EX-10.3






WARRANT AGREEMENT




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).



WHEREAS, the Trust Company is presently the transfer agent and Registrar for the Company
common stock (hereinafter referred to from time to time in such capacity as the “Transfer Agent”);
and



WHEREAS, the Company desires that the Trust Company act as Warrant Agent in connection with
the exercise of the Warrants (defined below) and that Computershare act as Warrant Agent and
dividend disbursing agent, and Computershare and the Trust Company have indicated their willingness
to do so.



WHEREAS, the Company, at or about the time that it is entering into this Agreement, proposes
to issue and sell to public investors up to 17,250,000 Units (defined below). The Company also
proposes to sell to Chardan Capital Markets, LLC, as representative of the underwriters, an option
for the purchase of 300,000 Units (defined below) for an aggregate purchase price of $100. Each
“Unit” consists of one share of common stock, $0.0001 par value per share, of the Company (the
“Common Stock”) and one Class H Warrant (each, a “Warrant,” and together, the “Warrants”). Each
Warrant is exercisable to purchase one share of Common Stock upon the terms and conditions and
subject to adjustment in certain circumstances, as set forth in this Agreement.



WHEREAS, the Company wishes to retain the Warrant Agent to act on behalf of the Company, and
the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and
replacement of the certificates, substantially in the form attached as Exhibit 1 hereto, evidencing
the Warrants to be issued under this Agreement (the “Warrant Certificates”) and the exercise of the
Warrants.



WHEREAS, the Company and the Warrant Agent wish to enter into this Agreement to set forth the
terms and conditions of the Warrants and the rights of the holders thereof (“Warrantholders”) and
to set forth the respective rights and obligations of the Company and the Warrant Agent. Each
Warrantholder is an intended beneficiary of this Agreement with respect to the rights of
Warrantholders herein.



NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:



Section 1. Certain Definitions. For purposes of this Agreement, the following terms
have the meanings indicated:



(a) “Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).



(b) “Business Day” means any day other than a Saturday, Sunday or a day on which the New York
Stock Exchange is authorized or obligated by law or executive order to close.



(c) “Close of Business” on any given date means 5:00 p.m., New York City time, on such date;
provided, however, that if such date is not a Business Day it means 5:00 p.m., New
York City time, on the next succeeding Business Day.



(d) “Exercise Price” means the Initial Exercise Price as adjusted from time to time pursuant
to Section 10 hereof.



(e) “Initial Exercise Price” means $1.30 per share of Common Stock.



(f) “Person” means an individual, corporation, association, partnership, limited liability
company, joint venture, trust, unincorporated organization, government or political subdivision
thereof or governmental agency or other entity.



(g) “Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1
hereto representing such number of Warrants as is indicated on the face thereof.



Section 2. Appointment of Warrant Agent. The Company hereby appoints the Warrant
Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the
Warrant Agent hereby accepts such appointment. The Company may from time to time appoint such
Co-Warrant Agents as it may, in its sole discretion, deem necessary or desirable. The Warrant
Agent shall be indemnified and held harmless by the Company against the acts or omissions of any
such Co-Warrant Agent.



Section 3. Form of Warrant Certificates. The Warrant Certificates (together with the
form of election to purchase Common Stock and the form of assignment to be printed on the reverse
thereof) shall be substantially in the form of Exhibit 1 hereto and may have such marks of
identification or designation and such legends, summaries or endorsements printed thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of this Agreement or
as may be required to comply with any law or with any rule or regulation made pursuant thereto, or
to conform to usage.



