Exhibit 10.24


 


STOCK OPTION AGREEMENT


 


LOTON, CORP.


 


THIS STOCK OPTION AGREEMENT (this “Agreement”)
is entered into as of the ___ day of ______________, 201__ (the “Date of Grant”)


 


		BETWEEN:	LOTON, CORP., a company incorporated pursuant to
the laws of the State of Nevada (the “Company”),



 


		AND:	[_______________], of ________________________________
(the “Optionee”).



 


WHEREAS:


 


A.           The
Board of Directors of the Company (the “Board”) has approved and adopted the Loton, Corp. 2016 Equity Incentive Plan
(the “2016 Plan”), pursuant to which the Board is authorized to grant to employees and other selected service providers
and persons, including members of the Board, stock options to purchase common shares of the Company (the “Common Stock”);


 


B.           The
2016 Plan provides for the granting of stock options that either (i) are intended to qualify as “Incentive Stock Options”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not satisfy
the requirements for qualification under Section 422 of the Code (“Nonstatutory Stock Options”); and


 


C.           The
Board has authorized the grant to Optionee of options to purchase a total of [_______________] ([____]) shares of Common
Stock (the “Options”), which Options are intended to be (select one):


 





		 ̈	Incentive Stock Options;



 


		x	Nonstatutory Stock Options





 


NOW THEREFORE, the Company agrees to offer
to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, [__________] ([____])
shares of Common Stock. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the 2016 Plan.


 


1.             Exercise
Price. The exercise price of the options shall be US$[_____] per share.


 


2.             Limitation
on the Number of Shares. If the Options granted hereby are Incentive Stock Options, the number of shares which may be acquired
upon exercise thereof is subject to the limitations set forth in Section 6(a) of the 2016 Plan.


 


3.             Vesting
Schedule. The Options shall vest in accordance with Exhibit A attached hereto.


 


4.             Options
not Transferable. Subject to Section 13 of the 2016 Plan, the Options may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent or distribution
or, in the case of a Nonstatutory Stock Option, pursuant to a qualified domestic relations order, and shall not be subject to execution,
attachment or similar process; provided, however , that if the Options represent a Nonstatutory Stock Option, such Option
is transferable without payment of consideration to immediate family members of the Optionee or to trusts or partnerships established
exclusively for the benefit of the Optionee and Optionee’s immediate family members. Upon any attempt to transfer, pledge,
hypothecate or otherwise dispose of any Option or of any right or privilege conferred by the 2016 Plan contrary to the provisions
thereof, or upon the sale, levy or attachment or similar process upon the rights and privileges conferred by the 2016 Plan, such
Option shall thereupon terminate and become null and void.


 


5.             Investment
Intent. By accepting the Options, the Optionee represents and agrees that none of the shares of Common Stock purchased upon
exercise of the Options will be distributed in violation of applicable federal and state laws and regulations. In addition, the
Company may require, as a condition of exercising the Options, that the Optionee execute an undertaking, in such a form as the
Company shall reasonably specify, that the Stock is being purchased only for investment and without any then-present intention
to sell or distribute such shares.


 


6.             Termination
of Employment and Options. Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the
first of the following events:


 


		(a)	Expiration. [__________] ([____]) years from the Date of Grant.



 






     


     


    

 


		(b)	Termination for Cause. The date of the first discovery by the Company of any reason for
the termination of an Optionee’s employment or contractual relationship with the Company or any related company for cause
(as determined in the sole discretion of the Administrator (as defined in the 2016 Plan)), and, if an Optionee’s employment
is suspended pending any investigation by the Company as to whether the Optionee’s employment should be terminated for cause,
the Optionee’s rights under this Agreement and the 2016 Plan shall likewise be suspended during the period of any such investigation.



