EFTA01100515.pdf

EFTA01100515 IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned, Financial Trust Company, Inc., a United States Virgin Islands corporation, Taxpayer Identification No. with an address at (the "Transferor"), does hereby sell, assign and transfer to BLACK FAMILY PARTNERS, L.P., a Delaware limited partnership, Taxpayer Identification No. with an address at New York, NY 10019, an aggregate of Thirteen Million One Hundred Ninety Eight Thousand Seven Hundred Eleven (13,198,711) shares of the Common Stock, $0.001 par value, of Environmental Solutions Worldwide, Inc., a Florida corporation (the "Corporation"), evidenced by the following Stock Certificates: Certificate Number Number of Shares of Common Stock 3815 2,352,941 4145 2,002,959 4195 175,883 4225 6,333,333 4226 2,333,595 standing in the name of the Transferor on the books of the Corporation. The Transferor does hereby irrevocably constitute and appoint Bay City Transfer Agency & Registrar as attorney-in-fact to transfer the Shares on the books of the Corporation, with full power of substitution in the premises. EFTA01100516 EFTA01100517 IN WITNESS WHEREOF, the Transferor has executed this Irrevocable Stock Power effective as of the 29th day of November, 2012. In Presence of: FINANCIAL TRUST COMPANY, INC. Al Jeffrey E. Epstein MiSQ Ye Pr, President STATE OF NEW YORK ) COUNTY OF NEW YORK ) ss: Before the undersigned notary personally came Jeffrey E. Epstein, known by the undersigned or properly identified to the undersigned to be the party who executed the foregoing instrument, and such person did acknowledge to the undersigned that such person did execute the foregoing instrument for and as the President of Financial Trust Company, Inc., the Assignor therein, and that by such person's signature on the foregoing instrument, Financial Trust Company, Inc. did execute the same. Dated: November 29th, 2012 Notary Public HARRY I. BELLER Notary Public. State of New York No. 018E4853924 Qualified in Rockland County id Commission Expires Feb. 17, 20..!../ 2 EFTA01100518  EFTA01100519 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. 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 hereby sell, assign and transfer PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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. (RECORD HOLDER SIGNATURE) NOTICE: 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  EFTA01100521 ig;,111.1i t,aesiti..4, Ir ,.....„ ‘,11 imili if' 149111,sattaSS ,1 'Are '7 NOT Y A LID DNI.IISS CCIUNTERSIGNED BY TRANSFER MIMI` IA:CO rotonmrico UNDER THE LAWS OF THE :gram or 0 1/7 /PI CIF 4 I 4, 41 . 4. FLORIDA N UM BE R SHARES 5qP. - eal IlleagOlait ti‘ Stk-- ***6,333,333*** exak; an t ENVIRONMENTAL SOLUTIONS WORLDWIDE INC. 1-54710' ', CUSIP NO. 29408E 10 2 IWO le -4g, • AUTHORIZED COMMON SMOCK: 450,000,000 SHARZB Me At olawl rerestwmfdy AA teseirtale ham /wen anyarrl :- 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. S te* a 4 Seartoes lows. Thor Shoes may no: be wAt frafelftriVgi anima !Asko 1 or 1 u. hwolitecnto.I atoms an effertioneglwanon over Mr levitate, All or aro Amoral,. r d...0, eth le SAW SerindirA iinrl op mho dr prorated oar maybe effeeted without dataa4 fc.4 .147 :*, whereon or cloakrooms/a Mkief ike SialltICS Art ,wwl anthem% Shoe &smart ben @, w. THIS CERTIFIES THAT Financial Trust CO Inc :-‘),Iostoe ta . %rk. 71 1 4 , "--- ft .14, et, IS THE RECORD HOLDER OF awA 44 c-ct ... Six Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three *** gpir-s ::-.4.-.43.i, Shares of Environmental Solutions Worldwide Inc. Common Stock egidel 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. Bay City Tr fer Dated: 11, 2C1 Agency egistrar Inc. CO ERSIGNED / 1,- "41ew-,--- CHAIRMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER 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, hereby sell, assign and transfer PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING HUNGER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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 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  EFTA01100523 Erma ,14 ? .: fet 1, 17t 0 6 /it" act: ,V.ri al--sacgiq - NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OP Till{ STATE OP FLORIDA SHARES NUMBER ***175,883*** ENVIRONMENTAL SOLUTIONS WORLDWIDE INC. CUSIP NO.29408K 10 2 AUTHORIZED COMMON STOCK; 250.000.000 SHARKS PAR VALT/K*0.001 "The shares represented by dux certificate hare been acquiredfor 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 statementfor the shares or an applicable exemption Financial Trust Company Inc under the securities act" THIS CERTIFIES THAT C/O Barett s Goldstein 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. Bay City Transfer Dated: November 30, 2010 Agency & Registrar Inc. by COUNTERSIGNED & REGISTERED CHAIRMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER • Aks,i40 as A:AO us 4e0- Ara., 'CR EFTA01100524 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 (Gust) (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, hereby sell, assign and transfer PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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 C it'llethCfc. X (RECORD HOLDER SIGNATURE) NOTICE: 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***  EFTA01100525 INCORPORATED UNDER TIM LAWS OF THE /MATE or FLORIDA SHARES ***2,002,959*** NVIRONMENTAL SOLUTIONS WORLDWIDE INC. CUSIP NO.29408K 10 2 A UTIIORIZED COMMON STOCK:.I25.000.000 SHARER PAR VALUESO.001 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 ofan minimum prom such registration pmrisions hos been criablithml, or sties, sold Financial Trust Company Inc Pursuant w flak 1N tinder the Securities*: of 1933. THIS CERTIFIES THAT nio Barett & Goldstein 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. Bay City Transfer Dated: March 29, 2010 Agency & Registrar Inc. by COUNTERSIGNED & REGISTERED CHAIRMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER 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 (Oust) (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, hereby sell, assign and transfer PLEASE INSERT SOCIµ SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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 Fiv‘a.n c.i X (RECORD HOLDER SIGNATURE) NOTICE: 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  EFTA01100527 INCORPORATED UNDER NOT VAUD UNLESS COUNTERSIGNED BY TRANSFER AGENT THE LAWS OF THE STATE OF T ORida NUMBER SHARES Environmental Solutions Worldwide, Inc. AUTHORIZED COMMON STOCK: 100,000,000 SHARES CUSIP NO. 29408K 1.0 2 PAR VALUE 5.001 The shares represented by this certificate have not been registered under the Securities Act of1933, as amended The shares have been acquiredfor investment andmay not be offered, sold or otherwise transferredin the absence ofan effective registration statement with respect to the shares or an exemption front the registration requirements ofsaid act that is THIS CERTIFIES THAT *FINANCIAL TRUST COMPANY, INC.* then applicable to the shares, as to which a prior opinion ofcounsel 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 Dated: April 22, 2005 Transfer gents d PRESIDENT Oriasimmisaffame COUNTERSIGNED & REGISTERED COUNTERSIGNED Transfer Agentauthorlied Signature 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