Section 4. Countersignature and Registration. The Warrant Certificates shall be
executed on behalf of the Company by its Chairman, its President or a Vice President, either
manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile
thereof which shall be attested to by the Secretary or an Assistant Secretary of the Company,
either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the
Warrant Agent either manually or by facsimile signature, and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have signed any of the
Warrant Certificates ceases to be such an officer of the Company before countersignature by the
Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless,
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as
though the person who signed such Warrant Certificate had not ceased to be such an officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at
the actual date of the execution of such Warrant Certificate, shall be a proper officer of the
Company to sign such Warrant Certificate, although at the date of the execution of this Warrant
Agreement any such person was not such an officer.The Warrant Agent will keep or cause to be kept,
at one of its offices in Canton, Massachusetts, or at the office of one of its agents, books for
registration and transfer of the Warrant Certificates issued hereunder. Such books shall show the
names and addresses of the respective holders of the Warrant Certificates, the number of warrants
evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant
Certificate.



The Warrant Agent will create a special account for the issuance of shares of Common Stock to
holders who have not yet surrendered their Warrant certificates. When any such Warrant
certificates are surrendered, the Warrant Agent will convert them for stock certificates
representing common stock of the Company. The Company shall provide an opinion of counsel prior to
the conversion date to set up a reserve of shares of Common Stock. The opinion shall state that
all such shares are:



(1) registered under the Securities Act of 1933, as amended, and all appropriate state
securities law filings have been made with respect to the shares; and



(2) validly issued, fully paid and non-assessable.



Section 5. Transfer, Split Up, Combination and Exchange of Warrant Certificates;
Mutilated, Destroyed, Lost or Stolen Warrant Certificates. Subject to the provisions of
Section 13 hereof and subject to applicable law, rules or regulations, restrictions on
transferability that may appear on Warrant Certificates in accordance with the terms hereof or any
“stop transfer” instructions the Company may give to the Warrant Agent at any time after the Close
of Business on the date hereof, at or prior to the Close of Business on the Expiration Date (as
such term is hereinafter defined), any Warrant Certificate or Warrant Certificates may be
transferred, split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates, entitling the registered holder to purchase a like number of shares of Common Stock
as the Warrant Certificate or Warrant Certificates surrendered then entitled such holder to
purchase. Any registered holder desiring to transfer, split up, combine or exchange any Warrant
Certificate shall make such request in writing delivered to the Warrant Agent, and shall surrender
the Warrant Certificate or Warrant Certificates to be transferred, split up, combined or exchanged
at the principal office of the Warrant Agent. Thereupon the Warrant Agent shall countersign and
deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case
may be, as so requested. Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security in customary form and amount which
shall include a corporate bond of indemnity satisfactory to the Warrant Agent, and reimbursement to
the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender
to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company will
make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the
registered holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.



Section 6. Exercise of Warrants; Exercise Price; Expiration Date.



(a) The Warrants shall be exercisable commencing sixty (60) days after their date of issuance.
The Warrants shall cease to be exercisable and shall terminate and become void, and all rights
thereunder and under this Agreement shall cease, at or prior to the Close of Business on October
14, 2014 (the “Expiration Date”). Subject to the foregoing and to Section 6(b) below, the
registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby in whole
or in part upon surrender of the Warrant Certificate, with the form of election to purchase on the
reverse thereof duly executed, to the Warrant Agent at the principal office of the Warrant Agent in
Canton, Massachusetts or to the office of one of its agents as may be designated by the Warrant
Agent from time to time, together with payment of the Exercise Price, which may be made, at the
option of the holder in cash in United States dollars or by certified or official bank check to the
principal office of the Warrant Agent where the Warrant Certificate is being surrendered. No
payment or adjustment shall be made on account of any distributions or dividends on the Common
Stock issued upon exercise of a Warrant.



(b) Upon receipt of a Warrant Certificate at or prior to the Close of Business on the
Expiration Date, with the form of election to purchase duly executed, accompanied by payment of the
Exercise Price for the shares to be purchased and an amount equal to any applicable tax or
governmental charge referred to in Section 5 in cash, or by certified check or bank draft payable
to the order of the Company, the Warrant Agent shall thereupon promptly (i) requisition from any
transfer agent of the Common Stock certificates for the number of whole shares of Common Stock to
be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all
such requests and (ii) after receipt of such certificates, cause the same to be delivered to or
upon the order of the registered holder of such Warrant Certificate, registered in such name or
names as may be designated by such holder. Upon receipt by the Company of a Warrant Certificate at
the principal office of the Warrant Agent, with the form of election to purchase duly executed, and
payment of the applicable Exercise Price as required hereby, the holder of such Warrant Certificate
shall be deemed to be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that
certificates representing such shares of Common Stock shall not then be actually delivered to the
holder of such Warrant Certificate.



