Commitments and Contingencies

9 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 – Commitments and Contingencies

Operating Lease - Obar Camden Limited

On February 19, 2004 OCL entered into a non-cancellable lease for premises for a period of 25 years expiring November 27, 2028. On October 22, 2004, OCL entered into a deed of variation to the original non-cancellable lease for the premises with an annual rent of £473,000 per year plus valued added taxes for the first five (5) years and with an annual rent of £548,337 per year plus valued added taxes for the remainder of the lease, with free rent for the first fifteen (15) months of the occupancy. The lease provides for a rent review every fifth anniversary of the effective date whereby the principal rent may be increased at each such review date to the open market rent (as defined) if that is a greater than the amount of the principal rent under the lease immediately before the review date. In conjunction with the signing of the deed of variation the landlord (i) provided consideration of £175,000, and (ii) contributed an additional £175,000 towards improvements upon execution of the deed of variation.

Future minimum lease payments under the non-cancelable operating lease are as follows:

Year ending March 31:	£		$
2016 (Remainder of the fiscal year)	£	137,085	$	207,327
2017		548,337		829,306
2018		548,337		829,306
2019		548,337		829,306
2020		548,337		829,306
2021 and after		4,748,749		7,182,016
	£	7,079,182	$	10,706,567

Deferred Rent

To induce OCL to enter into the operating lease and the deed of variation for a period of 25 years, the landlord granted free rent for the first fifteen (15) months of the occupancy and consideration/contribution of £350,000 in aggregate, which will be recognized on a straight-line basis over the duration of the initial lease term of 25 years.

Employment Agreements

Loton Corp

Blake Indursky

On October 6, 2015, the Board of Directors (the “Board”) of Loton, Corp (the “Company”) appointed Blake Indursky as the Executive Vice Chairman and Senior Vice President of Operations of the Company.

Mr. Indursky’s employment agreement provides for a twelve-month term, renewable on an annual basis unless terminated by either party thereto, compensation of $10,000 per month and 250,000 shares of the Company’s restricted common stock which shall vest equally on a monthly basis over the twelve (12) month term of the Employment Agreement. The securities were issued pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering.

LiveXLive Crop

John Petrocelli

On March 4, 2015 (the “Effective Date”), LiveXLive Corp. (formerly FestreamTV, Corp.) entered into an employment agreement with John Petrocelli (the “Employee”) with the following key terms and conditions:

Scope of service

The Employee shall serve as the President of the Company. The Employee shall perform such duties as are usual and customary for such position and such other duties as the Board of Directors of the Company (the “Board of Directors”) and/or the Chief Executive Officer of Loton, Corp (the “Parent”).

Term

Subject to the provisions of Section 6, the term of this Agreement (the “Term”) shall be two (2) year from the Effective Date.

Compensation

The compensation payable to the Employee under this Agreement shall be as follows:

(i) Salary. For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a monthly salary of seven thousand five hundred dollars ($7,500) per month (the “Salary”); provided that, upon the Company successfully entering into a festival streaming rights agreement with the Governor’s Ball music festival or any other major festival or content experience series having a term of three (3) or more years, the Salary will be increased five thousand dollars ($5,000) per month; provided, further, that upon the Company entering into five (5) festival streaming rights or content experience series agreements having a term of three (3) or more years (each, a “Completed Festival Agreement”, and upon entering into five (5) Completed Festival Agreements, the “Trigger Event”), the Salary will be increased to an amount equal to (i) two hundred and fifty thousand dollars ($250,0000) minus the (ii) amount of Salary received by the Employee for such calendar year, prorated from the date of the Trigger Event through the remainder of the calendar year such that the Employee shall receive an aggregate Salary amount equal to two hundred and fifty thousand dollars ($250,0000) for the calendar year.

(ii) Performance Bonus. During the Term, the Employee shall be entitled, at the discretion of the Board of Directors, to receive an annual incentive bonus in an amount up to one hundred percent (100%) of the Salary received by the Employee for such calendar year.

(iii) Restricted Stock Grant. On the Effective Date, the Company shall grant the Employee five hundred thousand (500,000) shares of restricted common stock of the Parent (the “Shares”). The Granted Shares shall vest as follows: (i) one third (1/3) shall vest upon the Company successfully entering into a festival streaming rights agreement with the Governor’s Ball music festival (or other equivalent size festival) having a term of three (3) or more years; (ii) one third (1/3) shall vest upon the Company entering into four (4) additional Completed Festival Agreements (as defined in the Employment Agreement) following the occurrence of sub-clause (i) hereof; and (iii) one third (1/3) shall vest upon the earlier to occur of (a) the Company entering into fifteen (15) total Completed Festival Agreements and (b) two (2) years following the Effective Date, in each case, following the occurrence of sub-clause (ii) hereof; provided, however, that all unvested shares of restricted common stock shall vest immediately upon the sale of all or substantially all of the assets of the Company or upon the merger or reorganization of the Company following which the equity holders of the Company immediately prior to the consummation of such merger or reorganization collectively own less than fifty percent (50%) of the voting power of the resulting entity (a “Change of Control”).

Termination of Employment Agreement and Entry into Consulting Agreement

On October 15, 2015 (Effective Date), the Company entered into a Separation and Consulting Agreement and Mutual Release by and between John Petrocelli, Bulldog DM, LLC and LiveXLive, Corp., whereby none of the 500,000 shares of restricted common stock granted to John pursuant were earned and all of the 500,000 shares are automatically forfeited as of the Effective Date.

As part of the termination of employment agreement the Company entered into a consulting agreement with Bulldog DM LLC ("Consultant"), an entity controlled by John Petrocelli where the Consultant shall provide to LiveXLive multi-year digital rights aggregation consulting services for live streamed music festival for a monthly consulting fee in the amount of Twelve Thousand Five Hundred Dollars ($12,500), payable semi-monthly on the sixteenth (16th ) day of the month and the last day of the month..

Accounting Treatment of the Compensation Arrangements

(i) Salary: $67,500 was recorded as professional fees – consulting fees for the reporting period ended December 31, 2015.

(ii) Performance Bonus: No performance bonus was granted.

(iii) None of 500,000 restricted stock granted were earned and all of which were forfeited.