Exhibit
10.6


 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED 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


DEEP
GREEN WASTE & RECYCLING, INC.





 


Warrant
Shares: 66,666,667





 


Date
of Issuance: October 15, 2021 (the “Issuance Date”)





 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of
that certain secured convertible promissory note dated October 15, 2021, in the original principal amount of $666,667 issued by the Company
(as defined below) to the Lender (as defined below) (the “Note”), BHP Capital NY Inc., a New York corporation (the
“Lender” and including any permitted and registered assigns, the “Holder”), is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to
purchase from DEEP GREEN WASTE & RECYCLING, INC., a Wyoming corporation (the “Company”), up to 66,666,667 shares
of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number
of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant
is issued by the Company as of the Issuance Date pursuant to the note purchase agreement dated October 15, 2021, between the Company
and the Lender (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean) $0.015 per share
subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary of such
date.


 




    	 



     


    

 


		1.	EXERCISE
                                            OF WARRANT.



 





(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in
whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder. 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. On or before the second Trading
Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice,
which Exercise Notice must be received by the Company prior to 11 a.m., Miami, Florida time to count as received on such date, and upon
receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant
Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together
with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available
funds (or by cashless exercise if permitted under the terms of this Warrant, in which case there shall be no Aggregate Exercise Price
provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in
the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant
is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant is greater than the number
of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three business
days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with
respect to which this Warrant is exercised.


 


If
the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure
shall be deemed an “Event of Default” under the Note. Without in any way limiting the Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion
of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $3,000 per day, for each day
beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts
of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following
the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages
resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly,
the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified.


 




    	2



     


    

 


If,
at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate
resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise,
in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining
unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares
of Common Stock computed using the following formula:


 


X
= Y (A-B)


A


 





		Where	X =	
    the number of Shares to be issued to Holder.






 








		Y
                                            =	the
                                            number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date
                                            of such calculation).
	 	 	 
	 	A
                                            =	the
                                            Market Price (at the date of such calculation).
	 	 	 
	 	B
                                            =	Exercise
      Price (as adjusted to the date of such calculation).












 


(b)
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay to the Holder otherwise entitled to such fraction
a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.


 


(c)
Holder’s Exercise Limitations. The Company shall not affect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as
set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates (as such term is defined under
the Exchange Act), 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, non- exercised 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 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 paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of 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 paragraph 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.


 




    	3



     


    

 


For
purposes of this Section 1(c), 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 SEC,
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 its transfer
agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading
Days confirm 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 limitations contained in this paragraph shall apply
to a successor Holder of this Warrant.


 


2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)
Distribution of Assets. 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 or
other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such
case:





 


(i)
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of
shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date,
to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of
the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined
in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall
be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and


 


(ii)
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive
the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that
in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on
a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the
Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares,
the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares
of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this
Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and
the number of Warrant Shares calculated in accordance with the first part of this clause (ii).


 


(b)
Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding shares of Common Stock
into a larger number of shares, or (ii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a
smaller number of shares, 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(b) shall become effective immediately after the effective date in the case of a subdivision
or combination.


 




    	4



     


    

 


(c)
Anti-Dilution; Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this
Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any
person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note),
at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such
issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued
shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive
shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced at the option of the
Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents
are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock
or Common Stock Equivalents subject to this Section 2(c), indicating therein the applicable issuance price, or applicable reset
price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For
purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(c), upon
the occurrence of any Dilutive Issuance, the Holder is entitled to receive such adjustment. Without duplication of any adjustment otherwise
provided for in Section 2 of this Warrant, the number of Common Stock issuable upon conversion of the Warrant shall, after the
Issuance Date, be subject to general anti- dilution adjustment such that upon any issuances of Common Stock by the Company (not in connection
with this Warrant), the number of Warrant Shares issuable under this Warrant shall be adjusted on such date by adding thereto the number
of shares of Common Stock which would maintain the Holder’s ownership percentage (if this Warrant was exercised) of the outstanding
Common Stock of the Company on a fully diluted basis as that percentage on the Issuance Date.


 


3.
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company
with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property
and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification 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 (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of
shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”)
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation
on exercise contained herein solely for the purpose of such determination). 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. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise
such warrant into Alternate Consideration.