(c) In case the registered holder of any Warrant Certificate shall exercise fewer than all
Warrants evidenced thereby, a new Warrant Certificate evidencing the number of Warrants equivalent
to the number of Warrants remaining unexercised shall be issued by the Warrant Agent to the
registered holder of such Warrant Certificate or to his duly authorized assigns, subject to the
provisions of Sections 5, 6(b) and Section 13 hereof.



(d) The Company acknowledges that the bank accounts maintained by Computershare in connection
with the services provided under this Agreement will be in Computershare’s name and that
Computershare may receive investment earnings in connection with the investment at Computershare’s
risk and for its benefit of funds held in those accounts from time to time.  The Company will not
receive interest on any deposits or Exercise Price payment.



Section 7. Cancellation and Destruction of Warrant Certificates. All Warrant
Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange
shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for
cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it,
and no Warrant Certificates shall be issued in lieu thereof except as expressly permitted by any of
the provisions of this Warrant Agreement. The Company shall deliver to the Warrant Agent for
cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant
Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The
Warrant Agent shall deliver all canceled Warrant Certificates to the Company, or shall, at the
written request of the Company, destroy such canceled Warrant Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or
regulation requiring the Warrant Agent to retain such cancelled certificates.



Section 8. Certain Representations; Reservation and Availability of Shares of Common Stock
or Cash.



(a) The Company makes the following representations, warranties, and covenants to the Warrant
Agent:



(b) This Agreement has been duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid
and legally binding obligation of the Company enforceable against the Company in accordance with
its terms, and the Warrants have been duly authorized, executed and issued by the Company and,
assuming due authentication thereof by the Warrant Agent pursuant hereto, constitute valid and
legally binding obligations of the Company enforceable against the Company in accordance with their
terms and entitled to the benefits hereof; in each case except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally or by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



(c) As of the date hereof, the authorized capital stock of the Company consists of (i)
75,000,000 shares of Common Stock, of which 20,494,208 shares of Common Stock are issued and
outstanding, 17,550,000 shares of Common Stock are reserved for issuance upon exercise of the
Warrants and (ii) 10,000,000 shares of preferred stock, $0.0001 par value per share, of which no
shares are outstanding.



(d) The Company covenants and agrees that it will cause to be reserved and kept available out
of its authorized and unissued shares of Common Stock free from preemptive rights, the number of
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants.



(e) The Company covenants and agrees that it will take all such actions as may be necessary to
insure that all shares of Common Stock delivered upon exercise of Warrants shall, at the time of
delivery of the certificates for such shares (subject to payment of the Exercise Price as
contemplated by Section 6, be duly authorized, validly issued, fully paid and non-assessable.



(f) The Company further covenants and agrees that it will pay when due and payable any and all
federal and state transfer taxes and charges which may be payable in respect of the original
issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon
exercise of the Warrants. The Company shall not, however, be required to pay any tax or
governmental charge which may be payable in respect of any transfer involved in the transfer or
delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a
name other than that of the registered holder of the Warrant Certificate evidencing Warrants
surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the
exercise of any Warrants until any such tax or governmental charge shall have been paid (any such
tax or governmental charge being payable by the holder of such Warrant Certificate at the time of
surrender) or until it has been established to the Company’s reasonable satisfaction that no such
tax or governmental charge is due. The Warrant Agent will be advised by the Company when it has
been reasonably satisfied with regards to such charge.



