Exhibit 10.1

THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

LOTON, CORP

COMMON STOCK WARRANT

Effective Date: December 1, 2014

Loton, Corp, a Nevada corporation (the “ Company ”) hereby certifies that, for value received, (together with his/its registered assigns, “ Holder ”), is entitled to purchase from the Company up to 50,000 shares of Common Stock (each such share, a “ Warrant Share ” and all such shares, the “ Warrant Shares ”), at any time and from time to time from and after December 1, 2014 (the “ First Exercise Date ”), through and including November 30, 2018 (the “ Expiration Date ”), subject to the following terms and conditions set forth below.

The parties agree and acknowledge that this Warrant (i) is issued as of the Effective Date listed above and (ii) as consideration for this Warrant, the Holder hereby releases the Company and its principals from any and all claims relating to the Holder’s present or prior investments in the Company and from any other claim, existing on or prior to the Effective Date.

1.                   Definitions . As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1.

“ Business Day ” means any day except Saturday, Sunday and any day that is a federal legal holiday in the United States or a day on which banking institutions in the State of California are authorized or required by law or other government action to close.

“ California Courts ” means the state and federal courts sitting in Los Angeles County, California.

“ Common Stock ” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified.

“ Exercise Price ” means $0.01.

“ Person ” means any entity, corporation, company, association, joint venture, joint stock company, partnership (whether general, limited or limited liability), trust, limited liability company, real estate investment trust, organization, individual (including any personal representative, executor or heir of a deceased individual), nation, state, government (including any agency, department, bureau, board, division or instrumentality thereof), trustee, receiver or liquidator.

“ Trading Day ” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the highest tier of the OTC Markets on which the Common Stock is then quoted (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

2.                   Registration of Warrant . The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3.                   Registration of Transfers . The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

4.                   Exercise and Duration of Warrants . This Warrant shall be exercisable by the registered Holder at any time and from time to time from and after the First Exercise Date through and including the Expiration Date. At 5:00 p.m., Los Angeles time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder.

5.                   Delivery of Warrant Shares .

(a)                 To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which shall bear a restricted stock legend under the Securities Act, similar to the one on the face of this Warrant, unless (i) such exercise is pursuant to Section 10(b) and (ii) as of the Date of Exercise the Holder is not, and has not been for the previous 90 days, an “affiliate” of the Company (as defined in Rule 144 under the Securities Act). A “ Date of Exercise ” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.

6.                   Charges, Taxes and Expenses . Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7.                   Replacement of Warrant . If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

8.                   Reservation of Warrant Shares . The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

9.                   Payment of Exercise Price . The Holder shall pay the Exercise Price in cash.

10.               Notices . Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 5:00 p.m. (Los Angeles time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 5:00 p.m. (Los Angeles time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (i) if to the Company, to Loton Corp., 620 North Beverly Drive, Beverly Hills, CA 90210, Attn: Executive Chairman, or to Facsimile No.: ( 310) 601-2510 (or such other address as the Company shall indicate in writing in accordance with this Section), or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section.

11.               Investor Representations .

(a)                 Holder hereby confirms that this Warrant and any shares of Common Stock or other securities of the Company issued upon exercise hereof (collectively, “ Securities ”) are or will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder further represents that it does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

(b)                Holder is, and upon any issuance of Securities will be, an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(c)                 Holder has the requisite knowledge and experience in financial and business matters to assess the relative merits and risks of investment in the Securities and has had a full opportunity to discuss with the Company all material aspects of investment in the Securities, including the opportunity to ask, and to receive answers to its full satisfaction, regarding such questions as it has deemed necessary to evaluate such investment.

(d)                Except to the extent specifically set forth herein, the Company is making no representations and warranties with respect to the Company or the Securities.

12.               Miscellaneous .

(a)                 This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.

(b)                All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein contemplated (“ Proceedings ”) (whether brought against a party hereto or its respective affiliates, employees or agents) shall be commenced exclusively in the California Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the California Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any California Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(c)                 The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d)                In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e)                 Prior to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

AGREED AND ACKNOWLEDGED:

____________________________________

____________________________________

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Exhibit 10.2

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2014, by and between John Petrocelli (the “Consultant ”) and Loton, Corp. (“ Client ”).

WHEREAS, Consultant is experienced in the online streaming business;

WHEREAS, Client desires to retain the services of Consultant to assist Client with various aspects of its online streaming business; and

WHEREAS, Consultant desires to provide consulting services for the benefit of Client using his business knowledge, skills, experience and abilities.

NOW THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto hereby agree as follows:

1.           Services to be Provided. Consultant shall assist Client by providing the services described on Exhibit A attached hereto.

2.           Right of Control; Relationship of Parties. Consultant is an independent contractor and, as such, shall have reasonable control over the means and manner by which the services called for by this Agreement and as requested by Client are performed; provided,   however , that all of such services will be performed personally by Consultant. Consultant represents that he is not subject to any preexisting obligation or obligations inconsistent with the provisions of this Agreement.

3.           Exclusivity of Services. Consultant is providing services to Client on an exclusive basis for live music festival digital streaming rights aggregation only, except with respect to services related to business activities for which Client fails to exercise its Right of First Refusal and its Right of Last Offer pursuant to Section 6 below. Consultant shall devote only so much of his productive time, ability and attention as is necessary to provide the services to Client.

4.           Fee; Payment. As payment and consideration for the services to be provided by Consultant hereunder, Client agrees to pay Consultant such compensation set forth on Exhibit B attached hereto.

5.           Expenses. Consultant shall be reimbursed by Client for reasonable out-of-pocket expenses actually incurred and paid by the Consultant, consistent with the rendering to Client the services provided for in this Agreement, upon presentation of appropriate documentation for such expenses; provided,   however , that Consultant shall not incur any expenses in excess of $500 without the prior consent of Client or its authorized agents. Consultant shall be responsible for all normal overhead expenses of operating its consulting business.

6.           Right of First Refusal and Last Offer. During the term of this Agreement, each time the Consultant is aware of any business opportunity in the area of festival digital rights aggregation for streaming services (“ Business Opportunity ”), Consultant shall offer Client the right to participate in the Business Opportunity (and provide Client all reasonably requested information relating to such Business Opportunity) prior to offering such Business Opportunity to a third party (such right, the “ Right of First Refusal ”) . If Client exercises its Right of First Refusal, Consultant shall use its best commercial efforts to assist Client in completing any and all transactions relating to such Business Opportunity. In the event Client fails to exercise its Right of First Refusal within 30 days of being notified by Consultant and the Consultant subsequently receives a bona fide offer by a third party to enter into the Business Opportunity, Client shall have a right to enter in such Business Opportunity on the same terms and conditions offered by such third party (such right, the “ Right of Last Offer ”) .

7.           Tax Obligations. Consultant understands and agrees that he is solely responsible for all income and/or other tax obligations, if any, including but not limited to all reporting and payment obligations, if any, which may arise as a consequence of any payment under this Agreement.

8.           No Benefits. Consultant understands and agrees that since he is not an employee of Client, he will not be entitled to any of the benefits provided to employees of Client, including, but not limited to holidays off with pay; vacation time off with pay, paid leaves of absence of any kind; and insurance coverage of any kind, specifically including, but not limited to, medical and dental insurance, workers' compensation insurance and state disability insurance.

9.           Indemnification.

(a)          Consultant will indemnify, hold harmless, and defend Client and its affiliates, officers, directors, partners, members, shareholders, employees and agents from and against any losses, claims, damages or liabilities (or actions in respect thereof) (“ Covered Claims ”) arising out of or relating to (i) any violation of any law, rule or regulation relating to the services provided by Consultant to Client pursuant to this Agreement, (ii) any breach by Consultant of any representation, warranty or agreement contained in this Agreement, or (iii) any willful misconduct, bad faith or negligence by Consultant in the performance of, or failure to perform, its obligations under this Agreement, except to the extent that any such Covered Claim is caused by Client’s breach of this Agreement or willful misconduct, bad faith or negligence in the performance of, or failure to perform, its obligations under this Agreement.

(b)          Client will indemnify, hold harmless, and defend Consultant and his affiliates, officers, directors, partners, members, shareholders, employees and agents from and against any Covered Claims arising out of or relating to (i) any violation of any law, rule or regulation by Client relating to this engagement, (ii) any breach by Client of any representation, warranty or agreement contained in this Agreement, or (iii) any willful misconduct, bad faith or negligence by Client in the performance of, or failure to perform, its obligations under this Agreement, except to the extent that any such Covered Claim is caused by Consultant’s breach of this Agreement or willful misconduct, bad faith or negligence in the performance of, or failure to perform, his obligations under this Agreement.

(c)          Promptly after receipt of notice of any claim or complaint or the commencement of any action or proceeding with respect to which an indemnified party is entitled to seek indemnification hereunder, the indemnified party will notify the other party in writing of such claim or complaint or the commencement of such action or proceeding. The indemnifying party will be entitled to participate at its or his own expense in the defense or, if it or he so elects within a reasonable time after receipt of such notice, to assume the defense of any suit so brought, which defense will be conducted by counsel chosen by it or him and satisfactory to the indemnified party or parties. In the event that an indemnified party elects to assume the defense of any such suit and retain such counsel, the indemnified party or parties will bear the fees and expenses of any additional counsel thereafter retained by it, him or them.

10.         Confidentiality .

(a)          Consultant agrees that he will not, unless authorized in writing by Client, disclose to any person and will hold in the strictest of confidence any confidential or proprietary information, whether of a technical, financial, commercial or other nature, received directly or indirectly from Client (“ Confidential Information ”). Consultant will limit the disclosure of Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of this Agreement. Consultant will use reasonable care to prevent his employees and agents from violating the foregoing restrictions.

(b)          Notwithstanding the above, Confidential Information may be disclosed to the extent required by law or by an order or decree of any court or other governmental authority; provided, however, that Consultant will, if legally compelled to disclose such information: (i) provide Client with prompt written notice of that fact so that Client may attempt to obtain a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement; (ii) disclose only that portion of the information that Consultant’s legal counsel advises is legally required; and (iii) endeavor to obtain assurance that confidential treatment will be accorded the information so disclosed.

(c)          Consultant agrees that certain breaches of this Agreement with respect to confidentiality may cause potentially irreparable harm, and that monetary damages would not be sufficient to compensate Client for such harm. In the event of a breach of these provisions by Consultant, Client may seek temporary and permanent injunctive relief (without the necessity of proving actual damages or the posting of a bond) as well as other equitable relief, and will be entitled to commence an action for any such relief in any court of competent jurisdiction.

(d)          Client agrees that the confidentiality provisions set forth in Sections 10(a)-(c) hereof shall apply to the same extent on a reciprocal basis in favor of Consultant.

11.          Term and Termination. This Agreement will remain in full force and effect until terminated by either party on 10 days’ prior written notice to the other party. The Agreement may be terminated immediately on written notice to the other party hereto on the dissolution, insolvency or bankruptcy of any party. Upon the termination of this Agreement, compensation shall continue to be paid, or otherwise adjusted, as provided for in Exhibit B hereto. The provisions of Sections 4, 5, 7, 9, 10 and 16 of this Agreement will survive termination of this Agreement.

12.          Inspection Right. Client agrees, subject to applicable law and upon reasonable notice, to afford Consultant and his agents, accountants and attorneys, in connection with reviewing the fees payable to the Consultant under Exhibit B , reasonable access during normal business hours, to its books and records, employees, properties and all other information reasonably requested by the Consultant or his agents, accountants or attorneys.

13.          Status of Parties. Consultant will be an independent contractor (rather than employee, agent or representative) of Client, and Consultant will not have the right, power or authority to enter into any contract or to create any obligation on behalf of Client or otherwise bind Client in any way. Nothing in this Agreement will create a partnership, joint venture, agency, association, syndicate, unincorporated business or any other similar relationship between the parties. Nothing in this Agreement will be construed to imply that Consultant is a partner, shareholder, manager, managing member or member of Client.

14.          Full Time Employment. Consultant and Client agree that upon Consultant successfully sourcing five streaming service business transactions as set forth in paragraph 3 of Exhibit B (the “Five Deal Completion ”), Consultant and Client shall negotiate in good faith, within 45 days of the Five Deal Completion, for Client to hire Consultant as a full time employee of Client for a period of two years, with such employment to provide for a salary and other benefits and compensation commensurate with similarly situated executives in the digital streaming industry.

15.          Option to Acquire. Consultant agrees that upon the Five Deal Completion, the Client shall have the option to acquire 100% of the ownership interest of Bulldog Digital Media for the purchase price of 500,000 common shares of the Client, subject to customary due diligence by the Client and Consultant.

16.          Miscellaneous.

(a)           Notices. Any notice required or desired to be delivered under this Agreement will be effective on actual receipt and will be in writing and (i) delivered personally, (ii) sent by first class mail or overnight delivery, postage prepaid, or (iii) electronic mail to the parties at the following address or such other address as the parties from time to time specify in writing:

(b)           Choice of Law. This Agreement shall be governed by the laws of the State of California (without application of any choice of law principles).

(c)           Successors; Assignment. This Agreement shall be binding upon the successors and assigns of the parties hereto, but neither of the parties hereto shall assign this Agreement without the prior written consent of the other party. Any purported assignment in violation of this Agreement shall be void.

(d)           Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Facsimiles (including facsimiles of the signature pages of this Agreement) will have the same legal effect hereunder as originals.

(e)           Interpretation. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.

(f)           Amendment; Waiver. This Agreement may not be modified, except in writing, signed by all parties hereto. No waiver of any provision of this Agreement will be implied from any course of dealing between the parties hereto either before or after the Effective Date or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

(g)           Severability. If any provision of this Agreement is or should become inconsistent with any present or future law, rule, or regulation of any governmental or regulatory authority having jurisdiction over the subject matter of this Agreement, such provision will be deemed rescinded or modified in accordance with any such law, rule or regulation.

(h)           Arbitration and Venue. The parties agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to binding arbitration in accordance with the terms hereof. Such arbitration may be initiated by either party serving upon the other notice stating that the notifying party desires to have such controversy reviewed by a single arbitrator to be conducted in accordance with and subject to the rules of JAMS in effect from time to time. The arbitration proceedings shall be conducted in Los Angeles, California. The decision in writing of the arbitrator shall be final and conclusive upon the parties. The costs and expenses of arbitration, including the compensation and expenses of the arbitrator, shall be borne by the non-prevailing parties as the arbitrator may determine. Any party may apply to any court which has jurisdiction for an order confirming the award. Any right of either party to judicial action on any matter subject to arbitration hereunder is hereby waived, except suit to enforce the arbitration award.

(i)           Independent Counsel; Entire Agreement . The parties hereto certify that they have read the foregoing Agreement, that they fully understand its terms and conditions, that they have been assisted by independent counsel in understanding the terms of this Agreement, that the foregoing terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof, that no promises or understandings (whether written or oral) have been made other than those stated above, and that this Agreement supersedes any and all prior arrangements that may have existed concerning the subject matter hereof.

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

By:

/s/ Robert Ellin

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