World Moto, Inc. - Exhibit 10.1 - Filed by newsfilecorp.com




Exhibit 10.1 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS
  SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
  COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
  EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
  “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
  TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
  AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
  APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
  THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
  ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
  EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
  ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. 

COMMON STOCK PURCHASE WARRANT 

WORLD MOTO, INC. 

	Warrant Shares: _______	Initial Exercise Date: 
	August 19, 2015 	 


            THIS
  COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value
  received, Aegis Capital Corp. or its assigns (the “Holder”) is entitled,
  upon the terms and subject to the limitations on exercise and the conditions
  hereinafter set forth, at any time on or after the date hereof (the “Initial
    Exercise Date”) and on or prior to the close of business on the five (5)
  year anniversary of the Initial Exercise Date (the “Termination Date”)
  but not thereafter, to subscribe for and purchase from World Moto, Inc., a
  Nevada corporation (the “Company”), up to ___________ shares (as subject
  to adjustment hereunder, the “Warrant Shares”) of Common Stock. The
  purchase price of one share of Common Stock under this Warrant shall be equal to
  the Exercise Price, as defined in Section 1(b). 

Section
  1.      Exercise. 

            a)        Exercise of Warrant. Exercise of the purchase rights represented by this
  Warrant may be made, in whole or in part, at any time or times on or after the
  Initial Exercise Date and on or before the Termination Date by delivery to the
  Company (or such other office or agency of the Company as it may designate by
  notice in writing to the registered Holder at the address of the Holder
  appearing on the books of the Company) of a duly executed copy of the Notice of
  Exercise form annexed hereto and within three (3) business days of the date said
  Notice of Exercise is delivered to the Company, the Company shall have received
  payment of the aggregate Exercise Price of the shares thereby purchased by wire
  transfer or cashier’s check drawn on a United States bank or, if available,
  pursuant to the cashless exercise procedure specified in Section 1(c) below.
  Notwithstanding anything herein to the contrary, the Holder shall not be
  required to physically surrender this Warrant to the Company until the Holder
  has purchased all of the Warrant Shares available hereunder and the Warrant has
  been exercised in full, in which case, the Holder shall surrender this Warrant
  to the Company for cancellation within three (3) business days of the date the
  final Notice of Exercise is delivered to the Company. Partial exercises of this
  Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder
  shall have the effect of lowering the outstanding number of Warrant Shares
  purchasable hereunder in an amount equal to the applicable number of Warrant
  Shares purchased. The Holder and the Company shall maintain records showing the
  number of Warrant Shares purchased and the date of such purchases. The Company
  shall deliver any objection to any Notice of Exercise Form within one (1)
  business day of receipt of such notice. The Holder and any assignee, by
    acceptance of this Warrant, acknowledge and agree that, by reason of the
    provisions of this paragraph, following the purchase of a portion of the Warrant
    Shares hereunder, the number of Warrant Shares available for purchase hereunder
  at any given time may be less than the amount stated on the face hereof. 

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            b)        Exercise Price. The exercise price per share of the Common Stock under
  this Warrant shall be $___ subject to adjustment hereunder (the
  “Exercise Price”). 

            c)        Cashless Exercise. If at any time after the six (6) month anniversary of
  the Initial Exercise Date, there is no effective Registration Statement
  registering, or no current prospectus available for, the resale of the Warrant
  Shares by the Holder, then this Warrant may also be exercised, in whole or in
  part, at such time by means of a “cashless exercise” in which the Holder shall
  be entitled to receive a number of Warrant Shares equal to the quotient obtained
  by dividing [(A-B) (X)] by (A), where: 

	 	(A) = 	the volume weighted average price (“VWAP”) on the
      business day immediately preceding the date on which Holder elects to
      exercise this Warrant by means of a “cashless exercise,” as set forth in
      the applicable Notice of Exercise; 

	 	 	 
	 	(B) =	the Exercise Price of this Warrant, as adjusted
      hereunder; and 

	 	 	 
	 	(X) = 	the number of Warrant Shares that would be issuable upon
      exercise of this Warrant in accordance with the terms of this Warrant if
      such exercise were by means of a cash exercise rather than a cashless
      exercise. 



            Notwithstanding
  anything herein to the contrary, on the Termination Date, this Warrant shall be
  automatically exercised via cashless exercise pursuant to this Section 1(c). 

            d)        Mechanics of Exercise. 

                           
  i.          Delivery of Warrant
    Shares Upon Exercise. Warrant Shares purchased hereunder shall be
  transmitted by the Company’s transfer agent (the “Transfer Agent”) to the
  Holder by crediting the account of the Holder’s prime broker with The Depository
  Trust Company through its Deposit or Withdrawal at Custodian system
  (“DWAC”) if the Company is then a participant in such system and either
  (A) there is an effective registration statement permitting the issuance of the
  Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the
  shares are eligible for resale by the Holder without volume or manner-of-sale
  limitations pursuant to Rule 144, and otherwise by physical delivery to the
  address specified by the Holder in the Notice of Exercise by the date that is
  three (3) business days after the latest of (A) the delivery to the Company of
  the Notice of Exercise, (B) surrender of this Warrant (if required), and (C)
  payment of the aggregate Exercise Price as set forth above (including by
  cashless exercise, if permitted) (such date, the “Warrant Share Delivery
    Date”). The Warrant Shares shall be deemed to have been issued, and Holder
  or any other person so designated to be named therein shall be deemed to have
  become a holder of record of such shares for all purposes, as of the date the
  Warrant has been exercised, with payment to the Company of the Exercise Price
  (or by cashless exercise, if permitted) and
  all taxes required to be paid by the Holder, if any, pursuant to Section
  1(d)(vi) prior to the issuance of such shares, having been paid.

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                             ii.         Delivery of New Warrants Upon Exercise. If this Warrant shall have been
  exercised in part, the Company shall, at the request of a Holder and upon
  surrender of this Warrant certificate, at the time of delivery of the Warrant
  Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder
  to purchase the unpurchased Warrant Shares called for by this Warrant, which new
  Warrant shall in all other respects be identical with this Warrant. 

                           
  iii.        Rescission Rights. If the
  Company fails to cause the Transfer Agent to transmit to the Holder the Warrant
  Shares pursuant to Section 1(d)(i) by the second business day following the
  Warrant Share Delivery Date, then the Holder will have the right to rescind such
  exercise. 

                           
  iv.        Compensation for Buy-In on
    Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
  to any other rights available to the Holder, if the Company fails to cause the
  Transfer Agent to transmit to the Holder the Warrant Shares pursuant to an
  exercise on or before the second business day following the Warrant Share
  Delivery Date, and if after such date the Holder is required by its broker to
  purchase (in an open market transaction or otherwise) or the Holder’s brokerage
  firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a
  sale by the Holder of the Warrant Shares which the Holder anticipated receiving
  upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash
  to the Holder the amount, if any, by which (x) the Holder’s total purchase price
  (including brokerage commissions, if any) for the shares of Common Stock so
  purchased exceeds (y) the amount obtained by multiplying (1) the number of
  Warrant Shares that the Company was required to deliver to the Holder in
  connection with the exercise at issue times (2) the price at which the sell
  order giving rise to such purchase obligation was executed, and (B) at the
  option of the Holder, either reinstate the portion of the Warrant and equivalent
  number of Warrant Shares for which such exercise was not honored (in which case
  such exercise shall be deemed rescinded) or deliver to the Holder the number of
  shares of Common Stock that would have been issued had the Company timely
  complied with its exercise and delivery obligations hereunder. For example, if
  the Holder purchases Common Stock having a total purchase price of $11,000 to
  cover a Buy-In with respect to an attempted exercise of shares of Common Stock
  with an aggregate sale price giving rise to such purchase obligation of $10,000,
  under clause (A) of the immediately preceding sentence the Company shall be
  required to pay the Holder $1,000. The Holder shall provide the Company written
  notice indicating the amounts payable to the Holder in respect of the Buy-In
  and, upon request of the Company, evidence of the amount of such loss. 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 shares of Common Stock upon exercise of the Warrant as
  required pursuant to the terms hereof. 

                           
  v.         No Fractional Shares or
    Scrip. No fractional shares or scrip representing fractional shares shall be
  issued upon the exercise of this Warrant. As to any fraction of a share which
  the Holder would otherwise be entitled to purchase upon such exercise, the
  Company shall, at its election, either pay a cash adjustment in respect of such
  final fraction in an amount equal to such fraction multiplied by the Exercise
  Price or round up to the next whole share. 

                           
  vi.        Charges, Taxes and
    Expenses. Issuance of Warrant Shares shall be made without charge to the
  Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant
  Shares, all of which taxes and expenses shall be paid by the Company, and such
  Warrant Shares shall be issued in the name of the Holder or in such name or
  names as may be directed by the Holder; provided, however, that in
  the event that Warrant Shares are to be issued in a name other than the name of
  the Holder, this Warrant when surrendered for exercise shall be accompanied by
  the Assignment Form attached hereto duly executed by the Holder and the Company
  may require, as a condition thereto, the payment of a sum sufficient to
  reimburse it for any transfer tax incidental thereto. The Company shall pay all
  Transfer Agent fees required for same-day processing of any Notice of Exercise. 

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  e)        Holder’s Exercise
    Limitations. The Company shall not effect any exercise of this Warrant, and
  a Holder shall not have the right to exercise any portion of this Warrant,
  pursuant to Section 1 or otherwise, to the extent that after giving effect to
  such issuance after exercise as set forth on the applicable Notice of Exercise,
  the Holder (together with the Holder’s affiliates, and any other persons acting
  as a group together with the Holder or any of the Holder’s affiliates), would
  beneficially own in excess of the Beneficial Ownership Limitation (as defined
  below). For purposes of the foregoing sentence, the number of shares of Common
  Stock beneficially owned by the Holder and its affiliates shall include the
  number of shares of Common Stock issuable upon exercise of this Warrant with
  respect to which such determination is being made, but shall exclude the number
  of shares of Common Stock which would 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 or conversion of the unexercised or
  non-converted portion of any other securities of the Company (including, without
  limitation, any other any securities of the Company or its subsidiaries which
  would entitle the holder thereof to acquire at any time Common Stock, including,
  without limitation, any debt, preferred stock, right, option, warrant or other
  instrument that is at any time convertible into or exercisable or exchangeable
  for, or otherwise entitles the holder thereof to receive, Common Stock, or
  “Common Stock Equivalents”) 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 Section 1(e), beneficial ownership shall be
  calculated in accordance with Section 13(d) of the Securities Exchange Act of
  1934, as amended, and the rules and regulations promulgated thereunder (the
  “Exchange Act”), it being acknowledged by the Holder that the Company is
  not representing to the Holder that such calculation is in compliance with
  Section 13(d) of the Exchange Act and the Holder is solely responsible for any
  schedules required to be filed in accordance therewith. To the extent that the
  limitation contained in this Section 1(e) applies, the determination of whether
  this Warrant is exercisable (in relation to other securities owned by the Holder
  together with any affiliates) and of which portion of this Warrant is
  exercisable shall be in the sole discretion of the Holder, and the submission of
  a Notice of Exercise shall be deemed to be the Holder’s determination of whether
  this Warrant is exercisable (in relation to other securities owned by the Holder
  together with any affiliates) and of which portion of this Warrant is
  exercisable, in each case subject to the Beneficial Ownership Limitation, and
  the Company shall have no obligation to verify or confirm the accuracy of such
  determination. In addition, a determination as to any group status as
  contemplated above shall be determined in accordance with Section 13(d) of the
  Exchange Act and the rules and regulations promulgated thereunder. For purposes
  of this Section 1(e), in determining the number of outstanding shares of Common
  Stock, a Holder may rely on the number of outstanding shares of Common Stock as
  reflected in (A) the Company’s most recent periodic or annual report filed with
  the Commission, as the case may be, (B) a more recent public announcement by the
  Company or (C) a more recent written notice by the Company or the Transfer Agent
  setting forth the number of shares of Common Stock outstanding. Upon the written
  or oral request of a Holder, the Company shall within two business days confirm
  orally and in writing to the Holder the number of shares of Common Stock then
  outstanding. In any case, the number of outstanding shares of 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 Common Stock was reported.
  The “Beneficial Ownership Limitation” shall be 4.99% of the number
  of shares of the Common Stock outstanding immediately after giving effect to the
  issuance of shares of Common Stock issuable upon exercise of this Warrant. The
  Holder, upon not less than 61 days’ prior notice to the Company, may increase or
  decrease the Beneficial Ownership Limitation provisions of this Section 1(e),
  provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of
  the number of shares of the Common Stock outstanding immediately after giving
  effect to the issuance of shares of Common Stock upon exercise of this Warrant
  held by the Holder and the provisions of this Section 1(e) shall continue to
  apply. Any such increase or decrease will not be effective until the
  61st day after such notice is delivered to the Company. The
  provisions of this paragraph shall be construed and implemented in a manner
  otherwise than in strict conformity with the terms of this Section 1(e) to
  correct this paragraph (or any portion hereof) which may be defective or
  inconsistent with the intended Beneficial Ownership Limitation herein contained
  or to make changes or supplements necessary or desirable to properly give effect
  to such limitation. The limitations contained in this paragraph shall apply to a
  successor holder of this Warrant. 

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Section
  2.      Certain Adjustments. 

            a)        Stock Dividends and Splits. If the Company, at any time while this
  Warrant is outstanding: (i) pays a stock dividend or otherwise makes a
  distribution or distributions on shares of its Common Stock or any other equity
  or equity equivalent securities payable in shares of Common Stock (which, for
  avoidance of doubt, shall not include any shares of Common Stock issued by the
  Company upon exercise of this Warrant), (ii) subdivides outstanding shares of
  Common Stock into a larger number of shares, (iii) combines (including by way of
  reverse stock split) outstanding shares of Common Stock into a smaller number of
  shares or (iv) issues by reclassification of shares of the Common Stock any
  shares of capital stock of the Company, then in each case the Exercise Price
  shall be multiplied by a fraction of which the numerator shall be the number of
  shares of Common Stock (excluding treasury shares, if any) outstanding
  immediately before such event and of which the denominator shall be the number
  of shares of Common Stock outstanding immediately after such event, and the
  number of shares issuable upon exercise of this Warrant shall be proportionately
  adjusted such that the aggregate Exercise Price of this Warrant shall remain
  unchanged. Any adjustment made pursuant to this Section 2(a) shall become
  effective immediately after the record date for the determination of
  stockholders entitled to receive such dividend or distribution and shall become
  effective immediately after the effective date in the case of a subdivision,
  combination or re-classification. 

           
  b)        Pro Rata Distributions.
  During such time as this Warrant is outstanding, if the Company shall declare or
  make any dividend or other distribution of its assets (or rights to acquire its
  assets) to holders of shares of Common Stock, by way of return of capital or
  otherwise (including, without limitation, any distribution of cash, stock or
  other securities, property or options by way of a dividend, spin off,
  reclassification, corporate rearrangement, scheme of arrangement or other
  similar transaction) (a “Distribution”), at any time after the issuance
  of this Warrant, then, in each such case, the Holder shall be entitled to
  participate in such Distribution to the same extent that the Holder would have
  participated therein if the Holder had held the number of shares of Common Stock
  acquirable upon complete exercise of this Warrant (without regard to any
  limitations on exercise hereof, including without limitation, the Beneficial
  Ownership Limitation) immediately before the date of which a record is taken for
  such Distribution, or, if no such record is taken, the date as of which the
  record holders of shares of Common Stock are to be determined for the
  participation in such Distribution (provided, however, to the
  extent that the Holder’s right to participate in any
  such Distribution would result in the Holder exceeding the Beneficial Ownership
  Limitation, then the Holder shall not be entitled to participate in such
  Distribution to such extent (or in the beneficial ownership of any shares of
  Common Stock as a result of such Distribution to such extent) and the portion of
  such Distribution shall be held in abeyance for the benefit of the Holder until
  such time, if ever, as its right thereto would not result in the Holder
  exceeding the Beneficial Ownership Limitation). 

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  c)        Fundamental Transaction. If,
  at any time while this Warrant is outstanding, (i) the Company, directly or
  indirectly, in one or more related transactions effects any merger or
  consolidation of the Company with or into another Person, (ii) the Company,
  directly or indirectly, effects any sale, lease, license, assignment, transfer,
  conveyance or other disposition of all or substantially all of its assets in one
  or a series of related transactions, (iii) any, direct or indirect, purchase
  offer, tender offer or exchange offer is completed pursuant to which holders of
  Common Stock are permitted to sell, tender or exchange their shares for other
  securities, cash or property and has been accepted by the holders of 50% or more
  of the outstanding Common Stock, (iv) the Company, directly or indirectly, in
  one or more related transactions effects any reclassification, reorganization or
  recapitalization of the Common Stock or any compulsory share exchange pursuant
  to which the Common Stock is effectively converted into or exchanged for other
  securities, cash or property, or (v) the Company, directly or indirectly, in one
  or more related transactions consummates a stock or share purchase agreement or
  other business combination (including, without limitation, a reorganization,
  recapitalization, spin-off or scheme of arrangement) with another person or
  group of persons whereby such other person or group acquires more than 50% of
  the outstanding shares of Common Stock (not including any shares of Common Stock
  held by the other person or other persons making or party to, or associated or
  affiliated with the other persons making or party to, such stock or share
  purchase agreement or other business combination) (each a “Fundamental
    Transaction”), then, upon any subsequent exercise of this Warrant, the
  Holder shall have the right to receive, for each Warrant Share that would have
  been issuable upon such exercise immediately prior to the occurrence of such
  Fundamental Transaction, at the option of the Holder, the number of shares of
  Common Stock of the successor or acquiring corporation or of the Company, if it
  is the surviving corporation, and any additional consideration (the
  “Alternate Consideration”) receivable as a result of such Fundamental
  Transaction by a holder of the number of shares of Common Stock for which this
  Warrant is exercisable immediately prior to such Fundamental Transaction
  (without regard to any limitation in Section 1(e) on the exercise of this
  Warrant). For purposes of any such exercise, the determination of the Exercise
  Price shall be appropriately adjusted to apply to such Alternate Consideration
  based on the amount of Alternate Consideration issuable in respect of one share
  of Common Stock in such Fundamental Transaction, and the Company shall apportion
  the Exercise Price among the Alternate Consideration in a reasonable manner
  reflecting the relative value of any different components of the Alternate
  Consideration. If holders of Common Stock are given any choice as to the
  securities, cash or property to be received in a Fundamental Transaction, then
  the Holder shall be given the same choice as to the Alternate Consideration it
  receives upon any exercise of this Warrant following such Fundamental
  Transaction. Notwithstanding anything to the contrary, in the event of a
  Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3
  transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a
  Fundamental Transaction involving a person or entity not traded on a national
  securities exchange, the Company or any Successor Entity (as defined below)
  shall, at the Holder’s option, exercisable at any time concurrently with, or
  within 30 days after, the consummation of the Fundamental Transaction, purchase
  this Warrant from the Holder by paying to the Holder an amount of cash equal to
  the Black Scholes Value of the remaining unexercised portion of this Warrant on
  the date of the consummation of such Fundamental Transaction. “Black Scholes
  Value” means the value of this Warrant based on the Black and Scholes Option
  Pricing Model obtained from the “OV” function on Bloomberg, L.P.
  (“Bloomberg”) determined as of the day of consummation of the applicable
  Fundamental Transaction for pricing purposes and reflecting (A) a risk-free
  interest rate corresponding to the U.S. Treasury rate for a period equal to the
  time between the date of the public announcement of the applicable Fundamental
  Transaction and the Termination Date, (B) an expected volatility equal to the
  greater of 100% and the 100 day volatility obtained from the HVT function on
  Bloomberg as of the business day immediately following the public announcement
  of the applicable Fundamental Transaction, (C) the underlying price per share
  used in such calculation shall be the sum of the price per share being offered
  in cash, if any, plus the value of any non-cash consideration, if any, being
  offered in such Fundamental Transaction and (D) a remaining option time equal to
  the time between the date of the public announcement of the applicable
  Fundamental Transaction and the Termination Date. The Company shall cause any
  successor entity in a Fundamental Transaction in which the Company is not the
  survivor (the “Successor Entity”) to assume in writing all of the
  obligations of the Company under this Warrant and the other Transaction
  Documents in accordance with the provisions of this Section 2(c) pursuant to
  written agreements in form and substance reasonably satisfactory to the Holder
  and approved by the Holder (without unreasonable delay) prior to such
  Fundamental Transaction and shall, at the option of the Holder, deliver to the
  Holder in exchange for this Warrant a security of the Successor Entity evidenced
  by a written instrument substantially similar in form and substance to this
  Warrant which is exercisable for a corresponding number of shares of capital
  stock of such Successor Entity (or its parent entity) equivalent to the shares
  of Common Stock acquirable and receivable upon exercise of this Warrant (without
  regard to any limitations on the exercise of this Warrant) prior to such
  Fundamental Transaction, and with an exercise price which applies the exercise
  price hereunder to such shares of capital stock (but taking into account the
  relative value of the shares of Common Stock pursuant to such Fundamental
  Transaction and the value of such shares of capital stock, such number of shares
  of capital stock and such exercise price being for the purpose of protecting the
  economic value of this Warrant immediately prior to the consummation of such
  Fundamental Transaction), and which is reasonably satisfactory in form and
  substance to the Holder. Upon the occurrence of any such Fundamental
  Transaction, the Successor Entity shall succeed to, and be substituted for (so
  that from and after the date of such Fundamental Transaction, the provisions of
  this Warrant and the other Transaction Documents referring to the “Company”
  shall refer instead to the Successor Entity), and may exercise every right and
  power of the Company and shall assume all of the obligations of the Company
  under this Warrant and the other Transaction Documents with the same effect as
  if such Successor Entity had been named as the Company herein. 

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            d)        Calculations. All calculations under this Section 2 shall be made to the
  nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
  of this Section 2, the number of shares of Common Stock deemed to be issued and
  outstanding as of a given date shall be the sum of the number of shares of
  Common Stock (excluding treasury shares, if any) issued and outstanding. 

Section
  3.      Transfer of Warrant. 

            a)        Transferability. Subject to compliance with any applicable securities
  laws and the conditions set forth in Section 3(d) hereof, this Warrant and all
  rights hereunder (including, without limitation, any registration rights) are
  transferable, in whole or in part, upon surrender of this Warrant at the
  principal office of the Company or its designated agent, together with a written
  assignment of this Warrant substantially in the form attached hereto duly
  executed by the Holder or its agent or attorney and funds sufficient to pay any
  transfer taxes payable upon the making of such transfer. Upon such surrender
  and, if required, such payment, the Company shall execute and deliver a new
  Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or
  denominations specified in such instrument of assignment, and shall issue to the
  assignor a new Warrant evidencing the portion of this Warrant not so assigned,
  and this Warrant shall promptly be cancelled. The Warrant, if properly assigned
  in accordance herewith, may be exercised by a new holder for the purchase of
  Warrant Shares without having a new Warrant issued. 

8 




            b)        New Warrants. This Warrant may be divided or combined with other Warrants
  upon presentation hereof at the aforesaid office of the Company, together with a
  written notice specifying the names and denominations in which new Warrants are
  to be issued, signed by the Holder or its agent or attorney. Subject to
  compliance with Section 3(a), as to any transfer which may be involved in such
  division or combination, the Company shall execute and deliver a new Warrant or
  Warrants in exchange for the Warrant or Warrants to be divided or combined in
  accordance with such notice. All Warrants issued on transfers or exchanges shall
  be dated the Exercise Date and shall be identical with this Warrant except as to
  the number of Warrant Shares issuable pursuant thereto. 

            c)        Warrant Register. The Company shall register this Warrant, upon records
  to be maintained by the Company for that purpose (the “Warrant
    Register”), in the name of the record Holder hereof from time to time. The
  Company may deem and treat the registered Holder of this Warrant as the absolute
  owner hereof for the purpose of any exercise hereof or any distribution to the
  Holder, and for all other purposes, absent actual notice to the contrary. 

            d)        Representation by the Holder. The Holder, by the acceptance hereof,
  represents and warrants that it is acquiring this Warrant and, upon any exercise
  hereof, will acquire the Warrant Shares issuable upon such exercise, for its own
  account and not with a view to or for distributing or reselling such Warrant
  Shares or any part thereof in violation of the Securities Act or any applicable
  state securities law, except pursuant to sales registered or exempted under the
  Securities Act. 

Section 4. Miscellaneous. 

            a)        No Rights as Stockholder Until Exercise. This Warrant does not entitle
  the Holder to any voting rights, dividends or other rights as a stockholder of
  the Company prior to the exercise hereof as set forth in Section 1(d)(i), except
  as expressly set forth in Section 3. 

           
  b)        Loss, Theft, Destruction or
    Mutilation of Warrant. The Company covenants that upon receipt by the
  Company of evidence reasonably satisfactory to it of the loss, theft,
  destruction or mutilation of this Warrant or any stock certificate relating to
  the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
  security reasonably satisfactory to it (which, in the case of the Warrant, shall
  not include the posting of any bond), and upon surrender and cancellation of
  such Warrant or stock certificate, if mutilated, the Company will make and
  deliver a new Warrant or stock certificate of like tenor and dated as of such
  cancellation, in lieu of such Warrant or stock certificate. 

           
  c)        Saturdays, Sundays, Holidays,
    etc. If the last or appointed day for the taking of any action or the
  expiration of any right required or granted herein shall not be a business day,
  then, such action may be taken or such right may be exercised on the next
  succeeding business day. 

9 




      
       d)        Restrictions. The Holder acknowledges that the Warrant Shares acquired
  upon the exercise of this Warrant, if not registered and the Holder does not
  utilize cashless exercise, will have restrictions upon resale imposed by state
  and federal securities laws. 

           
  e)        Notices. Any notice required
  or permitted by this Warrant shall be in writing and shall be deemed sufficient
  upon receipt, when delivered personally or by courier, overnight delivery
  service or confirmed facsimile, or forty-eight (48) hours after being deposited
  in the regular mail as certified or registered mail (airmail if sent
  internationally) with postage prepaid, addressed (a) if to the Holder, to the
  address of the Holder most recently furnished in writing to the Company and (b)
  if to the Company, to the address set forth below or subsequently modified by
  written notice to the Holder. 

           
  f)        Remedies. The Holder, in
  addition to being entitled to exercise all rights granted by law, including
  recovery of damages, will be entitled to specific performance of its rights
  under this Warrant. The Company agrees that monetary damages would not be
  adequate compensation for any loss incurred by reason of a breach by it of the
  provisions of this Warrant and hereby agrees to waive and not to assert the
  defense in any action for specific performance that a remedy at law would be
  adequate. 

           
  g)        Successors and Assigns.
  Subject to applicable securities laws, this Warrant and the rights and
  obligations evidenced hereby shall inure to the benefit of and be binding upon
  the successors and permitted assigns of the Company and the successors and
  permitted assigns of Holder. The provisions of this Warrant are intended to be
  for the benefit of any Holder from time to time of this Warrant and shall be
  enforceable by the Holder or holder of Warrant Shares. 

           
  h)        Amendment. This Warrant may
  be modified or amended or the provisions hereof waived with the written consent
  of the Company and the Holder. 

           
  i)        Severability. Wherever
  possible, each provision of this Warrant shall be interpreted in such manner as
  to be effective and valid under applicable law, but if any provision of this
  Warrant shall be prohibited by or invalid under applicable law, such provision
  shall be ineffective to the extent of such prohibition or invalidity, without
  invalidating the remainder of such provisions or the remaining provisions of
  this Warrant. 

           
  j)        Headings. The headings used
  in this Warrant are for the convenience of reference only and shall not, for any
  purpose, be deemed a part of this Warrant. 

******************** 

(Signature Page Follows) 

10 




        
     IN WITNESS WHEREOF, the Company has caused this Warrant to be
  executed by its officer thereunto duly authorized as of the date first above
  indicated. 

 

WORLD MOTO, INC. 

 

	 	By:	   
	 	 	Name: Paul Giles 
	 	 	Title: Chief Executive Officer 


11 




NOTICE OF EXERCISE 

TO:      WORLD MOTO, INC. 

                        
       (1) The undersigned hereby elects to purchase
  ________ Warrant Shares of the Company pursuant to the terms of the attached
  Warrant (only if exercised in full), and tenders herewith payment of the
  exercise price in full, together with all applicable transfer taxes, if any. 

                        
       (2) Payment shall take the form of (check applicable
  box): 

[   ] in lawful money of the
  United States; or 

[   ] [if permitted the
  cancellation of such number of Warrant Shares as is necessary, in accordance
  with the formula set forth in subsection 1(c), to exercise this Warrant with
  respect to the maximum number of Warrant Shares purchasable pursuant to the
  cashless exercise procedure set forth in subsection 1(c). 

                         
      (3) Please issue said Warrant Shares in the name of the
  undersigned or in such other name as is specified below: 



  _______________________________



The Warrant Shares shall be delivered to the following DWAC
  Account Number: 



_______________________________

    

  _______________________________

  

  _______________________________



                             
  (4) Accredited Investor. The undersigned is an “accredited investor” as
  defined in Regulation D promulgated under the Securities Act of 1933, as
  amended. 

[SIGNATURE OF HOLDER] 

Name of Investing Entity:  __________________________________________________

    Signature of Authorized
      Signatory of Investing Entity: ____________________________

  Name of Authorized Signatory: ______________________________________________

  Title
  of Authorized Signatory: _______________________________________________

  Date: __________________________________________________________________






ASSIGNMENT FORM 

(To assign the foregoing warrant, execute 

  this form and
  supply required information. 

  Do not use this form to exercise the warrant.) 



     FOR VALUE RECEIVED, [____] all of
  or [_______] shares of the foregoing Warrant and all rights evidenced thereby
  are hereby assigned to 

_______________________________________________ whose address
  is 

_______________________________________________________________. 

 

_______________________________________________________________ 

Dated: ______________, _______



Holder’s Signature:
  _____________________________



  Holder’s Address:  
  _____________________________



                                     
  _____________________________



   

Signature Guaranteed:
  ___________________________________________



NOTE: The signature to this Assignment Form must correspond
  with the name as it appears on the face of the Warrant, without alteration or
  enlargement or any change whatsoever, and must be guaranteed by a bank or trust
  company. Officers of corporations and those acting in a fiduciary or other
  representative capacity should file proper evidence of authority to assign the
  foregoing Warrant.