Exhibit 4.1


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE
IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


	Warrant No.	Number of Shares: _____




 


Date of Issuance: October 15, 2015 (“Issuance
Date”)


 


VRINGO, INC.


 


Form Common Stock Warrant


 


Vringo, Inc.
(the “Company”), for value received, hereby certifies that _____________, or its registered assigns (the “Registered
Holder”), is entitled, subject to the terms of this Common Stock Warrant (the “Warrant”) set forth
below, to purchase from the Company, at any time after the date hereof and on or before April 15, 2021 (the “Expiration
Date”), up to ____________ shares of common stock of the Company (the “Warrant Stock”), par value
$0.01 per share (the “Common Stock”), at a per share exercise price (the “Exercise Price”)
equal to fifty cents ($0.50) per share (subject to adjustment as set forth in Section 2).


 


1.Exercise.


 


(a)Method of
Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by delivering the form appended
hereto as Exhibit A duly executed by such Registered Holder (the “Exercise Notice”), at the principal
office of the Company, or at such other office or agency as the Company may designate in writing prior to the date of such exercise,
accompanied by payment in full of the Exercise Price payable with respect to the number of shares of Warrant Stock purchased upon
such exercise. The Exercise Price must be paid by cash, check or wire transfer in immediately available funds for the Warrant Stock
being purchased by the Registered Holder.


(b)Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of
business on the day on which the Exercise Notice has been delivered to the Company (the “Exercise Date”) as
provided in this Section 1. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall
be issuable upon such exercise as provided in Section 1(c) below shall be deemed to have become the holder or holders of record
of the Warrant Stock represented by such certificates.


 


(c) Delivery
to Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within three
(3) business days thereafter (the “Warrant Stock Delivery Date”), the Company will cause to be issued in the
name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable
transfer taxes) may direct:


 






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(i)a certificate
or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and


 


(ii)in case such
exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face
or faces thereof for the number of shares of Warrant Stock equal (giving effect to any adjustment therein) to the number of such
shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise
as provided in Section 1(a).


 


(d) Registered
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Registered Holder
shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent (but only to
the extent) that the Registered Holder or any of the Registered Holder’s affiliates, would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below). For purposes of this Section 1(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder,
it being acknowledged by the Registered Holder that the Company is not representing to the Registered Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Registered Holder is solely responsible for any schedules required
to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(e) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates)
and of which portion of this Warrant is exercisable shall be in the sole discretion of the Registered Holder, and the submission
of an Exercise Notice shall be deemed to be the Registered Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant
is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify
or confirm the accuracy of such determination. Upon the written or oral request of a Registered Holder, the Company shall within
two business days confirm orally and in writing to the Registered Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Registered Holder or its Affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The Registered Holder, upon not less than 61 days’ prior notice to the Company, may increase
or decrease the Beneficial Ownership Limitation provisions of this Section 1(e), provided that the Beneficial Ownership Limitation
shall in no event exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of this Warrant held by the Registered Holder and the provisions of this Section 1(e) shall
continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the
Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 1(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


2.Adjustments.


 


(a)Stock Splits
and Dividends. If the outstanding shares of the Company’s Common Stock shall be subdivided into a greater number
of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately prior
to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend, be proportionately reduced and the number of Warrant Stock issuable upon exercise
of the Warrant shall be proportionately increased. If the outstanding shares of Common Stock shall be combined into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such
combination, be proportionately increased and the number of shares of Warrant Stock issuable upon exercise of the Warrant shall
be proportionately decreased.


 






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(b)Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation
of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property
or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Registered Holder shall have the right to receive, for each share of Warrant
Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the
number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Registered
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Registered Holder a new warrant consistent with the foregoing provisions
and evidencing the Registered Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this Section 2(b) and insuring that this Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 


(c)Adjustment
Certificate. When any adjustment is required to be made in the Exercise Price pursuant to this Section 2, the Company shall
promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment,
(ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or property
into which this Warrant shall be exercisable after such adjustment.


 


3.Transfers.


 


(a)Unregistered
Security. The holder of this Warrant acknowledges that this Warrant has not been registered under the Securities Act and
agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued
upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or
such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or
state securities law then in effect or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration
and qualification are not required.


 






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(b)Transferability.
Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable in whole to (i) any entity
controlling, controlled by or under common control of the Registered Holder, or (ii) to any other proposed transferee by surrendering
the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company.


 


(c)Warrant
Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant.
Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant
as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank,
the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register
by written notice to the Company requesting such change.


 


4.Termination.
This Warrant (and the right to purchase securities upon exercise hereof) shall terminate at 5:00 p.m., Eastern Time, on the Expiration
Date.


 


5.Notices
of Certain Transactions. In case:


 


(a)the Company shall
take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe
for or purchase any shares of stock of any class or any other securities, or to receive any other right, or


 


(b)of any capital
reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company,
any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the
Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or


 


(c)of the voluntary
or involuntary dissolution, liquidation or winding-up of the Company, or


 


(d)of any Fundamental
Transaction,


 


then, and in each such case, the Company
will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) 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 (ii) the effective date on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation, winding-up or Fundamental Transaction is to take place, and the time, if any is to
be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up) are to be determined.
Failure to send such notice shall not act to invalidate any such transaction.


 


6.Reservation
of Stock. The Company covenants that at all times it will have authorized, reserve and keep available, solely for the issuance
and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company covenants that all Warrant Stock that may be issued
upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by
this Warrant, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for the shares of Warrant Stock upon the exercise of the purchase
rights under this Warrant by the Registered Holder. The Company will take all such reasonable action as may be necessary to assure
that such Warrant Stock may be issued as provided herein without violation of any applicable law or regulation.


 






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7.Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of
this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


 


8.Notices.
Any notice required or permitted by this Warrant shall be in writing and shall be deemed duly given upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the regular mail
as certified or registered mail (airmail if sent internationally) with postage prepaid, addressed (a) if to the Registered Holder,
to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address
set forth on the signature page of this Warrant or as subsequently modified by written notice to the Registered Holder.


 


9.No Rights
as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any
rights by virtue hereof as a stockholder of the Company.


 


10.No Fractional
Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall round the amount of Warrant Stock issuable to the nearest whole share.


 


11.Amendment
or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the Registered Holder.


 


12.Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 


13.Governing
Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall
be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles
of conflicts of law.


 


14.Representations
and Covenants of the Registered Holder. This Warrant has been entered into by the Company in reliance upon the following
representations and covenants of the Registered Holder:


 


(a) Investment
Purpose. The Registered Holder is acquiring the Warrant and the Warrant Stock issuable upon exercise of the Warrant for
its own account, not as a nominee or agent and with no present intention of selling or otherwise distributing any part thereof.


 






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(b)Private
Issue. The Registered Holder understands: (i) that the Warrant is not registered under the Securities Act or qualified
under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration
and qualifications requirements thereof pursuant to Section 4(2) of the Securities Act and any applicable state securities laws,
and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 14.


 


(c)Disposition
of Registered Holder’s Rights. In no event will the Registered Holder make a disposition of the Warrant or the Warrant
Stock issuable upon exercise of the Warrant in the absence of (i) an effective registration statement under the Securities
Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any
applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, reasonably satisfactory to the
Company, that such registration and qualification are not required. Whenever the restrictions imposed hereunder shall terminate,
as hereinabove provided, the Registered Holder or holder of a share of Common Stock then outstanding as to which such restrictions
have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for
the Warrant or for such shares of Common Stock not bearing any restrictive legend.


 


(d)Financial
Risk. The Registered Holder has such business and financial experience as is required to give it the capacity to protect
its own interests in connection with its investment.


 


(e)Accredited
Investor. The Registered Holder is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
under the Securities Act.


 


IN WITNESS WHEREOF, the parties have executed
this Warrant as of the date first above written.


 


	 	VRINGO, INC.
	 	 	 
	 	By: 	 
	 	 	Name: Anastasia Nyrkovskaya
	 	 	Title: Chief Financial Officer









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VRINGO, INC.


 


Exhibit A


 


WARRANT EXERCISE FORM


 


The undersigned hereby irrevocably elects
to exercise the within Warrant to the extent of purchasing _____________ shares of Common Stock of Vringo, Inc., a Delaware
corporation, and hereby makes payment of $___________ in payment therefore, all in accordance with the terms and conditions
of this Warrant.


 


	Warrant No.: 	 
	Name of Holder: 	 
	Signature: 	 
	Signature of Joint Holder (if applicable):  	 
	Date: 	 
	DWAC INSTRUCTIONS	 
	Broker Name and DTC Number:	 
	Account Number at DTC Participant	 
	(if applicable):	 
	INSTRUCTIONS FOR ISSUANCE OF STOCK
	(if other than to the registered holder of the Warrant)
	Name: 	 
	Address: 	 
	 	 
	Social Security or Taxpayer	 
	Identification Number of Recipient:	 



 



     

     


    

 


VRINGO, INC.


 


Exhibit B


 


WARRANT ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the Holder hereby sells,
assigns and transfers unto the transferee listed below the right to purchase Common Stock of Vringo, Inc., a Delaware corporation,
represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute
and appoint ______________________, Attorney, to transfer the same on the books of the Company with full power of substitution
in the premises.


 


	Date: 	 
	Warrant No.: 	 
	 	 
	HOLDER	 
	Name of Holder: 	 
	Signature: 	 
	Signature of Joint Holder (if applicable):  	 
	 	 
	TRANSFEREE	 
	Name of Transferee: 	 
	Address: 	 
	 	 
	Social Security or Taxpayer	 
	Identification Number: