Exhibit 10.28


 


EXCLUSIVE DISTRIBUTOR AGREEMENT


 


THIS EXCLUSIVE DISTRIBUTOR
AGREEMENT (the “Agreement”) is entered into as of this 6th day of June, 2014 (“Effective
Date”), by and between RecyClean Consulting Services, Inc., a Pennsylvania corporation, with a principal address of 9195
North Uinta Circle, Kamas, UT, 84036 (“RCS”) and Armada Water Assets, Inc., a Nevada corporation with a principal
address of 2425 Fountain View Drive, Suite 300, Houston, Texas, 77057 (“Distributor”).


 


BACKGROUND


 


RCS is engaged in the
business of marketing, owning and leasing, among other things, that certain hydraulic fracturing flow back water treatment system
known as HydroPod (“HydroPod”), certain mobile test labs associated with HydroPod (the “Mobile Test
Labs”), equipment and technology related to HydroPod and the Mobile Test Labs, including, without limitation, those set
forth on Appendix A attached hereto, products that incorporate or can be manufactured using the technology related to HydroPod
or the Mobile Test Labs, and related parts, accessories, add-ons, manuals, embedded software and/or other “know how”
necessary to operate HydroPod and the Mobile Test Labs (collectively, the “Products”). The Products are designed
to be placed at a customer’s facility for an agreed-upon time as a part of the customer’s water purification and processing
solution for the facility. The Products are manufactured by Petro-Cycle Solutions LLC (the “Manufacturer”) pursuant
to an agreement between the Manufacturer and an affiliate of RCS, which has been assigned to RCS (the “Manufacturer Agreement”),
attached hereto as Appendix B.


 


Distributor intends
to engage, directly or indirectly, in the distribution and placement of the Products to customers in the United States and Canada
(the “Territory”). Distributor and RCS desire to formalize their relationship on the terms and conditions set
forth herein.


 


NOW, THEREFORE,
in consideration of the mutual promises, covenants and agreements set forth herein, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.          Appointment;
Consideration.


 


(a)          Subject
to the terms of this Agreement, RCS appoints Distributor as its sole, exclusive distributor for the placement and use of the Products
in the Territory. RCS agrees and covenants that it shall make the Products available in the Territory exclusively through Distributor,
except as otherwise provided in this Agreement.


 


(b)          Notwithstanding
the foregoing, RCS’s existing customers liste din Appendix G are excluded from the restriction in Section 1(a), so long as
such customers’ usage of the Products does not materially increase after the date hereof.


 


(c)          In
consideration for the appointment as exclusive distributor for the placement and use of the Products in the Territory, Distributor
shall compensate RCS as follows:


 


(i)          $500,000
non-refundable cash payment (the “Cash Consideration”) to be delivered on the June 13, 2014 in immediately available
funds. The Cash Consideration will be offset against the purchase price upon the closing of the Purchase (as defined in Section
11 of this Agreement), if such Purchase takes place.


 




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(ii)         40,000
shares of common stock in Distributor dated on the Effective Date shall be issued to Mark Stanley in the form of a stock certificate
to be delivered within 15 days of the June 13, 2014;


 


(iii)        40,000
shares of common stock in Distributor to be issued to Mark Stanley on the earlier of (1) the six (6) month anniversary of the Effective
Date, if Distributor chooses to renew the Term (as defined below) for an additional period
of six (6) months, or (2) upon the closing of the Purchase, if such Purchase takes place.


 


2.           Grant
of License. Subject to the terms of this Agreement, RCS hereby grants to Distributor, and Distributor hereby accepts from RCS,
during the Term, an exclusive license to use the RCS logos, trademarks,
and any other trademarks appearing on the Products (collectively,
the “Trademarks”) in connection with the advertisement, marketing, promotion, distribution and leasing of the
Products in the Territory.


 


3.           Support
Services. RCS shall, directly or through the Manufacturer, provide service and support for each Product in use in the Territory,
including treatment strategies for each waste stream (collectively, the “Support Services”) for the fee set
forth on Appendix C attached hereto, such fee due within 5 business days of receipt of an invoice from RCS. Distributor
shall be responsible for normal and routine maintenance on the Products.


 


4.          Warranty.
RCS hereby assigns to Distributor or shall cause the Manufacturer to assign to Distributor the warranty provided by the Manufacturer
with respect to the Products and agrees to assist Distributor in processing any warranty claims relating to the Products.


 


5.           Training.
RCS shall provide technical, operational and sales training with respect to the Products (“Training”) to Distributor’s
relevant employees at Distributor’s location. RCS shall provide the Training to Distributor free of charge.


