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 UNDER ANY STATE SECURITIES
LAW AND, ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT THERETO UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


EQM TECHNOLOGIES & ENERGY, INC. 


 


WARRANT TO PURCHASE _________ SHARES
OF COMMON STOCK


 


_______ __, _____


 


FOR VALUE RECEIVED, EQM TECHNOLOGIES & ENERGY, INC., a Delaware
corporation (the “Company”), hereby certifies that, subject to the terms and conditions hereof, _____________
(the “Holder”), his designees or permitted assigns, is entitled to purchase from the Company, at any time or
from time to time commencing on ________ __, ____ and prior to the Expiration Date (as defined below), ________________ (_________)
fully paid and nonassessable shares (as adjusted pursuant to the terms hereof, the “Warrant Shares”) of the
Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price per Warrant Share
of $0.30 (the “Warrant Price”), payable in accordance with Section 1(c) hereof.


 


This Warrant is issued subject to the following
terms and conditions:


 


		1.	Exercise, Issuance of Certificates.



 


(a)        The
Holder may exercise this Warrant, at any time or from time to time, prior to 5:00 p.m. Eastern Time on _______ __, ____ (the “Expiration
Date”). The Holder may exercise this Warrant on or prior to the Expiration Date for all or any part of the Warrant Shares
(but not for a fraction of a share) that may be purchased hereunder, as that number may be adjusted pursuant to Section 3 of this
Warrant. The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder
hereof as the record owner of such Warrant Shares as of the close of business on the date on which this Warrant shall have been
surrendered and properly endorsed, the completed and executed Form of Subscription delivered, and payment made for such Warrant
Shares made in accordance with Section 1(c) below (each, a “Date of Exercise”). Certificates for the Warrant
Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise,
shall be delivered to the Holder hereof by the Company at the Company’s expense as soon as practicable after the rights represented
by this Warrant have been so exercised, but in any event not later than ten (10) business days following the Date of Exercise.
In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel this
Warrant and execute and deliver to the Holder hereof within a reasonable time a new Warrant or Warrants of like tenor for the balance
of the Warrant


 



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Shares purchasable under the Warrant surrendered upon such purchase.
Each stock certificate so delivered shall be registered in the name of such Holder and issued with a legend in substantially the
form of the legend placed on the front of this Warrant.


 


(b)        The Company’s obligations to
issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action
or inaction by the Holder to enforce the same. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the
Warrant as required pursuant to the terms hereof.


 


(c)        The Holder shall pay the Warrant Price
by certified or official bank check payable to the order of, or wire transfer of immediately available funds to, the Company, or
by other means determined to be acceptable by the Compensation Committee of the Company’s Board of Directors, or in the absence
of such committee, the Board, in its sole discretion.


 


2.            Shares to be Fully Paid; Reservation
of Shares. The Company covenants and agrees that all Warrant Shares, will, upon issuance and payment of the applicable Warrant
Price, be duly authorized, validly issued, fully paid and nonassessable, and free of all preemptive rights, liens and encumbrances,
except for restrictions on transfer provided for herein. The Company shall at all times reserve and keep available out of its authorized
and unissued Common Stock, solely for the purpose of providing for the exercise of the rights to purchase all Warrant Shares granted
pursuant to this Warrant, such number of shares of Common Stock as shall, from time to time, be sufficient therefor.


 


3.           Adjustment of Warrant Price and
Number of Shares. The Warrant Price and the total number of Warrant Shares shall be subject to adjustment from time to time
upon the occurrence of certain events described in this Section 3.


 


(a)        Subdivision or Combination of Stock.
In the event the outstanding shares of the Common Stock shall be increased by a stock dividend payable in Common Stock, stock split,
subdivision, or other similar transaction occurring after the date hereof into a greater number of shares of Common Stock, the
Warrant Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares
issuable hereunder proportionately increased. Conversely, in the event the outstanding shares of the Common Stock shall be decreased
by reverse stock split, combination, consolidation, or other similar transaction occurring after the date hereof into a lesser
number of shares of Common Stock, the Warrant Price in effect immediately prior to such combination shall be proportionately increased
and the number of Warrant Shares issuable hereunder proportionately decreased.


 



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(b)       Reclassification. If any reclassification
of the capital stock of the Company or any reorganization, consolidation, merger, or any sale, lease, license, exchange or other
transfer (in one transaction or a series of related transactions) of all or substantially all, of the business and/or assets of
the Company (each, a “Reclassification Event”) shall be effected in such a way that holders of Common Stock
shall be entitled to receive stock, securities, or other assets or property, then, as a condition of such Reclassification Event,
lawful and adequate


 


provisions shall be made whereby the Holder hereof shall thereafter
have the right to purchase and receive (in lieu of the shares of Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby) such shares of stock, securities, or other assets or property
as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby.
In any Reclassification Event, appropriate provision shall be made with respect to the rights and interests of the Holder of this
Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and
of the number of Warrant Shares), shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities,
or assets thereafter deliverable upon the exercise hereof.


 


(c)        Notice of Adjustment. Upon
any adjustment of the Warrant Price or any increase or decrease in the number of Warrant Shares, the Company shall give notice
thereof to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company. The notice
shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable
at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.


 


4.           No Voting or Dividend Rights.
Nothing contained in this Warrant shall be construed as conferring upon the holder hereof the right to vote or to consent to receive
notice as a stockholder of the Company on any other matters or any rights whatsoever as a stockholder of the Company. No dividends
or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable
hereunder until, and only to the extent that, this Warrant shall have been exercised.


 


5.           Compliance with the Securities
Act. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant is being acquired for its own account and not
for any other person or persons, for investment purposes and that it will not offer, sell, or otherwise dispose of this Warrant
except under circumstances which will not result in a violation of the Securities Act or any applicable state securities laws.


 



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6.           Limited Transferability. This
Warrant shall not be assignable or transferable by the Holder except by will or the laws of descent and distribution or as otherwise
required by law, and during the Holder’s lifetime shall be exercisable only by him or her. The Holder represents that by
accepting this Warrant it understands that this Warrant and any securities obtainable upon exercise of this Warrant have not been
registered for sale under federal or state securities laws and are being offered and sold to the Holder pursuant to one or more
exemptions from the registration requirements of such securities laws. In the absence of an effective registration of such securities
or an exemption therefrom, any certificates for such securities shall bear the legend set forth on the first page hereof. The Holder
understands that it must bear the economic risk of its investment in this Warrant and any securities obtainable upon exercise of
this Warrant for an indefinite period of time, as this Warrant and such securities have not been registered under Federal or state
securities laws and therefore cannot be sold unless subsequently registered under such laws, unless an exemption from such registration
is available.


 


7.           Amendment, Waiver, etc. Except
as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is
sought.


 


8.           Notices. All notices and other
communications hereunder (except payment) shall be in writing and shall be deemed given when delivered personally, one day after
being delivered to a nationally recognized overnight courier or on the business day received (or the next business day if received
after 5 p.m. local time or on a weekend or day on which banks are closed) when sent via facsimile (with a confirmatory copy sent
by overnight courier) to the parties at the following addresses (or at such other address for a party as shall be specified by
like notice):


 


		To Holder:	________________



________________


________________


Fax: ________________


 


		To the Company:	EQM Technologies & Energy, Inc.



1800 Carillon Boulevard


Cincinnati, Ohio 45240


Fax: (513) 825-7495


 


With a copy to:


 


Olshan Grundman Frome Rosenzweig
& Wolosky LLP


Park Avenue Tower


65 East 55th Street


New York, New York 10022


Attn: Adam Finerman, Esq.


Fax: (212) 451-2222


 


9.           Governing Law. This Warrant
and any dispute, disagreement, or issue of construction or interpretation arising hereunder, whether relating to its execution,
its validity, the obligations provided therein or performance, shall be governed and interpreted according to the law of the State
of Delaware, without regard to principals of conflicts of law.


 



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10.         Lost or Stolen Warrant. Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and,
in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in
the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver
a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.


 


11.         Fractional Shares. No fractional
shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the Holder
entitled to such fraction a sum in cash equal to such fraction (calculated to the nearest 1/100th of a share)multiplied by the
then effective Warrant Price on the date the Form of Subscription is received by the Company.


 


12.         Successors and Assigns. This
Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the
successors and assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time
to time of this Warrant, and shall be enforceable by any such Holder.


 


13.         Severability of Provisions.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


Remainder of Page Intentionally Left
Blank; Signature Page Follows


 



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IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its officer, thereunto duly authorized as of the date first indicated above.


 


	 	EQM TECHNOLOGIES & ENERGY, INC.
	 	 
	 	By:	 
	 	 
	 	Name:
	 	 
	 	Title:


 


Signature
Page — Warrant to Purchase Shares of Common Stock 


 



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FORM OF SUBSCRIPTION


 


The undersigned, the Holder of the attached
Warrant, hereby elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder,______________
shares of Common Stock of EQM Technologies & Energy, Inc. and such Holder herewith makes payment of $_________ therefor.


 


The undersigned requests that certificates
for such shares be issued in the name of, and delivered to: ________________________________________________________ whose address
is:________________________________________________________.


 


DATED: _______________________


 


 


	 	
        (Signature must conform in all respects to 

        name of the Holder as specified on the face of 

        the Warrant) 

         

	 	Name:	 
	 	 	 
	 	Title:	 





 








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