Exhibit 10.21


 


PROMISSORY NOTE


 


	$12,500	May 1, 2015



 


FOR VALUE RECEIVED, and
subject to the terms and conditions set forth herein, STATIONDIGITAL CORPORATION, INC., a Delaware corporation (the “Maker”),
hereby unconditionally promises to pay to the order of Mr. Ra Ung (the “Noteholder,”
and together with the Maker, the “Parties”), the principal amount of $12,500 (the “Loan”),
together with all accrued interest thereon, as provided in this Promissory Note (the “Note,”
as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms set forth
herein).


 


1.     Delivery.
Maturity Date. Optional Prepayments. On the date of the issuance of this Note, the Noteholder shall deliver to the Maker $12,500.
The aggregate unpaid principal balance of the Loan payable under this Note shall be due and payable in cash on May 8, 2015 (the
“Maturity Date”). The Maker may prepay the Loan in whole or in part at any time or from time to time without
penalty or premium by paying the principal amount to be prepaid together with interest thereon. No prepaid amount may be re-borrowed.


 


2.     Consultant.
In connection with this Note, the Maker agrees to engage the Noteholder as a consultant pursuant to a consultant agreement providing
that the Maker shall issue 50,000 shares of restricted common stock for services rendered thereunder.


 


3.     Miscellaneous.


 


3.1     Governing
Law. This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon,
arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of
New York, without giving effect to the conflicts of laws principles thereof. The Maker hereby irrevocably and unconditionally (i)
agrees that any legal action, suit or proceeding arising out of or relating to this Note may be brought in the courts of the State
of New York and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit or proceeding. Final judgment
against the Maker in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on
the judgment.


 


3.2     Amendments
and Waivers. No term of this Note may be waived, modified or amended except by an instrument in writing signed by both of the
parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.


 


3.3     No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of the Noteholder, of any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.


 


IN WITNESS WHEREOF, the Maker has executed
this Note as of May 1, 2015.


 


	 	STATIONDIGITAL CORPORATION
	 	 
	 	By:	/s/ Louis Rossi
	 	Name:	Louis Rossi
	 	Title:	Chief Executive Officer


 


IN WITNESS WHEREOF, the Noteholder has
executed this Note as of May 1, 2015.


 


	 	By:	/s/ Ra Ung
	 	Name:	Ra Ung