374Water Inc. Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT PARTIES
Incentive Stock Option Agreement • April 21st, 1998 • Vyrex Corp • Pharmaceutical preparations • California
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W I T N E S S E T H:
Securities Purchase Agreement • November 20th, 1997 • Vyrex Corp • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSM
374Water Inc. • December 22nd, 2022 • Motors & generators • New York
NONSTATUTORY STOCK OPTION AGREEMENT PARTIES
Nonstatutory Stock Option Agreement • April 21st, 1998 • Vyrex Corp • Pharmaceutical preparations • California
EXHIBIT 4.3
Registration Rights Agreement • November 20th, 1997 • Vyrex Corp • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT
Employment Agreement • August 22nd, 2011 • Powerverde, Inc. • Motors & generators • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 15th day of June, 2011 (the “Effective Date”), and is by and between POWERVERDE, INC., a Delaware corporation (the “Company”), and MARK P. PRINZ, an individual (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 23rd, 2023 • 374Water Inc. • Motors & generators • North Carolina

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 16th day of June, 2023 (the “Effective Date”), and is by and between 374WATER INC., a Delaware corporation (the “Company”), and ISRAEL DAVID ABITBOL, an individual (the “Employee”).

AGREEMENT AND PLAN OF MERGER among POWERVERDE INC., 374WATER ACQUISITION CORP. and 374WATER, INC. April 16, 2021
Agreement and Plan of Merger • April 22nd, 2021 • Powerverde, Inc. • Motors & generators

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 16, 2021, by and among POWERVERDE INC., a Delaware corporation (“Parent”), 374WATER ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Corp.”), and 374WATER, INC., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 21st, 2005 • Vyrex Corp • Pharmaceutical preparations • Nevada

THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) dated as of October 17, 2005, is made and entered into by and between Vyrex Corporation, a Nevada corporation (the “Parent”) and Vyrex (Delaware) Corporation, a Delaware corporation (the “Subsidiary”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 16th, 2020 • Powerverde, Inc. • Motors & generators • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of September, 2020 (the “Effective Date”), and is by and between POWERVERDE, INC., a Delaware corporation (the “Company”), and Richard H. Davis, an individual (the “Employee”).

BOARD OF DIRECTORS AGREEMENT
Board of Directors Agreement • June 16th, 2022 • 374Water Inc. • Motors & generators • Delaware

This Board of Directors Agreement (this “Agreement”), is effective as of June 13, 2022 is between 374Water Inc., a Delaware corporation, having a principal place of business at 701 W. Main Street, Suite 410, Durham, NC 27701 (“374Water” or “Company”), and _______________, an individual, with a principal address at ________________________(“Director”).

EXHIBIT 10.5
Vyrex Corp • January 14th, 1998 • Pharmaceutical preparations
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 1st, 2022 • 374Water Inc. • Motors & generators

This First Amendment to Employee Agreement (the “First Amendment”) is entered into as of January 26, 2022 (the “Effective Date”) by and among 374WATER INC., a Delaware corporation (the “Company”) and YAACOV NAGAR (the “Employee”).

MARKET AWARENESS CONSULTING AGREEMENT
Market Awareness Consulting Agreement • November 17th, 2009 • Powerverde, Inc. • Motors & generators • California

This Consulting Agreement (this “Agreement”) is entered into as of October 20, 2009, by and between PowerVerde, Inc. (the “Company”), and Del Mar Corporate Consulting, LLC (the “Consultant”).

AGREEMENT
Agreement • February 9th, 2012 • Powerverde, Inc. • Motors & generators • Florida

THIS AGREEMENT (this “Agreement”), dated as of February 3, 2012, is by and between POWERVERDE, INC., a Delaware corporation (“PowerVerde”), and NEWTON INVESTMENTS BV, a Dutch corporation based in Leeuwarden, Netherlands (“Newton”). The foregoing parties are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • November 14th, 2019 • Powerverde, Inc. • Motors & generators

THIS MEMORANDUM OF UNDERSTANDING (MOU) is dated as of November 06, 2019, between PowerVerde Inc., a Delaware corporation (“PV”) and 374Water Inc., a Delaware corporation (“374”).

LICENSE AGREEMENT
License Agreement • July 8th, 2016 • Powerverde, Inc. • Motors & generators • Delaware

THIS AGREEMENT (the “Agreement”), dated as of the 1st day of June, 2016 (the “Effective Date”), is by and between PowerVerde, Inc., a Delaware corporation (“PWVI”), and Helidyne LLC, a Utah limited liability company (“Helidyne”).

CONTRACTED CONSULTING SERVICES AGREEMENT
Contracted Consulting Services Agreement • April 7th, 2011 • Powerverde, Inc. • Motors & generators • Arizona

This Agreement is made effective as of 02/01/2011, by and between PowerVerde, Inc. of 35th St, Glendale, AZ 85310 and PowerVerde Consulting Services, Inc. of 19130 59th Dr NE, Arlington, WA 98223.

SECURITY AGREEMENT
Security Agreement • May 16th, 2013 • Powerverde, Inc. • Motors & generators • Florida

THIS SECURITY AGREEMENT (the “Security Agreement”) is entered into as of the 31st day of December, 2012, by and between (i) POWERVERDE INC., a Delaware corporation with its principal office located at 420 S. Dixie Highway, Suite 4B, Coral Gables, Florida 33146 (the “Debtor”) and (ii) the investors listed on the signature page of this Agreement (the “Investors”) acting through Edward C. Gomez as their agent for purposes of this Agreement (the “Agent”), having an address of 6527 Seward Park Avenue S., Seattle, Washington 98118 (“Secured Party”).

LICENSE AGREEMENT
License Agreement • September 30th, 2011 • Powerverde, Inc. • Motors & generators • Florida

THIS AGREEMENT (the “Agreement”), dated the 29th day of September, 2011 (the “Effective Date”), is by and between PowerVerde, Inc., a Delaware corporation (“PWVI”), and Newton Investments B.V., a Dutch corporation (“Newton”).

Intellectual Property Transfer Agreement
Intellectual Property Transfer Agreement • April 15th, 2009 • Powerverde, Inc. • Motors & generators • California

This is an agreement between PowerVerde, Inc., hereinafter “PV”, a public corporation with its principal office at Phoenix, AZ, and Edward C. Gomez, hereinafter “Gomez”, an individual, residing at Benicia, CA, regarding the transfer of ownership of certain patents and other intellectual property owned by the Vyrex Corporation prior to merger and name change to PowerVerde, Inc. Gomez may assign this agreement to any entity controlled by him at transfer.

AGREEMENT AND PLAN OF MERGER among VYREX CORPORATION, VYREX ACQUISITION CORPORATION and POWERVERDE, INC. February 11, 2008
Agreement and Plan of Merger • February 12th, 2008 • Vyrex Corp • Pharmaceutical preparations

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 11, 2008, by and among VYREX CORPORATION, a Delaware corporation (“Parent”), VYREX ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Corp.”), and POWERVERDE, INC., a Delaware corporation (the “Company”).

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COLLABORATION AGREEMENT
Collaboration Agreement • February 8th, 2001 • Vyrex Corp • Pharmaceutical preparations • California

THIS COLLABORATION AGREEMENT effective as of August 1, 1997 (the "Agreement"), is entered into between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation ("IRC"), having a place of business located at 5935 Darwin Court, Carlsbad, California 92008, and VYREX CORPORATION, a Nevada corporation ("Vyrex"), having a place of business located at 2159 Avenida de la Playa, La Jolla, California 92037.

CONSULTING AGREEMENT
Consulting Agreement • May 16th, 2013 • Powerverde, Inc. • Motors & generators • Florida

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of the 25th day of October, 2012 (the “Effective Date”), and is by and between POWERVERDE, INC., a Delaware corporation (the “Company”), and WASTE HEAT SOLUTIONS, LLC, a California limited liability company (the “Consultant”).

SERVICES AGREEMENT
Services Agreement • February 12th, 2008 • Vyrex Corp • Pharmaceutical preparations • Arizona

This SERVICES AGREEMENT (the “Agreement”) is entered into this 1st day of February, 2008 (the “Effective Date”), by and between FRED BARKER dba BARKER ENGINEERING (“Barker Engineering”), and POWERVERDE, INC., a Delaware corporation (“PowerVerde”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • April 5th, 2012 • Powerverde, Inc. • Motors & generators • Florida

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 30, 2012, by and between BRYCE JOHNSON (“Johnson”), PAUL KELLY, (“Kelly”), and VINCE HILS (“Hils”) (Hils, Johnson and Kelly are individually referred to as a “Seller” and collectively as the “Sellers”), and POWERVERDE, INC., a Delaware corporation (the “Buyer”). The Buyer and each of the Sellers are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

MANUFACTURING AND SERVICE AGREEMENT
Manufacturing and Service Agreement • July 13th, 2021 • 374Water Inc. • Motors & generators • Delaware

This Manufacturing and Service Agreement (this “Agreement”), effective as of 07th July 2021 (the “Effective Date”), is entered into by and between 374Water Systems, Inc., a Delaware corporation, having an address at 3710 Shannon Road, #51788, Durham, NC 27717 (“374Water”), and Merrell Bros. Fabrication, LLC, an Indiana limited liability company, having a place of business at 8811 West 500 North, Kokomo, IN 46901 (“Manufacturer”).

LICENSE AGREEMENT
Equity Transfer Agreement • April 22nd, 2021 • Powerverde, Inc. • Motors & generators • North Carolina

This Agreement is effective as of April 16, 2021 (the “EFFECTIVE DATE”), between 374Water, Inc., (“LICENSEE”) having the address in Article 12 below, and Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), each a “Party” and together, the “Parties”. LICENSEE and DUKE hereby agree as follows:

AGREEMENT
Agreement • October 22nd, 2012 • Powerverde, Inc. • Motors & generators • Florida

THIS AGREEMENT (this “Agreement”), dated as of October 16, 2012, is by and among POWERVERDE, INC., a Delaware corporation (the “Company”), GEORGE KONRAD, (“Konrad”), and ARIZONA RESEARCH AND DEVELOPMENT INC., an Arizona corporation owned by Konrad (“ARD”).

SUPPLEMENTAL MANUFACTURING AND SERVICES AGREEMENT
Supplemental Manufacturing and Services Agreement • March 29th, 2024 • 374Water Inc. • Motors & generators • Delaware

This Supplemental Manufacturing and Services Agreement (this “Agreement”), is dated as of March 27th, 2024 and will be effective as of July 7, 2024 (the “Effective Date”), is entered into by and between 374Water Systems, Inc., a Delaware corporation, having an address at 3710 Shannon Road, #51788, Durham, NC 27717 (“374Water”), and Merrell Bros. Fabrication, LLC, an Indiana limited liability company, having a place of business at 8811 West 500 North, Kokomo, Indiana 46901 (“Manufacturer”).

LINE OF CREDIT AGREEMENT
Line of Credit Agreement • November 14th, 2008 • Powerverde, Inc. • Motors & generators • Florida

This Agreement is dated as of November 13, 2008, between George Konrad (“Lender”) and PowerVerde, Inc., a Delaware corporation (“Borrower”).

FIRST AMENDMENT TO COLLABORATION AGREEMENT DATED AUGUST 1, 1997, BETWEEN VYREX CORPORATION AND THE IMMUNE RESPONSE CORPORATION RECITALS
Vyrex Corp • February 8th, 2001 • Pharmaceutical preparations

WHEREAS, Vyrex Corporation (hereinafter "Vyrex") and The Immune Response Corporation (hereinafter "IRC") entered in a Collaboration Agreement effective as of August 1, 1997 (hereinafter "Agreement"), pursuant to which, inter alia, the parties agreed to conduct a collaborative research program and Vyrex, as the exclusive worldwide licensee of patent rights and know-how relating to CD-Tagging™ technology, granted to IRC certain exclusive worldwide rights to develop, make, use, offer for sale, sell and import Products (as defined in the Agreement), and to conduct the Program (as defined in the Agreement).

374Water enters into Manufacturing and Service Agreement with Merrell Bros
And Service Agreement • July 13th, 2021 • 374Water Inc. • Motors & generators

DURHAM, NC: 374Water Inc., OTCQB (“PWVI”), a social impact, cleantech company located in Durham, North Carolina (“374Water”), and Merrell Bros, Fabrication, LLC. (a division of Merrell Bros. Inc. “MBF”), an Indiana-based biosolids company, have entered into a definitive manufacturing and service agreement resulting from the previously announced memorandum of understanding signed in April 2021.

ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENT
Assignment of Intellectual Property Agreement • October 20th, 2016 • Powerverde, Inc. • Motors & generators • Florida

WHEREAS, pursuant to a Patent License Agreement between Assignor as Licensor and Epalex Corporation (“Epalex”) as Licensee dated as of July 11, 2011, as amended as of November 24, 2013 (the “License Agreement”), Assignor has granted to Epalex an exclusive license to commercialize certain products using the Licensed Technology (the “Licensed Products”) in exchange for certain consideration payable to or on behalf of Assignor; and

374WATER INC. ACCREDITED INVESTOR SUBSCRIPTION AGREEMENT
Subscription Agreement • December 23rd, 2021 • 374Water Inc. • Motors & generators • Florida

We may have difficulty in protecting our intellectual property and may incur substantial costs to defend ourselves in patent infringement litigation.

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