WOWIO,INC. WARRANT

Exhibit 10.19

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF (THE “WARRANT SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, OFFERED FOR SALE OR SOLD UNLESS (A) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, OFFER FOR SALE OR SALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

WOWIO, INC.

WARRANT

This Warrant (the “Warrant”), dated December 16, 2010 (the “Effective Date”) evidences the right of Scott Dyke, an individual (“Holder”) to purchase 1,000,000 shares of the Common Stock, par value $0.0001 per share (“Common Stock”) of Wowio, Inc., a Texas corporation (the “Company”), at an initial price of $0.25 per share (the “Exercise Price”), subject to the terms and conditions hereinafter set forth. This Warrant has been issued in connection with the private sale of shares of Common Stock to Holder.

1. Term of Warrant. The Warrant may be exercised, in whole or in part, only in accordance with the terms and conditions hereinafter set forth and only during the period commencing on the Effective Date and ending at 5:00 p.m. on the earliest of (i) the third anniversary of the Effective Date; (ii) that date which is 30 days after the date notice is given to the Holder of the commencement of a securities offering by the Company in which the Company offers equity securities valued at $1,000,000 or more for sale; (iii) the closing date of a transaction or series of transactions in which the Company sells or otherwise disposes of all or substantially all of its property or business; or (iv) the closing date of a transaction in which the Company merges with or into or consolidates with any other corporation, limited liability company or other entity (other than a wholly-owned subsidiary of the Company) other than a transaction in which the stockholders of the Company immediately prior to the transaction own a majority of the voting power of the surviving corporation following the transaction, in which case lawful and adequate provision shall be made whereby this Warrant shall thereafter evidence the right to purchase such number and kind of securities and other property as would have been issuable or distributable on account of such merger or consolidation with respect to the securities which were purchasable under the Warrant immediately prior to the merger or consolidation, and the successor corporation (if other than the Company) resulting from such merger or consolidation shall assume the obligation to deliver to the Holder such shares of stock or other securities as, in accordance with the foregoing provisions, the Holder is entitled to purchase (as applicable, the “Warrant Term”). The Company shall provide the Holder a minimum of thirty days prior written notice of the date upon which this Warrant shall terminate in accordance with clauses (iii) and (iv) of this Section 1 and transactions of the type described in such clauses are hereinafter collectively referred to as “Termination Transactions”.

2. Exercise of Warrant. The Warrant shall be exercisable as follows:

3. Stock Fully Paid; Reservation of Warrant Shares. The Company covenants and agrees that all Warrant Shares will, upon issuance and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees that during the Warrant Term the Company will at all times have authorized and reserved for the purpose of the issue upon exercise of the Warrant at least the number of Warrant Shares as are issuable upon the exercise of the Warrant.

4. Adjustment of Exercise Price and/or Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of the Warrants and the payment of the aggregate Exercise Price shall be subject to adjustment from time to time upon the happening of certain events, as follows:

5. Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a Termination Transaction, 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 the transaction.

6. Fractional Warrant Shares. No fractional Warrant Shares will be issued in connection with any subscription hereunder hut, in lieu of such fractional Warrant Shares, the Company shall make a cash payment therefor upon the basis of the fair market value of the Warrant Shares.

7. Nontransferability of Warrant. The Warrant may be exercised only by the Holder, and may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, in whole or in part, either voluntarily or involuntarily by operation of law.

8. 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 bond and/or indemnity, 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.

9. No Rights as Stockholder. The Holder of the Warrant, as such, shall not be entitled to vote or receive dividends or be considered a stockholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on the Holder hereof, as such, any rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action, to receive notice of meetings of stockholders, to receive dividends or subscription rights or otherwise.

10. Amendment or Waiver. Any term of this Warrant may be amended or waived only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each transferee of this Warrant.

11. Representations_-Warranties and Covenants of the Company. As of the date hereof and as of the Exercise Date, the Company represents, warrants, covenants and agrees as follows:

12. Holder’s Representations, Warranties and Covenants. As of the date hereof and as of the Exercise Date, Holder represents, warrants, covenants and agrees as follows:

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF (THE “WARRANT SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES _ ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, OFFERED FOR SALE OR SOLD UNLESS (A) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, OFFER FOR SALE OR SALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

13. 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 13 prior to 5:00 p.m. (Los Angeles, California time), (ii) the next Business 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 Business Day or later than 5:00 p.m. (Los Angeles, California time) on any Business Day, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service, (iv) three Business Day after deposit in the United States mail, or (v) upon actual receipt by the party to whom such notice is required to be given. “Business D ” shall mean any day except a Saturday, Sunday or other day on which commercial banks in Los Angeles, California, are required or authorized by law to close.

The address for such notices or communications shall be as set forth below:

if to the Company:

Wowio, Inc.

3545 Motor Avenue, 3rd Floor

Los Angeles, CA 90034

Attention: Brian Altounian

Fax Number: (310) 276-2799

with a copy to:

Wowio, Inc.

3545 Motor Avenue, 3rd Floor

Los Angeles, CA 90034

Attention: Nathan Huffman, Esq.

Fax Number: (310) 276-2799

if to the Holder:

Scott Dyke

with a copy to:

Telephone:

Fax Number:

14. Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto, shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

15. Attorney’s Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the substantially prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

16. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, the parties agree to renegotiate such provision(s) in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Warrant, (b) the balance of this Warrant shall be interpreted as if such provision were so excluded, and (c) the balance of the Warrant shall be enforceable in accordance with its terns.

I7. Entire Agreement. This Warrant, and the documents referred to herein, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.

IN WITNESS WHEREOF, the parties hereto have duly executed this Warrant as of the day and year first above written.

WOWIO, I C.

HOLDER