0001553350-16-002146 Sample Contracts

0.045 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ECOSPHERE TECHNOLOGIES, INC.
Ecosphere Technologies Inc • June 9th, 2016 • 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, 30,997,282 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 $0.045 per share, subject to adjustment as provided below (the “Exercise Price”). This Warrant amends and supersedes a Warrant to purchase 17,391,304 shares dated September 12, 2014, a Warrant to purchase 4,347,826 shares dated February 9, 2015, a Warrant to purchase 4,347,826 shares dated March 19, 2015, and a Warrant to purchase 4,347,826 shares dated May 8, 2015, each of which were previously issued to the Holder, and a Warrant to purchase 562,500 shares dated September 12, 2014, which was previously issued to an affiliate of the Holder.

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SECURITY AGREEMENT
Security Agreement • June 9th, 2016 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip

This Security Agreement (the “Agreement”) is entered into as of this 2nd day of June, 2016 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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