**Exhibit 4.1**

* *

*The securities represented by the Warrant and issuable upon itsexercise have not been registered under the Securities Act of 1933 (the “Act”),as amended, and have not be registered under any state securities laws. Thesecurities may not be sold, offered for sale, or transferred in the absence ofeither an effective registration under the Act and under applicable statesecurities laws, or an opinion of counsel satisfactory to the Company that thetransaction is exempt from registration under the Act and under applicablestate securities laws.”*

 

**WARRANT**

 

**To Purchase 500,000 Shares of Common Stock**

**of**

**PPT Vision, Inc.**

 

EXERCISABLE ON OR BEFORE, AND VOID AFTER

5:00 P.M. MINNEAPOLIS TIME ON March 11, 2015

 

THISCERTIFIES THAT, for good and valuable consideration, P. R. Peterson Keogh Plan(the “Holder”), or its registered assigns, is entitled to subscribe for andpurchase from PPT Vision, Inc., Minnesota corporation (the “Company”), atany time prior to 5:00 P.M. on March 11, 2015, Five Hundred Thousand(500,000) fully paid and non-assessable shares of the Common Stock at the priceof $0.10 per share (the “Warrant Exercise Price”), subject to the anti-dilutionprovisions of this Warrant.

 

Theshares that may be acquired upon exercise of this Warrant are referred to asthe “Warrant Shares.” The term “Holder” means any party who acquires all or apart of this Warrant as a registered transferee of the Holder, or any recordholder or holders of the Warrant Shares issued upon exercise, whether in wholeor in part, of the Warrant.  The term “CommonStock” means the common stock, par value $.10 per share, of the Company.

 

ThisWarrant is subject to the following provisions, terms and conditions:

 

# 1.     Exercise.  The rights represented by this Warrant may beexercised by the Holder hereof, in whole or in part (but not as to a fractionalshare of Common Stock), by written notice of exercise (in the form attachedhereto) delivered to the Company at the principal office of the Company priorto the expiration of this Warrant and accompanied or preceded by the surrenderof this Warrant along with a check in payment of the Warrant Exercise Price forthe shares.

#  

# 2.     Exchange and Replacement.  This Warrant is exchangeable upon thesurrender hereof by the Holder to the Company at its office for new Warrants oflike tenor and date representing in the aggregate the right to purchase thenumber of Warrant Shares purchasable hereunder, each of the new Warrants torepresent the right to purchase that number of Warrant Shares as may bedesignated by the Holder at the time of the surrender.  Upon receipt by the Company of evidencereasonably satisfactory to it of the loss, theft, destruction, or mutilation ofthis Warrant, and, in case of loss, theft or destruction, of indemnity or securityreasonably satisfactory to it, and upon surrender and cancellation of thisWarrant, if mutilated, the Company will make and deliver a new Warrant of liketenor, in lieu of this Warrant.  TheCompany will pay all expenses, taxes (other than stock transfer taxes), andother charges payable in connection with the preparation, execution, anddelivery of Warrants pursuant to this Section 2.

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# 3.     Issuance of the WarrantShares.

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## 3.1                    The Company agrees that theshares of Common Stock purchased upon exercise of this Warrant will be deemedto be issued to the Holder as of the close of business on the date on whichthis Warrant is surrendered and the payment made for the Warrant Shares.  Subject to the 

 

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## provisions of Section 3.2, certificatesfor the Warrant Shares will be delivered to the Holder within a reasonabletime, not exceeding 15 days after the rights represented by this Warrant are soexercised, and, unless this Warrant has expired, a new Warrant representing theright to purchase the number of Warrant Shares with respect to which thisWarrant has not been exercised will also be delivered to the Holder within thistime.

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## 3.2                    The Company will not berequired to deliver any certificate for Warrant Shares upon exercise of thisWarrant except in accordance with exemptions from the applicable securitiesregistration requirements or registrations under applicable securitieslaws.  The Holder agrees to execute suchdocuments and make such representations, warranties, and agreements as may berequired solely to comply with the exemptions relied upon by the Company, orthe registrations made, for the issuance of the Warrant Shares.

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# 4.     Covenants of the Company. The Companycovenants and agrees that all Warrant Shares will, upon issuance, be dulyauthorized and issued, fully-paid and non-assessable, and free from all taxes,liens and charges with respect to their issue. The Company further covenantsand agrees that during the period within which the rights represented by thisWarrant may be exercised, the Company will at all times have authorized andreserved for the purpose of issue upon exercise of this Warrant a sufficientnumber of shares of Common Stock to provide for the exercise of the rightsrepresented by this Warrant, subject to the approval by shareholdersof the Company of an increase in the authorized common stock of the Company atthe 2008 Annual Meeting of Shareholders.

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# 5.     Anti-Dilution Adjustments. Theprovisions of this Warrant are subject to adjustment as provided in this Section 5.

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## 5.1                    The Warrant Exercise Pricewill be adjusted from time to time so that if the Company:

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### (a)   pays any dividends on anyclass of stock of the Company payable in Common Stock or securities convertibleinto Common Stock;

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### (b)   subdivides its thenoutstanding shares of Common Stock into a greater number of shares; or

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### (c)   combines outstanding sharesof Common Stock, by reclassification or otherwise;

###  

then,in any such event, the Warrant Exercise Price in effect immediately prior tosuch event will be adjusted immediately after the event to a price determinedby dividing  (A) the number ofshares of Common Stock outstanding immediately prior to such event, multipliedby the then existing Warrant Exercise Price, by (B) the total number of shares of Common Stock outstandingimmediately after the event (including in each case the maximum number ofshares of Common Stock issuable in respect of any securities convertible intoCommon Stock), and the resulting quotient will be the adjusted Warrant ExercisePrice per share. An adjustment made pursuant to this Subsection will becomeeffective immediately after the record date in the case of a dividend ordistribution and will become effective immediately after the effective date inthe case of a subdivision, combination or reclassification. If, as a result ofan adjustment made pursuant to this Subsection, the Holder becomes entitled toreceive upon exercise of this Warrant shares of two or more classes of capitalstock or shares of Common Stock and other capital stock of the Company, theBoard of Directors of the Company (whose determination will be conclusive) willdetermine the allocation of the adjusted Warrant Exercise Price between oramong shares of such classes of capital stock or shares of Common Stock andother capital stock. All calculations under this Subsection will be made to thenearest full cent or to the nearest 1/100 of a share, as the case may be. 

 

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Inthe event that at any time as a result of an adjustment made pursuant to thisSubsection, the holder of any Warrant surrendered for exercise will becomeentitled to receive any securities of the Company other than shares of CommonStock, thereafter the Warrant Exercise Price of the other securities soreceivable upon exercise of any Warrant will be subject to adjustment from timeto time in a manner and on terms as nearly equivalent as practicable to theprovisions with respect to Common Stock contained in this Section.

 

## 5.2                    Upon each adjustment of theWarrant Exercise Price pursuant to Section 5.1 above, the Holder of thisWarrant will thereafter be entitled to purchase at the adjusted WarrantExercise Price the number of adjusted Warrant Shares, calculated to the nearestfull share, obtained by multiplying the number of Warrant shares specified inthis Warrant by the Warrant Exercise Price in effect prior to such adjustmentand dividing the product so obtained by the adjusted Warrant Exercise Price.

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## 5.3                    In case of any consolidationor merger to which the Company is a party other than a merger or consolidationin which the Company is the continuing corporation, or in the case of anystatutory exchange of securities with another corporation (including anyexchange effected in connection with a merger of a third corporation into theCompany), there will be no adjustment under Section 5.1 above, but theHolder of each Warrant then outstanding will have the right thereafter toconvert the Warrant into the kind and amount of shares of stock and othersecurities and property that he would have owned or have been entitled toreceive immediately after such consolidation, merger or statutory exchange hadthe Warrant been converted immediately prior to the effective date of theconsolidation, merger, or statutory exchange, and in any such case, ifnecessary, appropriate adjustment will be made in the application of theprovisions set forth in this Section with respect to the rights andinterests thereafter of any Holders of the Warrant, to the end that theprovisions set forth in this Section will thereafter correspondingly bemade applicable, as nearly as may reasonably be, in relation to any shares ofstock and other securities and property thereafter deliverable on the exerciseof the Warrant. The provisions of this Subsection will similarly apply tosuccessive consolidations, mergers, or statutory exchanges.

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## 5.4                    Upon any adjustment of theWarrant Exercise Price, then and in each case, the Company will give writtennotice thereof, by First-class mail, postage prepaid, addressed to the Holderas shown on the books of the Company, which notice must state the WarrantExercise Price resulting from the adjustment and the increase or decrease, ifany, in the number of shares of Common Stock purchasable at such price upon theexercise of this Warrant, setting forth in reasonable detail the method ofcalculation and the facts upon which the calculation is based.

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# 6.     No Voting Rights. This Warrantdoes not entitle the Holder to any voting rights or other rights as ashareholder of the Company.

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# 7.     Legend; Notice of Transferof Warrant or Resale of the Warrant Shares.

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## 7.1                    This Warrant is, and eachcertificate representing the Warrant Shares will be, and any Warrant Sharesthat may be subsequently transferred (other than a transfer registered underthe Securities Act or any subsequent transfer of shares so registered) stampedor otherwise imprinted with a legend substantially in the following form:

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“Thesecurities represented by the Warrant and issuable upon its exercise have notbeen registered under the Securities Act of 1933 (the “Act”), as amended, andhave not be registered under any state securities laws. The securities may notbe sold, offered for sale, or transferred in the absence of either an effectiveregistration under the Act and under applicable state securities laws, or an 

 

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opinionof counsel satisfactory to the Company that the transaction is exempt fromregistration under the Act and under applicable state securities laws.”

