Exhibit 10.1

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

This Bill of Sale, Assignment and Assumption Agreement (this “ Agreement ”) is made as of May 5, 2017 by and between Wantickets RDM, LLC, a Delaware limited liability company (“ Seller ”), and LiveXLive Tickets, Inc., a Delaware corporation (“ Buyer ”). Buyer, Seller and the other parties thereto are parties to a certain Asset Purchase Agreement dated as of even date herewith (the “ Purchase Agreement ”). Capitalized terms used without definitions herein shall have the meanings ascribed to such terms in the Purchase Agreement.

1.           Sale and Assignment of Purchased Assets . Pursuant to the Purchase Agreement, concurrently herewith, Buyer is purchasing the Purchased Assets from Seller. In accordance with and subject to the terms and conditions set forth in the Purchase Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby irrevocably sell, assign, bargain, transfer, convey and deliver unto Buyer all of its right, title, and interest in and to the Purchased Assets.

2.           Assumption of Assumed Liabilities . Pursuant to the Purchase Agreement, concurrently herewith, Buyer is assuming the Assumed Liabilities. In accordance with and subject to the terms and conditions set forth in the Purchase Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer does hereby assume and agree to pay and otherwise perform when due all Assumed Liabilities.

3.           Cooperation . Buyer and Seller agree to cooperate with each other to execute and deliver such other documents and instruments and to do such further acts and things as may be reasonably requested by the other to evidence, document or carry out the sale, assignment, bargain, transfer, conveyance and delivery of the Purchased Assets and the assumption of the Assumed Liabilities and to consummate the assignments and assumptions contemplated by this Agreement.

4.           Effect of Agreement . Nothing in this Agreement shall, or shall be deemed to, modify or otherwise affect any provisions of the Purchase Agreement or affect the rights of the parties under the Purchase Agreement. In the event of any conflict between the provisions hereof and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall govern and control.

5.           Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and each party’s respective successors and assigns.

6.           Governing Law . The parties acknowledge and agree that: (i) this Agreement shall be construed and interpreted pursuant to the laws of the State of New York in the United States of America without consideration to any conflict or choice of law provisions or principles; (ii) any claim, demand, action, lawsuit or other proceeding arising from, or related to, this Agreement and/or its subject matter shall be brought and determined solely in a state or federal court sitting in the County of New York in the State of New York; and (iii) each party expressly consists to the jurisdiction of the foregoing court.

7.           Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Agreement.

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IN WITNESS WHEREOF, Seller and Buyer have caused this Bill of Sale, Assignment and Assumption Agreement to be executed on the date first written above.

Exhibit 10.2

TRADEMARK AND DOMAIN NAME ASSIGNMENT

This TRADEMARK AND DOMAIN NAME ASSIGNMENT (this “ Assignment ”), effective as of May 5, 2017 (“ Effective Date ”), is entered into by and between Wantickets RDM, LLC, a Delaware limited liability company (“ Assignor ”), and LiveXLive Tickets, Inc., a Delaware corporation (“ Assignee ”). As used in this Assignment, Assignor and Assignee shall collectively be referred to as “the parties.”

WHEREAS , Assignor, Assignee and the parties thereto entered into an Asset Purchase Agreement concurrently herewith (“ Purchase Agreement ”), pursuant to which Assignor irrevocably sold, conveyed, assigned, transferred and delivered to Assignee all of Assignor’s rights, title and interests in and to the “Purchased Assets” as that term is defined in the Purchase Agreement (unless specified otherwise herein, all defined terms used in this Assignment shall have the same definition and meaning as set forth in the Purchase Agreement); and

WHEREAS , the parties desire to confirm Assignor’s assignment to Assignee of the Intellectual Property included in the Purchased Assets (as defined in the Section 3.13 of the Purchase Agreement) to facilitate Assignee’s ability to record and fully exploit its rights, title and interests therein.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree and acknowledge as follows:

1.          Assignor confirms that, under the Purchase Agreement and as of the Effective Date, it irrevocably sold, conveyed, assigned, transferred and delivered to Assignee all of Assignor’s worldwide rights, title, and interests in and to the Intellectual Property, and that the Intellectual Property included, but was not limited to:

a.           the “ Trademarks ” which collectively refers to all foreign and United States (federal and state) trade names, trademarks, service marks, and trade dress, including any registrations and applications to register or renew the registrations of any of the foregoing, common law rights, trademark and service mark registrations and trademark and service mark applications owned or used by Assignor as of the Effective Date in connection with the Business, as shown in Exhibit A attached hereto, and all goodwill associated with any of the foregoing;

b.           the “ Domain Names ” which collectively refers to any alphanumeric designation registered with or assigned by a domain name registrar, registry or domain name registration authority as part of an electronic address on the Internet, owned, leased, licensed or used by Assignor as of the Effective Date in connection with the Business, as shown in Exhibit B attached hereto. A Domain Name may or may not also be a Trademark; and

c.           the right to sue for past, present and future acts of trademark and other infringement of the Intellectual Property, and to collect the same for Assignee’s own account and use.

2.          Assignor agrees that, without further consideration, it will perform such other lawful acts, and execute such other lawful documents, as Assignee and its successors and assigns may, from time to time, reasonably request to effect fully the intent of this Assignment, provided that all reasonable costs associated with such action shall be borne by Assignee. If Assignor fails timely to, refuses to, or, despite Assignee’s reasonable efforts, cannot be located to, execute such documents, Assignor hereby irrevocably designates and appoints Assignee and its duly authorized officers and agents as Assignor’s agents and attorneys-in-fact to act for and on Assignor’s behalf solely to take such actions and execute such documents with the same legal force and effect as if executed by Assignor, solely to vest or perfect the aforesaid rights more effectively in Assignee.

3.          After the Effective Date, Assignor agrees to make no further use of the Trademarks or any mark confusingly similar thereto or the Domain Names or any domain name confusingly similar thereto, anywhere in the world, except as may be authorized by Assignee in writing; provided, however, that Assignor may continue to use its corporate name to the extent necessary to conduct its affairs relating to Excluded Assets and Excluded Liabilities after the Effective Date. Assignor further agrees not to challenge Assignee’s use or ownership, or the validity, of the Trademarks, Domain Names and other Intellectual Property.

4.          This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignee and each party’s respective successors and assigns.

5.          This Assignment, including Exhibits A and B hereto, the Purchase Agreement and the other agreements contemplated therein constitute the entire agreement of the parties hereto with regard to the subject matter hereof. No modifications of or additions to this Assignment shall have effect unless in writing and properly executed by both parties, making specific reference to this Assignment by date, parties and subject matter.

6.          The parties acknowledge and agree that: (i) this Assignment shall be construed and interpreted pursuant to the laws of the State of New York in the United States of America without consideration to any conflict or choice of law provisions or principles; (ii) any claim, demand, action, lawsuit or other proceeding arising from, or related to, this Assignment and/or its subject matter shall be brought and determined solely in a state or federal court sitting in the County of New York in the State of New York; and (iii) each party expressly consists to the jurisdiction of the foregoing court.

7.          This Assignment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment by facsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Assignment. Any party delivering an executed counterpart of this Assignment by facsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Assignment.

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IN WITNESS WHEREOF , the parties have duly executed and delivered this Assignment, effective as of the Effective Date.

Exhibit 10.3

Agreement

This Agreement (this “ Agreement ”) is made and entered into effective as of May 5, 2017 (the “ Effective Date ”) by and among Joseph Schnaier, an individual (“ Schnaier ”), LiveXLive Tickets, Inc., a Delaware corporation (“ Buyer ”) and Loton, Corp, a Nevada corporation and the parent company of Buyer (“ Loton ”). Schnaier, Buyer and Loton are each referred to herein as a “ Party ” and together as the “ Parties ”

WHEREAS, pursuant to the terms of that certain Asset Purchase Agreement, dated as of even date herewith, by and among Schnaier, Buyer, Loton and certain other parties as set forth therein (the “ Purchase Agreement ”), Schnaier has agreed to pay for certain net losses of the Business (capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement); and

WHEREAS, as a further inducement to Schnaier to enter into the Purchase Agreement, Buyer and Loton have agreed to repay to Schnaier certain amounts that he pays pursuant to the terms of Section 7.4 of the Purchase Agreement, all as further set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties hereby agree as follows:

1.           Repayment of Funds .

(a)          Pursuant to the terms of Section 7.4 of the Purchase Agreement, Schnaier has agreed to pay for all of Buyer’s net losses of the Business for each calendar month (or pro rata portion thereof), until the earlier of (a) such time as Loton’s Registration Statement on Form S-1 for its underwritten public offering of Loton Common Stock (the “ Public Offering ”) becomes effective and the Public Offering closes or (b) the twelve (12) month anniversary of this Agreement (such earlier date as between clause (a) and (b), the “ Funding End Date ”). The Parties hereby agree to cooperate to keep a true and correct record of the total amount that Schnaier has paid pursuant to the foregoing terms.

(b)          Buyer and Loton hereby agree that all payments made by Schnaier pursuant to Section 7.4 of the Purchase Agreement shall be deemed to be a loan by Schnaier to Buyer (the “ Loaned Funds ”). Buyer and Loton further agree to repay to Schnaier the total amount of the Loaned Funds, by bank check or wire transfer of immediately available funds to such account as Schnaier may instruct, within five (5) business days after the Funding End Date; provided that Buyer or Loton may prepay or repay in full the Loaned Funds at any time prior to the Funding End Date without any penalty. The Loaned Funds shall not bear interest; provided , however , that if the Loaned Funds are not repaid within five (5) business days after the Funding End Date, the Loaned Funds will bear interest at the rate of 6% per annum from such date until the Loaned Funds are repaid in full.

2.           Further Assurances . Each Party hereby agrees to perform any further acts and to execute and deliver any further documents that may be necessary or required to carry out the intent and provisions of this Agreement and the transactions contemplated hereby.

3.           Waiver; Amendment . This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof or thereof may be waived, only by a written instrument signed by each of the Parties hereto or, in the case of a waiver, by the Party waiving compliance. The failure of a Party to insist, in any one or more instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition. No waiver on the part of any Party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.

4.           Agreement Binding . This Agreement shall be binding upon and inure to the benefit of Buyer and Loton, and their respective successors, legal representatives and assigns; and to the benefit of Schnaier and his heirs, executors, administrators and legal representatives.

5.           Governing Law . This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

6.           Entire Agreement . The Parties acknowledge and agree that this Agreement is being executed and delivered concurrently and in connection with the execution of the Purchase Agreement. This Agreement, together with the Purchase Agreement and the other documents executed in connection therewith, contains all the understandings and agreements among the Parties concerning matters set forth in this Agreement. The terms of this Agreement supersede any and all prior statements, representations and agreements by or among Buyer, Loton and Schnaier concerning the matters set forth in this Agreement.

7.           Counterparts . This Agreement may be executed in one (1) or more counterparts, which when so executed shall constitute one (1) and the same agreement. Facsimile or .pdf signatures attached to this Agreement shall be as valid and binding as original signatures. The headings herein are for reference only and shall not affect the interpretation of this Agreement.

8.           Notices . The Parties agree that the notice provisions set forth in Section 9.7 of the Purchase Agreement shall apply to this Agreement with equal force and effect.

9.           Attorneys’ Fees . If any legal action or other proceeding is brought with regard to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

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IN WITNESS WHEREOF , the Parties have caused this Agreement to be duly executed as of the day and year first above written.

Exhibit 10.4

LOCK-UP AND NO SHORTING AGREEMENT

This Lock-Up and No Shorting Agreement (this “ Agreement ”) is made as of May 5, 2017 by and between Danco Enterprises, LLC, a limited liability company (the “ Restricted Holder ”), and Loton, Corp, a Nevada corporation (the “ Company ”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the APA (as defined herein).

WHEREAS, pursuant to the transactions contemplated under that certain Asset Purchase Agreement, dated as of May 5, 2017 (the “ APA ”), by and among the Company, LiveXLive Tickets, Inc. (the “ Buyer ”), a Delaware corporation and a wholly owned subsidiary of the Company, Wantickets RDM, LLC, a Delaware limited liability company (the “ Seller ”), Danco Enterprises, LLC, a New York limited liability company and the managing member of Gamwant LLC, a Delaware limited liability company and the ultimate parent company of the Seller, Joseph Schnaier, an individual, and Gamtix LLC, a New York limited liability company, the Company will acquire the Purchased Assets for 2,000,000 shares (the “ Shares ”) of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), and certain other consideration, on the terms and conditions set forth in the APA (the “ Acquisition ”); and

WHEREAS, the APA provides that, among other things, all of the Shares to be issued to the Restricted Holder pursuant to the APA (collectively, the “ Restricted Securities ”) shall be subject to certain restrictions on Disposition (as defined below) during the period of twenty-four (24) months immediately following the Closing Date (the “ Restricted Period ”), subject to certain conditions all as more fully set forth herein.

NOW, THEREFORE, as an inducement to and in consideration of the Company’s and Buyer’s agreement to enter into the APA and proceed with the Acquisition, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

(a)       During the Restricted Period, the Restricted Holder will not, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale, lend or otherwise dispose of or transfer any Restricted Securities or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “ Disposition ”);  provided ,  however , that if the Company engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted Period, the managing underwriter may waive the balance of the Restricted Period if requested by the Company in its sole and absolute discretion. The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any of the Restricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder. The Restricted Holder may sell some or all of the Restricted Securities so long as the purchaser complies with the provisions of Section 1(c) of this Agreement.

(b)       In addition, during the Restricted Period, the Restricted Holder will not, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to any shares of Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to shares of Common Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from shares of Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Common Stock.

(c)       Notwithstanding anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (w) where the transferee agrees in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement and such transferee is approved by the Company in its reasonable discretion, (x) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (y) upon the written approval of the Company and the lead underwriter in any underwritten public offering of Company’s securities for gross proceeds to the Company of at least $50 million, or (z) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by such Restricted Holder or one or more trusts where such Restricted Holder is the grantor of such trust(s)), and with respect to each clause (w) through (z) above (inclusive), as long as such transferee executes a copy of this Agreement.

(d)      Notwithstanding anything contained herein to the contrary, the restrictions contained in this Agreement shall not apply to any shares of Common Stock acquired by Restricted Holder in the open market after the closing of the Acquisition.

(a)       In addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each stock certificate representing Restricted Securities shall be stamped or otherwise imprinted with the following legend:

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT, DATED AS OF MAY 5, 2017, BETWEEN THE HOLDER HEREOF AND THE ISSUER AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.”

(b)      The Restricted Holder hereby agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Restricted Securities or securities convertible into or exchangeable for Restricted Securities held by the Restricted Holder except in compliance with this Agreement.

(a)        Periodic Reports . The Company shall be permitted at any time to request from the Restricted Holder such person’s brokerage statement summary with respect to the Restricted Securities covering any period during the Restricted Period, and the Restricted Holder shall in good faith provide such statement to the Company within three (3) business days of the date of such request.

(b)       Specific Performance . The Restricted Holder agrees that in the event of any breach or threatened breach by the Restricted Holder of any covenant, obligation or other provision contained in this Agreement, then the Company shall be entitled (in addition to any other remedy that may be available to the Company) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach. The Restricted Holder further agrees that neither the Company nor any other person or entity shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 3, and the Restricted Holder irrevocably waives any right that he, she, or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

(c)       Other Agreements . Nothing in this Agreement shall limit any of the rights or remedies of the Company or the Restricted Holder under the APA, or any of the rights or remedies or any of the obligations of the Company or the Restricted Holder under any other agreement between the Restricted Holder and the Company or any certificate or instrument executed by either party in favor of the other; and nothing in the APA or in any other agreement, certificate or instrument shall limit any of the rights or remedies or any of the obligations of the Company or the Restricted Holder under this Agreement.

(d)       Notices . All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below:

Any party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

(e)       Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

(f)         Applicable Law; Jurisdiction . THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the parties arising out of this Agreement, (i) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction over New York County, New York; (ii) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court having jurisdiction over New York County, New York; (iii) each of the parties irrevocably waives the right to trial by jury; and (iv) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with this Agreement.

(g)       Waiver; Termination . No failure on the part of the Company to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Company in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Company; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. If the APA is terminated, this Agreement shall thereupon terminate.

(h)        Captions . The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

(i)        Further Assurances . The Restricted Holder hereby represents and warrants that the Restricted Holder has full power and authority to enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the Restricted Holder, enforceable in accordance with its terms. The Restricted Holder shall execute and/or cause to be delivered to the Company such instruments and other documents and shall take such other actions as the Company may reasonably request to effectuate the intent and purposes of this Agreement.

(j)        Entire Agreement . This Agreement and the APA (and the other documents entered into in connection with the Contemplated Transactions) collectively set forth the entire understanding of the Company and the Restricted Holder relating to the subject matter hereof and supersedes all other prior agreements and understandings between the Company and the Restricted Holder relating to the subject matter hereof.

(k)        Non-Exclusivity . The rights and remedies of the parties hereunder are not exclusive of or limited by any other rights or remedies which the parties may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).

(l)        Amendments . This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of the Company and the Restricted Holder.

(m)      Assignment . This Agreement and all obligations of the Restricted Holder hereunder are personal to the Restricted Holder and may not be assigned, transferred or delegated by the Restricted Holder at any time except as set forth in Section 1(c) above. The Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity without obtaining the consent or approval of the Restricted Holder.

(n)       Binding Nature . Subject to Section 3(m) above, this Agreement will inure to the benefit of and will be binding upon the Company and its successors and assigns and the Restricted Holder and the Restricted Holder’s representatives, executors, administrators, estate, heirs, successors and assigns.

(o)       Survival . Each of the representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the Acquisition.

(p)      Counterparts and Electronic Signature . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by e-mail and/or .pdf transmission shall be sufficient and binding as if they were originals and such delivery shall constitute valid delivery of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first set forth above.

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”) is made and entered into as of May 5, 2017 (the “ Effective Date ”), by and between LiveXLive Tickets, Inc. (the “ Company ”), a Delaware corporation and a wholly owned subsidiary of Loton, Corp, a Nevada corporation (“ Loton ”), and Joseph Schnaier (“ Executive ”).

WHEREAS , in connection with the Company’s intended acquisition of all or substantially all of the assets of Wantickets RDM, LLC, a Delaware limited liability company (the “ WT Acquisition ”), pursuant to the Asset Purchase Agreement, dated as of the Effective Date, entered into by and among the Company, Loton, Wantickets RDM, LLC, a Delaware limited liability company (the “ WT ”), Danco Enterprises, LLC, a New York limited liability company and the managing member of Gamwant LLC, a Delaware limited liability company and the ultimate parent company of WT, Executive and Gamtix, LLC, a New York limited liability company (the “Purchase Agreement”), the Company desires to retain the employment of Executive, and Executive desires to be employed by the Company, under the terms of this Agreement; and

WHEREAS , Loton is currently in the process of filing its Registration Statement on Form S-1 for an underwritten public offering of its common stock and related uplisting to The Nasdaq Capital Market (collectively, the “ Financing ”).

NOW, THEREFORE , in consideration of the promises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.            Employment . The Company hereby agrees to employ Executive subject to the conditions and terms of this Agreement, commencing on the date hereof as the Chief Executive Officer of the Company. Executive shall be subject to the overall supervision of, and shall have such authority as is delegated to the Executive by, the Board of Directors of the Company (the “ Board ”) and, to the extent lawful and reasonable, shall perform all duties and responsibilities as the Board shall from time to time reasonably assign to Executive. Executive shall comply with all standards, policies and procedures that now exist or that may hereafter be established by the Board, the Company and the industry from time to time, and obey all rules, regulations, special instructions and applicable laws that now exist or that may hereafter be adopted.

2.            Compensation.

2.1            Base Salary . Executive shall be paid annual compensation of $220,000.00 (“ Base Salary ”), subject to standard and required deductions and payable in accordance with the Company’s normal payroll practices; provided that Executive agrees that until the earlier of (i) the S-1 Closing Date (as defined in the Purchase Agreement) or (ii) the one year anniversary of the Effective Date (such earlier date as between clause (i) and (ii), the “ Funding End Date ”), any payments of the Base Salary required under this Agreement shall be paid or funded as required under the terms of the APA. For the avoidance of doubt, Executive shall only receive payments of the Base Salary for each month (or pro rata thereof) from the Effective Date until the Funding End Date, only if the Company is not incurring a net loss for the applicable period for which the portion of the Base Salary is due to Executive, and if there is a net income, only to the extent such net income is sufficient to pay the applicable portion of the Base Salary for such period, with such net loss or net income to be confirmed by Loton’s independent registered public accounting firm (the “ Auditor ”). The Base Salary shall be subject to annual review by the Board at its discretion to ensure that the Base Salary remains competitive compared with senior executives at comparable companies and based on the revenues and profits being generated by the Company.

