Epstein Secrets

, all reasonably satisfactory to the Company. II. Governing Law. This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws. 12. Business Day Definition. For purposes hereof, the term "business day" shall mean

ce with their terms, the Company shall not, directly or indirectly, (A) repurchase, redeem, or declare or pay any cash dividend or distribution on, the Common Stock or (B) distribute any material property or assets of any kind to holders of the Common Stock in respect of the Common Stock. 18. Rank. Obligations

performed all actions required hereunder; and 8. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made in and wholly to be performed in that jurisdiction with regards to the choice of law rules of such state, except for

iaries have been duly authorized and are validly issued, fully paid and non-assessable. No personal liability attaches to the registered holders of the Common Stock by reason of their being registered holders thereof. Except as set forth on Exhibit D, (i) no subscription, warrant, option, convertible security o

subject matter hereof. 5.5 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. 5.6 Severability. If any provision o

) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or o

Holders. WEST \ 240047063 6 8 EFTA00298915 (e) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York as such laws are applied to agreements between New York residents entered into and to be performed entirely within New York without regard to confl

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa

, successors and permitted assigns. 7.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 7.4 Amendments. Except as otherwise provided herein, this Agreement may not be change

having an office at 9 West 57'h Street, 43rd Floor, New York, NY 10019 ("Purchaser"). RECITALS: A. Seller is the holder of 13,350,205 shares of the Common Stock, $0.001 par value (the "ESWW Shares"), of Environmental Solutions Worldwide, Inc., a Florida corporation ("ESWW). B. Seller and Purchaser desire t

ermitted assigns. 8 EFTA00586113 8.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 8.4 Amendments. Except as otherwise provided herein, this Agreement may not be change

having an office at 9 West 57'h Street, 43rd Floor, New York, NY 10019 ("Purchaser"). RECITALS: A. Seller is the holder of 13,350,205 shares of the Common Stock, $0.001 par value (the "ESWW Shares"), of Environmental Solutions Worldwide, Inc., a Florida corporation ("ESWW"). B. Seller is a member of AP SHL

s of the State of Ohio and resided at One Whitsibarn Road, New Albany, Ohio 43054. 3. Defendant, Jeffrey B. irstein, is a resident and citizen of the State of New York. Jeffrey E. Epstein, was at all arti ispieze 4 fitel ttotlittli Case No. 08-80736-CV-MARRA 4mq ORMli UW040)0704 EFTA00228084 relevant times,

f August 31, 2006, after giving effect to the transactions disclosed in paragraph (c) below, the Purchasers beneficially owned the number shares of the Common Stock listed below, representing approximately the percentage of the outstanding shares of Common Stock set forth opposite such number (the outstanding s