Converted Organics Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 21st, 2010 • Converted Organics Inc. • Agricultural chemicals

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 20, 2010, between Converted Organics Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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WITNESSETH
Employment Agreement • June 21st, 2006 • Converted Organics Inc. • Massachusetts
COMMON STOCK PURCHASE WARRANT CONVERTED ORGANICS INC.
Converted Organics Inc. • April 21st, 2010 • Agricultural chemicals

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Iroquois Master Fund Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the later of (i) one year from the Issue Date and (ii) the date the Company receives Authorized Share Approval (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Converted Organics Inc., a Delaware corporation (the “Company”), up to 1,163,362 shares (the “Warrant Shares”) of Common Stock. Notwithstanding anything herein to the contrary, in the event that Authorized Share Approval is not obtained on or before July 15, 2010 or the Registration Statement (as defined in the Registration Rights Agreement) registering all the Warrant Shares is not declared effective by the Commission on

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 21st, 2010 • Converted Organics Inc. • Agricultural chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2010, between Converted Organics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

APRIL 11, 2006
Security Agreement • June 21st, 2006 • Converted Organics Inc. • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 3rd, 2012 • Converted Organics Inc. • Agricultural chemicals • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 3, 2012, is by and among Converted Organics Inc., a Delaware corporation (the “Company”), each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”), and, solely for purposes of the last two sentences of Section 4(s), Iroquois Capital Opportunity Fund LP (“ICOP”).

FINJAN HOLDINGS, INC. TO Trustee FORM OF INDENTURE Dated as of ______________, ___ 20__ SENIOR DEBT SECURITIES
Finjan Holdings, Inc. • July 11th, 2014 • Agricultural chemicals • New York

INDENTURE, dated as of ______ __, 20__ between Finjan Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 122 East 42nd Street, Suite 1512, New York, New York 10168, and ______________________________, as Trustee (herein called the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 1st, 2011 • Converted Organics Inc. • Agricultural chemicals • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [___], 2011, is by and among Converted Organics Inc., a Delaware corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

PLACEMENT AGENCY AGREEMENT December 16, 2010
Placement Agency Agreement • December 17th, 2010 • Converted Organics Inc. • Agricultural chemicals • New York

Introduction. Subject to the terms and conditions herein (this “Agreement”), Converted Organics Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,990,000 principal amount of registered securities (the “Securities”) of the Company, including, but not limited to, units (“Units”) comprised of debt securities (“Debt Securities”) that are convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) (the shares of Common Stock underlying the Debt Securities, the “Conversion Shares”), and common stock purchase warrants to purchase up to an aggregate of 9,999,980 shares of Common Stock (the “Warrants”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Chardan Capital Markets, LLC, as placement agent (the “Placement Agent”). The aggregate purchase price to the Investors for all Units is $4,750,000 and the exercise price to the Investors for each share of common stock

W I T N E S S E T H:
Agreement of Lease • January 25th, 2007 • Converted Organics Inc. • Agricultural chemicals
COMMON STOCK PURCHASE WARRANT CONVERTED ORGANICS INC.
Common Stock Purchase • May 20th, 2009 • Converted Organics Inc. • Agricultural chemicals

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on August 15, 2009 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Converted Organics Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 10th, 2020 • Finjan Holdings, Inc. • Patent owners & lessors • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 10, 2020, among Finjan Holdings, Inc., a Delaware corporation (the “Company”), CFIP Goldfish Holdings LLC, a Delaware corporation (“Parent”), and CFIP Goldfish Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).

PURCHASE WARRANT
Converted Organics Inc. • June 21st, 2006 • Oregon
FORM OF
Warrant Agreement • June 21st, 2006 • Converted Organics Inc. • Delaware
BETWEEN
Warrant Agreement • February 8th, 2007 • Converted Organics Inc. • Agricultural chemicals • Delaware
Form of
Underwriting Agreement • January 25th, 2007 • Converted Organics Inc. • Agricultural chemicals • New York
SECURITY AGREEMENT
Security Agreement • January 29th, 2008 • Converted Organics Inc. • Agricultural chemicals • New York

SECURITY AGREEMENT, dated as of January 24, 2008 (this “Agreement”), between CONVERTED ORGANICS, INC., a Delaware corporation (the “Company), and the lenders identified on the signature page hereto (the “Lenders”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2008 • Converted Organics Inc. • Agricultural chemicals • New York

REGISTRATION RIGHTS AGREEMENT dated as of the 24 day of January, 2008 (this “Agreement”) by and between CONVERTED ORGANICS, INC., a Delaware corporation (the “Corporation”), and PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD., PROFESSIONAL TRADERS FUND, LLC and HIGH CAPITAL FUNDING, LLC (the “Investor”).

3,600,000 Shares FINJAN HOLDINGS, INC. (a Delaware corporation) Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 30th, 2017 • Finjan Holdings, Inc. • Patent owners & lessors • New York

Finjan Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with B. Riley & Co., LLC (the “Underwriter”), with respect to the sale by the Company and the purchase by the Underwriter of an aggregate of 3,600,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and up to an additional 540,000 shares of Common Stock to be purchased at the option of the underwriter (the “Option Shares” and, together with the Firm Shares, the “Shares”) . The Shares are described in the Prospectus (as defined below).

PURCHASE AND SALE OF BUSINESS AGREEMENT
Purchase and Sale of Business Agreement • December 13th, 2012 • Converted Organics Inc. • Agricultural chemicals • Rhode Island

THIS PURCHASE AND SALE OF BUSINESS AGREEMENT (the “Agreement”) made and entered into this 6th day of November, 2012 (the “Execution Date”),

Contract
Converted Organics Inc. • March 31st, 2010 • Agricultural chemicals • Massachusetts

THIS INSTRUMENT IS A LEASE, dated as of ___, 2009, in which the Landlord and the Tenant are the parties hereinafter named, and which relates to Units 39, 40, 139 and 140 (each, a “Unit” and collectively, the “Units”) of the Lewis Wharf Condominium (the “Condominium”), created under G.L. c. 183A. The parties to this instrument hereby agree with each other as follows:

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 29th, 2008 • Converted Organics Inc. • Agricultural chemicals • California

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 21, 2008 (“Effective Date”) is entered into by and between Converted Organics, Inc., a Delaware corporation (“Buyer”), and Waste Recovery Industries, LLC, a Delaware limited liability company (“Seller”). In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties agree to enter into this transaction based on the following recitals, terms and conditions:

Converted Organics Inc. 12,500,000 Units Common Stock Warrants Underwriting Agreement
Converted Organics Inc. • October 14th, 2009 • Agricultural chemicals • New York

Converted Organics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed on Schedule A hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 12,500,000 units (the “Units”) of the Company (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional 1,875,000 Units of the Company to cover over-allotments, if any (the “Option Securities”). The Company also proposes to sell to the Representative an option (the “Purchase Option”) for the purchase of 500,000 Units (the “Purchase Option Securities”) for an aggregate purchase price of $100. Each Unit consists of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one Class H warrant to purchase one share of Common Stock (a "Warrant”). The Common Stock and the Warrants included in the Units will begin trading separately immediately upon the closing of the offering.

EMPLOYMENT AGREEMENT
Employment Agreement • July 12th, 2013 • Finjan Holdings, Inc. • Agricultural chemicals • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 8th day of June 2013 (the Effective Date”), by and between Finjan Holdings, Inc. (together with its successors and assigns, the “Company”), a Delaware corporation; and Philip Hartstein (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2008 • Converted Organics Inc. • Agricultural chemicals • California

This Employment Agreement (this “Agreement”) dated January 24, 2008 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and between Converted Organics Inc., a Delaware corporation (the “Company”), and Peter Townsley, an individual (the “Executive”).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • September 14th, 2009 • Converted Organics Inc. • Agricultural chemicals • New York
SEVERANCE AGREEMENT
Severance Agreement • April 25th, 2011 • Converted Organics Inc. • Agricultural chemicals • Massachusetts

THIS SEVERANCE AGREEMENT (“Agreement”) by and between Converted Organics Inc, a Delaware corporation with principal executive offices located at 137A Lewis Wharf, Boston, MA 02110 (the “Company”), and David R. Allen (the “Executive”), is made as of April 20, 2011.

WITNESETH:
Agreement of Lease • June 21st, 2006 • Converted Organics Inc. • New Jersey
BETWEEN
Warrant Agreement • February 20th, 2007 • Converted Organics Inc. • Agricultural chemicals • Delaware
SECURITY AGREEMENT
Security Agreement • September 14th, 2009 • Converted Organics Inc. • Agricultural chemicals • New York

SECURITY AGREEMENT, dated as of September 14, 2009 (this “Agreement”), between CONVERTED ORGANICS OF WOODBRIDGE, LLC, a New Jersey limited liability company, and CONVERTED ORGANICS OF CALIFORNIA, LLC, a California limited liability company (each referred to herein as “Guarantor), and IROQUOIS MASTER FUND LTD. (the “Lender”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 17th, 2010 • Converted Organics Inc. • Agricultural chemicals • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2010, is by and among Converted Organics Inc., a Delaware corporation with headquarters located at 137A Lewis Wharf, Boston, Massachusetts 02110 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

WARRANT AGREEMENT
Warrant Agreement • October 21st, 2009 • Converted Organics Inc. • Agricultural chemicals • Massachusetts

This WARRANT AGREEMENT (this “Agreement”) is entered into as of this 20th day of October, 2009, among Converted Organics Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a national banking association doing business at 250 Royall Street, Canton, Massachusetts (in their capacity as Warrant Agent as provided herein, together, the “Warrant Agent,” or individually, “Computershare” and the “Trust Company,” respectively).

SECURITY AGREEMENT
Security Agreement • September 14th, 2009 • Converted Organics Inc. • Agricultural chemicals • New York

SECURITY AGREEMENT, dated as of September 14, 2009 (this “Agreement”), between CONVERTED ORGANICS, INC., a Delaware corporation (the “Company), and IROQUOIS MASTER FUND LTD. (the “Lender”).

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