AMENDED (THE "SECURITIES ACT"), AND ARE OFFERED FOR SALE IN RELIANCE UPON AN
EXEMPTION PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT OR THE SECURITIES LAWS
OF THE STATES RELATING TO TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING. BECAUSE
THE SECURITIES OFFERED BY THIS MEMORANDUM ARE NOT REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE, PURCHASERS MAY NOT SELL,
TRANSFER OR DISPOSE OF SUCH SECURITIES UNLESS THEY ARE REGISTERED, OR
REGISTRATION IS NOT REQUIRED, UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW.
NO MARKET EXISTS FOR THE RESALE OF THE SECURITIES OFFERED BY THIS MEMORANDUM.
THE SECURITES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. THESE AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS AGREEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITES ARE BEING OFFERED ONLY TO PERSONS WHOM THE COMPANY BELIEVES HAVE
THE QUALIFICATIONS NECESSARY TO PERMIT THE SECURITES TO BE OFFERED AND SOLD IN
RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT, STATE SECURITIES LAWS
AND RULES AND REGULATIONS THEREUNDER.
42
ABTECH HOLDINGS, Inc.
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (the "Agreement") is dated as of ___________,
2015, (the "Effective Date") by and between Abtech Holdings, Inc., a Nevada
corporation (the "Company"), and ____________________________, (the "Investor").
A.
The Company is offering to certain sophisticated accredited
investors, including the Investor, the opportunity to purchase shares of the
Company's common stock at $0.035 per share up to an aggregate amount of
$5,000,000 in a private offering (the "Offering"); and
B.
The Investor desires to participate in the Offering pursuant to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.Security Purchase.
a.
Subject to the terms and conditions set forth herein, the Company
shall sell to Investor, and Investor shall purchase from the Company, 1,428,572
shares of common stock (the "Securities") for an aggregate purchase amount of
________________ Dollars $_________ (the "Purchase Price").
b.
Upon payment of the Purchase Price by wire transfer pursuant to the
wire instructions set forth on Schedule 1(b), the Company agrees to issue (or
have issued) to the Investor share certificates for the Securities.
c.
This Agreement together with the Exhibits constitutes the
"Transaction Documents".
d.
Investor's commitment in this Agreement is based solely upon the
information provided in the Transaction Documents, a review of the Company's
public filings, and upon the Investor's own investigation as to the merits and
risks of this transaction.
2.
Investor Representations, Warranties and Agreements. The Investor
hereby acknowledges, represents and warrants as follows (with the understanding
that the Company will rely on such representations and warranties in
determining, among other matters, the suitability of this investment for the
Investor in order to comply with federal and state securities laws):
a.
In connection with this transaction, the Investor has read