POWER STOCK IRREVOCABLE a Inc., Company, Trust Financial undersigned, the RECEIVED, VALUE FOR No. Identification Taxpayer corporation, Islands Virgin States United (the at address an with PARTNERS, FAMILY BLACK to transfer and assign sell, hereby does "Transferor"), with No. Identification Taxpayer partnership, limited Delaware a L.P., of aggregate an 10019, NY York, New at address an Eleven Hundred Seven Thousand Eight Ninety Hundred One Million Thirteen Environmental of value, par $0.001 Stock, Common the of shares (13,198,711) by evidenced "Corporation"), (the corporation Florida a Inc., Worldwide, Solutions Certificates: Stock following the Stock Common of Shares of Number Number Certificate 2,352,941 3815 2,002,959 4145 175,883 4195 6,333,333 4225 2,333,595 4226 Corporation. the of books the on Transferor the of name the in standing City Bay appoint and constitute irrevocably hereby does Transferor The books the on Shares the transfer to -fact -in attorney as Registrar & Agency Transfer premises. the in substitution of power full with Corporation, the of EFTA01100515 EFTA01100516 Stock Irrevocable this executed has Transferor the WHEREOF, WITNESS IN 2012. November, of day 29th the of as effective Power INC. COMPANY, TRUST FINANCIAL of: Presence In Al Pr, e Y SQiM ) YORK NEW OF STATE ss: ) YORK NEW OF COUNTY Epstein E. Jeffrey President by known Epstein, E. Jeffrey came personally notary undersigned the Before who party the be to undersigned the to identified properly or undersigned the the to acknowledge did person such and instrument, foregoing the executed the as and for instrument foregoing the execute did person such that undersigned such by that and therein, Assignor the Inc., Company, Trust Financial of President did Inc. Company, Trust Financial instrument, foregoing the on signature person's same. the execute 2012 29th, November Dated: Public Notary BELLER I. HARRY State Public. Notary York New of No. 018E4853924 Rockland in Qualified id County 17, Feb. Expires Commission 20..!../ 2 EFTA01100517 EFTA01100518 NOTVALIDUNLESSCOUNTMUMONEDBYTRANSFKHAOKIIT moonpowATm)urunnernimAwsormniceTATitor FLORIDA ENVIRONMENTAL SOLUTIONS WORLDWIDE INC. AUTIIORIZICDCOMMONSTOCK:860.000.000MIARE8 PARVALUEUMMI THIS CERTIFIES THAT Financial Trust Co Inc IS THE RECORD HOLDER OF *** Two Million Three Hundred Thirty-Three Thousand Five Hundred Ninety-Five " 4 Shares of Environmental Solutions Worldwide Inc. Common Stock transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This (Mille& is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of its duly authorized officers. EFTA01100519 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN C0M - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act in common (State) Additional abbreviations may also be used though not in the above list. For Value Received PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE hereby sell, assign and transfer (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Shares Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. NOTICE: (RECORD HOLDER SIGNATURE) SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR. WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. NOTICE OF SIGNATURE GUARANTEE: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE "MEDALLION GUARANTEE PROGRAM". TRANSFER FEE WILL APPLY ••• FOR MEDALLION GUARANTEE USE ONLY••• EFTA01100520 taes , iti..4, 149111,sattaSS '7 'Are ig;,111.1i Ir ,.....„ ‘,11 imili if' ,1 NOT Y A LID DNI.IISS CCIUNTERSIGNED BY TRANSFER MIMI` IA:CO rotonmrico UNDER THE LAWS OF THE :gram or FLORIDA 0 1/7/PI CIF 4 I ,4 41 . 4. SHARES N UM BE R IlleagOlait ti‘ ***6,333,333*** 5qP. - anexak; Stk-- eal t ENVIRONMENTAL SOLUTIONS WORLDWIDE INC. CUSIP NO. 29408E 10 2 IWO ',1-54710' AUTHORIZED COMMON SMOCK: 450,000,000 SHARZB • Me At olawl rerestwmfdy AA teseirtale ham /wen anyarrl le -4g, :- t) lk.' PAR YA LUZ $0.001 w immanent palpoati ante out limy not bens terrier& where the 140/al.1),Ves Conirthes Act of 1933 hes Amended. the -.Seettettn, Ats7 co whin' ant ..134" 14. Ste* a 4 1 u. THIS CERTIFIES THAT Financial Trust CO Inc Seartoes lows. Thor Shoes may no: be wAt frafelftriVgi anima !Asko 1 or hwolitecnto. I atoms an effertioneglwanon over Mr levitate, All or aro Amoral,. SAW SerindirA iinrl op mho dr prorated oar maybe effeeted without r eth 4 le fc.4 d...0, dataa whereon or cloakrooms/a Mkief ike SialltICS Art ,wwl anthem% Shoe &smart ben @, w . .147 :*, :-‘),Iostoe ta . %rk. 71 1 4 , ft .14, "--- IS THE RECORD HOLDER OF et, 44 c-ct awA ... Six Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three *** ::-.4.-. gpir-s 43.i, egidel Shares of Environmental Solutions Worldwide Inc. Common Stock transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of its duly authorized officers. Dated: /1,- "41ew-,--- 11, 2C1 Bay City Tr fer Agency egistrar Inc. CO ERSIGNED CHAIRMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER EFTA01100521 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act in common (State) Additional abbreviations may also be used though not in the above list. For Value Received, PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING HUNGER OF ASSIGNEE hereby sell, assign and transfer (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Shares Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated Co-bane.; (RECORD HOLDER SIGNATURE) NOTICE: SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICIAAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. NOTICE OF SIGNATURE GUARANTEE: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE "MEDALLION GUARANTEE PROGRAM". TRANSFER FEE WILL APPLY ***FOR MEDALLION GUARANTEE USE ONLY*" EFTA01100522 NUMBER Erma NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OP Till{ STATE OP FLORIDA ENVIRONMENTAL SOLUTIONS WORLDWIDE INC. AUTHORIZED COMMON STOCK; 250.000.000 SHARKS PAR VALT/K*0.001 Financial Trust Company Inc THIS CERTIFIES THAT C/O Barett s Goldstein ,14 fet.: act: ? 1,17t 0 6 /it" ,V.ral- i -sacgiq - SHARES ***175,883*** CUSIP NO.29408K 10 2 "The shares represented by dux certificate hare been acquired for investment and hare not been registered wider the securities act of MIL as amended alte WO or any appbcobk stale securities laws These shares stay not he offered sold. fransferred pledged hypothecated or mherwoe disposed except whom effector registronon statement for the shares or an applicable exemption under the securities act" IS THE RECORD HOLDER OF *** One Hundred Seventy-Five Thousand Eight Hundred Eighty-Three *** Shares of Environmental Solutions Worldwide Inc. Common Stock Transferable on the hooks of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of its duly authorized officers. Dated: November 30, 2010 CHAIRMAN Bay City Transfer Agency & Registrar Inc. COUNTERSIGNED by & REGISTERED as • PRESIDENT AND CHIEF EXECUTIVE OFFICER A:AO us 4e0- Ara. Aks,i40 , 'CR EFTA01100523 full in out written were they though as construed be shall certificate, this of face the on inscription the in used when abbreviations, following The regulations: or laws applicable to according common in tenants as - C0M TEN entireties the by tenants as - ENT TEN of right with tenants joint as - TEN JT tenants as not and survivorship common in Custodian - ACT MIN GIFT UNIF (Minor) (Gust) Minors to Gifts Uniform under Act (State) list. above the in not though used be also may abbreviations Additional Received, Value For OTHER OR SECURITY SOCIAL INSERT PLEASE ASSIGNEE OF NUMBER IDENTIFYING transfer and assign sell, hereby ASSIGNEE) OF CODE, ZIP INCLUDING ADDRESS, AND NAME TYPEWRITE OR PRINT (PLEASE appoint and constitute irrevocably hereby do and certificate, within the by represented stock capital the of Shares Attorney the in substitution of power full with Corporation named within the of books the on stock said the transfer to premises. Dated t'llethCfc. i C X NOTICE: SIGNATURE) HOLDER (RECORD CERTIFICATE THIS OF FACE THE UPON WRITTEN AS NAME THE TO CORRESPOND MUST SIGNATURE PARTICULAR, EVERY IN WHATSOEVER. CHANGE ANY OR ENLARGEMENT OR ALTERATION WITHOUT GUARANTEE: SIGNATURE OF NOTICE STOCK NATIONAL REGISTERED A OF MEMBER A IS