AGREEMENT AND PLAN OF MERGER BY AND AMONGAgreement and Plan of Merger • June 3rd, 2013 • Converted Organics Inc. • Agricultural chemicals • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on June 3, 2013, by and among Converted Organics, Inc., a Delaware corporation (“Parent”), COIN Merger Sub, Inc., a Delaware corporation (“Merger Sub”), which is a wholly-owned subsidiary of Parent, and Finjan, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is referred to herein individually as a “Party,” or collectively as the “Parties.” Unless otherwise defined herein, capitalized terms shall have the respective meanings assigned to such terms in Article 9 hereof.
LOCK-UP AGREEMENTLock-Up Agreement • June 3rd, 2013 • Converted Organics Inc. • Agricultural chemicals • Delaware
This LOCK-UP AGREEMENT (the “Agreement”) is made as of June 3, 2013, by and between Converted Organics, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Stockholder”) holder of common stock (the "Common Stock") of the Company.
CONSULTING AGREEMENTConsulting Agreement • June 3rd, 2013 • Converted Organics Inc. • Agricultural chemicals • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into asof the 28th day of March 2013 (the Effective Date”), by and between Finjan, Inc. (together withits successors and assigns, the “Company”), a Delaware corporation; and Shimon Steinmetz
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2013 • Converted Organics Inc. • Agricultural chemicals • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2013, by Converted Organics, Inc., a Delaware corporation (the “Company”), and each of the investors signatory hereto (each an “Investor” and collectively the “Investors”).
EXCHANGE AGREEMENTExchange Agreement • June 3rd, 2013 • Converted Organics Inc. • Agricultural chemicals • New York
This EXCHANGE AGREEMENT (this “Agreement”) dated as of June 3, 2013, is by and between Converted Organics, Inc., a Delaware corporation (“Parent”), Hudson Bay Master Fund Ltd., a Cayman Islands company ("Hudson Bay"), and Iroquois Master Fund Ltd., a Cayman Islands company ("Iroquois" and, collectively with Hudson Bay, the "Investors").
CLOSING AGREEMENTClosing Agreement • June 3rd, 2013 • Converted Organics Inc. • Agricultural chemicals • Delaware
This CLOSING AGREEMENT (this “Agreement”) dated as of June 3, 2013, is by and between Hudson Bay Master Fund Ltd., a Cayman Islands company ("Hudson Bay"), Iroquois Master Fund Ltd., a Cayman Islands company ("Iroquois" and, collectively with Hudson Bay, the "Investors"), Converted Organics, Inc., a Delaware corporation (“Parent”) and Michael Eisenberg, in his capacity as Stockholders’ Representative (the “Stockholders’ Representative”).
CONSULTING AGREEMENTConsulting Agreement • June 3rd, 2013 • Converted Organics Inc. • Agricultural chemicals • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the 29th day of March 2013 (the Effective Date”), by and between Finjan, Inc. (together with its successors and assigns, the “Company”), a Delaware corporation; and Philip Hartstein (“Consultant”).
