Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "Agreement," “Purchase Agreement,” or “Securities Purchase Agreement” ), dated as of _____ , 2014, by and among Hybrid Coating Technologies Inc., a Nevada corporation, ( "Company" ), and ___________ (including its successors and assigns, the “Buyer” ) (individually the “Party” and collectively the “Parties” ).

WHEREAS:

            A.        The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from the securities registration afforded under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the “Commission” or the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");

            B.        Buyer desires to purchase and the Company desires to issue and sell in a private offering, upon the terms and conditions set forth in this Agreement, a 10% convertible debenture of the Company, (each individually “Debenture” and collectively “Debentures”) . The aggregate Subscription Amount of this offering of the Debentures to the Buyer shall be __________ U.S. Dollars (U.S. $_______ ) (the or “Subscription Amount”) (collectively, the “Offering”);

             C.        The outstanding principal amount of a Debenture may be converted at the sole option of the Buyer, at any time commencing at the earlier occurrence of: (a) 12 (twelve) months after the date of Closing (as defined below) or (b) once the average closing price for any one 5 (five) consecutive trading day period exceeds $0.60. In any event the Debenture may be converted no later than 24 (twenty -four) months from the date of issuance (“Maturity Date”) into ___________ (_________ ) units of the Company (“Unit” or “Units”), at a price per Unit equal to the Conversion Price (as defined in the Debenture) . Each Unit shall be comprised of the following: (i) 1 (one) share of the Company’s Common Stock (“Share” or “Shares”); and (ii) 1 (one) stock purchase warrant to purchase one share of Common Stock of the Company. Each stock purchase warrant (“Warrant” and collectively “Warrants”) is exercisable at an exercise price per share equal to the Conversion Price (as defined in the Debenture), at any time after issuance and shall expire 3 (three) years from the date of issuance (“Warrant Maturity Date”).

             D.        The terms of the Debentures, including the terms on which the Debentures may be converted into Common Stock, are set forth in the Debenture, in the form attached hereto as Exhibit A ;

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                    E.        The terms of the Warrant, including the terms on which the Warrant may be exercised, are set forth in the Warrant, in the form attached hereto as Exhibit B ;

       NOW THEREFORE , the Company and the Buyer hereby agree as follows:

       1.         PURCHASE AND SALE OF DEBENTURES.

             (a) Certain Definitions. The Company and the Buyer mutually agree to the terms of each of the Transaction Documents. For purposes hereof:

             “1934 Act” shall mean the Securities Exchange Act of 1934.

             "Business Day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Nevada are authorized or required by law or executive order to remain closed.

             “Common Stock” shall have the meaning set forth in Recital “C” above.

             “Common Stock Equivalents” means any securities of the Company which would entitle the Buyer thereof to acquire, directly or indirectly, at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the Buyer thereof to receive, Common Stock.

             “Conversion Shares” shall have the meaning set forth in Section 3(a) below.

             “Closing” shall occur around March 1, 2015, but in any event no later than March 31, 2015.

             “Person” shall mean an individual, a limited liability company, a partnership, a joint venture, an exempted company, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

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             “Purchase Price” shall have the meaning set forth in Section 1(b)(iii) below.

             “Securities” shall have the meaning set forth in Section 3(a) below.

             “Transaction Documents” shall mean this Securities Purchase Agreement, the Debenture, the Warrants and any other agreements, if any, delivered together with this Agreement or in connection herewith.

             “Underlying Shares” or “Shares ” means the shares of Common Stock issuable upon conversion or redemption of the Debentures, upon the exercise of the Warrants and issuable in lieu of the cash payment of interest on the Debentures in accordance with their terms.

             (b) Purchase of Debentures. Upon the signing of this Agreement, the Company shall sell to the Buyer and the Buyer agrees to purchase from the Company Debentures in the aggregate principal amount equal to the Subscription Amount. The Buyer acknowledges that the Company shall immediately have the right to make full use of the Subscription Amount and that the delivery of the Debentures by the Company to Buyer shall occur at Closing.

                            (i)   Form of Debenture. The . A Debenture shall be in the form attached hereto as Exhibit

                            (ii)  Form of Warrant. The Warrant . B shall be in the form attached hereto as Exhibit

                            (iii) Form of Payment. The aggregate purchase price for the Debentures shall be equal to the Subscription Amount (“Purchase Price”). The Purchase Price shall be deposited in the Company’s Account pursuant to Section 1(c) below).

             (c) Closing Deliveries. The Closing deliveries required hereunder and in Sections 4 and 5 below, shall be made as follows:

(i) On the Closing Date, the Company will deliver or cause to be delivered to the Buyer (the “Company Documents” ):

     (A) this Securities Purchase Agreement duly executed by the Company,

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     (B) duly executed Debentures with a principal amount equal to the Subscription Amount issued in the name of the Buyer,

     (ii) On the Closing Date, the Buyer shall deliver or cause to be delivered to the Company the following (the “Buyer Documents” ):

     (A) this Securities Purchase Agreement duly executed by the Buyer,

     (B) the Buyer’s Subscription Amount by certified check or wire transfer in accordance with Sub-section

            (c) below.

     (C) The Buyer shall wire the Subscription Amount to the following:

       2.         AGREEMENT OF THE BUYER

2.1               The Buyer is an "accredited investor" as defined in Regulation D of the 1933 Act The Buyer affirms that he is an “Accredited Investor,” as that term is defined in Regulation D promulgated under the Act. The Buyer has reviewed and completed the Accredited Investor Questionnaire contained in Exhibit C (including checking the applicable box in Section 2 thereof) to this Agreement and hereby represents and warrants that the Buyer understands the definition of Accredited Investor set forth therein.

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2.2               The Buyer acknowledges that the Shares are "restricted securities" within the meaning of the Securities Act and will be issued to the Buyer in accordance with Regulation D of the Securities Act.

2.3               The Buyer acknowledges that the Shares are "restricted securities" within the meaning of the Securities Act and will be issued to the Buyer in accordance with Regulation D of the Securities Act.

2.4               The Buyer agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.

2.5               The Buyer and the Company agree that if applicable, the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.

2.6               The Buyer agrees to resell the Underlying Shares only in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act.

2.7               The Buyer acknowledges and agrees that all certificates representing the Underlying Shares will be endorsed with the following legend in accordance with Regulation D of the Securities Act:

             “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”

       3.         BUYER’S REPRESENTATIONS AND WARRANTIES. The Buyer represents and warrants to the Company that: 5

             (a) As of the date hereof, the Buyer is purchasing the Debenture and the shares of Common Stock issuable upon conversion of the Debenture or otherwise pursuant to the Debenture and the other Transaction Documents (such shares of Common Stock being collectively Shares ") referred to herein as the “Conversion and the Warrants issuable upon conversion of the Debenture and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares" and, collectively with the Debenture, Warrants and Conversion Shares, the "Securities" ) for its own account.

             (b) The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

             (c) The purchase of the Shares involves a high degree of risk and the Buyer acknowledges that the Buyer can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby.

             (d) The Shares are being acquired solely for the Buyer’s own account, for investment and not with a view to or for the sale, distribution, subdivision or fractionalization thereof, and the Buyer has no plans to enter into, and has not entered into, any contract, undertaking, agreement or arrangement to such end.

             (e) The Buyer, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold the Shares, such entity has its principal place of business as set forth on the signature page and such entity has not been formed for the specific purpose of acquiring the Shares.

             (f) The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer's right to rely on the Company's representations and warranties contained in Section 4 below. The Buyer understands that its investment in the Securities involves a significant degree of risk.

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             (g) The Buyer resides at the following address:

             (h) Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Securities.

             (i) The Buyer has independently evaluated the merits of its decision to purchase the Securities pursuant to the Transaction Documents, and the Buyer confirms that it has not relied on the advice of the Company and/or its legal counsel, consultants or representatives in making such decision.

       4.         REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer as follows:

             (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. The Company has the power and the authority to own and operate its assets and carry on the Business as is now being conducted.

             (b) The authorized capital of the Company consists of 75,000,000 shares of common stock, with a par value of $0.001 per share. There are currently 21,529,594 shares of common stock issued and outstanding.

             (c) The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with the transactions contemplated herein and to which it is a party, and to perform its obligations hereunder and thereunder.

             (d) The representations and warranties of the Company contained in this Agreement, shall be true and correct in all material respects as of the date when made and as of the Closing date, as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

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             (e) Upon issuance of any Underlying Shares upon conversion of the Debenture, and in accordance with its terms, upon any subsequent exercise of the Warrants and receipt of the exercise price therefor, the Conversion Shares, the Warrant Shares along with any other shares issued pursuant to the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and will not impose personal liability upon the Buyer thereof.

             (f) To the best knowledge of the Company, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the best knowledge of the Company, threatened against or affecting the Company, or their officers or directors in their capacity as such. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing.

             (g) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any securities or solicited any offers to buy any securities under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.

             (h) The Company has taken no action which would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company shall indemnify and hold harmless the Buyer, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees.

       5.         CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Debentures to the Buyer at the Closing is subject to the satisfaction of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:

            (a) The Buyer shall have executed the Transaction Documents requiring Buyer’s signature, and delivered the same to the Buyer.

            (b) The Buyer shall have delivered the applicable Purchase Price in accordance with Section 1(b) and 1 (c ) above.

            (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

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            (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated herein which prohibits the consummation of any of the transactions contemplated by this Agreement.

       6.         CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Debenture at Closing is subject to the satisfaction, of the following conditions:

            (a) The Company shall have executed this Agreement and delivered the same to the Buyer.

            (b) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated herein which prohibits the consummation of any of the transactions contemplated by this Agreement.

            (c) The Company shall have received funds from the Buyer representing the Purchase Price in an amount equal to the Subscription Amount.

       7.         GOVERNING LAW; MISCELLANEOUS.

             (a) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada and shall be enforceable exclusively in the courts thereof.

             (b) Counterparts; Signatures By Facsimile. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party. This Agreement, once executed by a Party, may be delivered to the other Party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the Party so delivering this Agreement.

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             (c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

             (d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

             (e) Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the Parties with respect to the matters covered herein and therein and supersede all previous communication, representation, or Agreements whether oral or written, between the parties with respect to the matters covered herein. Except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. The Agreement may only be modified in writing by both Parties. The Parties waive the right to rely on any oral representations made by the other Party, whether in the past or in the future, regarding the subject matter of the Agreement, the instruments referenced herein or any other dealings between the Parties related to investments or potential investments into the Company or any securities transactions or potential securities transactions with the Company.

             (f) Notices. Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five (5) days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

If to the Company, to:

Attn:

________________________________________
________________________________________
________________________________________
________________________________________

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If to the Buyer:

ATTN:

________________________________________
________________________________________
________________________________________
________________________________________

Each Party shall provide notice to the other Party of any change in address.

             (g) Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing and subject to Section 2(e), Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its "Affiliates," as that term is defined under the 1934 Act, without the consent of the Company.

             (h) Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

            The undersigned acknowledges that this Agreement and the subscription represented hereby shall not be effective unless accepted by the Company as indicated below.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer does represent and certify under penalty of perjury that the foregoing statements are true and correct and that the Buyer by the following signature executed this Agreement.

Dated this _______ day of _________ ,2014.

Buyer’s Subscription Amount: US$_______________

Principal Amount of Debentures Subscribed for: US$____________
(Subscription Amount)

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "Agreement," “Purchase Agreement,” or “Securities Purchase Agreement” ), dated as of _____, 2014, by and among Hybrid Coating Technologies Inc., a Nevada corporation, ( "Company" ), and ___________ (including its successors and assigns, the “Buyer” ) (individually the “Party” and collectively the “Parties” ).

WHEREAS:

            A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from the securities registration afforded under Regulation S ("Regulation S") as promulgated by the United States Securities and Exchange Commission (the “Commission” or the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");

            B. Buyer desires to purchase and the Company desires to issue and sell in a private offering, upon the terms and conditions set forth in this Agreement, a 10% convertible debenture of the Company, (each individually “Debenture” and collectively “Debentures”) . The aggregate Subscription Amount of this offering of the Debentures to the Buyer shall be __________ U.S. Dollars (U.S. $_______ ) (the or “Subscription Amount”) (collectively, the “Offering”);

             C. The outstanding principal amount of a Debenture may be converted at the sole option of the Buyer, at any time commencing at the earlier occurrence of: (a) 12 (twelve) months after the date of Closing (as defined below) or (b) once the average closing price for any one 5 (five) consecutive trading day period exceeds $0.60. In any event the Debenture may be converted no later than 24 (twenty -four) months from the date of issuance (“Maturity Date”) into ___________ (_________ ) units of the Company (“Unit” or “Units”), at a price per Unit equal to the Conversion Price (as defined in the Debenture) . Each Unit shall be comprised of the following: (i) 1 (one) share of the Company’s Common Stock (“Share” or “Shares”); and (ii) 1 (one) stock purchase warrant to purchase one share of Common Stock of the Company. Each stock purchase warrant (“Warrant” and collectively “Warrants”) is exercisable at an exercise price per share equal to the Conversion Price (as defined in the Debenture), at any time after issuance and shall expire 3 (three) years from the date of issuance (“Warrant Maturity Date”).

             D. The terms of the Debentures, including the terms on which the Debentures may be converted into Common Stock, are set forth in the Debenture, in the form attached hereto as Exhibit A ;

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             E.        The terms of the Warrant, including the terms on which the Warrant may be exercised, are set forth in the Warrant, in the form attached hereto as Exhibit B ;

       NOW THEREFORE , the Company and the Buyer hereby agree as follows:

       1.         PURCHASE AND SALE OF DEBENTURES.

             (a)      Certain Definitions. The Company and the Buyer mutually agree to the terms of each of the Transaction Documents. For purposes hereof:

             “1934 Act” shall mean the Securities Exchange Act of 1934.

               "Business Day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Nevada are authorized or required by law or executive order to remain closed.

              “Common Stock” shall have the meaning set forth in Recital “C” above.

             “Common Stock Equivalents” means any securities of the Company which would entitle the Buyer thereof to acquire, directly or indirectly, at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the Buyer thereof to receive, Common Stock.

             “Conversion Shares” shall have the meaning set forth in Section 3(a) below.

              “Closing” shall occur around March 1, 2015, but in any event no later than March 31, 2015.

             “Person” shall mean an individual, a limited liability company, a partnership, a joint venture, an exempted company, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

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             “Purchase Price” shall have the meaning set forth in Section 1(b)(iii) below.

              “Securities” shall have the meaning set forth in Section 3 (a) below.

             “Transaction Documents” shall mean this Securities Purchase Agreement, the Debenture, the Warrants and any other agreements, if any, delivered together with this Agreement or in connection herewith.

             “Underlying Shares” or “Shares ” means the shares of Common Stock issuable upon conversion or redemption of the Debentures, upon the exercise of the Warrants and issuable in lieu of the cash payment of interest on the Debentures in accordance with their terms.

                    (b) Purchase of Debentures. Upon the signing of this Agreement, the Company shall sell to the Buyer and the Buyer agrees to purchase from the Company Debentures in the aggregate principal amount equal to the Subscription Amount. The Buyer acknowledges that the Company shall immediately have the right to make full use of the Subscription Amount and that the delivery of the Debentures by the Company to Buyer shall occur at Closing.

