EXHIBIT
        4.1

    

     

    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.

     

    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

    OF

    PUREDEPTH,
      INC.

     

    
      
        	
                Warrant
                  No.: «WarrantNo»

              	
                Date:
                  ________, 2006

              


      

    

    
      
         

      

    

    
      
        THIS
          CERTIFIES THAT,
          for
          value received, «Investor»
          or its
          successors or assigns (collectively, the “Holder”) is entitled to purchase from
          PureDepth, Inc. (the “Corporation”), «Warrants_Words»
          («Warrants»)
          fully
          paid and nonassessable shares (the “Shares”) of the Corporation’s common
          stock (the “Common Stock”), at an exercise price of Two Dollars and Seventy-Five
          Cents ($2.75) 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (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,
      however,
      that the
      six-month warrants issued to investors in the Offering (as defined in that
      certain Subscription Agreement between the Company and Holder dated of even
      date
      herewith) shall not trigger the rights set forth in this Section 4(b);
      provided
      further,
      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)  Lack
      of Public Trading Adjustment.
      In the
      event the Common Stock (or any securities of the Corporation or a third party
      received in exchange for such Common Stock pursuant to a transaction entered
      into with the Corporation) is not tradable on a national securities exchange,
      the National Association of Securities Dealers, Inc. Automated Quotation System
      (collectively, “NASDAQ”), or the Over The Counter Bulletin Board on or prior to
      March 31, 2006, the Exercise Price relating to this Warrant shall be
      reduced to $1.375 per share. Thereafter, the Exercise Price shall be reduced
      an
      additional $0.50 per share on the last business day of each successive month
      that the Common Stock (or such securities received in exchange) is not then
      publicly tradable in a manner provided above. In the event the Corporation
      fails
      to file a registration statement covering the shares of common stock sold in
      the
      Offering (including shares of Common Stock issuable upon exercise of this
      Warrant) within 60 days of the date its common stock (or any securities received
      in exchange for such common stock) becomes publicly tradable in a manner
      provided above, the Exercise Price relating to this Warrant shall be reduced
      $0.50 per share on the final day of each successive month that the Corporation
      fails to file such registration statement. Notwithstanding the foregoing, in
      no
      event shall the Exercise Price of this Warrant be less than $0.75 per share
      as a
      result of the aforementioned adjustments. In the event the Exercise Price
      applicable to this Warrant is otherwise adjusted pursuant to the other
      provisions of Section 4(a),
      the
      Exercise Price and any reduction thereto pursuant to this Section 4(c)
      shall be
      appropriately adjusted to reflect such prior adjustments.

     

    (d)  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.

     

    (e)  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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f)  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 Corporation, 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 Corporation,
      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.  Registration.
      The Corporation will use its reasonable best efforts to file a registration
      statement covering the resale of the shares of the Corporation’s Common Stock
      issuable upon exercise of this Warrant within 60 days following such date that
      the Corporation is subject to the reporting requirements of the Securities
      Exchange Act of 1934, as amended, and will use its reasonable best efforts
      to
      cause the registration statement to become effective within 90 days following
      such filing date. 

     

    The
      Holder hereby agrees that for a period of 180 days after the consummation of
      the
      Corporation’s initial public offering (the “IPO Date”), if any, the Holder 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 IPO Date. 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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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 California 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, 303 Twin Dolphin Drive, 6th
      Floor,
      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 Follows

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        4.1

    

     

    
      IN WITNESS WHEREOF,
        the
        Corporation has caused this Warrant to be signed by its duly authorized officer
        on the date first set forth above.

    

     

    
      	 	 	 
	 	PUREDEPTH,
              INC.:
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Fred
                Angelopoulos

              Its
                President

            
	 	 


    

     

    
      Signature
        Page

      PureDepth,
        Inc. Warrant No. «WarrantNo»

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SUBSCRIPTION
      FORM

     

    (To
      be signed only upon exercise of Warrant)

     

    
      THE UNDERSIGNED,
        the
        holder of the Warrant referenced below, hereby irrevocably elects to exercise
        the purchase right represented by such Warrant for, and to purchase thereunder,
        _______________________________ shares of common stock of PureDepth, Inc.
        (the “Shares”) to which such Warrant relates, herewith makes payment of
        $_____________________ therefor in cash, certified check, or bank draft,
        and
        hereby requests that a certificate evidencing the Shares be delivered to
        _______________________________________, the address of whom is set forth
        below
        the signature of the undersigned:

    

     

    
      
        	 	 	 	 
	Dated:
                	 	 	 
	
              	
                
 	 	
                

                (Signature)
	 	 	 	 
	 	 	 	
              
	 	 	 	
                

                (Printed Name)
	 	 	 	 
	 	 	 	 
	 	 	 	
                

                (Address)
	 	 	 	 
	 	 	 	
              
	 	 	 	
                

                (Address)


      

    

     

    Warrant
      No.«WarrantNo»,
      dated
      March 1, 2006 (the “Warrant”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      FORM

     

    (To
      be signed only upon authorized transfer of Warrant)

    

      FOR
        VALUE
        RECEIVED,
        the
        undersigned hereby sells, assigns, transfers and conveys unto
        _________________________________ the right to purchase shares of common
        stock
        of PureDepth, Inc. (the “Corporation”) to which the Warrant referenced below
        relates, and hereby appoints _________________________________ as his, her
        or
        its attorney to transfer said right on the books of the Corporation with
        full
        power of substitution in the premises.

    

     

    
      
        
          	 	 	 	 	 
	Dated:
	 	 	 	 
	
                	
                  
 	 	 	
                  

                  (Signature)
	 	 	 	 	 
	 	 	 	 	
                
	 	 	 	 	
                  

                  (Printed Name)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	
                  

                  (Address)
	 	 	 	 	 
	 	 	 	 	
                
	 	 	 	 	
                  

                  (Address)


        

      

       

    

    Warrant
      No.«WarrantNo»,
      dated
      March 1, 2006 (the “Warrant”)