Exhibit 4.1


 





Warrant Agreement


The
registered Holder of this Warrant agrees by his, her or its acceptance hereof, that such Holder will not for a period of One Hundred
Eighty (180) days following the EFFECTIVE date (as defined below) of the registration Statement: (a) sell, transfer, assign, pledge
or hypothecate this WarranT to anyone other than officers or partners of NETWORK 1 FINANCIAL SECURITIES, INC., each of whom shall
have agreed to the restrictions contained herein, in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or
the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Warrant or the securities hereunder, except as provided for in FINRA Rule
5110(g)(2).


THIS WARRANT IS
NOT EXERCISABLE PRIOR TO [●], 2019. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2024[1].


WARRANT


For the Purchase of [●][2]
Ordinary Shares


of


China Eco-Materials Group Co. Limited


Warrant No.: [●]


Date of Issuance: [●] (“Issuance
Date”)[3]


1.                  
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between China Eco-Materials
Group Co. Limited, a Cayman Islands company (the “Company”) and Network 1 Financial Securities, Inc. (“Network
1”), as representative (the “Representative”) of the several underwriters listed in Schedule A
thereto (the “Underwriters”), dated [●], 2019 (the “Underwriting Agreement”),
Network 1 (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of
this Warrant, is entitled, at any time or from time to time from the Issuance Date, and at or before 5:00 p.m., Eastern time,
[●], 2024 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole
or in part, up to [●] ordinary shares, $0.0001 par value, of the Company (the “Ordinary Shares”), subject
to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized
by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a
day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the
Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per
Ordinary Share (the “Exercise Price”); provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the Exercise Price per
Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The
term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the
context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.










[1]
5th year anniversary of the Effective Date (as hereinafter defined).


[2]
warrants to purchase an amount equal to ten percent (10%) of the Ordinary Shares sold in the offering


[3]
The issuance date should be the Closing Date as defined in the Underwriting Agreement.


 




    


     


    

 


2.                  
Exercise.


2.1.            
Exercise Form. In order to exercise this Warrant, the exercise form attached hereto as Exhibit A (the “Exercise
Form”) must be duly executed and completed and delivered to the Company, together with this Warrant and payment of the
Exercise Price for the Shares (payable in cash by wire transfer of immediately available funds to an account designated by the
Company or by certified check or official bank check to the order of the Company). If the rights represented hereby shall not be
exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Warrant shall become and be void without further force
or effect, and all rights represented hereby shall cease and expire.


2.2.            
Cashless Exercise. In lieu of exercising this Warrant by payment of cash or check payable to the order of the Company
pursuant to Section 2.1 above, Holder may elect to receive the number of Ordinary Shares equal to the value of this Warrant
(or the portion thereof being exercised), by surrender of this Warrant to the Company, together with the Exercise Form, in which
event the Company shall issue to Holder, Ordinary Shares in accordance with the following formula:


Y (A-B)


X=________________


A


	Where,	 	X=The number of Ordinary Shares to be issued to Holder;

Y=The number of Ordinary Shares for which the Warrant is being exercised;

A=The fair market value of one Ordinary Share; and

B=The Exercise Price.


 


For
purposes of this Section 2.2, the fair market value of an Ordinary Share is defined as follows:


(i)                
if the Ordinary Shares are traded on a securities exchange, the value shall be deemed to be the average closing price of
the Ordinary Shares on such exchange for the five consecutive trading days ending on the day immediately prior to the Exercise
Form being submitted in connection with the exercise of this Warrant; or


(ii)              
if the Ordinary Shares are actively traded over-the-counter, the value shall be deemed to be the average closing price of
the Ordinary Shares for the five consecutive trading days ending on the trading day immediately prior to the Exercise Form being
submitted in connection with the exercise of the Warrant; or


(iii)            
if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the
Company’s Board of Directors.


2.3.            
Legend. Each certificate for the Ordinary Shares purchased under this Warrant shall bear the following legends unless
such securities have been registered under the Securities Act of 1933, as amended (the “Act”):


(i) “The securities represented
by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable
state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant
to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable
state law which, in the opinion of counsel to the Company, is available”; or


(ii) Any legend required by the
securities laws of any state to the extent such laws are applicable to the Shares represented by a certificate, instrument, or
book entry so legended.



    


     


    

 


3.                  
Transfer.


3.1.            
General Restrictions. The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that such
Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Warrant or the securities issuable hereunder to anyone
other than: (i) Network 1 or an underwriter or selected dealer participating in the offering (the “Offering”)
contemplated by the Underwriting Agreement, or (ii) other persons set forth in FINRA Rule 5110(g)(2)(A), each of whom shall have
agreed to the restrictions contained herein, in accordance with FINRA Rule 5110(g)(1), or (b) cause this Warrant or the securities
issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective
economic disposition of this Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2), until the 181st
day following the effective date of the Registration Statement (“Effective Date”). On and after that date that
is 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable
securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form, attached
hereto as Exhibit B, duly executed and completed, together with this Warrant and payment of all transfer taxes, if any,
payable in connection therewith. The Company shall within five business days transfer this Warrant on the books of the Company
and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right
to purchase the aggregate number of Ordinary Shares purchasable hereunder or such portion of such number as shall be contemplated
by any such assignment. For the avoidance of doubt, the restricted activities mentioned above do not include the rights of the
registered Holder of this Warrant to exercise this Warrant and receive the securities issuable hereunder at any time after the
Issuance Date.


3.2.            
Restrictions Imposed by the Act. The securities evidenced by this Warrant shall not be transferred unless and until:
(i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption
from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable
satisfaction of the Company, (ii) a registration statement relating to the offer and sale of such securities that includes a current
prospectus with respect to which the Holder has exercised its registration rights pursuant to Section 4.2 herein, has been
filed and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with
applicable state securities law has been established.


4.                  
Registration Rights.


4.1.            
Demand Registration.


4.1.1.       
Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with
a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand
(a “Demand Notice”) of the Holder(s) of at least fifty-one percent (51%) of the Warrants and/or the underlying
Ordinary Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Ordinary
Shares underlying the Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”).
On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”)
covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its best efforts to have the
registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided,
however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration
statement with respect to which the Holder is entitled to piggyback pursuant to Section 4.2 hereof and either: (i) the
Holder has elected to participate in the offering covered by such registration statement; or (ii) if such registration statement
relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement
has been withdrawn or until thirty days after such offering is consummated. The demand for registration may be made at any time
during a period of five years beginning on the Effective Date. The Company covenants and agrees to give written notice of its
receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities
within ten days after the date of the receipt of any such Demand Notice.



    


     


    

 


4.1.2.       
Terms. The Company shall bear all fees and expenses attendant to the Demand Registration Statement pursuant to Section
4.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the
Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its best efforts
to cause the filing of a Demand Registration Statement required herein to become effective promptly and to qualify or register
the Registrable Securities in such states as are reasonably requested by the Holder(s); provided, however, that in
no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause:
(i) the Company to be obligated to register or license to do business in such State or submit to general service of process in
such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company.
The Company shall cause any registration statement filed pursuant to the demand right granted under Section 4.1.1 to remain
effective for a period of at least 12 consecutive months after the date that the Holders of the Registrable Securities covered
by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses
provided by the Company to sell the shares covered by such registration statement, and will immediately cease to use any prospectus
furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement
or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled to a Demand Registration
Statement under this Section 4.1.2 on only one occasion and such demand registration right shall terminate on the fifth
anniversary of the Effective Date in accordance with FINRA 5110(f)(2)(G)(iv).


4.2.            
“Piggy-Back” Registration.


4.2.1.       
Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with
a current prospectus or a qualified offering statement with a current offering circular, the Holder shall have the right, for a
period of five years commencing on the Effective Date, to include the remaining Registrable Securities as part of any other registration
of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the
Act or pursuant to Form F-3 or any equivalent form).


4.2.2.       
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant
to Section 4.2.1 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel
selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than 30 days written
notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given
for each registration statement filed by the Company until such time as all of the Registrable Securities have been registered
under an effective registration statement. The holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention
to file a registration statement. Except as otherwise provided in this Warrant, there shall be no limit on the number of times
the Holder may request registration under this Section 4.2.2. Notwithstanding the provisions of this Section 4.2.2,
such piggyback registration rights shall terminate on the fifth anniversary of the Effective Date in accordance with FINRA 5110(f)(2)(G)(v).


4.3.            
General Terms.


4.3.1.       
Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to
any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the
Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss,
claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the
provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 7.1 of the Underwriting
Agreement. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors
and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished
by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in Section 7.2 of the Underwriting Agreement pursuant
to which the Underwriters have agreed to indemnify the Company.



    


     


    

 


4.3.2.       
Exercise of Warrant. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise
this Warrant prior to or after the initial filing of any registration statement or the effectiveness thereof.


4.3.3.       
Documents Delivered to Holders. If the registration statement includes an underwritten public offering of the Company,
the Company shall furnish to each underwriter of any such offering, a signed counterpart, addressed to such underwriter, of: (i)
an opinion of counsel to the Company, dated as of the date on which the Registrable Securities are delivered to the underwriter
for sale pursuant to such registration, and (ii) a “comfort letter” dated the effective date of such registration statement
and the date of the closing under the underwriting agreement signed by the independent registered public accounting firm which
has issued a report on the Company’s financial statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case
of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriter(s) in underwritten public
offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence
and memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and
the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to
the registration statement and permit each Holder and underwriter(s) to do such investigation, upon reasonable advance notice,
with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply
with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent
and at such reasonable times as any such Holder shall reasonably request.


4.3.4.       
Underwriting Agreement. If the registration statement includes an underwritten public offering of the Company, the
Company shall enter into an underwriting agreement with the managing underwriter(s), if any. Such agreement shall be reasonably
satisfactory in form and substance to the Company, each Holder and such managing underwriter, and shall contain such representations,
warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or
for the benefit of such underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required
to make any representations or warranties to or agreements with the Company or the underwriter(s) except as they may relate to
such Holders, their Shares and their intended methods of distribution.



    


     


    

 


4.3.5.       
Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall
furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought
of selling security holders.


4.3.6.       
Damages. Should the registration or the effectiveness thereof required by Section 4.3 hereof be delayed by
the Company or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal
or other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive)
relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving
actual damages and without the necessity of posting bond or other security.


4.3.7.       
Rule 144 Registration. The provisions of this Section 4 shall be inapplicable to the extent the Registrable
Securities become eligible for sale by the Holder without the need for current pubic information or other restriction pursuant
to Rule 144 under the Act.


5.                  
New Warrants to be Issued.


5.1.            
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Warrant may be exercised
or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or
transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without
charge a new Warrant of like tenor to this Warrant in the name of the Holder evidencing the right of the Holder to purchase the
number of Shares purchasable hereunder as to which this Warrant has not been exercised or assigned.


5.2.            
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Warrant of like tenor and date. Any such new Warrant executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of the Company.


6.                  
Adjustments.


6.1.            
Adjustments to Exercise Price and Number of Ordinary Shares. The Exercise Price and the number of Ordinary Shares
underlying this Warrant shall be subject to adjustment from time to time as hereinafter set forth:


6.1.1.       
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below,
the number of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or by a split up of Ordinary
Shares or other similar event, then, on the effective day thereof, the number of Ordinary Shares purchasable hereunder shall be
increased in proportion to such increase in outstanding Ordinary Shares, and the Exercise Price shall be proportionately decreased.


