EXHIBIT 4.3


 


THIS WARRANT AND
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR
APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 


 


Issued: _________ ___,
20___


 


WARRANT TO PURCHASE SHARES


of


INVENT VENTURES, INC.


 


THIS CERTIFIES THAT,
for value received, __________________________________, or its registered assigns (the “Holder”), is entitled,
subject to the terms and conditions set forth herein, to purchase from INVENT Ventures, Inc., a Nevada corporation (the “Company”),
Shares (as defined below), in the amounts, at such times and at the price per share set forth herein. The term “Warrant”
as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.


 


1. Purchase of Shares.
Subject to the terms and conditions herein, the Holder is entitled, upon surrender of this Warrant to the Company, to purchase
from the Company up to the number of fully paid and nonassessable Shares calculated by dividing ___________ by the lesser of (a)
0.50, or (b) the price per share of the Shares sold to investors in the next Qualified Equity Financing.


 


2. Definitions.


 


(a)          Change
of Control. The term “Change of Control” shall mean (i) any stock acquisition (but excluding any sale
of stock for capital raising purposes), reorganization, merger or consolidation, other than a transaction or series of related
transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or
series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority
of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting
entity or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company.


 


(b)          Promissory
Note Repayment. “Promissory Note Repayment” shall mean the date upon which the Promissory Note, executed
by and among the Company and the Holder on _________, 2012, is repaid in full.


 







    	 



    	 



    

 


(c)          Qualified
Equity Financing. The term “Qualified Equity Financing” shall mean a transaction or series of related transactions
pursuant to which the Company issues and sells shares of its capital stock, with the principal purpose of raising capital, for
aggregate proceeds of at least $2,000,000 (excluding all amounts received upon conversion or cancellation of indebtedness).


 


(d)          Shares.
The term “Shares” shall mean the shares of the capital stock issued to investors in the Company’s next
Qualified Equity Financing; provided, however, that if no Qualified Equity Financing has occurred prior to the expiration date
of this Warrant, then the Holder may elect for the “Shares” to be the Company’s Common Stock.


 


3. Exercise Price
and Period


 


(a)   Exercise
Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the business day immediately
following the Promissory Note Repayment and ending on the expiration of this Warrant pursuant to Section 14 hereof.


 


(b)   Exercise
Price. The exercise price for the Shares (the “Exercise Price”) shall be lesser of (a) $0.50, and (b) the
price per share of the Shares sold to investors in the next Qualified Equity Financing; provided, however, that if no Qualified
Equity Financing has occurred prior to the expiration date of this Warrant and the Holder elects for the “Shares” to
be Common Stock, then the exercise price shall be $0.50.


 


4. Method of Exercise.
While this Warrant remains outstanding and exercisable, the Holder may exercise, in whole or in part, the purchase rights evidenced
hereby. Such exercise shall be effected by (i) the surrender of this Warrant, together with a notice of exercise, in substantially
the form attached as Exhibit A, to the Chief Executive Officer of the Company at its principal offices and (ii) the payment
to the Company of the aggregate Exercise Price for the number of Shares being purchased.


 


5. Certificates
for Shares. As soon as practicable upon the exercise of this Warrant, the Company shall issue the Holder a certificate for
the number of Shares so purchased and, if such exercise is in part, a new warrant (dated the date hereof) of like tenor representing
the remaining number of Shares purchasable under this Warrant.


 


6. Issuance of Shares.
The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.


 


7. Adjustment of
Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as follows:


  




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(a)   Subdivisions,
Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Warrant subdivide the Shares
(or the Common Stock underlying the Shares, if applicable), by split-up or otherwise, or combine its Shares (or the Common Stock
underlying the Shares, if applicable), or issue additional shares of its Shares (or the Common Stock underlying the Shares, if
applicable) as a dividend, the number of Shares issuable on the exercise of this Warrant shall be proportionately increased in
the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective
at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend,
or if no record date is fixed, upon the making of such dividend.


 


(b)   Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of
the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 7(a) above),
then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of
this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a
holder of the same number of Shares as were purchasable by the Holder immediately prior to such reclassification, reorganization,
or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that
the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable
upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the
aggregate purchase price shall remain the same.


 


(c)   Notice
of Adjustment. When any adjustment is required to be made pursuant to this Section 7, the Company shall promptly notify the
Holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.


 


8. Reservation of
Stock. The Company shall at all times have authorized and reserved, and shall keep available free from preemptive rights, a
sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.


 


9. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional Shares shall be issued upon the exercise of this Warrant,
but in lieu of such fractional Shares the Company shall make a cash payment therefor on the basis of the exercise price then in
effect.


 


10. Representations
of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders
necessary for the sale and issuance of this Warrant have been taken.


 


11. Representations
and Warranties by the Holder. The Holder represents and warrants to the Company as follows:


 


(a)
  This Warrant and the Shares issuable upon exercise hereof are being acquired for its own account, for investment
and not with a view to, or for resale in connection with, any distribution or public offering within the meaning of the
Securities Act of 1933, as amended (the "Act").


  




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(b)   The
Holder understands that this Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction
exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they
must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely,
unless a subsequent disposition thereof is registered under the Act or is exempted from such registration.


 


(c)   The
Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of the acquisition of this Warrant and the Shares purchasable pursuant to the terms of this Warrant.


 


(d)   The
Holder is able to bear the economic risk of the purchase of the Shares.


