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w (the "Investor"), and Environmental Solutions Worldwide Inc., a Florida corporation having its principal executive office at 335 Connie Crescent, Ontario, L4K 5R2 Canada (the "Company"). WHEREAS, the Company has issued and sold certain Debentures convertible into shares of Common Stock of the Company,
ting or hereafter adopted by the Commission 7 EFTA00729029 S. Governing Law. This Agreement shall be deemed to have been made and delivered in the State of New York and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal substantive laws of the State
mile (with a hard copy to follow by two day courier), addressed to the Company attention Chief Financial/Accounting Officer at 335 Connie Crescent, Ontario, L4K 5R2 Canada, tel. 905-695-4142, facsimile 905-695-5013 with a copy to Baratta, Baratta & Aidala atm: Joseph Baratta, Esq., tel. 212-750-9700, fa
, 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
w (the "Investor"), and Environmental Solutions Worldwide Inc., a Florida corporation having its principal executive office at 335 Connie Crescent, Ontario, L4K 5R2 Canada (the "Company"). WHEREAS, the Company has issued and sold certain Debentures convertible into shares of Common Stock of the Company,
r adopted by the Commission EFTA_R1_02001835 EFTA02683744 5. Governinst Law. This Agreement shall be deemed to have been made and delivered in the State of New York and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal substantive laws of the State
rincipal that are accredited investors, as defined in National Instrument 45.106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements. Exemptions and Ongoing Registrant Obligations. Any
anding. (Section 101). Governing Law The Indentures are, and the Debt Securities will be, governed by and construed in accordance with the laws of the State of New York. Waiver of Jury Trial Under the Indentures, each of the Company, the Trustees and the holders of the Debt Securities irrevocably waives, to the fu
Entities connected to both Ontario and the State of New York

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PERSON
JPMorgan Chase
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
Ghislaine Maxwell
PERSON
United States
LOCATION
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LOCATION
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ORGANIZATION
George W. Bush
PERSONDarren Indyke
PERSON
New York
LOCATIONLeon Black
PERSON
Samantha Power
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New York City
LOCATION
U.S. Virgin Islands
LOCATION
Alan Dershowitz
PERSONJane Doe
PERSONDeutsche Bank Securities Inc.
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Eric Holder
PERSON
New York State
LOCATION