6.1.2.       
Aggregation of Ordinary Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below,
the number of outstanding Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares
or other similar event, then, on the effective date thereof, the number of Ordinary Shares purchasable hereunder shall be decreased
in proportion to such decrease in outstanding Ordinary Shares, and the Exercise Price shall be proportionately increased.



    


     


    

 


6.1.3.       
Replacement of Ordinary Shares upon Reorganization, etc. In case of any reclassification or reorganization of the
outstanding Ordinary Shares other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects
the par value of such Ordinary Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company
with or into another corporate entity (other than a consolidation or share reconstruction or amalgamation in which the Company
is the continuing entity and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares),
or in the case of any sale or conveyance to another corporate entity of the property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until
the expiration of the right of exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price
payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a
dissolution following any such sale or transfer, by a Holder of the number of Ordinary Shares obtainable upon exercise of this
Warrant immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section
6.1.1 or Section 6.1.2, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2 and
this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


6.1.4.       
Changes in Form of Warrant. This form of Warrant need not be changed because of any change pursuant to this Section
6.1, and any Warrant issued after such change may state the same Exercise Price and the same number of Ordinary Shares as are
stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of a new Warrant
reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date hereof
or the computation thereof.


6.2.            
Substitute Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of
the Company with or into, another corporate entity (other than a consolidation or share reconstruction or amalgamation which does
not result in any reclassification or change of the outstanding Ordinary Shares), the entity formed by such consolidation or share
reconstruction or amalgamation shall execute and deliver to the Holder a substitute Warrant providing that the holder of each Warrant
then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrant) to receive,
upon exercise of such Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Ordinary Shares of the Company for which such Warrant might
have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such substitute
Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above
provision of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.


6.3.            
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions
of Ordinary Shares upon the exercise of the Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or
down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.


7.                  
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Ordinary
Shares, solely for the purpose of issuance upon exercise of this Warrant, such number of Ordinary Shares or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this
Warrant and payment of the Exercise Price therefor, in accordance with the terms hereby, all Ordinary Shares and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights
of any shareholder. As long as this Warrant shall be outstanding, the Company shall use its best efforts to cause all Ordinary
Shares issuable upon exercise of this Warrant to be listed (subject to official notice of issuance) on all national securities
exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Ordinary Shares issued to
the public in the Offering may then be listed and/or quoted.



    


     


    

 


8.                  
Certain Notice Requirements.


8.1.            
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right
to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Warrant and its exercise, any
of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written
notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the
“Notice Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion
or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or
sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at
the same time and in the same manner that such notice is given to the shareholders.


8.2.            
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon
one or more of the following events: (i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose
of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books
of the Company, (ii) the Company shall offer to all the holders of its Ordinary Shares any additional shares of capital stock of
the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with
a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business
shall be proposed.


8.3.            
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise
Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”).
The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being
true and accurate by the Company’s Chief Financial Officer.


8.4.            
Transmittal of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing
and shall be deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service,
(3) when the event requiring notice is disclosed in all material respects and filed in a current report on Form 6-K or in a definitive
proxy statement on Schedule 14A prior to the Notice Date, or (4) if sent by electronic mail, on the day the notice was sent if
during regular business hours and, if sent outside of regular business hours, on the following business day: (i) if to the registered
Holder of the Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following
address or to such other address as the Company may designate by notice to the Holders:


If to the
Holder:


Network 1 Financial Securities, Inc.


The Galleria, 2 Bridge Avenue, Suite 241


Red Bank, NJ 07701


Email: adampasholk@netw1.com


Attn: Adam Pasholk, Managing Director



    


     


    

 


With a copy
(which shall not constitute notice) to:


Hunter Taubman Fischer & Li LLC

1450 Broadway, 26th Floor New York, NY 10018

Email: ltaubman@htflawyers.com

Attn: Louis Taubman, Esq.


If to the
Company:


China Eco-Materials Group Co. Limited


No. 200, Liu Gang Tou, Qinglin Community, Tangshan Township,
Nanjing


Jiangsu Province


People’s Republic of China 211131


Attn: Mei Cai, Chief Financial Officer


Email: fcai@zghbxc.com


With a copy (which shall not
constitute notice) to:


Foster Garvey P.C.


1000 Potomac Street NW, Suite 200


Washington, D.C. 20007-3501


Attn: Jeffrey Li, Esq.


Email: jeffrey.li@foster.com


9.                  
Miscellaneous.


9.1.            
Amendments. The Company and Network 1 may from time to time supplement or amend this Warrant without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective
or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder
that the Company and Network 1 may deem necessary or desirable and that the Company and Network 1 deem shall not adversely affect
the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.


9.2.            
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any
way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.


9.3.            
Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in
connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


9.4.            
Binding Effect. This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees and respective successors and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.


9.5.            
Governing Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced
in the state courts located in New York County, or in the United States District Court for the Southern District of New York located
in the City of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons
to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the
prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.



    


     


    

 


9.6.            
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant
shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Warrant.
No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and
no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent
breach, non-compliance or non-fulfillment.


9.7.            
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Warrant, Holder agrees that,
at any time prior to the complete exercise of this Warrant by Holder, if the Company and Network 1 enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Warrants will be exchanged for securities or cash or a
combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


9.8.            
Execution in Counterparts. This Warrant may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute
one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto
and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic
transmission.


[SIGNATURE PAGE FOLLOWS]



    


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant Agreement to be signed by its duly authorized officer as of the ____ day of _______, 2019.


CHINA ECO-MATERIALS GROUP CO. LIMITED


By: _________________________________


Name: _______________________________


Title: ________________________________


 






    


     


    

 


EXHIBIT A


TO


WARRANT AGREEMENT


Form to be used to exercise Warrant
Agreement:


Date: __________, 20___


The undersigned
hereby elects irrevocably to exercise the Warrant for ____ ordinary shares, $0.0001 par value per share (“Ordinary Shares”)
of China Eco-Materials Group Co. Limited, a Cayman Islands company (the “Company”) and hereby makes payment
of $____ (at the rate of $____ per Ordinary Share) in payment of the Exercise Price pursuant thereto. Please issue the Ordinary
Shares as to which this Warrant is exercised in accordance with the instructions given below and, if applicable, a new Warrant
representing the number of Ordinary Shares for which this Warrant has not been exercised.


or


The undersigned
hereby elects irrevocably to convert its right to purchase ____ Ordinary Shares under the Warrant Agreement for ____ Ordinary Shares,
as determined in accordance with the following formula:


Y (A-B)


X=________________


A


	Where,	 	X=The number of Ordinary Shares to be issued to Holder;

Y=The number of Ordinary Shares for which the Warrant is being exercised;

A=The fair market value of one Ordinary Share; and

B=The Exercise Price.


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


Please
issue the Ordinary Shares as to which this Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Warrant Agreement representing the number of Ordinary Shares for which this Warrant has not been exercised.


Signature


Signature Guaranteed


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name: (Print in Block Letters)


Address:


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Warrant Agreement without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.



    


     


    

 


EXHIBIT B


TO


WARRANT AGREEMENT


Form to be used
to assign Warrant Agreement:


(To be executed
by the registered Holder to effect a transfer of the Warrant Agreement):


FOR VALUE RECEIVED,
___________________________ does hereby sell, assign and transfer unto the right to purchase ordinary shares, $0.0001 par value
per share, of China Eco-Materials Group Co. Limited, a Cayman Islands company (the “Company”), evidenced by
the Warrant Agreement and does hereby authorize the Company to transfer such right on the books of the Company.


Dated:____________,
20__


Signature


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Warrant Agreement without alteration or enlargement
or any change whatsoever.