            (i) Form of Debenture. The . A Debenture shall be in the form attached hereto as Exhibit

            (ii) Form of Warrant. The Warrant . B shall be in the form attached hereto as Exhibit

            (iii) Form of Payment. The aggregate purchase price for the Debentures shall be equal to the Subscription Amount (“Purchase Price”). The Purchase Price shall be deposited in the Company’s Account pursuant to Section 1(c) below).

                    (c) Closing Deliveries. The Closing deliveries required hereunder and in Sections 4 and 5 below, shall be made as follows:

            (i) On the Closing Date, the Company will deliver or cause to be delivered to the Buyer (the “Company Documents” ):

            (A) this Securities Purchase Agreement duly executed by the Company,

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            (B) duly executed Debentures with a principal amount equal to the Subscription Amount issued in the name of the Buyer,

     (ii) On the Closing Date, the Buyer shall deliver or cause to be delivered to the Company the following (the “Buyer Documents” ):

            (A) this Securities Purchase Agreement duly executed by the Buyer,

            (B) the Buyer’s Subscription Amount by certified check or wire transfer in accordance with Sub-section

            (c) below.

            (C) The Buyer shall wire the Subscription Amount to the following:

       2.         REGULATION S AGREEMENT OF THE BUYER

       2.1        The Buyer represents and warrants to the Company that the Buyer is not a "U.S. Person" as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.

            A "U. S. Person" is defined by Regulation S of the Securities Act to be any person who is:

i.               Any natural person resident in the United States;

ii.              Any partnership or corporation organized or incorporated under the laws of the United States;

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iii.               Any estate of which any executor or administrator is a U.S. person; iv. Any trust of which any trustee is a U.S. person; v. Any agency or branch of a foreign entity located in the United States;

vi.               Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

vii.             Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

viii.             Any partnership or corporation if:

A.               Organized or incorporated under the laws of any foreign jurisdiction; and

B.                Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

2.2               The Buyer acknowledges that the Buyer was not in the United States at the time the offer to purchase the Shares was received.

2.3               The Buyer acknowledges that the Shares are "restricted securities" within the meaning of the Securities Act and will be issued to the Buyer in accordance with Regulation S of the Securities Act.

2.4               The Buyer agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.

2.5               The Buyer and the Company agree that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.

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2.6               The Buyer agrees to resell the Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act.

       3.         BUYER’S REPRESENTATIONS AND WARRANTIES. The Buyer represents and warrants to the Company that:

             (a) As of the date hereof, the Buyer is purchasing the Debenture and the shares of Common Stock issuable upon conversion of the Debenture or otherwise pursuant to the Debenture and the other Transaction Documents (such shares of Common Stock being collectively referred to herein as the") Shares “Conversion and the Warrants issuable upon conversion of the Debenture and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares" and, collectively with the Debenture, Warrants and Conversion Shares, the "Securities" ) for its own account.

             (b) The Buyer acknowledges that the Underlying Shares to be issued are "restricted securities" within the meaning of the Securities Act and the Buyer acknowledges that the Shares are being offered and sold in accordance with an exemption from the registration requirements under the Act.

            (c) The Buyer and the Company agree that if applicable, the Company will refuse to register any transfer of the Underlying Shares not made in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement. 

             (d) The Buyer acknowledges that the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “Act”) or any state securities act and are instead being offered and sold in reliance on U.S. federal and state exemptions from such registration requirements.

            (e) The purchase of the Shares involves a high degree of risk and the Buyer acknowledges that the Buyer can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby.

             (f) The Buyer has the sophistication, knowledge and business acumen necessary to adequately evaluate an investment in the Company and understands completely the terms, conditions, and risks associated with any such investment in the Company.

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             (g) The Shares are being acquired solely for the Buyer’s own account, for investment and not with a view to or for the sale, distribution, subdivision or fractionalization thereof, and the Buyer has no plans to enter into, and has not entered into, any contract, undertaking, agreement or arrangement to such end.

             (h) The Buyer, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold the Shares, such entity has its principal place of business as set forth on the signature page and such entity has not been formed for the specific purpose of acquiring the Shares.

             (i) The Buyer acknowledges and is aware that no federal or state agency has made any finding or determination as to the fairness of the offering of the Shares for investment or any recommendation or endorsement of same.

             (j) The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

             (k) The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer's right to rely on the Company's representations and warranties contained in Section 4 below. The Buyer understands that its investment in the Securities involves a significant degree of risk.

              (l) The Buyer resides at the following address:

             (m) Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Securities.

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             (n) The Buyer has independently evaluated the merits of its decision to purchase the Securities pursuant to the Transaction Documents, and the Buyer confirms that it has not relied on the advice of the Company and/or its legal counsel, consultants or representatives in making such decision.

        4.         REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer as follows:

             (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. The Company has the power and the authority to own and operate its assets and carry on the Business as is now being conducted.

             (b) The authorized capital of the Company consists of 75,000,000 shares of common stock, with a par value of $0.001 per share. There are currently 21,529,594 shares of common stock issued and outstanding.

             (c) The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with the transactions contemplated herein and to which it is a party, and to perform its obligations hereunder and thereunder.

             (d) The representations and warranties of the Company contained in this Agreement, shall be true and correct in all material respects as of the date when made and as of the Closing date, as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

             (e) Upon issuance of any Underlying Shares upon conversion of the Debenture, and in accordance with its terms, upon any subsequent exercise of the Warrants and receipt of the exercise price therefor, the Conversion Shares, the Warrant Shares along with any other shares issued pursuant to the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and will not impose personal liability upon the Buyer thereof.

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             (f) To the best knowledge of the Company, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the best knowledge of the Company, threatened against or affecting the Company, or their officers or directors in their capacity as such. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing.

             (g) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any securities or solicited any offers to buy any securities under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.

             (h) The Company has taken no action which would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company shall indemnify and hold harmless the Buyer, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees.

       5.         CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Debentures to the Buyer at the Closing is subject to the satisfaction of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:

            (a) The Buyer shall have executed the Transaction Documents requiring Buyer’s signature, and delivered the same to the Buyer.

            (b) The Buyer shall have delivered the applicable Purchase Price in accordance with Section 1(b) and 1 (c) above.

            (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

            (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated herein which prohibits the consummation of any of the transactions contemplated by this Agreement.

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       6.         CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Debenture at Closing is subject to the satisfaction, of the following conditions:

            (a) The Company shall have executed this Agreement and delivered the same to the Buyer.

            (b) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated herein which prohibits the consummation of any of the transactions contemplated by this Agreement.

            (c) The Company shall have received funds from the Buyer representing the Purchase Price in an amount equal to the Subscription Amount.

       7.         GOVERNING LAW; MISCELLANEOUS.

              (a) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada and shall be enforceable exclusively in the courts thereof.

             (b) Counterparts; Signatures By Facsimile. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party. This Agreement, once executed by a Party, may be delivered to the other Party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the Party so delivering this Agreement.

             (c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

             (d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

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             (e) Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the Parties with respect to the matters covered herein and therein and supersede all previous communication, representation, or Agreements whether oral or written, between the parties with respect to the matters covered herein. Except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. The Agreement may only be modified in writing by both Parties. The Parties waive the right to rely on any oral representations made by the other Party, whether in the past or in the future, regarding the subject matter of the Agreement, the instruments referenced herein or any other dealings between the Parties related to investments or potential investments into the Company or any securities transactions or potential securities transactions with the Company.

             (f) Notices. Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five (5) days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

If to the Company, to:

Attn:

________________________________________
________________________________________
________________________________________

If to the Buyer:

ATTN:

________________________________________
________________________________________

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________________________________________
________________________________________

Each Party shall provide notice to the other Party of any change in address.

             (g) Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing and subject to Section 2(e), Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its "Affiliates," as that term is defined under the 1934 Act, without the consent of the Company.

             (h) Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

            The undersigned acknowledges that this Agreement and the subscription represented hereby shall not be effective unless accepted by the Company as indicated below.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer does represent and certify under penalty of perjury that the foregoing statements are true and correct and that the Buyer by the following signature executed this Agreement.

Exhibit 10.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.

Date: ___________

HYBRID COATING TECHNOLOGIES INC.

Warrant for the Right to Purchase                                                  Shares of Common Stock

No. W-

            For value received, this Warrant is hereby issued by Hybrid Coating Technologies Inc., a Nevada corporation (the “Company”), to ___________ or any of his assignees (the “Holder”). This Warrant is being issued pursuant to the conversion of 10% convertible debentures issued by the Company to the Holder on _________, 2014 (the "Debentures") issued pursuant to a Securities Purchase Agreement entered into between the Company and the Holder on ____, 2014.

            Subject to the provisions of this Warrant, the Company hereby grants to Holder the right to purchase from the Company __________ shares of Common Stock, at a price per share calculated as follows (the “Exercise Price”):

            The Exercise Price shall be equal to the Conversion Price (as defined in the Debenture)

            The term “Common Stock” means the Common Stock, par value $0.001 per share, of the Company as constituted on the date set forth above (the “Base Date”). The number of shares of Common Stock to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” The term “Other Securities” means any other equity or debt securities that may be issued by the Company in addition thereto or in substitution for the Warrant Stock.

            The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held, subject to all of the conditions, limitations and provisions set forth herein.

            1. Exercise of Warrant . Subject to the terms and conditions set forth herein, this Warrant may be exercised in whole or in part, pursuant to the procedures provided below, at any time as of the date of this Warrant, (following appropriate adjustment in the event of any stock dividends, stock splits, combination or other similar recapitalization affecting such shares). This Warrant will expire on ___________ 5:00 p.m., Eastern time (the “Expiration Date”) or, if such day is a day on which banking institutions in New York are authorized by law to close, then on the next succeeding day that shall not be such a day. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at its principal office, with the Warrant Exercise Form attached hereto duly executed by the Holder and accompanied by payment (either in cash or by check, payable to the order of the Company) of the aggregate Exercise Price for the total aggregate number of shares for which this Warrant is exercised. Upon receipt by the Company of this Warrant, together with the executed Warrant Exercise Form and payment of the Exercise Price for the shares to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant for the exercise hereof, the Holder shall be deemed to be the holder of record of the shares of Common Stock (or Other Securities) issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder; provided , however , that no exercise of this Warrant shall be effective, and the Company shall have no obligation to issue any Common Stock or Other Securities to the Holder upon any attempted exercise of this Warrant, unless the Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws, including without limitation representations that the exercising Holder is an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to ask questions and receive documents relating thereto to his reasonable satisfaction.

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            2. Net Issue Exercise . Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Warrant Exercise Form and notice of such election, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X = Y (A-B)  
            A

            3.        Reservation of Shares . The Company will at all times reserve for issuance and delivery upon exercise of this Warrant all shares of Common Stock or other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exercise of this Warrant. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable and free of all preemptive rights.

            4.        Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but the Company shall pay the Holder an amount equal to the Fair Market Value of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for upon any exercise of this Warrant.

            5.         Fair Market Value . For purposes of this Warrant, the Fair Market Value of a share of Common Stock (or Other Security) shall be determined as of any date (the “Value Date”) by the Company’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock on the Value Date, the fair market value per share shall be either:

            (a)        If the Common Stock is listed on a national securities exchange or listed for trading on the NASDAQ system, the Fair Market Value shall be the last reported sale price of the security on such exchange or system on the last business day prior to the Value Date or if no such sale is made on such day, the average of the closing bid and asked prices for such day on such exchange or system; or

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            (b)        If the Common Stock is not so listed but is traded in the over-the-counter market, the Fair Market Value shall be the mean of the last reported bid and asked prices reported by the over-the-counter market on the last business day prior to the Value Date.

            6.        Assignment or Loss of Warrant . Subject to the transfer restrictions herein (including Section 9), upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and of reasonably satisfactory indemnification by the Holder, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a replacement Warrant of like tenor and date.

            7.        Rights of the Holder . The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant.

            8.        Adjustments .

                      8.1        Adjustment for Recapitalization . If the Company shall at any time after the Base Date subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock (or Other Securities) subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the Base Date combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased. Any such adjustment and adjustment to the Exercise Price pursuant to this Section 8.1 shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor.

Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section 8.1, the Exercise Price shall be adjusted to the nearest cent by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

                        8.2        Adjustment for Change of Entity Transaction . Change of Entity Transaction shall mean a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination, as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (“Share Exchange”).

So long as any portion of this Warrant remains outstanding, should the Company enter into or be party to a Change of Entity Transaction, the Company shall cause any Person purchasing the Company’s assets or Common Stock, or any successor entity resulting from such Change of Entity Transaction (in each case, a “Successor Entity”), to assume in writing all of the obligations of the Company under this Warrant by delivering to the holder of this Warrant in exchange for such Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, having an exercise price equal to the Exercise Price of this Warrant, having similar exercise rights as this Warrant (including but not limited to similar exercise price adjustment provisions), and reasonably satisfactory to the holder of this Warrant. Upon the occurrence of any Change of Entity Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Change of Entity Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under the Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Change of Entity Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise or redemption of this Warrant at any time after the consummation of the Change of Entity Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of this Warrant prior to such Change of Entity Transaction, such shares of common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Warrant and on the same terms as those of the Share Exchange applicable to all holders of shares of Common Stock. The provisions of this Section shall apply similarly and equally to successive Change of Entity Transactions and shall be applied without regard to any limitations on the exercise of the Warrant.

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                        8.3        Certificate as to Adjustments . The adjustments provided in this Section 8 shall be interpreted and applied by the Company in such a fashion so as to reasonably preserve the applicability and benefits of this Warrant (but not to increase or diminish the benefits hereunder). In each case of an adjustment in the number of shares of Common Stock receivable on the exercise of the Warrant, the Company at its expense will compute such adjustment in accordance with the terms of the Warrant and prepare a certificate executed by an officer of the Company setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Company will forthwith mail a copy of each such certificate to each Holder.

                        8.4          Notices of Record Date, Etc . In the event that:

                                                       the Company shall declare any dividend or other distribution to the holders of Common Stock, or authorizes the granting to all Common Stock holders of any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; or

                                                       the Company authorizes any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation or entity; or

                                                       the Company authorizes any voluntary or involuntary dissolution, liquidation or winding up of the Company,

then, and in each such case, the Company shall mail or cause to be mailed to the holder of this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the time, if any is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such Other Securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be mailed at least 15 days prior to the date therein specified.

                         8.5        No Impairment . The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 8 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

                         9.        Transfer to Comply with the Securities Act . This Warrant and any Warrant Stock or Other Securities may only be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, as follows: (a) to a person who, in the opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Stock or Other Securities may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 9 with respect to any resale or other disposition of such securities; or (b) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees.

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            10.        Legend . Unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend:

             “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”

            11.        Notices . All notices required hereunder shall be in writing and shall be deemed given when sent via facsimile or e-mail, with a confirmation of the delivery thereof, and then only if followed up with a duplicate copy sent via regular mail, delivered personally or within two days after mailing when mailed by certified or registered mail, return receipt requested, to the Company or the Holder, as the case may be, for whom such notice is intended, if to the Holder, at the address of such party shown on the books of the Company, or if to the Company, at the address set forth on the signature page hereof, Attn: Chief Financial Officer, or at such other address of which the Company or the Holder has been advised by notice hereunder.

            12.        Applicable Law . The Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflict of laws provisions of such State.

            IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

HYBRID COATING TECHNOLOGIES INC.

By:      ________________________________
            Joseph Kristul, Chief Executive Officer

Address:
950 John Daly blvd., Suite 260
Daly City, CA 94015

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WARRANT EXERCISE FORM

            The undersigned hereby irrevocably elects to (please check box):

            ________ (i) exercise the within Warrant to purchase __________shares of the Common Stock of Hybrid Coating Technologies Inc., a Nevada corporation, pursuant to the provisions of Section 1 of the attached Warrant, and hereby makes payment of $ __________in payment therefor, or

            ________ (ii) exercise the within Warrant to purchase that number of shares of Common Stock purchasable pursuant to the net issue exercise procedure set forth in Section 2 of the attached Warrant.

            The undersigned’s execution of this form constitutes the undersigned’s agreement to all the terms of the Warrant and to comply therewith.

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ASSIGNMENT FORM

FOR VALUE RECEIVED _____________________________ (“Assignor”) hereby sells, assigns and transfers unto _______________________________ (“Assignee”) all of Assignor’s right, title and interest in, to and under Warrant No. W-____ issued by ____________________________, dated ______________.

DATED:  ________________________

The undersigned agrees to all of the terms of the Warrant and to comply therewith.

Exhibit 10.4

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Date: ___________

HYBRID COATING TECHNOLOGIES INC.

Warrant for the Right to Purchase                                     Shares of Common Stock

No. W-

            For value received, this Warrant is hereby issued by Hybrid Coating Technologies Inc., a Nevada corporation (the “Company”), to ___________ or any of his assignees (the “Holder”). This Warrant is being issued pursuant to the conversion of 10% convertible debentures issued by the Company to the Holder on _________ , 2014 (the "Debentures") issued pursuant to a Securities Purchase Agreement entered into between the Company and the Holder on ____, 2014.

            Subject to the provisions of this Warrant, the Company hereby grants to Holder the right to purchase from the Company __________ shares of Common Stock, at a price per share calculated as follows (the “Exercise Price”):

            The Exercise Price shall be equal to the Conversion Price (as defined in the Debenture)

            The term “Common Stock” means the Common Stock, par value $0.001 per share, of the Company as constituted on the date set forth above (the “Base Date”). The number of shares of Common Stock to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” The term “Other Securities” means any other equity or debt securities that may be issued by the Company in addition thereto or in substitution for the Warrant Stock.

            The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held, subject to all of the conditions, limitations and provisions set forth herein.

            1. Exercise of Warrant . Subject to the terms and conditions set forth herein, this Warrant may be exercised in whole or in part, pursuant to the procedures provided below, at any time as of the date of this Warrant, (following appropriate adjustment in the event of any stock dividends, stock splits, combination or other similar recapitalization affecting such shares). This Warrant will expire on ___________ 5:00 p.m., Eastern time (the “Expiration Date”) or, if such day is a day on which banking institutions in New York are authorized by law to close, then on the next succeeding day that shall not be such a day. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at its principal office, with the Warrant Exercise Form attached hereto duly executed by the Holder and accompanied by payment (either in cash or by check, payable to the order of the Company) of the aggregate Exercise Price for the total aggregate number of shares for which this Warrant is exercised.

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Upon receipt by the Company of this Warrant, together with the executed Warrant Exercise Form and payment of the Exercise Price for the shares to be acquired, in proper form for exercise, and subject to the Holder’s compliance with all requirements of this Warrant for the exercise hereof, the Holder shall be deemed to be the holder of record of the shares of Common Stock (or Other Securities) issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder; provided , however , that no exercise of this Warrant shall be effective, and the Company shall have no obligation to issue any Common Stock or Other Securities to the Holder upon any attempted exercise of this Warrant, unless the Holder shall have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate representations so as to provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws, and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to ask questions and receive documents relating thereto to his reasonable satisfaction.

            2. Net Issue Exercise . Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Warrant Exercise Form and notice of such election, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X = Y (A-B)
            A

            3. Reservation of Shares . The Company will at all times reserve for issuance and delivery upon exercise of this Warrant all shares of Common Stock or other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exercise of this Warrant. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable and free of all preemptive rights.

            4. Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but the Company shall pay the Holder an amount equal to the Fair Market Value of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for upon any exercise of this Warrant.

            5. Fair Market Value . For purposes of this Warrant, the Fair Market Value of a share of Common Stock (or Other Security) shall be determined as of any date (the “Value Date”) by the Company’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock on the Value Date, the fair market value per share shall be either:

            (a)        If the Common Stock is listed on a national securities exchange or listed for trading on the NASDAQ system, the Fair Market Value shall be the last reported sale price of the security on such exchange or system on the last business day prior to the Value Date or if no such sale is made on such day, the average of the closing bid and asked prices for such day on such exchange or system; or

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            (b)        If the Common Stock is not so listed but is traded in the over-the-counter market, the Fair Market Value shall be the mean of the last reported bid and asked prices reported by the over-the-counter market on the last business day prior to the Value Date.

            6.        Assignment or Loss of Warrant . Subject to the transfer restrictions herein (including Section 9), upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and of reasonably satisfactory indemnification by the Holder, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a replacement Warrant of like tenor and date.

            7.        Rights of the Holder . The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant.

            8.        Adjustments .

                          8.1        Adjustment for Recapitalization . If the Company shall at any time after the Base Date subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock (or Other Securities) subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the Base Date combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased. Any such adjustment and adjustment to the Exercise Price pursuant to this Section 8.1 shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor.

Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section 8.1, the Exercise Price shall be adjusted to the nearest cent by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

                          8.2        Adjustment for Change of Entity Transaction . Change of Entity Transaction shall mean a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination, as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (“Share Exchange”).

So long as any portion of this Warrant remains outstanding, should the Company enter into or be party to a Change of Entity Transaction, the Company shall cause any Person purchasing the Company’s assets or Common Stock, or any successor entity resulting from such Change of Entity Transaction (in each case, a “Successor Entity”), to assume in writing all of the obligations of the Company under this Warrant by delivering to the holder of this Warrant in exchange for such Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, having an exercise price equal to the Exercise Price of this Warrant, having similar exercise rights as this Warrant (including but not limited to similar exercise price adjustment provisions), and reasonably satisfactory to the holder of this Warrant. Upon the occurrence of any Change of Entity Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Change of Entity Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under the Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Change of Entity Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise or redemption of this Warrant at any time after the consummation of the Change of Entity Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of this Warrant prior to such Change of Entity Transaction, such shares of common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Warrant and on the same terms as those of the Share Exchange applicable to all holders of shares of Common Stock. The provisions of this Section shall apply similarly and equally to successive Change of Entity Transactions and shall be applied without regard to any limitations on the exercise of the Warrant.

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                          8.3        Certificate as to Adjustments . The adjustments provided in this Section 8 shall be interpreted and applied by the Company in such a fashion so as to reasonably preserve the applicability and benefits of this Warrant (but not to increase or diminish the benefits hereunder). In each case of an adjustment in the number of shares of Common Stock receivable on the exercise of the Warrant, the Company at its expense will compute such adjustment in accordance with the terms of the Warrant and prepare a certificate executed by an officer of the Company setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Company will forthwith mail a copy of each such certificate to each Holder.

                          8.4        Notices of Record Date, Etc . In the event that:

                                                       the Company shall declare any dividend or other distribution to the holders of Common Stock, or authorizes the granting to all Common Stock holders of any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; or

                                                       the Company authorizes any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation or entity; or

                                                       the Company authorizes any voluntary or involuntary dissolution, liquidation or winding up of the Company,

then, and in each such case, the Company shall mail or cause to be mailed to the holder of this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the time, if any is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such Other Securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be mailed at least 15 days prior to the date therein specified.

                          8.5        No Impairment . The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 8 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

                           9.           Transfer to Comply with the Securities Act . This Warrant and any Warrant Stock or Other Securities may only be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, as follows: (a) to a person who, in the opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Stock or Other Securities may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 9 with respect to any resale or other disposition of such securities; or (b) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees.

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                          10.        Legend . Unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of, unless registered pursuant to the provisions of that Act or unless an opinion of counsel to the Corporation is obtained stating that such disposition is in compliance with an available exemption from such registration.

            11.        Notices . All notices required hereunder shall be in writing and shall be deemed given when sent via facsimile or e-mail, with a confirmation of the delivery thereof, and then only if followed up with a duplicate copy sent via regular mail, delivered personally or within two days after mailing when mailed by certified or registered mail, return receipt requested, to the Company or the Holder, as the case may be, for whom such notice is intended, if to the Holder, at the address of such party shown on the books of the Company, or if to the Company, at the address set forth on the signature page hereof, Attn: Chief Financial Officer, or at such other address of which the Company or the Holder has been advised by notice hereunder.

            12.        Applicable Law . The Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflict of laws provisions of such State.

            IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

HYBRID COATING TECHNOLOGIES INC.

By:        ________________________________

              Joseph Kristul, Chief Executive Officer
Address:
950 John Daly blvd., Suite 260
Daly City, CA 94015

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WARRANT EXERCISE FORM

            The undersigned hereby irrevocably elects to (please check box):

            ________ (i) exercise the within Warrant to purchase __________ shares of the Common Stock of Hybrid Coating Technologies Inc., a Nevada corporation, pursuant to the provisions of Section 1 of the attached Warrant, and hereby makes payment of $__________in payment therefor, or

            ________(ii) exercise the within Warrant to purchase that number of shares of Common Stock purchasable pursuant to the net issue exercise procedure set forth in Section 2 of the attached Warrant.

            The undersigned’s execution of this form constitutes the undersigned’s agreement to all the terms of the Warrant and to comply therewith.

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ASSIGNMENT FORM

FOR VALUE RECEIVED _____________________________ (“Assignor”) hereby sells, assigns and transfers unto _______________________________ (“Assignee”) all of Assignor’s right, title and interest in, to and under Warrant No. W-____ issued by ____________________________, dated ______________.

DATED: ______________________

The undersigned agrees to all of the terms of the Warrant and to comply therewith.