PLACEMENT AGENT WARRANT AGREEMENTPlacement Agent Warrant Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • New York
WARRANT AGREEMENT dated as of May 9, 2013, between Armada Water Assets, Inc., a Nevada corporation (the "Company"), and Aegis Capital Corp. (the “Placement Agent”).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Note Conversion Agreement (this “Agreement”) is made and entered into as of June __, 2014 by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and ___________________________________ (“Holder”).
PROMISSORY NOTEArmada Water Assets Inc • February 14th, 2014 • Water supply • New York
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, as of the Effective Date, Armada Water Assets, Inc., a Nevada corporation (the “Borrower”), hereby unconditionally promises to pay to the order of ______________ or his assigns (the “Noteholder”, and together with the Borrower, the “Parties”), the principal amount of _________________________ Dollars ($___________) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (the “Note”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Texas
This Amended and Restated Employment Agreement (this “Agreement”) is made as of January 1, 2014 (“Effective Date”), by and between Armada Water Assets, Inc., a Nevada corporation (the “Employer”), and Sami Ahmad, an individual resident in the State of Texas (the “Executive”).
WESTERN SLOPE CONVERSION AND NOTE MODIFICATION AGREEMENTWestern Slope Conversion and Note Modification Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Conversion Agreement (this “Agreement”) is made and entered into as of March 28, 2014 by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and the person or entity whose name is set forth on the signature page attached hereto (“Holder”).
DEVONIAN CONVERSION AND NOTE MODIFICATION AGREEMENTDevonian Conversion and Note Modification Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Conversion Agreement (this “Agreement”) is made and entered into as of ________, 2014 by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and the person or entity whose name is set forth on the signature page attached hereto (“Holder”).
BARSTOW CONVERSION AND NOTE MODIFICATION AGREEMENTBarstow Conversion and Note Modification Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Conversion Agreement (this “Agreement”) is made and entered into as of _________, 2014 by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and the person or entity whose name is set forth on the signature page attached hereto (“Holder”).
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
FOR VALUE RECEIVED, ARMADA WATER ASSETS, INC., a Nevada corporation with an address of 2425 Fountain View Drive, Suite 300, Houston, TX, 77057 (“Maker”), promises to pay to the order of MOONLIGHT ENTERPRISES, LTD., with an address of 2ND Floor, Capital City, Independence Avenue, Victoria, Mahé, Republic of Seychelles, its successors and assigns (“Holder”), the principal sum of Five Hundred Thousand Dollars ($500,000.00), in lawful money of the United States of America, together with interest thereon as hereinafter specified.
CONVERSION AGREEMENTConversion Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Conversion Agreement (this “Agreement”) is made and entered into as of March 31, 2014 by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and ___________________________________ (“Holder”).
MEMBER INTEREST PURCHASE AGREEMENT BY AND AMONG ARMADA WATER ASSETS, INC., BARSTOW PRODUCTION WATER SOLUTIONS, LLC, AND THE MEMBERS OF BARSTOW PRODUCTION WATER SOLUTIONS, LLC FEBRUARY 1, 2013Member Interest Purchase Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
Agreement entered into as of February 1, 2013, by and among Armada Water Assets, Inc., a Nevada corporation (“Armada”), Barstow Production Water Solutions, LLC, a Texas limited liability company (“Barstow”), BelPhil Investment Partners, LLC., a Delaware limited liability company (“BelPhil”), Arnold Huerta, an individual (“Huerta”), and D. Lee Washington, an individual (“Washington”). BelPhil, Huerta and Washington are referred to herein collectively as the “Members,” and individually as a “Member.” Each of Armada, Barstow and the Members are referred to herein individually as a “Party” and collectively as the “Parties.” Certain other capitalized terms used herein have the meanings ascribed to them in Section 7(a) of this Agreement.
ARMADA WATER ASSETS, INC. STOCK OPTION AGREEMENT UNDER THE ARMADA WATER ASSETS, INC.Stock Option Agreement • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Agreement is made as of the date set forth on Schedule A hereto (the “Grant Date”) by and between Armada Water Assets, Inc. (the “Company”), and the option holder named on Schedule A hereto (the “Holder”).
ContractArmada Water Assets Inc • February 14th, 2014 • Water supply • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THAT SUCH REGISTRATION IS NOT REQUIRED.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Indemnification Agreement (this “Agreement”) is made this ____ day of May, 2014, between Armada Water Assets, Inc., a Nevada corporation (the “Company”) and __________, an individual (“Indemnitee”).
EXCLUSIVE DISTRIBUTOR AGREEMENTExclusive Distributor Agreement • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Texas
THIS EXCLUSIVE DISTRIBUTOR AGREEMENT (the “Agreement”) is entered into as of this 6th day of June, 2014 (“Effective Date”), by and between RecyClean Consulting Services, Inc., a Pennsylvania corporation, with a principal address of 9195 North Uinta Circle, Kamas, UT, 84036 (“RCS”) and Armada Water Assets, Inc., a Nevada corporation with a principal address of 2425 Fountain View Drive, Suite 300, Houston, Texas, 77057 (“Distributor”).
SECOND SUPPLEMENT TO STOCK PURCHASE AGREEMENT SUMMIT HOLDINGS, INC. [,] A COLORADO CORPORATIONStock Purchase Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec
THIS SECOND SUPPLEMENT TO STOCK PURCHASE AGREEMENT SUMMIT HOLDINGS, INC. [,] A COLORADO CORPORATION, (hereinafter “First Supplement”) is made and entered into this 5th day of June, 2013, by and between RON [ALD J.] RICHARDSON and JAY [V.] HARALSON (hereinafter jointly “Sellers”) ARMADA WATER ASSETS, INC., a Nevada corporation, authorized to transact business in Colorado, (hereinafter “Buyer”), and SUMMIT HOLDINGS, INC., a Colorado corporation, (hereinafter “Corporation”). Sellers, Buyer and Corporation are sometimes referred to individually as a “Party” and collectively as the “Parties.”
FIRST SUPPLEMENT TO STOCK PURCHASE AGREEMENT SUMMIT HOLDINGS, INC. [,] A COLORADO CORPORATIONStock Purchase Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec
THIS FIRST SUPPLEMENT TO STOCK PURCHASE AGREEMENT SUMMIT HOLDINGS, INC. [,] A COLORADO CORPORATION, (hereinafter “First Supplement”) is made and entered into this 5th day of June, 2013, by and between RON [ALD J.] RICHARDSON and JAY [V.] HARALSON (hereinafter jointly “Sellers”) ARMADA WATER ASSETS, INC., a Nevada corporation, authorized to transact business in Colorado, (hereinafter “Buyer”), and SUMMIT HOLDINGS, INC., a Colorado corporation, (hereinafter “Corporation”). Sellers, Buyer and Corporation are sometimes referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER By and Among ARMADA WATER ASSETS, INC. and DAC CORP. and DEVONIAN ACQUISITION CORPORATION and THE PRINCIPAL STOCKHOLDERS OF DEVONIAN ACQUISITION CORPORATION and AUSTIN LEASING PARTNERS, LLC (Stockholders’ Agent) Dated:...Agreement and Plan of Merger • February 14th, 2014 • Armada Water Assets Inc • Water supply • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of March 26, 2013, by and among Armada Water Assets, Inc., a Nevada corporation (“Acquiror”), DAC CORP., a Nevada corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), Devonian Acquisition Corporation, a Nevada corporation (“Devonian ”), Austin Leasing Partners, LLC, a Delaware limited liability company (“Austin Leasing”), Austin Water Holdings, LLC, a Delaware limited liability company (“Austin Water”), Don L. Washington (“Washington”), Arnaldo Huerta (“Huerta”), and Thomas R. Brown, Jr. (“Brown”) and Austin Leasing, as stockholders’ agent (the “Stockholders’ Agent”, and collectively with Austin Leasing, Austin Water, Washington, Huerta and Brown, the “Principal Stockholders”). The Acquiror, Devonian, the Principal Stockholders and the Stockholders’ Agent are referred to herein individually as a “Party” and collectively as the “Parties”.
ARMADA WATER ASSETS, INC. STOCK OPTION AGREEMENT UNDER THE ARMADA WATER ASSETS, INC.Stock Option Agreement • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Agreement is made as of the date set forth on Schedule A hereto (the “Grant Date”) by and between Armada Water Assets, Inc. (the “Company”), and the option holder named on Schedule A hereto (the “Holder”).
Armada Water Assets, Inc. Houston, TX, 77057 February 1, 2014Armada Water Assets Inc • June 20th, 2014 • Oil & gas field services, nec • Colorado
Thank you for your patience as we continue to build out the infrastructure and grow Armada Water Assets, Inc. into a world-class all-inclusive water treatment and oil field services business. The purpose of this Letter Agreement is to codify our agreement to modify certain of the provisions of the stock purchase agreement pursuant to which we agreed to purchase the stock of Summit Holdings, Inc. on June 5, 2013.
ARMADA WATER ASSETS, INC. AMENDED AND RESTATED STOCK OPTION AGREEMENT UNDER THE ARMADA WATER ASSETS, INC.Stock Option Agreement • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Amended and Restated Stock Option Agreement is made as of the date set forth on Schedule A hereto (the “Grant Date”) by and between Armada Water Assets, Inc. (the “Company”), and the option holder named on Schedule A hereto (the “Holder”).
SERIES D PREFERRED STOCK CONVERSION AGREEMENTSeries D Preferred Stock • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Series D Preferred Stock Conversion Agreement (this “Agreement”) is made and entered into as of this _____ day of July, 2014 (the “Effective Date”) by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and the stockholder listed on Schedule A hereto (hereafter “Stockholder”).
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • May 9th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Colorado
FOR VALUE RECEIVED, ARMADA WATER ASSETS, INC., a Nevada corporation with an address of 2425 Fountain View Drive, Suite 300, Houston, TX, 77057 (“Maker”), promises to pay to the order of RONALD J. RICHARDSON, at 680 Independence Valley Drive, Grand Junction, Colorado 815071, its successors and assigns (“Holder”), the principal sum of Two Hundred and Ninety Eight Thousand and Four Hundred Dollars ($298,400.00), in lawful money of the United States of America, together with interest thereon as hereinafter specified.
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
FOR VALUE RECEIVED, ARMADA WATER ASSETS, INC., a Nevada corporation with an address of 2425 Fountain View Drive, Suite 300, Houston, TX, 77057 (“Maker”), promises to pay to the order of WILLIAM MILLER, an individual, with an address of 2216 Sunset Boulevard, Houston, Texas 77005, his successors and assigns (“Holder”), the principal sum of Three Hundred Thousand Dollars ($300,000.00), in lawful money of the United States of America, together with interest thereon as hereinafter specified.
SERIES B PREFERRED STOCK CONVERSION AGREEMENTSeries B Preferred Stock • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Series B Preferred Stock Conversion Agreement (this “Agreement”) is made and entered into as of this _____ day of July, 2014 (the “Effective Date”) by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and the stockholders listed on Schedule A hereto (hereafter individually “Stockholder” and collectively “Stockholders”).
Armada Water Assets, Inc. 2425 Fountain View Dr., Suite 300 Houston, TX 77057 January 24, 2014Stock Purchase Agreement • February 14th, 2014 • Armada Water Assets Inc • Water supply • Colorado
Thank you for your patience as we continue to build out the infrastructure and grow Armada Water Assets, Inc. into a world-class all-inclusive water treatment and oil field services business. The purpose of this Letter Agreement is to codify our agreement to modify certain of the provisions of the stock purchase agreement pursuant to which we agreed to purchase the stock of Summit Holdings, Inc. on June 5, 2013.
SERIES C PREFERRED STOCK CONVERSION AGREEMENTSeries C Preferred Stock • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Series C Preferred Stock Conversion Agreement (this “Agreement”) is made and entered into as of this _____ day of July, 2014 (the “Effective Date”) by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and the stockholders listed on Schedule A hereto (hereafter individually “Stockholder” and collectively “Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2014 • Armada Water Assets Inc • Water supply • New York
This Registration Rights Agreement (this “Agreement”), dated as of ___________, 2013 (the “Effective Date”), is entered into by and between Armada Water Assets, Inc., a Nevada corporation (the “Company”), and Aegis capital Corp., a ______ corporation (“Aegis”), as placement agent and attorney-in-fact for the purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) of Common Stock (as defined below) pursuant to Subscription Agreements (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”) by and between the Company and each Purchaser.
ARMADA WATER ASSETS, INC. Securities Purchase Agreement Common Stock CONFIDENTIAL Placement Agent AEGIS CAPITAL CORP. 810 Seventh Avenue 18th floor New York, New York 10019 Tel (212) 813-1010 Fax (212) 813-1047 NOTICE TO OFFEREESSecurities Purchase Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • New York
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
ARMADA WATER ASSETS, INC. Securities Purchase Agreement Convertible Term Notes CONFIDENTIAL Placement Agent AEGIS CAPITAL CORP. 810 Seventh Avenue 18th floor New York, New York 10019 Tel (212) 813-1010 Fax (212) 813-1047 NOTICE TO OFFEREESSecurities Purchase Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • New York
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
STOCK PURCHASE AGREEMENT SUMMIT HOLDINGS, INC. A COLORADO CORPORATIONStock Purchase Agreement • February 14th, 2014 • Armada Water Assets Inc • Water supply
THIS AGREEMENT is made and entered the 5th day of June, 2013 by and between Ron Richardson and Jay Haralson (hereinafter collectively “Sellers”), Armada Water Assets, Inc., a Nevada Corporation (hereinafter “Buyer”), and Summit Holdings, Inc., a Colorado corporation (“Corporation”). Sellers, Buyer, and Corporation are sometimes referred to individually as a “Party” and collectively as the “Parties.”
SERIES A PREFERRED STOCK CONVERSION AGREEMENTSeries a Preferred Stock • July 22nd, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
This Series A Preferred Stock Conversion Agreement (this “Agreement”) is made and entered into as of this _____ day of July, 2014 (the “Effective Date”) by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and the stockholders listed on Schedule A hereto (hereafter individually “Stockholder” and collectively “Stockholders”).
EXCHANGE AGREEMENTExchange Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of September 20, 2013, is entered into among Armada Water Assets, Inc., a Nevada corporation (“Armada”) and the stockholders of Western Slope Acquisition Corp., a Nevada corporation (“Western Slope”) listed on Schedule 1 hereto (collectively the “Shareholders”) and the Noteholders (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated on and as of the latest date set forth on the signature page hereto, by and between Armada Water Assets, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereof (“Purchaser”).
