Exhibit 4.1


 


2013


 


WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF

EARTH GEN BIOFUEL INC.



 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS
(“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (a) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT AND ANY APPLICABLE BLUE SKY LAWS OR (b) IF THE CORPORATION HAS BEEN FURNISHED WITH
AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE
EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND
APPLICABLE BLUE SKY LAWS.


  


THIS CERTIFIES THAT, for good and valuable
consideration, ___________________ (“Holder”), or the Holder’s registered assigns, is entitled to subscribe for
and purchase from Earth Gen-Biofuel, Inc., a Nevada corporation (the “Corporation”), __________ (000,000) fully paid
and nonassessable shares of the Common Stock of the Corporation at the price of $0.005 per share (the “Warrant Exercise
Price”), subject to the antidilution provisions of this Warrant. This Warrant may be exercised at any time commencing
on January 1, 2014 to and including December 15, 2016.


 


The shares which may be acquired upon exercise
of this Warrant are referred to herein as the “Warrant Shares.” As used herein, the term “Holder”
means the Holder, any party who acquires all or a part of this Warrant as a registered transferee of the Holder, or any record
holder or holders of the Warrant Shares issued upon exercise, whether in whole or in part, of the Warrant. The term “Common
Stock” means the common stock, $0.0001 par value per share, of the Corporation.


 


This Warrant is subject to the following provisions,
terms and conditions:


 


1.            EXERCISE;
TRANSFERABILITY.


 


(a)          The
rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (but not as to a fractional share
of Common Stock), by written notice of exercise (in the form attached hereto) delivered to the Corporation at the principal office
of the Corporation prior to the expiration of this Warrant and accompanied or preceded by the surrender of this Warrant along with
a check in payment of the Warrant Exercise Price for such Warrant Shares.


 




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Exhibit 4.1  


 


(b)          Except
as provided in Section 7 hereof, this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more
Warrants of smaller denominations, nor may any Warrant Shares issued pursuant to exercise of this Warrant be transferred.


 


2.            EXCHANGE
AND REPLACEMENT. Subject to Sections 1 and 7 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder to
the Corporation at its office for new Warrants of like tenor and date representing in the aggregate the right to purchase the number
of Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of Warrant Shares
(not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this
Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender
and cancellation of this Warrant, if mutilated, the Corporation will make and deliver a new Warrant of like tenor, in lieu of this
Warrant. This Warrant shall be promptly canceled by the Corporation upon the surrender hereof in connection with any exchange or
replacement. The Corporation shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection
with the preparation, execution, and delivery of Warrants pursuant to this Section 2.


 


3.           ISSUANCE
OF THE WARRANT SHARES.


 


(a)          The
Corporation agrees that the Warrant Shares shall be and are deemed to be issued to the Holder as of the close of business on the
date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the
provisions of paragraph (b) of this Section 3, certificates for the Warrant Shares so purchased shall be delivered to the Holder
within a reasonable time after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has
expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant
shall not then have been exercised shall also be delivered to the Holder.


 


(b)          Notwithstanding
the foregoing, however, the Corporation shall not be required to deliver any certificate for Warrant Shares upon exercise of this
Warrant except in accordance with exemptions from the applicable securities registration requirements or registrations under applicable
securities laws. Nothing herein shall obligate the Corporation to effect registrations under federal or state securities laws.
If registrations are not in effect and if exemptions are not available when the Holder seeks to exercise the Warrant, the Warrant
exercise period will be extended, if need be, to prevent the Warrant from expiring, until such time as either registrations become
effective or exemptions are available, and the Warrant shall then remain exercisable for a period of at least 30 calendar days
from the date the Corporation delivers to the Holder written notice of the availability of such registrations or exemptions. The
Holder agrees to execute such documents and make such representations, warranties, and agreements as may be required solely to
comply with the exemptions relied upon by the Corporation, or the registrations made, for the issuance of the Warrant Shares.


 




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Exhibit 4.1


 


4.             COVENANTS
OF THE CORPORATION. The Corporation covenants and agrees that all Warrant Shares will, upon issuance, be duly authorized and
issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Corporation
further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Corporation
will at all times have authorized and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
The Corporation will not take any action which would result in any adjustment of the Warrant Exercise Price if the total number
of shares of Common Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Common
Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all
convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized by the Corporation’s
Articles of Incorporation, as amended.


 


5.            ANTI-DILUTION
ADJUSTMENTS. The provisions of this Warrant are subject to adjustment as provided in this Section 5.


 


(a)          The
Warrant Exercise Price shall be adjusted from time to time such that in case the Corporation shall hereafter:


 


(i)          pay
any dividends on any class of stock of the Corporation payable in Common Stock or securities convertible into Common Stock;


 


(ii)         subdivide
its then outstanding shares of Common Stock into a greater number of shares; or


 


(iii)        combine
outstanding shares of Common Stock, by reclassification or otherwise;


 


then, in any such event,
the Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately
after such event to a price (calculated to the nearest full cent) determined by dividing (A) the number of shares of Common Stock
outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (B) the total number of
shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common
Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant
Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date
in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock
and other capital stock of the Corporation, the Board of Directors (whose determination shall be conclusive) shall determine the
allocation of the adjusted Warrant Exercise Price between or among shares of such classes of capital stock or shares of Common
Stock and other capital stock. All calculations under this Subsection shall be made to the nearest cent or to the nearest 1/100
of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this Subsection, the
holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Corporation other
than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon exercise of any Warrant
shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to Common Stock contained in this Section.


 




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Exhibit 4.1  


 


(b)          Upon
each adjustment of the Warrant Exercise Price pursuant to Section 5(a) above, the Holder of each Warrant shall thereafter (until
another such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the
nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments
in the Warrant Exercise Price in effect prior to such adjustment) by the Warrant Exercise Price in effect prior to such adjustment
and dividing the product so obtained by the adjusted Warrant Exercise Price.


 


(c)          In
case of any consolidation or merger to which the Corporation is a party other than a merger or consolidation in which the Corporation
is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Corporation as
an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including
any exchange effected in connection with a merger of a third corporation into the Corporation), there shall be no adjustment under
Subsection (a) of this Section 5 but the Holder of this Warrant shall have the right thereafter to receive upon exercise of this
Warrant the kind and amount of shares of stock and other securities and property which he would have owned or have been entitled
to receive immediately after such consolidation, merger, statutory exchange, sale, or conveyance had such Warrant been exercised
immediately prior to the effective date of such consolidation, merger, statutory exchange, sale, or conveyance and, in any such
case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section with respect
to the rights and interests thereafter of any Holders of the Warrant, to the end that the provisions set forth in this Section
shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other
securities and property thereafter deliverable on the exercise of the Warrant. The provisions of this Subsection shall similarly
apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. The Corporation will not effect any such
consolidation, merger or sale unless, prior to the consummation thereof, the successor entity (if other than the Corporation) resulting
from such consolidation or the entity purchasing such assets shall assume the obligation to deliver to such Holder such shares
of stock, securities or property as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.


 


(d)          Upon
any adjustment of the Warrant Exercise Price, then and in each such case, the Corporation shall give written notice thereof, by
first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Corporation, which notice shall state the
Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock
purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.


 


(e)          The
Corporation shall give notice to the Holder if at any time prior to the expiration or exercise in full of this Warrant, any of
the following events shall occur:


 




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Exhibit 4.1  


 


(i)          The
Corporation shall authorize the payment of any dividend payable in any securities upon shares of Common Stock or authorize the
making of any distribution to the holders of shares of Common Stock;


 


(ii)         The
Corporation shall authorize the issuance to all holders of Common Stock of any additional shares of Common Stock or of rights,
options or warrants to subscribe for or purchase Common Stock or any of any other subscription rights, options or warrants;


 


(iii)        A
dissolution, liquidation or winding up of the Corporation (other than in connection with a consolidation, merger, or sale or conveyance
of the property of the Corporation as an entirety or substantially as an entirety); or


 


(iv)        A
capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common
Stock and other than a change in the par value of the Common Stock) or any consolidation or merger of the Corporation with or into
another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and that does
not result in any reclassification or change of Common Stock outstanding) or any sale or conveyance to another corporation of the
property of the Corporation as an entirety or substantially an entirety.


 


Such notice shall be given
at least 10 business days prior to the date fixed as a record date or effective date or the date of closing of the Corporation’s
stock transfer books for the determination of the stockholders entitled to such dividend, distribution, or subscription rights,
or for the determination of the stockholders entitled to vote on such proposed merger, consolidation, sale, conveyance, dissolution,
liquidation or winding up. Such notice shall specify such record date or the date of the closing of the stock transfer books, as
the case may be.


 


6.          NO
VOTING RIGHTS. This Warrant shall not entitle the Holder to any voting rights or other rights as a shareholder of the Corporation.


 


7.          NOTICE
OF TRANSFER OF WARRANT OR RESALE OF THE WARRANT SHARES.


 


(a)          Subject
to the sale, assignment, hypothecation, or other transfer restrictions set forth in Section 1 hereof, the Holder, by acceptance
hereof, agrees to give written notice to the Corporation 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 Corporation shall present copies thereof to the Corporation’s counsel. If in the opinion of such counsel the
proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Corporation,
as promptly as practicable, shall notify the Holder of such opinion, 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 Corporation; provided 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 Corporation to prevent further transfers which would be in violation of Section 5 of the 1933 Act and applicable state securities
laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Corporation for the transfer
or disposition of the Warrant or Warrant Shares.


