0001553350-16-002407 Sample Contracts

SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • August 22nd, 2016 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Washington

FOR VALUE RECEIVED, ECOSPHERE DEVELOPMENT COMPANY LLC, a Washington limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of _______________, a ________________ company (the “Lender”), at the offices of Lender at _____________________________, or at such other place as the Lender or any holder hereof may from time to time designate, the principal sum of ________________________ in lawful money of the United States of America. The due date of this Promissory Note (the “Note”) shall be on a date which is 59 months after the First Payment Date or earlier as hereinafter provided, together with interest as set forth herein and all other Obligations. In no event shall the First Payment Date be later than May 15, 2017. The First Payment Date means a day four months after the later of the date that Galaxy Groves, LLC (“GG”) receives a certificate of occupancy from the local authorities and the issuance of a license to grow marijuana from the Washington

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 22nd, 2016 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Washington

This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of ____, 2016, among Ecosphere Technologies, Inc., a Delaware corporation (“Ecosphere”), Ecosphere Development Company LLC, a Washington limited liability company (the “Company” or “EDC”), and _________________, a Delaware limited liability company (the “Investor”).

SECURITY AGREEMENT
Security Agreement • August 22nd, 2016 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Washington

THIS SECURITY AGREEMENT (“Agreement”) dated as of ___________, 2016 is by and between ECOSPHERE DEVELOPMENT COMPANY LLC, a Washington limited liability company (the “Borrower”), with and in favor of ________________, a ____________ company (together with its successors and assigns, the “Lender”).

SUPPLEMENTARY AGREEMENT BETWEEN GREEN FUNDING 1 AND ECOSPHERE
Supplementary Agreement • August 22nd, 2016 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip

This Supplementary Agreement (“Agreement”), dated as of June ___, 2016, amends those certain Note Purchase Agreement, Senior Secured Promissory Note, Security Agreement, and Business Consulting Agreement of the same date (“Company Agreements”) by and between _______________, a __________ company (the “Investor”) and Ecosphere Technologies, Inc., a Delaware corporation, and Ecosphere Development Company LLC, a Washington limited liability company (the “Companies”).

Contract
Business Consulting Agreement • August 22nd, 2016 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Washington

Business Consulting Agreement dated as of __________, 2016, between _____________, a ______________ company (the “Consultant”), and Ecosphere Development Company LLC, a Washington limited liability company (the “Company”).

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