Abtech Holdings, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 29th, 2013 • Abtech Holdings, Inc. • Miscellaneous metal ores • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of June 25, 2013, by and between ABTECH HOLDINGS, INC., a corporation organized under the laws of Nevada, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • July 29th, 2013 • Abtech Holdings, Inc. • Miscellaneous metal ores • Massachusetts

INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of June 25, 2013 by and between ABTECH HOLDINGS, INC. a Nevada corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 14th, 2011 • Abtech Holdings, Inc. • Miscellaneous metal ores • Nevada

This Indemnification Agreement (this “Agreement”), dated as of February ____, 2011, is made by and between Abtech Holdings, Inc. (formerly known as Laural Resources, Inc.), a Nevada corporation (the “Company”), and the undersigned, who is either a director or an officer of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became a director or an officer of the Company.

AGREEMENT
Transfer Agent & Registrar Agreement • July 27th, 2007 • Laural Resources, Inc.

This agreement made and entered into the 26th day of February, 2007, by and between Action Stock Transfer Corporation hereinafter referred to as Action and Laural Resources, Inc. hereinafter referred to as the Company.

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • November 10th, 2015 • Abtech Holdings, Inc. • Miscellaneous metal ores • Nevada

THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is entered into as of November 10, 2015, by and between Abtech Holdings, Inc., a Nevada corporation (the “Company”), and Golden Properties Ltd (“Lender”).

Abtech Holdings, Inc. CREDIT AGREEMENT
Credit Agreement • August 14th, 2015 • Abtech Holdings, Inc. • Miscellaneous metal ores • New York

This CREDIT AGREEMENT (the “Agreement”) is dated as of May 28, 2015, (the “Effective Date”) by and between Abtech Holdings, Inc., a Nevada corporation (together with its subsidiary AbTech Industries, Inc. the “Company”), and ________________________, (the “Investor”).

FINANCING AGREEMENT BY AND AMONG ABTECH HOLDINGS, INC., a Nevada corporation AND THE DEBT HOLDERS AND PURCHASERS set forth on EXHIBIT A DATED October 19, 2015 FINANCING AGREEMENT
Financing Agreement • November 10th, 2015 • Abtech Holdings, Inc. • Miscellaneous metal ores • Nevada

This FINANCING AGREEMENT (this “Agreement”) is dated October 19, 2015, by and among Abtech Holdings, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), those holders of Company debt set forth on Exhibit A (individually a “Debt Holder” and collectively with one another, the “Debt Holders”) and those purchasers of Company common stock set forth on Exhibit A (individually, a “Purchaser” and collectively with one another, the “Purchasers”).

FORM OF PREFUNDING AGREEMENT
Prefunding Agreement • November 10th, 2015 • Abtech Holdings, Inc. • Miscellaneous metal ores

Reference is made to that certain Financing Agreement by and among Abtech Holdings, Inc., a Nevada corporation (the “Company”), _____________________ (“Purchaser”), and such other purchasers and debt holders set forth on Exhibit A thereto (the “Financing Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them under the Financing Agreement.

AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • November 10th, 2015 • Abtech Holdings, Inc. • Miscellaneous metal ores • Nevada

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.

EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2011 • Abtech Holdings, Inc. • Miscellaneous metal ores • Arizona

AGREEMENT, dated as of May 13, 2009 by and between ABTECH INDUSTRIES, Inc., a Delaware Corporation having an office at 4110 N. Scottsdale Road, Suite 235, Scottsdale, AZ, 85251 (the “Company”), and Glenn R. Rink, residing at 6028 N. Quail Run, Paradise Valley, AZ 85253 (“Executive”).

Form of Secured Convertible Promissory Note, Warrant and Security Agreement pertaining to the private placement that closed on December 6, 2013.
Secured Convertible Promissory Note • March 31st, 2014 • Abtech Holdings, Inc. • Miscellaneous metal ores • New York

THE SECURITIES REPRESENTED BY THIS SECURED NOTE, INCLUDING THE SECURITIES INTO WHICH THIS SECURED NOTE MAY BE CONVERTED, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED FOR SALE OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR UPON ISSUANCE OF AN OPINION OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT SUCH SALES ARE PERMISSIBLE UNDER RULE 144 OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

LETTER OF INTENT
Letter of Intent • June 10th, 2010 • Laural Resources, Inc. • Miscellaneous metal ores • Delaware

WHEREAS, the Company is a publicly traded company on the United States over-the-counter (“OTC”) bulletin board securities market.

AGREEMENT AND PLAN OF MERGER by and among Abtech Holdings, Inc., Abtech Merger Sub, Inc., and AbTech Industries, Inc. dated as of July 17, 2010
Agreement and Plan of Merger • July 22nd, 2010 • Abtech Holdings, Inc. • Miscellaneous metal ores • Nevada

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of July 17, 2010, by and among Abtech Holdings, Inc., f/k/a Laural Resources, Inc., a Nevada corporation (“Parent”), Abtech Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), and AbTech Industries, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

LETTER OF INTENT
Letter of Intent • June 7th, 2010 • Laural Resources, Inc. • Miscellaneous metal ores • Delaware

WHEREAS, the Company is a publicly traded company on the United States over-the-counter (“OTC”) bulletin board securities market.

Contract
Merger Agreement • September 22nd, 2010 • Abtech Holdings, Inc. • Miscellaneous metal ores
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • February 14th, 2011 • Abtech Holdings, Inc. • Miscellaneous metal ores • Arizona

INDEPENDENT CONTRACTOR AGREEMENT between AbTech Industries, Inc., a Delaware Corporation (hereinafter “COMPANY”), and Gordon Brown (hereinafter “CONTRACTOR”). Each of CONTRACTOR and COMPANY may from time to time be referred to individually as a “Party” and collectively as the “Parties.”

Contract for Services, dated October 8, 2013, between the Company’s subsidiary, AbTech Industries, Inc., and Nassau County, a municipal corporation acting on behalf of the County Department of Public Works. CONTRACT FOR SERVICES
Contract for Services • November 14th, 2013 • Abtech Holdings, Inc. • Miscellaneous metal ores • New York

THIS AGREEMENT (together with the schedules, appendices, attachments and exhibits, if any, this “Agreement”), dated as of the date this Agreement is executed by the County of Nassau, between (i) Nassau County, a municipal corporation having its principal office at One West Street, Mineola, New York 11501 (the “County”) acting on behalf of the County Department of Public Works, having its principal office at 1194 Prospect Avenue, Westbury, New York 11590 (the “Department”) and (ii) AbTech Industries, Inc., a consulting engineering firm, having its principal office at 4110 N. Scottsdale Road, Scottsdale Arizona 85251 (the “Firm” or the “Contractor”).

ABTECH INDUSTRIES, INC. 2007 STOCK PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 14th, 2011 • Abtech Holdings, Inc. • Miscellaneous metal ores • Arizona

This Option Agreement is made and entered into by and between AbTech Industries, Inc., a Delaware corporation (the “Company”) and (the “Optionee”), as of , 20 (the “Date of Grant”).

ABTECH INDUSTRIES, INC. 2007 STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 14th, 2011 • Abtech Holdings, Inc. • Miscellaneous metal ores • Arizona

This Option Agreement is made and entered into by and between AbTech Industries, Inc., a Delaware corporation (the “Company”) and (the “Optionee”), as of , 20 (the “Date of Grant”).

Contract
Board Advisory Agreement • November 12th, 2010 • Abtech Holdings, Inc. • Miscellaneous metal ores • New York

This Board Advisory Agreement (“Agreement”) is made and entered into as of the 9th day of November, 2010, by and between Abtech Holdings, Inc., a Nevada corporation (the “Company”), and James Saxton, LLC, and shall have an effective date of November 1, 2010 (the “Effective Date”).

Contract
Warrant Agreement • February 14th, 2011 • Abtech Holdings, Inc. • Miscellaneous metal ores • Arizona

THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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