PROMISSORY NOTE


 


Dated: __ April 2014


 


Oliver Bengough of Flat 3, Hans Place,
Kensington, London, SW1X 0LA for value received (Promisor) promises to pay to Koko (Camden) Limited a private company registered
in England and Wales under company number 08763877 (Payee) the principal amount of GBP £127,501 (Principal
Amount) on the date falling eighteen months from the date stated at the beginning of this promissory note (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 Promisor 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.


 


In accordance with clause 3.1 of that certain
Shareholders Agreement dated February 12, 2014, among Payee, Promisor and certain other parties, any amount outstanding under this
promissory note shall be reduced by an amount equal to 50% of any payments made by OBAR Camden Holdings Limited or OBAR Camden
Limited to the Payee from time to time pursuant to the Senior Promissory Note issued by OBAR Camden Holdings Limited and OBAR Camden
Limited in favour of the Payee on or around the date hereof) (the Obar Expense Note). Any credits to this note under this clause
shall be made without duplication to any comparable credits made to that certain promissory of even date here with executed by
Promisor in favour of Payee related to certain transaction expenses (the “OB Expense Note”), and unless otherwise agreed
between Promisor and Payee, all amounts so credited shall first be credited against the OB Expense Note, and the balance to this
promissory note.


 


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


 


The Promisor hereby waives 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.


 


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 Promisor irrevocably agrees 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 OLIVER BENGOUGH



 


 


 


in the presence of:


 


 


 


Witness Name:


 


Witness Signature:


 


Address:


 


Occupation:


 


 


Executed as a deed by


 


KOKO (CAMDEN) LIMITED


 


acting by Robert Ellin, a director,


 


 


 


 


in the presence of:


 


 


Witness Name:


 


Witness Signature:


 


Address:


 


Occupation:


 


 



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