REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of the [ ] day of [ ], 20[ 1, between the person whose name appears below (the "Investor"), and Environmental Solutions Worldwide Inc., a Florida corporation having its principal executive office at 335 Connie Crescent, Ontario, L4K 5R2 Canada (the "Company"). WHEREAS, the Company has issued and sold certain Debentures convertible into shares of Common Stock of the Company, par value $0.001 (the "Common Stock"), pursuant to a Securities Subscription Agreement, dated as of [ ] [ 1, 20 [ ] (the "Subscription Agreement"), between the Investor and the Company. WHEREAS, the Company desires to grant to the Investor the registration rights set forth herein with respect to the shares of Common Stock issuable upon conversion of the Debentures NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Registrable Securities. As used herein the term "Registrable Security" means any shares of Common Stock (i) issued or issuable in connection with the conversion, of any Debentures issued to the Investor pursuant to the Subscription Agreement dated [ ] [ ], 20[ ]; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination, (i) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (ii) registration under the Securities Act is no longer required by the Investor for the distribution or disposition of all of the Registrable Securities beneficially owned by such Investor. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." 2. Registration. The Company agrees to use its best efforts to file a registration statement (a "Registration Statement") with the Securities and Exchange Commission (the "Commission") within [ ] d