0001553350-14-001117 Sample Contracts

0.115 AMENDED WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ECOSPHERE TECHNOLOGIES, INC.
Warrant Agreement • September 18th, 2014 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware

THIS IS TO CERTIFY that, for value received, William O. Brisben, its successors and assigns (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, 535,715 shares of Ecosphere Technologies, Inc., a Delaware corporation (the “Company”) common stock, $0.01 par value per share (“Common Stock”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $0.115 per share, subject to adjustment as provided below (the “Exercise Price”). This Warrant amends and supersedes a Warrant to purchase 562,500 shares dated March 16, 2011.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 18th, 2014 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Florida

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 12th day of September, 2014, by and between Brisben Water Solutions LLC (the “Purchaser”) and Ecosphere Technologies, Inc. (the “Company”) (collectively, the Purchaser and the Company, are the “Parties”).

SECURITY AGREEMENT
Security Agreement • September 18th, 2014 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip

This Security Agreement (the “Agreement”) is entered into as of this 12thday of September, 2014 by and between Ecosphere Technologies, Inc., a Delaware corporation (“Ecosphere”), and Brisben Water Solutions LLC (the “Lender” and together with Ecosphere, the “Parties”). The Parties hereby agree as follows:

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