Common Stock Purchase Warrant


     

     

    
      	THIS
              WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
              (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE
              SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
              STATE SECURITIES OR BLUE SKY LAWS (“BLUE SKY LAWS”). NO TRANSFER, SALE,
              ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES
              OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
              BLUE
              SKY LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED BOTH WITH AN
              OPINION
              OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY
              TO THE CORPORATION, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED
              BECAUSE
              OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
              ACT AND APPLICABLE BLUE SKY LAWS, AND WITH ASSURANCES THAT THE TRANSFER,
              SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION WILL BE
              MADE
              ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH REGISTRATION OR
              EXEMPTION.


    

    
EXHIBIT
      4.1.2

     

    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

    OF

    PUREDEPTH,
      INC.

     

     

    
      	Warrant
              No.: D [  ]	
              Date:
                July [  ], 2006

            


    

     

     

    This
      certifies that,
      for
      value received, [    ], or its successors or assigns
      (collectively, the “Holder”) is entitled to purchase from PureDepth, Inc.
      (the “Corporation”), [  ] (  ) fully paid and nonassessable
      shares (the “Shares”) of the Corporation’s common stock (the “Common
      Stock”), at an exercise price of One Dollar and Twenty Cents ($1.20008) per
      Share (the “Exercise Price”), subject to adjustment as herein provided. This
      Warrant may be exercised by Holder at any time from and after the date hereof
      until the date three years from the date hereof, at which time all of Holder’s
      rights hereunder shall expire.

     

    This
      Warrant is subject to the following provisions, terms and
      conditions:

     

    1. Exercise
      of Warrant.
      The
      rights represented by this Warrant may be exercised by the Holder, in whole
      or
      in part (but not as to any fractional shares of Common Stock), by the surrender
      of this Warrant (properly endorsed, if required, at the Corporation’s principal
      office, or such other office or agency of the Corporation as the Corporation
      may
      designate by notice in writing to the Holder at the address of such Holder
      appearing on the Corporation’s books at any time within the period above
      indicated), and upon payment to it by certified check, bank draft or cash of
      the
      purchase price for such Shares. The Corporation agrees that the Shares so
      purchased shall be deemed to be issued to the Holder as the record owner of
      such
      Shares as of the close of business on the date on which this Warrant shall
      have
      been surrendered and payment for such Shares shall have been made as aforesaid.
      Certificates for the Shares so purchased shall be delivered to the Holder within
      a reasonable time, not exceeding 30 days, after the rights represented by this
      Warrant shall have been so exercised and, unless this Warrant has expired,
      a new
      Warrant representing the number of Shares, if any, with respect to which this
      Warrant shall not then have been exercised shall also be delivered to the Holder
      within such time. The Corporation may require that any such new Warrant or
      any
      certificate for Shares purchased upon the exercise hereof bear a legend
      substantially similar to that which is contained on the face of this
      Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Transferability.
      This
      Warrant is issued upon the following terms, to which Holder consents and
      agrees:

     

    (a) Until
      this Warrant is transferred on the books of the Corporation, the Corporation
      will treat the Holder of this Warrant, registered as such on the books of the
      Corporation, as the absolute owner hereof for all purposes without effect given
      to any notice to the contrary.

     

    (b) This
      Warrant may not be exercised, and this Warrant and the Shares underlying this
      Warrant shall not be transferable, except in compliance with all applicable
      state and federal securities laws, regulations and orders, and with all other
      applicable laws, regulations and orders.

     

    (c) The
      Warrant may not be transferred, and the Shares issuable upon exercise of this
      Warrant, may not be transferred without the Holder obtaining an opinion of
      counsel, which opinion and counsel are satisfactory to the Corporation, stating
      that the proposed transaction will not result in a prohibited transaction under
      the Securities Act and applicable Blue Sky Laws. By accepting this Warrant,
      the
      Holder agrees to act in accordance with any conditions imposed on such transfer
      by any such opinion of counsel.

