EcoSphere Technologies Inc. (fka ESPHQ)

[Recognizer]

Management believes that the Proposed EES Licensing Transaction will provide revenue sufficient to maintain operations for at least
the next two years. There can be no assurances that the Transaction will close. If we are unable to close the Proposed EES Licensing
Transaction, we will need to raise $1.5 million to meet our working capital and debt service needs in order to remain operation al for the next 12
months. In addition, In order to secure material new EES business, Ecosphere will need up to $7.5 million to build new Ecosphere Ozonix®
equipment.
In addition, the Company is working to identify potential investors for its Ecosphere Explorations and Mining Services subsidiary to
apply the Ecosphere Ozonix® technology to the non-energy related mining industry.