Exhibit 10.1


 





faTHIS WARRANT AND THE SECURITIES UNDERLYING
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER. 


 


ADAPTIVE MEDIAS, INC.


 


WARRANT


 


TO PURCHASE COMMON STOCK OF THE COMPANY


 


	Warrant No. 2015-___	Issue Date: ___________


 


FOR VALUE RECEIVED,
ADAPTIVE MEDIAS, INC., a Nevada corporation (the “Company”), grants the following rights to _____,
and his permitted assigns, heirs, executors and administrators (individually and collectively, the “Holder”),
as of the ___ day of _____, 2015 (the “Issue Date”). This warrant (the “Warrant”)
has been issued by the Company in connection with that certain Common Stock and Warrant Purchase Agreement by and between the Company
and Holder dated as of the Issue Date (the “Agreement”).


 


Section 1.              Grant.


 


The Holder is hereby
granted the right (collectively, the “Purchase Rights”), in accordance with the terms and conditions
of this Warrant, from the date hereof until the expiration of the Exercise Period (as defined in Section 2(d) hereof), to purchase
from the Company that number of fully paid and non-assessable shares of the common stock (the “Common Stock”)
of the Company, set forth in Section 2 hereof, at the Exercise Price (as defined in Section 2 hereof), upon delivery to the Company
of this Warrant along with the Notice of Exercise form attached as Exhibit 1 hereto, duly executed, and upon tender of the
Exercise Price for the shares of Common Stock to be purchased, which payment shall be made in cash, wire transfer or bank cashier’s
check.


 


Section 2.              Number of Shares
of Common Stock Purchasable; Exercise Period.


 


(a)              Subject to the other provisions
of this Section 2, this Warrant entitles the Holder to purchase _______ shares of the Company’s Common Stock (“Warrant
Shares”) exercisable at $____ (the “Exercise Price”).


 


(b)              In case prior to the expiration
of the Purchase Rights by exercise or by the terms of this Warrant, the Company shall undertake any reclassification, stock split,
reverse stock split, stock dividend or any similar proportionately-applied change (collectively, a “Reclassification”)
of outstanding shares of Common Stock (other than a change solely in, of, or from par value), the Holder shall thereafter be entitled,
upon exercise of this Warrant for the same total consideration as presently required, to purchase the kind and amount of shares
of stock and other securities and property receivable upon such Reclassification by a holder of the number of shares of Common
Stock which this Warrant entitles the Holder hereof to purchase immediately prior to such Reclassification. Notice of any such
Reclassification shall be given to the Holder pursuant to Section 9 hereof.


 






    	 



    	 



    

 


(c)              In case prior to the expiration
of the Purchase Rights by exercise or by the terms of this Warrant, the Company shall determine to consolidate or merge with, or
convey all, or substantially all, of its property or assets to, any other corporation or corporations, or to dissolve, liquidate
or wind up, then, as a condition precedent to such consolidation, merger, conveyance, dissolution, liquidation or winding up, notice
shall be given to the Holder pursuant to Section 9 hereof and lawful and adequate provision shall be made whereby the Holder shall
thereafter have the right to receive from the Company or from the Company’s successors or assigns, as the case may be, upon
the basis and upon the terms and conditions specified in this Warrant, in lieu of the shares of Common Stock of the Company theretofore
purchasable upon the exercise of the Purchase Rights, such shares of stock, securities, or assets as may be issued or payable with
respect to, or in exchange for, the number of shares of Common Stock of the Company theretofore purchasable upon the exercise of
the Purchase Rights had such consolidation, merger, conveyance, dissolution, liquidation or winding-up not taken place; and in
any such event the rights of the Holder to an adjustment of the number of shares of Common Stock purchasable upon the exercise
of the Purchase Rights as herein provided, shall continue and be preserved in respect of any stock or securities which the Holder
becomes entitled to purchase.


 


(d)              The Purchase Rights
represented hereby shall be exercisable in whole or in part from time to time, subject to the terms and conditions set forth herein,
after the Issue Date of this Warrant until 5:00 p.m. Eastern time on the fifth anniversary of the Issue Date hereof (the “Exercise
Period”).


