EX-10.1






THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL
NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED
BELOW) TO ANYONE OTHER THAN (I)        (THE “INITIAL HOLDER”) OR ANY OTHER UNDERWRITER
OR SELECTED DEALER PARTICIPATING IN THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE
INITIAL HOLDER OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.



THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO OCTOBER 14, 2010, ASSUMING THE SECURITIES
UNDERLYING THIS PURCHASE OPTION ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT AND A CURRENT
PROSPECTUS IS AVAILABLE OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IS AVAILABLE (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED
HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M EASTERN TIME, OCTOBER 14, 2014.



UNIT PURCHASE OPTION

FOR THE PURCHASE OF

* UNITS

OF

CONVERTED ORGANICS INC.




1. Purchase Option.



THIS CERTIFIES THAT, in consideration of $ ** duly paid by or on behalf of      
(the “Initial Holder”), as registered owner of this Purchase Option (this “Purchase
Option”), to CONVERTED ORGANICS INC. (the “Company”), the Initial Holder is entitled,
at any time or from time to time commencing on October 14, 2010 (the “Commencement Date”),
and at or before 5:00 p.m., Eastern Time, on October 14, 2014 (the “Expiration Date”),
which is five years from the effective date (the “Effective Date”) of the registration
statement (the “Registration Statement”) pursuant to which the Units (as defined below) are
offered for sale to the public (the “Offering”), but not thereafter, to subscribe for,
purchase and receive, in whole or in part, up to * units (the “Units”) of the Company, each
Unit consisting of one share of common stock of the Company, par value $0.0001 per share (the
“Common Stock”), and one Class H warrant to purchase one share of Common Stock at an
exercise price of $1.30 (each, a “Warrant” and together, the “Warrants”) expiring
on October 14, 2014. Each Warrant is the same as the warrants included in the Units being
registered for sale to the public by way of the Registration Statement (the “Public
Warrants”). If the Expiration Date is not a Business Day (as defined below), then this
Purchase Option may be exercised on the next succeeding Business Day in accordance with the terms
herein. During the period ending on the Expiration Date, the Company agrees not to take any action
that would terminate the Purchase Option. This Purchase Option is initially exercisable at $1.749
per Unit so purchased; provided, however, that upon the occurrence of any of the events specified
in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per
Unit and the number of shares of Common Stock included in the Units (and shares of Common Stock
underlying the Warrants) to be received upon such exercise, shall be adjusted as therein specified.


     


* The aggregate number of units subject to the unit purchase options is 300,000
units.



** The aggregate purchase price for the unit purchase options is $100.



The term “Exercise Price” shall mean the initial exercise price or the adjusted
exercise price, depending on the context.



The term “Holder” shall mean, as of any date, the Initial Holder and/or any transferee who
acquires this Purchase Option (in whole or in part) in accordance with Section 3.1 hereof.



The term “Business Day” shall mean any day, except a Saturday, Sunday or legal holiday on
which the banking institutions in the State of New York are authorized or obligated by law or
executive order to close.



2. Exercise.



2.1 Exercise Form. In order to exercise this Purchase Option, the exercise form attached
hereto must be duly executed and completed and delivered to the Company, together with this
Purchase Option and payment of the Exercise Price for the Units being purchased (payable in cash or
by certified check or official bank check). If the subscription rights represented hereby shall not
be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Option
shall become null and void, without further force or effect, and all rights represented hereby
shall cease and expire.



2.2 Legend. Each certificate for the securities purchased under this Purchase Option shall
bear a legend as follows unless such securities are covered by an effective registration statement
under the Securities Act of 1933, as amended (the “Act”):



“The securities represented by this certificate have not been registered under the Securities Act
of 1933, as amended (“Act”), or applicable state law. The securities may not be offered for
sale, sold or otherwise transferred except pursuant to an effective registration statement under
the Act, or pursuant to an exemption from registration under the Act and applicable state law.”



2.3 Cashless Exercise.



2.3.1 Determination of Amount. In lieu of the payment of the Exercise Price multiplied by
the number of Units for which this Purchase Option is exercisable and in lieu of being entitled to
receive Units in the manner required by Section 2.1, the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units
(the “Conversion Right”) as follows: upon exercise of the Conversion Right, the Company
shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash)
that number of Units equal to the quotient obtained by dividing (x) the “Value” (as defined below)
of the portion of this Purchase Option being converted by (y) the “Current Market Price” (as
defined below) of the portion of the Purchase Option being converted. The “Value” of the
portion of this Purchase Option being converted shall equal the remainder derived from subtracting
(a) the product of (i) the Exercise Price multiplied by (ii) the number of Units underlying the
portion of this Purchase Option being converted from (b) the product of (i) Current Market Price of
a Unit multiplied by (ii) the number of Units underlying the portion of this Purchase Option being
converted. The “Current Market Price” of a Unit at any day shall mean (i) if the Units are listed
on a national securities exchange (including, without limitation, the NYSE Amex and the Nasdaq
Stock Market) or quoted on the OTC Bulletin Board (or any successor electronic inter-dealer
quotation system), the average closing price of a Unit for the thirty (30) trading days immediately
preceding the date of determination of the Current Market Price in the principal trading market for
the Units as reported by the exchange or the quotation system, as the case may be; (ii) if Units
are not listed on a national securities exchange or quoted on OTC Bulletin Board (or any successor
electronic inter-dealer quotation system), but is traded in the residual over-the-counter market,
the closing bid price for a Unit on the last trading day preceding the date in question for which
such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and
(iii) if the fair market value of the Units cannot be determined pursuant to clause (i) or (ii)
above, such price as the Board of Directors of the Company shall determine, in good faith.



2.3.2 Mechanics of Cashless Exercise. The Conversion Right described in this Section 2.3
may be exercised by the Holder on any Business Day on or after the Commencement Date and not later
than the Expiration Date by delivering this Purchase Option, with the duly executed exercise form
attached hereto and with the cashless exercise section completed, specifying the total number of
Units the Holder will purchase pursuant to such Conversion Right, to the Company.



2.4 No Obligation to Net Cash Settle. In no event will the Company be obligated to pay the
registered Holder of the Purchase Option any cash or otherwise “net cash settle” the Purchase
Option or the Warrants underlying the Purchase Option.



2.5 Warrant Exercise. Any Warrants underlying the Units shall be issued pursuant and
subject to the terms and conditions set forth in the Warrant Agreement, dated October 20, 2009,
among the Company, Computershare Inc. and Computershare Trust Company, N.A. (the “Warrant
Agreement”).



3. Transfer.



3.1 General Restrictions. The registered Holder of this Purchase Option, by its acceptance
hereof, agrees that, in accordance with the Financial Industry Regulatory Authority Inc. (FINRA)
Rule 5110(g)(1), it will not sell, transfer, assign, pledge or hypothecate this Purchase Option (in
whole or in part) or any interest herein for a period of one year following the Effective Date to
anyone other than (i) the Initial Holder or an underwriter or a selected dealer participating in
the Offering or (ii) a bona fide officer or partner of the Initial Holder or of any such
underwriter or selected dealer (each, a “Permitted Transferee”). On and after the first
anniversary of the Effective Date, this Purchase Option may be sold, transferred, assigned,
pledged, hypothecated or otherwise disposed of, in whole or in part, subject to compliance with
applicable securities laws. In order to make any permitted assignment, the Holder must deliver to
the Company the assignment form attached hereto duly executed and completed, together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. The
Company shall, within five (5) Business Days following receipt thereof, transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase Option or Purchase
Options of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the
aggregate number of Units purchasable hereunder or such portion of such number as shall be
contemplated by any such assignment.



3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall
not be transferred unless and until (a) the Company has received a written opinion of counsel for
the Holder that the securities may be transferred pursuant to an exemption from registration under
the Act and applicable state securities laws, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agrees that the opinion of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. shall be deemed satisfactory evidence of the availability of
an exemption) or (b) a new registration statement or a post-effective amendment to the Registration
Statement relating to such securities has been filed by the Company and declared effective by the
Securities and Exchange Commission (the “Commission”), a current prospectus is available
and compliance with applicable state securities laws has been established.



4. New Purchase Options to be Issued.



4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this
Purchase Option may be exercised or assigned in whole or in part. In the event of the exercise or
assignment hereof in part only, upon surrender of this Purchase Option for cancellation, together
with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price
(except to the extent the Holder elects to exercise this Purchase Option by means of a cashless
exercise as provided by Section 2.3 above) and/or transfer tax, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option
in the name of the Holder evidencing the right of the Holder to purchase the number of Units
purchasable hereunder as to which this Purchase Option has not been exercised or assigned. In
addition, the Company shall cause to be delivered to any Permitted Transferee without charge a new
Purchase Option of like tenor to this Purchase Option in the name of such transferee evidencing the
right of such transferee to purchase the number of Units purchasable hereunder as to which this
Purchase Option has been transferred to such transferee.



4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of
such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on
the part of the Company.



5. Registration Rights.



5.1 General. As used in this Section 5, the term “Registrable Securities” means the
securities underlying this Purchase Option, including the Units, the shares of Common Stock and
Warrants issued as part of the Units and the shares of Common Stock underlying the Warrants;
provided, that, any such securities shall cease to be Registrable Securities when: (a) a
registration statement with respect to the sale of such securities shall have become effective
under the Act and such securities shall have been sold, transferred, disposed of or exchanged in
accordance with such registration statement; (b) such securities shall have been transferred
pursuant to Rule 144 of the Act (or any similar rule or regulation then in force), new certificates
for them not bearing a legend restricting further transfer shall have been delivered by the Company
and they may be publicly resold without volume or method of sale restrictions without registration
under the Securities Act; (c) such securities may be sold under Rule 144 by the Holder without
volume limitation restrictions; or (d) such securities shall have ceased to be outstanding. A
“majority” of the Registrable Securities shall be calculated by assuming that any outstanding
Purchase Options are exercised for Units in accordance with the terms of such Purchase Options and
that any Warrants are exercised for shares of Common Stock in accordance with the terms of such
Warrants.



5.2 Demand Registration.



5.2.1 Grant of Right. At any one time (and not more than one time) during the five-year
period following the Effective Date, the Holders of at least 51% of the Registrable Securities
(“Majority Holders”) may make a written demand for registration under the Act of all or
part of their Registrable Securities (a “Demand Registration”). Any request for a Demand
Registration (a “Demand Request”) shall specify the number and type of Registrable
Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will
notify all Holders of Registrable Securities of the demand, and any Holder of Registrable
Securities who wishes to include all or a portion of such Holder’s Registrable Securities in the
Demand Registration shall so notify the Company within fifteen (15) Business Days following
delivery of the notice from the Company (such Holders who timely deliver notice together with the
Majority Holders, the “Demanding Holders”). The Company will then use its reasonable best
efforts (a) to prepare and file within sixty (60) days a new registration statement or a
post-effective amendment to the Registration Statement covering the resale of the Registrable
Securities which the Demanding Holders have requested to be registered and (b) to cause such
registration statement to be declared effective as soon as possible thereafter, subject to Section
5.2.4.



5.2.2 Terms. With respect to any offerings under this Section 5.2 other than offerings made
pursuant to Section 5.2.4, the Company shall bear all fees and expenses attendant to registering
the Registrable Securities, including the reasonable fees and expenses of one legal counsel
selected by the Majority Holders to represent them in connection with the sale of the Registrable
Securities, except that the Company shall not be required to pay any underwriting commissions
(which commissions, if any, shall be borne by the Demanding Holders participating in the
registration). The Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such States as are reasonably requested by the Majority Holder(s);
provided, however, that in no event shall the Company be required to register the Registrable
Securities in a state in which such registration would cause (a) the Company to be obligated to
qualify to do business in such state or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (b) the principal stockholders of the Company to
be obligated to escrow their shares of capital stock of the Company. The Company shall use its
reasonable best efforts to cause any registration statement or post-effective amendment filed
pursuant to the demand rights granted under Section 5.2.1 to remain effective for a period of
twelve (12) consecutive months from the effective date of such registration statement or
post-effective amendment, plus any period during which disposition of securities thereunder is
interfered with by any stop order or injunction of the Commission or any governmental agency or
court.



5.2.3 Effective Registration. A registration will not count as a Demand Registration until
the registration statement filed with the Commission with respect to such Demand Registration has
been declared effective and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such registration statement has
been declared effective, the offering of Registrable Securities pursuant to a Demand Registration
is interfered with by any stop order or injunction of the Commission or any other governmental
agency or court, the registration statement with respect to such Demand Registration will be deemed
not to have been declared effective unless and until (i) such stop order or injunction is removed,
rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders
thereafter elect to continue the offering.



5.2.4 Underwritten Offerings. If a majority-in-interest (based on the number of Registrable
Securities being registered (assuming any securities exercisable for shares of Common Stock are so
exercised)) of the Demanding Holders so elect and such holders so advise the Company in writing as
part of the Demand Request, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In such event, the right of any
Holder of Registrable Securities to include its Registrable Securities in such registration shall
be conditioned upon such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding
Holders proposing to distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters selected for such
underwriting by the majority-in-interest of the Demanding Holders. If the managing underwriter or
underwriters for a Demand Registration that is to be an underwritten offering advises the Company
and the Demanding Holders in writing that the dollar amount or number of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other securities which the
Company desires to sell and all other securities, if any, as to which registration has been
requested pursuant to written contractual piggy-back registration rights held by other stockholders
of the Company, exceeds the maximum dollar amount or maximum number of securities that can be sold
in such offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or
maximum number of securities, as applicable, the “Maximum Number of Securities”), then the
Company shall include in such registration: (i) first, Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (allocated pro rata in accordance with the
number of shares or other securities that each such Person has requested be included in such
registration, regardless of the number of shares held by each such Person (such proportion is
referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of
Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (i), securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities have not been reached under the foregoing clauses (i) and (ii), securities for
the account of other persons that the Company is obligated to register pursuant to written
contractual piggy-back registration rights with such persons and that can be sold without exceeding
the Maximum Number of Securities.



5.2.5 Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the
terms of any underwriting or are not entitled to include all of their Registrable Securities in any
offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the underwriter or underwriters of their
request to withdraw prior to the effectiveness of the registration statement filed with the
Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then the Company
shall cease all efforts to secure such registration, and such registration shall not count as a
Demand Registration provided for in Section 5.2.



5.2.6 Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60)
days from the date of receipt of a Demand Request, the filing of any registration statement under
this Section 5.2, if (a) at any time prior to the filing of such registration statement the
Company’s Board of Directors determines, in its good faith business judgment, that such
registration and offering would materially and adversely affect any financing, acquisition,
corporate reorganization, or other material transaction involving the Company, and (b) the Company
delivers to the Demanding Holders written notice thereof within five (5) business days from the
date of receipt of a Demand Request; provided, that the Company may not exercise this postponement
right more than once during any 12-month period.



5.3 “Piggy-Back” Registration.



5.3.1 Grant of Right. If at any time during the first seven years following the Effective
Date the Company proposes to file a registration statement under the Act with respect to an
offering of equity securities, or securities exercisable or exchangeable for, or convertible into,
equity securities, by the Company for its own account or for securityholders of the Company for
their accounts (or by the Company and by securityholders of the Company including, without
limitation, pursuant to Section 5.2.1), other than (A) a registration of securities relating solely
to an offering and sale to employees or directors of the Company pursuant to any employee stock
plan or other employee benefit plan arrangement, (B) a registration on Form S-4 or S-8 or any
successor form to such forms, (C) an exchange offer or offering of securities solely to the
Company’s existing stockholders, (D) an offering of debt that is convertible into equity
securities, (E) a dividend reinvestment plan, or (F) solely in connection with a merger,
consolidation or non-capital raising bona fide business transaction, then the Company shall (i)
give written notice of such proposed filing to the holders of Registrable Securities as soon as
practicable but in no event less than ten (10) days before the anticipated filing date, which
notice shall describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution and the name of the proposed managing underwriter or
underwriters, if any, of the offering, and (ii) offer to the holders of Registrable Securities in
such notice the opportunity to register the sale of such number of shares of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such Registrable Securities to be
included in such registration and shall use its reasonable best efforts to cause the managing
underwriter or underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration to be included on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an underwriter or underwriters shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such Piggy-Back
Registration.



5.3.2 Terms. The Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the reasonable fees and expenses of any legal counsel selected by
a majority-in-interest of the Holders requesting inclusion of securities pursuant to Section 5.3 to
represent them in connection with the sale of the Registrable Securities, but the Holders shall pay
any and all underwriting commissions. The Company agrees to use its reasonable best efforts to
qualify or register the Registrable Securities in such states as are reasonably requested by the
majority-in-interest of the Holder(s); provided, however, that in no event shall the Company be
required to register the Registrable Securities in a state in which such registration would cause
(a) the Company to be obligated to qualify to do business in such state, or would subject the
Company to taxation as a foreign corporation doing business in such jurisdiction or (b) the
principal stockholders of the Company to be obligated to escrow their shares of capital stock of
the Company. The Company shall use its commercially reasonable efforts to cause any registration
statement or post-effective amendment filed pursuant to the “piggy-back” rights granted under
Section 5.3 to remain effective for a period of nine (9) consecutive months from the effective date
of such registration statement or post-effective amendment.



5.3.3 Underwritten Offerings. If the managing underwriter or underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the holders of
Registrable Securities in writing that the dollar amount or number of securities which the Company
desires to sell, taken together with the securities, if any, as to which registration has been
demanded pursuant to written contractual arrangements with persons other than the holders of
Registrable Securities and the Registrable Securities as to which registration has been requested
under Section 5.3, exceeds the Maximum Number of Securities, then the Company shall include in any
such registration:



(a) If the registration is undertaken for the Company’s account: (A) first, securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (B)
second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), Registrable Securities, as to which registration has been requested pursuant
to the applicable written contractual piggy-back registration rights of such securityholders, Pro
Rata, that can be sold without exceeding the Maximum Number of Securities; and (C) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A)
and (B), securities for the account of other persons that the Company is obligated to register
pursuant to written contractual piggy-back registration rights with such persons and that can be
sold without exceeding the Maximum Number of Securities; and



(b) If the registration is a “demand” registration undertaken at the demand of persons other than
either the holders of Registrable Securities, (A) first, securities for the account of the
demanding persons that can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), Registrable Securities, as to which registration
has been requested pursuant to the applicable written contractual piggy-back registration rights of
such securityholders, Pro Rata, that can be sold without exceeding the Maximum Number of
Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A), (B) and (C), securities for the account of other persons
that the Company is obligated to register pursuant to written contractual piggy-back registration
rights with such persons and that can be sold without exceeding the Maximum Number of Securities.



5.3.4 Maintenance of Priority. Until such time as the Company has registered the
Registrable Securities, so long as there are Registrable Securities hereunder, the Company shall
not grant to any person piggy-back rights superior to the rights of the Holders of Registrable
Securities hereunder.



5.3.5 Withdrawal. Any Holder of Registrable Securities may elect to withdraw such Holder’s
request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written
notice to the Company of such request to withdraw at least five (5) Business Days prior to the
effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall
pay all expenses incurred in connection with the withdrawn registration statement in accordance
with Section 5.3.2 above.



5.4 General Terms.



5.4.1 Indemnification. The Company shall indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement hereunder and each person, if any, who
controls any such Holder within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), against any loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against litigation, commenced or
threatened, or any claim whatsoever whether arising out of any action between the underwriter and
the Company or between the underwriter and any third party or otherwise) to which any of them may
become subject under the Act, the Exchange Act or otherwise, based upon such registration
statement, but only to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the Initial Holder contained in Section 7 of the Underwriting
Agreement (the “Underwriting Agreement”) among the Company and the Initial Holder, as
representative of the Holders participating in the Offering, dated the Effective Date, pursuant to
which the Company has agreed to indemnify the Initial Holder. The Holder(s) of the Registrable
Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, its officers and directors and each
person, if any, who controls the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against any loss, claim, damage, expense or liability (including all
reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or
defending against litigation, commenced or threatened, or any claim whatsoever) to which they may
become subject under the Act, the Exchange Act or otherwise, arising from information furnished by
or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in
such registration statement to the same extent and with the same effect as the provisions contained
in Section 7 of the Underwriting Agreement, pursuant to which the underwriters have agreed to
indemnify the Company.



5.4.2 Exercise of Purchase Options. Nothing contained in this Purchase Option shall be
construed as requiring the Holder(s) to exercise this Purchase Option or Warrants underlying this
Purchase Option prior to or after the initial filing of any registration statement or the
effectiveness thereof.



5.4.3 Documents Delivered to Holders. In case of an underwritten offering which includes
Registrable Securities pursuant to the terms hereof, the Company shall furnish, or cause to be
furnished, to the Initial Holder, as representative of the Holders participating in the offering,
(i) an opinion of counsel substantially in the form furnished to the underwriter or underwriters
and (ii) a comfort letter from the Company’s independent public accountants substantially in the
form furnished to the underwriter or underwriters; provided, that, comfort letters are at the time
being customarily furnished by independent public accountants to selling securityholders in similar
circumstances. The Company shall deliver promptly to the Initial Holder, as representative of the
Holders participating in the offering, copies of all correspondence between the Commission, on the
one hand, and the Company, its counsel and/or auditors, on the other hand, and permit the Initial
Holder, as representative of the Holders participating in the offering, to do such investigation,
upon reasonable advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with applicable securities laws
or rules of the Financial Industry Regulatory Authority. Such investigation shall include access to
books, records and properties and opportunities to discuss the business of the Company with its
officers and independent auditors, all to such reasonable extent and at such reasonable times and
as often as the Initial Holder, as representative of the Holders participating in the offering,
shall reasonably request. The Company shall not be required to disclose any confidential
information or other records to the Initial Holder, as representative of the Holders participating
in the offering, or to any other person, until and unless such persons shall have entered into
reasonable confidentiality agreements (in form and substance reasonably satisfactory to the
Company) with the Company with respect thereto.



5.4.4 Underwriting Agreement. If an underwritten offering is requested pursuant to Section
5.2.4, the Company shall enter into an underwriting agreement with the managing underwriter(s), if
any, selected by any Holders pursuant to Section 5.2.4 or Section 5.3.3, which managing underwriter
shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in
form and substance to the Company, each participating Holder and such managing underwriter(s), and
shall contain such representations, warranties and covenants by the Company and such other terms as
are customarily contained in agreements of that type used by the managing underwriter. The
participating Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and shall agree to such covenants and indemnification and
contribution obligations of selling stockholders as are customarily contained in agreements of that
type used by the managing underwriter. Further, such Holders shall execute appropriate custody
agreements and otherwise cooperate fully in the preparation of the registration statement and other
documents relating to any offering in which they include Registrable Securities pursuant to this
Section 5. Each Holder shall also furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of such securities as
shall be reasonably required to effect the registration of the Registrable Securities.



5.4.5 Obligation to Suspend Distribution. The Holder agrees, that upon receipt of any
notice from the Company of the happening of any event as a result of which the prospectus included
in any registration statement covering Registrable Securities, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then
existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant
to the Registration Statement covering such Registrable Securities until such Holder’s receipt of
the copies of a supplemental or amended prospectus, and, if so desired by the Company, such Holder
shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company
a certificate of such destruction) all copies, other than permanent file copies then in such
Holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt
of such notice.



6. Adjustments.



6.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the
number of securities underlying the Purchase Option shall be subject to adjustment from time to
time as hereinafter set forth:



6.1.1 Stock Dividends — Split-Ups. If after the date hereof, and subject to the provisions
of Section 6.3 below, the number of outstanding shares of Common Stock is increased by a stock
dividend payable in Common Stock or by a split-up of Common Stock or other similar event, then, on
the effective date thereof, the number of shares of Common Stock included in each of the Units
purchasable hereunder shall be increased in proportion to such increase in outstanding shares. In
such case, the number of shares of Common Stock, and the exercise price applicable thereto,
underlying the Warrants included in each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants. For example, if the Company declares a two-for-one stock
dividend and, at the time of such dividend, this Purchase Option entitles the holder to purchase
one Unit at a price of $1.749, upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Unit at $1.749 per Unit, each Unit entitling the Holder
to receive two shares of Common Stock and two Warrants (each Warrant exercisable for $0.65 per
share).



6.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 6.3, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of Common Stock or other similar event, then, on the effective date
thereof, the number of shares of Common Stock included in each of the Units purchasable hereunder
shall be decreased in proportion to such decrease in outstanding shares. In such case, the number
of shares of Common Stock, and the exercise price applicable thereto, underlying the Warrants
included in each of the Units purchasable hereunder shall be adjusted in accordance with the terms
of the Warrants.



6.1.3 Replacement of Securities upon Reorganization, etc. In the case of any
reclassification or reorganization of the outstanding Common Stock other than a change covered by
Section 6.1.1 or 6.1.2 hereof or one that solely affects the par value of such Common Stock, or in
the case of any merger or consolidation of the Company with or into another corporation other than
a consolidation or merger in which the Company is the continuing corporation and which does not
result in any reclassification or reorganization of the outstanding Common Stock, or in the case of
any sale or conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the
Holder of this Purchase Option shall have the right thereafter (until the expiration of the right
of exercise of this Purchase Option) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
by a holder of the number of shares of Common Stock of the Company obtainable upon exercise of this
Purchase Option and the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by Section 6.1.1 or
6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3.
The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.



6.1.4 Changes in Form of Purchase Option. This form of Purchase Option need not be changed
because of any change pursuant to this Section, and Purchase Options issued after such change may
state the same Exercise Price and the same number of Units as are stated in the Purchase Options
initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new
Purchase Options reflecting a required or permissive change shall not be deemed to waive any rights
to an adjustment occurring after the Commencement Date or the computation thereof.



6.1.5 Adjustments of Warrants. To the extent the exercise price of the Warrants are changed
pursuant to Section 10 of the Warrant Agreement, either due to the anti-dilution provisions thereof
or otherwise, the exercise price of the Warrants underlying this Purchase Option shall be
proportionately changed. To the extent the duration of the Warrants is extended pursuant to the
Warrant Agreement or otherwise, the duration of the Warrants underlying this Purchase Option shall
be extended on identical terms.



6.2 Substitute Purchase Option. In the case of any consolidation of the Company with, or
merger of the Company with, or merger of the Company into, another corporation (other than a
consolidation or merger which does not result in any reclassification or change of the outstanding
Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then
outstanding or to be outstanding shall have the right thereafter (until the stated expiration of
such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of
shares of stock and other securities and property receivable upon such consolidation or merger, by
a holder of the number of shares of Common Stock of the Company for which such Purchase Option
might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such
supplemental Purchase Option shall provide for adjustments which shall be identical to the
adjustments provided in this Section 6. The above provision of this Section 6 shall similarly apply
to successive consolidations or mergers. In the event of a merger or consolidation as described in
this Section, the Warrants underlying the Units shall be adjusted in accordance with and as set
forth in Section 12 of the Warrant Agreement.



6.3 Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock or Warrants upon the exercise of this
Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up or down to the nearest whole number of Warrants, shares or other
securities, properties or rights.



6.4 Limitations on Monetary Damages. In no event shall the registered Holder of this
Purchase Option be entitled to receive any monetary damages if the securities underlying this
Purchase Option have not been registered by the Company pursuant to an effective registration
statement or a current prospectus is not available, provided the Company has fulfilled its
obligation to use reasonable best efforts to effect such registration and to make such prospectus
available.



7. Reservation and Listing. The Company shall at all times reserve and keep available out
of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this
Purchase Option or the Warrants underlying this Purchase Option, such number of shares or other
securities, properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of this Purchase Option and payment of the Exercise Price
therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non-assessable. The Company further covenants and agrees that
upon exercise of the Warrants underlying this Purchase Option and payment of the Warrant exercise
price therefor, all shares of Common Stock and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable. As long as this Purchase Option shall be
outstanding, the Company shall use its reasonable best efforts to cause all (a) Units issuable upon
exercise of this Purchase Option, (b) shares of Common Stock issuable upon exercise of this
Purchase Option, (c) Warrants issuable upon exercise of this Purchase Option, and (d) shares of
Common Stock issuable upon exercise of the Warrants included in the Units issuable upon exercise of
this Purchase Option to be listed (subject to official notice of issuance) on all securities
exchanges on which the Units, the shares of Common Stock or the Public Warrants issued in
connection with the Offering may then be listed and/or quoted.



8. Certain Notice Requirements.



8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon
the Holder the right to vote or consent as a stockholder for the election of directors or any other
matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any
time prior to the expiration of this Purchase Option and its exercise, any of the events described
in Section 8.2 below shall occur, then, in one or more of said events, the Company shall give
written notice of such event at least fifteen (15) days prior to the date fixed as a record date or
the date of closing the transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other
stockholders of the Company at the same time and in the same manner that such notice is given to
the stockholders.



8.2 Events Requiring Notice. The Company shall be required to give the notice described in
Section 8.1 upon the following events: (a) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor, (b) the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend or distribution payable other than in cash, or a
cash dividend or distribution payable other than out of retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company, or (c) the
dissolution, liquidation or winding up of the Company (other than in connection with a
consolidation or merger) or a sale of all or substantially all of its property, assets and business
shall be proposed.



