Schedule 3.2 ESWW Shares $5,000,000.00 AP SHL Interest $250,000.00 AP Tech Interest $250,000.00 DWI: UM:82511912W EFTA00665522

Schedule 3.2 ESWW Shares $5,000,000.00 AP SHL Interest $250,000.00 AP Tech Interest $250,000.00 DWI: UM:82511912W EFTA00604311

to Seller's broker to transfer to the Purchaser (or an account designated in writing by Purchaser to Seller prior to Closing) the remaining 151,494 ESWW Shares which are maintained in an account with Seller's broker; 4.3 Closing Deliveries by Purchaser. Subject to the satisfaction, or the waiver by Purcha

or transfer, as to 13,198,711 of the ESWW Shares, and irrevocable instructions to Seller's broker to transfer to the Purchaser the remaining 151,494 ESWW Shares which are maintained in an account with Seller's broker; (b) Seller shall execute and deliver to Purchaser an assignment and assumption agreement