1. PROMOTION TIMING

The LiveXLive Corp. Ultimate Hangout Music Fest Experience Giveaway Sweepstakes (the "Promotion") entry period begins on May 1, 2017, at 12:01:00 a.m. Pacific Standard Time ("PST") and ends on May 10, 2017, at 11:59:59 p.m. PST (the "Entry Period"). The drawing period will begin immediately following the Entry Period (the "Drawing Period"). All eligible entries will be entered into a random drawing to determine the prize winner and the other prize winners (each a "Prize Winner" and collectively, the "Prize Winners"). Prize Winners will be announced on or about May 11, 2017. Entry in the Promotion does not constitute entry into any other promotion, contest or sweepstakes. By participating in the Promotion, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of LiveXLive Corp. ("LiveXLive Corp."), whose decisions shall be final and legally binding in all respects and on all participants, and not subject to further review in any forum.

2. ELIGIBILITY AND ENTRY

This Promotion is open to the general public. Entrants (each an "Entrant," or "you") must be residents of the forty-eight (48) contiguous United States who are eighteen (18) years of age or older at the time of entry. By making an entry submission, you hereby release LiveXLive Corp., all of its affiliated entities, and all of their respective shareholders, officers, directors, members, managers, employees, agents, attorneys, successors and assigns from any and all claims relating to your entry submission, including without limitation arising from the risk of misdirection or misdelivery of your entry. In that regard, you specifically represent and warrant that no portion of your entry submission, shall infringe on the intellectual property, privacy or any other rights of any other person or entity. LiveXLive Corp., its affiliated entities, advertising and promotion agencies, and any and all other companies associated with the Promotion (collectively, the "Promotion Entities"), and each of their employees, contractors or other affiliates, and their respective immediate family members and/or people living in the same household, are not eligible to participate in this Promotion. All eligibility is subject to all federal, state and local laws and regulations. All entries submitted are the property of LiveXLive Corp.. LiveXLive Corp.'s database clock will be the timekeeper for this Promotion. This Promotion is and shall be void where prohibited by law.

Entrants may enter in any one of the following ways:
1) Entering and submitting all required information in an LiveXLive Corp. online entry form (the "Entry Form"), including full legal name, email address and zip code, which may be made available on the Website;

2) Sending an email to the address: contact@livexlive.com with the Subject Line, "Official Promotion Entry."

Entrants understand that entry in the Promotion constitutes consent to receive LiveXLive Corp.'s e-mail newsletter, to which Entrants may subsequently unsubscribed at any time.

Each Entrant must be a natural person, and each Entrant is limited to a single email address, and/or other accounts used for entry. Multiple Entrants are not permitted to share the same email address, Facebook account, and/or other accounts used for entry. Any incorrect or incomplete entry is void.

Any attempt by any Entrant to obtain entries by using multiple/different email addresses, Facebook and other social media accounts, identities, registrations or logins, or any other methods will void that Entrant's entries and that Entrant will be disqualified from the Promotion.

Any use of robotic, repetitive, automatic, programmed or similar entry methods or agents (including Promotion entry services) will void all entries by that Entrant. In the event of a dispute as to any online entry, the authorized account holder of the email address used to enter will be deemed to be the Entrant. The "authorized account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. Potential winners may be required to show proof of being the authorized account holders.

If, in LiveXLive Corp.'s opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Promotion, or if computer virus, bugs, unauthorized intervention, fraud, or technical difficulties or failures compromise or corrupt or affect the administration, integrity, security, fairness, or proper conduct of the Promotion, LiveXLive Corp. reserves the right at their sole discretion to disqualify any individual who tampers with the entry process and void any entries submitted fraudulently, to modify or suspend the Promotion, or to terminate the Promotion and conduct a random drawing to award the prizes using all eligible, non-suspect entries received as of the termination date.

Should the Promotion be terminated prior to the stated expiration date, notice will be posted on the Website. Any attempt by a Entrant or any other individual to deliberately damage any web site or undermine the legitimate operation of the Promotion is a violation of criminal and civil laws and should such an attempt be made, LiveXLive Corp. reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law.

LiveXLive Corp. reserves the right to cancel or modify the Promotion if fraud or technical failures impair the integrity of the Promotion, as determined by LiveXLive Corp., in its sole discretion, and to award the prizes based on eligible entries received prior to the cancellation.

Note that this Promotion is not sponsored or endorsed by Facebook, Instagram, or Twitter.

3. PRIZES

[1] Prize: The approximate retail value is $2000. Package includes the following items:

1) Two (2) "VIP passes" for Hangout Music Festival 2017
2) Two (2) plane tickets to Gulf Shores, AL
3) One (1) hotel room for May 19-21, 2017
4) Transportation to and from hotel and Hangout Music Festival

LIMIT: One (1) prize per person or household.

