0001354488-10-001827 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN
Non-Qualified Stock Option Agreement • June 2nd, 2010 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of May 27, 2010 between Ecosphere Technologies, Inc. (the “Company”) and Robert Cathay (the “Optionee”).

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WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ECOSPHERE TECHNOLOGIES, INC.
Ecosphere Technologies Inc • June 2nd, 2010 • Construction, mining & materials handling machinery & equip • Delaware

THIS IS TO CERTIFY that, for value received, Michael R. Hull (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, Fifty Thousand (50,000.00) 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 $0.43 per share, subject to adjustment as provided below (the “Exercise Price”).

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