(NasdaqCM:LIVX) completed the acquisition of Courtside Group, Inc. Drabkin of Reed Smith LLP served as legal adviser to LiveXLive Media, Inc. McCarthy of Skadden, Arps, Slate, Meagher & Flom LLP served as legal adviser to Courtside Group. Moelis & Company acted as broker on behalf of LiveXLive Media. LiveXLive Expects the Acquisition to be Accretive, Strengthen Its Balance Sheet and Diversify Its Business Model with Significant Advertising Component. have approved the transaction, and expect to close the transaction by July 2020. The boards of directors of each of LiveXLive and Courtside Group, Inc. The proposed transaction is subject to customary and other closing conditions, all approvals required from any Governmental Authority and Employment Agreement shall be in full force and effect as of the Closing. Norman Pattiz, founder and Executive Chairman of Courtside Group will join LiveXLive as a significant shareholder and remain as Executive Chairman of Courtside Group.

In addition, if, during the period commencing after and ending on the second anniversary of the date of the Closing for five consecutive trading days the closing market price of Common Stock exceeds $5.00 per share, an additional aggregate payment of $3 million in cash shall be paid to the Mary and Norman Pattiz Family Trust in accordance with their respective pro rata percentage, within five business days of the second anniversary of the Closing Date. At Closing, upon satisfaction of each of the closing conditions set forth in the Agreement, LiveXLive Media shall issue to the Mary and Norman Pattiz Family Trust 5.45 million shares of its common stock, $0.001 par value per share plus such additional number of shares of Common Stock as would equal to sum of (i) the Estimated Closing Cash, minus (ii) the Estimated Closing Indebtedness, minus (iii) the Estimated Transaction Expenses, plus or minus (iv) the Working Capital Excess or the Working Capital Shortfall, as applicable, divided by $2.20 (collectively with the Initial Shares). (NasdaqCM:LIVX) entered into an agreement to acquire Courtside Group from Mary and Norman Pattiz Family Trust for $18.1 million on May 7, 2020.

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