Exhibit 4.1


 


THIS WARRANT AND THE UNDERLYING
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE
ACT OR UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.


 


LIFE CARE MEDICAL DEVICES
LIMITED


 


April
9, 2013


 


 


This Certifies That,
for value received, ___________ or his assigns (the “Holder”), is entitled to subscribe for and
purchase from LIFE CARE MEDICAL DEVICES LIMITED, a Nevada corporation (the “Company”), such number
of Exercise Shares as provided herein at the Exercise Price as provided herein. This Warrant is being issued pursuant to the terms
of that certain Convertible Loan Agreement and Promissory Note, of even date herewith, by and among the Company and Holder (the
“Agreement”).


 


1.                 
Definitions. Capitalized terms used but not defined herein
shall have the meanings set forth in the Agreement, as applicable. As used herein, the following terms shall have the following
respective meanings:


 


(a)                                      
“Common Stock” shall mean the common stock of the Company.


 


(b)                                      “Exercise
Period” shall mean the period commencing on the date of issuance of this Warrant and ending three (3) years after
the date of issuance of this Warrant. 


 


(c)                                      “Exercise
Price” of this Warrant shall be $1.00 per share.


 


(d)                                      “Exercise
Share” shall mean each of the fully paid and non-assessable shares of Common Stock for which this Warrant is exercisable.
At the Exercise Price of $1.00 per share, the number of Exercise Shares shall be _______________.


 


2.Exercise
of Warrant. 


 


2.1
Vesting and Exercise. This Warrant will be fully vested and exercisable upon issuance. The rights represented
by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period, by delivery of the following
to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder):


 


		(a)	An executed Notice of Exercise in the form attached hereto;



 


		(b)	Payment of the Exercise Price by wire transfer of immediately
available funds, subject to Paragraph 2.2 below; and



 


		(c)	This Warrant.



 






    	 



    	 	



    
 


Upon the exercise of the rights represented by this Warrant,
a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or Holder’s designee(s),
shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been
so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of Exercise Shares
purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Exercise Shares for which
this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Exercise Shares purchasable hereunder.


 


The person in whose name any certificate or certificates for
Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares
on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery
of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books
of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.


 


2.2Net (Cashless)
Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one Exercise Share is greater
than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash,
the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled)
by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which
event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula:


 


X = Y (A-B)


A


 


Where X =   the number of Exercise Shares to be issued
to the Holder


 


	Y =	the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant being canceled (at the date of such calculation)
	 	 
	A =	the fair market value of one Exercise Share (at the date of such calculation)
	 	 
	B =	Exercise Price (as adjusted to the date of such calculation)


 


For purposes of the above calculation, the fair market value
of one Exercise Share shall be (a) the closing price of the Company’s Common Stock on a national securities exchange or the
over-the-counter market on the trading day immediately prior to the date of exercise or (b) if no such market price exists, determined
by the Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant
to this Section 2.2 in connection with a public offering of Common Stock, the fair market value per share shall be the per
share offering price to the public in such public offering.


 






    	 



    	 	



    
 


2.3Securities
for Which Warrant is Exercisable.  This Warrant shall be exercisable, in whole or in part, and from time to time, for Common
Stock of the Company.


 


3.Covenants
of the Company.


 


3.1Covenants
as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and non-assessable, and free
from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company
will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of
shares of Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise
Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant,
then, in addition to such other remedies as may be available to Holder, including, without limitation, pursuant to the Note, the
Company will take such corporate action as shall be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purposes.


 


3.2Notices of
Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to the
Holder, at least ten (10) days prior to the applicable date, a notice specifying the date on which any such record is to be taken
for the purpose of such dividend or distribution.


 


3.3No Impairment.
The Holder’s rights, preferences and privileges granted under and/or in connection with this Warrant may not be amended,
modified or waived without the Holder’s prior written consent.


 


3.4Piggyback
Registration Rights. The Holder will be entitled to “piggy-back” registration
rights with respect to the Exercise Shares that are issued pursuant to any exercise of this Warrant, to the extent that capacity
is available in a registration as determined by the Company in its commercially reasonable discretion.


 


4.Representations
of Holder.


 


4.1Acquisition
of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant and the Exercise Shares
solely for its account for investment and not with a view to or for sale or distribution of said Warrant or Exercise Shares, or
any part thereof, except in compliance with applicable federal and state securities laws. The Holder also represents and warrants
that the all legal and beneficial interests in the Warrant and the Exercise Shares which the Holder is acquiring are being acquired
for, and will be held for, its account only.


 






    	 



    	 	



    
 


4.2Securities
Are Not Registered.


 


(a) The Holder understands
that the Warrant and the Exercise Shares have not been registered under the Act on the basis that no distribution or public offering
of the stock of the Company is to be effected by the Holder. The Holder realizes that the basis for the exemption may not be present
if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable
period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing
the securities. The Holder represents and warrants that it has no such present intention.


 


(b) The Holder recognizes
that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Act or an
exemption from such registration is available.


 


(c) The Holder is aware
that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions
are met, including, among other things, the availability of certain current public information about the Company, the resale following
the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified
limitations.


 


4.3Disposition
of Warrant and Exercise Shares.


