EX-10.2






Converted Organics Inc.

137A Lewis Wharf

Boston, MA 02110




March 22, 2012



Hudson Bay Master Fund Ltd. (“Hudson Bay”)


c/o Hudson Bay Capital Management LP


777 Third Avenue, 30th Floor


New York, New York 10017




	 	 	 	Re: Securities Purchase Agreement (the “Purchase Agreement”), dated as of January
3, 2012, by and among by and among Converted Organics Inc. (the “Company”), Iroquois
Master Fund Ltd. and Iroquois Capital Opportunity Fund LP, as amended





Dear Mr. Roth:



All capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.



A. The parties hereto agree that the (i) April Note held by Hudson Bay and (ii) the Note
issued to Hudson Bay pursuant to the Purchase Agreement on March 13, 2012, are each hereby amended
by adding the following as Section 3(e) to each of them:



“(e) Conversion True-Up. If on a Conversion Date the quotient of (i) the
aggregate Conversion Amounts converted by the Holder on such Conversion Date divided by
(ii) 80% of the lowest Bid Price (as defined in the Warrants) of the Common Stock on
such Conversion Date (the result of such quotient is referred to herein as the “Bid
Price Shares”) is greater than the aggregate number of shares of Common Stock to be
delivered by the Company to the Holder in respect of such converted aggregate Conversion
Amounts, without giving effect to this provision (such number of shares to be so
delivered is referred to herein as the “Conversion Notice Shares”), then the Company
shall deliver to the Holder an additional number of shares of Common Stock equal to the
difference between (1) the Bid Price Shares minus (2) the Conversion Notice Shares, and
such additional number of shares of Common Stock shall be delivered by the Company to
the Holder no later than the third (3rd) Trading Day following such
Conversion Date in accordance with Section 3(c) hereof.”



B. Except as expressly set forth herein, (i) each of the Transaction Documents and each of the
obligations of the Company thereunder, and each of the rights of and benefits expressly granted to
Hudson Bay thereunder, is, and shall continue to be, in full force and effect and each is hereby
ratified and confirmed in all respects, except that from and after the date hereof, without
implication that the contrary would otherwise be true, (A) all references in the Note held by
Hudson Bay to “this Note,” “hereto,” “hereof,” “hereunder” or words of like import referring to
such Note shall mean such Note as amended by this letter agreement and (B) all references in the
Transaction Documents to “the Notes,” “thereto,” “thereof,” “thereunder” or words of like import
referring to the Note held by Hudson Bay shall mean such Note as amended by this letter agreement
and (ii) the execution, delivery and effectiveness of this letter agreement shall not operate as an
amendment or waiver of any right, power or remedy expressly granted to Hudson Bay under any of the
Transaction Documents, nor constitute an amendment or waiver of any provision of any of the
Transaction Documents and each of the Transaction Documents shall continue in full force and
effect, as amended or modified by this letter agreement.



C. This letter agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. In the event that any signature is delivered by
facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as
if such signature page were an original thereof.



D. The Company shall, on or before 8:30 a.m., New York time, on March 23, 2012, file a Current
Report on Form 8-K describing all the material terms of the transactions contemplated by this
letter agreement in the form required by the 1934 Act. From and after the filing of such 8-K, the
Company confirms that it will have disclosed all material, non-public information (if any)
regarding the Company and its Subsidiaries delivered to Hudson Bay by the Company or any of its
Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with this letter agreement.




[signature page follows]Sincerely,



/s/ Edward Gildea




	 	 	Edward J. Gildea,






CEO



Agreed to and accepted:



Hudson Bay Master Fund Ltd.



By: Hudson Bay Capital Management LP


Its: Investment Manager



	 	 	 
	By:

	 	/s/ Yoav Roth
	 

	 	 
	Name:

	 	Yoav Roth
	
 
	 	 
	Title:

	 	Authorized Signatory