly agreed to preclude the Executive from engaging in any hedging or
other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of
any of the Securities of the Executive during the Lock-up Period, even if such securities would be disposed of by someone other
than the Executive. The Executive may sell some or all of the Securities so long as the purchaser complies with the provisions
of this Section.


 


(iii) In
addition, during the Lock-up Period, the Executive will not, directly or indirectly, effect or agree to effect any short sale
(as defined in Rule 200 under Regulation SHO of the Exchange Act, whether or not against the box, establish any “put equivalent
position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of Common Stock, borrow or pre-borrow
any shares of Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to shares
of Common Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant
part of its value from shares of Common Stock or otherwise seek to hedge the Executive’s position in the Common Stock.


 


(iv)
Notwithstanding anything contained herein to the contrary, the Executive shall be permitted to engage in any Disposition (x) where
such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust and the
transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (y) upon the written
approval of the Company and the lead underwriter in any underwritten public offering of Company’s securities for gross proceeds
to the Company of at least $50 million, or (z) where such Disposition is to an affiliate of such Executive (including entities
wholly owned by such Executive or one or more trusts where such Executive is the grantor of such trust(s)), and with respect to
each clause (w) through (z) above (inclusive), as long as such transferee agrees to the same lock-up terms and conditions as set
forth in this Agreement.


 


 


C-1