Exhibit 4.19


 


THIS WARRANT AND 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: ______________


 


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 ______ 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 ____________ (the “First Exercise Date”), through and including ____________ (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 per Warrant Share.


 


“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.


 


(a)          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.


 


(b)          Notwithstanding
any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or
a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned
upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior
to the consummation of such transaction.


 


5.       
   Delivery of Warrant Shares. 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 (unless registered under the Securities Act and any applicable state
securities laws) shall bear a restricted stock legend under the Securities Act, similar to the one on the face of this
Warrant.


 


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, 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.


 




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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. 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.         Adjustments
of Exercise Price and Number of Warrant Shares.


 


(a)          Stock
Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide
its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into
a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that
the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would
have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the
kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter
be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per
Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become
effective immediately after the effective date of such event retroactive to the record date, if any, for such event.


 


(b)          Voluntary
Adjustment by the Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(c)          Notice
of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by registered or
certified mail, return receipt requested, to the Holder notice of such adjustment or adjustments setting forth the number of Warrant
Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant
Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment
and setting forth the computation by which such adjustment was made. Such notice, in the absence of manifest error, shall be conclusive
evidence of the correctness of such adjustment.


 




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11.         Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation, or sell, transfer or otherwise dispose of all or substantially
all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”),
are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter
to receive upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith
by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant
is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For
purposes of this Section 11, “common stock of the successor or acquiring corporation” shall include stock of such corporation
of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible
into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified
event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11
shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 


12.         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., 269 South Beverly Drive, Beverly Hills, CA 90212, 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.


 


13.         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. Upon exercise of this Warrant, unless the Securities
being acquired are registered under the Securities Act and any applicable state securities laws or an exemption from such registration
is available, Holder shall confirm in writing that the Securities so purchased are being acquired for investment and not with a
view toward distribution or resale in violation of the Securities Act and shall confirm such other matters related thereto as may
be reasonably requested by the Company. Exercise of this Warrant shall be subject to compliance with all applicable securities
laws.


 


(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.


 




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(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.


 


14.         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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


 




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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.


 


	 	LOTON, CORP
	 	 
	 	By:	 
	 	Name: Robert Ellin 
	 	Title: Executive Chairman & President


 


	AGREED AND ACKNOWLEDGED:	 
	 	 
	 	 
	 	 
	 	 


 




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EXERCISE
NOTICE

LOTON, CORP


 


WARRANT
EFFECTIVE ____________________


 


The undersigned Holder hereby irrevocably
elects to purchase _____________ shares of Common Stock pursuant to the above referenced Warrant. Capitalized terms used herein
and not otherwise defined have the respective meanings set forth in the Warrant.


 


(1)         The
undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Warrant.


 


(2)         The
Holder intends that payment of the Exercise Price shall be made as a “Cash Exercise”.


 


(3)         The
Holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.


 


(4)         The
undersigned represents that the aforesaid shares being acquired for the account of the undersigned for investment and not with
a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing
or reselling such shares, all except as in compliance with applicable securities laws, and that the undersigned is an “accredited
investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.


 


(5)         Pursuant
to this Exercise Notice, the Company shall deliver to the holder _______________ Warrant Shares in accordance with the terms of
the Warrant.


 


	Dated:___________________, ______	 	Name of Holder:
	 	 	 
	 	 	[__________________________]
	 	 	 
	 	 	(Print) ______________________________________
	 	 	 
	 	 	By:________________________________________
	 	 	Name:______________________________________
	 	 	Title:_______________________________________
	 	 	 
	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)


 




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Warrant Shares Exercise Log


 


	Date	Number of Warrant Shares

Available to be Exercised	Number of Warrant Shares

Exercised	Number of

Warrant Shares

Remaining to be

Exercised
	
         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 	 


 




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loton,
corp


 


WARRANT
ORIGINALLY ISSUED ____________________




WARRANT 


 


FORM
OF ASSIGNMENT


 


[To be completed and
signed only upon transfer of Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned
Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to
transfer said right on the books of the Company with full power of substitution in the premises.


 


In connection with
such sale, assignment or transfer of this Warrant, the undersigned hereby confirms that:


 


 ̈        such
sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act as then in
effect and any applicable state securities law then in effect) of this Warrant or the shares of capital stock of the Company issuable
thereunder and has attached hereto a written opinion of the undersigned’s counsel to that effect; or


 


 ̈        such
sale, transfer or other disposition has been registered under the Securities Act of 1933, as amended, and registered and/or qualified
under all applicable state securities laws.


 


Dated:  _______________, ____


 


	 	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 
	 	 
	 	Address of Transferee
	 	 
	 	 
	 	 
	 	 


 


In the presence of:


 


______________________________


 




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