 


6.           Term.
Unless previously terminated in accordance with the terms of this Agreement, the term of this Agreement (the “Term”)
(a) shall commence as of the Effective Date and shall continue for a period of
six (6) months after the Effective Date; and (b) may be renewed by Distributor, in its sole discretion, for an
additional period of six (6) months with written notice of its election to renew
at least ten (10) days prior to expiration of the prior term.


 


7.          Placement
of Products. Distributor may place the Products under this Agreement to such persons, corporations or other entities in the
Territory and at such price as Distributor may determine to be appropriate, in its sole discretion. Distributor is responsible
at its sole cost and expense to transport the Products to its customers in the Territory.


 


8.           Payment
for Products.


 


(a)          Prices.


 


(i)          HydroPod.





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(A)         If
a HydroPod is financed by Distributor, Distributor shall pay to RCS for the placement of each HydroPod the sum of $20,000 per month,
in addition to the monthly charge for Support Services set forth in Section 3 of this Agreement, such payment to be due within
5 business days of receipt of an invoice from RCS.


 


(B)         If
a HydroPod is financed by RCS, Distributor shall lease such HydroPod from RCS and pay a rental rate of $50,000 per month, in addition
to the monthly charge for Support Services set forth in Section 3 hereof, such rental rate to be due within 5 business days of
receipt of an invoice from RCS.


 


(ii)         Mobile
Test Labs.


 


(A)         If
a Mobil Test Lab is financed by Distributor, Distributor shall pay to RCS for the placement of each Mobil Test Lab the sum of $2,500
per month, such payment to be due within 5 business days of receipt of an invoice from RCS.


 


(B)         If
a Mobil Test Lab is financed by RCS, Distributor shall lease such Mobil Test Lab from and pay a rental rate of $6,000 per month,
such rental rate to be due within 5 business days of receipt of an invoice from RCS.


 


(iii)        The
Party that finances the equipment shall be responsible to insure the equipment at its cost in accordance with the insurance requirements
set forth on Appendix D attached hereto and made a part hereof.


 


(iv)        In
the event that Distributor elects to finance the purchase of one or more HydroPod or Mobile Test Lab and this Agreement expires
or terminates for any reason, other than pursuant to the purchase option set forth in Section 11, such financed Products shall
be deemed to be owned by Distributor and RCS shall assign all of its right, title and interest in and to such financed Products
to Distributor without any additional consideration.


 


(b)          Taxes.
Distributor shall be responsible for the payment of all taxes, duties, excises and other charges relating to the export of the
Products from the United States.


 


(c)          Payment
Collection from Customers. Distributor shall be solely responsible for invoicing all customers and collecting all sums due
from such customers. Distributor will have sole responsibility for determining what action to take, if any, with respect to any
customer that fails to make any required payment with respect to any order for Products.


 


(d)          Demonstrations.
All expenses incurred by Distributor with respect to the demonstration, marketing, transportation and distribution of the Products
shall be borne solely by Distributor.


 


9.           Marketing.
Distributor shall have the right to advertise and market the Products and to prepare such advertising, publicity and promotional
materials for the Products as Distributor deems appropriate, in its sole discretion but will make such materials available for
review by RCS as practicable.


 


10.         Termination.


 




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(a)          Either
party shall have the right to either suspend its performance hereunder or terminate this Agreement in its entirety upon the occurrence
of any of the following events: (i) the breach by the other party of any material provision of this Agreement (but not including
monthly payment obligations of Distributor), if such failure or breach is not cured within thirty (30) days of such breaching party’s
receipt of written notice specifying the nature of such failure or breach with particularity; or (ii) the making by the other party
of an assignment for the benefit of its creditors, or the filing by or against such other party of any petition under any federal,
state or local bankruptcy, insolvency or similar laws, if such filing has not been stayed or dismissed within thirty (30) days
after the date thereof.


 


(b)          In
no event shall any expiration or termination of this Agreement excuse either party from any breach or violation of this Agreement
and full legal and equitable remedies shall remain available therefor, nor shall it excuse the making of any payment due under
this Agreement with respect to any period prior to the date of expiration or termination. Notwithstanding any provision of this
Agreement to the contrary, Sections 13-16 hereof shall survive any expiration or termination of this Agreement.


 


(c)          
Upon termination of this Agreement for any reason, the rights granted to Distributor in this Agreement, including the right to
act as RCS’s exclusive Distributor in the Territory will immediately cease


 


11.         Purchase
Option.


 


(a)          During
the Term of this Agreement, Distributor will have the exclusive right, but not the obligation, to purchase the business of RCS
(by a purchase of equity, assets, merger or other method chosen by Distributor (the “Purchase”) upon giving
written notice to RCS of its election to Purchase. The Purchase shall be subject
to the following conditions:


 


(i)          Distributor
shall be satisfied, in its sole discretion, with its market, business, accounting, intellectual property, tax, legal and operational
due diligence investigation of all aspects of RCS and its business;


 


(ii)         Distributor
shall complete to its satisfaction, in its sole discretion, the confirmatory Product validation;


 


(iii)        Negotiation
and execution of satisfactory documentation, including, without limitation, a purchase agreement with customary indemnities, employment
agreements, a non-compete agreement with the existing shareholders and officers of RCS and other related agreements customary for
similar transactions;


 


(iv)        All
third party approvals necessary or desirable, in the sole discretion of Distributor, shall have been received in writing by Distributor,
under terms acceptable to Distributor in its sole discretion.


 


(v)         Approval
of Distributor’s Board of Directors; and


 


(vi)        Such
other conditions as are customary for similar transactions, including any required regulatory filings.


 




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(b)          The
purchase price and payment terms for the Purchase shall be as set forth on Appendix E attached hereto and made a part hereof.


 


(c)          Closing
of the Purchase shall occur as soon as practicable after satisfaction of the conditions set forth in Section 11(a)(i)-(vi) as well
as any other conditions as may be provided in the purchase agreement.


 


12.         Representations
of RCS. RCS represents, warrants and covenants to Distributor that: (a) it has the legal power and authority to enter
into this Agreement; (b) it owns all of the Products and all intellectual property relating to the Products (with resepect to the
Products it finances), free and clear of all liens and encumbrances; (c) as of the Effective Date and subject to Section 1(b) of
this Agreement, it is not a party to any agreement or understanding which conflicts with any rights or obligations set forth in
this Agreement; (d) it will fully comply with all applicable laws, ordinances, regulations, licenses and permits of or issued by
any federal, state or local governmental entity, agency or instrumentality; and (e) that certain Manufacturer Agreement has been
irrevocably assigned by Themark Corporation to RCS on or before the Effective Date and a copy of such assignment is attached as
Appendix F hereto.


 


13.         Representations
of Both Parties. Each Party represents, warrants and covenants that: (i) it has the power to enter into this Agreement and
to exercise its rights and perform its obligations hereunder; (ii) all corporate or other actions required to authorize its execution
of this Agreement and its performance of its obligations hereunder have been duly taken; (iii) its execution of this Agreement
and its exercise of its rights and performance of its obligations hereunder do not constitute and will not result in any breach
of any agreement, law or treaty; (iv) all acts, conditions and things required to be done, fulfilled and performed in order (A)
to enable it lawfully to enter into, exercise its rights under and perform its obligations expressed to be assumed by it in this
Agreement; (B) to ensure that the obligations expressed to be assumed by it in this Agreement are legal, valid and binding; and
(C) to make this Agreement admissible in evidence in the jurisdiction in which it is incorporated, have been done, fulfilled and
performed; (v) it has made its own independent evaluation of the business to be undertaken hereunder and has not been induced to
enter into this Agreement or any of the transactions contemplated hereby by any representation made or advice given by any other
party, other than those contained herein; and (vi) it will, at its own expense, comply, and ensure compliance of its approved subdistributors,
dealers and representatives, with all applicable laws, orders and regulations of any governmental authority with jurisdiction over
its activities in connection with this Agreement and/or the Products, including, but not limited to, the Foreign Corrupt Practices
Act of the United States.


 


14.         Indemnification.
Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other Party and each of its agents,
servants, shareholders, employees, officers, directors and customers (the Indemnified Party”), from any loss, liability,
damage, cost or expense (including, without limitation, attorneys’ fees), arising out of or relating to (i) any business
or other activities conducted or pursued by Indemnifying Party unauthorized by or unrelated to this Agreement; (ii) any negligence
or willful misconduct of Indemnifying Party or any of its subdistributors, agents, consultants, dealers or representatives; (iii)
any breach or alleged breach or inaccuracy of any representation or warranty contained in this Agreement or breach of or failure
by Indemnifying Party to perform any obligations, agreements or covenants of Indemnifying Party contained in this Agreement; and
(iv) any claims or suits by reason of or alleging any claim of false or misleading advertising by Indemnifying Party or any of
its subdistributors, dealers or representatives. The Indemnified Party will provide written notice of the claim to Indemnifying
Party and provide reasonable cooperation to Indemnifying Party and at Indemnifying Party’s request and expense, assistance
in the defense and settlement of the claim.


