Settlement Agreement and Release



 Exhibit 10.39 
 SETTLEMENT AGREEMENT AND RELEASE 
 THIS SETTLEMENT AGREEMENT AND RELEASE (“Settlement
Agreement”) is entered into effective as of the last date of any party’s signature hereto and exists by and among Process Water Solutions, LLC (“Process Water”); Veolia Water North America Operating Services, LLC
(“Veolia”); Clean Water Technologies, LLC (“Clean Water”); and Dr. Phosphate, Inc. (“Dr. Phosphate”); on the one hand, and Basin Water-MPT, Inc. (“BWMPT”); Basin Water, Inc. (“BWI”); Robert
Gorgol (“Gorgol”); Robert Stark; and Michael Stark; on the other hand. 
 WHEREAS, Process Water, Veolia, Clean Water, and
Dr. Phosphate (collectively, “Plaintiffs”) have brought claims against BWMPT, BWI, Gorgol, Robert Stark, and Michael Stark (collectively, “Defendants”) asserting, among other things, that Defendants have acted to
misappropriate and use to their own benefit certain claimed confidential information, trade secrets, and other intellectual property allegedly owned by one or more of the Plaintiffs and protected from disclosure to or use by Defendants, and
subsequently filed an action styled Process Water Solutions, LLC; Veolia Water North America Operating Services, LLC; Clean Water Technologies, LLC; and Dr. Phosphate, Inc. v. Basin Water-MPT, Inc.; Robert Gorgol; Robert Stark; Basin Water,
Inc.; and Michael Stark, in the United States District Court for the Middle District of Florida, Case No. 8:07CV1944-T24-MSS (the “Litigation”); and 
 WHEREAS, Defendants have denied all of the material allegations made by Plaintiffs in the Litigation, contend that they have not misappropriated or used any claimed trade secrets, confidential information, or other
protected intellectual property allegedly owned by one or more of the Plaintiffs, and have, as to some of them, counterclaimed seeking, among other things, a declaration of rights regarding the claimed intellectual property and an award of
attorneys’ fees; and 
 WHEREAS, in order to avoid further protracted and expensive litigation, the parties now desire to compromise and
resolve all claims and controversies which exist between Plaintiffs and Defendants in regard to matters related to the Litigation, including all claims set out in the Litigation. 
 NOW, THEREFORE, in consideration of the mutual covenants and representations hereinafter set forth, the receipt and sufficiency of which are acknowledged
by all parties, the parties as undersigned agree as follows: 
  

	 	1.	Payment. 

 Defendants shall make or cause to be made
one joint payment of Five Hundred Seventy Five Thousand Dollars ($575,000.00) to Plaintiffs. Payment shall be made in the form of one or more draft(s) made payable on a joint basis to all Plaintiffs, and such draft(s) will be delivered to counsel
for PWS within ten (10) business days of this Settlement Agreement becoming effective and not subject to any condition or contingency, including that hereinafter set forth in Paragraph 3 related to action of the court in the Litigation. It
shall be the responsibility of the Plaintiffs to apportion and distribute the foregoing payment amount among themselves as they deem appropriate, and Plaintiffs, on a joint and several basis, will indemnify and hold harmless all Defendants with
respect to any claim or controversy that may arise with respect to the apportionment and distribution of the foregoing payment amount. 








	 	2.	Releases. 

 Plaintiffs, for themselves and their
predecessors and successors, hereby release and discharge Defendants, together with their respective officers, directors, shareholders, agents, employees, insurers, attorneys and affiliated companies, from any and all claims, actions, causes of
action, sums of money due, attorneys’ fees, suits, debts, covenants, contracts, agreements, promises, demands or liabilities whatsoever, in law or in equity, whether known or unknown, which Plaintiffs ever had, now have, or might in the future
have against any of the foregoing based upon facts occurring up to the effective date of this Settlement Agreement and related to the subject matter of the Litigation. This release specifically includes, without limitation, any claims which were
asserted or could have been asserted in the Litigation, but excludes obligations arising under this Settlement Agreement. 
 Defendants, for
themselves and their predecessors and successors, hereby release and discharge Plaintiffs, together with their respective officers, directors, shareholders, agents, employees, insurers, attorneys and affiliated companies, from any and all claims,
actions, causes of action, sums of money due, attorneys’ fees, suits, debts, covenants, contracts, agreements, promises, demands or liabilities whatsoever, in law or in equity, whether known or unknown, which Defendants ever had, now have, or
might in the future have against any of the foregoing based upon facts occurring up to the effective date of this Settlement Agreement and related to the subject matter of the Litigation. 
 This release specifically includes, without limitation, any claims which were asserted or could have been asserted in the Litigation with the exception
of any claim by the parties with respect to a declaration of rights to intellectual property allegedly owned by one or more of the Plaintiffs. The scope of this release excludes obligations arising under this Settlement Agreement, and this release
does not apply to claims based upon any conduct occurring after the execution of this Settlement Agreement, even if such conduct is purportedly a continuation of conduct occurring prior to such execution. 
 In addition to the releases set out above in this Paragraph 2, Plaintiffs agree to obtain and deliver to counsel for Defendants release riders executed
by Vaughn Astley, Gwen Astley, Dennis Michalski and Donald Luke in the form attached hereto as Exhibit “A”. Plaintiffs acknowledge, represent, and warrant that the consideration being provided by Defendants pursuant to this Settlement
Agreement will have direct benefit to, and constitutes valuable and adequate consideration to, said persons with respect to their giving of the subject release riders. Said executed release riders shall be delivered to counsel for Defendants within
five (5) business days of execution of this Settlement Agreement by all parties to the Litigation and shall be a condition to the effectiveness of the Settlement Agreement. Said release riders shall be held in escrow by counsel for Defendants
and not released to Defendants until this Settlement Agreement becomes effective and not subject to any condition or contingency, including that hereinafter set forth in Paragraph 3 related to action of the court in the Litigation. 
 The parties agree that, in the event any party to this Settlement Agreement is made the object of a claim purportedly released via this Settlement
Agreement, and provided the person or entity asserting the claim is claiming by or through the releasing party through an assignment or other intentional act of the releasing party, then such releasing party shall indemnify and hold harmless the
party 








 
made the object of the claim, including payment of attorneys’ fees and expenses. Plaintiffs represent and warrant that, as of the effective date of the
Settlement Agreement, they have no knowledge of a basis for the assertion of any claim by Plaintiffs, or any of them, against Defendants, or any of them, except as set forth in the Litigation. 
  

	 	3.	Stipulated Final Injunction and Order of Dismissal. 

 On or immediately after the last date of any party’s signature hereto, counsel for the parties
shall execute that certain Stipulated Final Injunction and Order of Dismissal (“Injunction and Dismissal”) attached hereto as Exhibit “B” and shall petition the court in the Litigation to enter the Injunction and Dismissal.
Notwithstanding anything else in this Settlement Agreement, the effectiveness and of this Settlement Agreement, including executed releases in the form attached hereto as Exhibit “A,” is conditioned upon entry by the court of the
Injunction and Dismissal in the form attached hereto as Exhibit “B”. Absent such entry, this Settlement Agreement shall have no force or effect. Should the court fail to enter the Injunction and Dismissal on or before the sixtieth
(60th) day following the effective date of this Settlement Agreement, this Settlement Agreement shall terminate. 
  

	 	4.	Gorgol’s, Robert Stark’s, and Daniel Prokop’s Separation from Veolia. 

 Veolia acknowledges that Gorgol resigned from Veolia of his own volition. Veolia further agrees to provide only a neutral reference as regards Gorgol,
Robert Stark and Daniel Prokop, consisting only of the dates of employment and last position held. 
  

	 	5.	Future Disputes. 

 Prior to the initiation by one or
more Plaintiffs of any litigation involving any of the Defendants in relation to a claimed violation of this Settlement Agreement or the intellectual property rights of any Plaintiff, written notice of demand shall be sent to the appropriate
Defendants and to their counsel at the addresses provided below. If the involved parties have failed to reach a resolution within thirty (30) days after the notice of demand is delivered, the involved parties shall submit the dispute to good
faith mediation, which shall be completed within the next thirty (30) days and before any litigation is commenced. Notwithstanding the foregoing, if any party is threatened with genuine and immediate irreparable harm by another party in
relation to a claimed violation of this Settlement Agreement, such party may seek immediate injunctive relief, but the notice and mediation requirements of this paragraph 5 shall otherwise remain applicable. 
  

	 	6.	Attorneys’ Fees. 

 All parties shall bear all
of their respective costs and expenses associated with the Litigation, including but not limited to filing and attorneys’ fees. No party to this Settlement Agreement shall be required to make any payment relating to the Litigation other than
the settlement payment specifically provided for in Paragraph 1, above. In the event that subsequent litigation arises in relation to claimed breach of this Settlement Agreement or an enforcement action relating to the Injunction and Dismissal, the
prevailing party shall be entitled to recover its costs of litigation, including attorneys’ fees and costs, from the non-prevailing party. 








	 	7.	Non-Disparagement. 

 The parties agree that they, as
well as their affiliated and related persons and entities, shall not make negative reference to the character or the business reputation of the non-corporate parties to this Settlement Agreement. This obligation excludes communications compelled by
law or as may occur internally among employees of the respective Plaintiffs or affiliated entities. 
  

	 	8.	Miscellaneous Provisions. 

 A) Entire
Agreement. This Settlement Agreement supersedes any and all prior agreements between the parties, and represents the entire agreement among the parties, relating to the subject matter hereof. The parties acknowledge and agree that there have
been no offers or inducements which have led to the execution of this Settlement Agreement other than as stated herein. 
 B)
Amendments. Any modification, amendment, restatement or termination of this Settlement Agreement must be in writing and executed by each and every party. 
 C) Governing Law. This Settlement Agreement shall be interpreted and controlled by the substantive law of the state of Florida without reference to the principles of conflicts of law. 
 D) Capacity; Non-Assignment. All parties warrant and represent that they have not sold, assigned, granted, conveyed, or otherwise transferred to
any other firm, corporation, person, or other entity, any of the rights, obligations, claims, demands, actions, or causes of action described herein or in the Litigation, and that they have the full legal capacity to enter into, execute and perform
their respective obligations set forth in this Settlement Agreement. The parties further represent and warrant that, as of the effective date of the Settlement Agreement, they have no knowledge of any person or entity entitled to claim, or
contemplating claiming, legal wrongs and associated relief against one more of the other parties to this Settlement Agreement or their related persons and entities except as currently set forth by a party in the Litigation. 
 E) Binding Effect. This Settlement Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors in interest and assigns. 
 F) Indemnity. The parties acknowledge that the representations and warranties set forth in this
Settlement Agreement have been relied upon and are material to the making of this Settlement Agreement. Any party making an untrue or inaccurate representation or warranty herein shall indemnify and hold harmless, including but not limited to the
payment of attorneys’ fees and expenses, any other party damaged by virtue of such circumstances. 
 G) Counterparts. This
Settlement Agreement may be executed in multiple counterparts, at different times and places. When all parties have executed a counterpart of this Settlement Agreement, it shall be considered fully executed notwithstanding that all of the parties
may not have signed the same counterpart. A facsimile or other copy of an executed counterpart hereof, such as an e-mailed PDF copy, shall have the same effect as an original. 







 H) No Presumptions. The parties to this Settlement Agreement acknowledge that they have read and
understand this agreement and they have been represented by legal counsel in its negotiation and drafting, which has been a joint undertaking. No party shall be deemed to be the drafter of this Settlement Agreement, in full or in part, and there
shall be no presumptions raised in relation to any drafting of this instrument. 
 I) Confidentiality. Except as may be otherwise
required or compelled by law, all parties agree not disclose or publish, verbally, in writing or otherwise, to any person or entity any details regarding the negotiations leading up to the making of this Settlement Agreement, the consideration
passing pursuant to this Settlement Agreement, or any other term or condition of this Settlement Agreement. The only statements that shall be made regarding the Litigation or the terms of this Settlement Agreement to any non-party to the Litigation
shall be a statement to the effect that the Litigation and the underlying disputes have been resolved by agreement and are concluded. Notwithstanding the foregoing provisions of this paragraph 8(I), a corporate party to this Settlement Agreement
shall be permitted to make otherwise prohibited disclosure to its outside lawyers and auditors, as well as internally on a strict business “need to know” basis only. 
 J) All Necessary Steps. The parties acknowledge and agree to take all necessary steps, including the execution of documents, to carry through and
complete the exchange of consideration described in this Settlement Agreement. 
 K) Notices. All notices required hereunder shall be
in writing and shall be delivered by facsimile, delivery service, or overnight delivery service, as well as by First Class mail, to the parties at their respective addresses set forth below. Notice shall be deemed given upon receipt. 
  

			
	If to Process Water:	  	Process Water Solutions, LLC
		  	Attn: Vaughn Astley
		  	2120 Clubhouse Road
		  	Lakeland, FL 33813
		
	With a copy to:	  	Fee & Jeffries, P.A.
		  	Attn: Richard E. Fee
		  	1227 N. Franklin Street
		  	Tampa, FL 33602
		
	If to Clean Water:	  	Clean Water Technologies, LLC
		  	Attn: Donald Luke
		  	1623 Palace Court
		  	Valrico, FL 33594









			
	With a copy to:	  	Fee & Jeffries, P.A.
		  	Attn: Richard E. Fee
		  	1227 N. Franklin Street
		  	Tampa, FL 33602
		
	If to Dr. Phosphate:	  	Dr. Phosphate, Inc.
		  	Attn: Vaughn Astley
		  	2120 Clubhouse Road
		  	Lakeland, FL 33813
		
	With a copy to:	  	Fee & Jeffries, P.A.
		  	Attn: Richard E. Fee
		  	1227 N. Franklin Street
		  	Tampa, FL 33602
		
	If to Veolia:	  	Veolia Water North America Operating Services, LLC
		  	Attn:
                            
		  	14950 Heathrow Forest Parkway, Suite 200
		  	Houston, Texas 77032
		
	With a copy to:	  	Stephen W. Mooney
		  	Michael A. Sexton
		  	Weinberg Wheeler Hudgins Gunn & Dial, LLC
		  	950 Paces Ferry Road, Suite 3000
		  	Atlanta, GA 30326
		
	If to BWMPT:	  	Basin Water-MPT, Inc.
		  	Attn: Scott Hamilton
		  	TWO Kingwood Place
		  	700 Rockmead Drive, Suite 105
		  	Kingwood, TX 77339
		
	With a copy to:	  	Robert P. Riordan
		  	Alston & Bird, LLP
		  	1201 West Peachtree Street
		  	Atlanta, GA 30309
		
	If to BWI:	  	Basin Water, Inc.
		  	Attn: Scott Hamilton
		  	TWO Kingwood Place
		  	700 Rockmead Drive, Suite 105
		  	Kingwood, TX 77339









			
	With a copy to:	  	Robert P. Riordan
		  	Alston & Bird, LLP
		  	1201 West Peachtree Street
		  	Atlanta, GA 30309
		
	If to Gorgol, Robert Stark,	  	[Applicable Name]
	or Michael Stark	  	Basin Water, Inc.
		  	TWO Kingwood Place
		  	700 Rockmead Drive, Suite 105
		  	Kingwood, TX 77339
		
	With a copy to:	  	Robert P. Riordan
		  	Alston & Bird, LLP
		  	1201 West Peachtree Street
		  	Atlanta, GA 30309

 L) Titles. The parties acknowledge and agree that the titles used in this Settlement
Agreement are for informational purposes only and shall not be considered in construing the terms hereof. 
 IN WITNESS WHEREOF, the parties
have executed this Settlement Agreement knowingly, voluntarily and of their own free will. 
  

