ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated the [ ] day of [ ], 201 ("Escrow Agreement") is by and among Environmental Solutions Worldwide, Inc. a Florida corporation ("Issuer"), and the subscribers listed on the signature pages hereto (each a "Subscriber and, collectively, the "Subscribers"), and BARA1TA, BARATTA & AIDALA, as Escrow Agent hereunder ("Escrow Agent" or "BB&A"). BACKGROUND A. In accordance with each Subscription Agreement (as hereinafter defined) as the same may be amended and/or supplemented from time to time, each Subscriber for Debentures (as hereinafter defined) will be required to submit full payment for their respective investment at the time each executes a Subscription Agreement and the closing conditions under each such Subscription Agreement is satisfied. B. All payments received by the Issuer connection with subscriptions for Debentures shall be promptly forwarded to the Escrow Agent, and the Escrow Agent has agreed to accept, hold, and disburse such funds deposited with it in accordance with the terms of this Escrow Agreement. C. In order to establish the escrow of funds and to effect the consummation of the transaction contemplated by the Subscription Agreements, the parties hereto have entered into this Escrow Agreement. STATEMENT OF AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: 1. Definitions. The following terms shall have the following meanings when used herein: "Cash Investment" shall mean the amount of Debentures purchased by any Subscriber as set forth in a particular Subscription Agreement. "Cash Investment Instrument" shall mean a wire transfer or other immediately available funds paid to the "Baratta Baratta & Aidala, Special Escrow Account", in full payment for the Debenture to be purchased by any Subscriber. "Debentures" sh