Exhibit 4.2


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	 	Right to Purchase 1,000,000 shares of Common Stock of Meridian Waste Solutions, Inc. (subject to adjustment as provided herein)


 


FORM OF COMMON STOCK PURCHASE WARRANT


 


	No. _______	Issue Date: ________, 2017


 


MERIDIAN WASTE SOLUTIONS, INC.,
a corporation organized under the laws of the State of New York (the “Company”), hereby certifies that, for
value received, _________________________________, with an address at _______________________________________________________,
or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company
at any time after the date that is six months from the Issue Date until 5:00 p.m., E.D.T. on the five (5) year anniversary of the
Issue Date (the “Expiration Date”), up to 1,000,000 fully paid and non-assessable shares of Common Stock at
a per share purchase price of $1.00. The aforedescribed purchase price per share, as adjusted from time to time as herein provided,
is referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the
Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price for some or all of the Warrants,
temporarily or permanently, provided such reduction is made as to all outstanding Warrants for all Holders of such Warrants. 


 


As used herein the following
terms, unless the context otherwise requires, have the following respective meanings:


 


 (a) The term “Company” shall mean Meridian Waste Solutions, Inc., a New York corporation.




 


(b) The term “Common
Stock” includes (i) the Company’s Common Stock, $0.025 par value per share and (ii) any other securities into which
or for which any of the securities described in (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.


 


(c) The term “Other
Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise
of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 hereof or otherwise.


 


(d) The term “Warrant
Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 


1. Exercise of Warrant.


 


1.1. Number of Shares
Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole in accordance with the terms of Section 1.2 hereof or upon exercise of
this Warrant in part in accordance with Section 1.3 hereof, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 3 hereof.


 


1.2. Full Exercise.
This Warrant may be exercised in full by the Holder hereof by delivery to the Company of an original or facsimile copy of the form
of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and
delivered within two (2) business days thereafter of payment, in cash, wire transfer or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant
is then exercisable by the Purchase Price then in effect. The original Warrant is not required to be surrendered to the Company
until it has been fully exercised.


 


1.3. Partial Exercise.
This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the manner and at
the place provided in Section 1.2 hereof, except that the amount payable by the Holder on such partial exercise shall be
the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, upon the written request of the Holder, provided the
Holder has surrendered the original Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.


 






     

     


    

 


1.4. Fair Market
Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular date (the “Determination
Date”) shall mean:


 


(a) If the Company’s
Common Stock is traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the
New York Stock Exchange or the NYSE AMEX Equities, then the average of the closing sale prices of the Common Stock for the five
(5) trading days immediately prior to (but not including) the Determination Date;


 


(b) If the Company’s
Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market,
the New York Stock Exchange or the NYSE AMEX Equities, but is traded on the OTC Bulletin Board or in the over-the-counter market
or Pink Sheets, then the average of the closing bid and ask prices reported for the five (5) trading days immediately prior to
(but not including) the Determination Date;


 


(c) Except as provided
in clause (d) below and Section 3.1 hereof, if the Company’s Common Stock is not publicly traded, then as the Holder
and the Company shall mutually agree, or in the absence of such an agreement after good faith efforts of the Company and the Holder
to reach an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before
a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided;
or


 


(d) If the Determination
Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up
pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the
charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect
of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common
Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 


1.5. Company Acknowledgment.
The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise
in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6. Delivery of
Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription Form
is received as specified in Section 2 hereof, the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery
of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise
of this Warrant in full or in part and the payment is made, and in any event within five (5) business days thereafter (“Warrant
Share Delivery Date”), the Company, at its expense (including the payment by it of any applicable issue taxes), will
cause to be issued in the name of, and delivered to, the Holder hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled
on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 hereof
or otherwise. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date
could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated
damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate
amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant Shares for
which this Warrant is exercised which are not timely delivered. The Company shall promptly pay any payments incurred under this
Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the
Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery
Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a written notice to such effect to the
Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise
of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice
of revocation or rescission is given to the Company.


 






    	 	2	 



     


    

 


2. Cashless Exercise.


 


(a) Payment upon exercise
may be made at the written option of the Holder either in (i) cash, wire transfer or by certified or official bank check payable
to the order of the Company equal to the applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise
of the Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing methods, for the number
of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number
of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive
the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined
as provided herein. Notwithstanding the immediately preceding sentence, payment upon exercise may be made in the manner described
in Section 2(b) below only with respect to Warrant Shares not included for unrestricted public resale in an effective
registration statement on the date notice of exercise is given by the Holder.


 


(b) If the Fair Market
Value of one share of Common Stock is greater than the Purchase 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 delivery of a properly endorsed Subscription Form delivered to the Company by any means
described in Section 12 hereof, 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


 


	 	Where X= the number of shares of Common Stock to be issued to the Holder
	 	 	 
	 	Y=	
        the number of shares of Common Stock purchasable under the Warrant
        or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)

         

	 	A=	
        Fair Market Value

         

	 	B=	Purchase Price (as adjusted to the date of such calculation)


 


For purposes of Rule
144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period
for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 






    	 	3	 



     


    

 


3. Adjustment for
Reorganization, Consolidation, Merger, etc.


 


3.1. Fundamental
Transaction. If, at any time while this Warrant is outstanding, pursuant to the approval of the Company’s Board of Directors
(A) the Company effects any merger or consolidation of the Company with or into another entity, (B) the Company effects any sale
of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether
by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, or spin-off) with one or more persons or entities whereby such
other persons or entities acquire more than the 50% of the outstanding shares of Common Stock (not including any shares of Common
Stock held by such other persons or entities making or party to, or associated or affiliated with the other persons or entities
making or party to, such stock purchase agreement or other business combination), (E) any “person” or “group”
(as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or
(F) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each
Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder
of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) if the Company
is acquired in (1) a transaction where the consideration paid to the holders of the Common Stock consists solely of cash, (2) a
“Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a person or entity
not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market,
cash equal to the Black-Scholes Value (as defined herein). For purposes of any such exercise, the determination of the Purchase
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Purchase Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company
or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant
to which a Fundamental Transaction is effected include terms requiring any such successor or surviving entity to comply with the
provisions of this Section 3.1 and insuring that this Warrant (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental Transaction. “Black-Scholes Value” shall be determined
in accordance with the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i)
a price per share of Common Stock equal to the Volume Weighted Average Price of the Common Stock for the Trading Day immediately
preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of such request and (iii) an expected
volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg L.P. determined as of the Trading Day immediately
following the public announcement of the applicable Fundamental Transaction. For the avoidance of doubt, Holder shall not have
the option to require the Company to purchase this Warrant as a result of a transaction that has not been approved by the Company’s
Board of Directors.


 


3.2. Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 3 hereof, this Warrant shall continue in full force and effect and the terms hereof shall be applicable
to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant
as provided in Section 4 hereof.


 






    	 	4	 



     


    

 


4. Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding
shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter
be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described in this Section 4. The number of shares of Common Stock that the Holder of this
Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such
exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section
4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.


 


5. Certificate as
to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of the Warrants or in the Purchase Price, the Company at its expense will promptly cause its Chief Financial Officer
or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common
Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or
Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock
to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant
and any Warrant Agent (as defined herein) of the Company (appointed pursuant to Section 10 hereof). Holder will be entitled
to the benefit of the adjustment regardless of the giving of such notice. The timely giving of such notice to Holder is a material
obligation of the Company.


 


6. Reservation of
Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to
time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof, upon written request, to receive copies
of all financial and other information distributed or required to be distributed to the holders of the Company’s Common Stock.


 


7. Assignment; Exchange
of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred
by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor’s
endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together
with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with
applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants
of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.


 






    	 	5	 



     


    

 


8. Replacement of
Warrant. On 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 of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9. Maximum Exercise.
The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its
Affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect
to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by
the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Rule
13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result in the issuance
of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61) days’
prior notice from the Holder to the Company to increase such percentage. The Holder may decide whether to convert the Preferred
Stock or exercise this Warrant to achieve an actual 4.99% or increase such ownership position as described above.


 


 10. Warrant
Agent. The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”) for the purpose
of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1 hereof, exchanging this
Warrant pursuant to Section 7 hereof, and replacing this Warrant pursuant to Section 8 hereof, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 


11. Transfer on the
Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


12. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received), or (b) on the second business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be: (i) if to the Company, to Meridian Waste Solutions, Inc., One Glenlake Parkway NE, Suite 900,
Atlanta, GA 30328 Attn: Jeffrey Cosman, Chief Executive Officer, with a copy by fax only to (which shall not constitute notice)
Lucosky Brookman LLP, 101 Wood Avenue South, 5th Floor, Iselin, NJ 08830, Attn: Joseph M. Lucosky, Esq., facsimile: (732) 395-4401,
and (ii) if to the Holder, to the address and facsimile number listed on the first paragraph of this Warrant.


  


13. Law Governing
This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without
regard to its principles of conflicts of laws or of any other State. Any action brought by either party hereto against the other
concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New York or in the federal
courts located in the state and county of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon
forum non conveniens. The Company and the Holder waive trial by jury. The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to, such statute
or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law.


 


[-Signature Page Follows-]


 




    	 	6	 



     


    



 


IN WITNESS WHEREOF, the Company has executed
this Warrant as of the date first written above.


 


	 	MERIDIAN WASTE SOLUTIONS, INC.
	 	 
	 	By:	 
	 	Name: 	Jeffrey S. Cosman
	 	Title: 	CEO


 






    	 	7	 



     


    

 


Exhibit A


 


FORM OF EXERCISE


(to be signed only on exercise of Warrant)


 


TO: MERIDIAN WASTE SOLUTIONS, INC.


 


The undersigned, pursuant to the provisions set forth in the
attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


 


	___	________ shares of the Common Stock covered by such Warrant; or




 


	___	the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant.


 


The undersigned herewith makes payment of the full purchase
price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of
(check applicable box or boxes):


 


	___	$__________ in lawful money of the United States; and/or




 


	___	the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or


 


	___	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.


 


After application of the cashless exercise feature as described
above, _____________ shares of Common Stock are required to be delivered pursuant to the instructions below.


 


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


 


The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration
of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption
from registration under the Securities Act.


 




    	 	8	 



     


    


 


	Dated:___________________	 	 
	 	 	
        (Signature must conform to name of holder as

        specified on the face of the Warrant)

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)


 




    	 	9	 



     


    


 


Exhibit B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received,
the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of MERIDIAN WASTE SOLUTIONS,
INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of MERIDIAN WASTE SOLUTIONS, INC., with full power of substitution in the premises.


 


	Transferees	 	Percentage Transferred	 	Number Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Dated: __________________, _______	 	 
	 	 	
        (Signature must conform to name of holder as specified on
the face of the warrant)

	 	 	 
	Signed in the presence of: 	 	 
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEPTED AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	 	 	 
	(Name)	 	 


 




 


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