LOTON, CORP

LOTON, CORP

0000 Xxxxxxxx Xxxx.

Xxx Xxxxxxx, XX 00000

Xxxxx 00, 0000

XXXX Corp.

c/x Xxxxxx Management, Inc.

00000 Xxxxxxx Xxxxxx., Xxxxx 000

Xxxxxx Xxxxx, XX 00000

Re: Termination of Reimbursement Agreement

Dear Sir or Madam,

This letter is sent with reference to that certain Reimbursement Agreement (the “Reimbursement Agreement”) dated January 29, 2014, between Loton, Corp (“Loton”) and JJAT Corp. (“JJAT”).

Pursuant to the Reimbursement Agreement, JJAT had agreed to pay and reimburse Loton for all Transaction Expenses in connection with the Transaction (as such terms are defined in the Reimbursement Agreement). However, on or about the date of this letter, Loton has or will acquire by merger all of JJAT’s outstanding capital stock of XXXX Camden Holdings Limited, through its wholly-owned subsidiary, KoKo (Camden) Holdings (US), Inc. (the “Loton Acquisition”). As a result, of the Loton Acquisition, the terms of the Reimbursement Agreement are no longer applicable because Loton has received the benefit of the Transaction through the acquisition of XXXX Camden Holdings Limited, and the Reimbursement Agreement is hereby terminated as of the date hereof, and JJAT shall have no further obligations thereunder.

Sincerely,

LOTON, CORP

By:

Name:  Xxxxx Xxxxxxxxxx

Title:  Chief Financial Officer

AGREED AND ACKNOWLEDGED:

JJAT CORP.

By:

Name: Xxxxxx Xxxxx

Title: Executive Chairman and President