exv4w1






Exhibit 4.1




VOID AFTER 5 P.M. EASTERN STANDARD TIME ON OCTOBER 14, 2014




CLASS H WARRANTS TO PURCHASE COMMON STOCK




			
	   	 	 
	 	 	 
	WH —                     
	 	                     Warrants






CONVERTED ORGANICS INC.




INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




CUSIP 21254S131




THIS CERTIFIES THAT
                    
                    
                    
                    
                    
                    
                    
or its registered assigns, is the
registered holder of the number of Class H Warrants (“Warrants”) set forth above. Each Warrant
entitles the holder thereof to purchase from Converted Organics Inc., a corporation incorporated
under the laws of the State of Delaware (the “Company”), subject to the terms and conditions set
forth hereinafter and in the Warrant Agreement, hereinafter more fully described (the “Warrant
Agreement”), at any time on or after December 14 , 2009 and before the close of business on October
14, 2014 (“Expiration Date”), one fully paid and non-assessable share of Common Stock of the
Company (“Common Stock”) upon presentation and surrender of this Warrant Certificate, with the
instructions for the registration and delivery of Common Stock filled in, at the stock transfer
office in Canton, Massachusetts, of Computershare, Inc., Warrant Agent of the Company (“Warrant
Agent”), or of its successor warrant agent or, if there be no successor warrant agent, at the
corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant
Agreement) and any applicable taxes paid either in cash, or by certified or official bank check,
payable in lawful money of the United States of America to the order of the Company. Each Warrant
initially entitles the holder to purchase one share of Common Stock for $1.30. The number and kind
of securities or other property for which the Warrants are exercisable are subject to adjustment in
certain events, such as mergers, splits, stock dividends and the like, to prevent dilution. All
Warrants not theretofore exercised will expire on the Expiration Date.



This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant
Agreement, dated as of October 20, 2009, between the Company and the Warrant Agent, to all of which
terms, provisions and conditions the registered holder of this Warrant Certificate consents by
acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof
and reference is made to the Warrant Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the
Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock
transfer office of the Warrant Agent or may be obtained upon written request addressed to the
Company at Converted Organics Inc., 7A Commercial Wharf West, Boston, Massachusetts 02110,
Attention: Corporate Secretary.



The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant
Certificate to issue fractions of Warrants, Common Stock or other securities, but shall round such
fraction as provided in the Warrant Agreement.



In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the
securities laws of the United States, certain states thereof or other jurisdictions. The Company
will use all commercially reasonable efforts to cause a registration statement to continue to be
effective during the term of the Warrants with respect to such sales under the Securities Act of
1933, and to take such action under the laws of various states as may be required to cause the sale
of securities upon exercise to be lawful. However, the Company will not be required to honor the
exercise of Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale
of securities upon such exercise would be unlawful.



This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent,
any successor warrant agent or, in the absence of any successor warrant agent, at the corporate
offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing
in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so
surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the
holder hereof shall be entitled to



 









 







receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of
Warrants not so exercised.



No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be
deemed the holder of Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the
Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold
consent to any corporate action (whether upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any merger, recapitalization, issuance of stock,
reclassification of stock, change of par value or change of stock to no par value, consolidation,
conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders
(except as provided in the Warrant Agreement) or to receive dividends or subscription rights or
otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and
the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in
the Warrant Agreement.



If this Warrant Certificate shall be surrendered for exercise within any period during which the
transfer books for the Company’s Common Stock or other class of stock purchasable upon the exercise
of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall
not be required to make delivery of certificates for shares purchasable upon such transfer until
the date of the reopening of said transfer books.



Every holder of this Warrant Certificate by accepting the same consents and agrees with the
Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:



(a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon
the terms and conditions set forth in the Warrant Agreement, and           



(b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant
Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership
or other writing thereon made by anyone other than the Company or the Warrant Agent) for all
purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. The Company shall not be required to issue or deliver any certificate for shares
of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant
Certificate until any tax which may be payable in respect thereof by the holder of this Warrant
Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by the
holder of this Warrant Certificate at the time of surrender.



This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been
countersigned by the Warrant Agent.



For value received,

                    
                    hereby sell, assign and transfer unto [PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
                    
                     (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE, OF ASSIGNEE)
                    
                     Shares of the capital stock represented
by the within Certificate, and do hereby irrevocably constitute and appoint
                    
                     Attorney to
transfer the said stock on the books of the within-named Corporation with full power of
substitution in the premises.



Dated:

                    
                   
                    
                    
                    
                    
                    
                    20
                    




Signature: 
                    
                    
                    
                    
                    
                    
                    
                    
                    
        




Signature: 
                    
                    
                    
                    
                    
                    
                    
                    
                    
        



 









 





Notice: The signature to this assignment must correspond with the name as written upon the face of
the certificate, in every particular, without alteration or enlargement, or any change whatever.



Signature(s) Guaranteed: Medallion Guarantee Stamp




THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.