Exhibit 10.35



Greenway Technologies, Inc.

Stock Purchase Warrant

Expiring: November 30, 2020.

THIS IS TO CERTIFY 	for value received, MTG
Holdings LTD (the "Holder") is entitled at any time from the date hereof, but prior to 5:00pm, Fort Worth, Texas time
on November 30, 2020, subject to and upon the terms and conditions herein, to purchase up to 1,000,000 (one million) fully paid
and nonassessable shares of the common stock, par value $0.0001 per share (the "Common Stock") of GREENWAY TECHNOLOGIES,
INC., a Texas corporation (the "Company") at a purchase price of $0.30 (thirty cents) per share (the "Exercise Price")
of the Common Stock, after taking into account the restrictive nature of the shares of the Common Stock as described below (such
number of shares of the Common Stock and the purchase price being subject to adjustment as provided herein). This Warrant shall
be void and of no effect and all rights hereunder shall cease at 5:00pm, Fort Worth, Texas time on November 30, 2020, except to
the extent therefore exercised, provided that in the case of the earlier dissolution of the Company, this Warrant shall become
void on the date fixed for such dissolution.







I. Covenants of the Company. The Company covenants that, while this Warrant is exercisable (a) it will
reserve from its authorized and issued shares of the Common Stock a sufficient number of shares of the Common Stock to provide
for the delivery of the shares of the Common Stock pursuant to the exercise of this Warrant, and (b) that all shares of the Common
Stock which may be issued upon the exercise of this Warrant will be fully paid and non-assessable.

2.
Protection Against Dilution. Etc. In any of the following events, occurring after the date of the issuance of this Warrant,
appropriate adjustment shall be made in the number of shares of the Common Stock to be deliverable upon the exercise of the Warrant
and the purchase price per share of the Common Stock to be paid, so as to maintain the proportionate interest of the Holder as
of the date hereof (a) recapitalization of the Company through a split-up or reverse split of the outstanding shares of the Common
Stock into a greater or lesser number, as the case may be, or (b) declaration of a dividend on the shares of the Common Stock,
payable in shares of the Common Stock or other securities of the
Company convertible into shares of the Common Stock, or (c) any of the events described in Paragraph 4 hereof.



3.
Merger, Etc. In case the Company, or any successor, shall be consolidated or merged with another company, or substantially
all of its assets shall be sold to another company in exchange for stock, cash or other property with the view to distributing
such stock, cash or other property to its shareholders, each of the shares of the Common Stock purchasable by this Warrant shall
be replaced for the



1

purposes hereof by
the securities of the Company or cash or property issuable or distributable in respect of one share of the Common Stock of the
Company, or its successors, upon such consolidation, merger, or sale, and adequate provision to that effect shall be made at the
time thereof. Provided, however, notwithstanding anything herein contained to the contrary, in the event that the terms of any
such consolidation, merger or sale call for the distribution of any cash or property to the shareholders of the Company, no cash
or property shall be distributable to the Holder in connection with any unexercised portion of this Warrant, unless the Holder
shall have exercised this Warrant pursuant to the terms of Paragraph 6 hereof and all other terms of this Warrant.

4.Notice
of Certain Events. Upon the happening of any event requiring an adjustment of the Warrant








purchase price hereunder, the Company
shall forthwith give written notice thereof to the Holder stating the adjusted Warrant purchase price and the adjusted number of
shares of the Common Stock purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail
the method of calculation is based. The Board of Directors of the Company shall determine the compensation made hereunder. In the
case of (a) any consolidation, merger, or sale affecting the Company and calling for the payment of cash or the delivery of property
to shareholders of the Company, or (b) any voluntary or involuntary dissolution, liquidation, or winding up of the Company shall
at any time be proposed, the Company shall give at least 20 days' prior written notice thereof to the Holder stating the date on
which such an event is to take place and the date (which shall be at least 20 days after the giving of such notice) as of which
the holders of record of shares of the Common Stock shall be entitled to participate in ay such event. If the Holder does not elect
to exercise any part of this Warrant as a result of any such notice, the Holder shall have no right with respect to any portion
of this Warrant which shall remain unexercised to participate in (x) any such cash or other property resulting from any such consolidation,
merger, or sale, or (y) any voluntary or involuntary dissolution, liquidation, or winding up of the Company,

5.Shareholders' Rights. Until the valid exercise of this Warrant, the Holder shall not
be entitled to any rights od a shareholder with respect to the shares of the Common Stock covered by this Warrant; but immediately
upon the exercise of this Warrant and upon payment as provided herein, the Holder shall be deemed a record holder of the shares
of the Common Stock.

6.Manner of Exercise. In order to exercise this Warrant, the Holder should surrender
this Warrant, duly endorsed or assigned to the Company or, in blank, at the office of the Company, accompanied by (a) written Form
of Election to Purchase attached hereto (the "Exercise Notice") that the Holder elects to exercise this Warrant or, if
less than the entire amount thereof is to be exercised, the portion thereof to be exercised, and (b) payment of the purchase price
of the shares of the Common Stock to be purchased on each exercise, in cash or by cashier's or certified check.



This
Warrant shall be deemed to have been exercised immediately prior to the close of business on the day of surrender of this Warrant
for exercise in accordance with the foregoing provisions, and at such time the person or persons entitled to receive the shares
of the Common Stock issuable upon exercise shall be treated for all purposes as the record holder or holders of the shares of the
Common Stock at such time. As promptly as practicable on or after the exercise date, but in no event later than three business
days, the Company shall issue and shall deliver to the Holder a certificate or certificates for the number of full shares of the
Common Stock issuable upon exercise.

In case this Warrant
is exercised in part only, upon such exercise the Company shall execute and deliver to the Holder thereof, at the expense of the
Company, a new Warrant to purchase, in the aggregate, in the number of shares of the Common Stock covered by the unexercised portion
of this Warrant.

7.Limitation on Exercise. The Holder (including any successor, transferee or assignee)
shall not have the right to convert any portion of this Warrant to the extent that giving effect to such exercise, the Holder (together
with the Holders affiliates) would beneficially own in excess of 9.999% (the Maximum Percentage") of the number of shares
of the Common Stock of the Company outstanding immediately after giving effect to such exercise. For the purposes of the foregoing
sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliates shall include the number
of shares of the Common Stock issuable upon conversion of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude the number of shares of the Common Stock which shall be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (ii) exercise of the unexercised
or non-converted portion of any other securities of the Company (including, without limitation, any other notes or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any
of its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this paragraph,
in determining the number of outstanding shares of the Common Stock, the Holder may rely on the number of outstanding shares of
the Common Stock as reflected in (x) the Company’s most recent Form 10-K, Form 10-Q or Form 8-K, as the case may be, (y)
a more recent public announcement by the Company, or (z) any other notice by the












Company or the Transfer Agent setting forth the
number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and
upon the written request of the Holder, the Company shall within two business days confirm in writing to the Holder the number
of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates
since the date as of which such number of outstanding



shares
of the Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage
to any other percentage specified in such notice; provided that (A) any such increase will not be effective until the 61st day
after such notice is delivered to the Company, (B) any such increase or decrease will apply to the Holder and not to any Other
holder of warrants, and (C) and In no case shall the Holder or its affiliates acquire in excess of 9.999% of the outstanding shares
of the Common Stock or the voting power of the Company.



8. 
The Holder represents and covenants that this Warrant has not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any other applicable securities law. This Warrant has been purchased for investment only and not
a view to distribute or resale, and may not be sold, pledged, hypothecated or otherwise transferred unless this Warrant or the
shares of the Common Stock represented hereby are registered under the Securities Act, any other applicable securities law, or
the Company has received an opinion of counsel satisfactory to it that registration is not required. A legend in substantially
the following form will be placed on ay certificates or other documents evidencing the shares of the Common Stock to be issued
upon any exercise of this Warrant

THE SECURITIES REPRESENTED
BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQIURED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMANDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OR COUNSEL SATISFACTORY To THE COMPANY THAT REGISTRATION
IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPAN OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY
TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMANDED, THE SECURITIES LAW OF
ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

Further, stop transfer instructions
to the transfer agent of the shares of the Common Stock have been or will be placed with respect to the shares of the Common Stock
so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the
provision of the legend set forth in this paragraph.

9.Fractional Warrants. Upon the exercise of this Warrant, no fractions of shares of the
Common Stock shall be issued; but fractional Warrants shall be delivered, entitling the Holder, upon surrender with other fractional
Warrants aggregating one or more full shares of the Common Stock, to purchase such full shares of the Common Stock.



10.The Company has not agreed
to file and the Company does not anticipate the filing of the registration statement under the Securities Act to allow the public
resale of any shares of the Common Stock issued upon the exercise of this Warrant

11.Loss, Theft, Destruction of a Warrant. Upon the receipt of evidence 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 indemnity reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation
of this Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant
of like tenor.










12.Arbitration. Any controversy or claim arising out of or relating to this Warrant, or
the breach, termination, or validity thereof, shall be settled by final and binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA Rules") in effect as of the effective date of this Warrant
The American Arbitration Association shall be responsible for (a) appointing a sole arbitrator, and (b) administering the case
in accordance with the AAA Rules. The situs of the arbitration shall be Houston, Texas. Upon the application of either party to
this Warrant, and whether or not an arbitration proceeding has yet been initiated, all courts having jurisdiction hereby are authorized
to (x) issue and enforce in any lawful manner, such temporary restraining orders, preliminary injunctions and other interim measures
of relief as may be necessary to prevent harm to a party s interest or as otherwise may be appropriate pending the conclusion of
arbitration proceedings pursuant to this Warrant, and (y) enter and enforce in any lawful manner such judgments for permanent equitable
relief as may be necessary to prevent harm to a party s interest or as otherwise may be appropriate following the issuance of arbitral
awards pursuant to the Warrant. Any order or judgment rendered by the arbitrator may be entered and enforced by any court having
competent jurisdiction.

13.Benefit. All the terms and provisions of this Warrant shall be binding upon and inure
to the benefit of and be enforceable by the parties herein, and their respective successors and permitted assigns.

14.Notices. All notices and communications hereunder shall be in writing and shall be
deemed to have been given (a) on the date they are delivered in person: (b) on the date initially received if delivered by facsimile
transmission or email followed by registered or certifies mail confirmation; (c) on the date delivered by an overnight courier
service; or (d) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage
and other fees prepaid, if to the Company addressed to Mr. D. Patrick Six at 8851 Camp Bowie West, Suite 240, Fort Worth, Texas
76116, telephone 817-346-6900, and emailand
if to the Holder, addressed to PO Box 81175, Las Vegas, NV 189180-1175, telephone 503-793-9300 and email

marshall.gleason@gmail.com.
Any party hereto may change its address upon 10 days' written notice to any other party hereto.

15.Construction. Words of any gender used in this Warrant shall be held and construed
to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context
requires otherwise. In addition, the pronouns used in this Warrant shall be understood and construed to apply whether the party
referred to is an individual, partnership, joint venture, corporation, or an individual or individuals doing business under a firm
or trade name, and the masculine, feminine and neuter pronouns shall each include the other and may be used interchangeably with
the same meaning.

16.Headings. The headings used in this Warrant are for convenience and reference only
and in no way define, limit, simplify or describe the scope or intent of this Warrant, and in no way effect or constitute a part
of this Warrant.

17.Invalidity_. In the event any one or more of the provisions contained in this Warrant
shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable
shall not effect the other provisions of this Warrant.

18.Law Governing. This Warrant shall be construed and governed by the laws of the State
of Texas, and all obligations hereunder shall be deemed performable in Tarrant County, Texas.










IN WITNESS WHEREOF, this Warrant
has been issued on November 30, 2017.