Section 9. Common Stock Record Date. Each person in whose name any certificate for
shares of Common Stock is issued upon the exercise of Warrants shall for all purposes be deemed to
have become the holder of record for the Common Stock represented thereby on, and such certificate
shall be dated, the date upon which the Warrant Certificate evidencing such Warrants was duly
surrendered and payment of the Exercise Price (and any applicable transfer taxes) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the Common Stock transfer books of the Company are closed, such person shall be deemed to
have become the record holder of such shares on, and such certificate shall be dated, the next
succeeding day on which the Common Stock transfer books of the Company are open.



Section 10. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of
the Company Warrants.



(a) The Exercise Price, the number of shares covered by each Warrant and the number of
Warrants outstanding are subject to adjustment from time to time as provided in this Section 10.
In the event the Company shall at any time after the date of this Agreement (i) declare a dividend
on shares of Common Stock payable in shares of any class of capital stock of the Company,
(ii) subdivide the outstanding shares of Common Stock into a greater number of shares of Common
Stock, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, or
(iv) issue any shares of capital stock in a reclassification of shares of the Common Stock
(including any such reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the Exercise Price in effect at the time of the record date
for such dividend or distribution or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of capital stock issuable on such date, shall
be proportionately adjusted so that the holder of any Warrant exercised after such time shall be
entitled to receive the aggregate number and kind of shares of capital stock which, if such Warrant
had been exercised immediately prior to such date and at a time when the Common Stock transfer
books of the Company were open, such holder would have owned upon such exercise and been entitled
to receive by virtue of such dividend, subdivision, combination or reclassification.



(b) Notwithstanding the foregoing paragraph (a), no adjustment in the Exercise Price pursuant
to such paragraph shall be required unless such adjustment would require an increase or decrease of
at least 1% in such price; provided, however, that any adjustments which by reason of this Section
10(b) are not required to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 10 shall be made to the nearest cent or the
nearest hundredth of a share, as the case may be.



(c) In the event that at any time, as a result of an adjustment made pursuant to Section
10(a), the holder of any Warrant exercised shall become entitled to receive any shares of capital
stock of the Company other than shares of Common Stock, thereafter the number of such other shares
so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with respect to the
shares contained in Section 10(a), and the provisions of Sections 6, 8, 9 and 12 with respect to
the shares of Common Stock shall apply on like terms to any such other shares.



(d) All Warrants originally issued by the Company subsequent to any adjustment made to the
Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the
number of shares of Common Stock purchasable from time to time hereunder upon exercise of the
Warrants, all subject to further adjustment as provided herein.



(e) The Company may elect on or after the date of any adjustment of the Exercise Price to
adjust the number of Warrants, in substitution for any adjustment in the number of shares of Common
Stock purchasable upon the exercise of a Warrant. Each of the Warrants outstanding after such
adjustment of the number of Warrants shall be exercisable for one share of Common Stock. Each
Warrant held of record prior to such adjustment of the number of Warrants shall become that number
of Warrants (calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect
prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the
Exercise Price. The Company shall instruct the Warrant Agent to notify each of the record holders
of Warrants of its election to adjust the number of Warrants, indicating the record date for the
adjustment, and, if known at the time, the amount of adjustment to be made. Such record date may
be the date on which the Exercise Price is adjusted or any day thereafter, but shall be at least 10
days later than the date of the public announcement. Upon each adjustment of the number of
Warrants pursuant to this Section 10(e), the Company shall instruct the Warrant Agent to
distribute, as promptly as practicable, to holders of record of Warrant Certificates on such record
date Warrant Certificates evidencing, subject to Section 13, the additional Warrants to which such
holders shall be entitled as a result of such adjustment, or, at the option of the Company,
instruct the Warrant Agent to distribute to such holders of record in substitution and replacement
for the Warrant Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Warrant Certificates evidencing all the Warrants
to which such holders shall be entitled after such adjustment. Warrant Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided for herein (and may
bear, at the option of the Company, the adjusted Exercise Price) and shall be registered in the
names of the holders of record of Warrant Certificates on the record date specified in the public
announcement.