 


The Holder understands
and agrees that any Exercise Shares issued pursuant to exercise of this Warrant will not be registered at the time of issuance,
and all certificates evidencing the Shares to be issued to the Holder may bear the following legend:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR UNLESS SUCH TRANSACTION
IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.


 


4.4Accredited
Investor Status. The Holder is an “accredited investor” as defined in Regulation D promulgated under
the Act.


 


5.Adjustment
of Exercise Price and Exercise Shares. 


 


1.1.           
5.1Changes in Securities. In the event of changes in the Common Stock by reason of stock dividends, splits, recapitalizations,
reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the aggregate
number of Exercise Shares then available under the Warrant and the Exercise Price thereof shall be correspondingly adjusted to
give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the same shares as the Holder would have owned
had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring
adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to
this Warrant. . In case of any merger, consolidation or reorganization of the Company (or any other corporation the stock or securities
of which are at the time receivable upon the exercise of this Warrant) on or after the date hereof, then the Holder, upon the exercise
hereof at any time after the consummation of such change, merger, consolidation or reorganization, shall be entitled to receive,
in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock
or other securities or property to which such Holder would have been entitled upon such consummation if such holder had exercised
this Warrant immediately prior thereto, and the Exercise Price therefore shall be appropriately adjusted, all subject to further
adjustment as provided in this Section.


 






    	 



    	 	



    
 


6.Fractional
Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Exercise Shares (including fractions) to be issued upon exercise of this Warrant shall be aggregated for purposes of
determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would
result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise
entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of one
Exercise Share by such fraction.


 


7.Transfer
of Warrant. Subject to applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part,
at any time or times by the Holder, upon delivery of this Warrant and the form of assignment attached hereto to any transferee
designated by Holder and permitted under applicable securities laws. The transferee shall sign a customary investment letter in
form and substance reasonably satisfactory to the Company.


 


8.Lost,
Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on
such terms as to indemnification by the Holder or otherwise as it may reasonably impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a replacement Warrant of the same denomination and tenor as the Warrant so lost,
stolen, mutilated or destroyed. Upon the issuance of any such replacement Warrant, the original Warrant shall become null and void
without the necessity of any further action on the part of the Company.


 


9.Amendment.
Any term of this Warrant may be amended or waived only with the advance written consent of the Company and the Holder.


 


10.Notices,
etc. All notices required or permitted hereunder shall be in writing and shall be effective upon delivery to the recipient.
All communications shall be sent to the Company and to the Holder at the addresses listed on the signature page hereof or at such
other address as the Company or Holder may designate by written notice to the other parties hereto.


 


11.Governing
Law. This Warrant and all rights, obligations and liabilities hereunder shall be governed by and construed under the
laws of the State of Delaware without giving effect to conflicts of laws principles.


 


[Signature Page Follows]


 






    	 



    	 	



    
 


In Witness Whereof,
the Company has caused this Warrant to be executed by its duly authorized officer as of the date first written above.


 


	 	LIFE CARE MEDICAL DEVICES LIMITED
	 	 
	 	 
	 	By:	 
	 	 	 
	 	Name:	Glenn Foley
	 	 	 
	 	Title:	Chairman and CEO
	 	 	 
	 	Address:	 
	 	 	 	 


 


 


ACKNOWLEDGED AND AGREED:


 


Holder


 


	 	 
	 	 
	 	 


 






    	 



    	 	



    
 


NOTICE
OF EXERCISE


 


TO:
LIFE CARE MEDICAL DEVICES LIMITED


 


(1)      ̈          The undersigned hereby elects to purchase
________ shares of Common Stock (the “Exercise Shares”) of LIFE CARE MEDICAL DEVICES LIMITED (the
“Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.


 


 ̈          The undersigned hereby elects
to purchase ________ shares of Common Stock (the “Exercise Shares”) of LIFE CARE MEDICAL DEVICES LIMITED
(the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 2.1 of
the attached Warrant, and shall tender payment of all applicable transfer taxes, if any.


 


(2)     Please issue a certificate or certificates representing
said Exercise Shares in the name of the undersigned or in such other name as is specified below:


 


________________________


(Name)


 


________________________


________________________


(Address)


 


(3)     The undersigned represents
that (i) the aforesaid Exercise Shares are 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, except in accordance with applicable federal and state securities laws; (ii) the undersigned is aware
of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach
an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making
investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable
of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned
understands that Exercise Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions
of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed
herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the
aforesaid Exercise Shares may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met
and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use
of the Rule is the availability of current information to the public about the Company; and (vi) the undersigned agrees not to
make any disposition of all or any part of the aforesaid shares of Exercise Shares unless and until there is then in effect a registration
statement under the Securities Act covering such proposed disposition or unless such transaction is in compliance with applicable
federal and state securities laws.


 






    	 



    	 	



    
 


	 	 	 
	(Date)	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Print name)



 






    	 



    	 	



    
 


ASSIGNMENT
FORM


 


(To assign the foregoing Warrant, execute
this form and supply required information. Do not use this form to purchase shares.)


 


For Value Received,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)




 


 


Dated: __________, 20__


 


	Holder’s	 	 
	Signature: 	 	 
	 	 	 
	Holder’s	 	 
	Address: 	 	 


 


 


NOTE: The signature to this Assignment Form must correspond
with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.