UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 9th, 2013 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Florida
THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of May 24, 2013, by and between (i) ECOSPHERE TECHNOLOGIES, INC., a Delaware corporation (the “Seller”), and (ii) FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF” or “Buyer”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ECOSPHERE ENERGY SERVICES, LLC a Delaware limited liability company MAY 24, 2013Limited Liability Company Agreement • August 9th, 2013 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ECOSPHERE ENERGY SERVICES, LLC, a Delaware limited liability company (the “Company”), dated as of May 24, 2013 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Company and each of the following as the Members of the Company and as holders of Units: (i) Ecosphere Technologies, Inc., a Delaware corporation (“ETI”), (ii) Clean Water Partners, LLC, a Delaware limited liability company (“CWP”), (iii) Fidelity National Financial, Inc., a Delaware corporation (“Fidelity”), and (iv) John Kuelbs (“Kuelbs”).
FIRST AMENDMENT TO TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • August 9th, 2013 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware
This First Amendment to Technology License Agreement (this “Amendment”) is entered into as of May 24, 2013 (“Effective Date”) by and between Ecosphere Energy Services, LLC, a Delaware limited liability company (“Licensee”), and Ecosphere Technologies, Inc., a Delaware corporation (“Licensor”). Capitalized terms used in this Amendment without definition have the respective meaning assigned to such terms in that certain Technology License Agreement, effective July 15, 2009 (the “Technology License Agreement”), by and between Licensor and Licensee.
