Exhibit 4.1


 


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 OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1)
AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS,
OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


IN ADDITION, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF
ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES
BY ANY PERSON FOR A PERIOD OF 180 DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE COMPANY’S REGISTRATION STATEMENT
NO.: 333-178837 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


LIQTECH INTERNATIONAL, INC.


 


PLACEMENT AGENT’S WARRANT


 


___ shares of Common Stock


 


March 8, 2012


 


This PLACEMENT AGENT’S WARRANT (this
“Warrant”) of LiqTech International, Inc., a corporation duly organized and validly existing under the laws
of the State of Nevada (the “Company”), is being issued pursuant to that certain Placement Agency Agreement,
dated as of March 8, 2012 (the “Placement Agency Agreement”), by and among the Company and Sunrise Securities
Corp. (the “Placement Agent”) relating to a public offering (the “Offering”) of up to 8,333,333
shares (the “Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”) pursuant
to a Registration Statement on Form S-1 (File No. 333-178837).


 


FOR VALUE RECEIVED, the Company hereby grants to _____
and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company
up to _____ (____) shares of Common Stock [in the aggregate, with all other Placement Agent’s Warrants, 5% of number of Shares
sold] (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $4.0625
(the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.


 


1. Date of Warrant Exercise. This Warrant shall become
exercisable on the date that is 180 days from the Base Date (the “Exercise Date”). As used in this Warrant,
the term “Base Date” shall mean March 8, 2012. Except as otherwise provided for herein or as permitted by applicable
rules of the Financial Industry Regulatory Authority, Inc., this Warrant shall not be sold, transferred, assigned, pledged or hypothecated
prior to the Exercise Date.


 


2. Expiration of Warrant. This Warrant shall expire
on the five (5) year anniversary of the Base Date (the “Expiration Date”).


 



    	 



    	 



    

 


3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.


 


3.1 Manner of Exercise.


 


(a) This Warrant may only be exercised by the Holder hereof
on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole
or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business
hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are
authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office
maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A
to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise
Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall
cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance
with Section 3.3.


 


(b) Except as provided for in Section 3.1(c) below, each
exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer
in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise.


 


(c) The aggregate Exercise Price for the number of Warrant
Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis”
at the election of the Holder:


 


(i) in the form of Common Stock owned by the Holder (based
on the Fair Market Value (as defined below) of such Common Stock on the date on which the exercise is deemed to have been effected);


 


(ii) in the form of Warrant Shares withheld by the Company
from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date
on which the exercise is deemed to have been effected equal to the aggregate Exercise Price of the Warrant Shares being purchased
by the Holder; or


 


(iii) by a combination of the foregoing, provided that the
combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate
Exercise Price for the number of Warrant Shares being purchased by the Holder.


 


For purposes of this Warrant, the term “Fair Market
Value” means with respect to a particular date, (i) if the Common Stock is then listed or quoted on the New York Stock
Exchange, the NYSE AMEX, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market or any other national
securities exchange, the closing price per share of the Common Stock for such date (or the nearest preceding date) on the primary
eligible market or exchange on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock are then quoted
on the OTC Bulletin Board, the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so
quoted; or (c) if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation
Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent closing
bid price per share of the Common Stock so reported. If the Common Stock is not publicly traded as set forth above, the “fair
value” per share of Common Stock shall be reasonably and in good faith determined by the Board of Directors of the Company
as of the date which the exercise is deemed to have been effected.


 



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For purposes of illustration of a cashless exercise of this
Warrant under Section 3.1(c)(ii) (or for a portion thereof for which cashless exercise treatment is requested as contemplated by
Section 3.1(c)(iii) hereof), the calculation of such exercise shall be as follows:


 


X = Y (A-B)/A


 


where:


  


X = the number of Warrant Shares to be issued to the Holder
(rounded to the nearest whole share).


 


Y = the number of Warrant Shares with respect to which this
Warrant is being exercised.


 


A = the Fair Market Value of the Common Stock.


 


B = the Exercise Price.


