12% SUBORDINATED CONVERTIBLE DEBENTURE DUE [one year], 2011Waste2Energy Holdings, Inc. • December 1st, 2010 • Retail-miscellaneous retail • New York
THIS 12% SUBORDINATED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Subordinated Convertible Debentures of WASTE2ENERGY HOLDINGS, INC., a Delaware corporation, (the “Company”), having its principal place of business at 1 Chick Springs Road, Suite 218, Greenville, SC 29609, designated as its 12% Convertible Debenture due , 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). This Debenture and all rights hereunder are expressly subordinate to the Company’s 12% Senior Convertible Debentures.
WASTE2ENERGY HOLDINGS, INC. COMMON STOCK WARRANTWaste2Energy Holdings, Inc. • December 1st, 2010 • Retail-miscellaneous retail • New York
Waste2Energy Holdings, Inc. , a Delaware corporation (the “Company”), hereby certifies that , its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time and from time to time commencing on the date first appearing above (the “Issuance Date”), up to and through 12:01a.m. (EST) on the date three (3) years from the Issuance Date (the “Termination Date”) up to shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, at an exercise price per Share equal to $.50 (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of , 2010, by and among WASTE2ENERGY HOLDINGS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
