AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
ENERGY RECOVERY, INC.
Energy Recovery, Inc., a corporation organized and existing under the laws of the State of Delaware (the
“Corporation”), hereby certifies as follows:
A. The name of this corporation is Energy Recovery, Inc. The Corporation’s original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on March 8, 2001, under the original
name of ERI Acquisition Corp.
B. This Amended and Restated Certificate of Incorporation has been duly approved by the Board of
Directors of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the
State of Delaware (the “DGCL”).
C. This Amended and Restated Certificate of Incorporation has been duly approved by written consent of
the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the DGCL.
D. The text of the Certificate of Incorporation of this Corporation is hereby amended and restated to read
in its entirety as follows:
The name of the corporation is Energy Recovery, Inc. (the “Corporation”).
The address of the Corporation’s registered office in the State of Delaware is 1201 Orange Street,
Suite 600, in the City of Wilmington, County of New Castle, Delaware, 19801. The name of its registered agent
at such address is Agents and Corporations, Inc.
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in
any lawful act or activity for which corporations may be organized under the DGCL.
Section 1. This Corporation is authorized to issue two classes of stock, to be designated, respectively,
Common Stock and Preferred Stock. The total number of shares of all classes of stock which this Corporation is
authorized to issue is Two Hundred Ten Million (210,000,000) shares, of which Two Hundred