AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ECOSPHERE ENERGY SERVICES, LLCLimited Liability Company Agreement • November 16th, 2009 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware
CONTRIBUTION AGREEMENT DATED AS OF JULY 15, 2009 BY AND AMONG ECOSPHERE TECHNOLOGIES, INC., BLEDSOE CAPITAL GROUP, LLC CLEAN WATER PARTNERS, LLC AND ECOSPHERE ENERGY SERVICES, LLCContribution Agreement • November 16th, 2009 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware
This Contribution Agreement (this “Agreement”) is entered into as of July 15, 2009, by and among Ecosphere Technologies, Inc., a Delaware corporation (“ETI”), Clean Water Partners, LLC, a Delaware limited liability company (“CWP” and, together with ETI, the “Contributing Parties”), Bledsoe Capital Group, LLC, a Montana limited liability company (“BCG”) and Ecosphere Energy Services, LLC, a Delaware limited liability company (the “Company”). The Contributing Parties, BCG and the Company are referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 16th, 2009 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Florida
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 15, 2009 (this “Agreement”), is among Ecosphere Energy Services, LLC, a Delaware limited liability company (“Holdings”), EES Operating, LLC, a Delaware limited liability company (as successor by conversion to Ecosphere Energy Services, Inc., a Florida corporation, “EES”), Clean Water Partners, LLC, a Delaware limited liability company (as successor by assignment from Bledsoe Capital Group, LLC (“BCG”) and together with its successors, assigns, endorsees and transferees, the “Holder”), and solely for the purposes of consenting to this Agreement and receiving the release contained in Section 26 hereof, Ecosphere Technologies, Inc., a Delaware corporation (“ETI”).
