0001144204-15-073289 Sample Contracts

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • December 30th, 2015 • Golden Properties Ltd. • 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”).

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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 • December 30th, 2015 • Golden Properties Ltd. • 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 • December 30th, 2015 • Golden Properties Ltd. • 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 • December 30th, 2015 • Golden Properties Ltd. • 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.

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