AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT


 


This Amendment No.
1 to Registration Rights Agreement, dated as of March 30, 2012 (this “Amendment”), amends that certain Registration
Rights Agreement, dated as of December 30, 2011 (the “Agreement”), by and among EQM Technologies & Energy,
Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the signature
pages to the Agreement. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to
them in the Agreement.


 


RECITALS


 


WHEREAS, the Board
of Directors of the Company has determined to issue to Jack Greber (“Greber”) a Convertible Subordinated Note
dated the date hereof in the original principal amount of $188,959 (the “Greber Note”), which Greber Note has
substantially the same terms as the Convertible Notes and is convertible into an aggregate of 472,398 shares (subject to adjustment
as set forth in the Greber Note) of Common Stock, and to grant to Greber registration rights with respect to the shares of Common
Stock underlying the Greber Note.


 


WHEREAS, pursuant to
Section 18 of the Agreement, the Agreement may be amended by written agreement of the Company and Holders holding in the aggregate
at least 66 2/3% of the then-outstanding Registrable Securities.


 


WHEREAS, the Holders
signatory hereto hold in excess of 66 2/3% of the Registrable Securities currently outstanding and desire to amend the Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the covenants, agreements, representations and warranties set forth in the Agreement and this
Amendment, and for other good and valuable consideration, the parties agree as follows:


 


1.          The Agreement
is hereby amended such that the Greber Note shall be considered a “Convertible Note” in the original principal amount
of $188,959, the shares of Common Stock underlying the Greber Note shall be considered “Shares”, and Greber shall be
considered an “Investor” in his capacity as the holder of the Greber Note, as such terms are defined under the Agreement.


 


2.          Except
as expressly amended hereby, the Agreement shall remain unchanged and in full force and effect.


 


3.          This Amendment
shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or
conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Delaware.


 


4.          This Amendment
may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one
or more counterparts have been signed by each of the parties and delivered to the other parties.


 


[Signature page follows]


 



    	 



    	 



    

 


[SIGNATURE PAGE TO

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]


 


IN WITNESS WHEREOF,
each of the undersigned has caused this Amendment to be executed as of the date first above written.


 


	 	EQM Technologies & Energy, Inc.
	 	 
	 	By:	
        /s/ Robert R. Galvin

	 	Name:	Robert R. Galvin
	 	Title:	Chief Financial Officer


 


	 	Address:	1800 Carillon Boulevard
	 	 	Cincinnati, Ohio 45240
	 	 	Attention: Robert R. Galvin
	 	 	Facsimile: (513) 825-7495


 


	 	ARGENTUM CAPITAL PARTNERS II, L.P.,
	 	 
	 	By: Argentum Partners II, LLC,
 its General Partner
	 	 
	 	By: Argentum Investments, LLC,
 its Managing Member
	 	 
	 	By:	/s/ Walter H. Barandiaran
	 	Name:	Walter H. Barandiaran
	 	Title:	Managing Member
	 	 	 
	 	Original Principal Amount (U.S. Dollars) of Convertible Note: $1,015,556.00


 


	 	Address:	60 Madison Avenue, Suite 701
	 	 	New York, NY 10010
	 	 	Attention: Walter H. Barandiaran
	 	 	Facsimile: (212) 949-8294


 


SIGNATURE PAGE TO


AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT


 



    	 



    	 



    

 


	 	/s/ Walter H. Barandiaran
	 	WALTER H. BARANDIARAN
	 	 
	 	Original Principal Amount (U.S. Dollars) of Convertible Note: $101,556.00


 


	 	Address:	14 Mayflower Parkway
	 	 	Westport, CT 06880
	 	 	Facsimile: (212) 949-8294


 


	 	/s/ James E. Wendle
	 	JAMES E. WENDLE
	 	 
	 	Original Principal Amount (U.S. Dollars) of Convertible Note: $60,933.00


 


	 	Address:	7595 Blue Fox Run
	 	 	West Chester, OH 45069
	 	 	Facsimile: (513) 825-7495


 


	 	
        /s/ Jack S. Greber

	 	JACK S. GREBER
	 	 
	 	Original Principal Amount (U.S. Dollars) of Convertible Note: $376,944.00
	 	Original Principal Amount (U.S. Dollars) of Greber Note: $188,959.00


 


	 	Address:	5722 Saddleridge Drive
	 	 	Cincinnati, OH 45247
	 	 	Facsimile: (513) 825-7495


 


	 	/s/ Joseph P. Hoffman
	 	JOSEPH P. HOFFMAN
	 	 
	 	Original Principal Amount (U.S. Dollars) of Convertible Note: $101,556.00


 


	 	Address:	6446 Simon Drive
	 	 	Cincinnati, OH 45233-4560
	 	 	Facsimile: (513) 825-7495




 


SIGNATURE PAGE TO


AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT