EcoSphere Technologies Inc. (fka ESPHQ)

[Recognizer]

Our officers, directors and one employee own approximately 10,500,000 shares of our common stock or 7.4% of the shares actually
outstanding. By including shares of common stock which are issuable upon exercise of outstanding options held by them, they beneficially
own approximately 38,000,000 shares or 22.5%. If all of our equity equivalents outstanding as of December 31, 2010 were exercised, we would
have 215,175,042 shares outstanding. For that reason, a third party could obtain control of Ecosphere and change the direction of our business.