     

    (d) Neither
      the issuance of this Warrant nor the issuance of the Shares issuable upon
      exercise of this Warrant have been registered under the Securities
      Act.

     

    3. Certain
      Covenants of the Corporation.
      The
      Corporation covenants and agrees that all Shares which may be issued upon the
      exercise of the rights represented by this Warrant, upon issuance and full
      payment for the Shares so purchased, will be duly authorized and issued, fully
      paid and nonassessable and free from all taxes, liens and charges with respect
      to the issue hereof, except those that may be created by or imposed upon the
      Holder or its property. The Corporation further covenants and agrees that during
      the period within which the rights represented by this Warrant may be exercised,
      the Corporation will at all times have authorized and available, free of
      preemptive or other rights, for the purpose of issue upon exercise of the
      purchase rights evidenced by this Warrant, a sufficient number of shares of
      its
      Common Stock to provide for the full exercise of the rights represented by
      this
      Warrant.

     

    4. Adjustment
      of Exercise Price and Number of Shares.
      The
      Exercise Price and number of Shares are subject to the following
      adjustments:

     

    (a) Stock
      Dividend, Stock Split or Stock Combination.
      If (i)
      any dividends on any class of the Corporation’s capital stock payable in Common
      Stock or securities convertible into or exercisable for Common Stock
      (collectively, “Common Stock Equivalents”) shall be paid by the Corporation,
      (ii) the Corporation shall divide its then-outstanding shares of Common Stock
      into a greater number of shares, or (iii) the Corporation shall combine its
      outstanding shares of Common Stock, by reclassification or otherwise, then,
      in
      any such event, the Exercise Price in effect immediately prior to such event
      shall (until adjusted again pursuant hereto) be adjusted immediately after
      such
      event to a price (calculated to the nearest full cent) equal to the quotient
      of
      (x) the number of shares of Common Stock outstanding immediately prior to such
      event, multiplied by the Exercise Price in effect immediately prior to such
      event, divided by (y) the total number of shares of Common Stock outstanding
      immediately after such event. No adjustment of the Exercise Price shall be
      made
      if the amount of such adjustment shall be less than $.05 per Share; but any
      such
      adjustment not required then to be made shall be carried forward and shall
      be
      made at the time and together with the any subsequent adjustment(s) which,
      together with any adjustment(s) so carried forward, shall amount to not less
      than $.05 per Share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Anti-Dilution
      Adjustment.
      In the
      event the Corporation shall issue warrants to purchase Common Stock to any
      party
      at less than the Exercise Price (as adjusted in this Section 4),
      the
      Exercise Price with respect to any shares issuable upon exercise of this Warrant
      shall be reduced to the exercise price of the warrants issued to such party;
      provided,
      that
      this Section 4(b)
      shall
      not apply with respect to any warrants issued for other than cash consideration
      to the Corporation, including, without limitation, warrants issued (i) to
      employees, consultants or directors pursuant to plans or arrangements approved
      by the Corporation’s board of directors; (ii) for services or property provided
      to the Corporation, including technology or other non-cash assets; (iii) as
      a
      dividend or other distribution; (iv) in a strategic partnership, joint venture,
      merger, consolidation, acquisition or similar business combination that is
      approved by the Corporation’s board of directors; (v) pursuant to credit, lease
      or other commercial financing arrangements with parties not affiliated with
      the
      Corporation that are approved by the Corporation’s board of directors; (vi)
      pursuant to any rights or agreements outstanding on the original issue date;
      or
      (vii) if the Holder agrees that such rights shall not constitute a warrant
      as
      set forth herein.

     

    (c) Number
      of Shares Issuable on Exercise of Warrants.
      Upon
      each adjustment of the Exercise Price pursuant to this Section, the Holder
      shall
      thereafter (until another such adjustment) be entitled to purchase, at the
      adjusted Exercise Price, the number of Shares, calculated to the nearest full
      Share, equal to the quotient of (i) the product of (A) the number of Shares
      issuable under this Warrant (as then adjusted pursuant hereto prior to the
      current adjustment), multiplied by (B) the Exercise Price in effect prior to
      such adjustment, divided by (ii) the adjusted Exercise Price.