 


Section 3.              Exercise.


 


The Purchase Rights
represented by this Warrant are exercisable at the option of the Holder in whole or in part from time to time, subject to the terms
and conditions set forth herein, during the Exercise Period upon the delivery of the Notice of Exercise form to the Company with
such notice duly executed and upon tender of the Exercise Price for the shares of Common Stock to be purchased, which payment shall
be made in cash, wire transfer or bank cashier’s check. The Purchase Rights shall be deemed to have been exercised, and the
Holder shall be deemed to have become a stockholder of record of the Company for the purposes of receiving dividends and for all
other purposes whatsoever with respect to the shares of Common Stock so purchased, as of the date of delivery of such properly
executed notice accompanied by proper tender of the Exercise Price at the principal office of the Company. As promptly as practicable
on or after such date, and in any event within three (3) business days thereafter, the Company at its expense shall issue and deliver,
or cause to be issued and delivered, to the person or persons entitled to receive the same, a certificate or certificates for the
number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense shall
execute and deliver a new warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.


 


Section 4.              Company’s
Warranties and Covenants as to Capital Stock.


 


The Company has taken
all action necessary and appropriate to properly authorize, reserve and issue those shares of Common Stock issuable to the Holder
pursuant to this Warrant including an authorization of issuance and setting of the Exercise Price. The Common Stock deliverable
upon the exercise of the Purchase Rights represented hereby shall, when issued, be duly and validly issued, fully paid and non-assessable.
The Company shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all Purchase Rights hereby
granted.


 


Section 5.              Transfer; Compliance
with Securities Laws


 


The Purchase Rights shall
be registered on the books of the Company, which shall be kept by it at its principal office for that purpose. This Warrant and
the Warrant Shares may be transferred or assigned in whole or in part, subject to compliance with all applicable federal and state
securities laws by the transferor and the transferee, including, if requested by the Company, an opinion of counsel satisfactory
to the Company to the effect that the transfer or assignment is in compliance with applicable federal and state securities laws.
Subject to such compliance, the Purchase Rights shall be transferable on said books, in whole or in part, by the Holder in person
or by duly authorized attorney upon surrender of this Warrant properly endorsed by the Holder executing the Permitted Transfer
or Assignment Form attached hereto and made a part hereof as Exhibit 2. All reasonable and documented costs associated with
any transfer or assignment, including, without limitation, the reasonable fees of counsel to the Company shall be borne by the
transferor or assignor. The Company agrees that, while the Purchase Rights remain valid and outstanding, its stock transfer books
shall not be closed for any purpose whatsoever except under arrangements which shall insure to persons exercising warrants or applying
for transfer of stock, all rights and privileges which they might have had or received if the stock transfer books had not been
closed and they had exercised their Purchase Rights at any time during which such transfer book shall have been closed.


 






    	 



    	 



    

 


Section 6.              Charges, Taxes and
Expenses.              


 


Issuance of certificates
for shares of Common Stock issuable upon the exercise of this Warrant or any portion thereof (and issuance of a replacement warrant
certificate in the event of partial exercise) shall be made without charge to the Holder hereof for any issue taxes or any other
incidental expenses in respect of the issuance of such certificates to and in the name of the registered Holder of this Warrant,
all of which taxes and expenses shall be paid by the Company. Certificates may be issued in a name other than that of the Holder
upon the request of and payment by the Holder of any applicable transfer taxes and compliance with all applicable federal and state
securities laws and with all applicable provisions of this Warrant, including but not limited to Section 5 hereof.


 


Section 7.              Exchange for Other
Denominations.              


 


This Warrant is exchangeable
for new certificates of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable
hereunder in denominations designated by the Holder at the time of surrender. In the event of the purchase, at any time prior to
the expiration of the Exercise Period, of less than all of the shares of Common Stock purchasable hereunder, the Company shall
cancel this Warrant upon surrender thereof, and shall promptly execute and deliver to the Holder hereof a new warrant of like tenor
and date for the balance of the shares purchasable hereunder.


 


Section 8.              Loss, Theft, Destruction
or Mutilation of Warrant.              


