MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among LiveStyle NA Live Holdings, Inc., LIVEXLIVE MEDIA, INC., and LIVEXLIVE EVENTS, LLC Dated as of February 5, 2020Membership Interest Purchase Agreement • June 26th, 2020 • LiveXLive Media, Inc. • Retail-eating places • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated as of February 5, 2020 (the “Effective Date”), by and among LiveStyle NA Live Holdings, Inc., a Delaware corporation (“Seller”), LiveXLive Media, Inc., a Delaware corporation (“Parent”), and LiveXLive Events, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Buyer”). The parties hereto shall each be referred to as a “Party” and collectively as the “Parties”.
ContractLiveXLive Media, Inc. • June 26th, 2020 • Retail-eating places • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE AND SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO EACH SUCH SALE OR TRANSACTION, FURNISHES TO THE COMPANY AND LIVEXLIVE MEDIA, INC. AN OPINION OF COUNSEL, WITH SUCH OPINON AND COUNSEL SATISFACTORY TO THE COMPANY AND LIVEXLIVE MEDIA, INC., OPINING TO SUCH COMPLIANCE, REGISTRATION OR THAT SUCH REGISTRATION IS NOT REQUIRED.
