NEITHER
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON
STOCK NOR HAVE ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH
WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER
SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

    


    VOID
AFTER 5:00 P.M. ON MAY 13, 2014

    


    CLENERGEN
CORPORATION

    COMMON
STOCK PURCHASE WARRANT CERTIFICATE

    


    1,000,000
Common Stock Purchase Warrants

    


    
      
        	 
      	
                London,
      United Kingdom

              
	
                Warrant
      Certificate No. 2010-005

              	
                As
      of May 14, 2010

              


      

    

    


    THIS IS TO CERTIFY THAT, for
value received, Vastani Trading Limited (the “Warrantholder”), is the registered
owner of the number of common stock purchase warrants (each, a “Warrant”) of
Clenergen Corporation, a Nevada corporation (the “Company”), set forth above,
each Warrant entitling the owner thereof to purchase from the Company, at a
purchase price of $0.686 per Warrant (the “Purchase Price”), at any time on or
after the Commencement Date (as defined in paragraph 1(b) below) and terminating
at 5:00 p.m., London, United Kingdom time, on May 13, 2014 (the “Expiration
Time”), one duly authorized, validly issued, fully paid and non-assessable share
(each, a “Warrant Share”) of the common stock, par value $0.001 per share (the
“Common Stock”), of the Company, subject to the terms and conditions contained
herein.  The number of Warrants evidenced by this Warrant Certificate
(and the number and kind of securities which may be purchased upon exercise of
the Warrants), and the Purchase Price per Warrant Share, each as set forth
above, are as of the date hereof.  As provided herein, the Purchase
Price and the number of shares of Common Stock or other securities which may be
purchased upon the exercise of the Warrants evidenced by this Warrant
Certificate are, upon the happening of certain events, subject to modification
and adjustment.

    


    This
Warrant Certificate, together with any warrant certificate(s) issued in
replacement or substitution hereof (as provided for herein) evidencing all or
part of the Warrants evidenced hereby, are sometimes collectively referred to
herein as the “Warrant Certificates.”

    


    The
rights of the registered holder of this Warrant Certificate shall be subject to
the following further terms and conditions:

    


    1.           Exercise
of Warrants.

    


    (a)        
The Warrants may be exercised, in whole or in part, at any time and from time to
time, during the period commencing on the Commencement Date and terminating at
the Expiration Time by surrendering this Warrant Certificate, with the Exercise
Form provided for herein duly completed and executed by the Warrantholder or by
the Warrantholder’s duly authorized attorney-in-fact, at the principal office of
the Company, presently located at Bath House, 8 Chapel Place, London EC2A 3DQ
United Kingdom, or at such other office or agency in the United States as the
Company may designate by notice in writing to the Warrantholder (in either
event, the “Company Offices”), accompanied by payment in full, either in the
form of cash, bank cashier’s check or certified check payable to the order of
the Company, of the Purchase Price payable in respect of the Warrants being
exercised.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (b)        
For purposes of this Warrant Certificate, the term “Commencement Date” shall
mean May 14, 2010.

    


    (c)        On
the day immediately following the date of a valid exercise of any Warrants, the
Warrantholder exercising such Warrant(s) shall be deemed to have become the
holder of record for all purposes of the Warrant Shares to which such valid
exercise relates.

    


    (d)       
As soon as practicable, but not in excess of five days, after the valid exercise
of all or part of the Warrants evidenced by this Warrant Certificate, the
Company, at the Company’s expense (including the payment by Company of any
applicable issuance and similar taxes), will cause to be issued in the name of
and delivered to the Warrantholder, or such other party identified in the
purchase form, certificates evidencing the number of duly authorized, validly
issued, fully paid and non-assessable Warrant Shares to which the Warrantholder,
or such other party identified in the Exercise Form, shall be entitled upon such
exercise, as adjusted to reflect the effects, if any, of the anti-dilution
provisions of section 3 of this Warrant Certificate, such certificates to be in
such reasonable denominations as Holder shall request when delivering the duly
completed Exercise Form.

    


    (e)       
No certificates for fractional Warrant Shares shall be issued upon the exercise
of any of the Warrants but, in lieu thereof, the Company shall, upon exercise of
all the Warrants, round up any fractional Warrant Shares to the nearest whole
share of Common Stock.

    


    (f)         If
fewer than all of the Warrants are exercised, the Company shall, upon each
exercise prior to the Expiration Time, execute and deliver to the Warrantholder
a new Warrant Certificate (dated as of the date hereof) evidencing the balance
of the Warrants that remain exercisable.

    


    2.           Issuance of Common Stock; Reservation
of Warrant Shares.  The Company covenants and agrees
that:

    


    (a)         all
Warrant Shares which may be issued upon the exercise of all or part of the
Warrants will, upon issuance in accordance with the terms hereof, be validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
with respect to the issue thereof;

    


    (b)         at
all times prior to the Expiration Time, the Company shall keep reserved for
issuance a sufficient number of authorized shares of Common Stock to permit the
exercise in full of the Warrants evidenced by this Warrant Certificate;
and

    


    (c)         if
any shares of Common Stock to be reserved for the purpose of the issuance of
Warrant Shares upon the exercise of Warrants require registration with, or
approval of, any governmental authority under any federal or state law before
such shares may be validly issued or delivered upon exercise, then the Company
will promptly use its best efforts to effect such registration or obtain such
approval, as the case may be.

    


    3.           Adjustments of Purchase Price, Number
and Character of Warrant Shares, Number of Warrants.  The
Purchase Price and the number and kind of securities purchasable upon the
exercise of each Warrant shall be subject to adjustment from time to time upon
the happening of the events enumerated in this section 3.

    


    (a)       
  Stock
Dividends, Subdivisions and Combinations.  In case the Company
shall at any time on or before the Expiration Time:

    (i)           pay
a dividend in shares of Common Stock or make a distribution in shares of Common
Stock or such other stock to holders of all its outstanding shares of Common
Stock;

    (ii)          subdivide,
reclassify or recapitalize the outstanding shares of Common Stock into a greater
number of shares;

    (iii)         combine,
reclassify or recapitalize the outstanding shares of Common Stock into a smaller
number of shares of Common Stock; or


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    (iv)         issue
by reclassification of shares of Common Stock into any other securities of the
Company (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation);

    then the
number and kind of Warrant Shares purchasable upon exercise of each Warrant
outstanding immediately prior thereto shall be adjusted so that the
Warrantholder shall be entitled to receive the kind and number of shares of
Common Stock or other securities of the Company which the Warrantholder would
have owned or have been entitled to receive after the happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the earlier of the happening of such event or any record date in respect
thereto.  In the event of any adjustment of the number of Warrant
Shares purchasable upon the exercise of each then outstanding Warrant pursuant
to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount
resulting from dividing the number of shares of Common Stock (including
fractional shares of Common Stock) covered by such Warrant immediately after
such adjustment into the total amount payable upon exercise of such Warrant in
full immediately prior to such adjustment.  An adjustment made
pursuant to this paragraph 3(a) shall become effective immediately after the
effective date of such event retroactive to the record date for any such
event.  Such adjustment shall be made successively whenever any event
listed in clauses (i) through (iv) of this paragraph 3(a) shall
occur.

    


    (b)       
  Capital
Reorganizations and Other Reclassifications.  In case of any
capital reorganization of the Company, or of any reclassification of the shares
of Common Stock (other than a reclassification, subdivision or combination of
shares of Common Stock referred to in paragraph 3(a) of this Warrant
Certificate), or in case of the consolidation of the Company with, or the merger
of the Company with, or merger of the Company into, any other corporation (other
than a reclassification of the shares of Common Stock referred to in paragraph
3(a) of this Warrant Certificate or a consolidation or merger which does not
result in any reclassification or change of the outstanding shares of Common
Stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation or entity occurring on or
before the Expiration Time, each Warrant shall, after such capital
reorganization, reclassification of shares of Common Stock, consolidation,
merger, or sale, be exercisable, upon the terms and conditions specified in this
Warrant Certificate, for the kind, amount and number of shares or other
securities, assets, or cash to which a holder of the number of shares of Common
Stock purchasable (at the time of such capital reorganization, reclassification
of shares of Common Stock, consolidation, merger or sale) upon exercise of such
Warrant would have been entitled to receive upon such capital reorganization,
reclassification of shares of Common Stock, consolidation, merger, or sale; and,
in any such case, if necessary, the provisions set forth in this section 3 with
respect to the rights and interests thereafter of the Warrantholder shall be
appropriately adjusted so as to be applicable, as nearly equivalent as possible,
to any shares or other securities, assets, or cash thereafter deliverable on the
exercise of the Warrants.  The Company shall not effect any such
consolidation, merger, or sale, unless prior to or simultaneously with the
consummation thereof the successor corporation or entity (if other than the
Company) resulting from such consolidation or merger or the corporation or
entity purchasing such assets or other appropriate corporation or entity shall
assume, by written instrument, the obligation to deliver to the Warrantholder
such shares, securities, assets, or cash as, in accordance with the foregoing
provisions, such holders may be entitled to purchase and the other obligations
hereunder.  The subdivision or combination of shares of Common Stock
at any time outstanding into a greater or lesser number of shares shall not be
deemed to be a reclassification of the shares of Common Stock for purposes of
this paragraph 3(b).

    


    4.           Definition of Common
Stock.  The Common Stock issuable upon exercise of the Warrants
shall be the Common Stock as constituted on the Commencement Date, except as
otherwise provided in section 3 of this Warrant Certificate.

    


    5.           Replacement of Warrant
Certificates.  If this Warrant Certificate shall be lost,
stolen, mutilated or destroyed, the Company shall, on such terms as to indemnity
or otherwise as the Company may in the Company’s discretion reasonably impose,
issue a new certificate of like tenor or date representing in the aggregate the
right to subscribe for and purchase the number of shares of Common Stock which
may be subscribed for and purchased hereunder.  Any such new
certificate shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant
Certificate shall be at any time enforceable by anyone.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    6.           Registration.  This
Warrant Certificate, as well as all other warrant certificates representing
Warrants shall be numbered and shall be registered in a register (the “Warrant
Register”) maintained at the Company Offices as they are issued.  The
Warrant Register shall list the name, address and Social Security or other
federal taxpayer identifying number, if any, of all
Warrantholders.  The Company shall be entitled to treat the
Warrantholder as set forth in the Warrant Register as the owner in fact of the
Warrants as set forth therein for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrants on the
part of any other person, and shall not be liable for any registration of
transfer of Warrants that are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with such knowledge of such facts that its
participation therein amounts to bad faith.

    


    7.           Transfer.

    


    (a)         Subject
to paragraph 7(b) of this Warrant Certificate, the Warrantholder may transfer or
assign the Warrants evidenced by this Warrant Certificate, in whole or in part,
to any officer, director, principal, member, equity owner, employee, consultant
or affiliate of the Warrantholder by surrendering this Warrant Certificate, with
the Assignment Form, substantially in the form provided herein, completed and
duly executed by the Warrantholder or by the Warrantholder’s duly authorized
attorney-in-fact, at the Company Offices.  The Company shall execute
and deliver a new Warrant Certificate in the name of the assignee or assignees
set forth in the Assignment Form and this Warrant Certificate shall promptly be
canceled.  If fewer than all of the Warrants are assigned, the Company
shall execute and deliver to the Warrantholder a new Warrant Certificate (dated
as of the date of this Warrant Certificate) evidencing the balance of the
Warrants that remain exercisable by the Warrantholder.

