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”).
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.
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.”
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.
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.
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.
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).