WHICH FIRM A BY GUARANTEED BE MUST SIGNATURE(S) GUARANTEEING THE COMPANY. TRUST A OR BANK) SAVINGS A THAN (OTHER BANK A BY OR EXCHANGE PROGRAM". GUARANTEE "MEDALLION THE OF MEMBER A BE MUST FIRM APPLY WILL FEE TRANSFER ONLY*** USE GUARANTEE MEDALLION FOR *** EFTA01100524 INCORPORATED UNDER TIM LAWS OF THE /MATE or FLORIDA NVIRONMENTAL SOLUTIONS WORLDWIDE INC. A UTIIORIZED COMMON STOCK:. I25.000.000 SHARER PAR VALUESO.001 Financial Trust Company Inc THIS CERTIFIES THAT nio Barett & Goldstein SHARES ***2,002,959*** CUSIP NO.29408K 10 2 The Acores, f stock represemed by this ceridkate have not been Registered tinder the Securities Act of 1933. as amended. mitt may not he sold Oraliens( transferred unless a comphance with the inistration Provisions ofsisda Act has heat made or unless availabdiv of an minimum prom such registration pmrisions hos been criablithml, or sties, sold Pursuant w flak 1N tinder the Securities*: of 1933. IS THE RECORD HOLDER OF ** Two Million Two Thousand Nine Hundred Fifty- Nine Shares of Environmental Solutions Worldwide Inc. Common Stock Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unlit countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of its duly authorized officers. Dated: March 29, 2010 CHAIRMAN Bay City Transfer Agency & Registrar Inc. COUNTERSIGNED by & REGISTERED PRESIDENT AND CHIEF EXECUTIVE OFFICER EFTA01100525 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Oust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. For Value Received, PLEASE INSERT SOCIµ SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE hereby sell, assign and transfer (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Shares Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated Fiv‘a.n c.i X NOTICE: (RECORD HOLDER SIGNATURE) SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT µTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. NOTICE OF SIGNATURE GUARANTEE: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE "MEDALLION GUARANTEE PROGRAM". TRANSFER FEE WILL APPLY •••FOR MEDALLION GUARANTEE USE ONLY••• EFTA01100526 NUMBER THIS CERTIFIES THAT NOT VAUD UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF T OR ida SHARES Environmental Solutions Worldwide, Inc. AUTHORIZED COMMON STOCK: 100,000,000 SHARES PAR VALUE 5.001 *FINANCIAL TRUST COMPANY, INC.* CUSIP NO. 29408K 1.0 2 The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement with respect to the shares or an exemption front the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel may be required by the issuer or the transfer agent. IS THE RECORD HOLDER OF *TWO MILLION THREE HUNDRED FIFTY TWO THOUSAND NINE HUNDRED FORTY ONE* Share. of ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. Common Stock transferable on the hooks or the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures or its Jul authorized officer. HERITAGE TRUST COMP/ Y Transfer gents d Dated: April 22, 2005 Oriasimmisaffame COUNTERSIGNED & REGISTERED PRESIDENT COUNTERSIGNED Transfer Agentauthorlied Signature EFTA01100527 The following abbreviations, when used in the inscription on the lace of this certificate, shat be constased as though they were mitten out in full according to appicable taws or regulations. TEN COM - as tenants in common UMF GIFT MIN ACT • Custodian TEN ENT - as tenants by the entireties (Dew) (MON) Jr TEN - as joint tenants with right of under ISA Otto Mews suMvorshlp and not as tenants in common Ars (Slaw) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER Of ASSIGNEE (PLEASE PRINT OR TYPEWMTE NAME AND ADDRESS. INO.UOING ZIP COOL Of ASSIGNEE) Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated rir•CMC-I 0.1 NOME: 1yE SIGNATURE TO THIS ASSIGNM NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICMAR ENLARGEMENT OR ANY CHANGE WHATEVER • NOTICE SIGNATURE GUARANTEED: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE, OR BY A BANK (OTHER THAN A SAVINGS BANK). OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM. TRANSFER FEE WILL APPLY .0-0-0- FOR MEDALLION GUARANTEE USE ONLY -0.44 EFTA01100528