8.3 Notice of Change in Number of Securities. The Company shall, promptly after an event
requiring an adjustment in the number of shares of Common Stock underlying this Purchase Option or
the Warrants, send notice to the Holders of such event and change (“Change Notice”). The
Change Notice shall describe the event causing the change and the method of calculating the change
and shall be certified as being true and accurate by the Company’s Chief Executive Officer,
President or Chief Financial Officer.



8.4 Transmittal of Notices. All notices, requests, consents and other communications under
this Purchase Option shall be in writing and shall be deemed to have been duly made when hand
delivered, sent by facsimile (with confirmation of both transmission and receipt thereof and an
additional copy sent by overnight delivery service), or mailed by express mail or private courier
service: (a) if to the registered Holder of the Purchase Option, to the address of such Holder as
shown on the books of the Company, or (b) if to the Company, to the following address or to such
other address as the Company may designate by notice to the Holders:



	 
	Converted Organics Inc.

7A Commercial Wharf West

Boston, MA 02110

Attn: Edward J. Gildea

Fax: (617) 624-0333







9. Miscellaneous.



9.1 Amendments. The Company and the Initial Holder may from time to time supplement or
amend this Purchase Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder that the Company and the Initial Holder may deem necessary or
desirable and that the Company and the Initial Holder deem shall not adversely affect the interest
of the Holders. All other modifications or amendments to this Purchase Option shall require the
written consent of and be signed by the Holder hereof.



9.2 Headings. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of the
terms or provisions of this Purchase Option.



9.3 Entire Agreement. This Purchase Option (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase Option) constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the
subject matter hereof.



9.4 Binding Effect. This Purchase Option shall inure solely to the benefit of and shall be
binding upon, the Holder and the Company and their respective successors, legal representatives and
permitted assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.



9.5 Governing Law; Submission to Jurisdiction. This Purchase Option shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against
it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in
the courts of the State of New York or of the United States of America for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or
claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be
entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor.



9.6 Waiver, etc. The failure of the Company, the Initial Holder or any Holder to at any
time enforce any of the provisions of this Purchase Option shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this Purchase Option or any
provision hereof or the right of the Company, the Initial Holder or any Holder to thereafter
enforce each and every provision of this Purchase Option. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of
such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be
construed or deemed to be a waiver of any other or subsequent breach, non-compliance or
non-fulfillment.



9.7 Execution in Counterparts. This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto.



9.8 Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this
Purchase Option, the Holder agrees that, at any time prior to the complete exercise of this
Purchase Option by the Holder, if the Company and the Initial Holder enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Options
will be exchanged for securities or cash or a combination of both, then the Holder shall agree to
such exchange and become a party to the Exchange Agreement.



[Remainder of this page left intentionally blank. Signature pages to follow.]






1






IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized
officer as of the 20th day of October, 2009.



CONVERTED ORGANICS INC.



By:      

Name:

Title:




Form to be used to exercise Purchase Option:




Converted Organics Inc.


7A Commercial Wharf West


Boston, MA 02110



Date:              , 20      



The undersigned hereby irrevocably elects to exercise all or a portion of the within Purchase
Option and to purchase Units of CONVERTED ORGANICS INC. and hereby makes payment of $       
(at the rate of $    per Unit) in payment of the Exercise Price pursuant thereto. Please
issue the Common Stock and Warrants as to which this Purchase Option is exercised in accordance
with the instructions given below.



or




The undersigned hereby irrevocably elects to convert its right to purchase Units purchasable
under the within Purchase Option by surrender of the unexercised portion of the attached Purchase
Option (with a value of $     ). Please issue the securities comprising the Units as to which this
Purchase Option is exercised in accordance with the instructions given below.



      



Signature



      



Signature Guaranteed



INSTRUCTIONS FOR REGISTRATION OF SECURITIES




Name— (Print in Block Letters)



Address—



NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.



2



Form to be used to assign Purchase Option:




Converted Organics Inc.


7A Commercial Wharf West


Boston, MA 02110



ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Option):




FOR VALUE RECEIVED, does hereby sell, assign and transfer unto the right to purchase Units of
CONVERTED ORGANICS INC. (“Company”) evidenced by the within Purchase Option and does hereby
authorize the Company to transfer such right on the books of the Company.


Date:              , 20      



      



Signature



      



Signature Guaranteed



NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.



4728493v.7




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