 




    	5



     


    

 


4.
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 of this Warrant, and will at
all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of
the Holder as set forth in this Warrant against impairment . Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in
effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding,
have authorized and reserved, free from preemptive rights, three times the number of shares of Common Stock issuable under the Warrant,
or as otherwise required under the Purchase Agreement, to provide for the exercise of the rights represented by this Warrant (without
regard to any limitations on exercise).


 


5.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall
not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


6.
REISSUANCE.




 


(a)
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as
to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 




    	6



     


    

 





(b)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 


7.
TRANSFER.




 


(a)
Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any
Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving
such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected
without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify
the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the
previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however,
that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be
in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee
or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations,
warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition
of the Warrant or Warrant Shares.


 


(b)
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this
Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit
its activities in respect to such transfer or disposition as are permitted by law.


 


(c)
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under
the Purchase Agreement (registration rights, expenses, and indemnity).


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given
in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written
notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the
holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder.


 




    	7



     


    

 


9.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and the Holder.


 


10.
GOVERNING LAW; DISPUTE RESOLUTION. This Warrant shall be governed by and construed in accordance with the laws of the State of
Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern
District of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled
to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any
other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


11.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 









    	8



     


    




 





12.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:





 


(a)
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on
the Trading Market, as reported by the Trading Market, or, if the Trading Market begins to operate on an extended hours basis and does
not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., Miami, Florida time, as reported
by the Trading Market, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market
for such security as reported by the Trading Market, or (iii) if no last trade price is reported for such security by the Trading Market,
the average of the bid and ask prices of any market makers for such security as reported by the Trading Market. If the Closing Sale Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(b)
“Common Stock” means the Company’s common stock, par value $0.0001 per share, and any other class of securities
into which such securities may hereafter be reclassified or changed.


 


(c)
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at
any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants 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.


 


(d)
“Market Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior to the
date of the respective Exercise Notice.


 


 


(e)
“OTC Markets” means OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board.




 


 


(f)
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Trading Market, (ii)
if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on
any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any business day.


 


(g)
“Trading Market” means the OTC Markets or any equivalent principal securities exchange or other securities market
on which the Common Stock is being traded or quoted.


 





**
signature page follows **


 




    	9



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	DEEP
    GREEN WASTE & RECYCLING, INC.
	 	 	 
	 	By:	
	 	Name:	Lloyd T. Spencer
	 	Title:	CEO
	 	 	 
	 	Agreed
    & Accepted:
	 	 	 
	 	BHP
    CAPITAL NY INC.
	 	 	 
	 	By:	 
	 	Name:	Bryan
    Pantofel
	 	Title:	President



 



    	10



     


    

 


EXHIBIT
A


 





EXERCISE
NOTICE


 





(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)





 


THE
UNDERSIGNED holder hereby exercises the right to purchase_______________of the shares of Common Stock (“Warrant Shares”) of DEEP
GREEN WASTE & RECYCLING, INC., a Wyoming corporation (the “Company”), evidenced by the attached copy of the Common Stock
Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


	1.	Form
                                            of Exercise Price. The Holder intends that payment of the Exercise Price shall be made
                                            as (check one):



 


1
a cash exercise with respect to __________________ Warrant Shares; or


 


1
by cashless exercise pursuant to the Warrant.


 


	2.	Payment
                                            of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable
                                            Aggregate Exercise Price in the sum of $____________________to the Company in accordance
                                            with the terms of the Warrant.



 


	3.	Delivery
                                                                                                                                                            of Warrant Shares. The Company shall deliver to the holder ____________________Warrant Shares in accordance with the terms of the
                                                                                                                                                            Warrant.



 


Date:
____________________


 


(Print
Name of Registered Holder)


 


 


	By:	 	 
	Name:	 	 
	Title:	 	 









 




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EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _______________________ the right to purchase ______________________shares
of common stock of DEEP GREEN WASTE & RECYCLING, INC. , to which the within Common Stock Purchase Warrant relates and
appoints _______________________, as attorney- in-fact, to transfer said right on the books of DEEP GREEN WASTE RECYCLING, INC. with
full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in
all respects by the terms and conditions of the within Warrant.


 





Date: _____________________________


 





 _________________________________


(Signature)
*








 _________________________________


(Name)








_________________________________


(Address)





_________________________________


 


(Social
Security or Tax Identification No.)


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant
in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership,
trust or other entity, please indicate your position(s) and title(s) with such entity.


 




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