2.2            Performance Bonus . Executive may also receive a performance bonus (the “ Performance Bonus ”) as may be determined by the Board from time to time and that all or any portion of any Performance Bonus shall be paid in cash, securities of Loton or other property. Executive shall also receive 2,000,000 shares of Loton’s common stock (the “ Earnout Shares ”) if the Company earns a net income of at least (i) U.S.$3,000,000 in the twelve-month period immediately following the Effective Date or (ii) U.S.$4,000,000 in the twelve-month period immediately thereafter. Loton shall deliver the Earnout Shares to Executive no later than thirty (30) days after confirmation that the requirement in either clause (i) or clause (ii) has been satisfied. The Earnout Shares shall be subject to the same lock-up terms that other senior executives of the Company or Loton are required to agree to at the time of such issuance. For the avoidance of doubt, in the event the requirements in the foregoing clauses (i) and (ii) are both satisfied, Executive shall receive 2,000,000 shares of Loton’s common stock in the aggregate. The Earnout Shares shall be subject to a standard lock-up agreement for a period of twelve (12) months after the date that the Company deems such shares earned, if any, by Executive. For purposes of this Agreement, “ net income ” and “ net loss ” means net income and net loss, respectively, shown on the Company’s financial statements, as confirmed by the Auditor.

2.3            Vacation . Executive shall be entitled to vacation in accordance with the Company’s vacation policy, and shall accrue four (4) weeks of paid vacation per year.

2.4            Benefit Programs . Executive shall be eligible to participate in the Company’s medical, retirement, equity incentive, and other benefit plans to the same extent as other similarly situated executives of the Company, which may be amended and modified from time to time by the Board (the “ Benefits ”). Executive shall be bound by all of the rules, policies and procedures relating to Benefits established by the Board from time to time.

2.5            Expenses . Executive shall be reimbursed for reasonable documented business expenses (including, without limitation, travel and entertainment expenses) incurred by him directly in connection with the performance of his duties hereunder, subject to and in accordance with the policies and procedures adopted by the Board from time to time. Without limiting the generality of the foregoing, the Company agrees to reimburse Executive for the lower of (i) fifty percent (50%) of the cost of Executive’s office space at One Penn Plaza, 50th Floor, New York, NY 10119, and (ii) $3,250, based on invoices that Executive submits to the Company on a monthly basis during the term of this Agreement. Such reimbursement obligation by the Company shall be subject to Section 7.4 of the Purchase Agreement.

2.6            Withholding . All salary, bonus and other compensation payable to Executive shall be subject to applicable withholding and reporting for taxes.

3.            Standard of Performance . Executive recognizes and acknowledges that during the period of the Executive’s employment hereunder, Executive owes to the Company the duties of loyalty, care, fidelity and obedience in all matters pertaining to such employment. Executive agrees to serve the Company diligently and faithfully, to perform in good faith all duties to the best of Executive’s ability, and to devote all of Executive’s working time, attention and skills to the conduct of the business of the Company and its affiliates.

4.            Term . The initial term of this Agreement shall be from the Effective Date until May 5, 2019 (the “ Initial Term ”), unless sooner terminated in accordance with the provisions of this Section 4. After the end of the Initial Term, this Agreement shall continue for successive periods of one (1) year, upon terms agreed to by the Company and Executive (the “ Extended Term ” and together with the Initial Term, the “ Term ”), unless either Executive or the Company provides written notice that the Initial Term or any extended term will not be further renewed at least sixty (60) days prior to the end of the applicable term or unless sooner terminated in accordance with the provisions of this Section 4.

4.1            Termination of Employment; Compensation Due Upon Employment Termination . Executive or the Company may terminate this Agreement and the employment relationship created hereunder at any time for any reason or for no reason at all in accordance with the terms set forth in this Section 4. Executive’s employment relationship with the Company and right to compensation for periods after the date of his employment shall be determined only in accordance with the provisions set forth in Sections 4.2 through 4.8 below, subject to the post-employment restrictions and covenants set forth in this Agreement including such restrictions and covenants set forth in Sections 6 through 11.

4.2            Voluntary Termination: Resignation By Executive . Executive may terminate his employment at any time upon thirty (30) days prior written notice to the Company. In the event that Executive terminates employment other than for Good Reason (as defined below), the Company shall have no obligation to (i) make payments to Executive in accordance with the provisions of Section 2 except for the payment of Executive’s Base Salary earned, but unpaid, through the date of Executive’s separation, or (ii) except as otherwise required by applicable law or the terms of any Benefits plan, to provide the benefits described in Section 2 for periods after the date on which Executive’s employment with the Company terminates.

4.3            Termination of Employment on Death or Disability . If Executive’s employment terminates as a result of Executive becoming Disabled (as defined below), Executive’s Base Salary will continue for three (3) months after termination. Executive shall be considered to be “Disabled” if Executive is suffering from a medically determinable condition that prevents him, with reasonable accommodation, from performing the essential duties of his employment for a continuous period of ninety (90) days or for more than one hundred twenty (120) non-consecutive days in any twelve (12) month period. The Performance Bonus shall be paid on a pro-rata basis for the period of time beginning on the date specified in Section 2.2 above until the date of Disability. A determination of a Disability within the meaning of this Section 4.3 shall be made by a physician reasonably satisfactory to both Executive and the Company; provided, however, that if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and those two physicians together shall select a third physician, whose determination as to the existence of a Disability shall be binding on all parties; provided, further, that Executive and the Company shall equally split the costs and expenses of the physician determining if a Disability has occurred. Executive’s employment hereunder shall terminate upon the death of Executive. The Company shall have no obligation to make payments to Executive in accordance with the provisions of Section 2, or, except as otherwise required by law or the terms of any applicable Benefits plan, to provide the benefits described in Section 2 for periods after the date of Executive’s death except for then applicable Base Salary earned, but unpaid, through the date of death (and, if applicable, compensation required under applicable state law to be paid upon employment termination), payable to Executive’s beneficiary, as Executive shall have indicated in writing to the Company (or if no such beneficiary has been designated, to Executive’s estate).

4.4            Termination for Cause . The Board may terminate the employment of Executive at any time, upon written notice, for Cause (as defined below), and upon such termination, Executive will have no further right to any compensation or Benefits under Section 2 other than any such amounts of Executive’s Base Salary and vacation benefits that have accrued but have not been paid at the date of termination, but shall not include any Performance Bonus or any other bonuses or benefits. The term “ Cause ” means (a) Executive’s conviction of, or guilty or nolo contendere plea by, the Executive to (x) any felony or (y) any crime involving dishonesty or moral turpitude; (b) Executive’s material violation of any of the confidentiality provisions or the restrictive covenants contained herein; (c) the Executive’s engaging in any embezzlement, fraud, misappropriation of funds, gross negligence, theft, breach of fiduciary duty or any other similar and material act of dishonesty or violation committed to the material detriment of the Company or Loton; (d) any act or omission that constitutes a material breach by Executive of any of his obligations under this Agreement; (e) the willful and continued failure or refusal of Executive to satisfactorily perform the duties reasonably required of him by the Board as an employee of the Company, unless such directions are, in the written reasonable opinion of legal counsel, illegal or in violation of applicable regulations; or (f) a material violation by Executive of the laws, rules or regulations of any governmental or regulatory body or agency applicable to the Company or Loton, or Executive’s material breach of a written standard, policy or procedure of the Company that reasonably applies to all senior executives of the Company and Loton, unless such standard, policy or procedure is, in the written reasonable opinion of legal counsel, illegal or in violation of applicable regulations; provided, however , that no act, omission, failure, refusal, breach or violation described in clauses (d), (e) or (f) shall constitute Cause unless the Company first provides Executive with notice describing in reasonable detail the nature of the act, omission, failure, refusal, breach or violation, and such act, omission, failure, refusal, breach or violation continues for more than twenty (20) days; provided, further , that the Company shall have no obligation to provide Executive with such notice and opportunity to cure more than two (2) times in any 12 month period.

4.5            Termination without Cause . The Company, by action of the Board, may terminate the employment of Executive upon thirty (30) days prior written notice to Executive. If the Company terminates the employment of Executive without Cause, and provided that Executive shall not be in material breach of Sections 6 through 11 of this Agreement, the Company shall continue to pay Executive’s Base Salary for a period of twelve (12) months beginning on the date of termination, payable in accordance with normal payroll practices, and any Benefits set forth under Section 2.4 of this Agreement shall also continue for the same period. The Performance Bonus shall be paid on a pro-rata basis for the period of time beginning on the date specified in Section 2.2 above until the date of termination. If, following a termination of Executive without Cause, Executive is adjudged to have breached any of the provisions of Sections 6 through 11, the Executive shall not be eligible to receive any payments and benefits (other than the payments and benefits, if any, required under Section 4.2), and any and all obligations and agreements of the Company with respect to such payments and benefits shall thereupon cease.

4.6            Termination for Good Reason . Executive may terminate his employment with the Company, at any time, upon written notice, for Good Reason (as defined below). If Executive terminates his employment with the Company for Good Reason, and provided that Executive shall not be in material breach of Sections 6 through 11 of this Agreement, the Company shall continue to pay Executive’s Base Salary for a period of twelve (12) months beginning on the date of termination, payable in accordance with normal Company payroll practices, and any Benefits set forth under Section 2.4 of this Agreement shall also continue for the same period. The Performance Bonus shall be paid on a pro-rata basis for the period of time beginning on the date specified in Section 2.2 above until the date of termination. Except as provided in this Section, Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. The term “ Good Reason ” means, without Executive’s express written consent, the occurrence of any one or more of the following during the term of this Agreement: (a) the assignment to Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that were most recently assigned to Executive; (b) a reduction by the Company of Executive’s Base Salary, unless said reduction is pari passu with other senior executives of the Company and Loton; (c) a material reduction by the Company of Executive’s aggregate welfare benefits, as such benefits and opportunities exist on the Effective Date, or as such benefits may be increased after the Effective Date, unless said reduction is pari passu with other senior executives of the Company and Loton; or (d) Executive’s principal office is relocated to a location that is more than fifty (50) miles from Executive’s principal office as of the date of this Agreement, which the parties acknowledge it located at One Penn Plaza, 50 ^th Floor, New York, NY 10119as of the date of this Agreement.

4.7            Resignation from Directorships and Officerships . The termination of Executive’s employment for any reason will constitute Executive’s resignation from (a) any director, officer or employee position Executive has with the Company, Loton or any of their Affiliates, and (b) all fiduciary positions (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by the Company or Loton. Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.

4.8            Survival of Agreement . Except as specifically provided herein, upon termination of this Agreement, all obligations and provisions of this Agreement shall terminate except for the provisions of Section 6 through 12 hereof.

5.            Work Product.

5.1           All right, title and interest in and to all Subject Ideas and Inventions (as defined below), including but not limited to all registrable and patent rights which may subsist therein, shall be held and owned solely by the Company, and where applicable, all Subject Ideas and Inventions shall be considered works made for hire. Executive agrees to mark all Subject Ideas and Inventions with the Company’s copyright or other proprietary notice as directed by the Company and shall take all actions deemed necessary by the Company to protect the Company’s rights therein. In the event that the Subject Ideas and Inventions shall be deemed not to constitute works made for hire, or in the event that Executive should otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to any Subject Ideas and Inventions, Executive agrees to assign to the Company, without further consideration, its entire right, title and interest in and to each and every such Subject Idea and Invention.