							
	Process Water Solutions, LLC	    	Veolia Water North America Operating Services, LLC
				
	By:	 	 [ILLEGIBLE]
	    	By:	 	 [ILLEGIBLE]

	Title:	 	 PRESIDENT
	    	Title:	 	 Vice President

	Date:	 	 11/28/08
	    	Date	 	 12/1/08

		
	Clean Water Technologies, LLC	    	Dr. Phosphate, Inc.
				
	By:	 	 [ILLEGIBLE]
	    	By:	 	 [ILLEGIBLE]

	Title:	 	 PRESIDENT
	    	Title:	 	 PRESIDENT

	Date:	 	 11/28/08
	    	Date:	 	 11/28/08


 [SIGNATURES CONTINUED ON NEXT PAGE] 








							
	Basin Water-MPT, Inc.	    	Basin Water, Inc.
				
	By:	 	 /s/ Michael M. Stark
	    	By:	 	 /s/ Michael M. Stark

	Title:	 	 Chief Executive Officer
	    	Title:	 	 Chief Executive Officer

	Date:	 	 12/8/08
	    	Date:	 	 12/8/08

		
	Robert Gorgol	    	Robert Stark
				
		 	 /s/ Robert Gorgol
	    		 	 /s/ Robert Stark

	Date:	 	 12/8/08
	    	Date:	 	 12/8/08

			
	Michael Stark	    		 	
				
		 	 /s/ Michael M. Stark
	    		 	
	Date:	 	 12/8/08
	    		 	








 EXHIBIT “A” 
 RELEASE 
 The undersigned Donald A. Luke (hereinafter “Releasor”), acting for
himself/herself and his/her privies, successors and assigns, and acting with the advice of legal counsel, hereby provides this Release. 
 Releasor acknowledges that s/he has read and understands that certain Settlement Agreement and Release (“Settlement Agreement”) by and among Process Water Solutions, LLC (“Process Water”); Veolia Water North America
Operating Services, LLC (“Veolia”); Clean Water Technologies, LLC (“Clean Water”); and Dr. Phosphate, Inc. (“Dr. Phosphate”); on the one hand, and Basin Water-MPT, Inc. (“BWMPT”); Basin Water, Inc.
(“BWI”); Robert Gorgol (“Gorgol”); Robert Stark; and Michael Stark; on the other hand. Releasor acknowledges further that s/he stands to gain finically and otherwise by virtue of execution of the referenced Settlement Agreement
by BWMPT, BWI, Gorgol, Robert Stark and Michael Stark (hereinafter “Defendants”), that the Settlement Agreement would not be executed by Defendants but for the promise contained therein with regard to the delivery of this executed Release,
and that the execution of the Settlement Agreement by Defendants provides good and valuable consideration for the giving of the Release by Releasor. 
 Accordingly, Releasor hereby releases and discharges Defendants, together with their respective officers, directors, shareholders, agents, employees and affiliated companies from any and all claims, actions, causes of
action, sums of money due, attorneys’ fees, suits, debts, covenants, contracts, agreements, promises, demands or liabilities whatsoever, in law or in equity, whether known or unknown, which Releasor ever had, now has, or might in the future
have against any of the Defendants based upon facts occurring up to and including the execution date of this Release (as set forth below) and related to the subject matter of the Litigation as such term is defined in the Settlement Agreement.

 Releasor represents and warrants, understanding that the truth of such representation and warranty is material to the Defendants
proceeding under the Settlement Agreement, that Releasor has not assigned or otherwise transferred, and will not assign or otherwise transfer, to any other person or entity any claims, causes of action, demands or similar things that Releasor may
have, or may have had, against one or more of the Defendants. Releasor further represents and warrants that, as of the date of his/her signature below, s/he has no knowledge of a basis for the assertion by him/her of any claim against Defendants, or
any of them. Releasor hereby covenants and agrees to indemnify and hold Defendants harmless with respect to any damage done to any Defendant in relation to an untrue or inaccurate representation or warranty given by Releasor herein. 







 Releasor acknowledges and agrees that there have been no offers or inducements with respect to his making
of this Release except as described herein, and that this Release contains the entire agreement and understanding relating to the subject matter hereof. 
 Executed this 28 day of Nov, 2008. 
  

	
	 /s/ Donald A. Luke

	Signature
	
	 Donald A. Luke

	(print name)
	
	 /s/ Melissa S. Garthwaite

	Witness signature
	
	 Melissa S. Garthwaite

	(print name)









 EXHIBIT “A” 
 RELEASE 
 The undersigned Vaughn Astley (hereinafter “Releasor”), acting for
himself/herself and his/her privies, successors and assigns and acting with the advice of legal counsel, hereby provides this Release. 
 Releasor acknowledges that s/he has read and understands that certain Settlement Agreement and Release (“Settlement Agreement”) by and among Process Water Solutions, LLC (“Process Water”); Veolia Water North America
Operating Services, LLC (“Veolia”); Clean Water Technologies, LLC (“Clean Water”); and Dr. Phosphate, Inc. (“Dr. Phosphate”); on the one hand, and Basin Water-MPT, Inc. (“BWMPT”); Basin Water, Inc.
(“BWI”); Robert Gorgol (“Gorgol”); Robert Stark; and Michael Stark; on the other hand. Releasor acknowledges further that s/he stands to gain finically and otherwise by virtue of execution of the referenced Settlement Agreement
by BWMPT, BWI, Gorgol, Robert Stark and Michael Stark (hereinafter “Defendants”), that the Settlement Agreement would not be executed by Defendants but for the promise contained therein with regard to the delivery of this executed Release,
and that the execution of the Settlement Agreement by Defendants provides good and valuable consideration for the giving of the Release by Releasor. 
 Accordingly, Releasor hereby releases and discharges Defendants, together with their respective officers, directors, shareholders, agents, employees and affiliated companies from any and all claims, actions, causes of
action, sums of money due, attorneys’ fees, suits, debts, covenants, contracts, agreements, promises, demands or liabilities whatsoever, in law or in equity, whether known or unknown, which Releasor ever had, now has, or might in the future
have against any of the Defendants based upon facts occurring up to and including the execution date of this Release (as set forth below) and related to the subject matter of the Litigation as such term is defined in the Settlement Agreement.

 Releasor represents and warrants, understanding that the truth of such representation and warranty is material to the Defendants
proceeding under the Settlement Agreement, that Releasor has not assigned or otherwise transferred, and will not assign or otherwise transfer, to any other person or entity any claims, causes of action, demands or similar things that Releasor may
have, or may have had, against one or more of the Defendants. Releasor further represents and warrants that, as of the date of his/her signature below, s/he has no knowledge of a basis for the assertion by him/her of any claim against Defendants, or
any of them. Releasor hereby covenants and agrees to indemnify and hold Defendants harmless with respect to any damage done to any Defendant in relation to an untrue or inaccurate representation or warranty given by Releasor herein. 







 Releasor acknowledges and agrees that there have been no offers or inducements with respect to his making
of this Release except as described herein, and that this Release contains the entire agreement and understanding relating to the subject matter hereof. 
 Executed this 28 day of NOV., 2008. 
  

	
	 /s/ VAUGHN ASTLEY

	Signature
	
	 VAUGHN ASTLEY

	(print name)
	
	 /s/ KENNETH DOJKA

	Witness Signature
	
	 KENNETH DOJKA

	(print name)









 EXHIBIT “A” 
 RELEASE 
 The undersigned Dennis Michalski (hereinafter “Releasor”), acting for
himself/herself and his/her privies, successors and assigns, and acting with the advice of legal counsel, hereby provides this Release. 
 Releasor acknowledges that s/he has read and understands that certain Settlement Agreement and Release (“Settlement Agreement”) by and among Process Water Solutions, LLC (“Process Water”); Veolia Water North America
Operating Services, LLC (“Veolia”); Clean Water Technologies, LLC (“Clean Water”); and Dr. Phosphate, Inc. (“Dr. Phosphate”); on the one hand, and Basin Water-MPT, Inc. (“BWMPT”); Basin Water, Inc.
(“BWI”); Robert Gorgol (“Gorgol”); Robert Stark; and Michael Stark; on the other hand. Releasor acknowledges further that s/he stands to gain finically and otherwise by virtue of execution of the referenced Settlement Agreement
by BWMPI, BWl, Gorgol, Robert Stark and Michael Stark (hereinafter “Defendants”), that the Settlement Agreement would not be executed by Defendants but for the promise contained therein with regard to the delivery of this executed Release,
and that the execution of the Settlement Agreement by Defendants provides good and valuable consideration for the giving of the Release by Releasor. 
 Accordingly, Releasor hereby releases and discharges Defendants, together with their respective officers, directors, shareholders, agents, employees and affiliated companies from any and all claims, actions, causes of
action, sums of money due, attorneys’ fees, suits, debts, covenants, contracts, agreements, promises, demands or liabilities whatsoever, in law or in equity, whether known or unknown, which Releasor ever had, now has, or might in the future
have against any of the Defendants based upon facts occurring up to and including the execution date of this Release (as set forth below) and related to the subject matter of the Litigation as such term is defined in the Settlement Agreement.

 Releasor represents and warrants, understanding that the truth of such representation and warranty is material to the Defendants
proceeding under the Settlement Agreement, that Releasor has not assigned or otherwise transferred, and will not assign or otherwise transfer, to any other person or entity any claims, causes of action, demands or similar things that Releasor may
have, or may have had, against one or more of the Defendants. Releasor further represents and warrants that, as of the date of his/her signature below, s/he has no knowledge of a basis for the assertion by him/her of any claim against Defendants, or
any of them. Releasor hereby covenants and agrees to indemnify and hold Defendants harmless with respect to any damage done to any Defendant in relation to an untrue or inaccurate representation or warranty given by Releasor herein. 







 Releasor acknowledges and agrees that there have been no offers or inducements with respect to his making
of this Release except as described herein, and that this Release contains the entire agreement and understanding relating to the subject matter hereof. 
 Executed this 28 day of Nov, 2008. 
  

