INVENT VENTURES, INC.	EXHIBIT 4.1


Common STOCK
Warrant


 


As partial consideration
for the Consulting Agreement between the parties (the “Consulting Agreement”), this certifies that _____________________________
(the “Holder”), its designees or permitted assigns, subject to the terms and conditions set forth herein, at
any time after the Commencement Date and prior to the Expiration Date (as such terms are defined below), is entitled to purchase
from INVENT Ventures, Inc., a Nevada corporation (the “Company”), 1,000,000 fully-paid and non-assessable shares
(subject to adjustment as provided herein) (the “Warrant Shares”) of the Company’s Common Stock (the “Common
Stock”), upon surrender to the Company at its principal office (or at such other location as the Company may advise the
Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly completed and signed and
upon payment of the aggregate Exercise Price (as defined below) for the number of Warrant Shares for which this Warrant is being
exercised determined in accordance with the provisions hereof. The exercise price (the “Exercise Price”) per
Warrant Share issuable pursuant to this Common Stock Warrant shall be equal to $0.33 per share.


 


This Warrant is issued
subject to the following terms and conditions:


 


1.          Exercise,
Issuance of Certificates. The Holder may exercise this Warrant, at any time or from time to time, during the period (a) commencing
at 9:00 a.m. (Eastern Time) on the next business day after closing on the full amount of the Regulation S Foreign Securities Offering
I (as defined in the Consulting Agreement) (the “Commencement Date”), and (b) expiring at 5:00 p.m. (Eastern
Time) on the two-year anniversary of the Commencement Date (the “Expiration Date”). The Holder may exercise
this Warrant on or prior to the Expiration Date for all or any part of the Warrant Shares (but not for a fraction of a share) that
may be purchased hereunder, as that number may be adjusted pursuant to Section 3 of this Warrant. The Company agrees that the Warrant
Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such Warrant
Shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, the completed
and executed Form of Subscription delivered, and payment made for such Warrant Shares (such date, a “Date of Exercise”).
Certificates for the Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is
entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense as soon as practicable
after the rights represented by this Warrant have been so exercised, but in any event not later than ten (10) business days following
the Date of Exercise. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the
Company shall cancel this Warrant and execute and deliver to the Holder hereof within a reasonable time a new Warrant or Warrants
of like tenor for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such purchase. Each stock certificate
so delivered shall be registered in the name of such Holder and issued with a legend in substantially the form of the legend placed
below on this Warrant.


 


(a)          The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common
Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 




    	 



    	 



    

 


(b)          Payment
of Exercise Price. The Holder shall pay the Exercise Price by delivering immediately available funds to the Company.


 


2.          Shares
to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Shares will, upon issuance and payment
of the applicable Exercise Price, be duly authorized, validly issued, fully paid and nonassessable, and free of all preemptive
rights, liens and encumbrances, except for restrictions on transfer provided for herein. The Company shall at all times reserve
and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the
rights to purchase all Warrant Shares granted pursuant to this Warrant, such number of shares of Common Stock as shall, from time
to time, be sufficient therefor.


 


3.          Adjustment
of Exercise Price and Number of Shares. The Exercise Price and the total number of Warrant Shares shall be subject to adjustment
from time to time upon the occurrence of certain events described in this Section 3.


 


(a)          Subdivision
or Combination of Stock. In the event the outstanding shares of the Company’s Common Stock shall be increased by a stock
dividend payable in Common Stock, stock split, subdivision, or other similar transaction occurring after the date hereof into a
greater number of shares of Common Stock, the Exercise Price in effect immediately prior to such subdivision shall be proportionately
reduced and the number of Warrant Shares issuable hereunder proportionately increased. Conversely, in the event the outstanding
shares of the Company’s Common Stock shall be decreased by reverse stock split, combination, consolidation, or other similar
transaction occurring after the date hereof into a lesser number of shares of Common Stock, the Exercise Price in effect immediately
prior to such combination shall be proportionately increased and the number of Warrant Shares issuable hereunder proportionately
decreased.