 


12. Restrictive
Legend.


 


The Shares (unless registered
under the Act) shall be stamped or imprinted with a legend in substantially the following form:


 


THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF
THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES
OF THE COMPANY.


 


13. Warrants Transferable.
Subject to compliance with the terms and conditions of this Section 13, this Warrant and all rights hereunder are transferable,
in whole or in part, without charge to the Holder (except for transfer taxes), upon surrender of this Warrant properly endorsed
or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant prior
to registration of such Warrant, the Holder agrees to give written notice to the Company prior thereto, describing briefly the
manner thereof, together with a written opinion of such Holder’s counsel, if reasonably requested by the Company, to the
effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act or any federal
or state securities law then in effect); provided, however, that no such opinion of counsel shall be required for (a) transfers
made pursuant to Rule 144 under the Act or (b) transfers by a Holder (i) that is a partnership transferring to its partners or
former partners in accordance with partnership interests, (ii) that is a corporation transferring to a wholly-owned subsidiary
or parent corporation that owns all of the capital stock of the Holder, (iii) that is a limited liability company transferring
to its members or former members in accordance with their interests in the limited liability company, (iv) that is an individual
transferring to a family member or trust for the benefit of the Holder, or (v) to an Affiliate (as defined below). Upon receiving
such written notice and reasonably satisfactory opinion, if such opinion is required and requested by the Company, the Company,
as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Warrant in accordance
with the terms of the notice delivered to the Company. If a determination has been made that the opinion of counsel for the Holder
is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such
determination has been made. For the purposes hereof, an “Affiliate” shall mean a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.










 




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14. Expiration of
Warrant. This Warrant shall expire and no longer be exercisable upon the earlier of (a) the consummation of any Change of Control
or (b) 5:00 p.m. Pacific time on the three (3) year anniversary of the Promissory Note Repayment. The Company will provide the
Holder with at least ten (10) days written notice prior to any Change of Control.


 


15. Notices.
All notices hereunder shall be effective when given, and shall be deemed to be given upon receipt or, if earlier, (a) five
(5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage
prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal
Express or similar overnight courier, freight prepaid or (d) one business day after the business day of facsimile transmission,
if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to the
Holder, ___________________________________________, and (ii) if to the Company, at 137 Bay Street Unit #1, Santa Monica,
CA 90405, tel: (702) 943-0320, or at such other address or facsimile number as the Company shall have furnished in writing.


 


16. Subchapter M
Election. Notwithstanding anything herein to the contrary, for so long as the Company has elected to be taxed pursuant to Subchapter
M of the Internal Revenue Code of 1986, as amended (the “Code”), any exercise, transfer or disposition of this
Warrant by the Holder that would preclude the Company from being taxed according to the provisions of Subchapter M of the Code,
or that would result in a change of the Company’s tax status under the Code, shall not be permitted and any such exercise,
transfer or other disposition shall be null, void and of no effect.


 


17. Governing Law.
This Warrant shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any
jurisdiction.


 


18. Binding Arbitration.
Any dispute arising out of or in connection with this Warrant shall be resolved solely and exclusively by confidential binding
arbitration with the Santa Monica, California branch of JAMS (“JAMS”) to be governed by JAMS’ Commercial
Rules of Arbitration applicable at the time of the commencement of the arbitration (the “JAMS Rules”) and heard
before one arbitrator. The Holder and the Company shall attempt to mutually select the arbitrator. In the event the Holder and
the Company are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. The
prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may
be entitled.


 










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19. Rights and Obligations
Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of the Holder and
of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.


 


20. Amendments and
Waivers. No modification of or amendment to this Warrant, nor any waiver of any rights under this Warrant, will be effective
unless in a writing signed by the Company and the Holder. Waiver by the Holder of a breach of any provision of this Warrant will
not operate as a waiver of any other or subsequent breach.


 


21. No Impairment.
The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist
in carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect
the Holder’s rights under this Warrant against impairment.


 


[Signature page follows]


 










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The Company has caused
this Warrant to be issued as of the date first written above.


 


	 	INVENT Ventures, Inc.
	 	a Nevada corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 










    	 



    	 



    

 


 


EXHIBIT A


 


NOTICE OF EXERCISE


 


		TO:	INVENT Ventures



137 Bay Street
#1


Santa Monica,
CA 90405


 


1.           The
undersigned hereby elects to purchase __________ shares of _____________ pursuant to the terms of the attached Warrant.


 


2.           Method
of Exercise (Please initial the applicable blank):


 


		___	The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders
herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if
any.



 


3.           Please
issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified
below:


 


	 	 	 
	 	(Name)	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


4.           The
undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no
present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth
in Section 11 of the attached Warrant are true and correct as of the date hereof.


 


	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Name)
	 	 	 
	 	 	 
	(Date)	 	(Title)


 










    	 



    	 



    

 


EXHIBIT B


 


FORM OF TRANSFER


(To be signed only upon transfer of Warrant)


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto _______________________________________________ the right represented
by the attached Warrant to purchase ____________ shares of ________________________ of INVENT VENTURES, INC. to which the attached
Warrant relates, and appoints ______________ Attorney to transfer such right on the books of __________, with full power of substitution
in the premises.


 


	Dated: 	 	 


 





	 	 	 
	 	 	(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
	 	 	 
	 	 	Address:	 
	 	 		 
	 	 	 	 
	 	 	 
	Signed in the presence of:	 	 
	 	 	 
	 	 	 







 







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