Exhibit
4.1


 





THIS WARRANT AND THE COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO MAX SOUND CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.


 


MAX SOUND CORPORATION


 


WARRANT TO PURCHASE SHARES OF COMMON STOCK


 


1.   Issuance.
In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without
limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged
by MAX SOUND CORPORATION,
a Delaware corporation (the “Company”); ILIAD RESEARCH
AND TRADING, L.P., a Utah limited partnership, its successors and/or registered assigns
(the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below)
until the date which is the last calendar day of the month in which the third anniversary of the Issue Date occurs (the “Expiration
Date”), 250,000 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the
terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued
pursuant to the terms of that certain Securities Purchase Agreement dated June 11, 2014, to which the Company and the Holder are
parties (as the same may be amended from time to time, the “Purchase Agreement”).


 


Unless otherwise indicated
herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.


 


This Warrant was originally issued to the Holder on June
11, 2014 (the “Issue Date”).


 


2.   Exercise of Warrant.


 





        2.1.
   General.


 








                  (a)     This
Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the
Expiration Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by
email or facsimile transmission) a completed and duly executed Notice of Exercise substantially in the form attached to this
Warrant as Exhibit A (the “Notice of Exercise”). The date such Notice of Exercise is either faxed, emailed
or delivered to the Company shall be the “Exercise Date,” provided that, if such exercise represents the full
exercise of the outstanding balance of the Warrant, the Holder shall tender this Warrant to the Company within five (5)
Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have been
delivered to the Holder as of such date. The Notice of Exercise shall be executed by the Holder and shall indicate the number
of Warrant Shares (as defined below) to be issued pursuant to such exercise.


 


For purposes of this Warrant,
the term “Trading Day” means any day during which the principal market on which the Common Stock is traded (the “Principal
Market”) shall be open for business.


 



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For the purposes of this Warrant, the following terms
shall have the following meanings:


 


“Exercise Price”
shall mean $0.40 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and conditions
of this Warrant.


 


“Note” shall
mean that certain Convertible Promissory Note issued by the Company to the Holder pursuant to the Purchase Agreement, as the same
may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced promissory
note.


 


“Transaction Documents”
or “Transaction Document” shall have the meaning set forth in the Purchase Agreement.


 


“VWAP” shall
mean the volume-weighted average price of the Common Stock on the Principal Market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.


 


    (b)     The
Exercise Price per share of Common Stock for the Warrant Shares shall be payable, at the election of the Holder, in cash or by
certified or official bank check or by wire transfer in accordance with instructions provided by the Company at the request of
the Holder.


 


    (c)     Upon
the appropriate payment to the Company, if any, of the Exercise Price for the Warrant Shares, together with the surrender of this
Warrant (if required), the Company shall promptly, but in no case later than the date that is three (3) Trading Days following
the date the Exercise Price is paid to the Company, deliver or cause the Company’s Transfer Agent to deliver the applicable
Warrant Shares electronically via the Deposit/Withdrawal at Custodian (“DWAC”) system to the account designated by
the Holder on the Notice of Exercise. If for any reason the Company is not able to so deliver the Warrant Shares via the DWAC system,
notwithstanding its best efforts to do so, such shall constitute a breach of this Warrant (and thus an Event of Default under the
Note), and the Company shall instead, on or before the applicable date set forth above in this subsection, issue and deliver to
the Holder or its broker (as designated in the Notice of Exercise), via reputable overnight courier, a certificate, registered
in the name of the Holder or its designee, representing the applicable number of Warrant Shares. For the avoidance of doubt, the
Company has not met its obligation to deliver Warrant Shares within the required timeframe set forth above unless Holder or its
broker, as applicable, has actually received the Warrant Shares (whether electronically or in certificated form) no later than
the close of business on the latest possible delivery date pursuant to the terms set forth above.


 


    (d)     If
Warrant Shares are delivered later than as required under subsection (d) immediately above, the Company agrees to pay, in addition
to all other remedies available to the Holder in the Transaction Documents, a late charge equal to $500 per Trading Day until such
Warrant Shares are delivered. The Company shall pay any late charges incurred under this subsection in immediately available funds
upon demand; provided, however, that, at the option of the Holder (without notice to the Company), such amount owed may
be added to the principal amount of the Note. Furthermore, in addition to any other remedies which may be available to the Holder,
in the event that the Company fails for any reason to effect delivery of the Warrant Shares as required under subsection (d) immediately
above, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company,
whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of
the relevant portion of this Warrant, except that the late charge described above shall be payable through the date notice of revocation
or rescission is given to the Company.