 


(b)          Reclassification.
If any reclassification of the capital stock of the Company or any reorganization, consolidation, merger, or any sale, lease, license,
exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all, of the business
and/or assets of the Company (the “Reclassification Events”) shall be effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities, or other assets or property, then, as a condition of such Reclassification
Event, lawful and adequate provisions shall be made whereby the Holder hereof shall thereafter have the right to purchase and receive
(in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby) such shares of stock, securities, or other assets or property as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately
theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any Reclassification Event, appropriate
provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of Warrant Shares), shall thereafter
be applicable, as nearly as may be, in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise
hereof.


 


(c)          Notice
of Adjustment. Upon any adjustment of the Exercise Price or any increase or decrease in the number of Warrant Shares, the Company
shall give written notice thereof, by first class mail postage prepaid, addressed to the registered Holder of this Warrant at the
address of such Holder as shown on the books of the Company. The notice shall be prepared and signed by the Company’s Chief
Financial Officer and shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.


 




    	 



    	 



    

 


4.          No
Voting or Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon the holder hereof the right
to vote or to consent to receive notice as a stockholder of the Company on any other matters or any rights whatsoever as a shareholder
of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby
or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.


 


5.          Compliance
with the Act; Registration Rights. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant is being acquired
for its own account and not for any other person or persons, for investment purposes and that it will not offer, sell, or otherwise
dispose of this Warrant except under circumstances which will not result in a violation of the Act or any applicable state securities
laws. The Company agrees that the Holder shall have the same registration rights, if any, provided to investors in the Regulation
S Foreign Securities Offering I.


 


6.          Limited
Transferability. The Holder represents that by accepting this Warrant it understands that this Warrant and any securities obtainable
upon exercise of this Warrant have not been registered for sale under Federal or state securities laws and are being offered and
sold to the Holder pursuant to one or more exemptions from the registration requirements of such securities laws. The Holder understands
that it must bear the economic risk of its investment in this Warrant and any securities obtainable upon exercise of this Warrant
for an indefinite period of time, as this Warrant and such securities have not been registered under Federal or state securities
laws and therefore cannot be sold unless subsequently registered under such laws, unless an exemption from such registration is
available. In the absence of an effective registration of such securities or an exemption therefrom, any certificates for such
securities shall bear the following legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


 


7.          Amendment,
Waiver, etc. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
or termination is sought.


 


8.          Notices.
Any notice, request, or other document required or permitted to be given or delivered to the Holder hereof or the Company shall
be delivered as set forth in the Consulting Agreement.


 


9.          Governing
Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the
laws of the State of Delaware without regard to the conflicts of laws provisions thereof.


 


10.         Lost
or Stolen Warrant. Upon 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, upon receipt of an indemnity reasonably satisfactory to
the Company, or in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company, at its expense,
will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.


 




    	 



    	 



    

 


11.         Fractional
Shares. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional
share, pay the Holder entitled to such fraction a sum in cash equal to such fraction (calculated to the nearest 1/100th of a share)
multiplied by the then effective Exercise Price on the date the Form of Subscription is received by the Company.


 


12.         Successors
and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors
of the Company and the successors and assigns of the Holder. The provisions of this Warrant are intended to be for the benefit
of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder.


 


13.         Severability
of Provisions. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired
thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of this 25th of
October 2012.


 


	 	INVENT VENTURES, INC.
	 	 
	 	By: 	 
	 	Name: 
	 	Title: 


 




    	 



    	 



    

 


FORM OF
SUBSCRIPTION


 


(To be signed only upon exercise of Warrant)


 


		To:	INVENT Ventures, Inc.



 


The undersigned, the
holder of the attached Common Stock Warrant, hereby elects to exercise the purchase right represented by such Warrant for, and
to purchase thereunder,                                    
shares of Common Stock of INVENT Ventures, Inc. and such holder herewith makes payment of $_________ therefor.


 


The undersigned requests
that certificates for such shares be issued in the name of, and delivered to:___________________________________________________________________________________________
whose address is: _________________________________________________________________________________.


 





 


	DATED:	 	 	 


 


	 	 
	 	(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
	 	 
	 	Name:	 
	 	 
	 	Title: