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aggregate of Thirteen Million One Hundred Ninety Eight Thousand Seven Hundred Eleven (13,198,711) shares of the Common Stock, $0.001 par value, of Environmental Solutions Worldwide, Inc., a Florida corporation (the "Corporation"), evidenced by the following Stock Certificates: Certificate Number Number of Shares of Common Stock 38
eet, 43rd Floor, New York, NY 10019, an aggregate of Thirteen Million One Hundred Ninety Eight Thousand Seven Hundred Eleven (13,198,711) shares of the Common Stock, $0.001 par value, of Environmental Solutions Worldwide, Inc., a Florida corporation (the "Corporation"), evidenced by the following Stock Certific
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 to provide for the purchase by Purchaser from Seller of the ESWW Shares upon and su
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
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 Investors, LLC, a Delaware limited liability company ("AP SHL"). AP SHL is govern
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
ed by [ I (the "Subscriber") in connection with the subscription by the Subscriber for 9% Convertible Debentures (the "Convertible Debentures") of Environmental Solutions Worldwide, Inc., a Florida corporation (the "Company"). The Company is offering an aggregate face amount of up to $ million (U.S.) of Convertible Debentures conv
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
Entities connected to both Environmental Solutions Worldwide, Inc. and the Common Stock

Jeffrey Epstein
PERSONDarren Indyke
PERSON
Financial Trust Company
ORGANIZATIONthe State of New York
LOCATIONLeon Black
PERSON
Prince Andrew
PERSONControls
ORGANIZATIONSurvival of Representations and Warranties
ORGANIZATIONESWW Shares
ORGANIZATIONNature of Relationship
ORGANIZATIONRepresentations and Warranties of Purchaser
ORGANIZATION