EXHIBIT 10.5


 


AMENDMENT
TO FINANCING AGREEMENT


 


This AMENDMENT TO FINANCING AGREEMENT
(this “Amendment”) is dated as of November ___, 2015 by and among Abtech Holdings, Inc. (the “Company”)
and the persons or entities set forth on Exhibit A hereto (the “Participants”), all of which are parties to that certain
Financing Agreement dated October 19, 2015 (the “Agreement”) by and among the Company and the Participants.


 


WHEREAS, the Company and the Participants
have executed the Agreement and desire that the Offering described in the Agreement be allowed to proceed to closing despite the
fact that, two individuals intended to be parties to the Agreement, F. Daniel Gabel and William Smith (the “Excluded Parties”),
have not yet signed the Agreement; and


 


WHEREAS, the debt to be converted
by Participants that have executed the Financing Agreement totals approximately $10,770,594 and the debt held by the Excluded
Parties totals approximately $1,233,298; and


 


WHEREAS, the Company and the participants
are willing to proceed with the transaction contemplated by the Agreement with or without the participation of the Excluded Parties
and acknowledge that they may not execute the Agreement; and


 


WHEREAS, the Company and the Participants
desire to specify the terms under which the Agreement may proceed to closing without the participation of the Excluded Parties;


 


NOW, THEREFORE, in consideration
of the premises and of the mutual covenants, representations and agreements herein contained, the Company and the Participants
agree as follows:


 


		1.	The Agreement is hereby amended
to exclude the participation by the Excluded Parties, provided that the following conditions are met prior to the Stage Two Closing:



 


		a.	The $3.5 million of debt to
be converted prior to the Stage One Closing shall have been converted to Company common stock with such conversion not being conditioned
upon the ultimate completion of the Offering or the Agreement;



 


		b.	The Company shall have received
executed Securities Purchase Agreements from Participants in the Offering aggregating not less than the Minimum Offering Amount
of $2.5 million;



 


		c.	The Written Consent of Stockholders
described in Section 2.1(c) of the Agreement, which authorized the Company to increase the number of authorized shares of common
stock from 300 million shares to 800 million shares, shall have been approved by a majority of the Company’s stockholders
and the Information Statement described in Section 2.1(b) of the Agreement shall have been filed with the Securities and Exchange
Commission.



 


		2.	The Closing Share Price for
the Offering as described in Section 2.1(a) of the Agreement shall be $0.035.



 


		3.	The Conversion Terms described
in Section 1.1 of the Agreement shall be amended to provide that the Company may offer debt conversion terms to Debt Holders at
not less than $0.03 per share.



 


		4.	The following parties shall
be added as Purchasers in the Agreement and Exhibits A and Schedule 2.1(a)(ii) shall be amended accordingly: Christopher Davis
and Harry Mittelman Revocable Living Trust.



 


		5.	Schedule 2.3(a) and 2.3(b)
shall be amended to include additional prefunding by the following Purchasers:



 




    1 


     


    

 


	Name of Purchaser	 	Amount	 	 	Warrants	 
	 	 	 	 	 	 	 
	Donald R. Kendall	 	$	50,000.00	 	 	 	50,000	 
	 	 	 	 	 	 	 	 	 
	Harry Mittelman Revocable Living Trust	 	$	100,000.00	 	 	 	100,000	 
	 	 	 	 	 	 	 	 	 
	Christopher Davis	 	$	50,000.00	 	 	 	50,000	 



 


		6.	The Company shall not use
the proceeds of the Offering to repay the debt held by the Excluded Parties except to the extent that the aggregate proceeds of
the Offering exceed $4 million.



 


		7.	The parties hereby waive any
provisions of Sections 2.2, 6.1, or 6.2 of the Agreement requiring a deliverable or other item to be accomplished prior to the
Stage One Closing or Stage Two Closing, which, as a result of this Amendment, is determined by the Company in its reasonable discretion,
to no longer be necessary.



 


		8.	All other terms and provisions
of the Agreement shall remain unchanged.



 


		9.	This Amendment may be executed
in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one
and the same instrument. Signed counterparts of this Amendment may be delivered by facsimile and by scanned .pdf image.



 


		10.	This Amendment is governed
by the laws of Nevada. The state or federal courts located within Maricopa County in the State of Arizona shall have exclusive
jurisdiction over any and all disputes between the parties arising out of or relating to this Amendment.



 


All terms used in this Amendment
that are not defined herein shall have the meanings specified for such terms in the Agreement.


 


IN WITNESS WHEREOF, the Participants
and the Company have caused this Amendment to be duly executed as of the date first above written.


 


[Signature
pages to follow]


 




    2 


     


    

 


	COMPANY	 
	Abtech Holdings, Inc.	 
	 	 	 
	By:	/s/ Glenn R. Rink	 
	Name:	Glenn R. Rink	 
	Title:	President, C.E.O.	 
	 	 	 
	GOLDEN PROPERTIES LTD	 
	 	 	 
	By:	/s/Alex Lau	 
	Name:	Alex Lau	 
	Title:	Vice President	 
	 	 	 
	HUGO NEU CORPORATION	 
	 	 	 
	By:	/s/Wendy Neu	 
	Name:	Wendy Neu	 
	Title:	C.E.O.	 
	 	 	 
	ALEXANDER MOULDOVAN	 
	 	 
	/s/ Alexander Mouldovan	 
	 	 
	DONALD R. KENDALL, JR.	 
	 	 
	/s/ Donal R. Kendall, Jr.	 


 


HARRY MITTELMAN AND BRENDA MITTELMAN
LIVING TRUST


 


	By:	/s/ Harry Mittelman	 	By: 	/s/ Brenda Mittelman
	 	Name: Harry Mittelman Name:	 	Brenda Mittelman
	 	Title: Trustee	 	Title: Trustee


 


	HARRY MITTELMAN REVOCABLE LIVING TRUST	 
	 	 	 
	By:	/s/ Harry Mittelman	 
	 	Name: Harry Mittelman	 
	 	Title: Trustee	 
	 	 	 
	STEVEN W. KOHLHAGEN IRA	 
	 	 	 
	By:	/s/ Steven W. Kohlhagen	 
	Name:	Steven W. Kohlhagen	 
	 	 	 
	UPEN BHARWADA	 
	 	 
	/s/ Upen Bharwada	 
	 	 
	CHRISTOPHER DAVIS	 
	 	 
	/s/ Christopher Davis	 


 




    3 


     


    

 


EXHIBIT
A TO AMENDMENT TO FINANCING AGREEMENT


 


List of Participants:


 


GOLDEN PROPERTIES LTD


HUGO NEU CORPORATION


ALEXANDER MOULDOVAN


DONALD R. KENDALL, JR


HARRY MITTELMAN AND BRENDA MITTELMAN
LIVING TRUST


HARRY MITTELMAN REVOCABLE LIVING
TRUST


STEVEN W. KOHLHAGEN IRA


UPEN BHARWADA


CHRISTOPHER DAVIS


 




    4