TECHNOLOGY LICENSE AGREEMENT
This Technology License Agreement (this “ Agreement ”) is entered into as of July 15, 2009 (“
Effective Date ”) by and between Ecosphere Energy Services, LLC, a Delaware limited liability company (“
Licensee ”), and Ecosphere Technologies, Inc., a Delaware corporation (“ Licensor ”).
The parties hereby agree as follows:
As used in this Agreement, the terms set forth in this Section 2 shall have the meanings set forth below.
“ Affiliate ” means, with respect to any Person, any Entity in whatever country organized that controls, is
controlled by or is under common control with such Person. The term “control” means possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of an Entity, whether
through the ownership of voting securities, by contract or otherwise.
“ Agreement ” is defined in the preamble.
“ Assignment Agreements ” means the agreements assigning ownership of the Patents and other Licensed
Technology from the inventors and/or prior owners to Licensor.
“ Bankruptcy Code ” is defined in Section 13.15.
“ BCG ” means Bledsoe Capital Group, LLC, a Montana limited liability company.
“ Cash Fee ” is defined in Section 4.1.
“Confidential Information” means all information furnished to Licensee or its Representatives (as defined
below) in connection with this Agreement by Licensor or any of its Representatives. The term “
Representatives ” means, as to any Person, such Person’s Affiliates and its and their respective directors,
managers, members, officers, employees, advisors, agents, or representatives. The term “Confidential
Information” does not include any information which (i) at the time of disclosure or thereafter is generally known
by the public (other than as a result of its disclosure by Licensee or its Representatives), (ii) was or becomes