 



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    (e)     The Holder shall be deemed to be the holder of the
Warrant shares issuable to it in accordance with the provisions of this Section 2.1 on the Exercise Date.


 


                        2.2.   Ownership
Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents, if at
any time the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause the Holder (together with its Affiliates) to own a number of shares exceeding 4.99% of the number of shares of
Common Stock outstanding on such date (the “Maximum Percentage”), the Company must not issue to the Holder
shares of the Common Stock which would exceed the Maximum Percentage. The shares of Common Stock issuable to the Holder that
would cause the Maximum Percentage to be exceeded are referred to herein as the "Ownership Limitation
Shares". The Company will reserve the Ownership Limitation Shares for the exclusive benefit of the Holder. From time
to time, the Holder may notify the Company in writing of the number of the Ownership Limitation Shares that may be issued to
the Holder without causing the Holder to exceed the Maximum Percentage. Upon receipt of such notice, the Company shall be
unconditionally obligated to immediately issue such designated shares to the Holder, with a corresponding reduction in the
number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced
with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $5,000,000.00.
Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%”
pursuant to the preceding sentence, such change to “9.99%” shall be permanent. For purposes of this Agreement,
the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP
(as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the
aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or
Form 10-K. By written notice to the Company, the Holder may increase, decrease or waive the Maximum Percentage as to itself
but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement
is enforceable, unconditional and non-waivable and shall apply to all Affiliates and assigns of the Holder.


 


3.   Mutilation or
Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver to the Holder a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


4.   Rights of the
Holder. The Holder shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in the Company, either
at law or in equity, and the rights of the Holder with respect to or arising under this Warrant are limited to those expressed
in this Warrant and are not enforceable against the Company except to the extent set forth herein.


 


5   Protection Against
Dilution and Other Adjustments.


 


     
5.1.     Capital Adjustments. If the Company shall at any time prior to the expiration of
this Warrant subdivide the Common Stock, by split-up or stock split, or otherwise, or combine its Common Stock, or issue additional
shares of its Common Stock as a dividend, the number of Warrant Shares issuable upon the exercise of this Warrant shall forthwith
be automatically increased proportionately in the case of a subdivision, split or stock dividend, or proportionately decreased
in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, and other applicable amounts.
Any adjustment under this Section 5.1 shall become effective automatically at the close of business on the date the subdivision
or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon
the making of such dividend.


 



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5.2.      Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock
of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above),
then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration
of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of
shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or
change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such
reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights
and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock
or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase
price per Warrant Share payable hereunder, provided the aggregate purchase price shall remain the same.


 


       5.3.     Notice
of Adjustment. Without limiting any other provision contained herein, when any adjustment is required to be made in the number
or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company
shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter
purchasable upon exercise of this Warrant.


 


6.   Certificate as
to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this
Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a)
the consideration received or receivable by the Company for any additional shares of Common Stock issued or sold or deemed to have
been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise Price
and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment
or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder and any Warrant Agent (as defined below) appointed pursuant to Section 8 hereof. Nothing in this Section
6 shall be deemed to limit any other provision contained herein.


 


7.   Transfer
to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act.
None of the Warrant Shares may be sold, transferred, pledged or hypothecated without (a) an effective registration statement
under the 1933 Act relating to such security or (b) an opinion of counsel reasonably satisfactory to the Company that
registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall
not apply if the Warrant or Warrant Shares are transferred to an affiliate of the Holder. Until such time as registration has
occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable
upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting
forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor
assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”),
executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor
Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and
such transferee shall be deemed a “registered holder” or “registered assign” for all purposes
hereunder, and shall have all the rights of the Holder.



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8.   Warrant Agent.
The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”)
for the purpose of issuing shares of Common Stock on the exercise of this Warrant pursuant hereto, exchanging this Warrant pursuant
hereto, and replacing this Warrant pursuant hereto, or any of the foregoing, and thereafter any such issuance, exchange or replacement,
as the case may be, shall be made at such office by such Warrant Agent.


 


9.   Transfer on the
Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the Holder as the
absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


10.   Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.


 


11.   Supplements
and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the
parties hereto. This Warrant, together with the Purchase Agreement and all the other Transaction Documents, taken together, contain
the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations,
warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained
herein and therein.


 


12.   Governing
Law. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Utah, without giving effect
to the principles thereof regarding the conflict of laws. The Company and, by accepting this Warrant, the Holder, each irrevocably
(a) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake
County, Utah in connection with any dispute or proceeding arising out of or relating to this Warrant, (b) agrees that all claims
in respect of any such dispute or proceeding may only be heard and determined in any such court, (c) expressly submits to the venue
of any such court for the purposes hereof, and (d) waives any claim of improper venue and any claim or objection that such courts
are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions or to any
claim that such venue of the suit, action or proceeding is improper. The Company and, by accepting this Warrant, the Holder, each
hereby irrevocably consents to the service of process of any of the aforementioned courts in any such proceeding by the mailing
of copies thereof by reputable overnight courier (e.g., FedEx) or certified mail, postage prepaid, to such party’s address
as provided for herein, such service to become effective ten (10) calendar days after such mailing. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


13.   Remedies.
The remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance
of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other remedies
available to the Holder in the Transaction Documents, law or equity, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.


 



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14.   Counterparts. This
Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument. Signature delivered
via facsimile or email shall be considered original signatures for purposes hereof.


 


15..   Descriptive
Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof. 


 





16..   Attorney’s
Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the party who is awarded
the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection with the litigation and/or
dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing
herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading.


 


17..   Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified
to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other
jurisdiction.


 


18..   Time of the
Essence. Time is expressly made of the essence of each and every provision of this Warrant.


 


[Remainder
of page intentionally left blank]


 



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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by an officer thereunto duly
authorized as of the Issue Date.


 





	 	COMPANY:
	 	 
	 	MAX SOUND CORPORATION
	 	 
	 	By: /s/ Greg Halpern                                        
	 	Printed Name: Greg Halpern
	 	Title: Chairman & CFO



 


[Signature page to Warrant]


 



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EXHIBIT A


 


NOTICE OF EXERCISE OF WARRANT


 


	TO:	MAX SOUND CORPORATION
	 	ATTN: Greg Halpern____________
	 	VIA EMAIL TO: greg@maxsound.com




		
 




 


The
undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated
as of June 11, 2014 (the “Warrant”), to purchase shares of the common stock, $0.0001 par value (“Common
Stock”), of MAX SOUND CORPORATION, and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 


	____________________	 	$ ____________________= (Exercise Price x Warrant Shares) 
	____________________	 	Payment is being made by:
	 	 	            enclosed check
	 	 	            wire transfer
	 	other	









_____


Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It is the intention
of the Holder to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on the Holder’s right
to receive shares thereunder. The Holder believes this exercise complies with the provisions of such Section 2.2. Nonetheless,
to the extent that, pursuant to the exercise effected hereby, the Holder would receive more shares of Common Stock than permitted
under Section 2.2, the Company shall not be obligated and shall not issue to the Holder such excess shares until such time, if
ever, that the Holder could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.


 


As contemplated
by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above.


 


If this Notice of
Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered
the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated
above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise;
provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such
date.


 


To the extent the Warrant
Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares
to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise)
to:


 


	___________________________                 
	___________________________                
	___________________________                






 





	Dated:

                            

	______________________
	[Name of Holder]
	 
	By:________________       
	 
















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EXHIBIT
B


 


FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of the Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the Warrant to Purchase Shares of Common Stock dated as of June 11, 2014 (the “Warrant”) to
purchase the percentage and number of shares of common stock, $0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION
specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite
the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the
books of MAX SOUND CORPORATION with full power of substitution in the premises.


 


 





	Transferees	Percentage Transferred	Number Transferred
	 	 	 
	Dated:________________________	 	 



 


	 	_________________________________
	 	[Transferor Name must conform to the name of Holder as specified on the face of the Warrant]
	 	 
	 	By:                                                             
	 	 
	 	Name:
	 	 



 


	Signed in the presence
of:	 
	 	 
	_______________________            	 
	(Name)	 
	 	 
	ACCEPTED AND AGREED:	 
	 	 
	_______________________            	 
	[TRANSFEREE]	 
	 	 
	By:                                                                 	 
	Name:	 



 


 


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