0001553350-15-000480 Sample Contracts

0.115 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ECOSPHERE TECHNOLOGIES, INC.
Ecosphere Technologies Inc • May 14th, 2015 • Construction, mining & materials handling machinery & equip • Delaware

THIS IS TO CERTIFY that, for value received, Brisben Water Solutions LLC, its successors and assigns (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, 4,347,826 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 14th, 2015 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Florida

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 8th day of May, 2015, 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 • May 14th, 2015 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip

This Security Agreement (the “Agreement”) is entered into as of this 8th day of May, 2015 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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