 







(d) For purposes of Rule 144 and sub-section (d)(3)(ii) thereof,
it is intended, understood, and acknowledged that the Common Stock issuable upon exercise of this Warrant in a cashless exercise
transaction as described in Section 3.1(c) above shall be deemed to have been acquired at the time this Warrant was issued. Moreover,
it is intended, understood, and acknowledged that the holding period for the Common Stock issuable upon exercise of this Warrant
in a cashless exercise transaction as described in Section 3.1(c) above shall be deemed to have commenced on the date this Warrant
was issued.


 


3.2 When Exercise Effective. Each exercise of this
Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant
shall have been duly surrendered to the Company as provided in Sections 3.1 and 3.12 hereof, and, at such time, the Holder in whose
name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.3 hereof shall
be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this
Warrant.


 


3.3 Delivery of Common Stock Certificates and New Warrant.
As soon as reasonably practicable after each exercise of this Warrant, in whole or in part, and in any event within five (5) Business
Days thereafter, 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, subject to Sections 9 and 10 hereof, as the Holder (upon payment by the Holder
of any applicable transfer taxes) may direct:


 


(a) a certificate or certificates (with appropriate restrictive
legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which
the Holder shall be entitled upon exercise; and


 


(b) in case exercise is in part only, a new Warrant document
of like tenor, dated the date hereof, for the remaining number of Warrant Shares issuable upon exercise of this Warrant after giving
effect to the partial exercise of this Warrant (including the delivery of any Warrant Shares as payment of the Exercise Price for
such partial exercise of this Warrant).


 



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4. Certain Adjustments. For so long as this Warrant
is outstanding:


 


4.1 Mergers or Consolidations. If at any time after
the date hereof there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided
for herein) resulting in a reclassification to or change in the terms of securities issuable upon exercise of this Warrant (a “Reorganization”),
or a merger or consolidation of the Company with another corporation, association, partnership, organization, business, individual,
government or political subdivision thereof or a governmental agency (a “Person” or the “Persons”)
(other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification
or change in the terms of securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of
changing the domicile of the Company) (a “Merger”), then, as a part of such Reorganization or Merger, lawful
provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant,
the number of shares of stock or any other equity or debt securities or property receivable upon such Reorganization or Merger
by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior
to such Reorganization or Merger. In any such case, appropriate adjustment shall be made in the application of the provisions of
this Warrant with respect to the rights and interests of the Holder after the Reorganization or Merger to the end that the provisions
of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable
after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter
deliverable upon exercise of this Warrant. The provisions of this Section 4.1 shall similarly apply to successive Reorganizations
and/or Mergers.


 


4.2 Splits and Subdivisions; Dividends. In the event
the Company should at any time or from time to time effectuate a split or subdivision of the outstanding shares of Common Stock
or pay a dividend in or make a distribution payable in additional shares of Common Stock or Common Stock Equivalents without payment
of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional
shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such
distribution, split or subdivision if no record date is fixed), the per share Exercise Price shall be appropriately decreased and
the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding
shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend or distribution is not
effectuated.


 


4.3 Combination of Shares. If the number of shares
of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common
Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately
decreased in proportion to such decrease in outstanding shares.


 


4.4 Adjustments for Other Distributions. In the event
the Company shall declare a distribution payable in securities of other Persons, evidences of indebtedness issued by the Company
or other Persons, assets (excluding cash dividends or distributions to the holders of Common Stock paid out of current or retained
earnings and declared by the Company’s board of directors) or options or rights not referred to in Sections 4.1, 4.2 or 4.3,
then, in each such case for the purpose of this Section 4.4, upon exercise of this Warrant, the Holder shall be entitled to a proportionate
share of any such distribution as though the Holder was the actual record holder of the number of Warrant Shares as of the record
date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.


 


5. No Impairment. The Company will not, by amendment
of its articles of incorporation or by-laws or through any consolidation, merger, reorganization, transfer of assets, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all of the terms and in the taking of all actions
necessary or appropriate in order to protect the rights of the Holder against impairment.


