Epstein Secrets

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,

e Company agrees to use its best efforts to file a registration statement (a "Registration Statement") with the Securities and Exchange Commission (the "Commission") within [ ] days of the closing date of the transactions contemplated by the Subscription Agreement in order to register the resale of the Registr

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,

e Company agrees to use its best efforts to file a registration statement (a "Registration Statement") with the Securities and Exchange Commission (the "Commission") within [ ] days of the closing date of the transactions contemplated by the Subscription Agreement in order to register the resale of the Regist

ased office, distribution and shipping facilities located in the Montreal, Quebec area. Additional leased office facilities are located in Toronto, Ontario. The distribution and shipping facilities owned by the Company consist of two buildings located in the Montreal area. These buildings, including at

o Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File no. 33.53366) originally filed with the Securities and Exchange Commission (the "Commission") on October 16, 1992, as amended by Amendment No. I thereto, filed with the Commission on February 23, 1993 (the "1993 Form S-3"). 4.3 Proposed

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

ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we and the trust filed with the Securities and Exchange Commission (the "Commission") utilizing a "shelf" registration process, relating to the common stock, preferred stock, depositary shares, debt securities, warrants, stock purch

Prospectus And Registration Exemptions—of The Canadian Securities Administrators ("NI 45-106"); (2) if the purchaser is resident in the Province of Ontario, is not an individual unless it is purchasing the interests from or through a dealer that is registered as a limited market dealer under the Securit

rs in Guernsey The Fund is a Cayman Islands exempted limited partnership and has not been authorised by the Guernsey Financial Services Commission (the "Commission") under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. Accordingly, any marketing material or prospectus in relation to