Exhibit 4.1





 


THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ADAPTIVE MEDIAS, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED.








	 	Right to Purchase [_______] shares of Common Stock of
    ADAPTIVE MEDIAS, INC. (subject to adjustment as provided herein)







 



















COMMON STOCK PURCHASE WARRANT 


 





	No.[_______]	Issue Date: [_______]







 


ADAPTIVE MEDIAS, INC., a corporation
organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received,
[_______]  or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the
Company at any time after the Issue Date until the Expiration Date, [_______]  fully paid and nonassessable shares of
the Common Stock of the Company (the “Warrant Shares”), at a per share purchase price of $3.00. The afore
described purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the
“Purchase Price.” The number and character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein.


 


1.
Definitions.   As used herein the following terms, unless the context otherwise requires, have the following
respective meanings:


 


(a)
The term “Change of Control” means the occurrence of any of the following:


 


(i)
the direct or indirect sale, transfer, conveyance or other disposition (including by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets of the Company, to any “person”
(within the meaning of Section 13(d) of the Exchange Act) other than the Company or any of its subsidiaries;


 


(ii)
the Company’s stockholders approve a plan for the liquidation or dissolution of the Company;


 


(iii)
any Person or Persons acting together that would constitute a group (for purposes of Section 13(d) of the Exchange Act,
or any successor provision thereto) (a “group”), together with any Affiliates or related Persons thereof, is or becomes
the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange
Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has
the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time or only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50%
of the voting power of the Voting Stock of the Company; or


 






    	 



    	 



    

 


(iv)
a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of
the Board prior to the date of the appointment or election. For purposes of this clause (iv), if any Person is considered to be
in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered
a Change in Control;


 


provided, however, that in no event shall the sale of the Common Stock to an underwriter or group
of underwriters in privity of contract with the Company (or any other Person in privity of contract with such underwriters) be
deemed to be a Change of Control unless such Common Stock is held in an investment account, in which case the investment account
would be treated without giving effect to the foregoing part of this provision; and provided, further, that a transaction shall
not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii)
its sole purpose is to create a holding company that shall be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.


 


(b)
The term “Company” shall include ADAPTIVE MEDIAS, Inc. and any corporation which shall succeed or assume the
obligations of ADAPTIVE MEDIAS, Inc. hereunder.


 


(c)
The term “Change of Control Expiration Time” means, with respect to any Change of Control, immediately prior
to the time of consummation of such Change of Control.


 


(d)
The term “Common Stock” includes (a) the Company’s Common Stock, $.001 par value per share, as authorized
on the Issue Date, and (b) any other securities into which or for which any of the securities described in (a) may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(e)
The term “Expiration Date” means (i) 5:00 p.m., New York time on the fifth anniversary after the Issue Date,
(ii) The Change of Control Expiration Time; or (iii) the Price Expiration Time.


 


(f)
The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company
or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 3 or otherwise.


 


(g)
The term “Price Expiration Time” means 5:00 p.m., New York time on the fifth business day after notice has been
given by the Company in accordance with Section 8 of this Warrant that the Quoted Price of the Company’s Common Stock has
been at least 150% of the then effective Exercise Price on at least 20 of 30 successive Trading Days in a period ending not more
than 15 days prior to the date notice is given by the Company.


 


(h)
The term “Quoted Price” means, on any Trading Day, with respect to any security, the last reported sales price
or, in case no such reported sale takes place on such Trading Day, the average of the reported closing bid and asked prices, in
either case on the NASDAQ Stock Market or, if such security is not listed or admitted to trading on such exchange, on the principal
national securities exchange on which such security is listed or admitted to trading or, if such security is not listed or admitted
to trading on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market
in the United States as furnished by any New York Stock Exchange member firm that shall be selected from time to time by the Company
for that purpose.


 




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(i)
The term “Trading Day” means each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which
securities are not traded on the applicable securities exchange or in the applicable securities market.


 


2.
Exercise of Warrant.


 


Exercise Limitation. Notwithstanding any other
provision, at no time may the Holder exercise this Warrant such that the number of Warrant Shares to be received pursuant to such
exercise, aggregated with all other shares of Common Stock then owned by the Holder beneficially or deemed beneficially owned
by the Holder, would result in the Holder owning more than 4.99% of the outstanding equity of the Company (including without limitation
Common Stock and any preferred stock) as would be outstanding on the date of exercise, as determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition, as of any date, the aggregate number
of shares of Common Stock into which this Warrant is exercisable within 61 days, together with all other shares of Common Stock
then beneficially owned (as such term is defined in Rule 13(d) under the Exchange Act) by Holder and its affiliates, shall not
exceed 4.99% of the outstanding equity of the Company (including without limitation Common Stock and any preferred stock) as of
such date.


 


(a)
Number of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date,
the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection
2(b) or upon exercise of this Warrant in part in accordance with subsection 2(c), shares of Common Stock of the Company, subject
to adjustment pursuant to Section 3.


 


(b)
Full Exercise. This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile
copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder
and surrender of the original Warrant within five (5) trading days of exercise, to the Company at its principal office, accompanied
by payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained
by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.


 


(c)
 Partial Exercise. This Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant
in the manner and at the place provided in subsection 2(b) except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue
and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock
for which such Warrant may still be exercised.


 


(d)
Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the “Determination
Date”) shall mean:


 


(i)
If the Company’s Common Stock is traded on an exchange, then the closing or last sale price, respectively, reported
for the last business day immediately preceding the Determination Date;


 




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(ii)
If the Company’s Common Stock is not traded on an exchange, but is traded in the over-the-counter market, then the
average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date;


 


(iii)
Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Board of
Directors of the Company shall in good faith determine; or


 


(iv)
If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common
Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable
per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all
of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 


(e)
Delivery of Stock Certificates, etc. on Exercise. As soon as practicable after the exercise of this Warrant in full
or in part, and in any event within five (5) trading days thereafter, the Company at its expense will cause to be issued in the
name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may
direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued,
fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied
by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 2 or otherwise.


 


(f)
Common Stock Legend. The Holder acknowledges and agrees that the shares of Common Stock of the Company, and, until
such time as the Common Stock has been registered under the 1933 Act and sold in accordance with an effective registration statement,
or exemption from registration, certificates and other instruments representing any of the Common Stock shall bear a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities):


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE
SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
ADAPTIVE MEDIAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


3.
Adjustment for Reorganization.


 


(a)
Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall effect a
reorganization, then, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by
the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation
of such reorganization shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property to which such Holder would have been entitled
upon such consummation if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment
thereafter as provided in this Section 3.


 






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(b)
Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of
the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common
Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in
each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then
Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior
to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event,
and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or events described herein in this Section 3. The number
of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 2, be
entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise
(but for the provisions of this Section 3) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase
Price that would otherwise (but for the provisions of this Section 3) be in effect, and (b) the denominator is the Purchase Price
in effect on the date of such exercise.


 


(c)
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or
Other Securities) issuable on the exercise of the Warrants, 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 the 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 (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase 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 of the Warrant.


 


4.
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times
reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.


 


5.
Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange
of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement
Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor
of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants
of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.


 




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6.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


7.
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company
may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


8.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company to: 16795 Von Karman #240, Irvine, CA 92606, and
(ii) if to the Holder, 17901 Von Karman Ave, Ste 600, Irvine, CA 92614.


 


9.
Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant
shall be construed and enforced in accordance with and governed by the laws of California. Any dispute relating to this Warrant
shall be adjudicated in the City and County of San Francisco in the State of California. The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of any other provision.


 


10.
No rights as Stockholder. Until the Holder has exercised this Warrant, Holder shall have no rights as a stockholder
of the Company in respect to the Warrants until the Holder has exercise its rights to receive Warrant Shares.


 


[Signature Page Follows.]


 




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IN WITNESS WHEREOF, the Company has executed this Warrant as
of the date first written above.


 








	 	ADAPTIVE MEDIAS, INC.
	 	 	 
	 	By:	 
	 	 	Name: Qayed Shareef 
	 	 	Title:  Chief Executive Officer 







 




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Exhibit A 


 


FORM OF SUBSCRIPTION


(to be signed only on exercise of Warrant)


TO:   ADAPTIVE MEDIAS, INC.


 


The undersigned, pursuant to the provisions set forth in the
attached Warrant, hereby irrevocably elects to purchase ________ shares of the Common Stock covered by such Warrant.


 


The undersigned herewith makes payment of the full purchase
price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of
$__________ in lawful money of the United States.


 


The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to ________________________________whose address is _______________________________________________________________________________________
..


 


The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration
of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption
from registration under the Securities Act.


 





	Dated: 	 	 	 
	 	 	(Signature must conform to name of holder as specified on the face of the Warrant) 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)







  




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Exhibit B 


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of 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 within Warrant
to purchase the percentage and number of shares of Common Stock of ADAPTIVE MEDIAS, INC. to which the within Warrant relates 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 its respective right on the books of ADAPTIVE MEDIAS, INC.
with full power of substitution in the premises.


 





	Transferees	Percentage
    Transferred	Number Transferred
	 	 	 
	 	 	 
	 	 	 







 








	Dated:                            
    ,                                         	 	 
	 	 	(Signature must conform to name of holder as specified on the face of the warrant)
	 	 	 
	Signed in the presence of	 	 
	 	 	 
	 	 	 
	(Name)	 	(address)
	 	 	 
	 	 	 
	ACCEPTED AND AGREED:	 	
	[TRANSFEREE]	 	(address)
	 	 	 
	 	 	 
	(Name)