0001144204-14-029166 Sample Contracts

PLACEMENT AGENT WARRANT AGREEMENT
Placement Agent Warrant Agreement • May 9th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • New York

WARRANT AGREEMENT dated as of November 22, 2013, between Armada Water Assets, Inc., a Nevada corporation (the “Company”), and Aegis Capital Corp. (the “Placement Agent”).

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WESTERN SLOPE CONVERSION AND NOTE MODIFICATION AGREEMENT
Western Slope Conversion and Note Modification Agreement • May 9th, 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 AGREEMENT
Devonian Conversion and Note Modification Agreement • May 9th, 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 AGREEMENT
Barstow Conversion and Note Modification Agreement • May 9th, 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”).

CONVERSION AGREEMENT
Conversion Agreement • May 9th, 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”).

PROMISSORY NOTE AGREEMENT
Promissory 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.

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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