AGREEMENT AND PLAN OF MERGER BY AND AMONG TLMD STATION GROUP, INC., TLMD ACQUISITION CO.Agreement and Plan of Merger • November 26th, 1997 • Black Leon D • Television broadcasting stations • Delaware
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • December 22nd, 2009 • Black Leon D • Motor vehicle parts & accessories • New York
This Securities Subscription Agreement (the “Agreement” or the “Subscription Agreement”) is executed by [ ] (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 $6 million (U.S.) of Convertible Debentures convertible into common stock $0.001 par value per share, of the Company (“Shares”). The terms of the Convertible Debentures, including the terms on which the Convertible Debentures may be converted into Shares, are set forth in the form of Convertible Debentures attached hereto as Exhibit A. The solicitation of this Subscription and, if accepted by the Company, the offer and sale of Convertible Debentures are being made in reliance upon the provisions of the Securities Act of 1933, as amended (the “Act”). The Convertible Debentures and the Shares issuable upon conve
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2011 • Black Leon D • Motor vehicle parts & accessories
THIS AMENDED AND RESTATED JOINT FILING AGREEMENT (this “Agreement”), dated as of the 26th day of January, 2011, by and among the Black Family 1997 Trust (the “1997 Trust”), the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black (the “Alexander Trust”), the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black (the “Benjamin Trust”), the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black (the “Joshua Trust”), the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black (the “Victoria Trust”), Leon D. Black, John J. Hannan, Richard S. Ressler and Orchard Investments, LLC (collectively, the “Joint Filers”).
ContractBlack Leon D • December 23rd, 2004 • Services-motion picture theaters
SUBORDINATED NOTE SUBSCRIPTION AGREEMENTSubordinated Note Subscription Agreement • February 25th, 2011 • Black Leon D • Motor vehicle parts & accessories • New York
This Subordinated Note Subscription Agreement (the “Agreement”) dated as of February 17, 2011 is executed by [__________________] (the “Purchaser”) in connection with the subscription by the Purchaser for certain unsecured subordinated promissory notes (the “Notes”) of Environmental Solutions Worldwide, Inc., a Florida corporation (the “Company”), which is offering an aggregate face amount of $3 million (U.S.) of the Notes. The terms of the Notes are set forth in the form of Note attached hereto as Exhibit A. The Purchaser wishes to purchase the principal amount of the Notes set forth opposite the Purchaser’s name on the signature pages hereto in accordance with the terms and conditions of this Agreement. It is agreed as follows:
