FORM INDEMNIFICATION
AGREEMENT


 


THIS AGREEMENT is entered
into, effective as of April 24, 2014, by and between Loton, Corp, a Nevada corporation (the “Company”), and __________
(“Indemnitee”).


 


WHEREAS, it is essential
to the Company to retain and attract as directors and officers the most capable persons available;


 


WHEREAS, Indemnitee
is a director and/or officer of the Company;


 


WHEREAS, both the Company
and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers
of corporations;


 


WHEREAS, the articles
of incorporation and bylaws of the Company permit the Company to indemnify and advance expenses to its directors and officers to
the fullest extent permitted under Nevada law, and the Indemnitee has been serving and continues to serve as a director and/or
officer of the Company in part in reliance on the Company’s articles of incorporation and bylaws; and


 


WHEREAS, in recognition
of Indemnitee’s need for (i) substantial protection against personal liability based on Indemnitee’s reliance on the
aforesaid articles of incorporation and bylaws, (ii) specific contractual assurance that the protection promised by the articles
of incorporation and bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation
of the articles of incorporation and bylaws or any change in the composition of the Company’s Board of Directors or acquisition
transaction relating to the Company), and (iii) an inducement to provide effective services to the Company as a director and/or
officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee
to the fullest extent (whether partial or complete) permitted under Nevada law and as set forth in this Agreement, and, to the
extent insurance is maintained, to provide for the continued coverage of Indemnitee under the Company’s directors’
and officers’ liability insurance policies.


 


NOW, THEREFORE, in
consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties agree as follows:


 


1.           Certain
Definitions:


 


(a)          Board:
the Board of Directors of the Company.


 


(b)          Affiliate:
any corporation or other person or entity that directly, or indirectly through one or more intermediaries, control or is controlled
by, or is under common control with, the person specified.


 




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(c)          Change
in Control: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the
Company in substantially the same proportions as their ownership of stock of the Company, and other than any person holding shares
of the Company on the date that the Company first registers under the Act or any transferee of such individual if such transferee
is a spouse or lineal descendant of the transferee or a trust for the benefit of the individual, his spouse or lineal descendants),
is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the total voting power represented by the Company’s then outstanding
Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute
the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of
the Board, or (iii) the shareholders approve a merger or consolidation of the Company with any other corporation, other than a
merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) a majority
of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or (iv) one or more shareholders agree to directly sell Voting Securities to a “person”
(as such term is used in Section 13(d) and 14(d) of the Exchange Act), who before such sale hold Voting Securities representing
less than a majority of the total voting power represented by all of the outstanding Voting Securities of the Company, and who
after such sale will hold Voting Securities representing a majority of the total voting power represented by all of the outstanding
Voting Securities of the Company, or (v) the shareholders of the Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially
all of the Company’s assets.


 


(d)          Expenses:
without limitation, any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and
penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal,
state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all
other costs and obligations, paid or incurred in connection with investigating, defending, being a witness in, participating in
(including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.


 


(e)          Indemnifiable
Event: any event or occurrence, including but not limited to events of negligence or contributory negligence, that takes place
either prior to or after the execution of this Agreement related to the fact that Indemnitee is or was a director or officer of
the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee,
agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other
enterprise, including, without limitation, any of the company’s Affiliates, or was a director, officer, employee, or agent
of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request
of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the
basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity
while serving as a director, officer, employee, or agent of the Company, as described above.


 




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(f)          Independent
Counsel: the person or body appointed in connection with Section 3.


 


(g)          Proceeding:
any threatened, pending, or completed action, suit, or proceeding (including an action by or in the right of Company), or any inquiry,
hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead
to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other.


 


(h)          Voting
Securities: any securities of the Company that vote generally in the election of directors.


 


2.           Agreement
to Indemnify.


 


(a)          General
Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any Proceeding by reason of (or arising in part out of) an Indemnifiable Event,
the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same
exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent
that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto).
The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute,
including, without limitation, any indemnification provided by the Company’s articles of incorporation, its bylaws, vote
of its shareholders or disinterested directors, or applicable law. The Company shall provide indemnification pursuant to this Section
2(a) as soon as practicable, but in no event later than thirty (30) days after it receives written demand from Indemnitee. By written
notice to Indemnitee, the thirty (30) day period may be extended for a reasonable time, not to exceed thirty (30) days if the Independent
Counsel making the determination requires additional time for obtaining or evaluating documents or information.


 


(b)          Initiation
of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer
of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding
is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other
than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change
in Control) and Independent Counsel has approved its initiation.


 




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(c)          Expense
Advances. If so requested by Indemnitee, the Company shall advance (within ten (10) business days of such request) any and
all Expenses to Indemnitee (an “Expense Advance”); provided that (i) such an Expense Advance shall be made only upon
delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined
that Indemnitee is not entitled to be indemnified by the Company, and (ii) if and to the extent that the Independent Counsel (appointed
in accordance with Section 3) determines in a written opinion to the Company and Indemnitee that Indemnitee would not be permitted
to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse
the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any
determination made by the Independent Counsel that Indemnitee would not be permitted to be indemnified under applicable law shall
not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination
is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s
obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.


 


(d)          Mandatory
Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on
the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any
issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.


 


(e)          Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled.


 


(f)          Prohibited
Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in
which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions
of any federal, state, or local laws.


 


3.           Independent
Counsel. With respect to all matters to be approved or determined by the Independent Counsel under Agreement, the Company shall
seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection
with indemnification matters) within the last five (5) years. The Independent Counsel shall not include any person who, under applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written
opinion to Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable
law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and
all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement
or the engagement of Independent Counsel pursuant hereto.


 




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4.           Indemnification
Process and Appeal.


 


(a)          Indemnification
Payment. Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof from the Company in
accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification,
unless the Independent Counsel has given a written opinion to the Company that Indemnitee is not entitled to indemnification under
applicable law.


 


(b)          Suit
to Enforce Rights. Regardless of any action by the Independent Counsel, if Indemnitee has not received full indemnification
within thirty days after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification
rights under this Agreement by commencing litigation in any court in the State of Nevada having subject matter jurisdiction thereof
seeking an initial determination by the court or challenging any determination by the Independent Counsel or any aspect thereof.
Company hereby consents to service of process and to appear in any such proceeding. The remedy provided for in this Section 4 shall
be in addition to any other remedies available to Indemnitee at law or in equity.


 


(c)          Defense
to Indemnification, Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the
Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding
in advance of its final disposition where the required undertaking has been tendered to the Company) that it is not permissible
under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any
determination by Independent Counsel or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden
of proving such a defense or determination shall be on the Company. Neither the failure of the Independent Counsel or the Company
(including its Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of
such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the
standard of conduct set forth in applicable law, nor an actual determination by the Independent Counsel or Company (including its
Board, independent legal counsel, or its shareholders) that the Indemnitee had not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes
of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, or settlement (whether with or
without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification
is not permitted by applicable law.


 


5.           Indemnification
for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses that are incurred
by Indemnitee in connection with any action brought by Indemnitee for


 


(i)          indemnification
or advance payment of Expenses by the Company under this Agreement or any other agreement or under applicable law or the Company’s
articles of incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or


 




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(ii)         recovery
under any directors’ and officers’ liability insurance policies maintained by the Company, but only in the event that
Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition,
Company shall, if so requested by Indemnitee, advance the foregoing Expenses to Indemnitee, subject to and in accordance with Section
2(c).


 


6.           Notification
and Defense of Proceeding.


 


(a)          Notice.
Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof
is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to
notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section
6(c).


 


(b)          Defense.
With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, Company will be entitled
to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes,
it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee
of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or
otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable
costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding,
but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s
expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably
determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii)
after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors
immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel,
or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all
Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding
brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii)
and (iv) above.


 


(c)          Settlement
of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in
settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld;
provided, however, that if a Change in Control has occurred (other than a Change in Control approved by a majority of the directors
on the Board who were directors immediately prior to such Change in Control), the Company shall be liable for indemnification of
Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle
any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent.
The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was
not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s
liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.


 




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7.           Establishment
of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the
Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create
a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount
sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection
with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount
or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel.
The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written
consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all
Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the
Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to
be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the
Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and
(v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court
of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement.
The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under
this Agreement. All income on the assets held in the Trust shall be reported as income by the Company for federal, state, local,
and foreign tax purposes. The Company s pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee
against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating
to this Agreement or the establishment and maintenance of the Trust.


 


8.           Non-Exclusivity.
The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under Company’s articles
of incorporation, bylaws, applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification
agreement between the Company and the Indemnitee. To the extent that a change in applicable law (whether by statute or judicial
decision) permits greater indemnification than would be afforded currently under the Company’s articles of incorporation,
bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater
benefits so afforded by such change.


 


9.           Liability
Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors’ and
officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms,
to the maximum extent of the coverage available for any Company director or officer.


 




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10.         Period
of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or
any Affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives
after the expiration of two (2) years from the date of accrual of such cause of action, or such longer period as may be required
by state law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed
released unless asserted by the timely filing and notice of a legal action within such period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.


 


11.         Amendment
of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing
signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided
herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.


 


12.         No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim
made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, bylaw, or otherwise)
of the amounts otherwise indemnifiable hereunder.


 


13.         Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially
all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially
all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue
as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event
even though he may have ceased to serve in such capacity at the time of any Proceeding.


 


14.          Severability.
If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void,
or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore,
to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable)
shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable.


 




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15.         Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable
to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws.


 


16.         Notices.
All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to
have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt
requested, and addressed to the Company at:


 


	 	Loton, Corp	 
	 	Attention: Chief Executive Officer	 
	 	4751 Wilshire Blvd. 	 
	 	3rd Floor	 
	 	Los Angeles, California 90010	 
	 	 	 
	 	and to Indemnitee at:	 
	 	 	 
	 	 	 
	 	 	 


 


Notice of change of address
shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to
have been received on the date of hand delivery or on the third business day after mailing.


 


17.         Counterparts;
Facsimile. This Agreement may be executed in one or more counterparts and delivered by facsimile or similar electronic means,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 




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IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Agreement as of the day specified above.


 


	 	LOTON, CORP
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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