0001354488-11-000848 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN

Non-Qualified Stock Option Agreement • March 16th, 2011 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware

• Contract Type
  Non-Qualified Stock Option Agreement
• Filed
  March 16th, 2011
• Company
  Ecosphere Technologies Inc
• Industry
  Construction, mining & materials handling machinery & equip
• Jurisdiction
  Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of December 23, 2010 (the “Grant Date”) between Ecosphere Technologies, Inc. (the “Company”) and [see Schedule A] (the “Optionee”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Credit Agreement • March 16th, 2011 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip

• Contract Type
  Credit Agreement
• Filed
  March 16th, 2011
• Company
  Ecosphere Technologies Inc
• Industry
  Construction, mining & materials handling machinery & equip

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), is made and entered into effective as of the 8th day of December, 2010 (the “Effective Date”), by and among Ecosphere Energy Services, LLC, a Delaware limited liability company (“Holdings”), EES Operating, LLC, a Delaware limited liability company (“EES,” and together with Holdings, the “Borrowers”), and Clean Water Partners, LLC, a Delaware limited liability company (the “Holder.