(f) Irrespective of any adjustment or change in the Exercise Price or the number of shares of
Common Stock issuable upon the exercise of the Warrants, the Warrant Certificates theretofore and
thereafter issued may continue to express the Exercise Price per share and the number of shares
which were expressed upon the initial Warrant Certificates issued hereunder.



(g) The Company agrees that it will not, by amendment of its Certificate of Incorporation or
through reorganization, consolidation, merger, dissolution or sale of assets, or by any other
voluntary act, avoid or seek to avoid the observance or performance of any of the covenants,
stipulations or conditions to be observed or performed hereunder by the Company.



(h) In any case in which this Section 10 shall require that an adjustment in the Exercise
Price be made effective as of a record date for a specified event, if any holder of a Warrant
exercises such Warrant after such record date, the Company may elect to defer, until the occurrence
of such event, the issuance of the shares of Common Stock and other capital stock of the Company in
excess of the shares of Common Stock and other capital stock of the Company, if any, issuable upon
such exercise on the basis of the Exercise Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due bill or
other appropriate instrument evidencing such holder’s right to receive such additional shares
and/or other capital securities upon the occurrence of the event requiring such adjustment.



Section 11. Certification of Adjusted Exercise Price or Number of Shares of Common
Stock. Whenever the Exercise Price or the number of shares of Common Stock issuable upon the
exercise of each Warrant is adjusted as provided in Section 10 or 12, the Company shall
(a) promptly prepare a certificate setting forth the Exercise Price and number of shares of Common
Stock issuable upon exercise of each Warrant as so adjusted, and a brief statement of the facts
accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer
agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to mail a
brief summary thereof to each holder of a Warrant Certificate.



Section 12. Reclassification, Consolidation, Purchase, Combination, Sale or
Conveyance.



(a) In case any of the following shall occur while any Warrants are outstanding: (i) any
reclassification or change of the outstanding shares of Common Stock (other than a change in par
value, or from par value to no par value, or as covered by Section 10(a)), or (ii) any
consolidation, merger or combination of the Company with or into another corporation as a result of
which holders of Common Stock shall be entitled to receive stock, other securities or cash with
respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the property or
assets of the Company as, or substantially as, an entirety to any other entity as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or cash with respect
to or in exchange for such Common Stock, then the Company, or such successor corporation or
transferee, as the case may be, shall make appropriate provision by amendment of this Agreement or
by the successor corporation or transferee executing with the Warrant Agent an agreement so that
the holders of the Warrants then outstanding shall have the right at any time thereafter, upon
exercise of such Warrants (in lieu of the number of shares of Common Stock theretofore deliverable)
to receive the kind and amount of securities and cash receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance as would be received by a holder of
the number of shares of Common Stock issuable upon exercise of such Warrant immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance.If the holders of the
Common Stock may elect from choices the kind or amount of securities and cash receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance, then for the
purpose of this Section 12 the kind and amount of securities and cash receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance shall be deemed to
be the choice specified by the holder of the Warrant, which specification shall be made by the
holder of the Warrant by the later of (A) 20 calendar days after the holder of the Warrant is
provided with a final version of all information required by law or regulation to be furnished to
holders of Common Stock concerning such choice, or if no such information is required, 20 calendar
days after the Company notified the holder of the Warrant of all material facts concerning such
specification and (B) the last time at which holders of Common Stock are permitted to make their
specification known to the Company. If the holder of the Warrant fails to make any specification,
the holder’s choice shall be deemed to be whatever choice is made by a plurality of holders of
Common Stock not affiliated with the Company or any other party to the reclassification, change,
consolidation, merger, combination, sale or conveyance. Such adjusted Warrants shall provide for
adjustments which, for events subsequent to the effective date of such new Warrants, shall be as
nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this
Section 12. The above provisions of this Section 12 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and conveyances of the
kind described above.



(b) The Company shall instruct the Warrant Agent to mail by first class mail, postage prepaid,
to each registered holder of a Warrant, written notice of the execution of any such amendment,
supplement or agreement. Any supplemented or amended agreement entered into by the successor
corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may
be practicable to the adjustments provided for in Section 10 and this Section 12. The Warrant
Agent shall be under no responsibility to determine the correctness of any provisions contained in
such agreement relating either to the kind or amount of securities or other property receivable
upon exercise of warrants or with respect to the method employed and provided therein for any
adjustments and shall be entitled to rely upon the provisions contained in any such agreement. The
provisions of this Section 12 shall similarly apply to successive reclassifications, changes,
consolidations, mergers, sales and conveyances of the kind described above.



Section 13. Fractional Shares of Common Stock.



(a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which
evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be
issued or distributed, the actual issuance or distribution shall reflect a rounding of such
fraction to the nearest whole Warrant (up or down), with fractions of half of a Warrant or less
being rounded down and fractions in excess of a half of a Warrant being rounded up.



(b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants
or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any
fraction of a share of Common Stock would otherwise be required to be issued or distributed, the
actual issuance or distribution made shall reflect a rounding of such fraction to the nearest whole
share (up or down), with fractions of half of a share or less being rounded down and fractions in
excess of half of a share being rounded up.



Section 14. Warrant Certificate Holder Not Deemed a Shareholder. No holder, as such,
of any Warrant Certificate shall be entitled to vote, receive dividends or distributions on, or be
deemed for any purpose the holder of Common Stock or any other securities of the Company which may
at any time be issuable on the exercise of the Warrants represented thereby, nor shall anything
contained herein or in any Warrant Certificate be construed to confer upon the holder of any
Warrant Certificate, as such, any of the rights of a shareholder of the Company or any right to
vote for the election of directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders, or to receive dividends or distributions or subscription
rights, or otherwise, until the Warrant or Warrants evidenced by such Warrant Certificate shall
have been exercised in accordance with the provisions hereof.



Section 15. Concerning the Warrant Agent.



(a) The Company agrees to pay to the Warrant Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration.



(b) The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless
against any costs, expenses (including reasonable fees of its legal counsel), losses or damages,
which may be paid, incurred or suffered by or to which it may become subject, arising from or out
of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent
pursuant hereto; provided, that such covenant and agreement does not extend to, and the
Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages
incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence,
bad faith, or willful misconduct.



(c) Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the
commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim
in respect thereof is to be made against the Company, notify the Company thereof in writing. The
Company shall be entitled to participate at its own expense in the defense of any such claim or
proceeding, and, if it so elects at any time after receipt of such notice, it may assume the
defense of any suit brought to enforce any such claim or of any other legal action or proceeding.



(d) The Warrant Agent shall be responsible for and shall indemnify and hold the Company
harmless from and against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to
comply with the terms of this Agreement, or which arise out of Warrant Agent’s gross negligence,
bad faith or willful misconduct or which arise out of the breach of any representation or warranty
of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification
under this Agreement; provided, however, that Warrant Agent’s aggregate liability
during any term of this Agreement with respect to, arising from, or arising in connection with
this Agreement, or from all services provided or omitted to be provided under this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts
paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including
reimbursable expenses.



(e) Promptly after the receipt by the Company of notice of any demand or claim or the
commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in
respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in
writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of
any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may
assume the defense of any suit brought to enforce any such claim or of any other legal action or
proceeding. For the purposes of this Section 15, the term “expense or loss” means any amount paid
or payable to satisfy any claim, demand, action, suit or proceeding settled with the express
written consent of the Company, and all reasonable costs and expenses, including, but not limited
to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending
against any such claim, demand, action, suit, proceeding or investigation.



(f) Neither party to this Agreement shall be liable to the other party for any consequential,
indirect, special or incidental damages under any provision of this Agreement or for any
consequential, indirect, penal, special or incidental damages arising out of any act or failure to
act hereunder even if that party has been advised of or has foreseen the possibility of such
damages.



Section 16. Purchase or Consolidation or Change of Name of Warrant Agent.



(a) Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation
succeeding to the corporate trust business of the Warrant Agent or any successor Warrant Agent,
shall be the successor to the Warrant Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Warrant Agent under the provisions of
Section 18. In case at the time such successor Warrant Agent shall succeed to the agency created
by this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered,
any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent
and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant
Certificates shall not have been countersigned, any successor Warrant Agent may countersign such
Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the
successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.



(b) In case at any time the name of the Warrant Agent shall be changed and at such time any of
the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may
adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed
name; and in all such cases such Warrant Certificates shall have the full force provided in the
Warrant Certificates and in this Agreement.



Section 17. Duties of Warrant Agent. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Warrant Certificate, by their acceptance thereof, shall be bound:



(a) The Warrant Agent may consult with legal counsel (who may be legal counsel for the
Company), and the opinion of such counsel shall be full and complete authorization and protection
to the Warrant Agent as to any action taken or omitted by it in good faith and in accordance with
such opinion.



(b) Whenever in the performance of its duties under this Agreement the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Chairman, President or any Vice President of the Company
and by the Treasurer or any Assistant Treasurer or the Secretary of the Company and delivered to
the Warrant Agent; and such certificate shall be full authentication to the Warrant Agent for any
action taken or suffered in good faith by it under the provisions of this Agreement in reliance
upon such certificate.



(c) The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith
or willful misconduct, pursuant to Section 16 above.



(d) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or
recitals contained in this Agreement or in the Warrant Certificates (except its countersignature
thereof) or be required to verify the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.



(e) The Warrant Agent shall not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant
Agent) or in respect of the validity or execution of any Warrant Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be
responsible for the adjustment of the Exercise Price or the making of any change in the number of
shares of Common Stock required under the provisions of Sections 10 or 12 or responsible for the
manner, method or amount of any such change or the ascertaining of the existence of facts that
would require any such adjustment or change (except with respect to the exercise of Warrants
evidenced by Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor
shall it by any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement
or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be duly
authorized, validly issued, fully paid and non-assessable.



(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Warrant Agent for the carrying out or performing by
the Warrant Agent of the provisions of this Agreement.



(g) The Warrant Agent is hereby authorized to accept instructions with respect to the
performance of its duties hereunder from the Chairman or the President or any Vice President or the
Secretary of the Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable and shall be indemnified and held harmless for any
action taken or suffered to be taken by it in good faith in accordance with instructions of any
such officer, provided the Warrant Agent carries out such instructions without gross negligence,
bad faith or willful misconduct.



(h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent
may buy, sell or deal in any of the Warrants or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be interested, or contract with
or lend money to the Company or otherwise act as fully and freely as though it were not Warrant
Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.



(i) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself or by or through its attorney or agents, and the
Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of
any such attorney or agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection and continued
employment thereof.



Section 18. Change of Warrant Agent. The Warrant Agent may resign and be discharged
from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to
each transfer agent of the Common Stock by registered or certified mail, and to the holders of the
Warrant Certificates by first-class mail. The Company may remove the Warrant Agent or any
successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor
Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or
certified mail, and to the holders of the Warrant Certificates by first-class mail. If the Warrant
Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment
within a period of 30 days after such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of a
Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by
the Company), then the registered holder of any Warrant Certificate may apply to any court of
competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent,
whether appointed by the Company or by such a court, shall be a corporation organized and doing
business under the laws of the United States or of a state thereof, in good standing, which is
authorized under such laws to exercise corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the time of its appointment as Warrant
Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor
Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant
Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock,
and mail a notice thereof in writing to the registered holders of the Warrant Certificates.
However, failure to give any notice provided for in this Section 18, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.



Section 19. Issuance of New Warrant Certificates. Notwithstanding any of the
provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option,
issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Exercise Price per share and the number or
kind or class of shares of stock or other securities or property purchasable under the several
Warrant Certificates made in accordance with the provisions of this Agreement.



Section 20. Notices. Notices or demands authorized by this Agreement to be given or
made (i) by the Warrant Agent or by the holder of any Warrant Certificate to or on the Company,
(ii) subject to the provisions of Section 18, by the Company or by the holder of any Warrant
Certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the holder
of any Warrant Certificate, shall be deemed given (x) on the date delivered, if delivered
personally or if delivered by facsimile transmission with confirmation of facsimile delivery and
receipt by the intended recipient, and a copy of the notice sent by mail, (y) on the first Business
Day following the deposit thereof with Federal Express or another recognized overnight courier, if
sent by Federal Express or another recognized overnight courier, and (z) on the fourth Business Day
following the mailing thereof with postage prepaid, if mailed by registered or certified mail
(return receipt requested), in each case to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):(a) If to the Company, to:




Converted Organics Inc.




7A Commercial Wharf West




Boston MA 02110




Attention: President




Fax: (617) 624-0333



(b) If to the Warrant Agent, to:




Computershare Trust Company, N.A.


250 Royall Street


Canton, Massachusetts 02021


Attention: Client Administration


Fax: (781) 575-2549



(c) If to the holder of any Warrant Certificate, to the address of such holder as shown on the
registry books of the Company. Any notice required to be delivered by the Company to the
registered holder of any Warrant may be given by the Warrant Agent on behalf of the Company.



Section 21. Supplements and Amendments.(a)



(a) The Company and the Warrant Agent may from time to time supplement or amend this Agreement
without the approval of any holders of Warrant Certificates in order to cure any ambiguity, to
correct or supplement any provision contained herein which may be defective or inconsistent with
any other provisions herein, or to make any other provisions with regard to matters or questions
arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which
shall not adversely affect the interests of the holders of Warrant Certificates.



(b) In addition to the foregoing, with the consent of holders of the Warrants entitled, upon
exercise thereof, to receive not less than a majority of the shares of Common Stock issuable
thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Warrant
Agreement or modifying in any manner the rights of the holders of the Warrant Certificates;
provided, however, that no modification of the terms (including but not limited to
the adjustments described in Section 10) upon which the Warrants are exercisable or reducing the
percentage required for consent to modification of this Agreement may be made without the consent
of the holder of each outstanding Warrant Certificate affected thereby.



Section 22. Successors. All covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.



Section 23. Benefits of this Agreement. Nothing in this Agreement shall be construed
to give any Person other than the Company or the Warrant Agent any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company and the Warrant Agent.



Section 24. Governing Law. This Agreement and each Warrant Certificate issued
hereunder shall be governed by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts without giving effect to the conflicts of law principles thereof.



Section 25. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.Section 26.
Captions. The captions of the sections of this Agreement have been inserted for
convenience only and shall not control or affect the meaning or construction of any of the
provisions hereof.



Section 27. Information. The Company agrees to promptly provide the registered
holders of the Warrants the information it is required to provide to the holders of the Common
Stock.



Section 28. Force Majeure. Notwithstanding anything to the contrary contained herein,
Warrant Agent shall not be liable for any delays or failures in performance resulting from acts
beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage
of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failures or mechanical difficulties with information storage or retrieval
systems, labor difficulties, war, or civil unrest.



[Signature Page Follows]






1






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.




CONVERTED ORGANICS INC.




	 	 	 	By:






Name:


Title:




COMPUTERSHARE INC., AND COMPUTERSHARE TRUST COMPANY,
N.A., for both entities,




	 	 	 	By:






Name:


Title:



Warrant Agreement




Dated as of October 20, 2009




among




Converted Organics Inc.,




Computershare Inc.,




and




Computershare Trust Company, N.A.,




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