 

## 7.2                    Subject to the sale,assignment, hypothecation, or other transfer restrictions under the SecuritiesAct, the Holder must give written notice to the Company before transferringthis Warrant or transferring any Warrant Shares of the Holder’s intention to doso, describing briefly the manner of any proposed transfer. Promptly uponreceiving such written notice, the Company will present copies thereof to theCompany’s counsel and to counsel to the original holder of this Warrant.  If in the opinion of each counsel theproposed transfer may be effected without registration or qualification (underany federal or state securities laws), the Company, as promptly as practicable,will notify the Holder of such opinion, whereupon the Holder will be entitledto transfer this Warrant or to dispose of Warrant Shares received upon theprevious exercise of this Warrant, all in accordance with the terms of thenotice delivered by the Holder to the Company. An appropriate legend may be endorsed on this Warrant or the certificatesfor such Warrant Shares respecting restrictions upon transfer thereof necessaryor advisable in the opinion of counsel and satisfactory to the Company toprevent further transfers that would be in violation of Section 5 of theSecurities Act and applicable state securities laws.  The prospective transferee or purchaser mustexecute such documents and make such representations, warranties, andagreements as may be required solely to comply with the exemptions relied uponby the Company for the transfer or disposition of the Warrant or WarrantShares.

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## 7.3                    If in the opinion of eitherof the counsel referred to in this Section 7, the proposed transfer ordisposition of this Warrant or Warrant Shares described in the written noticegiven pursuant to this Section 7 may not be effected without registrationor qualification of this Warrant or Warrant Shares, the Company must promptlygive written notice thereof to the Holder, and the Holder will limit itsactivities in respect to such transfer or disposition as, in the opinion ofboth such counsel, are permitted by law.

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# 8.     Fractional Shares.

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## 8.1                    Fractional shares will notbe issued upon the exercise of this Warrant, but the number of shares will beadjusted up or down to the nearest whole share.

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# 9.     Registration Rights.  Holders of Warrants will have theRegistration Rights set forth in the Registration Rights Agreement beingentered into concurrent with the issuance of this Warrant.

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# 10.   Notices.

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## 10.1                  All notices under thisWarrant must be in writing and be delivered by first class mail, postageprepaid.  Any notice addressed to theHolder must be delivered to

##  

PR Peterson Co. Keogh Plan

6111Blue Circle

Minnetonka,Minnesota

55343-9102

 

## 10.2                  as may be changed from timeto time upon ten days’ written notice by the Holder, and any notice addressedto the Company, must be delivered to its principal office.

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## 10.3                  The Holder is entitled toreceive a notice from the Company not less than ten days prior to the date onwhich (a) a record will be taken for the purpose of determining theholders of Common Stock entitled to dividends (other than cash dividends) orsubscription rights, or (b) a record 

 

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## will be taken (or in lieu thereof, thetransfer books will be closed) for the purpose of determining the holders ofCommon Stock entitled to notice of and to vote at a meeting of shareholders atwhich any capital reorganization, reclassification of shares of Common Stock,consolidation, merger, dissolution, liquidation, winding up or sale ofsubstantially all of the Company’s assets will be considered and acted upon.

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INWITNESS WHEREOF, PPT Vision, Inc. has caused this Warrant to be signed byits duly authorized officer and this Warrant to be dated March 11, 2008.

 
|   | PPT  Vision, Inc. |
|--------|------------------------|
|   |                   |   |
|   |                   |   |
|   | By                     |   /s/  Joseph C. Christenson |
|   |                   |   | Joseph  C. Christenson, |
|   |                   |   | Chief  Executive Officer |

 

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**SUBSCRIPTION FORM**

**(To be signed upon exercise of Warrant)**

 

Theundersigned, the holder of the within Warrant, hereby irrevocably elects toexercise the purchase right represented by the Warrant for, and to purchasethereunder,                             of the shares of common stock of PPT Vision, Inc., to which the Warrantrelates and herewith makes payment of $                                    therefor in cash or by certified check and requests that the certificate forthe shares be issued in the name of, and be delivered to the undersigned holderat the address set forth below.
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**ASSIGNMENT FORM**

**(To be signed upon authorized transfer of Warrant)**

 

FORVALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto                                    the right to purchase                         shares of Common Stock of PPT Vision, Inc. to which the within Warrantrelates and appoints                                       attorney, to transfer said right on the books of                                 with full power of substitution in the premises.

 
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