 



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6. Chief Financial Officer’s Report as to Adjustments.
With respect to each adjustment pursuant to Section 4 of this Warrant, the Company, at its expense, will promptly as practicable
compute the adjustment or re-adjustment in accordance with the terms of this Warrant and cause its Chief Financial Officer to certify
the computation (other than any computation of the fair value of property of the Company, as the case may be) and prepare a report
setting forth, in reasonable detail, the event requiring the adjustment or re-adjustment and the amount of such adjustment or re-adjustment,
the method of calculation thereof and the facts upon which the adjustment or re-adjustment is based, and the Exercise Price and
the number of Warrant Shares or other securities purchasable hereunder after giving effect to such adjustment or re-adjustment,
which report shall be mailed by first class mail, postage prepaid to the Holder. The Company will also keep copies of all reports
at its office maintained pursuant to Section 10.2(a) hereof and will cause them to be available for inspection at the office during
normal business hours upon reasonable notice by the Holder or any prospective purchaser of the Warrant designated by the Holder
thereof.


 


7. Reservation of Shares. The Company shall, solely
for the purpose of effecting the exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available
out of its authorized shares of Common Stock, free from all taxes, liens and charges with respect to the issue thereof and not
subject to preemptive rights or other similar rights of shareholders of the Company, such number of its shares of Common Stock
as shall from time to time be sufficient to effect in full the exercise of this Warrant. If at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect in full the exercise of this Warrant, in addition to such
other remedies as shall be available to Holder, the Company will promptly take such corporate action as may, in the opinion of
its counsel, be necessary to increase the number of authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes, including without limitation, using its Reasonable Best Efforts (as defined in Section 14
hereof) to obtain, as promptly as practicable, the requisite shareholder approval necessary to increase the number of authorized
shares of Common Stock. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this
Warrant shall be duly authorized and, when issued and paid for upon exercise, shall be validly issued, fully paid and nonassessable.


 


8. Registration and Listing.


 


8.1 Definition of Registrable Securities; Majority.
As used herein, the term “Registrable Securities” means any shares of Common Stock issuable upon the exercise
of this Warrant, until the date (if any) on which such shares shall have been transferred or exchanged and new certificates for
them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them
shall not require registration or qualification of them under the Securities Act or any similar state law then in force. For purposes
of this Warrant, the term “Majority”, in reference to the holders of Registrable Securities, shall mean in excess
of fifty percent (50%) of the then outstanding Warrant Shares (assuming the exercise of the all Placement Agent’s Warrants
in their entirety) that: (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of
their respective affiliates, members of their family, Persons acting as nominees or in conjunction therewith and (ii) have not
be resold to the public pursuant to a registration statement filed under the Securities Act.


 



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8.2 Incidental Registration Rights.


 


(a) If the Company, at any time on or after the Base Date
through the fifth anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than
in connection with a registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of
any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the
Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”),
the Company shall each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof)
written notice to the holders of Registrable Securities of its intention to do so. Upon the written request of any such holder
of Registrable Securities made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such holder), except as set forth in Section 8.2(b), the Company will use its Reasonable
Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been
so requested to register by such holder, to the extent requisite to permit the disposition of the Registrable Securities so to
be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the
Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register
any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company
shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities,
the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a
determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination
to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering
such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be
permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable
Securities pursuant to this Section 8.2.


 


(b) If the Company, at any time on or after the Base Date
through the fifth anniversary of the Base Date proposes to register any of its securities under the Securities Act as contemplated
by this Section 8.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested
by a holder of Registrable Securities, use its Reasonable Best Efforts to arrange for such underwriters to include all the Registrable
Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if
the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such
distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with
the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief
and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered
which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable
Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to
be included in such registration (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect)
the number of such Registrable Securities and Other Shares the registration of which shall have been requested by each holder thereof
so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration, together
with the number of securities to be included in such registration for the account of the Company, shall be equal to the number
of shares stated in such managing underwriter’s letter.


 


8.3 Registration Procedures. Whenever the holders
of Registrable Securities have properly requested that any Registrable Securities be registered pursuant to the terms of this Warrant,
the Company shall use its Reasonable Best Efforts to effect the registration and the sale of such Registrable Securities in accordance
with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:


 


(a) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its Reasonable Best Efforts to cause such registration statement to become
effective;


 



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(b) notify such holders of the effectiveness of each registration
statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to (i) keep such registration statement effective and the prospectus
included therein usable for a period commencing on the date that such registration statement is initially declared effective by
the SEC and ending on the date when all Registrable Securities covered by such registration statement have been sold pursuant to
the registration statement or cease to be Registrable Securities, and (ii) comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration statement;


 


(c) furnish to such holders such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including
each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such holders;


 


(d) use its Reasonable Best Efforts to register or qualify
such Registrable Securities under such other securities or blue sky laws of such jurisdictions as such holders reasonably request
and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, however, that the Company
shall not be required to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent to general service
of process in any such jurisdiction;


 


(e) notify such holders, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus
included in such registration statement contains an untrue statement of a material fact or omits any material fact necessary to
make the statements therein, in light of the circumstances in which they are made, not materially misleading, and, at the reasonable
request of such holders, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in light of the circumstances in which they are made, not
materially misleading;


 


(f) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;


 


(g) make available for inspection by any underwriter participating
in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such underwriter,
all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers,
directors, managers, employees and independent accountants to supply all information reasonably requested by any such underwriter,
attorney, accountant or agent in connection with such registration statement;


 


(h) otherwise use its Reasonable Best Efforts to comply with
all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable,
an earnings statement of the Company, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act and, at the option of the Company, Rule 158 thereunder;


 


(i) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending
the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction, the Company
shall use its Reasonable Best Efforts promptly to obtain the withdrawal of such order;


 


(j) use its Reasonable Best Efforts to cause any Registrable
Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and


 



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(k) if the offering is underwritten, use its Reasonable Best
Efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration,
an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters
covering such issues as are reasonably required by such underwriters.


 


8.4 Listing. The Company shall secure the listing
of the Common Stock underlying this Warrant upon each national securities exchange or automated quotation system upon which shares
of Common Stock are then listed or quoted (subject to official notice of issuance) and shall maintain such listing of shares of
Common Stock. The Company shall at all times comply in all material respects with the Company’s reporting, filing and other
obligations under the by-laws or rules of any national securities exchange or market on which the Common Stock may then be listed,
as applicable.


 


8.6 Expenses. The Company shall pay all Registration
Expenses relating to the registration and listing obligations set forth in this Section 8. For purposes of this Warrant, the term
“Registration Expenses” means: (a) all registration, filing and FINRA (as defined below) fees, (b) all reasonable
fees and expenses of complying with securities or blue sky laws, (c) all word processing, duplicating and printing expenses, (d)
the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any
special audits or “cold comfort” letters required by or incident to such performance and compliance, and (e) premiums
and other costs of policies of insurance (if any) against liabilities arising out of the public offering of the Registrable Securities
being registered if the Company desires such insurance, if any; provided however, that, in any case where Registration Expenses
are not to be borne by the Company, such expenses shall not include (and such expenses shall be borne by the Company): (i) salaries
of Company personnel or general overhead expenses of the Company, (ii) auditing fees, (iii) premiums or other expenses relating
to liability insurance required by underwriters of the Company, or (iv) other expenses for the preparation of financial statements
or other data, to the extent that any of the foregoing either is normally prepared by the Company in the ordinary course of its
business or would have been incurred by the Company had no public offering taken place. Registration Expenses shall not include
any underwriting discounts and commissions which may be incurred in the sale of any Registrable Securities and transfer taxes of
the selling holders of Registrable Securities.


 


8.7 Information Provided by Holders. Any holder of
Registrable Securities included in any registration shall furnish to the Company such information as the Company may reasonably
request in writing to enable the Company to comply with the provisions hereof in connection with any registration referred to in
this Warrant.


 


8.8 FINRA Cobradesk Filings. In the event that a registration
statement covering the Registrable Securities is filed, within one (1) Business Day of the filing of such registration statement,
the Company will prepare and file the selling stockholder resale offering described in such registration statement for review by
the Financial Industry Regulatory Authority (“FINRA”) via the FINRA’s CobraDesk filing system (“CobraDesk
Filing”) for the purpose of having the prospectus contained within such registration statement treated as a “base
prospectus” in connection with such resale offering. The Company will use its Reasonable Best Efforts to have the CobraDesk
Filing approved by FINRA within thirty (30) days of such filing date. The Company shall bear all expenses of the CobraDesk Filing,
including fees and expenses of counsel or other advisors to the Holder. In all circumstances, the Company shall pay for all FINRA
filing fees associated with the CobraDesk Filing.


 


8.9 Effectiveness Period. The Company shall use its
Reasonable Best Efforts to keep each registration statement contemplated hereunder continuously effective under the Securities
Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have
been sold or (ii) all Registrable Securities (assuming that the Warrants and such securities were not held by any affiliate of
the Company and all Warrants are exercised on a cashless basis pursuant to Section 3.1(c)) may be sold immediately without registration
under the Securities Act and without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by the counsel
to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s
transfer agent and the affected holders of Registrable Securities.


 



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8.10 Net Cash Settlement. Notwithstanding anything
herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in
lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying this Warrant is registered
pursuant to an effective registration statement; provided, however, that the foregoing will not preclude the Holder from seeking
other remedies at law or equity for breaches by the Company of its registration obligations hereunder.


 


9. Restrictions on Transfer.


 


9.1 Restrictive Legends. This Warrant and each Warrant
issued upon transfer or in substitution for this Warrant pursuant to Section 10 hereof, each certificate for Common Stock issued
upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be transferable only
upon satisfaction of the conditions specified in this Section 9. Each of the foregoing securities shall be stamped or otherwise
imprinted with a legend reflecting the restrictions on transfer set forth herein and any restrictions required under the Securities
Act or other applicable securities laws.


 


9.2 Notice of Proposed Transfer. Prior to any transfer
of any securities which are not registered under an effective registration statement under the Securities Act (“Restricted
Securities”), which transfer may only occur if there is an exemption from the registration provisions of the Securities
Act and all other applicable securities laws, the Holder will give written notice to the Company of the Holder’s intention
to effect a transfer (and shall describe the manner and circumstances of the proposed transfer). The following provisions shall
apply to any proposed transfer of Restricted Securities:


 


(i) If in the opinion of counsel for the Holder reasonably
satisfactory to the Company the proposed transfer may be effected without registration of the Restricted Securities under the Securities
Act (which opinion shall state in detail the basis of the legal conclusions reached therein), the Holder shall thereupon be entitled
to transfer the Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate
representing the Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required
by Section 9.1 hereof.


 


(ii) If the opinion called for in (i) above is not delivered,
the Holder shall not be entitled to transfer the Restricted Securities until either: (x) receipt by the Company of a further notice
from such Holder pursuant to the foregoing provisions of this Section 9.2 and fulfillment of the provisions of clause (i) above,
or (y) such Restricted Securities have been effectively registered under the Securities Act.


 


9.3 Certain Other Transfer Restrictions. Notwithstanding
any other provision of this Section 9: (i) prior to the Exercise Date, this Warrant or the Restricted Securities thereunder may
only be transferred or assigned to the persons permitted under FINRA Rule 5110(g), and (ii) no opinion of counsel shall be necessary
for a transfer of Restricted Securities by the holder thereof to any Person employed by the Placement Agent, if the transferee
agrees in writing to be subject to the terms hereof to the same extent as if the transferee were the original purchaser hereof
and such transfer is permitted under applicable securities laws.


 


9.4 Termination of Restrictions. Except as set forth
in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease
and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities
Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no
longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease
and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense
(other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section
9.1 hereof.


 



    	9



    	 



    

 


10. Ownership, Transfer, Sale and Substitution of Warrant.


 


10.1 Ownership of Warrant. The Company may treat any
Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 10.2(b) hereof as the owner
and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all
purposes, notwithstanding any notice to the contrary. Subject to Sections 9 and 10 hereof, this Warrant, if properly assigned,
may be exercised by a new holder without a new Warrant first having been issued.


 


10.2 Office; Exchange of Warrant.


 


(a) The Company will maintain its principal office at the
location identified in the prospectus relating to the Offering or at such other offices as set forth in the Company’s most
current filing (as of the date notice is to be given) under the Exchange Act or as the Company otherwise notifies the Holder.


 


(b) The Company shall cause to be kept at its office maintained
pursuant to Section 10.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of
the holder of the Warrant, the transfers thereof and the name and address of the transferee of the Warrant shall be registered
in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner
and holder thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.


 


(c) Upon the surrender of this Warrant, properly endorsed,
for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 10.2(a) hereof, the Company
at its expense will (subject to compliance with Section 9 hereof, if applicable) execute and deliver to or upon the order of the
Holder thereof a new Warrant of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on
the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares).


 


10.3 Replacement of 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 of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount
or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant
to Section 10.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor
and dated the date hereof.


 


10.4 Opinions. In connection with the sale of the
Warrant Shares by Holder, the Company agrees to cooperate with the Holder, and at the Company’s expense, have its counsel
provide any legal opinions required to remove the restrictive legends from the Warrant Shares in connection with a sale, transfer
or legend removal request of Holder.


 



    	10



    	 



    

 


11. No Rights or Liabilities as Stockholder. No Holder
shall be entitled to vote or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of
the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed
to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the shares of Common Stock purchasable upon the exercise hereof shall have become deliverable,
as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution
or the winding up of the Company.


 


12. Notices. Any notice or other communication in
connection with this Warrant shall be given in writing and directed to the parties hereto as follows: (a) if to the Holder, c/o
________________[—name and fax and/or email address] or (b) if to the Company, to the attention of its Chief Executive Officer
at its office maintained pursuant to Section 10.2(a) hereof; provided, that the exercise of the Warrant shall also be effected
in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice
party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation
of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for
delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered
or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.


 


13. Payment of Taxes. The Company will pay all documentary
stamp taxes attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in
the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other
that of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring
this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.


 


14. Miscellaneous. This Warrant and any term hereof
may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of New York. The section headings in this Warrant are for purposes of convenience only and shall
not constitute a part hereof. When used herein, the term “Reasonable Best Efforts” means, with respect to the
applicable obligation of the Company, reasonable best efforts for similarly situated, publicly-traded companies.


 



    	11



    	 



    

 


IN WITNESS WHEREOF, the Company has caused this Placement
Agent’s Warrant to be duly executed as of the date first above written.


 


	 	LIQTECH INTERNATIONAL, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT A


FORM OF EXERCISE NOTICE


[To be executed only upon exercise of
Warrant]


 


To LIQTECH INTERNATIONAL, INC.:


 


The undersigned registered holder of the within Warrant hereby
irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to ________________________ Warrant Shares,
at an exercise price per share of $[ ], and requests that the certificates for such Warrant Shares be issued, subject to Sections
9 and 10, in the name of, and delivered to:


	 
	 
	 
	 
	 


 


The undersigned is hereby making payment for the Warrant
Shares in the following manner: [check one]


 


		•	by cash in accordance with Section 3.1(b) of the Warrant



 


		•	via cashless exercise in accordance with Section 3.1(c) of the Warrant in the following manner:






	 
	 
	 


 


The undersigned hereby represents and warrants that it is,
and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.


 


Unless and until there is an effective registration statement
covering the Warrant Shares at the time of exercise, the undersigned hereby represents and warrants that it is an “accredited
investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.


 


	Dated:	 	 
	 	 	 
	 	 
	Print or Type Name	 
	 	 	 
	 	 
	(Signature must conform in all respects to name of holder as specified on the face of Warrant)
	 	 	 
	 	 
	(Street Address)	 
	 	 	 
	 	 
	(City) (State) (Zip Code)	 


 



    	 



    	 



    

 


 


EXHIBIT B


FORM OF ASSIGNMENT


[To be executed only upon transfer of
Warrant]


 


For value received, the undersigned registered holder of
the within Warrant hereby sells, assigns and transfers unto _____________________ [include name and addresses] the rights represented
by the Warrant to purchase __________ shares of Common Stock of LIQTECH INTERNATIONAL, INC. to which the Warrant relates, and appoints
___________________ Attorney to make such transfer on the books of LIQTECH INTERNATIONAL, INC. maintained for the purpose, with
full power of substitution in the premises.


 


	 	Dated:	 
	 	 	 	(Signature must conform in all respects to name of holder as specified on the face of Warrant) 
	 	 	 	 
	 	 	 	 
	 	 	 	(Street Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(City) (State) (Zip Code)
	 	 	 	 
	 	
        Signed in the

        presence of:
	 	 
	 	 	 	 
	 	 	 	(Signature of Transferee)
	 	 	 	 
	 	 	 	 
	 	 	 	(Street Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(City) (State) (Zip Code)
	 	 	 	 
	 	
        Signed in the

        presence of: