WATER ON DEMAND WITH MODULAR WATER SYSTEMS

As governments are tasked with improving water quality, businesses are doing their part by treating and recycling their own water right at the point of use. This fast-growing trend requires two things: scaled-down technology, and capital. This presentation demonstrates how by uniting Modular Water with Water On Demand, we create the perfect synergy, positioning Water On Demand to lead the new water managed services segment.

MODULAR WATER SYSTEMS COMPETITIVE ANALYSIS

In August of 2023 OriginClear retained an analyst who reviewed Modular Water Systems™ (MWS), the state of the wastewater treatment market and decentralized wastewater treatment plants. The depth of this analysis demonstrates  with authority the superiority of Modular Water's products and its strategic market advantage, as well as the phenomenal growth potential predicted by its perfect market position. 

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OriginClear, Inc. is a public company trading on the Over The Counter market. It is the category of “Pink Current”, which means it maintains compliance with its SEC reporting requirements. The trading symbol for OriginClear is “OCLN”. 

Investor Relations

United States
Tel: 877-999-6645 Ext. 3
Email Our Investing Team

SEC Filing Information for OriginClear, Inc.

If any of the following conflicts with the offering terms, the offering terms are senior. 

WHAT IS THE CURRENT ORIGINCLEAR INVESTMENT?

We have authorized a private placement memorandum (PPM) known as Convertible Preferred Series Y.

WHAT IS THE TOTAL OF THE OFFERING?

Initially, we plan to raise up to $20 million in Water On Demand capital, on the current very generous terms. (We’ve made them generous because it’s early in the development of Water On Demand and so an investor should get extra benefits for being early.)

Later rounds are expected to be much less generous.

WHO CAN INVEST IN THE OFFERING?

Only accredited or non-US investors may participate.

WHAT IS THE MINIMUM OF THE INVESTMENT?

The unit of investment is $100,000.  

We may accept smaller sums at our discretion.

HOW DOES MY PREFERRED SERIES CONVERT TO COMMON STOCK?

The Series Y converts at 150% of investment into our common stock.  

This multiple is intended to decrease over time. We intend this to encourage early investment.  

Once you have invested, your multiple never changes. 

I UNDERSTAND THAT OVER TIME, THE MULTIPLE CAN GO DOWN. BUT HOW CAN I GET A HIGHER MULTIPLE?

You can get a higher multiple by making a larger investment. Details on request.  

To encourage early investment, we may also (at our discretion) assign a higher multiple regardless of size of investment. 

HOW SOON CAN I CONVERT? WHEN WILL MY COMMON STOCK BE FREE TRADING?

You can convert anytime. One reason to do it might be to capture the current relatively low price. Please note that once converted, you have no price protection. 

Regardless of conversion, your shares may not be sold for six months from the date of subscription. 

HOW AM I PROTECTED FROM THE STOCK PRICE GOING DOWN?

When you convert, you get the stock price at that time. This adjusts for any dilution that may occur.  

For example, if the stock price is half of what it was when you invested, you get twice the number of shares as you would have otherwise.

WHAT IF THE STOCK RUNS UP AND I HAVEN'T CONVERTED? DON'T I LOSE OUT?

To protect from upside loss, there is a ceiling price of conversion, set initially at $0.25.  

That means you don’t have to rush to capture a low price on conversion. You can wait, even if the price goes above $0.25. 

If the stock price rises, the conversion price ceiling could rise for new investors. Once you have invested, your ceiling never changes.

WHAT ADDITIONAL LEVERAGE DO I HAVE, BEYOND THE CONVERSION MULTIPLE?

For up to five years, you have the right to invest the same amount twice more, at the guaranteed price of $0.25.  

This is known as a warrant. This guarantees your price on potentially investing twice more. 

You have the option to buy (or exercise) the warrant “cashless”. Cashless means you can offset the cost of the warrant with warrant shares, so you don’t have to pay any cash. You can still pay cash, to maximize the amount of shares you get

WHAT DO YOU PLAN TO USE THE FUNDS FOR?

We plan to invest 50% in a Water On Demand™ or WOD subsidiary, for the sole purpose of investing in water projects.  

The equipment will be owned by the WOD subsidiary and is intended for water managed services (pay-per-gallon).  

When the funds are idle, we may make secured loans to generate income while the funds are idle. 

We will allocate the other 50% for our discretionary use, with the intention of building our ability to manage water services.

HOW WILL YOU DEVELOP THE ABILITY TO DELIVER MANAGED SERVICES?

We intend to use our funds to develop internal capabilities, and also contract with outside water companies.  

In such cases, we intend to retain both the customer contract and the asset, while the water company would both build and operate the system.

WHAT IS MY PROFIT SHARE FROM WOD?

You are to receive a percentage of Net Profits, proportional to your investment, for the life of the WOD subsidiary, which is set initially at 25 years. 

Normally, if the investment were entirely placed in the WOD subsidiary, you would receive 25% of these profits.  

In order to preserve that percentage, we have doubled your share to 50% of Net Profits from the portion that is invested in the WOD subsidiary.  

(Essentially, we are getting an advance on future profits, and paying for it with a doubled-up profit share for the investor.)

HOW OFTEN AM I PAID MY SHARE OF NET PROFITS?

Net Profits are paid quarterly, on a date fixed by us.

DOES ORIGINCLEAR HAVE TAX BENEFITS SIMILAR TO LIKE WHAT OIL AND GAS INVESTING HAS?

If there’s drilling involved it would seem like depletion, drilling costs, depreciation, etc might apply.

A: The tax benefits of MLPs (Master Limited Partnerships) were passed specifically as a sweetheart deal for the oil industry. There have been efforts in Congress to widen the tax benefits, but so far not successful. And since it is a bundle of properties that the investor does not own directly, depreciation is not available either. 

That’s why we created a generous equity structure to compensate for that, including free stock in the company that runs these assets. 

WHAT IF YOU CLOSE THE WOD SUBSIDIARY?

In the event a WOD capital subsidiary is terminated or closed, you will receive your proportional share of 25% of the proceeds, net of the WOD subsidiary’s liabilities, from the liquidation of assets or sale of the assets.

WHAT CAN YOU CHARGE THE WOD SUBSIDIARY FOR YOUR WORK?

We may charge ordinary and reasonable management, operating, service, maintenance and parts and consumables fees.

HOW ARE NET PROFITS DEFINED?

Net Profits are calculated after all costs and expenses are deducted, including allocations of intercompany expenses and any interest expenses, but before the deduction of income taxes. Any past losses will be accounted for prior to calculation of Net Profits.

WHO ELSE GETS A PERCENTAGE OF NET PROFITS AND AM I IMPACTED?

We may compensate strategic partners or finders either up front, or from Net Profits.  

They are always paid, or repaid, from our profit share.

WHAT IS MY SECURITY IN THIS INVESTMENT?

In the event we redeem or liquidate the WOD subsidiary, you will be entitled to receive your original investment, and any unpaid Net Profits due to you.  

The payment of your right to receive a percentage of Net Profits of the WOD subsidiary is secured by OriginClear's ownership interest in the WOD subsidiary, and you have the right to file a lien against OriginClear to enforce this right.

25 YEAR IS A LONG TIME TO WAIT FOR PROFITS. HOW CAN I ACCELERATE IT?

We are developing a digital currency to secure the profit shares. Potentially, this could result in a market in such dividends, so that you may have the ability to sell your future earnings. 

Until such a time as this digital currency or digital bond is in place, we will pay out profit shares in cash.

WHAT IS THE LEGAL STATUS OF THE COMPANY AND FISCAL YEAR END?

OriginClear, Inc. is a Nevada corporation with a fiscal year end of December 31st. It is a fully-reporting public company.

WHEN AND HOW ARE NEWS RELEASES ISSUED BY THE COMPANY?

News is generally released by the company through newswire services such as BusinessWire and MarketWire. In the interest of fair disclosure to the general public, we refrain from answering questions from individual investors regarding the company’s development progress.

HOW CAN I RECEIVE ON-GOING INFORMATION ABOUT ORIGINCLEAR?

The best way to receive on-going information about OriginClear is by subscribing to our newsletter.

WHAT IF I OWN SHARES THROUGH A BROKERAGE FIRM?

If you own shares through a brokerage firm account, you should contact your broker for information about your account.

I SUBSCRIBED TO A COMPANY PRIVATE PLACEMENT, WHEN DO I RECEIVE MY STOCK CERTIFICATE?

We automatically enroll investors in a new, convenient service offered by Colonial, our stock transfer issuance company, called DRS (Direct Registration Services). With DRS, Colonial holds your shares electronically, hence making sales and transactions much quicker and easier. Instead of sending you a certificate, they generate and mail you a statement, proof of your transaction. For more information on DRS, refer to the section below entitled “Other benefits of DRS (Direct Registration Services)”.

WHO CAN HELP ME WITH RESTRICTED SHARES ISSUES?

Review the cases described in this FAQ. If you are unsure about what to do next, contact Investor Relations or call 877-999-6645, ext 6. We are happy to help!

I SUBSCRIBED TO A COMPANY PRIVATE PLACEMENT. HOW CAN I REMOVE THE RESTRICTION ON MY SHARES?

Your legend on the back of your certificate has a specific date on it. You must wait until that date to have the legend removed so you can freely hold or sell these shares.

If your shares are being held electronically by Colonial (via DRS), you must keep track of your restriction expiration date, and once you have reached the date on the certificate, follow the procedure below, in order to remove the restriction.

Follow the instructions to remove restrictions here: https://www.originclear.com/shares

WHO IS YOUR TRANSFER AGENT? WHO SHOULD I CONTACT REGARDING MY STOCK CERTIFICATE(S)?

All stock transactions are managed by our transfer issuance company, Colonial. If you are a current stockholder from a direct investment, you should have received a letter with login instructions. If you did not, you can reach Colonial here:

Colonial Stock Transfer
66 Exchange Place, Suite 100
Salt Lake City, UT 84111

Phone: 801-355-5740
Fax: 801-355-6505

Email: shareholders@colonialstock.com
Web: https://www.colonialstock.com/

If you previously purchased stock directly from the company and would like to remove restrictions, please follow the steps below. Follow the instructions to remove restrictions here: https://www.originclear.com/shares

WHAT IS THE STREAMLINED PROCEDURE FOR REMOVING RESTRICTIVE LEGENDS?

Whether you have DRS (shares held electronically by Colonial), or have a physical certificate, the procedure is the same.

Follow the instructions to remove restrictions here: https://www.originclear.com/shares

If you are simply removing restrictions from stock, follow these five simple steps (If you are unsure, discuss this with Investor Relations or call 877-999-6645, ext 6).

1. Download the Rule 144 Representation Letter.
• Indicate the number of shares.
• Indicate the manner and date in which these shares were acquired.
• Sign and print your name on the second page, along with your email address and fax number.
  Note: If the shares are registered in the name of an entity, you must also include a corporate resolution.
2. Now print this out and fax it to 323-315-2303, with a copy of the front and back of your stock certificate. If your shares are held electronically (DRS), only fax the Rule 144.
3. Our SEC counsel, Sichenzia Ross Friedman Ference LLP, will process this and return it to you via email or fax with a legal opinion. They will also forward the legal opinion to Colonial, instructing them to remove the restrictions.
4. Download the Instruction Letter.
   1. Instruct Colonial to either send you a physical certificate (*fees apply) or to hold the shares electronically (free) ($125.00 per year).
   2. Fill out contact information, sign, and date

*If you request an unrestricted certificate there is a $25.00 fee per certificate. If you chose to keep the shares electronically, Colonial will mail you a statement instead. (Holding shares electronically is much easier for transferring or selling shares, especially to brokerage firms, and international banks, such as in Canada, etc.)

        5. Mail or express the following items to Colonial (address below):

Mail to:

Colonial Stock Transfer
66 Exchange Place, Suite 100
Salt Lake City, UT 84111

Phone: 801-355-5740
Fax: 801-355-6505

Email: shareholders@colonialstock.com
Web: https://www.colonialstock.com/

Be sure to contact Investor Relations or call 877-999-6645 at any time if you need help with this procedure.

For more information on DRS, refer to the section below entitled “How do I sell or transfer my shares through DRS (Direct Registration Services), once my restrictive legends have been lifted?”.

WHAT IF I WANT A PHYSICAL CERTIFICATE?

If you would rather have a certificate, you can contact Colonial immediately after receiving your statement, and they will mail you a certificate instead.

HOW DO I SELL, HOLD, OR TRANSFER MY SHARES THROUGH DRS (DIRECT REGISTRATION SERVICES), ONCE MY RESTRICTIVE LEGENDS HAVE BEEN LIFTED?

The greatest benefit of DRS is the simplicity of moving the shares after the restriction period is complete. Once your restrictive legends have been removed, you can instruct Colonial to do one of the following:

1. Transfer your shares into a brokerage account.
2. Request Colonial to send you an unrestricted certificate.
3. Have Colonial hold on to your shares until you are ready to move them.

OTHER BENEFITS OF DRS (DIRECT REGISTRATION SERVICES):

According to Colonial, here are some additional benefits of the electronic system:

• Avoid the risks and costs associated with the storage and delivery of certificates
• Receive increased efficiency of transfer
• Move shares electronically between a transfer agent and broker
• Avoid lost or stolen certificates and replacement fees (3% of the market value)
• Receive timely notification and immediate receipt of many corporate action entitlements
• Receive clear accounting and audit trail of assets on statements of holdings
• Have no risk of fraudulent presentation of their previously canceled certificates

OriginClear encourages this convenient system for all its shareholders. Should you require further details, do not hesitate to call our Investor Relations Department.

HOW CAN I CHANGE THE INFORMATION ON MY STOCK CERTIFICATES, OR REPORT A LOST CERTIFICATE?

To change information or report lost certificates, please contact Colonial at 801-355-5740.

CODE OF BUSINESS CONDUCT AND ETHICS

(Adopted by the Board of Directors on 22 March, 2011)

A. INTRODUCTION

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of OriginClear, Inc. (the “Company”). A ll of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The code should also be provided to and followed by the Company’s agents and representatives, including consultants.

Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 13 of this Code.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Obey the law, both in letter and in spirit. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.

2. CONFLICTS OF INTEREST. A “conflict of interest” exists when a person’s private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.

3. INSIDER TRADING. Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.

4. CORPORATE OPPORTUNITIES. Employees, officer and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain and no employee may compete with the Company, directly or indirectly.

5. COMPETITION AND FAIR DEALING. We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

6. DISCRIMINATION AND HARASSMENT. The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

7. HEALTH AND SAFETY. The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.

8. RECORD-KEEPING. The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s systems of accounting and internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable laws or regulations.

Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including access to the internet, for personal or non-Company business.

9. CONFIDENTIALITY. Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.

10. PROTECTION AND PROPER USE OF COMPANY ASSETS. All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.

The obligation of officers, directors and employees to protect the Company’s assets includes it proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

11. PAYMENTS TO GOVERNMENT PERSONNEL. The Unites States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel. The promise, offer or delivery to an official or employee of the U. S. government of a gist, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

12. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS. Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.

13. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR. Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation. It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination.

Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

B. CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

The Company’s Code of Business Conduct and Ethics is applicable to all employees, officers and directors of the Company. The Chief Executive Officer (CEO) and senior financial officers of the Company, including its chief financial officer and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. However, in addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers of the Company are also subject to the following specific policies:

The CEO and senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise impairs the ability of the Company to make full, fair, accurate, timely and understandable public disclosures.

The CEO and each senior financial officer shall promptly bring to the attention of the Company’s Audit Committee and/or the full Board of Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors and/or the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors and/or Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.

The Board of Directors shall determine, or designate appropriate persons to determine appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics of these additional procedures by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

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