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
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”).
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”).