 




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Exhibit 4.1


 


(b)          If,
in the opinion of the Corporation’s counsel, the proposed transfer or disposition of the 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 Corporation shall promptly give written notice thereof to the Holder, and the Holder will limit its
activities in respect to such transfer or disposition as, in the opinion of such counsel, are permitted by law.


 


8.          FRACTIONAL
SHARES. Fractional shares shall not be issued upon the exercise of this Warrant, but in any case where the Holder would, except
for the provisions of this Section, be entitled under the terms hereof to receive a fractional share, the Corporation shall, upon
the exercise of this Warrant for the largest number of whole shares then called for, pay a sum in cash equal to such fraction multiplied
by the Market Price on the day prior to the date of exercise of this Warrant in lieu of such fractional share. For purposes of
this Section, the term “Market Price” with respect to shares of Common Stock of any class or series means the last
reported sale price or, if none, the average of the last reported closing bid and asked prices on any national or regional securities
exchange or quoted in the Nasdaq Stock Market (“Nasdaq”), or if not listed on a national or regional securities
exchange or quoted in Nasdaq, the average of the last reported closing bid and asked prices as reported by the Electronic Bulletin
Board of the National Association of Securities Dealers, Inc. from quotations by market makers in such Common Stock on the over-the-counter
market, or if no quotations in such Common Stock are available, the fair market value of the shares as determined in good faith
by the Board of Directors of the Corporation.


 


9.            MISCELLANEOUS.


 


(a)          NOTICES.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not,
then on the next business day, or (c) two (2) business days after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent to the Corporation at the address as
set forth on the signature page hereof, to the Holder at the Holder’s address as appearing on the Corporation’s records,
or at such other address as the Corporation or Holder may designate by ten (10) days advance written notice to the other party
hereto.


 


(b)          ATTORNEYS’
FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party
shall be entitled to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party
may be entitled.


 




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Exhibit 4.1  


 


(c)          AMENDMENTS
AND WAIVERS. This Warrant may be amended or modified only upon the written consent of both Holder and the Corporation. This
Warrant and any provision hereof may be waived only by an instrument in writing signed by the party against which enforcement of
the same is sought.


 


(d)          SEVERABILITY.
If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from
this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 


(e)          GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of California, without
giving effect to its conflicts of laws principles.


 


(f)          BINDING
EFFECT. This Warrant shall be binding upon any entity succeeding the Corporation by merger, consolidation or acquisition of
all or substantially all of the Corporation’s assets. All of the covenants and agreements of the Corporation shall inure
to the benefit of the successors and assigns of the Holder hereof.


 


IN WITNESS WHEREOF, Earth
Gen-Biofuel, Inc. has caused this Warrant to be signed by its duly authorized officer and this Warrant to be dated September 12,
2013.


  


	 	EARTH GEN-BIOFUEL INC.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	George Shen
	 	 	Title:	President and Chief Executive Officer
	 	 	 	 
	 	17870 Castleton Street, #205
	 	City of Industry, California 91748


 


 




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Exhibit 4.1


 


(To Be Executed by the Registered Holder in
Order to Exercise the Warrant)


 


To: Earth Gen-Biofuel, Inc.


 


The undersigned hereby irrevocably elects to
exercise the attached Warrant to purchase for cash, ____________ of the shares issuable upon the exercise of such Warrant, and
requests that certificates for such shares (together with a new Warrant to purchase the number of shares, if any, with respect
to which this Warrant is not exercised) shall be issued in the name of:


  


	
        NAME: _____________________________________
	 	 
	 	 	 
	
        SOC. SEC. or

        TAX I.D. NO.
	 	 
	 	 	 
	ADDRESS:	 	 
	 	 	 
	 	 	 
	 	 	 
	Date:______________________________, 201__	 	 
	 	 	
        Signature* 



 


	*  The signature on the Notice of Exercise of Warrant must correspond to the name as written upon the face of the 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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Exhibit 4.1  


 


ASSIGNMENT FORM


 


(To be Executed by the Registered Holder in
Order to Transfer the Warrant)


 


To: Earth Gen-Biofuel, Inc.


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns, and transfers unto _______________________________ the right to purchase the securities of Earth Gen-Biofuel, Inc.
to which the within Warrant relates and appoints _______________________________, attorney, to transfer said right on the books
of Earth Gen-Biofuel, Inc. with full power of substitution in the premises.


  


	Date:_______________________________, 20_____	 
	 	Signature
	 	 
	 	Address:	 
	 	 
	 	 


 




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