Exhibit 4.11


 


FORM OF WARRANT


 


TO PURCHASE COMMON
STOCK


 


OF ARMADA WATER ASSETS, INC. 


 


WARRANT NO.: 2014- [_________] 


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED
HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT
BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION
DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS.


 


This WARRANT (“Warrant”)
is being issued is to verify that, FOR VALUE RECEIVED, [_________________] (“Holder”) is entitled to
purchase, subject to the terms and conditions hereof, from Armada Water Assets, Inc., a Nevada corporation (the “Company”),
[_____________] such number of shares of common stock, $0.0001 par value per share, of the Company (the “Common
Stock”) as set forth below, at any time during the period commencing at 9:00 a.m., Eastern Time on the date hereof [the
date of first closing under the Offering] (the “Commencement Date”) and ending at 5:00 p.m. Eastern Time
on _____[__], 2019 (the “Termination Date”), at an exercise price equal to: (i) 120% of the price at which shares
of the Company’s Common Stock are sold in an initial public offering (a “Public Offering”) if such Public
Offering is completed within six months of the Commencement Date, or (ii) $4.00 per share in the absence of a Public Offering within
six months from the Commencement Date and at any time thereafter (the “Exercise Price”). This Warrant is one
of a series of warrants issued in connection with the Company’s offering of shares of Series E Preferred Stock (the “Series
E Preferred Shares”) pursuant to that certain Confidential Private Offering Summary dated April 21, 2013 (the “Series
E Offering”).


 


This Warrant shall
be exercisable to purchase (i) one share of Common Stock for every two shares of Common Stock issued upon the conversion of the
Series E Preferred Shares issued to the Holder in the Series E Offering if a Public Offering is completed within six months of
the Commencement Date, or (ii) one share of Common Stock for every two shares of Common Stock issuable upon conversion of the Series
E Preferred Shares issued to the Holder in the Series E Offering at an assumed conversion price of $4.00 per share if a Public
Offering is not completed within six months of the Commencement Date.


 




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The number of shares
of Common Stock purchasable upon exercise of this Warrant and the Exercise Price per share shall be subject to adjustment from
time to time upon the occurrence of certain events as set forth below.


 


The shares of Common
Stock or any other shares or other units of stock or other securities or property, or any combination thereof, then receivable
upon exercise of this Warrant, as adjusted from time to time, are sometimes referred to hereinafter as “Exercise Shares.”
The exercise price per share as from time to time in effect is referred to hereinafter as the “Exercise Price.”


 


1.           Exercise
of Warrant; Issuance of Exercise Shares.


 


(a)          Exercise
of Warrant. Subject to the terms hereof, the purchase rights represented by this Warrant are exercisable by the Holder in whole
or in part, at any time, or from time to time, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as
it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) accompanied
by payment of the Exercise Price in full in cash or by bank or certified check for the Exercise Shares with respect to which this
Warrant is exercised and a completed and duly executed Notice of Exercise form attached hereto as Appendix A.


 


In the event that this
Warrant shall be duly exercised in part prior to the Termination Date, the Company shall issue a new Warrant or Warrants of like
tenor evidencing the rights of the Holder thereof to purchase the balance of the Exercise Shares purchasable under the Warrant
so surrendered that shall not have been purchased.


 


(b)          Issuance
of Exercise Shares: Delivery of Warrant Certificate. The Company shall, within three (3) business days of the exercise of this
Warrant (“Warrant Share Delivery Date”), issue in the name of and cause to be delivered to the Holder one or
more certificates representing the Exercise Shares to which the Holder shall be entitled upon such exercise under the terms hereof.
Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become the record holder
of the Exercise Shares as of the date of the due exercise of this Warrant.


 


(c)          Exercise
Shares Fully Paid and Non-assessable. The Company agrees and covenants that all Exercise Shares issuable upon the due exercise
of the Warrant represented by this Warrant certificate (“Warrant Certificate”) will, upon issuance and payment
therefor in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable and free and clear
of all taxes (other than taxes which, pursuant to Section 2 hereof, the Company shall not be obligated to pay) or liens,
charges, and security interests created by the Company with respect to the issuance thereof.


 




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(d)          Reservation
of Exercise Shares. The Company covenants that during the term that this Warrant is exercisable, the Company will reserve from
its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Exercise Shares upon
the exercise of this Warrant.


 


(e)          Fractional
Shares. The Company shall not be required to issue fractional shares of capital stock upon the exercise of this Warrant or
to deliver Warrant Certificates that evidence fractional shares of capital stock. In the event that any fraction of an Exercise
Share would, except for the provisions of this subsection (e), be issuable upon the exercise of this Warrant, the Company shall
pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the Current Market Value of the
Exercise Share on the last business day prior to the date on which this Warrant is exercised. For purposes of this Warrant, the
“Current Market Value” for any day shall be determined as follows:


 


(i)          if
the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange, the average of the mean
between the last bid and asked prices per share, as reported by Bloomberg, L.P., or an equivalent generally accepted reporting
service, or if not so reported, the average of the closing bid and asked prices for an Exercise Share as furnished to the Company
by any member of the Financial Industry Regulatory Authority, selected by the Company for that purpose; or


 


(ii)         if
the Exercise Shares are listed or traded on a national securities exchange, the closing price on the principal national securities
exchange on which they are so listed or traded, on the last business day prior to the date of the exercise of this Warrant. The
closing price referred to in this clause (ii) shall be the last reported sales price or, in case no such reported sale takes place
on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which
the Exercise Shares are then listed; or


 


(iii)        if
the Exercise Shares are not traded in the over-the-counter market or on any national securities exchange or no such closing price
or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors
of the Company.


 


2.           Payment
of Taxes.


 


(a)          Stamp
Taxes. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of Exercise Shares upon
the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue of any Exercise Shares in a name other than that of the Holder
of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver
such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that such tax has been paid. Except as specifically provided
in this Section 2, Holder shall be responsible for the payment of all other taxes incurred in connection with the receipt,
transfer or sale of the Warrant or the Exercise Shares.


 




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(b)          Withholding.
The Holder shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any federal, state,
local and/or payroll taxes of any kind required by law to be withheld with respect to the grant of this Warrant or the issuance
of the Exercise Shares, if any. The Company may, to the extent permitted by law, deduct any such taxes from any payment of any
kind otherwise due to the Holder whether or not pursuant to this Warrant. The Holder may elect, with the consent of the Company,
to have such tax withholding obligation satisfied, in whole or in part, by: (i) authorizing the Company to withhold from the Exercise
Shares a number of shares of Common Stock having an aggregate Current Market Value that would satisfy the minimum withholding amount
due, or (ii) delivering to the Company a number of shares of Common Stock of which the Holder is the record and beneficial owner
and that have been held by the Holder for at least six (6) months with an aggregate Current Market Value that would satisfy the
minimum withholding amount due. The Company may require that any fractional share amount be settled in cash. For the purposes of
this Section 2, Current Market Value shall be determined as of the date on which the amount of tax to be withheld is determined.


 


3.          Mutilated
or Missing Warrant Certificates. In case any Warrant shall be mutilated, lost, stolen or destroyed, the Company may in its
discretion issue, in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and in substitution
for the Warrant lost, stolen or destroyed, a new Warrant or Warrants of like tenor and in the same aggregate denomination, but
only (i) in the case of loss, theft or destruction, upon receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Warrant and indemnity or bond, if requested, also satisfactory to them and (ii) in the case of mutilation,
upon surrender of the mutilated Warrant. Applicants for such substitute Warrants shall also comply with such other reasonable regulations
and pay such other reasonable charges as the Company or its counsel may prescribe.


 


4.          Rights
of Holder. The Holder shall not, by virtue of anything contained in this Warrant or otherwise, be entitled to any right whatsoever,
either in law or equity, of a stockholder of the Company, including without limitation, the right to receive dividends or to vote
or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or the election of directors of
the Company or any other matter.


 


5.          Registration
of Transfers and Exchanges. This Warrant may be transferred or exchanged, at the option of the Holder thereof and without change,
when surrendered to the Company at its principal office, or at the office of its transfer agent, if any, for another Warrant or
other Warrants of like tenor and representing in the aggregate the right to purchase from the Company a like number and kind of
Exercise Shares as the Warrant surrendered for exchange, and the Warrant so surrendered shall be canceled by the Company or transfer
agent, as the case may be.


 


6.          Adjustment
of Exercise Shares and Exercise Price. The Exercise Price and the number and kind of Exercise Shares purchasable upon the exercise
of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as hereinafter provided.
The Exercise Price in effect at any time and the number and kind of securities purchasable upon exercise of each Warrant shall
be subject to adjustment as follows:


 




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(a)          In
case of any consolidation or merger of the Company with another corporation (other than a merger with another corporation in which
the Company is the surviving corporation and which does not result in any reclassification or change — other than a change
in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination
— of outstanding Common Stock issuable upon such exercise), the rights of the Holder of this Warrant shall be adjusted in
the manner described below:


 


(i)          In
the event that the Company is the surviving corporation or is merged into a wholly owned subsidiary for the purpose of incorporating
the Company in a different jurisdiction, this Warrant shall, without payment of additional consideration therefor, be deemed modified
so as to provide that the Holder of this Warrant, upon the exercise thereof, shall procure, in lieu of each share of Common Stock
theretofore issuable upon such exercise, the kind and amount of shares of stock, other securities, money and property receivable
upon such reclassification, change, consolidation or merger by the holder of each share of Common Stock, had exercise of this Warrant
occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be
deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 6. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes,
consolidations and mergers.


 


(ii)         In
the event that the Company is not the surviving corporation (except in the case of a merger of the Company into a wholly owned
subsidiary for the purpose of incorporating the Company in a different jurisdiction), Holder shall be given at least fifteen (15)
days prior written notice of such transaction and shall be permitted to exercise this Warrant, to the extent it is exercisable
as of the date of such notice, during this fifteen (15) day period. Upon expiration of such fifteen (15) day period, this Warrant
and all of Holder’s rights hereunder shall terminate.


 


(b)          If the Company,
at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, by reclassification of securities or
otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and
kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to
the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor
shall be appropriately adjusted, all subject to further adjustment as provided in this Section 6.


 




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(c)          In
case the Company shall (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (ii)
subdivide or reclassify its outstanding Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding
Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification, shall be proportionally adjusted so
that the Holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares
that, if this Warrant had been exercised by such Holder immediately prior to such date, he would have owned upon such exercise
and been entitled to receive upon such dividend, subdivision, combination or reclassification. For example, if the Company declares
a 2 for 1 stock dividend or stock split and the Exercise Price immediately prior to such event was $0.40 per share, the adjusted
Exercise Price immediately after such event would be $0.20 per share. Such adjustment shall be made successively whenever any event
listed above shall occur. Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this subsection
(c), the number of Exercise Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the
number of Exercise Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and
dividing the product so obtained by the Exercise Price, as adjusted.


 


(d)          In
the event that at any time, as a result of an adjustment made pursuant to subsection (a), (b) or (c) above, the Holder of this
Warrant thereafter shall become entitled to receive any Exercise Shares of the Company, other than Common Stock, thereafter the
number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in subsections (a),
(b) or (c) above.


 


(e)          Irrespective
of any adjustments in the Exercise Price or the number or kind of Exercise Shares purchasable upon exercise of this Warrant, Warrants
theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Warrant.


 


(f)          Whenever the
Exercise Price shall be adjusted as required by the provisions of the foregoing Section 6, the Company shall forthwith file
in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an
officer’s certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail
the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such
other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer’s
certificate shall be made available at all reasonable times for inspection by the holder and the Company shall, forthwith after
each such adjustment, mail a copy of such certificate to the Holder.


 


(g)          All
calculations under this Section 6 shall be made to the nearest cent or to the nearest one one-hundredth (1/100th) of a share,
as the case may be.


 




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7.          Investment
Intent, Exercise Restrictions and Transfer Restrictions.


 


(a)          The
Warrant and the Exercise Shares may not be offered for sale or sold, or otherwise transferred or sold in any transaction which
would constitute a sale thereof within the meaning of the Securities Act of 1933, as amended (the “1933 Act”),
unless (i) such security has been registered for sale under the 1933 Act and registered or qualified under applicable state securities
laws relating to the offer and sale of securities, or (ii) exemptions from the registration requirements of the 1933 Act and the
registration or qualification requirements of all such state securities laws are available and the Company shall have received
an opinion of counsel satisfactory to the Company that the proposed sale or other disposition of such securities may be effected
without registration under the 1933 Act and would not result in any violation of any applicable state securities laws relating
to the registration or qualification of securities for sale, such counsel and such opinion to be satisfactory to the Company.


 


The Holder agrees to
indemnify and hold harmless the Company against any loss, damage, claim or liability arising from the disposition of this Warrant
or any Exercise Share held by such holder or any interest therein in violation of the provisions of Section 5 or 7 hereof, respectively.


 


(b)          The
certificates evidencing any Exercise Shares issued upon the exercise of this Warrant shall have endorsed thereon (except to the
extent that the restrictions described in any such legend are no longer applicable) substantially the following legend, appropriate
notations thereof will be made in the Company's stock transfer books, and stop transfer instructions reflecting these restrictions
on transfer will be placed with the transfer agent of the Exercise Shares.


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED
HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT
BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION
DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS.


 


8.          Lock-Up
Agreement. In connection with any Public Offering that occurs after the Commencement Date, the Holder shall, unless otherwise
waived in writing by the managing underwriter, not sell or transfer any shares of Common Stock of the Company for a period of up
to 180 days, plus up to an additional 20 days to the extent necessary to comply with applicable regulatory requirements following
such public offering. Such lock-up agreement shall provide that any discretionary waiver or termination of the restrictions of
such agreements by the Company or representatives of the underwriters shall apply to investors participating in the Series E Offering,
pro rata, based on the number of shares held.


 


9.          Notices.
All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented
overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to
the appropriate address or number as set forth below:


 




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If to the Company:


 


Armada Water Assets, Inc.


2425 Fountain View Drive, Suite
300


Houston, TX 77057


Fax: (832) 262-4606


Attention: Chief Financial Officer


 


with a copy to:


 


Fox Rothschild LLP


2000 Market Street, 20th
Floor


Philadelphia, PA 19103


Fax (215) 299-2744


Attention: Stephen M. Cohen,
Esquire


 


and to the Holder at the address
of the Holder appearing on the books of the Company or the Company's transfer agent, if any.


 


Either of the Company
or the Holder may from time to time change the address to which notices to it are to be mailed hereunder by notice in accordance
with the provisions of this Section 9.


 


10.         Supplements
and Amendments. The Company may from time to time supplement or amend this Warrant without the approval of the Holder of this
Warrant in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent
with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the
Company may deem necessary or desirable and which shall not materially adversely affect the interests of the Holder. Except as
set forth in the immediately preceding sentence, this Warrant may not be amended, modified or supplemented except by an instrument
or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought.


 


11.         Successors.
This Warrant shall inure to the benefit of and be binding on the respective successors, assigns and legal representatives of the
Holder and the Company.


 


12.         Severability.
If for any reason any provision, paragraph or terms of this Warrant is held to be invalid or unenforceable, all other valid provisions
herein shall remain in full force and effect and all terms, provisions and paragraphs of this Warrant shall be deemed to be severable.


 




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13.         Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to
the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent that the Nevada
Revised Statutes shall apply to the internal corporate governance of the Company.


 


14.         Arbitration.
The parties agree that any dispute, claim or controversy directly or indirectly relating to or arising out of this Warrant, the
termination or validity hereof, any alleged breach of this Agreement or the engagement contemplated hereby (any of the foregoing,
a “Claim”) shall be submitted to the Judicial Arbitration and Mediation Services, Inc. (JAMS), or its successor, in
New York, for final and binding arbitration in front of a panel of three arbitrators with JAMS in New York, New York under the
JAMS Comprehensive Arbitration Rules and Procedures (with each of the Holder and the Company choosing one arbitrator, and the chosen
arbitrators choosing the third arbitrator). The arbitrators shall, in their award, allocate all of the costs of the arbitration,
including the fees of the arbitrators and the reasonable attorneys’ fees of the prevailing party, against the party who did
not prevail. The award in the arbitration shall be final and binding. The arbitration shall be governed by the Federal Arbitration
Act, 9 U.S.C. Sec.1-16, and the judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction
thereof. The Company and the Holder agree and consent to personal jurisdiction, service of process and venue in any federal or
state court within the Commonwealth of Pennsylvania and County of Philadelphia in connection with any action brought to enforce
an award in arbitration.


 


15.         Headings.
Section and subsection headings used herein are included herein for convenience of reference only and shall not affect the construction
of this Warrant nor constitute a part of this Warrant for any other purpose.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
the Company has caused these presents to be duly executed as of the ___ day of ______________, 2014.


 


	 	ARMADA WATER ASSETS, INC.
	 	 
	 	By:__________________________________
	 	Name:
	 	Title:


 


 




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APPENDIX A


 


NOTICE OF EXERCISE


 


	To:	Armada Water Assets, Inc.
	 	2425 Fountain View Drive, Suite 300 
	 	Houston, TX 77057


 


Attention: Chief Financial Officer


 


(1)         The
undersigned hereby elects to purchase ____________ shares of Common Stock of Armada Water Assets, Inc., a Nevada corporation,
pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for such shares in full in accordance
with the terms of the Warrant.


 


(2)         In
exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion
hereof are being acquired solely for the account of the undersigned, not as a nominee for any other party, and for investment purposes
only (unless such shares are subject to resale pursuant to an effective prospectus), and that the undersigned will not offer, sell
or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any state securities laws.


 


(3)         Terms
not otherwise defined in this Notice of Exercise shall have the meanings ascribed to such terms in the attached Warrant


 


(4)         Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned.


 


	 	 	HOLDER
	 	 	 
	 	 	 
	(Date)	 	(Signature)