INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2006 • Basin Water, Inc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2006 by and between Basin Water, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
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”).
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:
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.
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.
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”).
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.
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.
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2006 • Basin Water, Inc. • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 28, 2005, by and among Basin Water, Inc., a California corporation (the “Company”), and the undersigned holders (i) of Series A Preferred Stock (the “Series A Preferred Holders”) of the Company, no par value (the “Series A Preferred Stock”), and (ii) of Series B Preferred Stock (the “Series B Preferred Holders”) of the Company, no par value (the “Series B Preferred Stock”).
SECURITY AGREEMENTSecurity Agreement • February 13th, 2006 • Basin Water, Inc. • New York
SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2006, by and among Basin Water, Inc., a California corporation (“Basin Water”) Bion, a California corporation (“Bion”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • February 13th, 2006 • Basin Water, Inc. • California
This Business Loan Agreement having a reference date of July 1, 2003, is hereby made and executed on the following terms, by and between the following persons:
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2006 • Basin Water, Inc. • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 1, 2005, is entered into by and between Basin Water, Inc., a California corporation (the “Company”), and Peter L. Jensen (the “Employee”), with respect to the following facts.
