STOCK PURCHASE
AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (this “Agreement”) is dated as of ______February 26___, 2014 by and between Loton, Corp.,
a Nevada corporation (the “Company”), and _______________________________ (the “Investor”).


 


WHEREAS, the Company
desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, ___Two Hundred Thousand______
(_200,000__) shares of Common Stock of the Company (the “Shares”), subject to the terms and conditions
set forth in this Agreement and pursuant to Section 4(2) of the Securities Act, and Rule 506 promulgated thereunder.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:


 


ARTICLE
I


 



DEFINITIONS


 


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section
1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144 promulgated under the Securities Act.


 


“Business Day”
means any day other than Saturday, Sunday and any day that is a legal holiday or a day on which the New York Stock Exchange or
commercial banks located in Los Angeles, California are permitted or required by law to close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing Date”
means a Business Day when all conditions precedent to the Investor’s obligation to pay the Subscription Amount for the Shares
have been satisfied or waived.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Governing Documents”
means the Company’s Articles of Incorporation and bylaws, in each case as amended from time to time.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 






    	 



    	 



    

 


“Securities
Act” means the Securities Act of 1933, as amended.


 


ARTICLE
II


 



PURCHASE AND SALE


 


2.1           Closing.
Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase,
the Shares at a purchase price of One Dollar ($1) per Share. The aggregate purchase price for the Shares shall be _Two_____
Hundred Thousand Dollars ($__200,000) (the “Subscription Amount”).


 


2.2           Conditions
to the Closing. The Closing shall be subject to the following conditions and deliveries:


 


(a)           At the Closing,
the Company shall deliver or cause to be delivered to the Investor:


 


(i)           this Agreement,
duly executed by the Company; and


 


(ii)           a certificate
evidencing the Shares issued in the name of the Investor.


 


(b)           At the Closing,
the Investor shall deliver or cause to be delivered to the Company:


 


(i)           the Subscription
Amount; and


 


(ii)           this Agreement,
duly executed by the Investor.


 


(c)           The obligations
of the Investor to consummate the transactions to be effected at the Closing and to pay the Subscription Amount are subject to
the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below:


 


(i)           the Company
shall have authorized the issuance of the Shares;


 


(ii)           all of the
representations and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing
Date, and all covenants made by the Company and obligations of the Company shall have been performed and complied with in all material
respects as of the Closing Date; and


 


(iii)           there shall
not be any existing or, to the Company’s knowledge, threatened action, proceeding or order, nor any other material adverse
change or event, involving the Company or the Investor and which, in the reasonable opinion of the Investor, may have the effect
of preventing, limiting or delaying the transactions contemplated under this Agreement.


 


(d)           The obligations
of the Company to consummate the transactions to be effected at the Closing and to issue the Shares are subject to the fulfillment
or waiver, at or before the Closing, of each of the conditions set forth below:


 






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(i)           all of the representations
and warranties made by the Investor in this Agreement, shall be accurate in all material respects as of the Closing Date, and all
covenants made by the Investor and obligations of the Investor shall have been performed and complied with in all material respects
as of the Closing Date; and


 


(ii)           there shall
not be any existing or threatened action, proceeding or order, nor any other material adverse change or event, involving the Company
or the Investor and which, in the reasonable opinion of the Company, may have the effect of preventing, limiting or delaying the
transactions contemplated under this Agreement.


 


ARTICLE
III


 



REPRESENTATIONS AND WARRANTIES


 


3.1           Representations
and Warranties of the Company. The Company hereby makes the representations and warranties set forth below to the Investor.


 


(a)           Organization
and Qualification. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Nevada,
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
The Company is not in violation of any of the provisions of its Governing Documents. The Company is duly qualified to do business
and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may
be, could not, individually or in the aggregate: (i) adversely affect the legality, validity or enforceability of this Agreement,
(ii) have or result in or be reasonably likely to have or result in a material adverse effect on the results of operations, assets,
prospects, business or condition (financial or otherwise) of the Company taken as a whole, or (iii) adversely impair the Company’s
ability to perform fully on a timely basis its obligations under any of this Agreement.


 


(b)           Authorization;
Enforcement. The Company has the requisite power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part
of the Company and no further consent or action is required by the Company or its shareholders. This Agreement has been duly executed
by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally and general principles of equity.


 


(c)           Capitalization
of the Company. As of the date of this Agreement, the entire authorized capital stock of the Company consists of 75,000,000
shares of Common Stock, par value $0.001 per share, of which 6,755,000 shares are issued and outstanding, and no shares of preferred
stock. As of the date of this Agreement and on the date of the Closing, there are outstanding options and warrants to purchase
1,375,000 shares of the Company common stock. There is no other obligation of the Company to issue any additional capital stock
or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from the Company
any capital stock or other securities of the Company. Except as set forth in this Agreement and except as required by applicable
law, there are no agreements purporting to restrict the transfer of the Common Stock, no voting agreements, stockholders’
agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common Stock.


 






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(d)           Issuance of
Shares. The issuance of the Shares is duly authorized and is free from all taxes, pre-emptive rights, liens and charges with
respect to the issue thereof. Upon issuance, the Shares will be validly issued, fully paid and nonassessable and free from all
preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all
rights, privileges and preferences as set forth in the Governing Documents in force as of the Closing Date. Assuming the accuracy
of each of the representations and warranties set forth in Section 3.2 of this Agreement, the offer and issuance by
the Company of the Shares is exempt from registration under the Securities Act.


 


(e)           No General
Solicitation. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, including, without
limitation, any Person related to the Investor, has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or sale of the Shares.


 


(f)           No Conflicts.
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions
contemplated thereby do not and will not: (i) conflict with or violate any provision of the Company’s Governing Documents,
or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding
to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result, in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to
which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of
the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the
aggregate, have or result in a material adverse effect on the Company.


 


(g)           Certain Fees.
No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.
The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons
for fees of a type contemplated by this Section 3.1(g) that may be due in connection with the transactions contemplated
by this Agreement.


 


3.2           Representations
and Warranties of the Investor. The Investor hereby makes the representations and warranties set forth below to the Company.


 






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(a)           No Registration.
The Investor understands that the Shares have not been, and will not be, registered under the Securities Act by reason of a specific
exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise
made pursuant hereto.


 


(b)           Investment
Intent. The Investor is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the
view to, or for resale in connection with, any distribution thereof, and the Investor has no present intention of selling, granting
any participation in, or otherwise distributing the same. The Investor further represents that it does not have any contract, undertaking,
agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any
third person or entity with respect to any of the Shares.


 


(c)           Investment
Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company and acknowledges that the Investor can protect its own interests. The Investor has such knowledge
and experience in financial and business matters so that the Investor is capable of evaluating the merits and risks of its investment
in the Company.


 


(d)           Speculative
Nature of Investment. The Investor understands and acknowledges that the Company has a limited financial and operating history
and that an investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic
risk of the Investor’s investment and is able, without impairing the Investor’s financial condition, to hold the Shares
for an indefinite period of time and to suffer a complete loss of the Investor’s investment.


 


(e)           Access to Data.
The Investor has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning this
Agreement, and schedule attached hereto and the transactions contemplated by this Agreement, as well as the Company’s business,
management and financial affairs, which questions were answered to its satisfaction. The Investor believes that it has received
all the information the Investor considers necessary or appropriate for deciding whether to purchase the Shares. The Investor understands
that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s
business and prospects, but were not necessarily a thorough or exhaustive description. The Investor acknowledges that any business
plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business
plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying
the projections will not materialize or will vary significantly from actual results. The Investor has reviewed the “Description
of Business” set forth on Schedule 1 to this Agreement. The Investor also acknowledges that it is not relying
on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions
contemplated by the Agreements.


 


(f)           Accredited
Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated
by the Securities and Exchange Commission (“SEC”) under the Securities Act and shall submit to the Company such
further assurances of such status as may be reasonably requested by the Company.


 






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(g)           Residency.
The residency of the Investor is correctly set forth on the signature page to this Agreement.


 


(h)           Rule 144.
The Investor acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or
an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities
Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. The
Investor acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act
or an exemption from registration will be required for any disposition of the Shares or the underlying Common Stock. The Investor
understands that, although Rule 144 is not exclusive, the SEC has expressed its opinion that persons proposing to sell restricted
securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden
of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the
brokers who participate in the transactions do so at their own risk.


 


(i)           No Public Market.
The Investor understands and acknowledges that no public market now exists for any of the securities issued by the Company and
that the Company has made no assurances that a public market will ever exist for the Company’s securities.


 


(j)           Authorization.


 


(i)           The Investor
has all requisite power and authority to execute and deliver this Agreement, to purchase the Shares hereunder and to carry out
and perform its obligations under the terms of this Agreement. All action on the part of the Investor necessary for the authorization,
execution, delivery and performance of this Agreement, and the performance of all of the Investor’s obligations under this
Agreement, has been taken or will be taken prior to the Closing.


 


(ii)           This Agreement,
when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable
in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.


 


(iii)           No consent,
approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person
is required to be obtained by the Investor in connection with the execution and delivery of this Agreement by the Investor or the
performance of the Investor’s obligations hereunder.


 


(k)           Brokers or
Finders. The Investor has not engaged any brokers, finders or agents, and the Company has not, nor will, incur, directly or
indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’
commissions or any similar charges in connection with this Agreement.


 






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(l)           Tax Advisors.
The Investor has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by this Agreement. With respect to such matters, the Investor relies solely on such advisors
and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that
it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions
contemplated by this Agreement.


 


(m)           Legends.
The Investor understands and agrees that the certificate evidencing the Shares, or any other securities issued in respect of the
Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following
legend (in addition to any legend required by applicable state securities laws):


 


“THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE
SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


ARTICLE
IV


 



MISCELLANEOUS


 


4.1           Entire Agreement.
This Agreement, together with the schedule, contains the entire understanding of the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such document.


 


4.2           Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile or email (if designated) prior to 5:00 p.m. (Los Angeles, CA time) on a Business Day with electronic confirmation
of delivery, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile
or email (if designated) on a day that is not a Business Day or later than 5:00 p.m. (Los Angeles, California local time) on any
Business Day, (c) one Business Day following the date of overnight delivery, if sent by U.S. nationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is required to be given (or actual delivery to such person’s
address of record). The addresses for such notices and communications are those set forth on the signature pages hereof, or such
other address as may be designated in writing hereafter, in the same manner, by such Person.


 






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4.3           Amendments;
Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment,
by the Company and the Investor, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.


 


4.4           Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


4.5           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns.


 


4.6           No Third-Party
Beneficiaries. This Agreement is intended solely for the benefit of the parties hereto and their respective successors and
permitted assigns.


 


4.7           Governing
Law; Venue; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without
regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, stockholders, employees or agents) shall be commenced exclusively in the state and Federal courts
sitting in Los Angeles, California. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in Los Angeles, California for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. The parties hereby waive all rights to a trial by jury. If any party shall commence an action or proceeding to enforce
any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.


 


4.8           Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares for the applicable
statute of limitations. The covenants shall survive the Closing and the delivery of the Shares until they are performed or satisfied
in full.


 






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4.9           Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic
transmission (such as email or PDF), such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) such document with the same force and effect as if such facsimile signature page were an original
thereof.


 


4.10           Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 


4.11           Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor
and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not
be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby
agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.


 


4.12           Fees and
Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.


 


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IN WITNESS WHEREOF,
the undersigned has caused this Agreement to be duly executed by its authorized signatory as of the date first set forth above.


 


 





	 	LOTON, CORP.
	 	 	 
	 	 	 
	 	By:	 	 	 
	 	Name: Robert S. Ellin
	 	Title: Chief Executive Officer
	 	 
	 	Address:	4751 Wilshire Boulevard, 3rd Floor
	 		Los Angeles, California 90010
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Printed Name	 
	 	 	 
	 	By:	 	 	 
	 	Name:  
	 	Title: Investor
	 	 
	 	Address:	 	 
	 		 	 
	 	 	 	 



 


 


 


[Signature Page to Stock Purchase Agreement]