 




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15.         Termination
of Letter of Intent. That certain letter of intent by and between RCS and Distributor, dated March 28, 2014 (the “LOI”),
summarizing the terms of a potential purchase by Distributor of RCS’s assets shall terminate and shall be of no further force
and effect, provided, however, that all obligations set forth in the “Exclusivity/Non-Solicitation” section of the
LOI shall remain in full force and effect so long as this Agreement is in place and up to the closing of the Purchase should the
Purchase take place.


 


16.         Confidentiality.
Except to the extent necessary to carry out its obligations or enjoy its rights under this Agreement, neither party shall use,
disclose, lecture upon, disseminate or otherwise provide or make available to any third party any confidential information of the
other party (including without limitation any information relating to design or manufacturing techniques employed by either party)
during or after the Term of this Agreement without the prior written consent of the disclosing party. This obligation shall apply
equally to information disclosed before and after the date hereof. Each party shall use the same degree of care with the other’s
confidential information as it does with its own, but in no event less than a reasonable degree of care. Each party shall take
appropriate action by instruction or agreement with all persons who are permitted access to any such confidential information.
Notwithstanding the foregoing, this Section shall not apply to any information that is or becomes a part of the public domain through
no wrongful act of the receiving party, directly or indirectly. The provisions of this Section and the obligations of the parties
hereunder shall survive any expiration or termination of this Agreement.


 


17.         Relationship
of the Parties. Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint venturers,
or either as the agent of the other, and neither party to this Agreement shall have the power to obligate or bind the other party
to this Agreement in any manner whatsoever.


 


18.         Governmental
Authorizations. Distributor shall be responsible for obtaining any governmental approval (including but not limited to local,
municipal, county, state, provincial or federal governmental approval) in each location covered by the Territory required in order
to, lease, transport, operate and use the Products in the Territory.


 


19.         Notices.
All notices and other communications required or permitted to be made under this Agreement shall be in writing and shall be deemed
duly given if hand delivered against a signed receipt therefor, sent by registered mail, return receipt requested, first class
postage prepaid, or sent by internationally recognized delivery service, in each case addressed to the party entitled to receive
the same at the address set forth in the first paragraph of this Agreement. Either party may alter the address to which communications
are to be sent by giving notice of such change of address in conformity with the provisions of this Section providing for the giving
of notice. Notice shall be deemed to be effective, if personally delivered, when delivered; if mailed, at midnight on the fifth
business day after being sent by registered mail; and if sent by internationally recognized delivery service, two days after delivery
to such delivery service.


 




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20.         Governing Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas, notwithstanding any conflict of law provisions to the contrary. Any action which in any way involves the rights, duties
and obligations of either party hereto under this Agreement shall be brought in the state courts located in Harris County, Texas
and the parties hereto hereby submit to the personal jurisdiction of said courts.


 


21.         Miscellaneous.
This Agreement: (a) may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument; (b) shall be binding upon and inure to the benefit of each
of the parties hereto and their respective officers, directors, employees, agents, successors and permitted assigns; (c) constitutes
the entire understanding of the parties hereto, and supersedes all prior understandings of the parties hereto regarding the subject
matter hereof; (d) may be assigned or transferred by either party in connection with the assignment or transfer of all or substantially
all of such party’s assets, but otherwise may not be assigned, sublicensed or transferred by either party without the prior
written consent of the other party hereto; (e) may only be amended by a writing that is signed by both parties hereto; and (f)
if any provision of this Agreement is, for any reason, held invalid or illegal in any respect, such invalidity or illegality
will not affect the validity of this Agreement itself and the parties will promptly substitute for the affected provision, a valid
and enforceable provision which most closely approximates the intent and economic effect of the invalid provision. If such provision
cannot be amended so as to be valid and enforceable, then such provision is severable from this Agreement, and the remaining provisions
of this Agreement remain valid and enforceable..


 


22.         Force
Majeure. Except for the payment of monies due hereunder, neither party will be liable for any breach of this Agreement occasioned
by an act of God, labor dispute, unavailability of transportation, goods or services, governmental restrictions or actions, war
(declared or undeclared), terrorism or other hostilities, or by any other event, condition or cause beyond the reasonable control
of such party. In the event of nonperformance or delay attributable to any such causes, the period of performance of the applicable
obligation hereunder will be extended for a period equal to the period of delay; provided, however, that the party so delayed uses
reasonable efforts, without obligation to expend substantial amounts not otherwise required under this Agreement, to circumvent
or overcome the cause of delay.


 


23.         Waiver
of Consequential Damages. In no event shall either Party be liable for any special,
indirect, consequential or punitive damages to the other Party or any other Person as a result of the performance or non-performance
of any provision of this agreement (including, without limitation, loss of profits), whether foreseeable or not, even if the Parties
have been advised of the possibility of such damages. Each Party hereby waives, discharges and releases the other Party from any
liability or responsibility for any such damages.


 




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[Remainder of page intentionally left
blank. Signature page follows.]


 




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IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed on the day and year first above written.


 


	 	RECYCLEAN CONSULTING SERVICES, INC.
	 	 	 
	 	By:	/s/ Mark E. Stanley
	 	Name: Mark E. Stanley
	 	Title: President
	 	 	 
	 	ARMADA WATER ASSETS, INC.
	 	 	 
	 	By:	/s/ Maarten Propper
	 	Name: Maarten Propper
	 	Title: CEO


 




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Appendix A


 


Products


 


	HydroPod	PCS SYS125
	 	 
	Mobile Field Laboratory	PCS Mobile Field Laboratory
	 	 
	OzoPod-I	PCS SYS007
	 	 
	OzoPod-II	PCS SYS-OZA


 




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Appendix B


 


Manufacturer Agreement


 


See attached.


 




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Appendix C


 


Support Services Fees


 


	 	 	 	 	Min.	 	 	$ / BBL	 
	Product Name	 	Technical Name	 	Monthly Fee	 	 	Treated	 
	HydroPod	 	PCS SYS125	 	$	3,500	 	 	$	0.5	 
	Mobile Field Laboratory	 	PCS Mobile Field Laboratory	 	$	875	 	 	 	N/A	 
	OzoPod-I	 	PCS SYS007	 	$	3,000	 	 	$	0.1	 
	OzoPod-II	 	PCS SYS-OZA	 	$	2,000	 	 	 	N/A	 



 




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Appendix D


 


Insurance Requirements


 


To be mutually agreed to between the Parties


 




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Appendix E


 


Purchase Terms


 


RecyClean
purchase valuation and future employment terms.


 


AWA will acquire all of RecyClean’s tangible and intangible
assets on a debt-free, cash-free, and lien-free basis in exchange for a consideration comprised of:


 


		1)	$ 2,000,000 cash at closing



		2)	$ 8,000,000 in Armada shares converted to common stock at the IPO price. The shares will have a lock-up period of 365 days
after the transaction



		3)	5-year royalty plan according to the below schedule:



		a.	10% royalty of Hydro-Pod Net Service Revenue



		b.	35% royalty of Hydro-Pod Net Product Sales Gross Margin (“GM”).



		c.	Royalty payments will be quarterly.



		4)	All proceeds of binding client Hydro-Pod product Purchase Orders (“PO”) at the time
of signing of the final Asset Purchase Agreement, future PO received in 2014 from the quotes to Trident Resources (1-10 units)
and FCT Water (6 – 8 units) and up to 6 potential future PO received in 2014 from new Hydro-Pod product sales quotes submitted
before the time of signing of the Asset Purchase Agreement, will accrue solely to the seller. All costs related to the manufacturing
and commissioning of these units will be solely for the seller.



 


	Net Service Revenue:	Net Service Revenue is defined as the service, rental, and lease revenue generated by the Hydro-Pod assets, invoiced and collected. 
	 	 
	Net Product Sales GM:	Net Product Sales GM is defined as revenue generated by the sale of a Hydro-Pod asset, invoiced and collected, minus the cost of manufacturing and commissioning


 


EMPLOYMENT AGREEMENT:


 


AWA
will offer you an employment agreement with the terms according to:


 


	Term:	3 years
	 	 
	Position:	Armada Technical Director


 




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	Location:	Armada Houston offices
	 	 
	Annual base salary:	$ 175,000 (Year-1, Year -2 & Year- 3)
	 	 
	Annual target bonus1:	50% of base salary
	 	 
	Annual stretch bonus2:	50% of base salary
	 	 
	Options3:	300,000
	 	 
	Benefits:	Participate in Armada medical plan paid for by the company.


 


1: objectives will be approved by CEO and will be
>= 50% financial objectives.


 


2: objectives will be approved by CEO and will be
100% financial objectives.


 


3: option terms are:


		-	3-year (100,000 options per year) time and performance
vesting.



		-	Performance criteria are on financial objectives of Hydro-Pod
business.



		-	Strike price is IPO price.



		-	Will cliff vest at a sale of AWA.



 




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Appendix F


 


Assignment of Independent Consulting
Agreement


 




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Appendix G


 


Excisting Customer List


 


Cenovus


Vaca Energy


Forrest Oil


Economy Polymers


West Texas Guar


Canadian Energy Services.


 




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