ESWW Environmental Solutions Worldwide Inc New (CE)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, to the best knowledge of the Company, as of December 31, 2012, certain information with respect to (1) beneficial owners of more than five percent (5%) of the outstanding Common Stock, (2) beneficial ownership of shares of Common Stock by each director and named executive, (3) beneficial ownership of shares of Common Stock by all directors and officers as a group.

Unless otherwise noted, all shares are beneficially owned and the sole voting and investment power is held by the persons/entities indicated.

Calculations are based upon the aggregate of all shares of Common Stock issued and outstanding as of December 31, 2012 in addition to shares issuable upon exercise of options currently exercisable or becoming exercisable within 60 days and which are held by the individuals named on the table.

(1) Calculated on the basis of 224,098,447 shares of Common Stock outstanding plus, in the case of any person with the right to acquire beneficial ownership of shares of Common Stock within 60 days of December 31, 2012, the number of such shares.

(2) Includes 41,667 shares of restricted Common Stock, also includes 8,229,938 shares of restricted Common Stock granted for services rendered, of which 4,114,696 shares were issued on the date of grant (December 7, 2012) and the balance of 4,114,696 shares will be issued on February 28, 2013.

(3) Includes 300,000 shares of restricted Common Stock and options to purchase 50,000 shares of Common Stock at $0.27 per share expiring August 6, 2013 also includes stock grants of 50,000 shares of restricted Common Stock vesting on December 31, 2013.

(4) Includes 300,000 shares of restricted Common Stock, also includes stock grants of 50,000 shares of restricted Common Stock vesting on December 31, 2013.

(5) Includes 141,667 shares of restricted Common Stock, also includes stock grants of 50,000 shares of restricted Common Stock vesting on December 31, 2013.

(6) Mr. Benjamin Black is a beneficiary of the Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black (the “Benjamin Trust”) and the Black Family 1997 Trust (the “1997 Trust”). John J. Hannan is the trustee of the Benjamin Trust and the 1997 Trust and has the sole voting, investment and dispositive power with respect to the shares held by the Benjamin Trust and the 1997 Trust. Mr. Benjamin Black disclaims any beneficial ownership of the shares of Common Stock held by the Benjamin Trust and the 1997 Trust.

Includes 141,667 shares of restricted Common Stock, also includes stock grants of 50,000 shares of restricted Common Stock vesting on December 31, 2013.

(7) Mr. Joshua Black is a beneficiary of the Leon D. Black Trust UAD 11/30/92 FBO Joshua Black (the “Joshua Trust”) and the 1997 Trust. John J. Hannan is the trustee of the Joshua Trust and the 1997 Trust and has the sole voting, investment and dispositive power with respect to the shares held by the Joshua Trust and the 1997 Trust. Mr. Joshua Black disclaims any beneficial ownership of the shares of Common Stock held by the Joshua Trust and the 1997 Trust.

Includes 141,667 shares of restricted Common Stock, also includes stock grants of 50,000 shares of restricted Common Stock vesting on December 31, 2013.

(8) Includes 141,667 shares of restricted Common Stock, also includes stock grants of 50,000 shares of restricted Common Stock vesting on December 31, 2013.

(9) Includes 2,275,834 shares of Common Stock directly owned by John J. Hannan, also includes stock grants of 50,000 shares of restricted Common Stock vesting on December 31, 2013. As the trustee of each of the 1997 Trust, the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black (the “Alexander Trust”), the Leon D. Black Trust UAD 11/30/92 FBO Victoria Black (the “Victoria Trust”), the Benjamin Trust and the Joshua Trust, Mr. Hannan is the beneficial owner of an additional 70,285,195 shares of Common Stock.

(10) Includes 246,050 shares of Common Stock.

(11) Includes 900 shares of Common Stock.

(12) Includes 30,645,399 shares of Common Stock directly beneficially owned by the 1997 Trust. John J. Hannan is the trustee of the 1997 Trust and has the sole voting, investment and dispositive power with respect to shares of Common Stock held by the 1997 Trust.

(13) Includes 12,622,980 shares of Common Stock directly owned by Mr. Leon Black.

(14) Includes 9,909,949 shares of Common Stock directly beneficially owned by the Alexander Trust. John J. Hannan is the trustee of the Alexander Trust and has the sole voting, investment and dispositive power with respect to the shares of Common Stock held by the Alexander Trust.

(15) Includes 9,909,949 shares of Common Stock directly beneficially owned by the Benjamin Trust. John J. Hannan is the trustee of the Benjamin Trust and has the sole voting, investment and dispositive power with respect to the shares of Common Stock held by the Benjamin Trust.

 (16) Includes 9,909,949 shares of Common Stock directly beneficially owned by the Joshua Trust. John J. Hannan is the trustee of the Joshua Trust and has the sole voting, investment and dispositive power with respect to the shares of Common Stock held by the Joshua Trust.

(17) Includes 9,909,949 shares of Common Stock directly beneficially owned by the Victoria Trust. John J. Hannan is the trustee of the Victoria Trust and has the sole voting, investment and dispositive power with respect to the shares of Common Stock held by the Victoria Trust.

(18) Includes 2,134,167 shares of Common Stock directly owned by Richard S. Ressler. Richard Ressler is the President of Orchard Capital Corporation, the Manager of Orchard Investments LLC.

(19) Includes 17,270,553 shares of Common Stock directly owned by Orchard Investments, LLC (“Orchard”).

(20) The aggregate amount of Common Stock beneficially owned by Mr. Bengt Odner, a former director of the Company, is represented by 1,412,205 shares of Common Stock and 50,000 shares of Common Stock underlying stock options that may be exercised. In addition to the direct ownership listed herein, Mr. Odner has indirect beneficial ownership of 34,587,795 shares by way of Sedam Limited, a corporation organized under the laws of Cyprus, which is controlled by a trust of which Mr. Bengt Odner is the sole beneficiary.

(21) Includes 13,350,205 shares of Common Stock directly owned by Financial Trust Co. Inc.

Changes in Control

We are not currently party to any arrangements which may at a subsequent date result in a change in control.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Company since the beginning of 2012, nor any associate of any such director or executive officer has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split Proposal and the Stock Plan Proposal, other than their interests in the Reverse Stock Split Proposal as shareholders and their interests in the Stock Plan Proposal as employees or directors, as the case may be.  It should be noted that, due to the treatment of fractional shares and elimination of shareholders holding fewer than 2,000 shares of Common Stock, the proportionate share voting power of each director and executive officer that holds at least 2,000 shares of our Common Stock will increase, subject to the treatment of fractional shares with respect to any such director or executive officer.

FORWARD-LOOKING STATEMENTS

This Consent Statement includes forward-looking statements. You can identify our forward-looking statements by the words “expects,” “projects,” “believes,” “anticipates,” “intends,” plans,” “predicts,” “estimates” and similar expressions.

The forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecast in the forward-looking statements.

You should rely only on the information the Company has provided in this Consent Statement. The Company has not authorized any person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Consent Statement is accurate as of any date other than the date on the front of the document.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy and information statements and other information with the Commission. You can read and copy any materials that the Company files with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission also maintains a Web site that contains information we file electronically with the Commission, which you can access over the Internet at www.sec.gov.

You should rely only on the information contained in, or incorporated by reference as an exhibit to, this Consent Statement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this Consent Statement is accurate as of any date other than January 24, 2013, or such earlier date as is expressly set forth herein.

EXHIBIT A

FORM OF
ARTICLES OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

STATE OF FLORIDA

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

Environmental Solutions Worldwide, Inc., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), in accordance with the provisions of Section 607.1006 of the Florida Business Corporation Act (the “FBCA”) thereof, hereby certifies:

First: Article IV of the Articles of Incorporation is hereby amended by adding the following paragraph to the end thereof:

Upon the filing and effectiveness pursuant to the FBCA of the articles of amendment adding this paragraph to Article IV of the Articles of Incorporation, as amended (the “Reverse Stock Split Effective Time”), each two thousand (2000) shares of common stock, par value $0.001 per share, of the Corporation (“Common Stock”) issued and outstanding immediately prior to the Reverse Stock Split Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no fractional shares shall be issued to any holder and that in lieu of issuing any such fractional shares, the Corporation shall pay cash equal to the number of shares of Common Stock held by any such holder immediately prior to the Reverse Stock Split that were not combined into whole shares of Common Stock upon consummation of the Reverse Stock Split, multiplied by the fair market value of one pre-Reverse Stock Split share (equal to the higher of (i) the average daily closing price per share of the Common Stock on the OTCQB for the twenty (20) trading days immediately before and including the effective date of the Reverse Stock Split and (ii) $0.04).  Each certificate that immediately prior to the Reverse Stock Split Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

Second: The only voting group entitled to vote on the amendments contained in these Articles of Amendment was the holders of shares of Corporation’s Common Stock. The number of vote cast for the amendments above by the shareholders was sufficient for their approval.

Third: These Articles of Amendment were duly adopted by the shareholders on [•] , 2013.

IN WITNESS WHEREOF , the Corporation has caused Articles of Amendment to the Articles of Incorporation of the Corporation to be signed by the undersigned, Mark Yung, an authorized officer, and the undersigned has executed these Articles of Amendment and affirms the foregoing as true and under penalty of perjury this ___ day of ________, 2013.

By:         _______________________________
               Mark Yung, Executive Chairman

EXHIBIT B

FAIRNESS OPINION OF UHY  ADVISORS MI, INC.

December 3, 2012

The Special Committee of the
Board of Directors of
Environmental Solutions Worldwide, Inc.
c/o Mark Yung, Chairman
200 Progress Drive
Montgomerville, PA 18936

Dear Special Committee Members:

The Special Committee (the “Special Committee” or “you”) of the Board of Directors of Environmental Solutions Worldwide, Inc. (“ESW” or the “Company”) has requested UHY Advisors MI, Inc. (“UHY” or “we”) to render an opinion (the “Opinion”) with respect to the fairness, from a financial point of view, to the selling ESW shareholders of the cash consideration (the “Consideration”) to be received by certain ESW shareholders in connection with ESW’s proposed repurchase of fractional shares of ESW common stock (the “Repurchase”) resulting from a 2000-1 reverse stock split of ESW’s common stock (the “Stock Split”, and with the Repurchase collectively, the “Transaction”). We understand the Company plans to finally determine the Consideration to be paid for the fractional shares based on the average daily closing price per share of ESW’s common stock on the OTCQB market where ESW’s shares are traded for the five trading days immediately before and including the effective date of the Stock Split, and that ESW will use existing cash resources to effectuate the Transaction.  For purposes of rendering this Opinion, we have assumed, with your approval, that the Consideration to be paid will equal $.04 per pre-split share of ESW common stock.

Background to the Transaction and this Opinion

We understand that prior to the Transaction, ESW will have only common stock outstanding or issuable and there are approximately 230 million shares of ESW common stock outstanding or expected to be authorized, vested, and issued pursuant to the proposed 2012 Stock Plan, prior to the Transaction.  There are also options to purchase common stock with various expiration dates with strike prices significantly greater than the existing market prices, but that no other offering or sale of ESW’s common stock is planned or contemplated.  We also understand that the number of shares expected to be Repurchased is less than 5 million, and that the final number will be based on the ownership as of the effective date of the Stock Split.  We also understand that as of September 30, 2012 approximately 58% of ESW shares are held by officers and directors of ESW and their respective affiliates, and another shareholder owns slightly more than 5% of ESW’s common stock (collectively, the “Control Group”); that additional shares are expected to be issued to members of the Control Group under the proposed 2012 Stock Plan; and that as a result of the Transaction, the Control Group’s ownership of ESW’s common stock is expected to increase by not more than 2% of ESW’s total outstanding common stock.

Our Opinion addresses only the fairness, from a financial point of view, of the assumed price of $.04 in the Repurchase.  We have not been requested to opine as to, and our Opinion does not in any manner address: (i) the underlying business decision of the Board of Directors, the Special Committee, the Company or its stockholders or any other party to proceed with the Transaction, the Stock Split or any other matters; (ii) the merits of the Transaction relative to any alternative business strategies that may exist for the Company or the effect of any other transactions in which the Company might have engaged; (iii) the terms of any agreements or documents related to, or the form or any portion or aspect of, the Transaction, except as specifically set forth herein; (iv) the fairness of any portion or aspect of the Transaction to the Company or to the holders of any class of securities, creditors or other constituencies of the company, except as specifically set forth herein; or (v) the solvency, creditworthiness or fair value of the Company. under any applicable laws relating to bankruptcy, insolvency or similar matters either before or after the Transaction. 

Further, our Opinion is not intended to, and does not, constitute a recommendation to any member of the Special Committee or any third party as to how they should vote or proceed in regard to the Transaction.  The Opinion and the accompanying presentation provided to you are only to be utilized by the Special Committee as one factor to consider in the process of analyzing the Transaction.  Moreover, we were not engaged to recommend, and we did not recommend, how the Consideration would be determined.  The Opinion is solely from a financial point of view and does not cover the procedural fairness of the Transaction or other possible measures of fairness.  Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice.

In connection with our analysis, we have made such reviews, analyses, and inquiries as we have deemed necessary and appropriate under the circumstances.  The principal sources of information used in performing our analysis included, but were not limited to:

ESW’s Form 10-K as filed with the SEC for the years ended December 31, 2007 through 2011 (which included audited financial statements for each year);

ESW’s Form 10-Q as filed with the SEC for the period ended June 30, 2012;

ESW’s Form 10-Q as filed with the SEC for the period ended September 30, 2012;

ESW’s internally prepared unaudited financial statements for the nine-month periods ended September 30, 2011 and 2012;

ESW’s 2010 and 2011 Form 1120 U.S. Income Tax Return;

ESW’s internally prepared budget for the year ending December 31, 2013;

ESW’s internally prepared capital expenditure plan for 2013;

ESW’s internally prepared plan, including incremental cost and capital expenditure requirements, for its testing business;

Internally prepared customer lists and sales detail;

A review of tables summarizing ESW’s capitalization, including outstanding warrants, derivatives, and restricted stock grants, with the exception of a complete derivative securities provisions review;

