Environmental Solutions Worldwide. Inc. Bridge Debt Financing Facility Term Sheet For discussion purposes only Borrower: Environmental Solutions Worldwide. Inc. (the "Borrower"). Lenders: Bridge Debt Facility; Additional Borrowings: Interest Rate and Maturity: Certain of the following shareholders of the Borrower will be participating: Black Family 1997 Trust: Leon D. Black; Leon D. Black Trust UAD 11/30/92 FBO Joshua Black; Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black; Leon D. Black Trust UAD 11/30/92 FBO Victoria Black; Leon D. Black Trust UAD 11/30/92 FBO Alexander Black; John Hannan; Orchard Investments, LLC; and Richard Ressler. Unsecured loan of $3,000,000 that is subordinated to the Borrower's existing revolving credit facility with CIBC (the "CIBC Facility"). The Borrower, CIBC and the Lenders will enter into a customary agreement providing for such subordination. 10% per annum, payable in kind on a monthly basis. The principal balance shall mature and become payable on the 4 month anniversary of the closing of the Bridge Debt Facility; provided that at the election of the Lenders the Borrower shall not be permitted to pay the outstanding balance of the Bridge Notes (as defined below) if the rights offering described below has not closed. The Lenders may, at their sole option, extend the maturity of the Bridge Debt Facility. No Prepayment Right; The Borrower may not pre-pay the Bridge Debt Facility prior to its maturity Equity Exchange Rights: date without the prior consent of the Lenders: provided that at the election of the Lenders the Borrower shall also not be permitted to pay the outstanding balance of the Bridge Notes if the rights offering described below has not closed. If, prior to the full payment of the outstanding balance under the Bridge Notes, the Borrower effects a registered offering of its common equity (including pursuant to a rights offering) within 4 months of the closing of the Bridge Debt Faci