	
	 /s/ Dennis Michalski

	Signature
	
	 Dennis Michalski

	(print name)
	
	 /s/ VAUGHN ASTLEY

	Witness signature
	
	 VAUGHN ASTLEY

	(print name)









 EXHIBIT “A” 
 RELEASE 
 The undersigned G. Astley (hereinafter “Releasor”), acting for himself/herself
and his/her privies, successors and assigns, and acting with the advice of legal counsel, hereby provides this Release. 
 Releasor
acknowledges that s/he has read and understands that certain Settlement Agreement and Release (“Settlement Agreement”) by and among Process Water Solutions, LLC (“Process Water”); Veolia Water North America Operating Services,
LLC (“Veolia”); Clean Water Technologies, LLC (“Clean Water”); and Dr. Phosphate, Inc. (“Dr. Phosphate”); on the one hand, and Basin Water-MPT, Inc. (“BWMPT”); Basin Water, Inc. (“BWI”); Robert
Gorgol (“Gorgol”); Robert Stark; and Michael Stark; on the other hand. Releasor acknowledges further that s/he stands to gain finically and otherwise by virtue of execution of the referenced Settlement Agreement by BWMPT, BWI, Gorgol,
Robert Stark and Michael Stark (hereinafter “Defendants”), that the Settlement Agreement would not be executed by Defendants but for the promise contained therein with regard to the delivery of this executed Release, and that the execution
of the Settlement Agreement by Defendants provides good and valuable consideration for the giving of the Release by Releasor. 
 Accordingly,
Releasor hereby releases and discharges Defendants, together with their respective officers, directors, shareholders, agents, employees and affiliated companies from any and all claims, actions, causes of action, sums of money due, attorneys’
fees, suits, debts, covenants, contracts, agreements, promises, demands or liabilities whatsoever, in law or in equity, whether known or unknown, which Releasor ever had, now has, or might in the future have against any of the Defendants based upon
facts occurring up to and including the execution date of this Release (as set forth below) and related to the subject matter of the Litigation as such term is defined in the Settlement Agreement. 
 Releasor represents and warrants, understanding that the truth of such representation and warranty is material to the Defendants proceeding under the
Settlement Agreement, that Releasor has not assigned or otherwise transferred, and will not assign or otherwise transfer, to any other person or entity any claims, causes of action, demands or similar things that Releasor may have, or may have had,
against one or more of the Defendants. Releasor further represents and warrants that, as of the date of his/her signature below, s/he has no knowledge of a basis for the assertion by him/her of any claim against Defendants, or any of them. Releasor
hereby covenants and agrees to indemnify and hold Defendants harmless with respect to any damage done to any Defendant in relation to an untrue or inaccurate representation or warranty given by Releaser herein. 







 Releaser acknowledges and agrees that there have been no offers or inducements with respect to his making
of this Release except as described herein, and that this Release contains the entire agreement and understanding relating to the subject matter hereof. 
 Executed this 28 day of Nov, 2008. 
  

	
	 /s/ G. Astley

	Signature
	
	 G. ASTLEY

	(print name)
	
	 /s/ VAUGHN ASTLEY

	Witness signature
	
	 VAUGHN ASTLEY

	(print name)









 EXHIBIT “B” 
 UNITED STATES DISTRICT COURT 
 MIDDLE DISTRICT OF FLORIDA 
 TAMPA DIVISION 
 PROCESS WATER SOLUTIONS, LLC, 
 et al., 
 Plaintiffs, 
 Case No. 8:07-CV-1944-T-33MSS 
 vs.

 BASIN WATER, INC., et al., 
 Defendants.

                                        
 / 
 STIPULATED FINAL INJUNCTION AND ORDER OF DISMISSAL 
 Plaintiffs and Defendants, acting by and through their undersigned respective counsel of record, hereby consent to the entry of this Stipulated Final
Injunction and Order of Dismissal (“Injunction”) in the above-styled action. 
 WHEREAS, Plaintiffs have brought claims against
Defendants asserting, among other things, that Defendants have acted to misappropriate and use to their own benefit certain claimed confidential information, trade secrets, and other intellectual property allegedly owned by one or more of the
Plaintiffs and protected from disclosure or use by Defendants. 
 WHEREAS, Defendants have denied all of the material allegations made by
Plaintiffs, contend that they have not misappropriated or used any claimed trade secrets, confidential information, or other protected intellectual property allegedly owned by one or more of Plaintiffs, and have counterclaimed seeking, among other
things, a declaration of rights regarding the claimed intellectual property and an award of attorneys’ fees. 







 WHEREAS, neither Defendants nor any of their parent, subsidiary, or affiliate companies presently intend
to enter into or continue any business relationship with any member of the Phosphate Industry involving any project related to the treatment of phosphate-laden process pond water in a manner designed to yield a saleable phosphate byproduct or
otherwise recover the soluble phosphorous for beneficial uses; as used herein “Phosphate Industry” is defined as including USAC, Mosaic, CF, PCS, Mississippi Phosphates, Agrium, Agrifos, Simplot, OCP, FosFertil, Bunge, PhosCan, and any
other company that produces phosphate or processes any waters containing residues or residuals from phosphate industry sources; 
 WHEREAS,
the parties desire to enter into this Injunction to avoid the further expense of litigation, and do so without any admission of liability. 
 WHEREAS, this Injunction, effective for five (5) years from the date of its entry, does not supersede nor prejudice the rights or remedies afforded any party at law or equity as to any alleged wrongs that may occur subsequent to the
entry of this order. 
 In consideration of the foregoing, the consent of all parties as indicated below, and for good cause shown, IT IS
HEREBY ORDERED follows: 
 1. Defendants, their subsidiaries, parent companies, or affiliate companies, and any of their officers, employees,
agents, servants, attorneys or other persons in active concert or participation with any of the Defendants who receive actual notice of this Injunction and are acting with regard to any project related to the treatment of phosphate-laden process
pond water in a manner designed to yield a saleable phosphate byproduct or otherwise recover the soluble phosphorous for beneficial uses, shall be and are hereby enjoined from disclosing or using intellectual property meeting all of the following
criteria: (a) in existence and owned by one or more of the Plaintiffs as of the date of the filing of this action and (b) fitting within the general process description first set out below. Defendants do not concede that Plaintiffs, or any
of them, enjoy rights to any of the subject intellectual property, but acknowledge Plaintiffs’ contention, that the subject intellectual property fits within the following general process description: 
 That certain process, or processes, described in Provisional Patent Application No. 60/597630 as such existed when filed with the United States
Patent Office on December 14, 2005, together with all modifications and amendments thereto which were filed or prepared for filing in attorney work product form, on or before May 9, 2007. 







 A complete copy of the modifications or amendments prepared for filing in work product form shall be sworn to be such by
authorized representatives of Plaintiffs and maintained in a sealed envelope at Fee & Jeffries, P.A., as a condition to the effectiveness of this Injunction. Further, Plaintiffs acknowledge that the subject intellectual property does not
fit within the following general process description: 
 Neutralization of phosphate pond water utilizing a three stage process with
precipitation of mono-, di-, or tri-calcium phosphate from the various stages of neutralization, as well as any other process to produce or purify mono-, di-, or tri-calcium phosphate material from phosphate pond water outside of the process
description (relating to Provisional Patent Application No. 60/597630) first set forth above in this Paragraph 1. 
 Without limiting the generality of
the foregoing, the general process description described in this paragraph 1 shall be referenced hereinafter as the “Subject Process.” Plaintiffs, or any of them, may seek relief under this paragraph in the manner, and only in the manner,
described in paragraph 2, below. Nothing in this Paragraph 1 or otherwise set forth in this Injunction shall preclude a non-party to this action from seeking to dissolve this Injunction as to such non-party based upon due process or other rights
held by such non-party. 







 2. Third-Party Neutral. 
 (A) Subsequent to the expiration of the one (1) year period set forth in Paragraph 4 below, and prior to the expiration of this Injunction, should Defendants, or any of them, desire to utilize any process
involving the treatment of phosphate-laden process pond water in a manner designed to yield a saleable phosphate byproduct or otherwise recover the soluble phosphorous for beneficial uses (hereinafter, “Pond Water Sales”), they must first
utilize the Third-Party Neutral process described in this paragraph. Specifically, within fifteen (15) days prior to entering into any agreement (formal or informal) with any member of the Phosphate Industry regarding the testing or
implementation of any system related to Pond Water Sales or any commercial implementation (whichever occurs first), Defendants, or any of them, shall notify Plaintiffs of the fact of such agreement or intent to undertake commercial implementation
(the “Notifying Defendants”). With respect to any such agreement with a non-member of the Phosphate Industry, notice shall not be required and the Third-Party Neutral process described in this paragraph shall not apply, but Defendants may
proceed under such agreement only upon such non-member (or if an entity, the chief executive officer or managing partner) swearing in writing and under oath an acknowledgment that it is bound by this Injunction. When required, notice shall be given
in writing and delivered to the Plaintiffs via an officer, director, similar such office holder, or registered agent for the receipt of legal service, and notice shall be effective upon receipt provided the Plaintiffs have provided adequate current
contact information to Defendants, and upon issuing to the last know address in the event Plaintiffs have failed to provide adequate contact information. Upon such notice, Plaintiffs, or any of them, may demand within five (5) business days
that the Notifying Defendants submit the technical specifications 








 
for the proposed agreement or commercial implementation to the Third-Party Neutral, who shall be selected in the manner described below. Such demand shall be
in writing and delivered to the Notifying Defendants at the location specified in the Notifying Defendants’ notice. Defendants so notified must submit the technical specifications to the Third-Party Neutral within three (3) business days
of such notice. Further, within three (3) business days of such notice, Plaintiffs must submit the technical specifications for the Subject Process to the Third-Party Neutral. The Third-Party Neutral shall keep Defendants’ technical
specifications, as well as the Subject Process, confidential, including but not limited to from the other parties. 
 (B) Within seven
(7) days from receiving the technical specifications set forth in paragraph 2(A), the Third-Party Neutral shall determine and inform the parties in writing whether reasonable cause exists to believe that the Defendants’ technical
specifications are substantially similar to the Subject Process. If reasonable cause is found to exist, then Defendants must refrain from any commercial implementation or use of the technical specifications at issue for a period of thirty
(30) days after the Third-Party Neutral renders his/her decision provided such decision is rendered as called for in this Paragraph 2. Conversely, if the Third-Party Neutral does not find reasonable cause, then Defendants may proceed with the
commercial use and implementation of the technical specifications at issue seven (7) days after the Third-Party Neutral renders his/her decision. The parties agree that the Third-Party Neutral’s finding of reasonable cause (or finding of
no reasonable cause) shall not be admissible or carry any weight in any court proceeding, except for enforcement of waiting periods described in this paragraph 2(B). 
 (C) The parties hereby select the American Arbitration Association as the body to oversee the appointment of the Third-Party Neutral. In the event a Third-Party Neutral shall become necessary, the parties shall
immediately request that the American 








 
Arbitration Association select an individual from its panel of arbitrators who specializes in intellectual property disputes, such individual being subject
to challenge by the parties on grounds of conflict of interest only. The parties shall share the fees and costs of the Third-Party Neutral’s services equally. 
 (D) During the time period between Plaintiffs’ notice pursuant to paragraph 2(A) and the Third-Party Neutral’s decision, as called for by paragraph 2(B), Defendants shall not proceed with the commercial use
and implementation of the technical specifications at issue. 
 3. Notwithstanding anything else set forth in this Injunction except the
Third-Party Neutral process described above, in the event there should ever be a litigated dispute or other dispute about one or more Defendants’ ability to use or commercialize in any fashion any process or intellectual property claimed to
fall within the scope of the Subject Process, nothing in this Injunction, including the provisions of paragraph 1, above, shall operate to relieve the person or entity opposing such use or commercialization by one or more of the Defendants of any
otherwise existing burden of establishing currently held rights in the subject process or intellectual property sufficient to preclude the use or commercialization intended by one or more of the Defendants. For purposes of this subparagraph 3,
Defendants shall be defined to include Defendants as well as their subsidiaries, parent companies, affiliate companies and the successors and assigns of any of the foregoing, and any of their officers, directors, employees, attorneys, or other
agents. 
 4. For a period of one (1) year following the entry of this Injunction, Defendants, theft subsidiaries, parent companies, or
affiliate companies, and any of their officers, employees, agents, servants, attorneys or other persons in active concert or participation with any of the Defendants who receive actual notice of this Injunction and are acting with regard to any
project related to the 








 
treatment of phosphate-laden process pond water in a manner designed to yield a saleable phosphate byproduct or otherwise recover the soluble phosphorous for
beneficial uses, shall be and hereby are enjoined from, directly or indirectly, soliciting, contacting, or contracting with any member of the Phosphate Industry for purposes of engaging in any project related to the treatment of phosphate-laden
process pond water in a manner designed to yield a saleable phosphate byproduct or otherwise recover the soluble phosphorous for beneficial uses. 
 5. Within three (3) business days from its entry, Defendant Basin Water, Inc. and Basin Water – MPT, Inc. shall provide actual notice of this Injunction to the officers and directors of their parent, subsidiary, and affiliate
companies, as well as the sales, marketing, and product development personnel of such companies. 
 6. The Court shall retain jurisdiction
over this action for the limited purpose of enforcing this order upon application of any party. Except as so stated, this action, and each and every claim asserted therein, is dismissed with each party to bear its own attorneys fees, costs and
expenses. This dismissal shall be with prejudice as to all of the parties’ claims, except for claims seeking a declaration of rights with respect to intellectual property allegedly owned by Plaintiffs, or some of them. This dismissal shall not
in any way preclude any party’s right to bring a separate action in the future based upon conduct occurring subsequent to this dismissal, even if such conduct is purportedly a continuation of conduct occurring prior to such dismissal.








 DONE AND ORDERED, this      day of
            , 2008. 
  

	
	  

	United States District Judge


 Consented to by all parties as follows: 
  

			
	  
	    	  

	Stephen W. Mooney	    	Richard E. Fee
	Florida Bar No. 0041678	    	Florida Bar No. 813680
	Michael A. Sexton	    	Kathleen M. Wade
	Florida Bar No. 131520	    	Florida Bar No. 127965
	WEINBERG WHEELER HUDGINS GUNN & DIAL, LLC	    	FEE & JEFFRIESS, P.A.
	950 Paces Ferry Road, Suite 3000	    	1227 N. Franklin Street
	Atlanta, GA 30326	    	Tampa, FL 33602
	(404) 876-2700 (phone)	    	(813) 229-8008 (phone)
	(404) 875-9433 (facsimile)	    	(813) 299-0046 (facsimile)
		
	Attorneys for Plaintiff	    	Attorneys for Plaintiffs
	Veolia Water North America	    	Process Water Solutions, LLC,
	Operation Services, LLC	    	Clean Water Technologies, LLC, and
		    	Dr. Phosphate, Inc.
		
		    	  

		    	Robert P. Riordan
		    	Georgia Bar No. 606431
		    	ALSTON & BIRD LLP
		    	1201 West Peachtree Street
		    	Atlanta, Georgia 30309-3424
		    	(404) 881-7000 (phone)
		    	(404) 881-7777 (facsimile)
		
		    	Attorneys for Defendants