ESW management’s 2 ^nd Quarter 2012 presentation to the Board of Directors dated August 8, 2012;

Draft of the Consent Solicitation Agreement dated August 3, 2012 regarding the Transaction;

Letter of Representation signed by Mark Yung and Praveen Nair regarding the future prospects and risks of ESW;

Information obtained from ESW’s website;

Discussions with ESW’s management concerning its business, industry, history, as well as ESW’s current and future prospects in the emissions control market and testing market;

Limited information on ESW’s sales prospects and backlog

Limited information on ESW’s existing lawsuit with E. Global Solutions

A review of publicly available financial data of certain publicly traded companies that we deemed relevant;

A review of available information regarding certain merger and acquisition transactions that we deemed relevant; and

Other such financial studies, analyses, investigations, research, and consideration of other information, facts and data as we deemed necessary or appropriate.

Our Opinion assumes that the assets, liabilities, financial condition, and prospects of ESW as of the date of this letter have not changed materially since the date of the most recent financial information provided to us.  We did not assume any responsibility to perform, and did not perform, an independent evaluation, physical inspection or appraisal of any of the assets or liabilities (contingent or actual) of ESW nor did we undertake any analysis of any potential or actual litigation, regulatory action, possible unasserted claims or contingent rights or liabilities to which ESW is or may be a party or otherwise subject to.  In rendering our Opinion, we have assumed and relied upon the accuracy and completeness of all financial and other information that was publicly available, furnished by ESW, or otherwise reviewed by or discussed with us without independent verification of such information.  ESW has represented and warranted that all information provided or otherwise made available to us is true, complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading.  We have assumed, with your consent and without independent verification, that the financial forecasts and projections, provided to us have been reasonably prepared and based upon reasonable assumptions and reflect the best currently available estimate of the expected future competitive, operating and regulatory environments and financial results of ESW, and we have relied upon such projections in arriving at our Opinion.  We have not been engaged to assess the reasonableness or achievability of such forecasts and projections or the assumptions upon which they were based, and we express no view as to the forecasts, projections, or assumptions.  We have also assumed that the Transaction will be consummated in a timely manner and in accordance with applicable corporate law.

Our Opinion is necessarily based on business, economic, market, and other conditions as they exist and can be evaluated by us at the date of this letter.  It should be noted that although subsequent developments may affect this Opinion, we do not have any obligation to update, revise or reaffirm our Opinion or to otherwise comment on or consider events occurring after the date of this Opinion.  We reserve the right, however, to withdraw, revise, or modify our Opinion based upon additional information that may be provided to or obtained by us after the issuance of the Opinion that suggests, in our judgment, a material change in the assumptions upon which our Opinion is based.

We will receive a fee for our services; however, no portion of the fee is contingent upon the consummation of the Transaction or the conclusions reached in the Opinion and we do not in any manner warrant or predict results or final developments in this matter.  Further, none of our employees who worked on this engagement has any known financial interest in the assets or equity of ESW or the outcome of our engagement.  In addition, ESW has agreed to indemnify us for certain liabilities arising out of our engagement.  We have not previously provided financial advisory services, accounting, tax or other services to ESW.

Our opinion is issued only to you and may not be relied upon by any other person (including, without limitation, any stockholder) or used for any other purpose.  Our opinion may not be quoted or referred to, in whole or in part, filed with, or furnished or disclosed to any other party, or used for any other purpose, without our prior written consent

Opinion Process and Selected Considerations

The preparation of a fairness opinion is a complete process that involves the application of subjective business judgments in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the

particular circumstances.  UHY did not form a conclusion as to whether any individual analysis, when considered independently of the other analyses conducted by UHY, supported or failed to support our Opinion as to the fairness of the Transaction from a financial point of view.  UHY believes that the analyses must be considered in their entirety, and that selecting portions of the analyses or the factors considered, without considering all analyses and factors together, could create an imperfect view of the processes underlying the analyses performed by UHY in connection with the preparation of the Opinion.

The following is a summary of the principal financial analyses performed by UHY to arrive at our Opinion.

Discounted Cash Flow .  A Discounted Cash Flow analysis establishes the value of a company whose asset base is determined to consist primarily of intangible assets, through the capitalization of free cash flows anticipated to be generated by the company.  The procedure requires calculating the net present value of the projected cash flow provided to us by ESW discounted by a risk-adjusted rate of return over the anticipated economic life of the investment, with further adjustment for certain balance sheet items, including excess working capital, interest-bearing debt, and tax benefits not already included in the projected cash flows.

  Comparable Sales .  This analysis establishes value through a comparative analysis of publically available information about sales of similar companies (or stock interests) active in similar industry sectors.  The approach compares ratios of income statement, balance sheet and cash flow quantities versus known public valuations and extrapolates the subject company’s value from said ratios.  We considered the publically available information as to comparable sales to be very limited.

  Historic Trading Price .  ESW’s daily stock price in the OTCQB market reflects an assessment of value. We considered the trend over time and the current stock price, recognizing that transactions in this market generally represent small, non-controlling interests in ESW, that the stock is thinly traded, and that the price to be paid under the Transaction will be based on this market.  We also considered liquidity-related costs associated with this market and/or reflected in the freely traded price.

  Net Book Value .  This analysis values ESW common stock based upon the net book value of ESW’s assets, less its liabilities as reflected on its financial statements.

We also considered, among other, the following factors to be particularly relevant to our overall conclusion.

1)      Attainment of the company’s forecasts will require significant improvement from historic results, and ESW’s future underperformance relative to those forecasts would further reduce UHY’s valuation conclusions, a key aspect of our overall conclusion on the financial fairness of the Transaction.

2)      The Company has no history of generating profits, and cash flows from operations have generally been negative historically.

3)      Under the terms of the Transaction, selling shareholders avoid significant liquidity-related costs (in percentage terms) which would otherwise be incurred to monetize their pre-Transaction investment in ESW.

4)      Selling shareholders may retain non-fractional shares, and all shareholders have the ability to purchase additional ESW shares before or after the Transaction in the event they wish to maintain their financial exposure to ESW’s stock.

5)      The number of shares likely to be acquired via the Transaction represents a small fraction of ESW’s total outstanding shares and will not create a new control group or materially change the ownership structure.

6)      ESW has significant Net Operating Losses (NOLs) for tax purposes, the material value of which can be realized only by the future production of profits.

7)      The value and use of NOLs is dependent on the Internal Revenue Code; we have assumed the existing treatment afforded NOLs under the Code will remain consistent in future years.

      A significant portion of ESW’s historic revenue was reliant on the availability of federal and state funds (and

       regulation) to fund the purchase of its emission control products. There is significant pressure to reduce

government spending at both federal and state levels, and California (a key market for ESW’s products) is facing particularly high financial pressures.  Future changes in the appropriated funding to support emission control devices, and to enforce regulations associated with emissions, are likely to have a significant impact on ESW’s future sales.  This inherent risk in ESW’s business cannot be precisely measured.

8)      Actual market demand for emission control devices similar to those sold by ESW has been significantly lower than the levels forecasted by industry participants (including MECA [Manufacturers of Emissions Controls Association].)

Conclusion

Based upon and subject to the foregoing, it is our opinion that as of the date of this Opinion, that the Consideration of a $0.04/share amount to be paid in the Transaction is fair, from a financial point of view, to the ESW stockholders whose shares are being repurchased.

Very truly yours,

/S/ UHY ADVISORS MI, INC.

UHY ADVISORS MI, INC.

EXHIBIT C

FLORIDA APPRAISAL RIGHTS STATUTES

EXHIBIT C

FLORIDA APPRAISAL RIGHTS STATUTES

607.1301 Appraisal rights; definitions. --The following definitions apply to ss. 607.1302 -607.1333:

(1) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of s. 607.1302 (2)(d), a person is deemed to be an affiliate of its senior executives.

(2) "Beneficial shareholder" means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf.

(3) "Corporation" means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in ss. 607.1322 -607.1333, includes the surviving entity in a merger.

(4) "Fair value" means the value of the corporation's shares determined:

(a) Immediately before the effectuation of the corporate action to which the shareholder objects.

(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable to the corporation and its remaining shareholders.

(c) For a corporation with 10 or fewer shareholders, without discounting for lack of marketability or minority status.

(5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.

(6) "Preferred shares" means a class or series of shares the holders of which have preference over any other class or series with respect to distributions.

(7) "Record shareholder" means the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.

(8) "Senior executive" means the chief executive officer, chief operating officer, chief financial officer, or anyone in charge of a principal business unit or function.

(9) "Shareholder" means both a record shareholder and a beneficial shareholder.

History. --s. 118, ch. 89-154; s. 21, ch. 2003-283; s. 2, ch. 2005-267.

607.1302 Right of shareholders to appraisal. --

(1) A shareholder of a domestic corporation is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions:

(a) Consummation of a conversion of such corporation pursuant to s. 607.1112 if shareholder approval is required for the conversion and the shareholder is entitled to vote on the conversion under ss. 607.1103 and 607.1112 (6), or the consummation of a merger to which such corporation is a party if shareholder approval is required for the merger under s. 607.1103 and the shareholder is entitled to vote on the merger or if such corporation is a subsidiary and the merger is governed by s. 607.1104 ;

(b) Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;

(c) Consummation of a disposition of assets pursuant to s. 607.1202 if the shareholder is entitled to vote on the disposition, including a sale in dissolution but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within 1 year after the date of sale;

(d) An amendment of the articles of incorporation with respect to the class or series of shares which reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;

(e) Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors, except that no bylaw or board resolution providing for appraisal rights may be amended or otherwise altered except by shareholder approval; or

(f) With regard to a class of shares prescribed in the articles of incorporation prior to October 1, 2003, including any shares within that class subsequently authorized by amendment, any amendment of the articles of incorporation if the shareholder is entitled to vote on the amendment and if such amendment would adversely affect such shareholder by:

1. Altering or abolishing any preemptive rights attached to any of his or her shares;

2. Altering or abolishing the voting rights pertaining to any of his or her shares, except as such rights may be affected by the voting rights of new shares then being authorized of any existing or new class or series of shares;

3. Effecting an exchange, cancellation, or reclassification of any of his or her shares, when such exchange, cancellation, or reclassification would alter or abolish the shareholder's voting rights or alter his or her percentage of equity in the corporation, or effecting a reduction or cancellation of accrued dividends or other arrearages in respect to such shares;

4. Reducing the stated redemption price of any of the shareholder's redeemable shares, altering or abolishing any provision relating to any sinking fund for the redemption or purchase of any of his or her shares, or making any of his or her shares subject to redemption when they are not otherwise redeemable;

5. Making noncumulative, in whole or in part, dividends of any of the shareholder's preferred shares which had theretofore been cumulative;

6. Reducing the stated dividend preference of any of the shareholder's preferred shares; or

7. Reducing any stated preferential amount payable on any of the shareholder's preferred shares upon voluntary or involuntary liquidation.

(2) Notwithstanding subsection (1), the availability of appraisal rights under paragraphs (1)(a), (b), (c), and (d) shall be limited in accordance with the following provisions:

(a) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:

1. Listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or

2. Not so listed or designated, but has at least 2,000 shareholders and the outstanding shares of such class or series have a market value of at least $10 million, exclusive of the value of such shares held by its subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10 percent of such shares.

(b) The applicability of paragraph (a) shall be determined as of:

1. The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or

2. If there will be no meeting of shareholders, the close of business on the day on which the board of directors adopts the resolution recommending such corporate action.

(c) Paragraph (a) shall not be applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in paragraph (a) at the time the corporate action becomes effective.

 (d) Paragraph (a) shall not be applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares if:

1. Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to the corporate action by a person, or by an affiliate of a person, who:

a. Is, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, the beneficial owner of 20 percent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares having voting power if such offer was made within 1 year prior to the corporate action requiring appraisal rights for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; or

b. Directly or indirectly has, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporation of the corporate action requiring appraisal rights had, the power, contractually or otherwise, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or

2. Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to such corporate action by a person, or by an affiliate of a person, who is, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

a. Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;

b. Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in s. 607.0832; or

c. In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.

(e) For the purposes of paragraph (d) only, the term "beneficial owner" means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares, provided that a member of a national securities exchange shall not be deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because such member is the recordholder of such securities if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of such agreement, of all voting shares of the corporation beneficially owned by any member of the group.

 (3) Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within 1 year of that date if such action would otherwise afford appraisal rights.

(4) A shareholder entitled to appraisal rights under this chapter may not challenge a completed corporate action for which appraisal rights are available unless such corporate action:

(a) Was not effectuated in accordance with the applicable provisions of this section or the corporation's articles of incorporation, bylaws, or board of directors' resolution authorizing the corporate action; or

(b) Was procured as a result of fraud or material misrepresentation.

History. --s. 119, ch. 89-154; s. 5, ch. 94-327; s. 31, ch. 97-102; s. 22, ch. 2003-283; s. 1, ch. 2004-378; s. 3, ch. 2005-267.

607.1303 Assertion of rights by nominees and beneficial owners. --

(1) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.

(2) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:

(a) Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in s. 607.1322 (2)(b)2.

(b) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

History. --s. 23, ch. 2003-283.

607.1320 Notice of appraisal rights. --

(1) If proposed corporate action described in s. 607.1302 (1) is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of ss. 607.1301 -607.1333 must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

(2) In a merger pursuant to s. 607.1104, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within 10 days after the corporate action became effective and include the materials described in s. 607.1322.

(3) If the proposed corporate action described in s. 607.1302 (1) is to be approved other than by a shareholders' meeting, the notice referred to in subsection (1) must be sent to all shareholders at the time that consents are first solicited pursuant to s. 607.0704, whether or not consents are solicited from all shareholders, and include the materials described in s. 607.1322.

History. --s. 120, ch. 89-154; s. 35, ch. 93-281; s. 32, ch. 97-102; s. 24, ch. 2003-283.

607.1321 Notice of intent to demand payment. --

(1) If proposed corporate action requiring appraisal rights under s. 607.1302 is submitted to a vote at a shareholders' meeting, or is submitted to a shareholder pursuant to a consent vote under s. 607.0704, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(a) Must deliver to the corporation before the vote is taken, or within 20 days after receiving the notice pursuant to s. 607.1320 (3) if action is to be taken without a shareholder meeting, written notice of the shareholder's intent to demand payment if the proposed action is effectuated.

(b) Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

(2) A shareholder who does not satisfy the requirements of subsection (1) is not entitled to payment under this chapter.

History. --s. 25, ch. 2003-283; s. 7, ch. 2004-378.

607.1322 Appraisal notice and form. --

(1) If proposed corporate action requiring appraisal rights under s. 607.1302 (1) becomes effective, the corporation must deliver a written appraisal notice and form required by paragraph (2)(a) to all shareholders who satisfied the requirements of s. 607.1321. In the case of a merger under s. 607.1104, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

 (2) The appraisal notice must be sent no earlier than the date the corporate action became effective and no later than 10 days after such date and must:

(a) Supply a form that specifies the date that the corporate action became effective and that provides for the shareholder to state:

1. The shareholder's name and address.

2. The number, classes, and series of shares as to which the shareholder asserts appraisal rights.

3. That the shareholder did not vote for the transaction.

4. Whether the shareholder accepts the corporation's offer as stated in subparagraph (b)4.

5. If the offer is not accepted, the shareholder's estimated fair value of the shares and a demand for payment of the shareholder's estimated value plus interest.

(b) State:

1. Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph 2.

2. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection (1) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.

3. The corporation's estimate of the fair value of the shares.

4. An offer to each shareholder who is entitled to appraisal rights to pay the corporation's estimate of fair value set forth in subparagraph 3.

5. That, if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subparagraph 2., the number of shareholders who return the forms by the specified date and the total number of shares owned by them.

6. The date by which the notice to withdraw under s. 607.1323 must be received, which date must be within 20 days after the date specified in subparagraph 2.

 (c) Be accompanied by:

1. Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of the fiscal year ending not more than 15 months prior to the date of the corporation's appraisal notice, an income statement for that year, a cash flow statement for that year, and the latest available interim financial statements, if any.

2. A copy of ss. 607.1301 -607.1333.

History. --s. 26, ch. 2003-283.

607.1323 Perfection of rights; right to withdraw. --

(1) A shareholder who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 607.1322 (1) and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 607.1322 (2)(b)2. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (2).

(2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to s. 607.1322 (2)(b)6. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

(3) A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates if required, each by the date set forth in the notice described in subsection (2), shall not be entitled to payment under this chapter.

History. --s. 27, ch. 2003-283.

607.1324 Shareholder's acceptance of corporation's offer. --

(1) If the shareholder states on the form provided in s. 607.1322 (1) that the shareholder accepts the offer of the corporation to pay the corporation's estimated fair value for the shares, the corporation shall make such payment to the shareholder within 90 days after the corporation's receipt of the form from the shareholder.

(2) Upon payment of the agreed value, the shareholder shall cease to have any interest in the shares.

History. --s. 28, ch. 2003-283.

607.1326 Procedure if shareholder is dissatisfied with offer. --

(1) A shareholder who is dissatisfied with the corporation's offer as set forth pursuant to s. 607.1322 (2)(b)4. must notify the corporation on the form provided pursuant to s. 607.1322 (1) of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest.

 (2) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (1) within the timeframe set forth in s. 607.1322 (2)(b)2. waives the right to demand payment under this section and shall be entitled only to the payment offered by the corporation pursuant to s. 607.1322 (2)(b)4.

History. --s. 29, ch. 2003-283.

607.1330 Court action. --

(1) If a shareholder makes demand for payment under s. 607.1326 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, any shareholder who has made a demand pursuant to s. 607.1326 may commence the proceeding in the name of the corporation.

(2) The proceeding shall be commenced in the appropriate court of the county in which the corporation's principal office, or, if none, its registered office, in this state is located. If the corporation is a foreign corporation without a registered office in this state, the proceeding shall be commenced in the county in this state in which the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.

(3) All shareholders, whether or not residents of this state, whose demands remain unsettled shall be made parties to the proceeding as in an action against their shares. The corporation shall serve a copy of the initial pleading in such proceeding upon each shareholder party who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident shareholder party by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. If it so elects, the court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to the order. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.

(5) Each shareholder made a party to the proceeding is entitled to judgment for the amount of the fair value of such shareholder's shares, plus interest, as found by the court.

(6) The corporation shall pay each such shareholder the amount found to be due within 10 days after final determination of the proceedings. Upon payment of the judgment, the shareholder shall cease to have any interest in the shares.

History. --s. 2, ch. 2004-378.

607.1331 Court costs and counsel fees. --

(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with ss. 607.1320 and 607.1322 ; or

(b) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(3) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.

(4) To the extent the corporation fails to make a required payment pursuant to s. 607.1324, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.

History. --s. 30, ch. 2003-283; s. 98, ch. 2004-5.

607.1332 Disposition of acquired shares . --Shares acquired by a corporation pursuant to payment of the agreed value thereof or pursuant to payment of the judgment entered therefor, as provided in this chapter, may be held and disposed of by such corporation as authorized but unissued shares of the corporation, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange otherwise provides. The shares of the surviving corporation into which the shares of such shareholders demanding appraisal rights would have been converted had they assented to the merger shall have the status of authorized but unissued shares of the surviving corporation.

History. --s. 31, ch. 2003-283.

607.1333 Limitation on corporate payment. --

(1) No payment shall be made to a shareholder seeking appraisal rights if, at the time of payment, the corporation is unable to meet the distribution standards of s. 607.06401. In such event, the shareholder shall, at the shareholder's option:

(a) Withdraw his or her notice of intent to assert appraisal rights, which shall in such event be deemed withdrawn with the consent of the corporation; or

(b) Retain his or her status as a claimant against the corporation and, if it is liquidated, be subordinated to the rights of creditors of the corporation, but have rights superior to the shareholders not asserting appraisal rights, and if it is not liquidated, retain his or her right to be paid for the shares, which right the corporation shall be obliged to satisfy when the restrictions of this section do not apply.

(2) The shareholder shall exercise the option under paragraph (1)(a) or paragraph (b) by written notice filed with the corporation within 30 days after the corporation has given written notice that the payment for shares cannot be made because of the restrictions of this section. If the shareholder fails to exercise the option, the shareholder shall be deemed to have withdrawn his or her notice of intent to assert appraisal rights.

History. --s. 32, ch. 2003-283.

EXHIBIT D

appraisal form

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

200 Progress Drive

Montgomeryville, PA  18936

APPRAISAL FORM 

            It is understood that a reverse stock split is to be effected by Environmental Solutions Worldwide, Inc. (the "Company") as described in the Consent Solicitation Statement, dated [        ], 2013 (the "Consent Solicitation Statement"), sent by the Company to its shareholders (the "Reverse Stock Split").  Pursuant to the terms of the Reverse Stock Split, shareholders owning a number of shares of common stock, par value $0.001, of the Company (the "Common Stock") not evenly divisible by 2,000 will receive cash in lieu of fractional shares in an amount equal to the number of shares of Common Stock held by any such holder immediately prior to the Reverse Stock Split that were not combined into whole shares of Common Stock upon consummation of the Reverse Stock Split, multiplied by the higher of (i) the average daily closing price per share of the Common Stock on the OTCQB for the twenty trading days immediately before and including the Effective Date of the Reverse Stock Split and (ii) $0.04 per share (the "Fractional Share Price").  It is anticipated that the Effective Date of the Reverse Stock Split will be [          ], 2013.

The undersigned shareholder (the “Shareholder”) is providing this appraisal form in connection with the Reverse Stock Split to assert such Shareholder’s appraisal rights pursuant to Section 607.1322 of the Florida Business Corporation Act with respect to the receipt of cash in lieu of fractional shares.

Name of Shareholder:                                                                                        

Address of Shareholder:                                                                                     

Number of Shares of Common Stock held by Shareholder before giving effect to the Reverse Stock Split:

            The Shareholder acknowledges that he, she or it did not consent to the Reverse Stock Split. 

The Company has offered to pay the Shareholder the Fractional Share Price per share for each share of Common Stock owned by the Shareholder before giving effect to the Reverse Stock Split.  The Shareholder hereby:

                              Rejects the offer

                              Accepts the offer

If the offer above is rejected, the Shareholder estimates the fair value of the shares of the Company to be $__________ per share, and demands payment of $_______ per share as payment of the Shareholder’s estimated value, plus interest.

If the shares of Common Stock are held in certificated form, the certificates must be delivered with this Appraisal Form to the Company.  The Shareholder acknowledges that he, she or it:

                Holds the shares of Common Stock in certificated form and has enclosed such certificates with this Appraisal Form.

                Does not hold the shares of Common Stock in certificated form and has not enclosed any certificates with this Appraisal Form.

This Appraisal Form and certificates, if any, must be delivered to the Company at the address provided above, Attention:  Praveen Nair, Chief Financial Officer, on or before [               ], 2013 or the Shareholder will have waived his, her or its appraisal rights set forth in the Consent Solicitation Statement.

                                                                                    Shareholder

                                                                                    By:                                                                     

                                                                                    Print Name:                                                        

                                                                                    Date:                                                                 

EXHIBIT E

audited Financial statements for the year ended december 31, 2011

The accompanying notes are an integral part of these consolidated financial statements.

2

The accompanying notes are an integral part of these consolidated financial statements.