 


Upon receipt by the Company
of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of
all reasonable and documented expenses incidental thereto, and upon surrender of this Warrant, if mutilated, the Company shall
promptly make and deliver a new warrant of like tenor and date, in lieu of this Warrant and shall cancel this Warrant.


 


Section 9.              Notices Including
Certificate of Company in Event of Adjustment.


 


(a)              Whenever the number of
shares of Common Stock purchasable hereunder shall be adjusted pursuant to Section 2 hereof, the Company shall issue a certificate
signed by its Chief Financial Officer or its President or by such other appropriate officer, setting forth, in reasonable detail,
the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the number
of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed
(by first-class mail, postage prepaid) to the Holder of this Warrant.


 






    	 



    	 



    

 


(b)              In case:


 


(i)              the Company shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right
to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;


 


(ii)              of any capital reorganization
of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into
another corporation, or any conveyance of all or substantially all of the assets of the Company to another entity; or


 


(iii)              of any voluntary dissolution,
liquidation or winding-up of the Company;


 


then, and in each such case under sub-clauses
(i) through (iii), the Company shall mail or deliver, or cause to be mailed or delivered, to the Holder a notice specifying, as
the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or right; or (B) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed,
at which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities, assets
or other property of the Company deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution,
liquidation or winding-up. Such notice shall be mailed or delivered at least fifteen (15) business days prior to the date therein
specified.


 


(c)              All notices, requests, consents
and demands required by this Warrant shall be in writing and shall be personally delivered or mailed, postage prepaid, to the principal
office of the Company at:


 


Adaptive Medias, Inc.


16795 Von Karman, Suite
240


Irvine, CA 92606


Attn: Omar Akram, President


 


with a copy (which shall not constitute
notice) to:


 


Richardson & Patel LLP


1100 Glendon Avenue, Suite 850


Los Angeles, CA 90024


Attn: Alan A. Lanis, Jr., Esq.


Fax: 310-208-1154


 


and to the Holder at the address of such
Holder as set forth in the Agreement executed by the original Holder of this Warrant in connection with the purchase of the Common
Stock. Any notice, request or other communication required or permitted hereunder shall be in writing and shall conclusively be
deemed to have been duly given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if
sent during the normal business hours of the recipient, if not, then on the next business day, (iii) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a
nationally recognized


overnight courier, specifying next day delivery with written verification of receipt.


 






    	 



    	 



    

 


Section 10.              Miscellaneous


 


(a)              No Stockholder
Rights. Nothing contained in this Warrant shall be construed as conferring upon the Holder or any other person the right to
vote, consent or receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the
Company or any other matters, or any other rights whatsoever of a stockholder of the Company.


 


(b)              Successors and Assigns.
Subject to the restrictions on transfer described in Section 5 hereof, the rights and obligations of the Company and the Holder
of this Warrant shall be binding upon, and benefit the successors and assigns of, the parties hereto.


 


(c)              Governing Law.
In all respects, including all matters of construction, validity and performance, this Warrant shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, without regard to principles thereof relating to conflicts
or choice of law.


 


(d)              Waiver and
Amendment. This Warrant may be changed, waived, discharged or terminated only by a statement in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is sought. In case any provision of this Warrant shall
be, in whole or in part, invalid, illegal or unenforceable, such provision shall be enforced to the extent, if any, that it may
legally be enforced and the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


(e)              Headings; References.
All headings used herein are used for convenience only and shall not be used to construe or interpret this Warrant. Except where
otherwise indicated, all references herein to Sections refer to Sections hereof.


 


 


 


[Signature appears on following page.]


 






    	 



    	 



    

 




IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed, under seal and delivered on its behalf as of the Issue Date set forth
above.


 


 


 


	 	ADAPTIVE MEDIAS,
INC.
	 	 
	 	 
	 	By: 	      
	 	 	Omar Akram
President



 



    	 



    	 



    

 


EXHIBIT 1


 


NOTICE OF EXERCISE PURSUANT TO


ATTACHED WARRANT


 


 


___________________, 20___


 


 


To: ADAPTIVE MEDIAS, INC.


 


(1)              The undersigned, the Holder
of record of the attached Warrant of ADAPTIVE MEDIAS, INC., hereby exercises the option granted by the Purchase Rights evidenced
by the attached Warrant [and hereby tenders payment of the Exercise Price as determined by the Warrant] to purchase upon the terms
set forth in such Warrant [________] shares of Common Stock, which constitutes all [or a portion] of the shares of Common Stock
issued pursuant to the Purchase Rights represented by this Warrant of ADAPTIVE MEDIAS, INC. All capitalized terms used but not
defined in this notice have the meanings assigned to such terms in the Warrant.


 


(2)              In exercising this Warrant,
the undersigned hereby confirms and acknowledges that (a) the undersigned has complied with all terms and conditions of the Purchase
Agreement as defined in the Warrant, including the requirement that the offer and sale of the Shares was limited to “accredited”
investors only, (b) the shares of the Common Stock to be issued are being acquired solely for investment and solely for the account
of the undersigned, (c) the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under
circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities
laws, and (d) as required under the terms of the Purchase Agreement, the certificate or certificates representing said shares of
Common Stock shall bear a restrictive legend prohibiting and restricting transfer of such shares except in compliance with applicable
federal and state securities laws.


 


(3)              Please issue a certificate or
certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below.


 


(4)              Please issue a new Warrant for
the unexercised portion of the attached Warrant, if any, in the name of the undersigned or in such other name as is specified below:


 





	ATTEST:	HOLDER:	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 










 


(If certificates for Common Stock or new
Warrants are requested in a name other than the undersigned, be advised that the delivery of the certificates and/or new Warrants
will be delayed until the Company assures itself that such change is permitted under Section 5 of the Warrant that such change
does not violate applicable federal and state securities laws.)


 




    	 



    	 



    


 


EXHIBIT 2


 


PERMITTED TRANSFER OR ASSIGNMENT FORM


 


NOTE: THIS ASSIGNMENT BEARS A RESTRICTIVE
LEGEND BELOW


 


FOR VALUE RECEIVED,
the undersigned Holder of record of this Warrant of ADAPTIVE MEDIAS, INC. (the “Company”), which is dated ___________,
hereby sells, assigns and transfers unto the Assignee named below all of the rights, including, without limitation, the Purchase
Rights (as such term is defined in this Warrant) of the undersigned under the within Warrant, with respect to the number of shares
of Common Stock set forth below:


 





	Name of Transferee/Assignee	Address	No. of Shares
	 	 	 
	 	 	 




 


and does hereby irrevocably constitute
and appoint the Secretary of ADAPTIVE MEDIAS, INC. to make such transfer on the books of ADAPTIVE MEDIAS, INC., maintained for
the purpose, with full power of substitution in the premises.


 


Attached hereto, if
and to the extent requested by the Company, is an opinion of counsel that the assignment does not violate or is exempt from, any
federal and state securities laws. As provided in the Warrant, including but not limited to Section 5 of the Warrant, the Company
may, in its sole discretion, decide whether such opinion is satisfactory, and Assignee and Holder agree to any reasonable delay
in transfer caused by such evaluation and further acknowledge and agree that they shall bear all reasonable and documented costs
associated with any transfer or assignment, including, without limitation, the reasonable fees of counsel to the Company shall
be borne by the transferor or assignor.


 


The undersigned also
represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of Common Stock to be issued
upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise
dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances
which will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any state securities
laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired for
investment and not with a view toward distribution or resale in violation of applicable securities laws.


 


Accordingly, the
following restrictive legend is made applicable to this assignment (and to this Warrant and securities covered by this Warrant
as assigned hereby to Assignee):


 


This Assignment
and this Warrant and the securities underlying this Warrant as assigned hereby, have not been registered under the Act, and may
not be offered, sold or otherwise transferred, assigned, pledged or hypothecated in the absence of such registration or an exemption
therefrom under such Act, any applicable state securities laws and the rules and regulations thereunder.


 


 


[Signatures appear on following page.]


 




    	 



    	 



    


 





	Dated: _________________	HOLDER:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Dated: _________________	ASSIGNEE:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: