EXHIBIT
      4.3

     

    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.:
      ________                                                                                                                     Date:
      March __, 2006

     

    

      THIS
        CERTIFIES THAT,
        for
        value received, ___________________________________ or its successors or
        assigns
        (collectively, the “Holder”) is entitled to purchase from PureDepth, Inc.
        (the “Corporation”), ___________________________________ (__________) fully
        paid and nonassessable shares (the “Shares”) of the Corporation’s common
        stock (the “Common Stock”), at an exercise price of One Dollar and Fifty Cents
        ($1.50) 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.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (b)  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.

     

    (c)  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.

     

    (d)  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) 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.  Piggyback
      Registration Rights. If at any time after the date of the Company’s initial
      public offering of securities (“IPO”), if applicable, or the date upon which the
      Company’s securities are tradable
      on a national securities exchange, on the National Association of Securities
      Dealers, Inc. Automated Quotation System (collectively, “NASDAQ”), or the Over
      The Counter Bulletin Board, the
      Company shall propose to file any registration statement (other than any
      registration on Form S-4, S-8 or any other similarly inappropriate form, or
      any
      successor forms thereto) (the “Registration Statement”) under the 1933 Act
      covering a public offering of the Company's Common Stock, it will notify the
      Holder hereof at least twenty (20) days prior to each such filing and will
      use
      its best efforts to include in the Registration Statement (to the extent
      permitted by applicable regulation), the Common Stock purchased or purchasable
      by the Holder upon the exercise of the Warrant to the extent requested by the
      Holder hereof within ten (10) days after receipt of notice of such filing (which
      request shall specify the interest in this Warrant or the Shares intended to
      be
      sold or disposed of by such Holder and describe the nature of any proposed
      sale
      or other disposition thereof); provided, however, that if a greater number
      of
      Shares is offered for participation in the proposed offering than in the
      reasonable opinion of the managing underwriter of the proposed offering can
      be
      accommodated without adversely affecting the proposed offering, then the amount
      of Shares proposed to be offered by such Holders for registration, as well
      as
      the number of securities of any other selling shareholders participating in
      the
      registration, shall be proportionately reduced to a number deemed satisfactory
      by the managing underwriter. The Company shall bear all expenses and fees
      incurred in connection with the preparation, filing, and amendment of the
      Registration Statement with the Commission, except that the Holder shall pay
      all
      fees, disbursements and expenses of any counsel or expert retained by the Holder
      and all underwriting discounts and commissions, filing fees and any transfer
      or
      other taxes relating to the Shares included in the Registration Statement.
      The
      Holder of this Warrant agrees to cooperate with the Company in the preparation
      and filing of any Registration Statement, and in the furnishing of information
      concerning the Holder for inclusion therein, or in any efforts by the Company
      to
      establish that the proposed sale is exempt under the 1933 Act as to any proposed
      distribution.

     

    In
      the
      event of an IPO, the Holder hereby agrees that for a period of 180 days after
      the consummation of the IPO (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 or issuable 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.

     

    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
      Angelopolous, 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

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      4.3

     

    

      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:  	 
	 	 	
              
                

              

               

            
	 	 	
              
 
	 	Its 	
            
	 	
              
 
	 	 



     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    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. _______, dated _______________, 200_ (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. _______, dated _______________, 200_ (the “Warrant”)