Ecosphere Technologies Inc Sample Contracts

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ARTICLE I. DEFINITIONS
Securities Purchase Agreement • December 20th, 2006 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • New York
RECITALS:
License Agreement • December 4th, 2001 • Ultrastrip Systems Inc • Oil & gas field machinery & equipment • Florida
RECITATIONS -----------
Settlement Agreement • April 4th, 2006 • Ultrastrip Systems Inc • Construction, mining & materials handling machinery & equip • Florida
EXHIBIT 10.22 PROMISSORY NOTE
Ultrastrip Systems Inc • April 15th, 2005 • Construction, mining & materials handling machinery & equip • Florida
COMMON STOCK PURCHASE WARRANT ECOSPHERE TECHNOLOGIES, INC.
Ecosphere Technologies Inc • April 15th, 2008 • Construction, mining & materials handling machinery & equip

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ecosphere Technologies, Inc., a Delaware corporation (the “Company”), up to _______ shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued as of October 9, 2007 and replaces a Warrant issued December 15, 2006 to reflect the reduced exercise price.

EUGENE RAINIS 290 Mountainside Road Mendham, New Jersey 07945
Warrant Purchase Agreement • April 20th, 2004 • Ultrastrip Systems Inc • Construction, mining & materials handling machinery & equip

UltraStrip Systems, Inc., a Florida corporation ("UltraStrip"), executed that certain Balloon Promissory Note in the principal amount of up to $862,069.00 as of October 19, 2001 (the "Note"), together with that certain Financing Agreement of even date therewith (the "Financing Agreement") and the Subscription and Warrant Purchase Agreement of even date therewith (the "Warrant Agreement"). On October 19, 2001, the Creditor, together with his wife, Jane Rainis, paid an additional $137,931 pursuant to the Warrant Agreement.

EXHIBIT 10.65 PROMISSORY NOTE
Ultrastrip Systems Inc • April 20th, 2004 • Construction, mining & materials handling machinery & equip • Florida
EXHIBIT 10.75 PROMISSORY NOTE
Ultrastrip Systems Inc • April 20th, 2004 • Construction, mining & materials handling machinery & equip • Florida
EXHIBIT 10.97 PROMISSORY NOTE
Ultrastrip Systems Inc • May 24th, 2004 • Construction, mining & materials handling machinery & equip • Florida
R E C I T A L S
Agreement • June 6th, 2003 • Ultrastrip Systems Inc • Construction, mining & materials handling machinery & equip • Florida
RECITALS:
Development and Supply Agreement • June 4th, 2003 • Ultrastrip Systems Inc • Construction, mining & materials handling machinery & equip • New York
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Contract
Ecosphere Technologies Inc • May 21st, 2013 • Construction, mining & materials handling machinery & equip • New York

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.

and
Subcontract Agreement • March 26th, 2003 • Ultrastrip Systems Inc • Oil & gas field machinery & equipment • California
EXHIBIT 10.64 PROMISSORY NOTE
Ultrastrip Systems Inc • April 20th, 2004 • Construction, mining & materials handling machinery & equip • Florida
EUGENE C. RAINIS 59 Wall Street New York, New York 10005
Original Agreement • June 6th, 2003 • Ultrastrip Systems Inc • Construction, mining & materials handling machinery & equip • Florida
NON-PLAN STOCK OPTION AGREEMENT
Non-Plan Stock Option Agreement • May 24th, 2006 • Ultrastrip Systems Inc • Construction, mining & materials handling machinery & equip • Florida

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of this 28th day of April, 2006, (the “Effective Date”) between UltraStrip Systems, Inc. (the “Company”) and David Donn (the “Optionee”).

RECITAL:
Consulting Agreement • May 1st, 2001 • Ultrastrip Systems Inc • Oil & gas field machinery & equipment • Florida
COMPROMISE AND SETTLEMENT AGREEMENT AND FULL RELEASES
Compromise and Settlement Agreement • August 23rd, 2004 • Ultrastrip Systems Inc • Construction, mining & materials handling machinery & equip
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.

NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN
Non-Qualified Stock Option Agreement • March 16th, 2011 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of December 23, 2010 (the “Grant Date”) between Ecosphere Technologies, Inc. (the “Company”) and [see Schedule A] (the “Optionee”).

RECITAL:
Consulting Agreement • May 1st, 2001 • Ultrastrip Systems Inc • Oil & gas field machinery & equipment • Florida
0.115 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ECOSPHERE TECHNOLOGIES, INC.
Ecosphere Technologies Inc • March 27th, 2015 • Construction, mining & materials handling machinery & equip • Delaware

THIS IS TO CERTIFY that, for value received, ______________, its successors and assigns (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, __________ 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”).

ECOSPHERE TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 20th, 2009 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into this 1st day of February, 2008, between Ecosphere Technologies, Inc. (the “Company”), and Gordon G. Kuljian (the “Optionee”).

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