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.