     

    (d) Notice
      of Adjustment.
      Upon
      any adjustment of the Exercise Price and any increase or decrease in the number
      of Shares of Common Stock issuable upon the exercise of the Warrant, then,
      and
      in each such case, the Corporation shall within 30 days thereafter give written
      notice thereof, by first-class mail, postage prepaid, addressed to each Holder
      as shown on the books of the Corporation. Any such notice shall state the
      adjusted Exercise Price and adjusted number of Shares issuable upon the exercise
      of the Warrant, and shall set forth in reasonable detail the methods of
      calculation of such adjustments and the facts upon which such calculations
      were
      based.

     

    (e) Effect
      of Reorganization, Reclassification or Merger.
      If at
      any time while this Warrant is outstanding there should be (i) any
      reorganization of the Corporation’s capital stock (other than splits or
      combinations of Common Stock contemplated by and provided for in Section
4(a)),
      (ii)
      any consolidation or merger of the Corporation with another corporation, limited
      liability company, partnership or other business entity, or any sale,
      conveyance, lease or other transfer by the Corporation of all or substantially
      all of its property to any other corporation, limited liability company,
      partnership or other business entity, which is effected in such a manner that
      the holders of Common Stock shall be entitled to receive cash, stock, securities
      or assets with respect to or in exchange for Common Stock, or (iii) any dividend
      or any other distribution upon any class of the Corporation’s capital stock
      payable in capital stock of a different class, other securities of the
      Corporation, or other Corporation property (other than cash), then, as a part
      of
      such transaction, lawful provision shall be made so that Holder shall have
      the
      right thereafter to receive, upon the exercise hereof, the number of shares
      of
      stock or other securities or property of the Corporation or of the successor
      entity resulting from a consolidation or merger, or of the entity to which
      the
      property of the Corporation has been sold, conveyed, leased or otherwise
      transferred, as the case may be, which the Holder would have been entitled
      to
      receive upon such capital reorganization, reclassification of capital stock,
      consolidation, merger, sale, conveyance, lease or other transfer, if this
      Warrant had been exercised immediately prior to such capital reorganization,
      reclassification of capital stock, consolidation, merger, sale, conveyance,
      lease or other transfer. In any such case, appropriate adjustments (as
      determined by the Corporation’s board of directors, in their discretion) shall
      be made in the application of the provisions of this Warrant to the end that
      the
      provisions set forth herein shall thereafter be applicable, as near as
      reasonably may be, in relation to any shares or other property thereafter
      deliverable upon the exercise of the Warrant as if the Warrant had been
      exercised immediately prior to such capital reorganization, reclassification
      of
      capital stock, such consolidation, merger, sale, conveyance, lease or other
      transfer and the Holder had carried out the terms of the exchange as provided
      for by such capital reorganization, consolidation or merger.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. No
      Rights as Shareholder.
      This
      Warrant shall not entitle the Holder hereof to any voting rights or other rights
      as a shareholder of the Corporation.

     