Prizes provided on an "as is" basis, without any warranty of any kind. Prize is not transferable. Prize may not be redeemed for cash or sold. LiveXLive Corp. reserves the right to substitute a Prize (or portion thereof) of equal or greater value if the advertised Prize (or portion thereof) becomes unavailable.

Prize Winners are responsible for any and all applicable fees, service charges, surcharges, federal, state, and local taxes, if any, and any other unspecified expenses associated with acceptance or use of the Prize.

All estimated retail values are subject to change based on, among other things, normal price fluctuations associated with the marketplace. No substitution of Prizes is permitted. If the Prize or the Prize notification is returned as undeliverable or any non-compliance with the Official Rules or failure to respond within the applicable time period, it will result in forfeiture of the Prize and will be awarded to the next entry with the greatest score as determined by LiveXLive Corp.

Prize will be awarded only if the Prize Winner fully complies with these Official Rules. LiveXLive Corp. or LiveXLive Corp.'s representatives each reserves the right to remove or to deny portions of the prize package to any winner who does not fully comply with these Official Rules.

Odds of winning a prize in this Promotion depend on the number of eligible entries received during the Promotion Period. It is anticipated that there will be many entries and only a total of one (1) winner, as described above.

If due to a display, printing, production or other error, more prizes are claimed than are intended to be awarded for any prize level per the above, the intended prizes will be awarded in a random drawing from among all verified and validated prize claims received for that prize level. In no event will more than the stated number of prizes be awarded.

4. DRAWING AND WINNER NOTIFICATION

Prize Winners will be selected by random drawing of eligible and timely entries on conducted through a random number generator on approximately April 25, 2017. The determination made by the servers conducting the random drawing will be final. Conduct of the Promotion is under the supervision of LiveXLive Corp. Prize Winners will be notified via email. Prize Winners will be required to reply confirming Prize Winner's e-mail address, full mailing address and phone number within twenty-four (24) hours of the prize notification date.

5. Prize Winners may be required to complete, sign and return an Affidavit of Eligibility/Liability Release, and, where lawful, a Publicity Release, within seven (7) days of attempted notification or prize may be forfeited. Prize Winners may also be subject to a background check.

Once eligibility has been verified and LiveXLive Corp. receives a Prize Winner's requested information, LiveXLive Corp. will arrange to award the Prize. Prize Winners must reply with all required information in order to receive their Prize.

Within three (3) days of Prize Winner verification, the Prize Winners will be notified via email, mail or phone. Prize Winners will be required to comply with LiveXLive Corp.'s Prize Winner procedure twenty-four (24) hours of notification.

6. AFFIDAVIT; PUBLICITY RELEASE; PRIVACY GENERALLY

Upon LiveXLive Corp.'s request, a Prize Winner must be prepared to provide (within one (1) days after receipt of LiveXLive Corp.'s request) an affidavit, in a form supplied by LiveXLive Corp. and subject to verification by LiveXLive Corp. and its agents, attesting: (i) to the Prize Winner's eligibility for entry into the Promotion; and (ii) to the truth of the representations and warranties made by such Prize Winner set forth in these Official Rules, above. Failure to timely provide such affidavit or provision of false or inaccurate information therein will result in disqualification from the Promotion and result in selection of an alternate winner. For the purposes of these Official Rules, a Prize Winner will be deemed to be in receipt of LiveXLive Corp.'s request or notification on the day that the email was sent by LiveXLive Corp.

Acceptance of any prize constitutes Prize Winner's permission for LiveXLive Corp. to use Prize Winner's name, photograph, likeness, voice, biographical information, statements and complete address (collectively, the "Attributes"), for advertising and/or publicity purposes worldwide and in all forms of media now known or hereafter devised, in perpetuity, without further compensation or authorization, (except where prohibited by law), and releases the Promotion Entities from all claims arising out of the use of such Attributes.

LiveXLive Corp. complies with the privacy laws and regulations of the United States of America, and makes no representations regarding the laws of other nations or any particular jurisdiction. LiveXLive Corp. does not knowingly collect personal information from children in connection with the Promotion, as the Promotion is only open to entrants of 18 years of age or older.

If an Entrant does not consent to receive promotional emails and reminders from or about the LiveXLive Corp. upon entry in the Promotion, the use such Entrant's personal information submitted, will still be subject to the privacy policy of LiveXLive Corp., available at: http://www.livexlive.com/#/privacy-policy.

7. CONDITIONS

THIS PROMOTION IS VOID WHERE PROHIBITED. FURTHER, THIS PROMOTION IS VOID IN AN JURISDICTION WHICH WOULD REQUIRE THE POSTING OF BOND FOR PRIZES OR THE REGISTRATION OF THIS PROMOTION, UNLESS LIVEXLIVE CORP. EXPRESSLY COMPLIES WITH SUCH REQUIREMENTS. Entrants agree that this Promotion shall be subject to and governed by the laws of the State of California and the forum for any dispute shall be in the State of California, Los Angeles County. To the extent permitted by law, the right to litigate, to seek injunctive relief or to make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or on connection with this Promotion are hereby excluded and any Entrant expressly waives any and all such rights. Certain restrictions may apply. Entries void if LiveXLive Corp. determines the Composition is not be original or unpublished, the Entrant has failed to meet the entry criteria, or if the entries are illegible, incomplete, damaged, irregular, altered, counterfeit, produced in error or obtained through fraud or theft.

All federal, state/provincial/territorial, and local taxes, fees and surcharges and taxes (whether foreign or domestic) on prizes are the sole responsibility of the prize winner. In the event that the selected winner(s) of any prize is/are ineligible, cannot be traced or does/do not respond to a winner notification as required by the Official Rules, or refuses the prize, the prize will be forfeited and LiveXLive Corp., in its sole discretion, may choose whether to award the prize to another Entrant. The LiveXLive Corp. reserves the right to verify the validity and originality of any entry and/or Entrant (including an Entrant's identity and address) and to disqualify any Entrant who submits an entry that is not in accordance with these Official Rules or who tampers with the entry process. Failure by LiveXLive Corp. to enforce any of its rights at any stage does not constitute a waiver of those rights.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by law, LiveXLive Corp., the other Promotion Entities, their respective affiliated entities, and their respective shareholders, officers, directors, members, managers, employees, agents, attorneys, successors and assigns (the "Released Parties") shall not be held liable or responsible for, and each Entrant (including Prize Winners) hereby releases the Released Parties from, any claims arising from or in any way relating to the Promotion, including, but not limited to, the following: (i) the subject matter of the Promotion; (ii) any inability to submit a Promotion entry; (iii) any defects or deficiencies in a Promotion entry; (iii) the content or context of any Promotion entry; (iv) technical failures of any kind, including but not limited to the malfunctioning of any computer, cable, network, hardware or software; (v) the unavailability or inaccessibility of any transmissions or telephone or Internet service; (vi) unauthorized human intervention in any part of the entry process or the Promotion; (vii) electronic or human error which may occur in the administration of the Promotion or the processing of entries; (viii) any injury or damage to persons or property, including but not limited to entrant's computer, hardware or software, which may be caused, directly or indirectly, in whole or in part, from entrant's participation in the Promotion; (ix) use or redemption of any prize; (x) the judging process, including the outcome of the Promotion; (xi) the inability to redeem or use any prize, including, without limitation, due to Force Majeure (defined below).

TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL THE RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

WITHOUT LIMITING THE FOREGOING, THIS PROMOTION AND ALL PRIZES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND LIVEXLIVE CORP. HEREBY DISCLAIMS ANY SUCH WARRANTIES.

9. DISQUALIFICATION/FORCE MAJEURE

LiveXLive Corp. reserves the right in its sole discretion to disqualify any individual who is found to have tampered with the entry process or the operation of the Promotion, to be acting in violation of these Official Rules, or to be acting in a disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Promotion, or to disparage, annoy, abuse, threaten or harass any other person, and LiveXLive Corp. reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. No incomplete, forged, software-generated or other automated multiple entries will be accepted. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

In the event an insufficient number of eligible entries are received and/or LiveXLive Corp. is prevented from awarding the prize or continuing with the Promotion as contemplated herein by any event beyond his control, including but not limited to, event cancellation or modification, fire, flood, natural or man-made epidemic of health of other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within LiveXLive Corp.'s control (each a "Force Majeure" event or occurrence), then LiveXLive Corp. shall have the right to modify, suspend, or terminate the Promotion. If the Promotion is terminated due to Force Majeure relating to the Prize, LiveXLive Corp. will (if possible) conduct the drawing with all timely entries, awarding prizes other than the Prize. Inclusion in such drawing shall be each Entrant's sole and exclusive remedy under such circumstances. Only the type and quantity of prize described in these Official Rules (other than the Prize) will be awarded in such event.

10. DISPUTES

The provisions of these Official Rules are severable, and in the event any provision is determined to be invalid or unenforceable, the remaining provisions will remain in effect. Except where prohibited by law, each Entrant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Promotion or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the state of California without regard its conflict of laws principles with venue in California, and all claims must be resolved in the courts of California with situs in Los Angeles County; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Promotion, but in no event attorneys' fees; and (3) unless otherwise prohibited, under no circumstances will Entrant be permitted to obtain awards for, and Entrant hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and LiveXLive Corp. in connection with the Promotion shall be governed by, and construed in accordance with, the laws of the state of California, without giving effect to any choice of law or conflict of law rules (whether of the state of California or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the state of California.

11. WINNERS LIST

To obtain the name of the winners, send an email to contact@livexlive.com. All such requests must be received by May 18, 2017.