Energy Recovery, Inc. 14,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • June 18th, 2008 • Energy Recovery, Inc. • Special industry machinery, nec • New York
Energy Recovery, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 8,000,000 shares of common stock, $0.001 par value (“Common Stock”) of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters 6,000,000 shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company proposes to grant to the Underwriters an option to purchase up to 2,100,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters l
EXECUTIVE EMPLOYEE AGREEMENTExecutive Employee Agreement • April 1st, 2008 • Energy Recovery, Inc. • California
This EXECUTIVE EMPLOYEE AGREEMENT (the “Agreement”) is made and entered into as of March 1, 2006, by and between Energy Recovery Inc., a Delaware corporation, with its principal offices at 1908 Doolittle Drive, San Leandro, CA 94577 (the “Company”), and G. G. Pique, an individual (the “Executive”).
ENERGY RECOVERY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2008 • Energy Recovery, Inc. • Special industry machinery, nec • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between Energy Recovery, Inc., a Delaware corporation (the “Company”), and ”Indemnitee”).
ContractEnergy Recovery, Inc. • August 27th, 2018 • Special industry machinery, nec
August 24, 2018 Nocair Bensalah 1717 Doolittle Drive San Leandro, CA 94577 Re: Executive Employment Agreement Dear Nocair: On behalf of Energy Recovery Inc. (“ERI”) or (“Company”), I am pleased to offer you additional protection in the event you are terminated for convenience (as defined below) as part of your continued executive employment with ERI, subject to the following terms and conditions. Employment Status. Your employment with the Company remains “at will,” meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause or prior notice. Any contrary representations which may have been made to you are superseded by this letter. In addition, although your job duties, title, compensation, benefits, as well as the Company’s personnel policies and procedures, may change in the future in the Company’s discretion, the “at will” nature of your employment may not be changed except by written agreement signed by
EXECUTIVE EMPLOYEE AGREEMENTExecutive Employee Agreement • April 1st, 2008 • Energy Recovery, Inc. • California
This EXECUTIVE EMPLOYEE AGREEMENT (the “Agreement”) is made and entered into as of November 1, 2007, by and between Energy Recovery Inc., a Delaware corporation, with its principal offices at 1908 Doolittle Drive, San Leandro, CA 94577 (the “Company”), and Thomas Willardson, an individual (the “Executive”).
AMENDMENT TO EXECUTIVE EMPLOYEE AGREEMENT DATED February 25, 2008Executive Employee Agreement • April 1st, 2008 • Energy Recovery, Inc.
This AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT dated July 1, 2006 (“Amendment”) is made as of July 1, 2008 (“Amendment Effective Date”) by and between Energy Recovery Inc., a Delaware corporation, with its principal offices at 1908 Doolittle Drive, San Leandro, CA 94577 (the “Company”) and Richard Stover, an individual {the “Executive”) (together, the “Parties”).
FOURTH MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2009 • Energy Recovery, Inc. • Special industry machinery, nec
This Fourth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between ENERGY RECOVERY, INC. (“Borrower”) and COMERICA BANK (“Bank”) as of December 23, 2008, at San Jose, California.
FIRST AMENDMENT TO LOAN AND PLEDGE AGREEMENTLoan and Pledge Agreement • May 4th, 2017 • Energy Recovery, Inc. • Special industry machinery, nec
This FIRST AMENDMENT TO LOAN AND PLEDGE AGREEMENT (this “Amendment”) is dated as of March 17, 2017 (“First Amendment Date”) by and between (i) ENERGY RECOVERY, INC., a Delaware corporation (“Borrower”), and (ii) CITIBANK, N.A., a national banking association (“Citibank” or “Lender”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • November 19th, 2019 • Energy Recovery, Inc. • Special industry machinery, nec • California
This Settlement Agreement and Release (hereinafter “Release”) is freely entered into by Chris Gannon (“Gannon”) and Energy Recovery, Inc. (“Company”). Although Gannon is not entitled to severance under his May 4, 2018 Offer of Promotion “in the event that you voluntarily resign (other than under the circumstances described in the Change in Control Severance Plan) or are terminated by ERI for Cause”, Gannon and the Company wish to enter into this Release in exchange for the commitments set forth below following Gannon's voluntary resignation effective, November 1, 2019.
AMENDMENT TO LEASELease • April 1st, 2008 • Energy Recovery, Inc.
THIS AMENDMENT TO LEASE, being entered into this 3rd day of October, 2005, between 2101 Williams Associates, LLC, a California limited liability company, hereinafter called Lessor, and Energy Recovery, Inc., a Delaware corporation (ERI), hereinafter called Lessee, covering the premises commonly referred to as 1908 Doolittle Drive, San Leandro, California.
AMENDMENT TO EXECUTIVE EMPLOYEE AGREEMENT DATED February 25, 2008Executive Employee Agreement • April 1st, 2008 • Energy Recovery, Inc.
This AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT dated July 1, 2006 (“Amendment”) is made as of July 1, 2008 (“Amendment Effective Date”) by and between Energy Recovery Inc., a Delaware corporation, with its principal offices at 1908 Doolittle Drive, San Leandro, CA 94577 (the “Company”) and Terrill Sandlin, an individual (the “Executive”) (together, the “Parties”).
SETTLEMENT AND MUTUAL GENERAL RELEASE AGREEMENTSettlement and Mutual General Release Agreement • May 13th, 2015 • Energy Recovery, Inc. • Special industry machinery, nec • California
This Settlement and Mutual General Release Agreement (“Agreement”) is entered into by and between Morgan Technical Ceramics Auburn, Inc. and Morgan Advanced Ceramics, Inc. (collectively “Morgan”), on the one hand, and Energy Recovery, Inc. (“ERI”) (collectively, the "Parties"):
AMENDMENT TO EXECUTIVE EMPLOYEE AGREEMENT DATED February 25, 2008Executive Employee Agreement • April 1st, 2008 • Energy Recovery, Inc.
This AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT dated July 1, 2006 (“Amendment”) is made as of July 1, 2008 (“Amendment Effective Date”) by and between Energy Recovery Inc., a Delaware corporation, with its principal offices at 1908 Doolittle Drive, San Leandro, CA 94577 (the “Company”) and MariaElena Ross, an individual (the “Executive”) (together, the “Parties”).
FIRST AMENDMENT TO MODIFIED INDUSTRIAL GROSS LEASEIndustrial Gross Lease • August 7th, 2009 • Energy Recovery, Inc. • Special industry machinery, nec
THIS FIRST AMENDMENT TO MODIFIED INDUSTRIAL GROSS LEASE (this “Amendment”) is made as of May 28, 2009, by and between DOOLITTLE WILLIAMS, LLC, a California limited liability company (“Landlord”), and ENERGY RECOVERY, INC., a Delaware corporation (“Tenant”).
Subject: Resignation, Transition and Separation AgreementSeparation Agreement • April 16th, 2015 • Energy Recovery, Inc. • Special industry machinery, nec • California
This correspondence serves as confirmation of your notice of resignation as Energy Recovery Inc.’s (“Energy Recovery” or the “Company”) Chief Marketing Officer, effective April 10, 2015 (the “Separation Date”).
Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange Commission. SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTAlternative Dispute Resolution Agreement • March 15th, 2010 • Energy Recovery, Inc. • Special industry machinery, nec • California
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of December 21, 2009, by and between Citibank, N.A. (“Lender”) and Energy Recovery, Inc., a Delaware corporation (“ERI”), and CFE Acquisition Corporation, a Delaware corporation to be renamed “Pump Engineering, Inc.” upon consummation of the Merger (defined below) (“Pump Engineering” and jointly and severally with ERI, the “Borrower”), with respect to the Loan and Security Agreement between ERI and Lender dated as of January 7, 2009 (as amended and modified through but excluding the date hereof, the “Agreement”).
ContractLoan and Security Agreement • June 9th, 2008 • Energy Recovery, Inc. • Special industry machinery, nec
This Second Modification to Loan and Security Agreement (this “Modification”) is entered into by and between ENERGY RECOVERY, INC. (“Borrower”) and COMERICA BANK (“Bank”) as of May 29, 2008, at San Jose, California.
GENERAL RELEASEGeneral Release • March 25th, 2020 • Energy Recovery, Inc. • Special industry machinery, nec • California
For purposes of this Agreement, it is agreed that “Employer” includes Energy Recovery, Inc. and any corporations related to or affiliated with Energy Recovery, Inc., whether as a parent, subsidiary or an affiliate and their successors and assigns. The word “Employer” also includes the owners, officers, directors, managers, trustees, agents, attorneys, and contractors of Energy Recovery, Inc., or any related or affiliated corporations.
FIRST MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2008 • Energy Recovery, Inc. • Special industry machinery, nec
This First Modification to Loan and Security Agreement (this “Modification”) is entered into by and between ENERGY RECOVERY, INC. (“Borrower”) and COMERICA BANK (“Bank”) as of March 27, 2008, at San Jose, California.
LOAN AND PLEDGE AGREEMENT between ENERGY RECOVERY, INC. as Borrower, and CITIBANK, N.A. as Lender, Dated as of January 27, 2017Loan and Pledge Agreement • March 10th, 2017 • Energy Recovery, Inc. • Special industry machinery, nec • New York
THIS LOAN AND PLEDGE AGREEMENT is dated as of January [27], 2017 (the “Closing Date”) by and between (i) ENERGY RECOVERY, INC., a Delaware corporation (“Borrower”), and (ii) CITIBANK, N.A., a national banking association (“Citibank” or “Lender”).
WAGE STRUCTURE CHANGE AGREEMENT In Madrid on December 30, 2009Wage Structure Change Agreement • May 7th, 2010 • Energy Recovery, Inc. • Special industry machinery, nec
On one hand Ms. Maria Elena Ross, NIE X-8039895-S, as the legal representative of the company Energy Recovery Iberia, S.L. (hereinafter “ERI”) with CIF B-84798347 and registered in Ctra Barajas 24 — 28108 Alcobendas (Madrid)
CONSULTING AGREEMENTConsulting Agreement • January 13th, 2015 • Energy Recovery, Inc. • Special industry machinery, nec • California
THIS AGREEMENT is made effective as of April 1, 2015 by and between Energy Recovery Inc. a Delaware corporation having its principal place of business located in San Leandro California 94577 (“Company”) and Thomas S. Rooney, Jr., an individual residing in California (“Consultant”).
LOAN AGREEMENTLoan Agreement • June 11th, 2012 • Energy Recovery, Inc. • Special industry machinery, nec • California
THIRD AMENDMENT TO LEASELease • April 1st, 2008 • Energy Recovery, Inc.
THIS THIRD AMENDMENT TO LEASE, being entered into this 26th day of September, 2006, between 2101 Williams Associates, LLC, a California limited liability company, hereinafter called Lessor, and Energy Recovery, Inc., a Delaware corporation (ERI), hereinafter called Lessee, covering the premises commonly referred to as 1908 Doolittle Drive, San Leandro, California.
SIXTH AMENDMENT TO LOAN AND PLEDGE AGREEMENTLoan and Pledge Agreement • August 2nd, 2019 • Energy Recovery, Inc. • Special industry machinery, nec • New York
Reference is made to that certain Loan and Pledge Agreement dated as of January 27, 2017 (as amended, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Loan and Pledge Agreement”) between Energy Recovery, Inc., as borrower (the “Borrower”), and Citibank, N.A., as lender (the “Lender”). Capitalized terms used herein but not defined shall have the meaning assigned to such terms in the Loan and Pledge Agreement.
AGREEMENT DATE OBLIGOR # NOTE # March 27, 2008 CREDIT LIMIT INTEREST RATE OFFICER NO./INITIALS $9,000,000 Base Rate or LlBOR plus 2.75%Loan and Security Agreement • May 12th, 2008 • Energy Recovery, Inc. • Special industry machinery, nec • California
THIS AGREEMENT is entered into on March 27, 2008, between COMERICA BANK (“Bank”) as secured party, whose Western Division headquarters office is 333 West Santa Clara Street, San Jose, California and the undersigned (“Borrower”), whose sole place of business (if it has only one), chief executive office (if it has more than one place of business) or residence (if an individual) is located at the address set forth below its name on the signature page to this Agreement. The parties agree as follows:
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • April 1st, 2008 • Energy Recovery, Inc.
This Independent Contractor Agreement (“Agreement”) is entered into as of January 23, 2008, by and between Darby Engineering, LLC (“Independent Contractor”) and Energy Recovery, Inc., a Delaware corporation (“Company”).
1717 DOOLITTLE DRIVE 2250 WILLIAMS STREET MODIFIED INDUSTRIAL GROSS LEASEEnergy Recovery, Inc. • March 27th, 2009 • Special industry machinery, nec • Delaware
THIS LEASE (“Lease”), dated as of November 25, 2008 (the “Effective Date”), is made by and between DOOLITTLE WILLIAMS, LLC, a California limited liability company (“Landlord”), and ENERGY RECOVERY, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO LOAN AND PLEDGE AGREEMENTLoan and Pledge Agreement • November 1st, 2018 • Energy Recovery, Inc. • Special industry machinery, nec • New York
Reference is made to that certain Loan and Pledge Agreement dated as of January 27, 2017 (as amended, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Loan and Pledge Agreement”) between Energy Recovery, Inc., as borrower (the “Borrower”), and Citibank, N.A., as lender (the “Lender”). Capitalized terms used herein but not defined shall have the meaning assigned to such terms in the Loan and Pledge Agreement.
THIRD MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2008 • Energy Recovery, Inc. • Special industry machinery, nec
This Third Modification to Loan and Security Agreement (this “Modification”) is entered into by and between ENERGY RECOVERY, INC. (“Borrower”) and COMERICA BANK (“Bank”) as of September 18, 2008, at San Jose, California.
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 27th, 2009 • Energy Recovery, Inc. • Special industry machinery, nec
This Third Amendment to the Executive Employment Agreement of G.G. Pique (“Third Amendment”) is made as of December 31, 2008 (“Third Amendment Effective Date”) by and between Energy Recovery, Inc., a Delaware corporation, with its principal offices at 1908 Doolittle Drive, San Leandro, CA 94577 (the “Company” and G.G. Pique, an individual (the “Executive”) ( together, the “Parties”) in order to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations promulgated thereunder, as amended.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2010 • Energy Recovery, Inc. • Special industry machinery, nec
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of May 28, 2010, by and between Citibank, N.A. (“Lender”) and Energy Recovery, Inc., a Delaware corporation (“ERI”), and Pump Engineering, Inc., a Delaware corporation (“Pump Engineering” and jointly and severally with ERI, the “Borrower”), with respect to the Loan and Security Agreement between ERI and Lender dated as of January 7, 2009 (as amended and modified through but excluding the date hereof, the “Agreement”).
AMENDMENT TO THOMAS S. ROONEY, JR. EMPLOYMENT AGREEMENT OF FEBRUARY 14, 2011Employment Agreement • January 13th, 2015 • Energy Recovery, Inc. • Special industry machinery, nec
WHEREAS Energy Recovery, Inc. (“ERI” or “Company”) is committed to highly innovative technology specifically designed for the oil and gas industry;
AMENDMENT TO EXECUTIVE EMPLOYEE AGREEMENT DATED MARCH 1, 2006Executive Employee Agreement • April 1st, 2008 • Energy Recovery, Inc.
This AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT (dated March 1, 2006) (“Amendment”) is made as of January 1, 2008 (“Amendment Effective Date”) by and between Energy Recovery Inc., a Delaware corporation, with its principal offices at 1908 Doolittle Drive, San Leandro, CA 94577 (the “Company”) and G. G. Pique, an individual (the “Executive”) (together, the “Parties”).
LICENSE AGREEMENT By And Between ERI Energy Recovery Ireland Ltd. And Schlumberger Technology Corporation October 14, 2015 NOTE: Certain Confidential Information in this document (indicated by [*]) has been omitted and filed separately with the...License Agreement • March 4th, 2016 • Energy Recovery, Inc. • Special industry machinery, nec • England and Wales
This LICENSE AGREEMENT (this “Agreement”) is made and entered into as of October 14, 2015 (“Effective Date”), by and between ERI Energy Recovery Ireland Ltd., a Republic of Ireland Corporation having a place of business at Block B, The Crescent Building, Northwood, Santry, Dublin 9, Ireland (“Energy Recovery”), and Schlumberger Technology Corporation, a corporation organized under the laws of the State of Texas (“SLB”) (Energy Recovery and SLB are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