    


    (b)         NEITHER THE WARRANTS REPRESENTED BY
THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES
ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  SUCH WARRANTS HAVE BEEN ACQUIRED,
AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF
SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED NOR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES
OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT AND SUCH STATE SECURITIES LAWS.

    


    (c)         In
the event of a transfer of any Warrants in accordance with this section 7, the
Company shall, upon the surrender of this Warrant Certificate with the
Assignment Form completed, dated and signed, execute and deliver to the
transferee a new warrant certificate, substantially in form to this Warrant
Certificate, evidencing the number of Warrants so transferred to such transferee
and naming the transferee as the Warrantholder.

    


    8.           Exchange of Warrant
Certificates.  This Warrant Certificate may be exchanged for
another certificate or certificates entitling the Warrantholder thereof to
purchase a like aggregate number of Warrant Shares as this Warrant Certificate
entitles such Warrantholder to purchase.  A Warrantholder desiring to
so exchange this Warrant Certificate shall make such request in writing
delivered to the Company, and shall surrender this Warrant Certificate
therewith.  Thereupon, the Company shall execute and deliver to the
person entitled thereto a new certificate or certificates, as the case may be,
as so requested.

    


    9.           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given when delivered in person, against written receipt therefor, or two
days after being sent, by registered or certified mail, postage prepaid, return
receipt requested, and, if to the Warrantholder, at such address as is shown on
the Warrant Register or as may otherwise may have been furnished to the Company
in writing in accordance with this section 9 by the Warrantholder and, if to the
Company, at the Company Offices or such other address as the Company shall give
notice thereof to the Warrantholder in accordance with this section
9.

    


    10.         Registration
Rights.  The Company is under no obligation to register any of
the Warrants evidenced by this Warrant Certificate nor the shares of Common
Stock issuable upon exercise of any of such Warrants.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    11.         Miscellaneous.  This
Warrant Certificate and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is
sought.  This Warrant Certificate is deemed to have been delivered in
the State of Nevada and shall be construed and enforced in accordance with and
governed by the laws of such State.  The headings in this Warrant
Certificate are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof.

    12.         Expiration.  Unless
as hereinafter provided, the right to exercise the Warrants shall expire at the
Expiration Time.

    


    13.         No Rights as Shareholder; Notice to
Warrantholder.

    


    (a)         Nothing
contained in this Warrant Certificate shall be constructed as conferring upon
the Warrantholder the right to vote or to receive distributions or to consent to
or receive notice as a shareholder in respect of any meeting of shareholders for
the election of directors of the Company or any other matter, or any other
rights whatsoever as shareholder of the Company.

    


    (b)         The
Company shall give notice to the Warrantholder by postage-paid, certified mail,
return receipt requested, if, at any time prior to the Expiration Time, any of
the following events shall occur:

    (i)           the
Company shall authorize the payment of any distributions upon Common Stock
payable in any securities or authorize the making of any distribution of this
Warrant Certificate) to all holders of Common Stock;

    (ii)          the
Company 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 of any other subscription rights, options or
warrants;

    (iii)         a
dissolution, liquidation or winding up of the Company (including, without
limitation, a consolidation, merger, or sale or conveyance of the property of
the Company 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) or any consolidation
or merger of the Company with or into another corporation (excluding any
consolidation or merger in which the Company is the continuing company and that
does not result in any reclassification of, or change to, the Common Stock then
outstanding) or in the case of any sale or conveyance to another corporation of
the property of the Company as an entirety or substantially as an
entirety.

    


    Such
giving of notice shall be given (x) at least twenty business days (i.e., a day other than a
Saturday, Sunday or other day on which banks in the State of New York are
authorized by law to remain closed) prior to the date fixed as a record date or
effective date or the date of closing of the Company’s transfer books for the
determination of the holders entitled to such distribution or subscription
rights, or for the determination of the holders entitled to vote on such
proposed merger, consolidation, sale, conveyance, dissolution, liquidation,
winding up or conversion to corporate or other form.  Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be.  In addition, the Company shall provide to Warrantholder,
at the same time such notice is provided, such information relating to such
distribution or subscriptions rights, or proposed merger, consolidation, sale,
conveyance, dissolution, liquidation, winding up or conversion to corporate or
other form as may be reasonably necessary for Warrantholder to make an informed
decision whether to exercise Warrantholder’s rights as evidenced by this Warrant
Certificate.

    


    14.         Severability.  If
any term or other provision of this Warrant Certificate is invalid, illegal or
incapable of being enforced by any law or public policy, all other terms and
provisions of this Warrant Certificate shall nevertheless remain in full force
and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to either
the Company or Warrantholder.  Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
Company and Warrantholder shall negotiate in good faith to modify this Warrant
Certificate so as to effect the original intent of the Company and Vastani
Company S.A. in connection with the issuance of the Warrants, to the greatest
extent possible.  Any provision of this Warrant Certificate held
invalid or unenforceable only in part, degree or in certain jurisdictions will
remain in full force and effect to the extent not held invalid or
unenforceable.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Clenergen
Corporation has caused this Warrant Certificate to be executed by its officer
thereunto duly authorized.

    


    
      
        	
                Dated:  As
      of May 14, 2010

              	
                Clenergen
      Corporation

              
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/ Mark L.M. Quinn

              
	 
      	 
      	
                Mark
      L. M. Quinn

              
	 
      	 
      	
                Chief
      Executive Officer

              


      

    

    


    ATTEST:

    


    
      
        	
                s/s Jessica Hatfield

              
	
                Jessica
      Hatfield, Secretary

              


      

    


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    EXERCISE
FORM

    


                                    Dated: ____________,
20__

    


    TO:
Clenergen Corporation:

    


    The
undersigned hereby irrevocably elects to exercise its warrant exercise rights
evidenced by this Warrant Certificate to the extent of purchasing
_______________ shares of Common Stock of Clenergen Corporation and hereby makes
payment of the aggregate Purchase Price therefor by tendering, contemporaneous
with the delivery of this Warrant Certificate, the amount of $_____________ in
the form of (a) cash or (b) bank cashier’s or certified check payable to the
order of “Clenergen Corporation.”

      


    
      
        
          
            
              
                
                  
                    
                      
                        	 	 
	 	 
	 	
                                INSTRUCTIONS
      FOR REGISTRATION OF STOCK

                              
	 	
                                (Please
      type or print in block letters)

                              
	 	 
	
                                           
      Name:

                              	 
      
	
                                      
      Taxpayer

                              	 
      
	
                                Identification    

                              	 
      
	
                                         Number:

                              	 
      
	 
      	 
      
	
                                        Address:

                              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                     
      Signature:

                              	 
      
	 
      	
                                (Signature
      must conform in all respects to the name of the

                              
	 
      	
                                Warrantholder
      as set forth on the face of this Warrant
  Certificate.)

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

    (Please
type or print in block letters)

    


    FOR VALUE
RECEIVED, ________________________________________________________

    


    hereby
sells, assigns and transfers unto:

    


    
      
        	
                            
      Name:

              	 
      
	
                       
      Taxpayer

              	 
      
	
                Identification     

              	 
      
	
                        
      Number:

              	 
      
	 
      	 
      
	
                       
      Address:

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

    

    


    this
Warrant Certificate and the Warrants represented by this Warrant Certificate to
the extent of ________________ Warrants and does hereby irrevocably constitute
and appoint ___________________________ Attorney-in-Fact, to transfer the same
on the books of the Company with full power of substitution in the
premises.

    


    
      
        	
                           
      Dated:

              	 
      
	 
      	 
      
	
                      Signature:     

              	 
      
	 
      	
                (Signature
      must conform in all respects to the name of the

              
	 
      	
                Warrantholder
      as set forth on the face of this Warrant
  Certificate.)

              


      

    


    
      
         


      

      
        -8-