AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2008 • Basin Water, Inc. • Water supply • Delaware
This Amended and Restated Indemnification Agreement (“Agreement”) is made as of , by and between Basin Water, Inc., a Delaware corporation (the “Company”), and [Name of Officer/Director] (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2008 • Basin Water, Inc. • Water supply • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Basin Water, Inc., a Delaware corporation (the “Company”), and Scott B. Hamilton (“Executive”), and shall be effective as of December 16, 2008 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2006 • Basin Water, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 14, 2005, by and among Basin Water, Inc., a California corporation (the “Company”), and the undersigned holders of Warrants (“Warrants”) to purchase up to an aggregate of One Million (1,000,000) shares of Common Stock, (the “Warrant Shares”).
Mr. Scott LaGrange December 23, 2005 Shaw Environmental and Infrastructure, Inc.Definitive Purchase Agreement • May 10th, 2006 • Basin Water, Inc. • Water supply • California
This letter sets forth the mutual understanding between Shaw Environmental and Infrastructure, Inc. (“Buyer”) and Basin Water, Inc. (“Seller”), with respect to the sale and purchase of certain Basin Water ion exchange units totaling $5 million.
ASSIGNMENT AND AMENDMENT AGREEMENTAssignment and Amendment Agreement • January 10th, 2008 • Basin Water, Inc. • Water supply • California
This Assignment and Amendment Agreement (the “Agreement”) is entered into as of December 21, 2007, by and among Basin Water Resources, Inc., a Delaware corporation (“BWRI”), and Empire Water Corporation, a Nevada corporation (“Empire”), Indian Hills Water Conservation Corporation, a California corporation (“IHWCC”), West Riverside Canal Company, a California corporation (“West Riverside”), West Riverside 350 Inch Water Company, a California corporation (“350IWC,” and together with West Riverside, the “Water Companies”), Henry C. Cox II, an individual (“Cox”) and John L. West, an individual (“West,” and together with IHWCC and Cox, the “Seller Parties”). BWRI, Empire, the Water Companies and the Seller Parties are sometimes referred to herein individually as a “party” or together as the “parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in that certain Stock and Asset Purchase Agreement, dated as of May 10, 2007, by and among BWRI
AGREEMENT AND PLAN OF MERGER BY AND AMONG BASIN WATER, INC., BW ACQUISITION MERGER SUB, INC., BASIN WATER – MPT, INC., MOBILE PROCESS TECHNOLOGY, CO., THE STOCKHOLDERS LISTED ON SCHEDULE A HERETO, AND THE STOCKHOLDERS’ REPRESENTATIVE AUGUST 31, 2007Agreement and Plan of Merger • September 6th, 2007 • Basin Water, Inc. • Water supply • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) entered into this 31st day of August 2007 by and among Basin Water, Inc., a Delaware corporation (the “Parent”), BW Acquisition Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Basin Water—MPT, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“NewCo,” and together with Merger Sub and Parent, the “Parent Parties”), the Stockholders listed on Schedule A hereto (together the “Stockholders”), Mobile Process Technology, Co., an Arkansas corporation (the “Company”), and the Stockholders’ Representative (as defined in Section 3.09 hereof). Parent, Merger Sub, NewCo, Stockholders, Stockholders’ Representative and the Company are referred to collectively herein as the “Parties.”
National Arsenic Sales Agreement December 9, 2005National Arsenic Sales Agreement • May 10th, 2006 • Basin Water, Inc. • Water supply • California
This National Arsenic Sales Agreement (the Agreement) is entered into by and between Shaw Environmental, Inc., a Louisiana corporation with an office at 3347 Michelson Drive, Suite 200, Irvine, CA 92612 (“Shaw”) and Basin Water Inc., a California corporation with an office at 8731 Prestige Court, Rancho Cucamonga, CA 91730 (“Basin”). Each of Shaw and Basin may be individually referred to as a “Party” and collectively referred to as the “Parties” in this Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 10th, 2008 • Basin Water, Inc. • Water supply • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 21, 2007 (“Effective Date”), by and between (a) BASIN WATER RESOURCES, INC., a Delaware corporation (together with any assignee thereof, the “Purchaser”), and (b) EMPIRE WATER CORPORATION, a Nevada corporation (the “Company”), and Mr. Alfred Nutt, an individual (“Nutt” or “Stockholder”, and together with the Company, the “Seller”). Purchaser and Seller are sometimes referred to herein individually as a “party” or together as the “parties.”
AGREEMENT TO SELL AND PURCHASEAgreement to Sell and Purchase • February 10th, 2009 • Basin Water, Inc. • Water supply • California
THIS AGREEMENT TO SELL AND PURCHASE (this “Purchase Agreement”) made as of the 14th of September 2007 and effective as of June 30, 2007, by and between Basin Water, Inc., a Delaware corporation (hereinafter called “Seller”), and VL Capital LLC, a Delaware limited liability company (hereinafter called “Purchaser”).
PROMISSORY NOTEPromissory Note • February 13th, 2006 • Basin Water, Inc. • California
AMENDED AND RESTATED VOTING TRUST AGREEMENTVoting Trust Agreement • February 13th, 2006 • Basin Water, Inc.
THIS VOTING TRUST AGREEMENT (“Agreement”) entered into and effective this 20th day of September, 2005, is made by and between Lorna Jensen, a shareholder of Basin Water, Inc., a California Corporation (the “Shareholder”), and Peter L. Jensen (the “Trustee”) (Shareholder and Trustee sometimes hereinafter are referred to collectively as the “Parties”), with respect to the following facts:
STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • January 7th, 2008 • Basin Water, Inc. • Water supply • California
This Stock and Asset Purchase Agreement (the “Agreement”) is entered into as of May 9, 2007, by and among Basin Water Resources, Inc., a Delaware corporation (together with any assignee or designee thereof, the “Purchaser”), on the one hand, and Indian Hills Water Conservation Corporation, a California corporation (“IHWCC”), West Riverside Canal Company, a California corporation (“West Riverside”), West Riverside 350 Inch Water Company, a California corporation (“350IWC,” and together with West Riverside, the “Water Companies”), Henry C. Cox II, an individual (“Cox”) and John L. West, an individual (“West,” and together with IHWCC and Cox, the “Seller Parties”), on the other hand. Purchaser, the Water Companies and the Seller Parties are sometimes referred to herein individually as a “party” or together as the “parties.”
ASSET PURCHASE AGREEMENT Dated as of September 18, 2008 by and among BASIN WATER, INC., SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC., SHAW ENVIRONMENTAL, INC. and ENVIROGEN, INC.Asset Purchase Agreement • September 22nd, 2008 • Basin Water, Inc. • Water supply • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of this 18th day of September, 2008 is made and entered into by and among Shaw Environmental & Infrastructure, Inc., a Louisiana corporation (“Shaw E&I”), Shaw Environmental, Inc., a Louisiana corporation (“Shaw Environmental”), Envirogen, Inc., a Delaware corporation (“Envirogen,” and, together with Shaw E&I and Shaw Environmental, the “Sellers”), and Basin Water, Inc., a Delaware corporation (the “Purchaser”). Each of the Sellers on one hand and the Purchaser on the other hand are sometimes referred to herein as a “Party” and collectively as the “Parties”. Certain capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in Section 7.1.
WARRANT TO PURCHASE COMMON STOCK OF BASIN WATER, INC. VOID AFTERBasin Water, Inc. • February 13th, 2006 • California
This Warrant is issued to BWCA I, LLC, a Delaware limited liability company or its registered assigns (“Holder”) by Basin Water, Inc., a California corporation (the “Company”), on , 200 (the “Warrant Issue Date”). This Warrant is issued pursuant to the terms of that certain Business Loan Agreement dated as of the date hereof (the “Loan Agreement”) by and between the Holder and the Company.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 17th, 2007 • Basin Water, Inc. • Water supply • Tennessee
This Non-Competition and Non-Solicitation Agreement (“Agreement”), dated as of September 14 2007, is executed and delivered by [ ] (“[Stockholder/Employee]”), to Basin Water, Inc., a Delaware corporation (“Parent”), and is made contemporaneously with the merger of BW Acquisition Merger Sub, Inc., a Delaware corporation (“Merger Sub”) with and into Mobile Process Technology, Co., an Arkansas corporation (the “Company”) with the Company as the surviving corporation (“Intermediate Surviving Corporation”) and the merger of the Intermediate Surviving Corporation into Basin Water – MPT, Inc., a Delaware corporation (“Newco”), with Newco as the surviving corporation, pursuant to that certain Agreement and Plan of Merger dated as of August 31, 2007 (the “Merger Agreement”) by and among the Company, Parent, Merger Sub, Newco, the Stockholders (as defined therein) and the Stockholders’ Representative (as defined therein). Capitalized terms used herein without definition shall have the meanings a
ContractBasin Water, Inc. • February 13th, 2006 • New York
This Note is subject to the Amended and Restated Subordination and Intercreditor Agreement, among the Holder, BWCA I, LLC and the other parties thereto, under which this Note and the Issuer’s obligations hereunder are subordinated in the manner set forth therein to the prior payment of certain obligations to the holder of Senior Indebtedness as defined therein.
EMPLOYMENT TRANSITION AND CONSULTING AGREEMENTEmployment Transition and Consulting Agreement • February 25th, 2008 • Basin Water, Inc. • Water supply • California
This Employment Transition and Consulting Agreement (this “Agreement”) is entered into between Peter L. Jensen, an individual (“Executive”), and Basin Water, Inc., (the “Company”), effective as of the Effective Date (as defined below).
LEASE AGREEMENTLease Agreement • September 17th, 2007 • Basin Water, Inc. • Water supply • Tennessee
This Lease Agreement (the “Lease”) is made as of the 14th day of September, 2007, by and between Craft Real Property, LLC, a Tennessee limited liability company (the “Landlord”) and Basin Water – MPT, Inc., a Delaware corporation (the “Tenant”).
HAND DELIVERED October 13, 2008 Mr. Thomas C. Tekulve c/o Basin Water, Inc.Letter Agreement • October 14th, 2008 • Basin Water, Inc. • Water supply • California
ContractPurchase Agreement • February 13th, 2006 • Basin Water, Inc. • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS WARRANT OR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.
FIRST AMENDMENT TO STANDARD AIR INDUSTRIAL COMMERCIAL SINGLE-TENANT LEASE - GROSSBasin Water, Inc. • February 13th, 2006 • California
THIS FIRST AMENDMENT TO STANDARD AIR INDUSTRIAL COMMERCIAL SINGLE-TENANT LEASE - GROSS (“Amendment”) is dated for reference purposes only, this 4th day of August 2004, by and between WHITE OAK, LLC, a California limited liability company (herein called “Lessor”) and BASIN WATER, INC., a California corporation (herein called “Lessee”).
OMNIBUS AMENDMENT TO BUSINESS LOAN AGREEMENT AND WARRANTS DATED OCTOBER 3, 2003, APRIL 30, 2004, OCTOBER 26, 2004 AND FEBRUARY 10, 2006Business Loan Agreement • August 14th, 2007 • Basin Water, Inc. • Water supply • New York
This Omnibus Amendment (this “Amendment”) to the Business Loan Agreement, dated as of July 1, 2003 (the “Loan Agreement”), by and between BWCA I, LLC (“BWCA”) and Basin Water, Inc. (“Basin Water”) and the Warrants dated October 3, 2003, April 30, 2004, October 26, 2004 and February 10, 2006 to purchase a total of 767,450 shares of common stock, par value $0.001 per share (“Common Stock”), of Basin Water (the “Warrants” and together with the Loan Agreement, the “Agreements”) is made as of August 13, 2007, by and between BWCA and Basin Water. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Loan Agreement or the Warrants, as applicable.
ESCROW AGREEMENTEscrow Agreement • September 17th, 2007 • Basin Water, Inc. • Water supply • California
THIS ESCROW AGREEMENT (this “Agreement”) dated as of September 14, 2007 by and among Basin Water, Inc., a Delaware corporation (“Buyer”), Mobile Process Technology, Co., an Arkansas corporation (the “Company”) and Frank S. Craft, as the “Stockholders’ Representative” (as such term is defined below) on behalf of the Stockholders (as defined in the Merger Agreement (as such term is defined below)) and Computershare Trust Company, N.A. (together with its successors and assigns, the “Escrow Agent”).
BIOLOGICAL MATERIALS SALES AGREEMENTSales Agreement • September 22nd, 2008 • Basin Water, Inc. • Water supply • Delaware
THIS SALES AGREEMENT (“Agreement”) is entered into on September 18, 2008, by and between Shaw Environmental, Inc., a Louisiana corporation (“Shaw”), and Basin Water, Inc. a Delaware corporation (“Basin”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2006 • Basin Water, Inc. • California
This Second Amendment to Employment Agreement (“Second Amendment”), dated as of June 27, 2005 (“Second Amendment Effective Date”), is made by and between Basin Water, Inc., a California corporation (“Company”), and Tom Tekulve (“Employee”) (the Company and Employee sometimes hereinafter are referred to collectively as the “Parties” and individually as a “Party”), with respect to the following facts:
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • February 13th, 2006 • Basin Water, Inc. • California
SUBORDINATED NOTE WITH WARRANTS PURCHASE AGREEMENT Dated as of February 10, 2006 between Basin Water, Inc., as Issuer - and - Aqua America, Inc.Warrants Purchase Agreement • February 13th, 2006 • Basin Water, Inc. • New York
THIS SUBORDINATED NOTE WITH WARRANTS PURCHASE AGREEMENT (this “Agreement”), dated as of February 10, 2006, is by and among Basin Water, Inc., a California corporation with its principal place of business at 8731 Prestige Court, Rancho Cucamonga, California 91730 (the “Issuer”) and Aqua America, Inc., a Pennsylvania corporation with its principal place of business at 762 West Lancaster Avenue, Bryn Mawr, Pennsylvania 19010-3489 (“Aqua”). Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in Article I.
SECOND AMENDMENT TO STANDARD AIR INDUSTRIAL COMMERCIAL SINGLE-TENANT LEASE - GROSSBasin Water, Inc. • March 27th, 2006 • Water supply • California
THIS SECOND AMENDMENT TO STANDARD AIR INDUSTRIAL COMMERCIAL SINGLE-TENANT LEASE - GROSS (“Amendment”) is dated for reference purposes only, this 15th day of February 2006, by and between WHITE OAK, LLC, a California limited liability company (herein called “Lessor”) and BASIN WATER, INC., a California corporation (herein called “Lessee”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • February 10th, 2009 • Basin Water, Inc. • Water supply • California
THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (the “Agreement”), entered into as of the 5th day of February, 2009 (“Effective Date”), by and between Basin Water, Inc., a Delaware corporation (“Basin Water”), BionBasin, Inc., a Delaware corporation (“BION”), Opus Trust, Inc., a Nevis corporation (“Opus Trust”), and Martin A. Benowitz, individually and as Trustee of the Martin A. Benowitz Qualified Profit Sharing Plan (the “Plan”) (Martin A. Benowitz individually and in his role as trustee of the Plan sometimes hereinafter are referred to collectively as “Benowitz”), is made with respect to the following facts:
ContractBasin Water, Inc. • February 13th, 2006 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS WARRANT OR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTTo Asset Purchase Agreement • September 3rd, 2009 • Basin Water, Inc. • Water supply • Delaware
This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (the “Amendment”) is made and effective as of August 28, 2009, by and among Basin Water, Inc., a Delaware corporation (“Basin Water”), Basin Water-MPT, Inc., a Delaware corporation and a direct wholly owned subsidiary of Basin Water (together with Basin Water, collectively “Sellers”), Amplio Filtration Holdings, Inc., a Delaware corporation (“Buyer”), and Envirogen Technologies, Inc., a Delaware corporation.
ALLIANCE AGREEMENTAlliance Agreement • March 17th, 2008 • Basin Water, Inc. • Water supply • Delaware
This alliance agreement (this “Agreement”) dated as of this 14th day of November 2007 (the “Effective Date”), between Rohm and Haas Chemicals LLC, a limited liability company organized under the laws of Delaware, with offices at 100 Independence Mall West, Philadelphia, Pennsylvania 19106 (“RandH”) and Basin Water Inc., a corporation organized under the laws of Delaware, with offices at 8731 Prestige Court, Rancho Cucamonga, CA 91730 (“BW”) (each a “Party” and collectively, the “Parties”).
TERM LOAN AGREEMENTTerm Loan Agreement • February 10th, 2009 • Basin Water, Inc. • Water supply • California
This TERM LOAN AGREEMENT dated this day of September, 2007 and effective as of June 30, 2007, between VL Capital LLC, a Delaware limited liability company (herein after referred to as the “Borrower”) and Basin Water, Inc., a Delaware corporation (hereinafter referred to as the “Lender”), and in consideration of the terms and conditions set forth below, the parties hereto hereby agree as follows:
ContractSubordination and Intercreditor Agreement • February 13th, 2006 • Basin Water, Inc. • New York
This Note is subject to the Subordination and Intercreditor Agreement, dated as of , 200 , among the Issuer, the Holder, BWCA I, LLC and the other parties thereto, under which this Note and the Issuer’s obligations hereunder are subordinated in the manner set forth therein to the prior payment of certain obligations to the holder of Senior Indebtedness as defined therein.
SUBORDINATED NOTE WITH WARRANTS PURCHASE AGREEMENT Dated as of October 14, 2005 between Basin Water, Inc., as Issuer - and - The Co-Investment 2000 Fund, L.P. and the other parties identified herein, as the Purchasers.Warrants Purchase Agreement • February 13th, 2006 • Basin Water, Inc. • New York
THIS SUBORDINATED NOTE WITH WARRANTS PURCHASE AGREEMENT (this “Agreement”), dated as of October 14, 2005, is by and among Basin Water, Inc., a California corporation with its principal place of business at 8731 Prestige Court, Rancho Cucamonga, California 91730 (the “Issuer”), The Co-Investment 2000 Fund, L.P., a Delaware limited partnership with its principal place of business at Five Radnor Corporate Center, Suite 555, 100 Matsonford Road, Radnor, Pennsylvania 19087 (“Co-Investment 2000”), and the other parties identified on Schedule I attached hereto. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in Article I.
