0000950123-11-031790 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 1st, 2011 • Converted Organics Inc. • Agricultural chemicals • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2011, is by and among Converted Organics Inc., a Delaware corporation with headquarters located at 137A Lewis Wharf, Boston, Massachusetts 02110 (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(t) and the third sentence of Section 4(o), Iroquois Capital Opportunity Fund LP (“ICOP”).

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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”).

SECURITY AGREEMENT
Security Agreement • April 1st, 2011 • Converted Organics Inc. • Agricultural chemicals • New York

This SECURITY AGREEMENT (this “Agreement”), dated as of April [___], 2011, is made by and among the grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).

GUARANTY
Guaranty • April 1st, 2011 • Converted Organics Inc. • Agricultural chemicals • New York

This Guaranty (the “Guaranty”) is made this [____] day of April 2011, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of [_______________] (together with its successors, assigns, endorsees and transferees, “Buyer”).

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