Converted Organics Inc. 137A Lewis Wharf Boston, MA 02110

Converted Organics Inc.
137A Lewis Wharf
Boston, MA 02110

February 5, 2013

Iroquois Master Fund Ltd.
c/o Iroquois Capital Management, LLC
641 Lexington Avenue, 26^th Floor
New York, New York 10022

Hudson Bay Master Fund Ltd. (“Hudson Bay”)
c/o Hudson Bay Capital Management LP
777 Third Avenue, 30^th Floor
New York, New York 10017

Dear Messrs. Silverman and Roth:

All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. Iroquois and Hudson Bay are sometimes collectively referred to herein as the “Purchasers” and are also sometimes individually referred to herein as a “Purchaser.”

A. The Company and Iroquois hereby agree that notwithstanding anything contained in the Purchase Agreement or the Security Agreement (as the case may be) to the contrary:

(i) One extra Additional Closing shall occur on February 5, 2013, on the terms set forth in the remainder of this paragraph A.

(ii) On February 5, 2013, the Company shall issue and sell to each Purchaser, and each Purchaser severally, but not jointly, shall purchase from the Company, senior secured Convertible Notes in the form attached hereto as Exhibit A (the “New Additional Notes”, and as converted, the “New Conversion Shares”) in the original principal amount as is set forth opposite their respective name on Schedule 1 attached hereto, along with warrants in the form attached hereto as Exhibit B (the “New Warrants”) to initially acquire up to the aggregate number of shares of Common Stock (the “New Warrant Shares”) as determined pursuant to the terms thereof. The Company shall deliver to each Purchaser the deliveries requested to be delivered by the Company pursuant to Section 7(b) of the Purchase Agreement. Each Purchaser shall pay their respective Additional Purchase Price set forth across from their respective name on Schedule 1 in accordance with Section 1(d)(ii) of the Purchase Agreement. The parties acknowledge and agree that for all purposes hereunder and under the Transaction Documents: (i) “Additional Notes” are amended to include the New Additional Notes, (ii) “Conversion Shares” are amended to include the New Conversion Shares, (iii) “Warrants” are amended to include the New Warrants and (iv) “Warrant Shares” are amended to include the New Warrant Shares. The consummation of the purchase and sale of the New Additional Notes and New Warrants contemplated by this letter agreement is (x) an Additional Closing and (y) February 5, 2013, is an Additional Closing Date, in each case, for all purposes of the Purchase Agreement and the other Transaction Documents.

B. Hudson Bay hereby (i) acknowledges and agrees to its obligations contemplated by Paragraph A above and (ii) makes, as of the date hereof, all of the representations and warranties set forth in Section 2 of the Purchase Agreement as to itself, other than with respect to Section 2(j). In lieu of making the representations set forth in Section 2(j), Hudson Bay hereby represents and warrants to the Company as follows:

Certain Trading Activities. As of the time of execution of this letter agreement by Hudson Bay, Hudson Bay has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with Hudson Bay, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities) during the period commencing on the date that Hudson Bay first became aware of the transaction contemplated by this letter agreement, and ending immediately prior to the execution of this letter agreement (it being understood and agreed that for all purposes of this letter agreement, and without implication that the contrary would otherwise be true, transactions shall not include the location and/or reservation of borrowable             shares of Common Stock). “Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended.

C. The parties hereto acknowledge and agree that (1) the New Additional Notes, as Additional Notes, rank pari passu with the other outstanding Notes; (2) Hudson Bay shall only have those rights of a Buyer under the Purchase Agreement that are contained in Sections 4, 5 and 9 thereof (provided that Hudson Bay shall not have any rights, or any obligations, as a Buyer under Sections 4(a), 4(h), 4(j), 4(k), 4(n), 4(o), 4(q), 4(s) and 4(t) of the Purchase Agreement; (3) without limitation of the immediately preceding clause (2) and without implication that the contrary would otherwise be true, Hudson Bay shall not have any obligations or rights with respect to any Additional Closing other than the extra Additional Closing contemplated by this letter agreement; and (4) the consent of Hudson Bay shall not be required for any amendment to the Purchase Agreement or the Security Agreement unless (x) Hudson Bay holds an Additional Note at the time of such amendment and (y) such amendment adversely affects Hudson Bay in a manner that is disproportionate to Iroquois, taking into account all securities then held by Iroquois and Hudson Bay and any securities that are contemplated to be purchased by Iroquois and/or Hudson Bay at the time of such amendment, in which case the consent of Hudson Bay shall be required (it being understood and agreed that no amendment affecting any Additional Closing occurring after February 5, 2013, shall require the consent of Hudson Bay). The Company hereby acknowledges and agrees that (i) none of the rights of Hudson Bay contemplated hereunder as a Buyer shall limit any rights of Iroquois in any manner, and (ii) Hudson Bay shall be entitled to rely on all representations and warranties contained in Section 3 of the Purchase Agreement as if such representations and warranties were made to Hudson Bay on the date of consummation of the transactions contemplated by this letter agreement.

D. Except as expressly set forth herein, (i) each of the Transaction Documents and each of the obligations of the Company thereunder, and each of the rights of and benefits to Iroquois thereunder, is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that from and after the date hereof, without implication that the contrary would otherwise be true, (A) all references in the Purchase Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Purchase Agreement shall mean the Purchase Agreement as amended by this letter agreement, (B) all references in the Transaction Documents to “the Purchase Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Purchase Agreement shall mean the Purchase Agreement as amended by this letter agreement, (C) all references in the Security Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Security Agreement shall mean the Security Agreement as amended by this letter agreement, (D) all references in the Transaction Documents to “the Security Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Security Agreement shall mean the Security Agreement as amended by this letter agreement and (E) all references in the Transaction Documents to “the Transaction Documents,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Transaction Documents shall mean the Transaction Documents as amended by this letter agreement and (ii) the execution, delivery and effectiveness of this letter agreement shall not operate as an amendment or waiver of any right, power or remedy of Iroquois under any of the Transaction Documents, nor constitute an amendment or waiver of any provision of any of the Transaction Documents and each of the Transaction Documents shall continue in full force and effect, as amended or modified by this letter agreement. The parties hereto agree that this letter agreement (i) amends (and constitutes an amendment to) the Purchase Agreement and all the other Transaction Documents as expressly contemplated by this letter agreement to give full force and effect to the terms and conditions of this letter agreement and (ii) constitutes a Transaction Document. Notwithstanding anything herein to the contrary, and effective as of January 3, 2012, the Schedule of Buyers (Additional Closing) is hereby amended to add the following to each of the cells opposite each Buyer’s name in columns (3) and (4) thereof: “(or such other amount as jointly determined by the Company and the applicable Buyer in connection with such Additional Closing)”.

E. This letter agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

F. The Company shall, on or before 8:30 a.m., New York time, on February 6, 2013, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this letter agreement in the form required by the 1934 Act. From and after the filing of such 8-K, the Company confirms that it will have disclosed all material, non-public information (if any) regarding the Company and its Subsidiaries delivered to Iroquois and/or Hudson Bay by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this letter agreement.

G. The obligations of each Purchaser under this letter agreement and the other Transaction Documents are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this letter agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated herein or by the other Transaction Documents or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this letter agreement and the other Transaction Documents. The decision of each Purchaser to purchase Securities pursuant to this letter agreement and the other Transaction Documents has been made by each Purchaser independently of each other Purchaser. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring such Purchaser’s investment in the Securities or enforcing its rights under this letter agreement or the other Transaction Documents. The Company and each Purchaser confirms that each Purchaser has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby and by the other Transaction Documents with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this letter agreement or out of any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Purchaser , and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this letter agreement and in each other Transaction Document is between the Company, each Subsidiary and a Purchaser, solely, and not between the Company, its Subsidiaries and the Purchasers collectively and not between and among the Purchasers.

H. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this letter agreement and the consummation of the transactions contemplated hereby.

[signature page follows]Sincerely,

Edward J. Gildea,

CEO

Agreed to and accepted:

Iroquois Master Fund Ltd.

By: Iroquois Capital Management, LLC
Its: Investment Manager

By:
Name:
Title:

Hudson Bay Master Fund Ltd.

By: Hudson Bay Capital Management LP
Its: Investment Manager

By:
Name:
Title:

Schedule 1