    6. Piggyback
      Registration Rights. If
      at any
      time within two (2) years
      after complete exercise of this Warrant the Corporation proposes to register
      under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement
      or
      any successor forms thereto) or qualify for a public distribution under Section
      3(b) of the 1933 Act, any of its securities, it will notify the Holder hereof
      at
      least twenty (20) days prior to each such filing and will use its best efforts
      to include in the Registration Statement (to the extent permitted by applicable
      regulation) the Shares purchased or purchasable by the Holder upon the exercise
      of the Warrant to the extent requested by the Holder hereof within ten (10)
      days
      after receipt of notice of such filing (which request shall specify the interest
      in this Warrant or the Shares intended to be sold or disposed of by such Holder
      and describe the nature of any proposed sale or other disposition thereof);
      provided,
      however,
      that if
      a greater number of Shares is offered for participation in the proposed offering
      than in the reasonable opinion of the managing underwriter of the proposed
      offering can be accommodated without adversely affecting the proposed offering,
      then the amount of Shares proposed to be offered by such Holders for
      registration, as well as the number of securities of any other selling
      shareholders participating in the registration, shall be proportionately reduced
      to a number deemed satisfactory by the managing underwriter. In the event of
      such a reduction, the Holder hereby agrees that, for a period of 180 days after
      the consummation of a primary public offering by the Corporation of its
      securities (the “Offering Date”), if any, the Holder, upon request of the
      managing underwriter, will not, directly or indirectly, offer to sell,
      hypothecate, contract to sell, grant any option to purchase, pledge or otherwise
      dispose of, any shares of Common Stock issued upon exercise of this Warrant
      beneficially owned by the undersigned on the Offering Date and not permitted
      to
      be included in such registration statement. The undersigned also agrees and
      consents to the entry of stop transfer instructions with the Corporation’s
      transfer agent and registrar against the transfer of such shares except in
      compliance with the foregoing restrictions. This agreement is irrevocable and
      will be binding on the undersigned and the undersigned’s successors, heirs,
      personal representative and assigns. The Corporation shall bear all expenses
      and
      fees incurred in connection with the preparation, filing, and amendment of
      the
      Registration Statement with the Commission, except that the Holder shall pay
      all
      fees, disbursements and expenses of any counsel or expert retained by the Holder
      and all underwriting discounts and commissions, filing fees and any transfer
      or
      other taxes relating to the Shares included in the Registration Statement.
      The
      Holder of this Warrant agrees to cooperate with the Corporation in the
      preparation and filing of any Registration Statement, and in the furnishing
      of
      information concerning the Holder for inclusion therein, or in any efforts
      by
      the Company to establish that the proposed sale is exempt under the 1933 Act
      as
      to any proposed distribution.  

     

    7. Loss
      or Mutilation.
      Upon
      receipt by the Corporation from Holder of evidence reasonably satisfactory
      to it
      of the ownership of and the loss, theft, destruction or mutilation of this
      Warrant and indemnity reasonably satisfactory to the Corporation, and in case
      of
      mutilation upon surrender and cancellation hereof, the Corporation will execute
      and deliver in lieu hereof a new Warrant of like tenor to Holder; provided,
      however,
      in the
      case of mutilation no indemnity shall be required if this Warrant in
      identifiable form is surrendered to the Corporation for
      cancellation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Delaware without regard to its conflicts-of-law
      provisions.

     

    9. Amendments
      and Waivers.
      The
      provisions of this Warrant may not be amended, modified or supplemented, and
      waiver or consents to departures from the provisions hereof may not be given,
      unless the Corporation agrees in writing and has obtained the written consent
      of
      the Holder.

     

    10. Successors
      and Assigns.
      All the
      terms and conditions of this Warrant shall be binding upon and inure to the
      benefit of the permitted successors and assigns of the Corporation and
      Holder.

     

    11. Headings
      and References.
      The
      headings of this Warrant are for convenience only and shall not affect the
      interpretation of this Warrant. Unless the context indicates otherwise, all
      references herein to Sections are references to Sections of this
      Warrant.

     

    12. Notices.
      All
      notices or communications hereunder, except as herein otherwise specifically
      provided, shall be in writing. Notices sent to the Holder shall be mailed,
      hand
      delivered or faxed and confirmed to the Holder at his, her or its address set
      forth in the Corporation’s records. Notices sent to the Corporation shall be
      mailed, hand delivered or faxed and confirmed to PureDepth, Inc., c/o Fred
      Angelopoulos, 255 Shoreline Drive, Suite 610, Redwood City, California 94065,
      or
      to such other address as the Corporation or the Holder shall notify the other
      as
      provided in this Section.

     

    13. Counterparts.
      This
      warrant may be executed by the Corporation and attested to in
      counterparts.

     

    Signature
      Page would follow in the actual document