STOCK PURCHASE AGREEMENT


SUMMIT HOLDINGS, INC.


A COLORADO CORPORATION


 


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.”


 


RECITALS AND BACKGROUND


 


A.           Corporation
is a Colorado corporation in good standing with the State of Colorado.


 


B.           Ron
Richardson owns 499 shares of Corporation and Jay Haralson owns 501 shares of Corporation for a total of 1,000 shares of the common
stock of Corporation, which represents all of the issued and outstanding shares of stock of Corporation.


 


C.           Sellers
desire to sell and Buyer desires to purchase all of the issued and outstanding shares of stock of Corporation pursuant to the terms
and provisions hereof.


 


NOW THEREFORE, in consideration of the mutual
promises and covenants contained herein and other good and valuable consideration, the Sellers (jointly and severally), the Buyers,
and the Corporation mutually agree as follows:


 


AGREEMENT


 


Section 1- Purchase of Stock of Corporation


 


1.01         Buyer’s
Purchase of Corporation Stock. Subject to the terms and conditions set forth herein, on the “Closing” (as hereafter
defined), Buyer agrees to purchase from Sellers all of the issued and outstanding shares of the common stock of Corporation, and
Sellers agree to sell, transfer, and convey to Buyer all of the outstanding shares of the common stock of Corporation. The purchase
price and consideration for the Buyer’s purchase of all of the Corporation’s outstanding shares of stock will be as
set forth herein. Sellers affirmatively represent that there are 1000 issued and outstanding shares of common stock of Corporation
to be purchased by Buyer pursuant hereto, and that such shares are owned 499 shares by Ron Richardson and 501 shares by Jay Haralson.
All of the issued and outstanding shares of Corporation’s stock shall hereafter be referred to as “the Stock.”
The consideration set forth herein to be paid and/or exchanged for purchase of the Stock shall be referred to hereafter as the
“Purchase Price.” Sellers shall execute and deliver to Buyer such stock powers or other documents as are necessary
to transfer and convey the Stock to Buyer.


 




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1.02         Purchase
Price. The total Purchase Price to be paid as consideration for the transfer of the Stock from Sellers to Buyer, payable pro
rata to each Seller based on ownership of shares, is Five Million Five Hundred Thousand Dollars ($5,500,000) payable as follows:


 


		a)	One Million Dollars ($1,000,000) cash, payable at Closing. .



		b)	One Million Dollars ($1,000,000) cash, payable in five (5) equal monthly installments of Two Hundred Thousand Dollars ($200,000)
each, the first such installment to be paid one month following Closing on the same day of the month as the day of the month of
the Closing Date, and each month thereafter until paid in full.



		c)	One Million Dollars ($1,000,000) cash, payable fifteen (15) days following the initial public offering (“IPO”)
of Buyer’s stock, or by September 30, 2013, whichever comes first.



		d)	Two Million Five Hundred Thousand Dollars ($2,500,000) in liquidation value (at the IPO Price) of the Series-C Preferred Stock
of Buyer, to be delivered to the Sellers upon the completion of the IPO (payable pro rata to each Seller based on ownership of
shares as of the Closing), with the terms of the Series C Preferred Stock to be subject to the terms and conditions as are contained
within the Form of Series C Preferred Stock Certificate of Designation attached hereto and made a part hereof as Exhibit “_A”
If the IPO is not accomplished within six months of the Closing then, in lieu of the Series C Preferred Stock, on the six month
anniversary of the Closing, the Buyer will deliver a promissory note to each of the Sellers in the aggregate amount (to both Sellers)
of Two Million Five Hundred Thousand Dollars ($2,500,000), to be divided among the Sellers as they inform the Buyer (the “Note”
or “Notes”) ; with such Notes payable to the Sellers over three years including interest on the unpaid balance at 4%.
If during the term of the Notes, the Buyer completes an IPO, Sellers shall be given the election for a period of fifteen days after
completion of the IPO, to convert the then remaining balance of the Notes into shares of the common stock of the Buyer at the IPO
price. 



 


Section 2–Closing


 


2.01         Time
and Place of Closing. The Closing of the sale and purchase of the Stock (“the Closing” as such term is used herein)
shall be held at the offices of _____________________________ at ________________ a.m. /p.m.
on May 31, 2013, or at such other time, or at such other place, as the Parties hereto may agree (the “Closing Date”).


 


2.02         Transactions
at Closing. At the Closing, in addition to any other instruments or documents referred to herein:


 


(a)      
    Sellers shall deliver to Buyer, free and clear of any lien, claim or encumbrance, certificates
representing the Stock duly endorsed in blank or with duly executed stock powers attached.


 




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(b)   
      New stock certificates representing the Stock shall be issued by Corporation and shall be
delivered to Buyer


 


(c)     
     Sellers shall each deliver to Buyer at closing their written resignations as directors,
officers, employees, and agents of Corporation and Summit Energy Services, Inc. They shall also deliver the written
resignation of all other directors and officers of Corporation and Summit Energy Services, Inc.


 


Section 3–Sellers’ Resignation and Non-Competition


 


3.01         Removal
from Corporation’s Bank Accounts. Sellers agree that upon Closing, they will cooperate as necessary to have themselves
removed as signers on any of Corporation’s checking or other bank accounts. Notwithstanding the foregoing, Seller Ron Richardson
may remain as a signatory until such time as the Buyer is able to secure the release of Mr. Richardson from all personal guarantees
he has of the debts or obligations of the Corporation.


 


3.02         Agreement
Not to Compete. Sellers agree that for a period of three (3) years from the Closing Date (or termination of employment if employed
by Corporation or Buyer after closing), Sellers will not, except as an employee of or independent contractor/consultant for Buyer
or Corporation:


 


(a) Directly or indirectly, or as a partner,
manager, member, employee, advisor, or agent of any partnership, limited liability company or joint venture, or as a trustee, shareholder,
officer, director, employee, advisor, or agent of any corporation, trust, or other business organization or entity, own, manage,
advise, finance, operate, join, control, or participate in the ownership, management, operation, or control of or be connected
in any manner with any business which (i) is either located within, or solicits business from within the States of Colorado and
Utah, and (ii) is or may be in any way competitive with the types of business activities conducted by the Corporation as of the
date of closing; or


 


(b) Cause, induce or assist in any way any
employee of Corporation or any of its affiliates to resign or sever his or her employment or breach an employment agreement with
Corporation or any of its affiliates.


 


These covenants shall not be held invalid
or unenforceable because of the scope of the territory or actions subject hereto or restricted hereby, or the period of time within
which such covenants are operative; but the maximum territory, the actions subject to such covenants and the period of time in
which such covenants are enforceable, respectively, are subject to determination by a final judgment of any court which has jurisdiction
over the Parties and subject matter, following the Parties’ compliance with the dispute resolution provisions of Section
11.04, below. A more detailed Non-Compete Agreement may be included in the closing documents and executed at Closing, which document
Buyer shall prepare at its sole expense and which it will supply to Sellers for review and approval not less than seven (7) days
prior to closing.


 




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Section 4–Representations and Warranties of Sellers


 


Sellers (jointly and severally) hereby represent
and warrant to Buyer as follows:


 


4.01         Corporation
Existing Organization. Corporation, and Summit Energy Services, Inc., a wholly owned subsidiary of Corporation, are both corporations
duly organized and validly existing and in good standing under the laws of the State of Colorado. Sellers have or will deliver
to Buyer complete and correct copies of Corporation’s and Summit Energy Services, Inc.’s Articles of Incorporation,
By-Laws and Minute Book and any and all amendments thereto. Corporation and Summit Energy Services, Inc. have all requisite power
and authority to own or lease and to operate their properties and equipment and to carry on their businesses as such businesses
are now conducted (the “Business”).


 


4.02         Authority
of Sellers. Sellers are individuals and enter into this transaction on their own behalf and with full authority.


 


4.03         Subsidiaries.
Corporation has one wholly owned subsidiary by the name of Summit Energy Services, Inc., which shall remain a subsidiary of Corporation
following the Stock purchase and shall therefore be transferred in its entirety to Buyer pursuant to this Agreement. All references
herein to Corporation shall include and be interpreted to include this subsidiary, and all representations, warranties, and obligations
of the Sellers shall include representations, obligations, and warranties with respect to the subsidiary in the same manner. Other
than Summit Energy Services, Inc., Corporation has no subsidiaries and does not own or hold any interest in any corporations, general
partnerships, limited partnerships, limited liability companies, trusts, entities, joint ventures or any other unincorporated trade
or business enterprise.


 


4.04         Capitalized
Stock. The authorized capital stock of Corporation consists of 50,000 shares of common stock, no par value per share, of which
the only issued and outstanding shares are the 1000 shares held by Sellers on the date hereof. All of the issued and outstanding
shares of Corporation will be sold by Sellers to Buyer in consideration for this Agreement and such shares are validly issued and
outstanding, fully paid and non-assessable. Except as provided for herein, there are no commitments for the purchase or sale of,
and no options, warrants or other rights to subscribe for or purchase, any stock or other securities of Corporation.


 


4.05         Title
to Stock.  Sellers have, and as of the consummation of the Closing will have, sole record and beneficial ownership
of all of the Stock, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement,
option, equity, or other adverse claim thereto or interest therein and the Stock is not subject to any buy-sell agreement or other
agreements with other Sellers or any other persons or entities, except for being subject to the terms hereof.


 




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4.06         Non-Contravention.
The execution and delivery of this Agreement and any other related agreements contemplated hereby to which Sellers are or will
be parties, and the consummation of the transactions contemplated hereby and thereby, will not to Sellers’ knowledge and
belief (a) violate or conflict with any provision of the Articles of Incorporation or By-Laws of Corporation; or (b) constitute
a violation of, be in conflict with, or constitute or create a default under or pursuant to (I) any agreement or instrument to
which Sellers or the Corporation are or may be a party; or (II) any statute, judgment, decree, order, regulation or rule of any
court or governmental or regulatory authority of which the Sellers are aware and to which Sellers or Corporation are subject.


 


4.07         Financial
Statements; Liabilities. To Sellers’ knowledge and belief, with Buyer’s express understanding that Sellers are
not CPA’s, accountants, bookkeepers or tax law experts:


 


(a) The consolidated balance sheet of Corporation
and the consolidated statements of profit and loss for year-end 2010, 2011, and 2012, and for the stub period of January 1, 2013
to March 31, 2013, and the balance sheet and statements of profit and loss for the same period for Green Tech (OLDCO), Inc., a
former subsidiary of Corporation (“Green”), changes in financial position of Corporation, together with the
related notes and schedules attached thereto (collectively the "Corporation Financial Statements"), copies of
which are attached hereto as Exhibit B and made a part hereof: (i) are in accordance with the books of account and records of Corporation
and Green; (ii) fairly present the Corporation's and Green’s financial position and the results of their operations as of
the dates and for the periods therein specified; and (iii) do not include or omit to state any material fact which renders such
financial statements misleading or inaccurate.


 


(b) Except as and to the extent shown or
provided for in the Corporation Financial Statements or as disclosed in this Agreement, the Corporation has no material liabilities
or obligations (whether accrued, absolute, contingent or otherwise) which are a claim against any of the assets or properties of
Corporation or constitute a material liability of the Corporation itself.


 


4.08         Absence
of Certain Changes. Since the date of the Corporation Financial Statements, except as disclosed in Schedule 11 of Exhibit B
to this Agreement, there has not been:


 


(a) to Sellers’ knowledge and belief,
any damage, destruction or loss, whether or not covered by insurance, which materially and adversely affects the assets, financial
condition, or business of Corporation;


 


(b) Any increase in the rate of compensation
payable to any officer or employee, or any bonus, percentage compensation, service award or like benefit granted, made or accrued
to any such officer or employee;


 


(c) Any pension, retirement, employee welfare
or similar benefit arrangement made or agreed to;


 




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(d) Any material and adverse change in the
assets, financial condition, or business of Corporation;


 


(e) any distribution of any assets of the
Corporation other than in its normal course of business;


 


(f) any acceleration in the collection of
accounts receivable or delay in the payment of accounts payable, outside of the normal course of business and in accordance with
historical practices;


 


(g) Any issuance of, or agreement to issue,
any additional securities;


 


(h) Any declaration, setting aside, or payment
of a dividend or other distribution in respect of the capital stock of Corporation or, directly or indirectly, any redemption,
purchase or other acquisition or any agreement to redeem or otherwise acquire any shares of such capital stock;


 


(i) The encumbrance of any of Corporation's
assets or the incurrence of any indebtedness or other liabilities (contingent or absolute) by Corporation, other than those unsecured
debts and liabilities incurred in the ordinary course of business;


 


(j) Any prepayment of any obligation shown
on the Corporation Financial Statements; or


 


(k) Any decrease in the amount of total
Sellers' equity below the amount shown on the Corporation Financial Statements.


 


Since March 31, 2013, except as disclosed
in Schedule 11 of Exhibit B to this Agreement, the Corporation has been operated in the normal course of its business, consistent
with past practices.


 


4.09         Ownership
of Facilities and Equipment. Corporation owns or leases all real property, including all fixtures and improvements situated
thereon, and all equipment used in the day to day operations of the Business or which are necessary to conduct the Business in
the manner in which the same has been conducted in the past five (5) years immediately preceding the Closing Date.


 


4.10         Tax
Matters. To Sellers’ knowledge and belief, with Buyer’s express understanding that Sellers are not CPA’s,
accountants, bookkeepers or tax law experts:


 




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(a) Corporation is currently taxed as an
S-Corporation, and has paid all federal and state income taxes due as of the date of closing and is currently not the subject of
any audit by the Internal Revenue Service or any state taxing authority. Sellers and Corporation have not taken any action that
would terminate the Corporation’s qualification for S-Corporation status. Sellers agree to indemnify and hold Corporation
and Buyer harmless should Corporation or Buyer be obligated to pay taxes for 2012 or the short tax year for 2013 and prior tax
years.


 


(b) Corporation has filed, in correct form,
all federal, state and local income, sales, use, ad valorem, intangible, franchise tax and employee benefit plan returns/reports
which are required to be filed by Corporation, has reported all taxable income and loss, and paid all taxes required to be paid
or taxes due pursuant to any assessment received by Corporation, including both penalties and interest. There are no agreements
for the extension of time for the assessment or payment of any taxes.


 


(c) Corporation has properly withheld from
employees' compensation all taxes required to be withheld by it and has timely remitted all such withholdings to the proper taxing
authorities.


 


(d) All amounts received by Corporation
on sales which are required under applicable state law to be trusted have been deposited in trust, and all federal, state and local
income tax returns and information returns required to be filed concerning such trusts and the income from such trusts have been
filed. Corporation has properly reported in income all amounts distributed or distributable to it by such trust(s).


 


(e) The amount accrued as a reserve or liability
for taxes in the Corporation Financial Statements and to be accrued by Corporation through Closing Date is and shall be sufficient
for payment of all taxes of Corporation, whether disputed or not, for the period ending on the Closing Date and all periods prior
thereto.


 


(f) Sellers, jointly and severally, are
responsible for all federal and state tax liabilities and matters accruing before Closing, and will work with the Corporation so
all returns are properly prepared and timely filed.


 


4.11         Rights
of Third Parties. Other than as disclosed in the Schedules to Exhibit B to this Agreement, Corporation has not entered into
any leases, licenses, easements or other agreements, recorded or unrecorded, granting rights to third parties in or with respect
to any real or personal property of Corporation, and no person or entity has any right to possession or occupancy of any property
of Corporation.


 


4.12         Inventories;
Accounts Receivable; Contract Forms. The Corporation's inventories as shown on the Corporation Financial Statements are reflected
at cost. To the best knowledge of the Sellers, the accounts receivable of Corporation are valid and legally enforceable obligations
of the respective debtors, and the Corporation has not been informed by any of its respective account debtors of their intention
not to pay accounts receivable of the Corporation in the ordinary course. The forms of all contracts executed in consideration
for goods or services provided or to be provided by Corporation are in compliance with all federal, state and local laws and regulations.


 




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4.13         Title
and Condition of Properties. To Sellers’ knowledge and belief, with Buyer’s express understanding that Sellers
are not real estate brokers, lawyers or experts:


 


(a) Corporation has good and marketable
title to all of its properties, real and personal, tangible and intangible, and other assets which it purports to own (including
without limitation, all those reflected in the Corporation Financial Statements or the Schedules to Exhibit B to this Agreement),
subject to no mortgage, lien, security agreement, easement, right-of-way, or to any other encumbrances, except as disclosed in
the Schedules to Exhibit B to this Agreement. All real property and improvements thereon, whether leased or owned, are in sound
structural condition and free of any material defects. All personal property and equipment of Corporation are in good operating
condition and repair, subject to ordinary wear and tear.


 


(b) All leases pursuant to which Corporation
leases personal or real property are in good standing, valid and enforceable in accordance with their respective terms, and there
is not, under any of such leases, any existing default or any event which, with notice or lapse of time or both, would constitute
a default.


 


(c) All real property of Corporation, whether
leased or owned in compliance with all zoning ordinances, building codes and other applicable laws and regulations.


 


4.14         Schedules.
The following Schedules to Exhibit B to this Agreement shall be delivered by Sellers to Buyer before the Closing. Such Schedules
are incorporated herein by reference. Each Schedule sets forth true and correct information as of the date of this Agreement, unless
otherwise indicated thereon. Items appropriately disclosed on one Schedule need not also be disclosed on any other Schedule to
such Exhibit B. Schedules shall include information for Corporation and any and all of its subsidiaries, even if only Corporation
is referred to.


 


(a) Real Property - Schedule 1 to Exhibit
B. Legal descriptions of all real property owned or leased by Corporation (including a description of all liens and encumbrances
related thereto) (attach copies of each lease agreement);


 


(b) Equipment. Machinery, Furniture. etc.
- Schedule 2 to Exhibit B. A list of all major items of equipment, machinery, furniture and fixtures owned or leased by Corporation,
indicating which items are owned and which are leased (attach copies of each lease agreement);


 


(c) Motor Vehicles - Schedule 3 to Exhibit
B. A list of all automobiles, trucks and other vehicles indicating which are owned and which are leased (attach copies of each
lease agreement);


 


(d) Contracts - Schedule 4 to Exhibit B.
A list and description of all contracts, agreements and commitments, of Corporation involving more than $1,000, including without
limitation, mortgages, indentures, and loan agreements;


 




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(e) Insurance - Schedule 5 to Exhibit B.
Copies of all insurance policies currently in force; copies of all liability insurance policies, including general, professional
and umbrella liability policies;


 


(f) Personnel - Schedule 6 to Exhibit B.
A list of the names, current annual salary rate, rights to bonuses, options and other incentive compensation and all other compensation
in addition to salary for each employee of Corporation; copies of all Form W-2s issued for calendar year 2012; a list of all employee
welfare and pension benefit plans, agreements or arrangements (including but not limited to deferred compensation plans, incentive
plans, bonus plans or arrangements, stock option plans, stock purchase plans, golden parachute agreements, severance pay plans,
cafeteria plans and other similar plans, agreements and arrangements) that are currently in effect or were maintained within three
(3) years of the date of this Agreement or have been approved before this date but are not yet effective for the benefit of directors,
officers, employees or former employees or their beneficiaries of Corporation; and as to each such plan, agreement or arrangement,
copies of each plan, agreement or arrangement, the trust, group annuity contract or other documents that provides any funding,
the three most recent annual Form 5500, 990 and/or 1041 reports, the most recent actuarial report, summary plan description, summary
of material modification, IRS determination letter and all rulings requested subsequent to the date of that determination letter,
and all correspondence with the IRS or the Department of Labor which relates to anyone or more of the plans, agreements or arrangements
on matters still pending before it;


 


(g) Litigation - Schedule 7 to Exhibit B.
A description of all pending or threatened litigation, administrative, arbitration or other proceedings to Sellers’ knowledge
and belief in which Corporation or Sellers is a party or may become a party, involving the Corporation, the Business or the Stock;
the names, addresses and phone numbers of attorneys representing Corporation or Sellers in each matter;


 


(h) Indebtedness - Schedule 8 to Exhibit
B. A list of all indebtedness of Corporation not shown on the Corporation Financial Statements other than current trade accounts
payable; a separate list of all indebtedness of Corporation the payment of which is secured by property of Corporation (attach
copies of the debt and security instruments);


 


(i) Permits - Schedule 9 to Exhibit B. A
list and copies of each permit, license or similar authorization from any governmental authority issued with respect to the Business
or property of Corporation;


 


(j) Income Tax Returns - Schedule 10 to
Exhibit B. Copies of the three (3) most recent years' federal, state and local income tax returns, and employee benefit plan returns,
including all schedules and amendments, if any, thereto; all documents relating to refund claims, if any; and all correspondence,
notices, audit examination reports, and other documents relating to the income tax returns for the past three (3) tax years; and


 




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(k) Changes and Other Disclosures - Schedule
11 to Exhibit B. A description of all material changes in or additions to the information furnished as a part of the foregoing
Schedules occurring between the date of such information and the Closing Date.


 


4.15         Default.
The Corporation is not in default under, nor has any event occurred which, with notice or the lapse of time or both, could result
in a default under any outstanding note, indenture, mortgage, contract to which Corporation is a party or by which it is bound,
or under any provision of the Articles of Incorporation or Bylaws of Corporation. The execution, delivery and performance of this
Agreement and the consummation of the transaction contemplated hereby will not violate any provision of, or result in the breach
of, modification of, acceleration of, or constitute a default under, any law, order, injunction or decree of any court, governmental
agency or arbitration tribunal or any contract, note, mortgage, security agreement, other agreement or instrument to which Corporation
or Sellers is a party or by which Corporation or Sellers is bound.


 


4.16         Litigation.
To Sellers’ knowledge and belief, no action or proceeding before any court or governmental body is pending or, to the best
knowledge of Sellers, is threatened involving Sellers or Corporation wherein a judgment, decree or order would have an adverse
effect on the Stock, the assets or business of Corporation or this transaction or would prevent the carrying out of this Agreement,
declare unlawful the transaction contemplated by this Agreement, cause such transaction to be rescinded, or require Buyer to divest
itself of the Stock. To Sellers’ knowledge and belief, no action or proceeding is pending or to the best knowledge of Sellers,
is threatened against Corporation or Sellers by the Federal Trade Commission ("FTC') or by any state or local governmental
agency.


 


4.17         Court
Orders and Decrees. To Sellers’ knowledge and belief, there is not outstanding or threatened any order, writ, injunction
or decree of any court, governmental agency or arbitration tribunal against or affecting Sellers, the Stock, Corporation or the
Business.


 


4.18         Books
and Records. To Sellers’ knowledge and belief, the books and records of Corporation, including, but not limited to, the
corporate minute books and stock register, are complete and correct in all material respects and reflect a true record of all meetings
or proceedings of the Board of Directors and Sellers of Corporation.


 


4.19         Employee
Benefit Plans. Except as disclosed in Schedule 6 to Exhibit B to this Agreement, Corporation has no employee pension or welfare
benefit plans established for its employees. To Sellers’ knowledge and belief, with Buyer’s express understanding that
Sellers are not pension or benefit plan experts or lawyers, the Corporation:


 


(a) Is in substantial compliance with all
reporting and disclosure requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA");


 


(b) Has had the appropriate Form 5500, 990
and/or 1041 filed timely for each year of its existence;


 




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(c) Has not engaged in any "Prohibited
Transaction" as described in ERISA or the Internal Revenue Code ("Code");


 


(d) Has complied with the bonding requirements
of ERISA;


 


(e) Has no issue pending nor any issue resolved
adversely to the Corporation which may subject the Corporation to a payment of a penalty, interest, tax or other amount; and


 


(f) Can be unilaterally terminated or amended
on no more than ninety (90) days notice.


 


To Sellers’ knowledge and belief,
any voluntary employee benefit association ("VEBA") has been submitted and approved as exempt from federal income tax.
No plan, arrangement or agreement will cause Corporation to have liability for severance pay as a result of Buyer acquiring the
Stock. Corporation does not provide employee post-retirement medical or health coverage or contribute to any plan that does. To
Sellers’ knowledge and belief, all group health plans maintained by Corporation have been operated in compliance with the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"). To Sellers’ knowledge and belief, all employee pension
benefit plans have been submitted to the Internal Revenue Service ("IRS") and are approved as qualifying under the Code.


 


To Sellers’ knowledge and belief,
no facts have occurred which, if known by the IRS, would cause disqualification of any of those plans. To Sellers’ knowledge
and belief, all plans that are required to be funded in accordance with the Code have been so funded. To Sellers’ knowledge
and belief, Corporation has paid all premiums due the Pension Benefit Guaranty Corporation ("PBGC'). To Sellers’ knowledge
and belief, no employee pension benefit plan has been terminated which would cause Corporation to have liability to the PBGC. To
Sellers’ knowledge and belief, Corporation is not, and has not been, a member of a multi-employer benefit plan as that term
is defined in ERISA.


 


4.20         Warranties.
To Sellers’ knowledge and belief, Corporation has not given or made any express warranties to third parties with respect
to any merchandise sold or services performed by Corporation. Sellers have no knowledge of any state of facts or the occurrence
of any event which could form the basis of a claim against Corporation, not fully covered by insurance, for liability on account
of any express or implied warranty.


 


4.21         Labor
Matters. Corporation is not a party to any collective bargaining agreement with any labor union or association covering its
employees. No discussions or negotiations have been conducted with, and no demands or proposals have been made by, any labor union
or association, and there are no pending or threatened labor disputes, strikes or work stoppages. To Sellers’ knowledge and
belief, with Buyer’s express understanding that Sellers are not labor lawyers or labor law experts, Corporation is in compliance
with all federal and state laws respecting employment and employment practices, including, without limitation, wage and hour laws,
and OSHA regulations. To Sellers’ knowledge and belief, Corporation is not engaged in any unfair labor practices.


 




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4.22         Environmental
Matters. To Sellers’ knowledge and belief, with the express understanding of Buyer that Sellers are not environmental
engineers or experts:


 


		(a)	Corporation has all environmental permits and approvals
necessary for Corporation to conduct its Business as the same is now being conducted.



 


		(b)	Corporation has operated, and is presently operating,
in compliance with all applicable federal, state, and local environmental statutes and regulations, and to Sellers's knowledge,
there is no existing regulatory requirement with a future compliance date that will require operational changes or capital expenditures
at the facilities owned or leased by Corporation in the Business.



 


		(c)	No "hazardous substance," as that term is defined
in the Federal Comprehensive Environmental Response, Compensation and Liability Act, no petroleum or petroleum products, and no
"solid waste," as that term is defined in the Federal Resource Conservation and Recovery Act, is present, or has been
leaked, spilled, deposited or otherwise released, on the real property owned or leased by Corporation.



 


		(d)	No "asbestos containing material," "PCBs"
or underground storage tanks are present on or in the real property owned or leased by Corporation.



 


4.23         Legal
and Regulatory Compliance. To Sellers’ knowledge and belief, Corporation operates the Business in compliance with all
applicable federal and state statutes and all governmental regulations.


 


4.24         Licenses
and Continuation of the Business. To Sellers’ knowledge and belief, Corporation is in possession of all licenses, permits,
certificates of occupancy and authorizations under all applicable laws, regulations, rules and ordinances as are necessary to enable
Corporation to own and operate the Business as the same has been and is now being conducted.


 


4.25         Contracts.
To Sellers’ knowledge and belief, none of the parties to the contracts listed in Schedule 4 to Exhibit B to this Agreement
is in breach or default. All such contracts listed in Schedule 4 to Exhibit B are valid, legally binding and enforceable in accordance
with their terms.


 


4.26         Past
Business Practices. To Sellers’ knowledge and belief, the business and services provided by Corporation during the five
(5) years preceding the date of this Agreement have been rendered in a professional and competent manner consistent with prevailing
professional standards, practices and customs relating to said practices prevailing in the State of Colorado, at the time the services
were rendered.


 




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4.27         Investment
Intent; Compliance with Securities Laws. Sellers acknowledge that any preferred or common stock of Buyer that they may acquire
under the terms of this Agreement constitutes restricted securities under Rule 144 of the Securities Act of 1933, as amended (the
“Act”) and that such shares have not been registered under the Act, or any state securities laws, and that Sellers
are purchasing such stock for investment for their own account, not as nominee or agent, and not with a view to the sale or distribution
of any part thereof, and with the recognition that the sale of any such shares will be restricted under the terms of Rule 144.
Sellers further acknowledge and agree that as a condition to the receipt of any such common or preferred stock of the Buyer, Sellers
will execute an Investment Letter on terms satisfactory to Buyer confirming the eligible exemptions under the Act under which any
such shares have been issued to the Sellers, the eligibility of Sellers to acquire the shares, and such other standard and customary
features of an Investment Letter as are required by Buyer in order to comply with applicable securities laws.


 


4.28         Representation
Accuracy. No representation or warranty by Sellers made in this Agreement contains, or on the Closing Date will contain, any
untrue statement of a material fact, or omits, or on the Closing Date will omit, any material fact required to be stated therein
or necessary to make the statements contained therein not misleading.


 


Section 5–Representations and Warranties of Buyer


 


Buyer hereby represents and warrants to
Sellers as follows:


 


5.01         Binding
Agreement. This Agreement and any other agreements contemplated hereby to which Buyer is a party is or will at Closing will
have been duly executed and delivered by Buyer and will constitute, the legal, valid and binding obligation of Buyer and will be
enforceable against Buyer in accordance with the terms hereof and thereof.


 


5.02         Non-Contravention.
To Buyer’s knowledge and belief, the execution and delivery of this Agreement and any other agreements contemplated hereby
to which Buyer is or is to be a party and the consummation of the transactions contemplated hereby and thereby will not constitute
a violation of, or be in conflict with, or constitute or create a default under or pursuant to (I) any agreement or instrument
to which Buyer is or may be a party; or (II) any statute, judgment, decree, order, regulation or rule of any court or governmental
or regulatory authority to which Buyer is subject or have any material adverse effect on the ability of Buyer to perform his obligations
under this Agreement and the other agreements contemplated hereby.


 


5.03         Securities
Laws. Buyer acknowledges that the sale of the Stock that is the subject of this Agreement has not been registered under the
Securities Act of 1933, as amended, or any state securities laws, and that Buyer is purchasing the Stock for investment for its
own account, not as nominee or agent, and not with a view to the sale or distribution of any part thereof.


 




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5.04         Operations
of Corporation Post-Closing. Following Closing, Buyer shall cause Corporation to ratify this Agreement and any other agreements
entered into pursuant hereto or in conjunction herewith and use its best efforts to cause Corporation to perform all of its obligations
under this Agreement and any other agreements entered into pursuant hereto.


 


5.05         Satisfaction
with Due Diligence; Access; Sellers’ Cooperation. Buyer has requested and received full access to any and all information
it requested or required from Sellers about Corporation’s: books; records; contracts and contract forms; operations; assets;
liabilities; furniture; fixtures; facilities; computer and other equipment; motor vehicles; inventory; proof of ownership, rental,
or license of real, personal, and intellectual property and assets; personnel and personnel management; stock certificates, restrictions,
pledges, and ownership; stock options and plans; securities law compliance; other legal and regulatory compliance and action; past
business practices and future business plans; customer lists and data; rights of third parties; finances; loans and lines of credit;
indebtedness; prepayment obligations; equity; accounts payable; accounts receivable; general and sub-ledgers; bank accounts and
statements; financial condition and projections; federal, state, and local income, sales, use, ad valorem, intangible, franchise
and other taxes, tax filings, schedules, liabilities, and projections; employee benefit and pension plans; employee agreements;
employee manuals and personnel policies; salary and contractor rates, payments, and schedules; subsidiaries and affiliates; property,
liability, health, business owners, renters, automobile, and other insurance; warranties; licenses; labor and employment matters;
environmental permits, compliance, and regulatory matters; other operating permits, licenses, and bonds; actual and threatened
litigation; actual or threatened contract or other defaults; other legal or administrative proceedings and orders; title to and
condition of real and personal property; leases and lease compliance; confidential and proprietary information; intellectual property;
and goodwill. Buyer is fully satisfied with the information and access to information it has received from Sellers and Corporation,
and from the employees, contractors, and agents of Sellers and Corporation, and is prepared to enter into and close this Agreement
in light of the totality of that information.


 


5.06         Representation
Accuracy. To Buyer’s knowledge and belief, no representation or warranty by Buyer made in this Agreement contains, or
on the Closing Date will contain, any untrue statement of a material fact, or omits, or on the Closing Date will omit, to state
any material fact required to be stated therein or necessary to make the statements contained therein not misleading.


 


Section 6-Covenants


 


6.01         Access
to Corporation. From and after the date of this Agreement, Sellers will cause Corporation to give to Buyer and its representatives,
full and free access to all properties, books and records of Corporation so that Buyer may have full opportunity to make such further
investigation as it shall desire to make of the affairs of Corporation, provided that such investigation shall not unreasonably
interfere with the operations of Corporation. No information or knowledge obtained either independently or as a result of Buyer's
investigation of Corporation will diminish or otherwise affect the representations and warranties of Sellers.


 




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6.02         Conduct
of Business Pending Closing. Pending the Closing and except as otherwise permitted by this Agreement or as consented to by
Buyer in writing, Sellers covenant that:


 


(a) The Business will be conducted only
in the ordinary course which, without limitation, must include compliance with all applicable laws and regulations to the best
of Sellers’ information and abilities, and the maintenance in force of all insurance policies referred to in Schedule 5 to
Exhibit B to this Agreement;


 


(b) Sellers must not take or permit Corporation
to take any action described in Section 4.08 of this Agreement; and


 


(c) Sellers must preserve Corporation's
business organization intact and use their best efforts to maintain for Corporation the goodwill of suppliers, customers and others
having business relations with Corporation.


 


6.03         Employee
Benefit Plans. Sellers covenant that to the best of its information and ability Corporation will take no action that will prevent
or interfere with Corporation's right and power to freeze its profit sharing or pension plan and discontinue any further contributions
to such plans after the Closing Date or to terminate such plans and distribute the benefits to the participants.


 


6.04         Further
Assurances. From time to time after the Closing, at the request of Buyer, and without further consideration, Sellers will execute
and deliver such additional instruments and will take such other actions as Buyer reasonably may require to convey, assign, transfer
and deliver the Stock and otherwise carry out the terms of this Agreement.


 


6.05         Tax
Filing Responsibility. Sellers and Buyer must cooperate in the preparation and filing of all tax returns of Corporation for
any periods ending on or before the Closing Date, other than state and local returns not required to be filed (taking into account
extensions) prior to the Closing Date.


 


6.06         Reasonable
Efforts. Subject to the terms and conditions of this Agreement, each of the Parties agrees to use all reasonable efforts, to
take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things necessary and appropriate to satisfy
all conditions of and to consummate the transaction contemplated by this Agreement, including cooperating with the other Parties
to this Agreement.


 


6.07         Phase
1 Environmental Inspection. Sellers agree, at their own expense, to conduct a Phase 1 environmental inspection of the DeBeque Property
within 90 days of closing. Sellers further agree, at their own expense, to remedy any environmental contamination issue discovered
by such inspection, and to hold Buyer and Corporation harmless from any contamination hereon. The DeBeque Property is located at
2149 I-70 Frontage Road, Debeque, Colorado, and is leased by Corporation from Grand Valley Vacuum Truck Service, LLC.


 




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Section 7-Conditions to Respective Obligations of Buyer and
Sellers


 


The respective obligations of Buyer and Sellers under this Agreement
are subject to the


Following conditions:


 


7.01         Execution
of Collateral Instruments and Agreements. Each of the following instruments and agreements shall be duly executed and delivered
on the Closing Date by the Parties indicated therein, and shall contain such provisions and be in such form as the Parties thereto
shall, by their execution thereof, approve:


 


(a) Sellers and Buyer shall have executed
an Agreement-Not-To-Compete covering a three (3) year period and providing for the payment of $100.00 at Closing;


 


(b) Key employees identified in Exhibit
C and Buyer shall have executed an Employment Agreement for a period of two (2) years providing an annual salary to be determined,
paid on a regular basis, and subject to annual review.


 


7.02         Blue
Sky Law. Respective counsel for Buyer and Sellers must be satisfied that the transaction contemplated hereby is exempt from
registration or qualification under the state securities laws of any applicable states, or, if not, that all requirements of such
state securities laws have been fulfilled.


 


7.03         Representations
and Warranties True When Made and At Closing. All of the Parties’ representations and warranties in this Agreement must
be true as of the date of this Agreement and on the Closing Date to the best of the Parties’ knowledge, information, and
belief.


 


7.04         Performance
of Obligations. The performance of the obligations of the Parties hereto must be fully discharged prior to or on the Closing
Date.


 


7.05         Certificates
as to Representations and Conditions. If this Agreement is executed prior to the Closing, at the Closing the Parties must furnish
one another with certificates certifying the truth of the representations and warranties of the respective Parties hereto and the
fulfillment of the covenants and conditions to this Agreement to the best of their knowledge, information, and belief.


 


Section 8-Additional Conditions Precedent to Obligations
of Buyer


 


All obligations of Buyer which are to be
discharged under this Agreement at the Closing are subject to the performance at or prior to the Closing of all agreements contained
herein which are to be performed by Sellers at or prior to the Closing and to the following additional conditions (unless expressly
waived in writing by Buyer at any time prior to the Closing):


 




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8.01         Opinion
of Counsel. Buyer must have been furnished with an opinion of counsel for Sellers and Corporation dated as of the Closing Date,
in form and substance reasonably satisfactory to Buyer to the effect that:


 


(a) Corporation is duly organized, validly
existing and in good standing under the laws of its State of incorporation, with full corporate power and authority to operate
the Business as the same is now being conducted and such power and authority will not be adversely affected by the transaction
contemplated herein;


 


(b) The authorized capital stock of Corporation
consists of 50,000 shares of common stock, with no par value, of which 1000 shares are duly and validly issued, fully paid, non-assessable
and outstanding, and are, according to the corporate records of corporation, owned by Sellers;


 


(c) This Agreement has been duly executed
and delivered by each Seller and constitutes the valid and binding obligation of each Seller, enforceable against each Seller in
accordance with its terms;


 


(d) Such counsel does not know of any litigation,
proceeding or governmental investigation pending or threatened against or relating to Corporation or to the assets, properties
or business of Corporation, or against Sellers relating to the Stock, or relating to the transaction contemplated by this Agreement,
which would materially and adversely affect the Stock, the assets, properties or business of Corporation or the transaction provided
for in this Agreement;


 


(e) Sellers are the record owners of the
Stock, free and clear of all liens, encumbrances, charges or assessments, with full power and authority to sell and transfer such
Stock, and upon delivery of the certificates representing the Stock in accordance with this Agreement, Buyer will acquire from
Sellers all rights of Sellers with respect to the Stock, and no other endorsement is required to transfer such rights to Buyer,
and such counsel is not aware of any adverse claim with respect to any of the Stock.


 


8.02         Charter;
Bylaws; Good Standing Certificate; Tax Certificate. Sellers must have delivered to Buyer the following instruments relating
to Corporation:


 


(a) Copies of Corporation's Articles of
Incorporation, including all amendments thereto, certified by the Secretary of State or other appropriate official of its state
of incorporation and Summit Energy Services, Inc.’s Articles of Incorporation, including all amendments thereto, certified
by the Secretary of State or other appropriate official of its state of incorporation;


 


(b) A certificate from the Secretary of
State or other appropriate official of Corporation's state of incorporation to the effect that Corporation and Summit Energy Services,
Inc. are in good standing or subsisting in such jurisdiction;


 




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(c) A copy of the Bylaws of Corporation
and Summit Energy Services, Inc. certified by its Secretary as being true and correct and in effect on the Closing Date;


 


(d) A certificate as to the tax status of
Corporation and Summit Energy Services, Inc. dated no later than fifteen (15) days prior to the Closing Date from the appropriate
official in its state of incorporation.


 


8.03         Corporate
Records; Resignations. Sellers must have delivered to Buyer on the Closing Date:


 


( a) All records of Corporation's and Summit
Energy Services, Inc.’s directors' and Sellers' meetings;


 


(b) All stock transfer records;


 


(c) The Corporate seal for Corporation and
Summit Energy Services, Inc.; and


 


(d) Written resignations of all officers
and directors of Corporation and Summit Energy Services, Inc. effective on the Closing Date.


 


8.04         Release
of Non Compete Obligation. Sellers must have delivered to Buyer, on or before the Closing Date, the agreement of Green , in
a form satisfactory to Buyer, releasing Corporation from all obligations not to compete with Green


 


8.05         Satisfactory
Lien Searches. Sellers shall have delivered to Buyer, or Buyer shall have procured uniform commercial code, lien, judgment and
other searches in all jurisdictions in which the Corporation conducts any business or in which any assets of the Corporation are
located, in form and substance satisfactory to Buyer; which searches shall not reflect any liens, levies, encumbrances or liabilities
of the Corporation other than those amounts reflected on the Corporation Financial Statements or otherwise included in any of the
Corporation’s schedules to this Agreement.


 


Section 9-Survival of Representations, Warranties and Covenants;
Indemnification


 


9.01         Nature
of Representations. For purposes of this Agreement, the contents of all exhibits, certificates, Schedules, and other items
incorporated herein by reference, in addition to the representations and warranties made in this Agreement, constitute representations
and warranties made in this Agreement by Sellers or Buyer, as the case may be.


 


9.02         Survival
of Representations, Warranties and Covenants. The representations, warranties and covenants of the Parties made in this Agreement
shall survive the Closing and any investigation by the Parties with respect thereto.


 




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9.03         Indemnification.


 


(a) Sellers agree, to indemnify and hold
Buyer, their affiliates, officers, directors, employees, and consultants, harmless from all damages, losses or expenses (including,
without limitation, interest and penalties, reasonable attorney fees and expenses) suffered or paid, directly or indirectly, as
a result of or arising out of (i) the breach or failure of any representation or warranty made by Sellers in this Agreement to
be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, subject to the qualifications
and limitations set forth therein, (iii) any breach or nonfulfillment of any agreement made by Sellers in connection with or as
a part of this Agreement, (iii) any violation or claimed violation of any law, rule or regulation, and/or any default upon or with
respect to any contractual commitment, by or on behalf of Corporation or Summit Energy Services, Inc., which violation or default
occurred or is claimed to have occurred prior to the closing and of which Sellers had actual notice prior to the Closing Date;
or (iv) any taxes owed by the Corporation related to any period or periods prior to the Closing date.


 


(b) Buyer agrees to indemnify and hold Sellers,
and Sellers' heirs and legal representatives, harmless from all damages, losses or expenses (including without limitation, interest
and penalties, reasonable attorney fees and expenses) suffered or paid, directly or indirectly, as a result of or arising out of
(i) the failure of any representation or warranty made by Buyer in this Agreement to be true and correct in all material respects
as of the date of this Agreement and as of the Closing Date, subject to the qualifications and limitations set forth therein, or
(ii) any breach or nonfulfillment of any agreement made by Buyer in connection with or as a part of this Agreement.


 


(c)          Notwithstanding
the provisions of subparagraph (a) above, the Buyer shall not be entitled to assert any claim for indemnification as against the
Sellers until the aggregate amount of all such indemnification claims exceed the amount of $100,000 (the “Threshold Amount”);
whereupon thereafter the Buyer shall be entitled to indemnification for the full amount of any such claims against the Sellers,
irrespective of such Threshold Amount.


 


(d)          Each
party has a right to assert a claim to indemnification under the circumstances identified in Sections 9.03(a) or (b) above, and
that right to assert a claim for indemnification will not be affected by any investigation conducted by that party as part of its
due diligence review of the other party or any knowledge acquired (or alleged to have been acquired) by that party (or capable
of being acquired) at any time before the Closing.


 




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9.04         Defense
of Claims.


 


(a) If any claim or action by a third party
arises after the Closing Date for which an Indemnitor is liable under the terms of this Agreement, then the Indemnitee shall notify
the Indemnitor in writing within thirty (30) days after such claim or action arises and is known to the Indemnitee and shall give
the Indemnitor a reasonable opportunity: (i) to take part in any examination of any books and records; (ii) to conduct any proceedings
or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (iii) to take all other required
steps or proceedings to settle or defend any such claim or action; and (iv) to employ counsel (such counsel to be disclosed to
and approved by the Indemnitee) to contest any such claim or action in the name of the Indemnitee or otherwise. If the Indemnitor
wishes to assume the defense of such claim or action, it shall give written notice to the Indemnitee and within ten (10) days thereafter,
and Indemnitee shall permit and Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel
disclosed to and approved by the Indemnitee; provided that the Indemnitee may participate in such defense at its own expense, including
without limitation via separate counsel of its own choosing.


 


(b) If the Indemnitor shall not assume the
defense of any such claim or action, the Indemnitee may defend against any such claim or action in such manner as it may deem appropriate
(provided that the Indemnitor may participate in such defense at its own expense); provided, however, that the Indemnitee may not
settle such claim or action without the prior written consent of the Indemnitor. If no settlement of such claim or action is made,
the Indemnitor, jointly and severally, shall satisfy any judgment rendered with respect to such claim or in such action before
the Indemnitee is required to do so, and pay all expenses, legal or otherwise, including attorney fees and costs reasonably and
necessarily incurred by the Indemnitee in the defense of such claim or action.


 


9.05         Cooperation.
The Parties shall cooperate with each other to maximize the availability of insurance coverage under the policies maintained by
Corporation or Sellers immediately preceding the Closing Date for claims or actions by third parties which may be subject to indemnification,
and, if the insurance carrier for such policies agrees to defend such claim, such defense shall be tendered to such insurance carrier
and the rights of the Parties between themselves regarding the assumption and control of such defense shall be subject to the reasonable
requirements of such insurance carrier.


 


9.06         Definitions.


 


(a) In the case of a claim of indemnification
brought pursuant to Section 9.03(a), "Indemnitee" shall mean Buyer and its affiliates, officers, directors, employees,
and consultants, and in the case of a claim of indemnification brought pursuant to 9.03(b), it shall mean Corporation and Sellers
and their successors, assigns and legal representatives.


 


(b) In the case of a claim of indemnification
brought pursuant to Section 9.03(a), "Indemnitor" shall mean Corporation and Sellers, jointly and severally, and
in the case of a claim of indemnification brought pursuant to Section 9.03(b), it shall mean Buyer.


 


Section 10–Events of Default


 


The occurrence of any of the following shall
constitute an “Event of Default” by the Party or Parties committing such breach, as the case may be, under this
Agreement:


 




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10.01         Failure
to Pay. Buyer shall fail to pay when due any payment owing to Sellers hereunder or Sellers shall fail to pay the debts and
liabilities provided for herein; or


 


10.02         Failure
to Deliver Stock. At Closing and upon payment of the amounts to be made at Closing, Sellers shall fail to deliver to Buyer
stock certificates representing the Stock or shall fail to execute and deliver such stock powers, or other documents as are necessary
to transfer and convey to Buyer the Stock; or, Sellers shall fail to execute and deliver such stock powers or other documents as
may be reasonably requested to transfer and convey the Stock to Buyer; or


 


10.03         Breaches
of Certain Covenants.  Any Party shall fail to observe or perform any covenant, obligation, condition or agreement
set forth herein; or


 


10.04         Representations
and Warranties.  Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished
by or on behalf of any Party hereto in connection with this Agreement or any other transaction contemplated hereby shall be false,
incorrect, incomplete or misleading in any material respect when made or furnished, subject to the qualifications and limitations
set forth therein; or


 


10.05         Other
Actions. Any Party shall fail to take any action requested by another Party as set forth herein within the time frame required
for such action to be taken or, if no specific time frame is provided for, within a reasonable time, which is estimated to be ten
(10) business days; or


 


10.06         Other
Provisions. Any other provision of this Agreement is breached by any Party.


 


Section 11–Remedies


 


11.01         Remedies
at Law or in Equity Available. Upon the occurrence or existence of any Event of Default hereunder and at any time thereafter
during the continuance of such Event of Default, any Party may, by written notice to the other Parties, declare there to exist
an Event of Default hereunder and, upon expiration of any grace period applicable to the nature of such Event of Default expressly
set forth herein, may seek to enforce this Agreement through any remedy available at law, in equity, or as may otherwise be set
forth in this Agreement, with all such remedies being cumulative in nature.


 


11.03         Injunctive
Relief and Specific Performance. Should damages be an insufficient remedy for the breach of this Agreement or any of the provisions
hereof resulting in an Event of Default, then the aggrieved Party shall have available to it such injunctive relief as may be appropriate,
including, but not limited to, specific performance of the obligations required to be performed hereunder, or the enjoining of
any action prohibited hereunder.


 




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11.04         Cumulative
Remedies. The rights, powers and remedies of the Parties as set forth in this Agreement shall be in addition to all rights,
powers and remedies given to any such Parties by virtue of any applicable law, rule or regulation of any governmental authority
or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently
without impairing the rights of the exercising Party hereunder; provided, however, that in the event of a dispute, prior
to commencement of any formal legal action or litigation therefore, the Parties shall cooperate with each other to participate
in good faith in a mediation session to try to resolve their disputes. Should one of the Parties fail to cooperate in participating
in mediation, then the other Party shall be entitled to proceed with litigation or other formal legal action without the need of
participating in mediation regarding the dispute in advance.


 


Section 12-Miscellaneous


 


12.01         Effective
Date. This Agreement shall be effective upon execution hereof.


 


12.02         Entire
Agreement. This Agreement (including the documents and instruments referred to in this Agreement, incorporated by reference
and/or referred to in any of the documents or instruments referred to herein) constitutes the entire agreement and understanding
of the Parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether
written or oral, among the Parties with respect to such subject matter.


 


12.03         Amendments.
Except as otherwise provided for herein, no supplement, modification, or amendment of this Agreement shall be binding unless executed
in writing by all the Parties.


 


12.04         Headings.
The headings used in this Agreement are solely for convenience of reference, are not part of this Agreement, and are not to be
considered in construing or interpreting this Agreement.


 


12.05         Assignment. No
right of any Party hereto may be assigned to any other person or entity and no duty may be delegated to any other person or
entity, without the prior written consent of the Parties.


 


12.06         Binding
Effect. The provisions of this Agreement shall be binding and inure to the benefit of the heirs, personal representatives,
successors and, to the extent permitted by this Agreement, assigns of the Parties.


 


12.07         Waiver.
No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the
Party making the waiver.


 




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12.08         Further
Assurances. The Parties each further agree from time to time, at the request of another Party, to execute and deliver all other
and further instruments as may be reasonably necessary to accomplish the purposes of this Agreement.


 


12.09         Attorney
Fees and Costs. If any arbitration, suit or action is instituted to interpret or enforce the provisions of this Agreement,
to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the prevailing Party shall be entitled
to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in preparation or in prosecution
or defense of such arbitration, suit, or action as determined by the tribunal court, and if any appeal is taken from such decision,
reasonable attorney fees as determined on appeal.


 


12.10         Employment
of Attorneys. All Parties to this Agreement have had the opportunity to be represented by legal counsel of their own choosing
in connection with the negotiation, preparation, and execution of this Agreement. Accordingly, the rule of construction that a
written agreement is construed against the party preparing or drafting such agreement shall specifically not be applicable in the
interpretation of this Agreement and any documents executed and delivered pursuant to or in connection with this Agreement.


 


12.11         Notices.
Except as otherwise provided herein, all notices, requests, demands, consents, instructions or other communications to or upon
the Parties hereto under this Agreement shall be in writing, and shall be mailed or delivered to each Party at the respective addresses
set forth below (or to such other fax number or address for any Party as indicated in any notice given by that Party to the other
Party).








 


	As to Buyer:	As to Sellers:
	 	 
	Attention: Mitch Burroughs	Ron Richardson
	Armada Water Assets, Inc.	680 Independence Valley Ct.
	419 Canyon Avenue, Suite 310	Grand Junction, CO  81507
	Ft. Collins, CO  80521	 
	 	 
	 	with a copy to:
	 	 
	 	Jay Haralson
	 	1220 La Mesa Lane
	 	Fruita, CO  81521


 


12.12         Governing
Law. This Agreement must be construed and enforced in accordance with the laws of the State of Colorado.


 


12.13         Release
and Discharge. AS OF AND AFTER THE CLOSING, THE SELLERS, FOR AND ON BEHALF OF THEMSELVES AND THEIR HEIRS, ASSIGNS, BENEFICIARIES,
EXECUTORS AND ADMINISTRATORS, DO HEREBY FULLY AND IRREVOCABLY REMISE, RELEASE AND FOREVER DISCHARGE SUMMIT HOLDINGS, INC., AND
ALL SUBSIDIARIES AND AFFILIATES THEREOF (THE “CORPORATION”), INCLUDING ALL SUCCESSORS AND ASSIGNS THEREOF, OF AND FROM
ANY AND ALL MANNER OF CLAIMS, ACTIONS, RIGHTS OF CONTRIBUTION, CAUSES OF ACTION, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES,
DAMAGES, AGREEMENTS, RIGHTS, DEBTS AND EXPENSES (INCLUDING CLAIMS FOR ATTORNEYS’ FEES AND COSTS), OF EVERY KIND, EITHER IN
LAW OR IN EQUITY, WHETHER CONTINGENT, MATURE, KNOWN OR UNKNOWN,, THAT SELLERS EVER HAD, NOW HAVE OR MAY HAVE, FOR OR BY REASON
OF ANY CAUSE, MATTER OR THING WHATSOEVER, THAT AROSE PRIOR TO THE CLOSING.


 




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In
witness whereof, the Parties have executed this Agreement on the day and year first above written.


 


SELLERS


 


	/s/ Ron Richardson	 
	Ron Richardson	 
	 	 
	/s/ Jay Haralson	 
	Jay Haralson	 


 


BUYER


 


ARMADA WATER ASSETS, INC.


 


	By: 	/s/ Mitch Burroughs	 
	Its:	President	 


 


CORPORATION


 


SUMMIT HOLDINGS, INC.


 


	By: 	/s/ Jay Haralson	 
	Its:	President	 


 




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