PROMISSORY NOTE


 


Dated: 28 April 2014


 


OBAR Camden Holdings Limited, a private
company registered in England and Wales under company number 08763877 and OBAR Camden Limited, a private company registered in
England and Wales under company number 04962866, jointly and severally, for value received (collectively, “Promisors”)
promise to pay to Loton Corp, a Nevada corporation (“Payee”) the principal amount of US$494,749 (“Principal
Amount”) representing certain transaction expenses by Payee incurred in connection with various transactions involving
Promisors for which Payee is entitled to reimbursement as provided by that certain Shareholders’ Agreement dated 12 February
2014, between, amongst others, the Promisors and the Payee (Transaction Expenses). The due date of this promissory note
shall be eighteen months from the date hereof (“Due Date”).


 


Interest shall accrue on this promissory
note at the rate of 8% per annum (“Interest”). The Interest shall accrue on a daily basis and shall be payable
on the first 12 month anniversary of the date of this promissory note with any remaining balance payable on the Due Date.


 


The Promisors shall have a cure period
of 60 business days in respect of any payment of Interest and/or Principal Amount due under this promissory note.


 


So long as this promissory note is outstanding.
Promisors shall not make any shareholder distributions, nor shall Promisors pay compensation to Rob Ellin or Oily Bengough, and
the net proceeds from any debt and equity financings obtained by either of the Promisors shall be applied as prepayments under
this promissory note (except to the extent, in the case of any debt financing, where the credit facility shall limit the portion
of borrowings that may be used to pay this promissory note).


 


Payment of this note is subordinate to
payment in full of that certain Senior Promissory Note of even date herewith executed by Promisors in favour of JJAT Corp, and
subject to any restrictive in favour of any senior lenders to either of Promisors.


 


All payments shall be made in US dollars
in immediately cleared funds in full and without any deduction or withholding.


 


The Promisors hereby waive presentment,
demand for payment, notice of dishonour, protest and any and all other notices or demands in connection with the delivery, acceptance,
performance, default or enforcement of this promissory note.


 


This promissory note is personal to the
parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner
with any of its rights and obligations under this promissory note.


 






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This promissory note (and any non-contractual
obligations arising out of or in connection with it) shall be governed by, and construed in accordance with, the law of England
and Wales. The Promisors irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction over any dispute
or claim arising out of or in connection with this promissory note.


 


This promissory note has been entered into
as a deed on the date stated at the beginning of it.


 


 


 


 


 




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Executed as a deed by

OBAR Camden Holdings Limited

acting by Oily Bengough, a director,


 


in the presence of:


 


Witness Name:

Witness Signature:

Address:

Occupation:


 


Executed as a deed by

OBAR Camden Limited

acting by Oily Bengough, a director,


 


in the presence of:


 


Witness Name:

Witness Signature:

Address:

Occupation:


 


Executed as a deed by

LOTON Corp

acting by Robert Ellin, a director,


 


in the presence of:


 


Witness Name:

Witness Signature:

Address:

Occupation:


 


 


 








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