5.2           The term “ Subject Ideas or Inventions ” includes any and all ideas, processes, trademarks, service marks, inventions, designs, technologies, computer hardware or software, original works of authorship, formulas, discoveries, patents, copyrights, copyrightable works products, marketing and business ideas and all improvements, know-how, data, rights, media content concepts and ideas, and claims related to the foregoing, whether or not patentable, which are conceived, developed or created which: (a) relate to Loton’s or the Company’s current or demonstrably contemplated business or activities (the “ Business ”), where such Business has been disclosed to Executive either formally or was likely to have been deduced by Executive through access to the work of the Company or Loton; (b) relate to Loton’s or the Company’s actual or demonstrably anticipated research or development; (c) result from any work performed by Executive for Loton or the Company; (d) involve the use of Loton’s or the Company’s equipment, technology, supplies, facilities or trade secrets; (e) result from or are suggested by any work done by Loton or the Company or at Loton’s or the Company’s request, or any projects specifically assigned to Executive; or (f) result from Executive’s access to any of Loton’s or the Company’s memoranda, notes, records, drawings, sketches, models, maps, artist, customer or vendor lists, research results, data, electronic codes, formulae, specifications, inventions, processes, technology, equipment or other materials (collectively, “ Company Materials ”).

5.3           Executive agrees to keep and maintain adequate and current written records of all Subject Ideas and Inventions and their development made by Executive (solely or jointly with others) during the term of Executive’s employment with or service to the Company. These records will be in the form of notes, sketches, drawings and any other format that may be specified by the Company. These records will be available to the Company and the Board on request and remain the sole property of the Company at all times.

5.4           Executive further agrees that all information and records pertaining to any idea, process, trademark, service mark, invention, technology, computer hardware or software, electronic codes, original work of authorship, design, formula, discovery, patent, copyright, product and all improvements, know-how, rights and claims related to the Business (“ Intellectual Property ”), that Executive does not believe to be a Subject Idea or Invention, but that is conceived, developed or reduced to practice by the Company (alone by Executive or with others) during the Restricted Period, shall be disclosed promptly by Executive to the Company and the Board (such disclosure to be received in confidence). The Company shall examine such information to determine if in fact the Intellectual Property is a Subject Idea or Invention subject to this Agreement.

5.5           Because of the difficulty of establishing when any Subject Ideas or Inventions are first conceived by Executive, or whether they result from Executive’s access to Confidential Information or Company Materials, Executive agrees that any Subject Idea and Invention shall, among other circumstances, be deemed to have resulted from Executive’s access to Company Materials if: (i) it grew out of or resulted from Executive’s work with the Company during the Term or is related to the Business at the time of conception and extensions or derivatives thereof, and (ii) it is made, used, sold, exploited or reduced to practice, or an application for patent, trademark, copyright or other proprietary protection is filed thereon, by Executive or with his significant aid, during the Restricted Period.

5.6           For the greater of a period of seven (7) years after termination of employment or the expiration of the last patent or other legal recognition of intellectual property related to the Business, Executive furthers agree to assist the Company to the extent commercially reasonable (but at the Company’s expense which shall include Executive’s normal and customary rates for such services and for which Executive shall make reasonable efforts to provide) to obtain and from time to time enforce patents, copyrights or other rights or registrations on said Subject Ideas and Inventions in any and all countries, and to that end will execute all documents necessary (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection; and (iii) to cooperate with the Company (but at the Company's expense, including legal fees for independent counsel of Executive’s choice) in any enforcement or infringement proceeding on such letters patent, copyright or other analogous protection.

6.            Confidential Information . The Company owns and has developed and compiled, and will develop and compile, certain trade secrets, proprietary techniques and other Confidential Information (as hereinafter defined) which have great value to the Business. This Confidential Information includes not only information disclosed by the Company to Executive, but also information developed or learned by Executive during the course of Executive’s employment with the Company.

6.1           It is expressly understood that Executive, using prudent business judgment, has the ability to determine what Company information is considered “Confidential Information”. Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in Executive’s assigned duties and for the benefit of the Company (or as otherwise required to be permitted to be disclosed by applicable law), any of the Company’s Confidential Information, either during or after Executive’s employment with the Company. Executive acknowledges that he is aware that the unauthorized disclosure of Confidential Information of the Company may be highly prejudicial to its interests, an invasion of privacy and an improper disclosure of trade secrets.

6.2           Upon request or when Executive’s employment with or service to the Company terminates, if so requested, Executive will immediately deliver to the Company or the Board all copies of any and all materials and writings received from, created for, or belonging to the Company including, but not limited to, those which relate to or contain Confidential Information.

6.3           Executive acknowledges that the Company has received and in the future will receive from third parties their confidential information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive agrees that, during the Term and thereafter, Executive will hold all such confidential information in the strictest confidence and not to disclose or use it, except as necessary to perform Executive’s obligations hereunder and as is consistent with the Company's agreement with such third parties.

6.4           “ Confidential Information ” is all information and any idea in whatever form, tangible or intangible, pertaining in any manner to the Company or its Business, or its employees, shareholders, clients, consultants or business associates, which was produced by any employee or consultant of the Company in the course of his employment or consulting relationship or otherwise produced or acquired by or on behalf of the Company in relation to or potentially applicable to the Business. All proprietary information not generally known outside of the Company’s organization, and all proprietary Information so known only through improper means, shall be deemed “Confidential Information” for the greater of a period of seven (7) years after termination of employment or the expiration of the last patent or other legal recognition of intellectual property related to the Business. By example and without limiting the foregoing definition, Confidential Information shall include, but not be limited to: (i) formulas, research and development techniques, processes, trade secrets, computer programs, software, electronic codes, mask works, inventions, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results and research projects; (ii) information about costs, profits, markets, sales, contracts and lists of customers, vendors and distributors; (iii) business, marketing and strategic plans; (iv) concepts and ideas for media content for distribution by any means in any market; (v) forecasts, unpublished financial information, budgets, projections and customer identities, characteristics and agreements; and (vi) employee personnel files and compensation information. Confidential Information is to be broadly defined, and includes all information that has or could have commercial value or other utility in the business in which the Company is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Confidential Information by the Company.

7.            Noncompetition Obligations . For purposes of this Agreement, the term “ Restricted Period ” shall mean the period beginning on the date of this Agreement and ending upon the later of (a) termination of Executive’s employment with the Company under this Agreement or (b) the date of the last payment of Executive’s Base Salary under Section 4.5 or 4.6; provided, that if Employee is terminated for Cause, “ Restricted Period ” shall mean the period beginning on the date of this Agreement and ending on the date that is twelve (12) months from the date of termination of Executive’s employment with the Company. Executive expressly covenants and agrees that during the Restricted Period, Executive will not, directly or indirectly, on behalf of any other person, firm, limited liability company, partnership or corporation, as owner, employee, creditor, consultant or otherwise, engage in any aspect of the Business in the United States or other locations where the Company may then be conducting its business (the “ Territory ”); provided, however , the beneficial ownership of less than five percent (5%) of the shares of stock of any publicly traded entity shall not be deemed to constitute a violation of this provision.

8.            Customer Non-Solicitation . Executive expressly covenants and agrees that during the Restricted Period, Executive will not solicit, divert, take away, or attempt to solicit, divert or take away, any of the Company’s customers or the business or patronage of any such customers, either for herself or on behalf of any other person, firm, partnership, limited liability company or corporation within the Territory.

9.            Executive Non-Solicitation . Executive expressly covenants and agrees that during the Restricted Period, Executive will not solicit, recruit or hire any other employee of the Company, either for herself or on behalf of any other person, firm, partnership, limited liability company or corporation.

10.          Non-Disparagement . Executive will not make any statement or take any action that is, or that is intended to be, slanderous, libelous, derogatory, harmful, damaging, detrimental or otherwise adverse to the Company, Loton or any of their affiliates or their respective officers, directors, managers, members, consultants, agents, representatives or employees or their respective businesses, operations, prospects, affairs or reputations among their respective customers, affiliated websites, advertisers, vendors, suppliers, shareholders, investors, analysts, competitors, employees, agents, consultants, contractors and representatives; provided, however , that the foregoing is not (a) intended to limit Executive’s ability to answer truthfully any questions of fact (as opposed to questions as to Executive’s opinion or belief) that may be put to Executive under oath in any litigation, arbitration or governmental investigative proceeding or (b) to limit the creation and distribution of editorial content by the Company under Executive’s direction which evaluates the products, services, and/or performance of any company doing business with the public.

11.          Enforcement.

11.1          Reasonableness of Restrictions . Executive acknowledges that compliance with this Agreement, including but not limited to Sections 6 through 11, is reasonable and necessary to protect the Company’s legitimate business interests, including but not limited to, the Company’s goodwill and maintaining the confidentiality of the Company’s Confidential Information.

11.2          Irreparable Harm . Executive acknowledges that a breach of Executive’s obligations under this Agreement will result in great, irreparable and continuing harm and damage to the Company for which there is no adequate remedy at law.

11.3          Injunctive Relief . Executive agrees that in the event Executive breaches this Agreement, the Company shall be entitled to seek, from any court of competent jurisdiction, preliminary and permanent injunctive relief to enforce the terms of this Agreement, in addition to any and all monetary damages allowed by law, against Executive.

11.4          Judicial Modification . The parties expressly agree that the character, duration and geographical scope of such provisions in this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. The parties have attempted to limit the Executive’s right to compete only to the extent necessary to protect the Company’s goodwill, proprietary and/or Confidential Information, and other business interests. The parties recognize, however , that reasonable people may differ in making such a determination. Consequently, the parties hereby agree that a court having jurisdiction over the enforcement of this Agreement shall exercise its power and authority to reform Executive’s covenants under Sections 6 through 11 above to the extent necessary to cause the limitations contained therein as to time, geographic area and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the Company’s goodwill, Confidential Information, and other business interests.

11.5          Legal Fees . In the event of any action in law or in equity for the purposes of enforcing any of the provisions of this Agreement, the prevailing party as determined by the trier of fact shall be entitled to recover its reasonable attorney fees, plus court costs and expenses, from the other party, to the extent permitted by applicable law.

12.          Miscellaneous.

12.1          Waiver; Amendment . This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof or thereof may be waived, only by a written instrument signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. The failure of a party to insist, in any one or more instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition. No waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.

12.2          Agreement Binding . This Agreement shall be binding upon and inure to the benefit of the Company, the Company’s successors, legal representatives and assigns; Executive and Executive’s heirs, executors, administrators and legal representatives.

12.3          Governing Law . This Agreement is made and entered into in the State of New York and concerns employment situated in said state. This Agreement shall be interpreted and construed in accordance with the laws of the State of New York.

12.4          Entire Agreement . This Agreement contains all the understandings and agreements between the parties concerning matters set forth in this Agreement. The terms of this Agreement supersede any and all prior statements, representations and agreements by or between the Company and Executive, or either of them, concerning the matters set forth in this Agreement.

12.5          Counterparts . This Agreement may be executed in one (1) or more counterparts, which when so executed shall constitute one (1) and the same agreement. Facsimile or .pdf signatures attached to this Agreement shall be as valid and binding as original signatures. The headings herein are for reference only and shall not affect the interpretation of this Agreement.

12.6          Voluntary Execution; Representations . Executive acknowledges that (a) he has consulted with or has had the opportunity to consult with independent counsel of his own choosing concerning this Agreement, and (b) he has read and understands this Agreement, is competent to execute this Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on his own judgment and without duress. The Company represents and warrants that it is fully authorized, by any person or body whose authorization is required, to enter into this Agreement and to perform its obligations hereunder. Executive hereby represents that Executive’s entry into this Agreement and performance of the services hereunder will not violate the terms or conditions of any other agreement to which Executive is a party.

12.7          Notices . Any notice or communication required or permitted by this Agreement shall be deemed sufficiently given if in writing and, if delivered personally, when it is delivered or, if delivered in another manner, the earlier of when it is actually received by the party to whom it is directed or when the period set forth below expires (whether or not it is actually received): (i) if deposited with the U.S. Postal Service, postage prepaid, and addressed to the party to receive it as set forth below, forty-eight (48) hours after such deposit as registered or certified mail; or (ii) if accepted by Federal Express or a similar delivery service in general usage for delivery to the address of the party to receive it as set forth next below, twenty-four (24) hours after the delivery time promised by the delivery service. Notices should be addressed as follows, or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party:

To the Company:

LiveXLive Tickets, Inc.

269 South Beverly Drive

Beverly Hills, CA 90212

Attn: Robert S. Ellin, Executive Chairman

Email: rob@livexlive.com

Tel: (310) 601-2500

With a copy to (which shall not constitute notice):

Foley Shechter LLP

211 East 43rd Street, Suite 609

New York, NY 10017

Attn: Sasha Ablovatskiy, Esq.

Facsimile: 917-688-4092

Email: sablovatskiy@foleyshechter.com

To Executive:

Joseph Schnaier

One Penn Plaza, 50th Floor

New York, NY 10119

Email: jschnaier@gmail.com

Tel: 917-952-2635

With a copy to (which shall not constitute notice):

Steptoe & Johnson LLP

1114 Avenue of the Americas

New York, NY 10036

Attn: Michael Rennock

Email: mrennock@steptoe.com

Tel: 212-506-3956

12.8          409A Compliance .     (a) This Agreement will be interpreted and administered in accordance with the applicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. To the extent payments and benefits are subject to Code § 409A, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the Treasury (collectively “ Section 409A ”).

(b)          Where the term “termination of employment” or “termination” or similar words and phrases describing termination of employment are used in this Agreement, such terms are to be read as satisfying the definition of a “separation from service” in Section 409A. It is understood that “separation from service” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). Neither Executive nor the Company has the right to accelerate or defer the delivery of any severance benefits or other benefits except to the extent specifically permitted or required by Section 409A.

(c)          All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant to this Agreement that are taxable to Executive shall in no event be paid later than the end of the calendar year following the calendar year in which Executive incurs such expense or pays the related tax. With regard to any provision in this Agreement for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

12.9          Public Company Obligations; Litigation and Regulatory Cooperation; Indemnification.

(a)          Executive acknowledges that the Company is a wholly owned subsidiary of Loton, a public company shares of whose common stock are quoted on the OTC Pink marketplace, and whose common stock will be registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), in connection with the Financing, and that this Agreement will be subject to the public filing requirements of the Exchange Act. In addition, both parties acknowledge that Executive’s compensation and perquisites (each as determined by the rules of the US Securities and Exchange Commission (the “ SEC ”) or any other regulatory body or exchange having jurisdiction) (which may include benefits or regular or occasional aid/assistance, such as recreation, club memberships, meals, education for his family, vehicle, lodging or clothing, occasional bonuses or anything else he receives, during the Term, in cash or in kind) paid or payable or received or receivable under this Agreement or otherwise, and his transactions and other dealings with the Company, may be required to be publicly disclosed.

(b)          Executive acknowledges and agrees that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public information and other requirements set forth in the Securities Act of 1933, as amended, the Exchange Act and rules and regulations promulgated by the SEC may apply to this Agreement and Executive’s employment with the Company.

(c)          During and after the Term, Executive shall reasonably cooperate with the Company in the defense or prosecution of any claims now in existence or which may be brought in the future against or on behalf of the Company, Loton or any of their affiliates that relate to events or occurrences that transpired while the Executive was employed by the Company or any Affiliates; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company, Loton or any of their affiliates at mutually convenient times. During and after the Term, Executive also shall cooperate fully with the Company to the extent commercially reasonable in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company or any of its affiliates. The Company shall reimburse Executive for his reasonable out-of-pocket costs and expenses incurred directly in connection with Executive’s performance under this Section 12.9, including, but not limited to, reasonable attorneys’ fees and costs.

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IN WITNESS WHEREOF, the parties have set their hands as of the date first above written, and Executive acknowledges that he has read and understands the entire contents of this Agreement and that he has received a copy of this Agreement.

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”) is made and entered into as of May 5, 2017 (the “ Effective Date ”), by and between LiveXLive Tickets, Inc. (the “ Company ”), a Delaware corporation and a wholly owned subsidiary of Loton, Corp, a Nevada corporation (“ Loton ”), and Richard Blakeley (“ Executive ”).

WHEREAS , in connection with the Company’s intended acquisition of all or substantially all of the assets of Wantickets RDM, LLC, a Delaware limited liability company (the “ WT Acquisition ”), pursuant to the Asset Purchase Agreement, dated as of the Effective Date, entered into by and among the Company, Loton, Wantickets RDM, LLC, a Delaware limited liability company (the “ WT ”), Danco Enterprises, LLC, a New York limited liability company and the managing member of Gamwant LLC, a Delaware limited liability company and the ultimate parent company of WT, Executive and Gamtix, LLC, a New York limited liability company (the “Purchase Agreement”), the Company desires to retain the employment of Executive, and Executive desires to be employed by the Company, under the terms of this Agreement; and

WHEREAS , Loton is currently in the process of filing its Registration Statement on Form S-1 for an underwritten public offering of its common stock and related uplisting to The Nasdaq Capital Market (collectively, the “ Financing ”).

NOW, THEREFORE , in consideration of the promises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.            Employment . The Company hereby agrees to employ Executive subject to the conditions and terms of this Agreement, commencing on the date hereof as the Chief Financial Officer of the Company. Executive shall be subject to the overall supervision of, and shall have such authority as is delegated to the Executive by, the Board of Directors of the Company (the “ Board ”) and, to the extent lawful and reasonable, shall perform all duties and responsibilities as the Board shall from time to time reasonably assign to Executive. Executive shall comply with all standards, policies and procedures that now exist or that may hereafter be established by the Board, the Company and the industry from time to time, and obey all rules, regulations, special instructions and applicable laws that now exist or that may hereafter be adopted.

2.            Compensation.

2.1            Base Salary; Share Grant . Executive shall be paid annual compensation of (x) $160,000.00 in cash (“ Base Salary ”), subject to standard and required deductions and payable in accordance with the Company’s normal payroll practices, and (y) $15,000 in shares of Loton’s common stock (the “ Shares ”) based on the fair market value of Loton’s common stock at the time of such issuance. The Shares will be evidenced by and be subject to the terms and conditions of a separate Notice of Grant and Restricted Stock Agreement. The Base Salary shall be subject to annual review by the Board at its discretion to ensure that the Base Salary remains competitive compared with senior executives at comparable companies and based on the revenues and profits being generated by the Company.

The Shares shall vest on the first anniversary of the Effective Date and shall be subject a one-year lock-up period after the vesting date. The Shares shall be otherwise subject to the same lock-up requirement that other senior executives of the Company and Loton are required to agree to at the time of such issuance, including any lock-up conditions required by the underwriters in connection with the Financing. Executive agrees that he will not transfer, assign, hypothecate, or in any way dispose of any of the Shares, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, until the vesting and lock-up conditions are satisfied. Any purported transfer in violation of any provision of this Agreement or the Notice of Grant and Restricted Stock Agreement shall be void and ineffectual, and shall not operate to transfer any interest or title to the purported transferee.

2.2           [ Intentionally Deleted ].

2.3            Vacation . Executive shall be entitled to vacation in accordance with the Company’s vacation policy, and shall accrue four (4) weeks of paid vacation per year.

2.4            Benefit Programs . Executive shall be eligible to participate in the Company’s medical, retirement, equity incentive, and other benefit plans to the same extent as other similarly situated executives of the Company, which may be amended and modified from time to time by the Board (the “ Benefits ”). Executive shall be bound by all of the rules, policies and procedures relating to Benefits established by the Board from time to time.

2.5            Expenses . Executive shall be reimbursed for reasonable documented business expenses (including, without limitation, travel and entertainment expenses) incurred by him directly in connection with the performance of his duties hereunder, subject to and in accordance with the policies and procedures adopted by the Board from time to time.

2.6            Withholding . All salary, bonus and other compensation payable to Executive shall be subject to applicable withholding and reporting for taxes.

3.            Standard of Performance . Executive recognizes and acknowledges that during the period of the Executive’s employment hereunder, Executive owes to the Company the duties of loyalty, care, fidelity and obedience in all matters pertaining to such employment. Executive agrees to serve the Company diligently and faithfully, to perform in good faith all duties to the best of Executive’s ability, and to devote all of Executive’s working time, attention and skills to the conduct of the business of the Company and its affiliates.

4.            Term . The initial term of this Agreement shall be from the Effective Date until May 5, 2019 (the “ Initial Term ”), unless sooner terminated in accordance with the provisions of this Section 4. After the end of the Initial Term, this Agreement shall continue for successive periods of one (1) year, upon terms agreed to by the Company and Executive (the “ Extended Term ” and together with the Initial Term, the “ Term ”), unless either Executive or the Company provides written notice that the Initial Term or any extended term will not be further renewed at least sixty (60) days prior to the end of the applicable term or unless sooner terminated in accordance with the provisions of this Section 4.

4.1            Termination of Employment; Compensation Due Upon Employment Termination . Executive or the Company may terminate this Agreement and the employment relationship created hereunder at any time for any reason or for no reason at all in accordance with the terms set forth in this Section 4. Executive’s employment relationship with the Company and right to compensation for periods after the date of his employment shall be determined only in accordance with the provisions set forth in Sections 4.2 through 4.8 below, subject to the post-employment restrictions and covenants set forth in this Agreement including such restrictions and covenants set forth in Sections 6 through 11.

4.2            Voluntary Termination: Resignation By Executive . Executive may terminate his employment at any time upon thirty (30) days prior written notice to the Company. In the event that Executive terminates employment other than for Good Reason (as defined below), the Company shall have no obligation to (i) make payments to Executive in accordance with the provisions of Section 2 except for the payment of Executive’s Base Salary earned, but unpaid, through the date of Executive’s separation, or (ii) except as otherwise required by applicable law or the terms of any Benefits plan, to provide the benefits described in Section 2 for periods after the date on which Executive’s employment with the Company terminates.

4.3            Termination of Employment on Death or Disability . If Executive’s employment terminates as a result of Executive becoming Disabled (as defined below), Executive’s Base Salary will continue for three (3) months after termination. Executive shall be considered to be “Disabled” if Executive is suffering from a medically determinable condition that prevents him, with reasonable accommodation, from performing the essential duties of his employment for a continuous period of ninety (90) days or for more than one hundred twenty (120) non-consecutive days in any twelve (12) month period. The Performance Bonus shall be paid on a pro-rata basis for the period of time beginning on the date specified in Section 2.2 above until the date of Disability. A determination of a Disability within the meaning of this Section 4.3 shall be made by a physician reasonably satisfactory to both Executive and the Company; provided, however, that if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and those two physicians together shall select a third physician, whose determination as to the existence of a Disability shall be binding on all parties; provided, further, that Executive and the Company shall equally split the costs and expenses of the physician determining if a Disability has occurred. Executive’s employment hereunder shall terminate upon the death of Executive. The Company shall have no obligation to make payments to Executive in accordance with the provisions of Section 2, or, except as otherwise required by law or the terms of any applicable Benefits plan, to provide the benefits described in Section 2 for periods after the date of Executive’s death except for then applicable Base Salary earned, but unpaid, through the date of death (and, if applicable, compensation required under applicable state law to be paid upon employment termination), payable to Executive’s beneficiary, as Executive shall have indicated in writing to the Company (or if no such beneficiary has been designated, to Executive’s estate).

4.4            Termination for Cause . The Board may terminate the employment of Executive at any time, upon written notice, for Cause (as defined below), and upon such termination, Executive will have no further right to any compensation or Benefits under Section 2 other than any such amounts of Executive’s Base Salary and vacation benefits that have accrued but have not been paid at the date of termination, but shall not include any Performance Bonus or any other bonuses or benefits. The term “ Cause ” means (a) Executive’s conviction of, or guilty or nolo contendere plea by, the Executive to (x) any felony or (y) any crime involving dishonesty or moral turpitude; (b) Executive’s material violation of any of the confidentiality provisions or the restrictive covenants contained herein; (c) the Executive’s engaging in any embezzlement, fraud, misappropriation of funds, gross negligence, theft, breach of fiduciary duty or any other similar and material act of dishonesty or violation committed to the material detriment of the Company or Loton; (d) any act or omission that constitutes a material breach by Executive of any of his obligations under this Agreement; (e) the willful and continued failure or refusal of Executive to satisfactorily perform the duties reasonably required of him by the Board as an employee of the Company, unless such directions are, in the written reasonable opinion of legal counsel, illegal or in violation of applicable regulations; or (f) a material violation by Executive of the laws, rules or regulations of any governmental or regulatory body or agency applicable to the Company or Loton, or Executive’s material breach of a written standard, policy or procedure of the Company that reasonably applies to all senior executives of the Company or Loton, unless such standard, policy or procedure is, in the written reasonable opinion of legal counsel, illegal or in violation of applicable regulations; provided, however , that no act, omission, failure, refusal, breach or violation described in clauses (d), (e) or (f) shall constitute Cause unless the Company first provides Executive with notice describing in reasonable detail the nature of the act, omission, failure, refusal, breach or violation, and such act, omission, failure, refusal, breach or violation continues for more than twenty (20) days; provided, further , that the Company shall have no obligation to provide Executive with such notice and opportunity to cure more than two (2) times in any 12 month period.

4.5            Termination without Cause . The Company, by action of the Board, may terminate the employment of Executive upon thirty (30) days prior written notice to Executive. If the Company terminates the employment of Executive without Cause, and provided that Executive shall not be in material breach of Sections 6 through 11 of this Agreement, the Company shall continue to pay Executive’s Base Salary for a period of twelve (12) months beginning on the date of termination, payable in accordance with normal payroll practices, and any Benefits set forth under Section 2.4 of this Agreement shall also continue for the same period. The Performance Bonus shall be paid on a pro-rata basis for the period of time beginning on the date specified in Section 2.2 above until the date of termination. If, following a termination of Executive without Cause, Executive is adjudged to have breached any of the provisions of Sections 6 through 11, the Executive shall not be eligible to receive any payments and benefits (other than the payments and benefits, if any, required under Section 4.2), and any and all obligations and agreements of the Company with respect to such payments and benefits shall thereupon cease.

4.6            Termination for Good Reason . Executive may terminate his employment with the Company, at any time, upon written notice, for Good Reason (as defined below). If Executive terminates his employment with the Company for Good Reason, and provided that Executive shall not be in material breach of Sections 6 through 11 of this Agreement, the Company shall continue to pay Executive’s Base Salary for a period of twelve (12) months beginning on the date of termination, payable in accordance with normal Company payroll practices, and any Benefits set forth under Section 2.4 of this Agreement shall also continue for the same period. The Performance Bonus shall be paid on a pro-rata basis for the period of time beginning on the date specified in Section 2.2 above until the date of termination. Except as provided in this Section, Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. The term “ Good Reason ” means, without Executive’s express written consent, the occurrence of any one or more of the following during the term of this Agreement: (a) the assignment to Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that were most recently assigned to Executive; (b) a reduction by the Company of Executive’s Base Salary, unless said reduction is pari passu with other senior executives of the Company and Loton; (c) a material reduction by the Company of Executive’s aggregate welfare benefits, as such benefits and opportunities exist on the Effective Date, or as such benefits may be increased after the Effective Date, unless said reduction is pari passu with other senior executives of the Company and Loton; or (d) Executive’s principal office is relocated to a location that is more than fifty (50) miles from Executive’s principal office as of the date of this Agreement, which the parties acknowledge is located at 2657 Clarendon Ct., Valparaiso, Indiana 46385 as of the date of this Agreement.

4.7            Resignation from Directorships and Officerships . The termination of Executive’s employment for any reason will constitute Executive’s resignation from (a) any director, officer or employee position Executive has with the Company, Loton or any of their Affiliates, and (b) all fiduciary positions (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by the Company or Loton. Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.

4.8            Survival of Agreement . Except as specifically provided herein, upon termination of this Agreement, all obligations and provisions of this Agreement shall terminate except for the provisions of Section 6 through 12 hereof.

5.            Work Product.

5.1           All right, title and interest in and to all Subject Ideas and Inventions (as defined below), including but not limited to all registrable and patent rights which may subsist therein, shall be held and owned solely by the Company, and where applicable, all Subject Ideas and Inventions shall be considered works made for hire. Executive agrees to mark all Subject Ideas and Inventions with the Company’s copyright or other proprietary notice as directed by the Company and shall take all actions deemed necessary by the Company to protect the Company’s rights therein. In the event that the Subject Ideas and Inventions shall be deemed not to constitute works made for hire, or in the event that Executive should otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to any Subject Ideas and Inventions, Executive agrees to assign to the Company, without further consideration, its entire right, title and interest in and to each and every such Subject Idea and Invention.

5.2           The term “ Subject Ideas or Inventions ” includes any and all ideas, processes, trademarks, service marks, inventions, designs, technologies, computer hardware or software, original works of authorship, formulas, discoveries, patents, copyrights, copyrightable works products, marketing and business ideas and all improvements, know-how, data, rights, media content concepts and ideas, and claims related to the foregoing, whether or not patentable, which are conceived, developed or created which: (a) relate to Loton’s or the Company’s current or demonstrably contemplated business or activities (the “ Business ”), where such Business has been disclosed to Executive either formally or was likely to have been deduced by Executive through access to the work of the Company or Loton; (b) relate to Loton’s or the Company’s actual or demonstrably anticipated research or development; (c) result from any work performed by Executive for Loton or the Company; (d) involve the use of Loton’s or the Company’s equipment, technology, supplies, facilities or trade secrets; (e) result from or are suggested by any work done by Loton or the Company or at Loton’s or the Company’s request, or any projects specifically assigned to Executive; or (f) result from Executive’s access to any of Loton’s or the Company’s memoranda, notes, records, drawings, sketches, models, maps, artist, customer or vendor lists, research results, data, electronic codes, formulae, specifications, inventions, processes, technology, equipment or other materials (collectively, “ Company Materials ”).

5.3           Executive agrees to keep and maintain adequate and current written records of all Subject Ideas and Inventions and their development made by Executive (solely or jointly with others) during the term of Executive’s employment with or service to the Company. These records will be in the form of notes, sketches, drawings and any other format that may be specified by the Company. These records will be available to the Company and the Board on request and remain the sole property of the Company at all times.

5.4           Executive further agrees that all information and records pertaining to any idea, process, trademark, service mark, invention, technology, computer hardware or software, electronic codes, original work of authorship, design, formula, discovery, patent, copyright, product and all improvements, know-how, rights and claims related to the Business (“ Intellectual Property ”), that Executive does not believe to be a Subject Idea or Invention, but that is conceived, developed or reduced to practice by the Company (alone by Executive or with others) during the Restricted Period, shall be disclosed promptly by Executive to the Company and the Board (such disclosure to be received in confidence). The Company shall examine such information to determine if in fact the Intellectual Property is a Subject Idea or Invention subject to this Agreement.

5.5           Because of the difficulty of establishing when any Subject Ideas or Inventions are first conceived by Executive, or whether they result from Executive’s access to Confidential Information or Company Materials, Executive agrees that any Subject Idea and Invention shall, among other circumstances, be deemed to have resulted from Executive’s access to Company Materials if: (i) it grew out of or resulted from Executive’s work with the Company during the Term or is related to the Business at the time of conception and extensions or derivatives thereof, and (ii) it is made, used, sold, exploited or reduced to practice, or an application for patent, trademark, copyright or other proprietary protection is filed thereon, by Executive or with his significant aid, during the Restricted Period.

5.6           For the greater of a period of seven (7) years after termination of employment or the expiration of the last patent or other legal recognition of intellectual property related to the Business, Executive furthers agree to assist the Company to the extent commercially reasonable (but at the Company’s expense which shall include Executive’s normal and customary rates for such services and for which Executive shall make reasonable efforts to provide) to obtain and from time to time enforce patents, copyrights or other rights or registrations on said Subject Ideas and Inventions in any and all countries, and to that end will execute all documents necessary (i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; (ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection; and (iii) to cooperate with the Company (but at the Company's expense, including legal fees for independent counsel of Executive’s choice) in any enforcement or infringement proceeding on such letters patent, copyright or other analogous protection.

6.            Confidential Information . The Company owns and has developed and compiled, and will develop and compile, certain trade secrets, proprietary techniques and other Confidential Information (as hereinafter defined) which have great value to the Business. This Confidential Information includes not only information disclosed by the Company to Executive, but also information developed or learned by Executive during the course of Executive’s employment with the Company.

6.1           It is expressly understood that Executive, using prudent business judgment, has the ability to determine what Company information is considered “Confidential Information”. Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in Executive’s assigned duties and for the benefit of the Company (or as otherwise required to be permitted to be disclosed by applicable law), any of the Company’s Confidential Information, either during or after Executive’s employment with the Company. Executive acknowledges that he is aware that the unauthorized disclosure of Confidential Information of the Company may be highly prejudicial to its interests, an invasion of privacy and an improper disclosure of trade secrets.

6.2           Upon request or when Executive’s employment with or service to the Company terminates, if so requested, Executive will immediately deliver to the Company or the Board all copies of any and all materials and writings received from, created for, or belonging to the Company including, but not limited to, those which relate to or contain Confidential Information.

6.3           Executive acknowledges that the Company has received and in the future will receive from third parties their confidential information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive agrees that, during the Term and thereafter, Executive will hold all such confidential information in the strictest confidence and not to disclose or use it, except as necessary to perform Executive’s obligations hereunder and as is consistent with the Company's agreement with such third parties.

6.4           “ Confidential Information ” is all information and any idea in whatever form, tangible or intangible, pertaining in any manner to the Company or its Business, or its employees, shareholders, clients, consultants or business associates, which was produced by any employee or consultant of the Company in the course of his employment or consulting relationship or otherwise produced or acquired by or on behalf of the Company in relation to or potentially applicable to the Business. All proprietary information not generally known outside of the Company’s organization, and all proprietary Information so known only through improper means, shall be deemed “Confidential Information” for the greater of a period of seven (7) years after termination of employment or the expiration of the last patent or other legal recognition of intellectual property related to the Business. By example and without limiting the foregoing definition, Confidential Information shall include, but not be limited to: (i) formulas, research and development techniques, processes, trade secrets, computer programs, software, electronic codes, mask works, inventions, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results and research projects; (ii) information about costs, profits, markets, sales, contracts and lists of customers, vendors and distributors; (iii) business, marketing and strategic plans; (iv) concepts and ideas for media content for distribution by any means in any market; (v) forecasts, unpublished financial information, budgets, projections and customer identities, characteristics and agreements; and (vi) employee personnel files and compensation information. Confidential Information is to be broadly defined, and includes all information that has or could have commercial value or other utility in the business in which the Company is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Confidential Information by the Company.

7.            Noncompetition Obligations . For purposes of this Agreement, the term “ Restricted Period ” shall mean the period beginning on the date of this Agreement and ending upon the later of (a) termination of Executive’s employment with the Company under this Agreement or (b) the date of the last payment of Executive’s Base Salary under Section 4.5 or 4.6; provided, that if Employee is terminated for Cause, “ Restricted Period ” shall mean the period beginning on the date of this Agreement and ending on the date that is twelve (12) months from the date of termination of Executive’s employment with the Company. Executive expressly covenants and agrees that during the Restricted Period, Executive will not, directly or indirectly, on behalf of any other person, firm, limited liability company, partnership or corporation, as owner, employee, creditor, consultant or otherwise, engage in any aspect of the ticketing business as intended to be operated by the Company pursuant to the WT Acquisition in the United States or other locations where the Company may then be conducting its business (the “ Territory ”); provided, however , the beneficial ownership of less than five percent (5%) of the shares of stock of any publicly traded entity shall not be deemed to constitute a violation of this provision.

8.            Customer Non-Solicitation . Executive expressly covenants and agrees that during the Restricted Period, Executive will not solicit, divert, take away, or attempt to solicit, divert or take away, any of the Company’s customers or the business or patronage of any such customers, either for herself or on behalf of any other person, firm, partnership, limited liability company or corporation within the Territory.

9.            Executive Non-Solicitation . Executive expressly covenants and agrees that during the Restricted Period, Executive will not solicit, recruit or hire any other employee of the Company, either for herself or on behalf of any other person, firm, partnership, limited liability company or corporation.

10.          Non-Disparagement . Executive will not make any statement or take any action that is, or that is intended to be, slanderous, libelous, derogatory, harmful, damaging, detrimental or otherwise adverse to the Company, Loton or any of their affiliates or their respective officers, directors, managers, members, consultants, agents, representatives or employees or their respective businesses, operations, prospects, affairs or reputations among their respective customers, affiliated websites, advertisers, vendors, suppliers, shareholders, investors, analysts, competitors, employees, agents, consultants, contractors and representatives; provided, however , that the foregoing is not (a) intended to limit Executive’s ability to answer truthfully any questions of fact (as opposed to questions as to Executive’s opinion or belief) that may be put to Executive under oath in any litigation, arbitration or governmental investigative proceeding or (b) to limit the creation and distribution of editorial content by the Company under Executive’s direction which evaluates the products, services, and/or performance of any company doing business with the public.

11.          Enforcement.

11.1          Reasonableness of Restrictions . Executive acknowledges that compliance with this Agreement, including but not limited to Sections 6 through 11, is reasonable and necessary to protect the Company’s legitimate business interests, including but not limited to, the Company’s goodwill and maintaining the confidentiality of the Company’s Confidential Information.

11.2          Irreparable Harm . Executive acknowledges that a breach of Executive’s obligations under this Agreement will result in great, irreparable and continuing harm and damage to the Company for which there is no adequate remedy at law.

11.3          Injunctive Relief . Executive agrees that in the event Executive breaches this Agreement, the Company shall be entitled to seek, from any court of competent jurisdiction, preliminary and permanent injunctive relief to enforce the terms of this Agreement, in addition to any and all monetary damages allowed by law, against Executive.

11.4          Judicial Modification . The parties expressly agree that the character, duration and geographical scope of such provisions in this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. The parties have attempted to limit the Executive’s right to compete only to the extent necessary to protect the Company’s goodwill, proprietary and/or Confidential Information, and other business interests. The parties recognize, however , that reasonable people may differ in making such a determination. Consequently, the parties hereby agree that a court having jurisdiction over the enforcement of this Agreement shall exercise its power and authority to reform Executive’s covenants under Sections 6 through 11 above to the extent necessary to cause the limitations contained therein as to time, geographic area and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the Company’s goodwill, Confidential Information, and other business interests.

11.5          Legal Fees . In the event of any action in law or in equity for the purposes of enforcing any of the provisions of this Agreement, the prevailing party as determined by the trier of fact shall be entitled to recover its reasonable attorney fees, plus court costs and expenses, from the other party, to the extent permitted by applicable law.

12.          Miscellaneous.

12.1          Waiver; Amendment . This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof or thereof may be waived, only by a written instrument signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. The failure of a party to insist, in any one or more instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition. No waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.

12.2          Agreement Binding . This Agreement shall be binding upon and inure to the benefit of the Company, the Company’s successors, legal representatives and assigns; Executive and Executive’s heirs, executors, administrators and legal representatives.

12.3          Governing Law . This Agreement is made and entered into in the State of New York and concerns employment situated in said state. This Agreement shall be interpreted and construed in accordance with the laws of the State of New York.

12.4          Entire Agreement . This Agreement contains all the understandings and agreements between the parties concerning matters set forth in this Agreement. The terms of this Agreement supersede any and all prior statements, representations and agreements by or between the Company and Executive, or either of them, concerning the matters set forth in this Agreement.

12.5          Counterparts . This Agreement may be executed in one (1) or more counterparts, which when so executed shall constitute one (1) and the same agreement. Facsimile or .pdf signatures attached to this Agreement shall be as valid and binding as original signatures. The headings herein are for reference only and shall not affect the interpretation of this Agreement.

12.6          Voluntary Execution; Representations . Executive acknowledges that (a) he has consulted with or has had the opportunity to consult with independent counsel of his own choosing concerning this Agreement, and (b) he has read and understands this Agreement, is competent to execute this Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on his own judgment and without duress. The Company represents and warrants that it is fully authorized, by any person or body whose authorization is required, to enter into this Agreement and to perform its obligations hereunder. Executive hereby represents that Executive’s entry into this Agreement and performance of the services hereunder will not violate the terms or conditions of any other agreement to which Executive is a party.

12.7          Notices . Any notice or communication required or permitted by this Agreement shall be deemed sufficiently given if in writing and, if delivered personally, when it is delivered or, if delivered in another manner, the earlier of when it is actually received by the party to whom it is directed or when the period set forth below expires (whether or not it is actually received): (i) if deposited with the U.S. Postal Service, postage prepaid, and addressed to the party to receive it as set forth below, forty-eight (48) hours after such deposit as registered or certified mail; or (ii) if accepted by Federal Express or a similar delivery service in general usage for delivery to the address of the party to receive it as set forth next below, twenty-four (24) hours after the delivery time promised by the delivery service. Notices should be addressed as follows, or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party:

To the Company:

LiveXLive Tickets, Inc.

269 South Beverly Drive

Beverly Hills, CA 90212

Attn: Robert S. Ellin, Executive Chairman

Email: rob@livexlive.com

Tel: (310) 601-2500

With a copy to (which shall not constitute notice):

Foley Shechter LLP

211 East 43rd Street, Suite 609

New York, NY 10017

Attn: Sasha Ablovatskiy, Esq.

Facsimile: 917-688-4092

Email: sablovatskiy@foleyshechter.com

To Executive:

Richard Blakeley

2757 Clarendon Ct.

Valparaiso, IN 46385

Email: rblakeley@wantickets.com

Tel: 219-405-2483

With a copy to (which shall not constitute notice):

___________________

___________________

___________________

Attn:

Email:

Tel:

12.8          409A Compliance .     (a) This Agreement will be interpreted and administered in accordance with the applicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. To the extent payments and benefits are subject to Code § 409A, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the Treasury (collectively “ Section 409A ”).

(b)          Where the term “termination of employment” or “termination” or similar words and phrases describing termination of employment are used in this Agreement, such terms are to be read as satisfying the definition of a “separation from service” in Section 409A. It is understood that “separation from service” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). Neither Executive nor the Company has the right to accelerate or defer the delivery of any severance benefits or other benefits except to the extent specifically permitted or required by Section 409A.

(c)          All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant to this Agreement that are taxable to Executive shall in no event be paid later than the end of the calendar year following the calendar year in which Executive incurs such expense or pays the related tax. With regard to any provision in this Agreement for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

12.9          Public Company Obligations; Litigation and Regulatory Cooperation; Indemnification.

(a)         Executive acknowledges that the Company is a wholly owned subsidiary of Loton, a public company shares of whose common stock are quoted on the OTC Pink marketplace, and whose common stock will be registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), in connection with the Financing, and that this Agreement will be subject to the public filing requirements of the Exchange Act. In addition, both parties acknowledge that Executive’s compensation and perquisites (each as determined by the rules of the US Securities and Exchange Commission (the “ SEC ”) or any other regulatory body or exchange having jurisdiction) (which may include benefits or regular or occasional aid/assistance, such as recreation, club memberships, meals, education for his family, vehicle, lodging or clothing, occasional bonuses or anything else he receives, during the Term, in cash or in kind) paid or payable or received or receivable under this Agreement or otherwise, and his transactions and other dealings with the Company, may be required to be publicly disclosed.

(b)         Executive acknowledges and agrees that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public information and other requirements set forth in the Securities Act of 1933, as amended, the Exchange Act and rules and regulations promulgated by the SEC may apply to this Agreement and Executive’s employment with the Company.

(c)         During and after the Term, Executive shall reasonably cooperate with the Company in the defense or prosecution of any claims now in existence or which may be brought in the future against or on behalf of the Company, Loton or any of their affiliates that relate to events or occurrences that transpired while the Executive was employed by the Company or any Affiliates; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company, Loton or any of their affiliates at mutually convenient times. During and after the Term, Executive also shall cooperate fully with the Company to the extent commercially reasonable in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company or any of its affiliates. The Company shall reimburse Executive for his reasonable out-of-pocket costs and expenses incurred directly in connection with Executive’s performance under this Section 12.9, including, but not limited to, reasonable attorneys’ fees and costs.

[ Signatures on next page ]

IN WITNESS WHEREOF, the parties have set their hands as of the date first above written, and Executive acknowledges that he has read and understands the entire contents of this Agreement and that he has received a copy of this Agreement.

Exhibit 10.7

LOTON, CORP

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is dated May 5, 2017 (the “ Effective Date ”), by and between Loton, Corp, a Nevada corporation (the “ Company ”), and Richard Blakeley (the “ Grantee ”).

RECITALS

WHEREAS, the Grantee is an employee of LiveXLive, a Delaware corporation and a wholly owned subsidiary of the Company (“ LiveXLive Tickets ”);

WHEREAS, the Company desires to issue shares of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), to Grantee pursuant to that certain Employment Agreement, dated as of the Effective Date (the “ Employment Agreement ”), between LiveXLive Tickets and Grantee; and

WHEREAS, the parties hereto desire to memorialize grant of shares of Common Stock for the reasons set forth above.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.            Grant of Shares .

(a)          Upon the execution of this Agreement and the Employment Agreement, the Company shall issue to the Grantee $15,000 worth of restricted shares of Common Stock (the “ Shares ”) based on the fair market value of Common Stock at the time of such issuance, which shares shall vest on the first anniversary of the Effective Date (the “ Vesting Date ”), shall be subject a one-year lock-up period after the Vesting Date (the “ Lock-Up Period ”) and shall be subject to the terms and conditions of the Employment Agreement. The Shares shall be otherwise also subject to any lock-up conditions required by the underwriters in connection with the Financing (as defined in the Employment Agreement).

(b)          Following the Effective Date, the Company shall deliver to the Grantee a share certificate registered in his name for the Shares to be issued hereunder.

2.            Restriction Against Transfer .

(a)           Restrictions Imposed by this Agreement . The Grantee agrees that he will not transfer, assign, hypothecate, or in any way dispose of any of the Shares, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, until the end of the Lock-Up Period. Any purported transfer in violation of any provision of this Agreement shall be void and ineffectual, and shall not operate to transfer any interest or title to the purported transferee.

(b)           Federal Law Restrictions on Transfer . The Grantee hereby acknowledges that in addition to the restrictions imposed by subsection 2(a), above, the following restrictions also apply with respect to the Shares:

(i)          The Shares held by the Grantee must be held indefinitely unless registered under the Securities Act of 1933, as amended (the “ Act ”), or unless, in the opinion of counsel of the Company, an exemption from such registration is available;

(ii)         Only the Company may file a registration statement with the Securities and Exchange Commission (the “ SEC ”) and the Company is under no obligation to do so with respect to the Shares;

(iii)        Exemption from registration may not be available or may not permit the Grantee to transfer Shares in the amounts or at the times proposed by the Grantee;

(iv)        The Grantee has been advised that Rule 144 promulgated by the SEC under the Act (“ Rule 144 ”), which provides for certain limited, routine sales of unregistered securities through brokers, is not presently available with respect to the Shares and may never be available, and in any event, requires that the Shares be held and fully paid for within the meaning of Rule 144 for a minimum of one (1) year, and possibly longer, before they may be resold under Rule 144;

(v)         The Company is under no obligation to file any disclosure statement with the SEC or to furnish the Grantee with information to sell any of the Shares under Rule 144; and

(vi)        In reliance upon the representations of the Grantee set forth in Section 3 below, the Company has not registered the Shares with the SEC under the Act.

(c)           Representation by Transferee . The Grantee agrees that it will not transfer, assign, hypothecate, or in any way dispose of any of the Shares to a transferee until such transferee executes a written consent to be bound by the terms and conditions of this Agreement in form and substance satisfactory to the Company.

3.            Representations of the Acquiror . The Grantee represents and warrants to the Company that:

(a)          It is acquiring the Shares for its own account for investment only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Act;

(b)          It has no present intention of selling or otherwise disposing of all or any portion of the Shares, and no other person has any beneficial ownership in the Shares;

(c)          It has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition;

(d)          It has had ample opportunity to ask questions of and receive answers from the Company’s representatives concerning this investment and to obtain any and all documents requested in order to supplement or verify any of the information supplied; and

(e)          It recognizes (i) the lack of liquidity of the Shares and restrictions upon transferability thereof (e.g., that the undersigned may not be able to sell or dispose of them or use them as collateral for loans), and (ii) the qualifications and backgrounds of the principals of the Company, among other matters.

4.            Notices . All notices required or desired to be given pursuant to this Agreement shall be in writing and shall be personally served (including by commercial delivery or courier service) or given by mail or facsimile. Any notice given by mail shall be deemed to have been given and received when seventy-two (72) hours have elapsed from the time such notice was deposited in the United States mails, certified or registered and first-class postage prepaid, addressed, if intended to a party to this Agreement, at the address set forth below its signature or to such other address as such party may have designated by like written notice to each of the other parties from time to time.

5.            Refusal to Transfer . The Company shall not be required:

(a)          To transfer on its books any Shares that have been sold, given away, or otherwise transferred in violation of any provision set forth in this Agreement; or

(b)          To treat as owner of such Shares or to accord the right to receive dividends to any purchaser, donee, or other transferee to whom such Shares shall have been so transferred.

6.            Restriction on Certificates .

(a)           Legends . The Company and the Grantee agree that all certificates representing all Shares of the Company which at any time are subject to the provisions of this Agreement shall have endorsed upon them legends substantially similar to the following:

THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF THE VARIOUS STATES, AND HAVE BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM THE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDER THEREOF AT ANY TIME, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, FILED UNDER THE ACT COVERING THE SHARES, OR (2) UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE SHARES MAY BE TRANSFERRED WITHOUT REGISTRATION.

THESE SHARES HAVE NOT BEEN QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY ALSO BE RESTRICTED UNDER THE PROVISIONS OF SUCH LAWS. THESE SHARES MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY QUALIFIED OR ARE OTHERWISE EXEMPT FROM QUALIFICATION UNDER SUCH LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT , BETWEEN THE COMPANY AND THE HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

(b)           Stop Transfer Instructions . The Grantee agrees that in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, with respect to such certificates or instruments and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

7.            Code Section 83(b) Election . Grantee acknowledges that he has been informed and is aware of the following income tax consequences resulting from the receipt and vesting of the Shares:

(a)          Grantee will be taxed on the fair market value of the Shares as and when the restrictions lapse in accordance with the provisions of this Agreement and any related agreement (such fair market value determined on such vesting dates), unless Grantee files an election pursuant to Section 83(b) of the Code (and any similar state tax provisions if applicable). If such an election is made, Grantee will be taxed currently on the full fair market value of the Shares on the Effective Date. Any such election must be filed by Grantee with the Internal Revenue Service and, if necessary, the proper state taxing authorities, within 30 days of the receipt of the Shares . A form of Election under Section 83(b) is attached hereto. GRANTEE ACKNOWLEDGES THAT IT IS HIS OR HER SOLE RESPONSIBILITY AND NOT THE COMPANY’S (i) TO DETERMINE WHETHER OR NOT TO MAKE ANY ELECTION UNDER SECTION 83(b) OF THE CODE, AND (ii) IF GRANTEE DETERMINES TO MAKE ANY SUCH ELECTION, TO TIMELY FILE SUCH ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF GRANTEE ASKS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON HIS OR HER BEHALF. Grantee must obtain its own counsel to determine whether Grantee is eligible to make an 83(b) election and Grantee’s compliance with all tax reporting obligations relating to the Agreement, and the Company makes no representations with regard to any reporting obligations of the Grantee including the filing of an 83(b) election or the form attached hereto.

(b)          Grantee shall notify the Company immediately in writing in the event Grantee makes an election under Section 83(b) of the Code (or any successor provision) or corresponding provisions of state or local tax laws with respect to the Shares.

8.            General Provisions .

(a)           Severability . In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby.

(b)           Construction . All pronouns used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular or plural as identification of the person or persons, firm or firms, corporation or corporations may require.

(c)           Governing Law . This Agreement shall be governed by the laws of the State of Nevada, without regard to its conflicts of laws rules or provisions.

(d)           Amendment . No amendment or variation of the terms of this Agreement, with or without consideration, shall be valid unless made in writing and signed by all of the parties to this Agreement at the time of such amendment.

(e)           Inurement . Subject to the restrictions against transfer or assignment contained herein, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the parties. The Grantee agrees that it will not hypothecate or otherwise create or suffer to exist any lien, claim, or encumbrance upon any of its Shares at any time subject hereto, other than an encumbrance created or permitted by this Agreement.

(f)           Entire Agreement . This Agreement and the Employment Agreement contain the entire understanding between the parties concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties, relating to the subject matter of this Agreement and the Employment Agreement which are not fully expressed herein or therein.

(g)           Further Instruments . The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

(h)           Counterparts; Originals . This Agreement may be executed in one or more counterparts and by .pdf or facsimile, each of which shall be deemed an original and all of which together shall constitute one instrument.

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

SECTION 83(b) TAX ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

Address: ___________________________________________________________

Social Security No.: __________________

NOTE:                 To make the election, this form must be filed with the Internal Revenue Service Center with which taxpayer files his/her Federal income tax returns. The filing must be made within thirty (30) days after the Effective Date of the Restricted Stock Agreement.