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 • February 14th, 2014 • Armada Water Assets Inc • Water supply • 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 Mitch Burroughs, an individual resident in the State of Colorado (the “Executive”).
PROMISSORY NOTE AGREEMENTPromissory Note Agreement • February 14th, 2014 • Armada Water Assets Inc • Water supply • 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.
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.
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. 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.
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.
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.”