 


		(c)	Termination Due to Death or Disability. Subject to Section 6(d)(iii) of the 2016 Plan, the
expiration of six (6) months from the date of the death of the Optionee or cessation of an Optionee’s employment or contractual
relationship by reason of Disability (within the meaning of Section 22(e) of the Code) (but in no event later than the expiration
of the term of such Option as set forth in this Agreement). Subject to Section 6(d)(iv) of the 2016 Plan, if an Optionee’s
employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the
person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws
of descent and distribution.



 


		(d)	Termination For Any Other Reason. If the Optionee’s employment or contractual relationship
terminates for reasons other than those described in the preceding Sections 6(b) or 6(c), then the Option shall terminate, to the
extent not previously exercised, in accordance with Section 6(a).





 


Each unvested Option granted pursuant hereto
shall terminate immediately upon termination of the Optionee’s employment or contractual relationship with the Company for
any reason whatsoever, including Disability unless vesting is accelerated in accordance with the 2016 Plan.


 


7.           Stock.
In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement, the number
of shares and exercise price shall be proportionately adjusted as set forth in Section 14(a) of the 2016 Plan.


 


8.           Exercise
of Option. Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however,
that any Optionee who is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934,
as amended, with respect to the Common Stock shall be precluded from selling or transferring any Common Stock or other security
underlying an Option during the six (6) months immediately following the grant of that Option. If less than all of the shares included
in the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration
of the Option term. Only whole shares may be issued pursuant to an Option, and to the extent that an Option covers less than one
(1) share, it is unexercisable.


 


Each exercise of the Option shall be by
means of delivery of a notice of election to exercise (which may be in the form attached hereto as Exhibit B) to the Chief
Financial Officer of the Company at its principal executive office, specifying the number of shares of Common Stock to be purchased
and accompanied by payment in cash by certified check or cashier’s check in the amount of the full exercise price for the
Common Stock to be purchased. In addition to payment in cash by certified check or cashier’s check, an Optionee or transferee
of an Option may pay for all or any portion of the aggregate exercise price by complying with one or more of the following alternatives:


 


		(a)	by delivering to the Company shares of Common Stock
previously held by such person, duly endorsed for transfer to the Company, or by the Company withholding shares of Common Stock
otherwise deliverable pursuant to exercise of the Option, which shares of Common Stock received or withheld shall have a fair
market value at the date of exercise (as determined by the Administrator) equal to the aggregate purchase price to be paid by
the Optionee upon such exercise; or


 


		(b)	by complying with any other payment mechanism approved
by the Administrator at the time of exercise.


 


It is a condition precedent to the issuance
of shares of Common Stock that the Optionee execute and/or deliver to the Company all documents and withholding taxes required
in accordance with Section 15 of the 2016 Plan.


 


9.           Holding
period for Incentive Stock Options. In order to obtain the tax treatment provided for Incentive Stock Options by Section 422
of the Code, the shares of Common Stock received upon exercising any Incentive Stock Options received pursuant to this Agreement
must be sold, if at all, after a date which is later of two (2) years from the date of this Agreement is entered into or one (1)
year from the date upon which the Options are exercised. The Optionee agrees to report sales of shares prior to the above determined
date to the Company within one (1) business day after such sale is concluded. The Optionee also agrees to pay to the Company, within
five (5) business days after such sale is concluded, the amount necessary for the Company to satisfy its withholding requirement
required by the Code. Nothing in this Section 9 is intended as a representation that Common Stock may be sold without registration
under state and federal securities laws or an exemption therefrom or that such registration or exemption will be available at any
specified time.


 


10.         Resale
restrictions may apply. Any resale of the shares of Common Stock received upon exercising any Options will be subject to resale
restrictions contained in the securities legislation applicable to the Optionee. The Optionee acknowledges and agrees that the
Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions.


 






     


     


    

 


11.         Subject
to 2016 Plan. The terms of the Options are subject to the provisions of the 2016 Plan, as the same may from time to time be
amended, and any inconsistencies between this Agreement and the 2016 Plan, as the same may be from time to time amended, shall
be governed by the provisions of the 2016 Plan, a copy of which has been delivered to the Optionee, and which is available for
inspection at the principal offices of the Company.


 


12.         Professional
Advice. The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences
under federal and state tax and securities laws which may vary depending upon the individual circumstances of the Optionee. Accordingly,
the Optionee acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in connection with
this Agreement and his or her dealings with respect to Options. Without limiting other matters to be considered with the assistance
of the Optionee’s professional advisors, the Optionee should consider: (a) whether upon the exercise of Options, the Optionee
will file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code and the implications of alternative
minimum tax pursuant to the Code; (b) the merits and risks of an investment in the underlying shares of Common Stock; and (c) any
resale restrictions that might apply under applicable securities laws.


 


13.         No
Employment Commitment. The grant of the Options shall in no way constitute any form of agreement or understanding binding on
the Company or any Related Company, express or implied, that the Company or any Related Company will employ or contract with the
Optionee, for any length of time, nor shall it interfere in any way with the Company’s or, where applicable, a Related Company’s
right to terminate Optionee’s employment at any time, which right is hereby reserved.


 


14.         Entire
Agreement. This Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this
Agreement and the 2016 Plan supersede all prior and contemporaneous oral and written statements and representations and contain
the entire agreement between the parties with respect to the Options.


 


15.         Notices.
Any notice required or permitted to be made or given hereunder shall be mailed or delivered personally to the addresses set forth
below, or as changed from time to time by written notice to the other:


 


	The Company:	Loton, Corp.
	 	269 South Beverly Drive
	 	Beverly Hills, California 90212
	 	Attention:  Chief Executive Officer


 


	With a copy to:	Foley Shechter, LLP
	 	129 W. 29th Street, 5th Floor
	 	New York, New York 10001
	 	Attention: Jonathan Shechter, Esq.


 


	The Optionee:	[name]
	 	[address]


 


	LOTON, CORP.	 
	 	 
	Per:	 	 
	 	Authorized Signatory	 
	 	 
	 	 
	(Name of Optionee - Please type or print)	 
	 	 
	 	 
	(Signature and, if applicable, Office)	 


 




     


     


    

 


EXHIBIT A


 


TERMS OF THE OPTION


 


	Name of the Optionee:	[__________]
	 	 
	Date of Grant:	[__________]
	 	 
	Designation:	Nonstatutory Stock Options
	 	 
	1.          Number of Options granted:	[__________] shares
	 	 
	2.          Purchase Price:	$[___] per share
	 	 
	3.          Vesting Dates:	[__________]
	 	 
	4.          Expiration Date:	[__________]


 




     


     


    

 


EXHIBIT B


 


		To:	Loton, Corp.


269 South Beverly Drive


Beverly Hills, California 90212


Attention: Chief Executive Officer


 


Notice of Election to Exercise


 


This Notice of Election to Exercise shall
constitute proper notice under the Loton, Corp.’s (the “Company”) 2016 Equity Incentive Plan (the “2016
Plan”) pursuant to Section 8 of that certain Stock Option Agreement (the “Agreement”) dated as of
the [___] day of [______], 201__, between the Company and the undersigned.


 


The undersigned hereby elects to exercise
Optionee’s option to purchase __________________ shares of the common stock of the Company at a price of US$[__] per share,
for aggregate consideration of US$__________, on the terms and conditions set forth in the Agreement and the 2016 Plan. Such aggregate
consideration, in the form specified in Section 8 of the Agreement, accompanies this notice.


 


The Optionee hereby directs the Company
to issue, register and deliver the certificates representing the shares as follows:


 


	Optionee Information:	 	Delivery Instructions:
	 	 	 
	Name to appear on certificates	 	Name
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	 	 	 
	 	 	Telephone Number


 


DATED at ____________________________________, the _______ day
of ________________________, 201__.


 


	 	 
	 	(Name of Optionee - Please type or print)
	 	 
	 	 
	 	(Signature and, if applicable, Office)
	 	 
	 	 
	 	(Address of Optionee)
	 	 
	 	 
	 	(City, State, and Zip Code of Optionee)