NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • March 28th, 2013 • Environmental Solutions Worldwide Inc • Motor vehicle parts & accessories • New York
This Note Subscription Agreement (this “Agreement”) dated as of March 22, 2013 is executed by the purchasers set forth on the signature pages hereto (each a “Purchaser”, together, the “Purchasers”) in connection with the subscription by the Purchasers for certain senior secured convertible promissory notes (each, a “Note”, and together, the “Notes” (which terms shall be deemed to include any and all senior secured convertible promissory notes issued pursuant to the “rights offering” referred to in Section 6.5 below)) of Environmental Solutions Worldwide, Inc., a Florida corporation (the “Company”), which is offering an aggregate principal amount of Five Million Dollars ($5,000,000 (U.S.)) of the Notes. The terms of the Notes are set forth in the form of Note attached hereto as Exhibit A.
ContractSecurity Agreement • March 28th, 2013 • Environmental Solutions Worldwide Inc • Motor vehicle parts & accessories
SECURITY AGREEMENT (this “Security Agreement”) dated as of March 22, 2013, made by TECHNOLOGY FABRICATORS INC., a Delaware corporation (“Technology Fabricators”), ESW AMERICA INC., a Delaware corporation (“ESW America”), ESW TECHNOLOGIES INC., a Delaware corporation (“ESW Technologies”, and together with Technology Fabricators and ESW America, the “Grantor”), and in favor of ORCHARD CAPITAL CORP., as the collateral agent (the “Collateral Agent”), on behalf of the purchaser parties (each a “Secured Party” and together, the “Secured Parties”) set forth on Schedule I to the Note Subscription Agreement (the “Note Subscription Agreement”) dated as of the date hereof among the Collateral Agent, the Secured Parties and Environmental Solutions Worldwide, Inc., a Florida corporation and the corporate parent of the Grantor (“ESWW”).
