UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 30, 2015

THE ALKALINE WATER COMPANY INC.
Exact name of registrant as specified in its charter)

Nevada
 
000-55096
 
EIN 99-0367049
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

7730 E Greenway Road Ste. 203
Scottsdale, AZ 85260
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (480) 656-2423

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 

Item 1.01 Entry into a Material Definitive Agreement.
 
As of November 30, 2015, we entered into a loan agreement (the “Loan Agreement”) with Neil Rogers (the “Lender”), whereby the Lender loaned $750,000 to our company in exchange for a non-negotiable promissory note in the principal amount of $750,000 (the “Note”).  The Note bears interest at the rate of 15% per annum and matures on the date that is 60 days after November 30, 2015.
 
The Loan Agreement provides that our obligations to the Lender will be secured by an escrow agreement, pursuant to which we will deposit into escrow a certificate representing $1.5 million worth of shares of our common stock. As of November 30, 2015, we entered into the escrow agreement (the “Escrow Agreement”) with the Lender and an escrow agent.
 
Pursuant to the Escrow Agreement, we intend to deposit a share certificate (the “Certificate”) representing 26,315,789 shares of our common stock (the “Escrowed Shares”), valued at $1.5 million, to the escrow agent. Pursuant to the Escrow Agreement, (i) in the event that there is any event of default that is not cured in accordance with the Loan Agreement, the escrow agent is to deliver the Certificate to the Lender and (ii) in the event that our company repays the loan pursuant to the Loan Agreement and there is no event of default that is not cured in accordance with the Loan Agreement at the time of repayment, the escrow agent is to deliver the Certificate to the transfer agent of our company and request the transfer agent to cancel the Escrowed Shares.
 
Pursuant to the Loan Agreement, we also granted piggyback registration rights to the Lender with respect to the Escrowed Shares.
 
We intend to issue these securities to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information contained in Item 1.01 of this current report on Form 8-K is responsive to this item.
 
Item 3.02  Unregistered Sales of Equity Securities.
 
The information contained in Item 1.01 of this current report on Form 8-K is responsive to this item.
 
Item 9.01  Financial Statements and Exhibits
 
(d)           Exhibits



 
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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE ALKALINE WATER COMPANY INC.


/s/ Richard A. Wright                                                                           
Richard A. Wright
Vice-President, Secretary, Treasurer and Director

December 4, 2015


 
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Loan Agreement


THIS LOAN AGREEMENT (the “Agreement”) is made and entered into this 30th day of November, 2015 (the “Effective Date”), by and between THE ALKALINE WATER COMPANY INC., a Nevada Corporation, (the “Borrower”) and NEIL ROGERS (the “Lender”).

Recitals:

WHEREAS:

A. The Borrower has applied to the Lender for a loan in the principal amount of $750,000.00 (the “Loan”);

B. The Loan is evidenced by a non-negotiable promissory note in the principal amount of $750,000.00 of even date herewith (the “Note”) executed by the Borrower and delivered to the Lender. The purpose of the Loan is to provide the Borrower with the monetary funds needed to fund the Borrower’s operations, and the Loan is to be unsecured except pursuant to an Escrow Agreement (the “Escrow Agreement”), pursuant to which a certificate representing the Escrowed Shares (as defined below) will be held in escrow; and

C. As an inducement for the Lender to enter into this Loan Agreement, the Borrower has agreed to issue to the Lender $1.5 million worth of shares of common stock in the capital of the Company (the “Escrowed Shares”), a certificate of which will be held in escrow by Clark Wilson LLP pursuant to the Escrow Agreement and the Borrower hereby executes and delivers to the Lender this Agreement, the Note and the Escrow Agreement and the Lender hereby executes and delivers to the Borrower this Agreement and the Escrow Agreement. The Note, the Escrow Agreement, this Agreement, and all other documents executed in connection with the Loan and this Agreement are sometimes referred to herein as the “Loan Documents”.

Agreement:

Now, Therefore, in consideration of the mutual covenants contained herein, it is agreed:

1.  Loan.   Subject to the terms and conditions hereof, the Lender agrees to loan to or for the benefit of the Borrower, in the manner and upon the terms and conditions set out in this Agreement, the principal amount of $750,000.00. Interest shall accrue on the foregoing principal amount at the rate of 15% per annum until paid in full.

2. Term. All sums due and payable under this Agreement shall be paid by the Borrower to the Lender on or before the date that is 60 days after the Effective Date.
 
3. Conditions Precedent. The Lender’s obligation under this Agreement are subject to the following conditions precedent:
 
 
 
 

 

 
(a) the Lender shall have received from the Borrower, in a form and substance satisfactory to the Lender, the duly executed documents, instruments, information, agreements, notes, guarantees, certificates, orders, authorizations, financing statements, and other such documents that the Lender may reasonably request;

(b) will not incur any other indebtedness other than in the ordinary course of its business;

(c) the representations and warranties of the Borrower set forth in Section 9 of this Agreement shall be true and correct in all material respects as of the date hereof;

(d) the Lender shall have received, in form and substance satisfactory to the Lender, all information which the Lender has reasonably requested to conduct its due diligence on the Borrower; and

(e) there shall not be pending or, to the best knowledge of the Borrower, threatened, any litigation, action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration by, against, or affecting the Borrower or any of its subsidiaries or any property of the Borrower or any of its subsidiaries that has not been disclosed by the Borrower to the Lender in writing, and there shall have occurred no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration that, in the Lender’s opinion, would reasonably be expected to have a materially adverse effect upon the Borrower.
 
  4. Covenants. The Borrower expressly covenants that, on the Effective Date and continuing at all times during the term of the Note, the Borrower:

(a)   will not be in default of any loans, notes or other indebtedness to any third party(ies);

(b)   will not be insolvent or otherwise preparing for nor intending to file a petition for bankruptcy under any chapter of the U.S. Bankruptcy Code; and

(c)   will not materially alter or change its current business organization, current business purpose nor otherwise amend or alter its corporate existence without the express written consent of the Lender, which consent shall be in the Lender’s sole and absolute discretion.

5.  Escrow Agreement. The obligations of the Borrower to the Lender as evidenced by or provided for in the Loan Documents, and specifically including, without limitation, the obligations under the Note and this Agreement, shall be secured by the Escrow Agreement pursuant to which the Borrower shall deposit into escrow a certificate (the “Certificate”) representing $1.5 million worth of shares of common stock in the capital of the Company issued in the name of the Lender. The Lender expressly covenants that unless the Certificate is released from escrow and delivered to the Lender in accordance with the Escrow Agreement, the Lender will not assign, transfer, hypothecate or grant any interest of any nature whatsoever to any Escrowed Shares to any third party(ies) without the express written consent of the Borrower, which consent shall be in the Borrower’s sole and absolute discretion
 
 
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6. Securities Law. The Lender acknowledges that the Borrower has advised the Lender that the Borrower is issuing the Escrowed Shares to the Lender under exemptions from the registration requirements of the applicable federal and state securities laws of the United States. To evidence, among other things, the Lender’s eligibility for such exemption, the Lender shall deliver a fully completed and executed Certificate of Subscriber in the form attached hereto as Schedule “A” to the Company on the date of the execution of this Agreement and such certificate will be incorporated and form part of this Agreement.

7. Piggyback Registrations.

(a) If the Certificate is released from escrow and delivered to the Lender in accordance with the Escrow Agreement and the Borrower determines to proceed with the preparation and filing with the Securities and Exchange Commission (the “SEC”) of a registration statement (the “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of 1933 (the “1933 Act”) of any of its shares of common stock, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or its then equivalents, the Borrower shall send to the Lender written notice of such determination and, if within ten (10) days after receipt of such notice, the Lender shall so request in writing, the Borrower will cause the registration under the 1933 Act of the Escrowed Shares and (the “Registrable Securities”), provided that if at any time after giving written notice of its intention to register any of its shares of common stock and prior to the effective date of the registration statement filed in connection with such registration, the Borrower shall determine for any reason not to register or to delay registration of such shares of common stock, the Borrower may, at its election, give written notice of such determination to the Lender and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register the Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other shares of common stock.  The Borrower shall include in such registration statement all or any part of the Registrable Securities provided however that the Borrower shall not be required to register any Escrowed Shares that are eligible for sale pursuant to Rule 144 of the 1933 Act.  Notwithstanding any other provision in this Section 7, if the Borrower receives a comment from the SEC which effectively results in the Borrower having to reduce the number of Registrable Securities included on such Registration Statement, then the Borrower may, in its sole discretion, reduce on a pro rata basis the number of Registrable Securities to be included in such Registration Statement.
 
(b) In connection with each Registration Statement described in this Section 7, the Lender will furnish to the Borrower in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.  The Borrower may require the Lender to furnish to the Borrower a certified statement as to the number of shares of common stock beneficially owned by the Lender and the name of the natural person thereof that has voting and dispositive control over the Escrowed Shares.
 
 
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(c) All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Borrower whether or not any Registrable Securities are sold pursuant to the Registration Statement. In no event shall the Borrower be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Lender.
 
(d) The Borrower shall indemnify and hold harmless the Lender, its officers, directors, agents and employees, and each person who controls the Lender (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Lender furnished in writing to the Borrower by the Lender expressly for use therein, or to the extent that such information relates to the Lender or the Lender’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Lender expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Lender of an outdated or defective Registration Statement after the Borrower has notified the Lender in writing that the Registration Statement is outdated or defective.
 
(e) The Lender shall indemnify and hold harmless the Borrower, its directors, officers, agents and employees, each person who controls the Borrower (within the meaning of Section 15 of the 1933 Act and Section 20 of the Securities Exchange Act of 1934), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Lender’s failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Lender to the Borrower specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are based solely upon information regarding the Lender furnished in writing to the Borrower by the Lender expressly for use therein, or (iii) to the extent that such information relates to the Lender or the Lender’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Lender expressly for use in the Registration Statement or in any amendment or supplement thereto or (z) the use by the Lender of an outdated or defective Registration Statement after the Borrower has notified the Lender in writing that the Registration Statement is outdated or  defective.  In no event shall the liability of the Lender hereunder be greater in amount than the dollar amount of the net proceeds received by the Lender upon the sale of the Registrable Securities giving rise to such indemnification obligation.
 
 
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(f) If a claim for indemnification hereunder is unavailable to either the Borrower or the Lender (in each case, an “Indemnified Party” or “Indemnified Parties”, as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, the Lender shall not be required to contribute amount greater than the dollar amount of the net proceeds received by the Lender upon the sale of the Registrable Securities giving rise to such contribution obligation.
 
8. Indemnity. The Borrower agrees to fully indemnify, defend and hold the Lender harmless from any and all losses, costs, charges, damages, penalties or expenses, of any nature whatsoever, that the Lender may suffer, sustain or incur as a consequence of any Event of Default (as defined in the Note).

9. Representations and Warranties. The Borrower represents and warrants to the Lender and agrees on the Effective Date as follows:

(a) that the Borrower is a corporation duly organized, validly existing under the laws of the State of Nevada and has the power and authority to enter this Agreement and to conduct the business in which it is currently engaged and as contemplated by this Agreement;

(b) that the Borrower shall do all things necessary to remain duly organized, validly existing and in good standing as a domestic corporation in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted except where the failure to do so would not have a material adverse effect on the ability of the Borrower to perform its obligations hereunder;
 
 
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(c) that the Borrower has the power and authority and all licenses or permits necessary to execute, deliver and perform the transactions as contemplated by this Agreement;

(d) that there is no known litigation or other proceeding pending or threatened against the Borrower before any court or administrative agency that might result in any material, adverse change in the condition of the Borrower;

(e) that this Agreement and all other documents that are to be executed in connection with the transactions contemplated hereby have been duly authorized, executed and delivered and to the best of the Borrower’s knowledge constitute binding obligations enforceable in accordance with their respective terms, except to the extent that their enforcement may be limited by bankruptcy, reorganization, moratorium, insolvency or other similar laws affecting creditors’ rights generally, or be limited by the application by a court of equitable principals if equitable remedies are sought;

(f) that to the best of the Borrower’s knowledge, the Loan Documents are not usurious under applicable law;

(g) that no statement or information contained in this Agreement, or any other document, certificate or statement furnished or delivered by the Borrower to the Lender for use in connection with the transactions contemplated by this Agreement contained as of the date of such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make any statements contained herein or therein not materially misleading; and

(h) that all of the representations and warranties of the Borrower contained in the Loan Documents remain true, correct and complete as of the date hereof.

10.  Events of Default. Upon any Event of Default, then the Lender may, at its option, regard the same as a breach of the conditions of the Loan Documents and upon or after ten (10) days’ written notice to cure such event(s) of default to the Borrower, declare the indebtedness evidenced by the Loan Documents immediately due and payable, without further notice or demand, and the Lender shall be entitled to exercise remedies thereunder, and may, additionally or alternatively, avail itself of any other relief to which the Lender may be legally or equitably entitled. Upon any default under this Section 10 of this Agreement, the Lender shall be entitled to specific performance in addition to any other remedies as may be available to the Lender at law or in equity.

11.  Attorneys Fees. If it becomes necessary for the Lender or the Borrower to engage legal counsel or to bring an action at law or other proceedings to enforce any of the terms, covenants or conditions of this Agreement or the Loan Documents, the non-prevailing party in such action shall pay all reasonable attorneys’ fees, as well as all cost and expenses, so incurred by the prevailing party.
 
 
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12.   Beneficiary. This Agreement is made for the sole protection and benefit of the Borrower and the Lender, and no other person or persons whomsoever shall have any right or action hereon.  It is expressly intended that no broker or agent shall be a third party beneficiary of this Agreement.  There are no representations, promises, warranties, understandings or agreements, express or implied, oral or otherwise, in relation thereto, except those expressly referred to or set forth herein.  The Borrower acknowledges that the execution and delivery of this Agreement is its voluntary act and deed and that said execution and delivery have not been induced by, nor done in reliance upon, any representations, promises, warranties, understandings or agreements made by the Lender, its agents, officers, employees or representatives. No promise, representation, warranty or agreement made subsequent to the execution and delivery hereof by either party hereto, and no revocation, partial or otherwise, change, amendment, addition, alteration or modification of this Agreement, shall be valid unless the same shall be in writing signed by all of the parties hereto or by their duly authorized agent.

13. Governing Law; Jurisdiction and Venue.  This Agreement and the Note and the rights and obligation of the parties hereunder and there under shall be construed in accordance with and be governed by the law of the State of Nevada, without regard to principles of conflicts of laws. Any legal action or proceeding against the Borrower with respect to this Agreement or the Note may be brought in the courts of the State of Arizona located in Maricopa County or in the United States Federal courts located in Maricopa County, and, by execution and delivery of this Agreement, each of the Borrower and the Lender hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.

14. Waiver of Jury Trial. THE LENDER AND THE BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL BY JURY OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THIS AGREEMENT.

15. No Waiver. No failure to exercise and no delay in exercising, on the part of the Lender, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

16.   Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Lender.
 
 
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17. Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

18.   Notices. Any notice required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by email or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail, the notice to the following address or number:
 
If to The Lender:
Neil Rogers
43 Torrington Road
Maroubra 2031 NSW
Australia
   
If to The Borrower:
The Alkaline Water Company Inc.
Attn: Richard A. Wright
7730 E. Greenway Road, Suite 203
Scottsdale, Arizona 85260
 
Any notice delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy on a business day will be deemed conclusively to have been effectively given on the day the notice was delivered, or the transmission was sent successfully to the number set out above, as the case may be. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.
 
18.      Amendment or Waiver. Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Lender and the Borrower.

19.       Entire Agreement.  This Agreement, together with the other Loan Documents and all related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Each of the parties hereby acknowledges that this Agreement and other Agreements are each the result of mutual negotiation and therefore any ambiguity in their respective terms shall not be construed against the drafting party.
 
 
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In Witness Whereof, the parties hereto have executed this Loan Agreement as of the day and year first above written.


The Lender:

/s/ Neil Rogers_____________________
Neil Rogers
 

The Borrower:

The Alkaline Water Company Inc.

By: /s/ Richard A. Wright                                                     
Its:


 
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SCHEDULE A
 
CERTIFICATE OF SUBSCRIBER
 
Capitalized terms used but not otherwise defined in this certificate (the “Certificate”) shall have the meanings given to such terms in that certain loan agreement (the “Agreement”) between the undersigned and The Alkaline Water Company Inc. (the “Company”).  In connection with the issuance of the Escrowed Shares to the undersigned, the undersigned hereby agrees, acknowledges, represents, warrants and covenants, as an integral part of the Agreement, that:
 
1.           the undersigned is not a “U.S. Person” as such term is defined by Rule 902 of Regulation S under the 1933 Act (the definition of which includes, but is not limited to, an individual resident in the U.S. and an estate or trust of which any executor or administrator or trust, respectively is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the U.S.);
 
2.           none of the Escrowed Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in compliance with any applicable state and foreign securities laws;
 
3.           the undersigned understands and agrees that offers and sales of any of the Escrowed Shares prior to the expiration of a period of six months after the date of original issuance of the Escrowed Shares (the six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and foreign securities laws;
 
4.           the undersigned understands and agrees not to engage in any hedging transactions involving any of the Escrowed Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
 
5.           the undersigned is acquiring the Escrowed Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;
 
6.           the undersigned has not acquired the Escrowed Shares as a result of, and will not itself engage in, any directed selling efforts (as defined in Regulation S under the 1933 Act) in the United States in respect of the Escrowed Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Escrowed Shares; provided, however, that the undersigned may sell or otherwise dispose of the Escrowed Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
 
 
 
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7.           the Shares are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States;
 
8.           the undersigned was outside the United States when receiving and executing the agreement in connection with the issuance of the Escrowed Shares;
 
9.           the undersigned understands and agrees that offers and sales of any of the Escrowed Shares shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
 
11.           except as set out in the Agreement, the Company has not undertaken, and will have no obligation, to register any of the Escrowed Shares under the 1933;
 
12.           the Company is entitled to rely on the acknowledgements, agreements, representations and warranties and the statements and answers of the undersigned contained in the Agreement and this Certificate, and the undersigned will hold harmless the Company from any loss or damage either one may suffer as a result of any such acknowledgements, agreements, statements, representations and/or warranties made by the undersigned not being true and correct;
 
13.           the undersigned has been advised to consult its own respective legal, tax and other advisors with respect to the merits and risks of an investment in the Escrowed Shares and, with respect to applicable resale restrictions, is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
 
14.           the undersigned and the undersigned’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the acquisition of the Escrowed Shares under the Agreement, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
 
15.           the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the undersigned during reasonable business hours at its principal place of business and that all documents, records and books in connection with the acquisition of the Escrowed Shares under the Agreement have been made available for inspection by the undersigned, the undersigned’s attorney and/or advisor(s);
 
16.           the undersigned (i) is able to fend for itself in connection with the acquisition of the Escrowed Shares; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Escrowed Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
 
 
 
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17.           the undersigned has a pre-existing, substantive relationship with the Company (or a person acting on its behalf) that is sufficient to enable the Company (or a person acting on its behalf) to be aware of the undersigned’s financial circumstances or sophistication. This substantive relationship with the Company (or a person acting on its behalf) through which the undersigned is acquiring the Escrowed Shares predates the contact between the Company (or a person acting on its behalf) and the undersigned regarding the acquisition of the Escrowed Shares;
 
18.           the undersigned is not aware of any advertisement of any of the Escrowed Shares and is not acquiring the Escrowed Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
 
19.           no person has made to the undersigned any written or oral representations:
 
 
(a)
that any person will resell or repurchase any of the Escrowed Shares;
 
 
 
(b)
that any person will refund the purchase price of any of the Escrowed Shares;
 
 
 
(c)
as to the future price or value of any of the Escrowed Shares; or
 
 
 
(d)
that any of the Escrowed Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Escrowed Shares on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTCQB operated by OTC Markets Group;
 
 
20.           the undersigned is acquiring the Escrowed Shares as principal for their own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Escrowed Shares;
 
21.           neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Escrowed Shares;
 
22.           the Company shall refuse to register any transfer of Escrowed Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act;
 
23.           the Escrowed Shares issued to the undersigned will bear the following legend:
 
“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”;
 
 
 
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24.           the address of the undersigned included herein is the sole address of the undersigned as of the date of this Certificate;
 
25.           there are no written instruments, buy-sell agreements, registration rights or agreements, voting agreements or other agreements by and between or among the undersigned and any other person or company, imposing any restrictions upon the transfer, prohibiting the transfer of or otherwise pertaining to the Escrowed Shares or the ownership thereof; and
 
26.           no person or company has or will have any agreement or option or any right capable at any time of becoming an agreement to purchase or otherwise acquire the Escrowed Shares or require the undersigned to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Escrowed Shares other than under the Agreement.
 

 
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Date:________________________
 
 
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Subscriber.
 
Subscriber Information
Neil Rogers 
Registration Instruction
(Name of subscriber)
(Name to appear on the share certificate)
X 
 
(Signature of authorized signatory)
(Address, including city and postal code)
   
(Name and title  of authorized signatory)
125375796 
(SSN, incorporation # or other tax identification #)
43 Torrington Road, Maroubra 2031 NSW 
(Address, including city and postal code)
Australia 
(Telephone number)
 


 
14

 






NON-NEGOTIABLE
PROMISSORY NOTE
 $750,000.00
 November 30, 2015
Scottsdale, AZ
 
For value received THE ALKALINE WATER COMPANY INC., a Nevada Corporation (the “Payor”) promises to pay to NEIL ROGERS (the “Holder”) the principal sum of $750,000.00 together with simple interest on the outstanding principal amount at the rate of fifteen percent (15%) per annum. Interest shall commence on the date that this Note is issued (the “Effective Date”) by the Holder to the Payor and shall continue on the full outstanding principal until paid in full. Interest shall be computed on the basis of a year of three hundred sixty-five (365) days for the actual number of days elapsed.
 
1. Term.  Unless otherwise converted as set forth below, all outstanding principal and interest shall be due and payable on or before the date that is 60 days after the Effective Date.
 
2. Payments.  All payments of interest and advanced principal shall be in lawful money of the United States of America.
 
3. Prepayment.  The Payor may prepay this Note, in full or in part, at any time, without penalty.
 
4. Restrictions on Transfer. The Holder shall not sell, transfer, pledge, negotiate or otherwise dispose of this Note.
 
5. Default.  If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder and upon written notice to the Payor (which election and notice shall not be required in the case of an Event of Default under Section 5.2 or 5.3 below), this Note shall accelerate and all principal and unpaid accrued interest shall become due, payable and collectible. The occurrence of any one or more of the following shall constitute an “Event of Default” hereunder:
 
5.1 the Payor fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due;
 
5.2 the Payor files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or
 
5.3 an involuntary petition is filed against the Payor (unless such petition is dismissed or discharged within sixty (60) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Payor.
 
 
 

 
6. Attorneys’ Fees.  In any litigation or other proceeding in connection with the interpretation of this Note, or the exercise or enforcement of any right under this Note, the non-prevailing party shall pay or reimburse the prevailing party for all expenses, including court costs and attorneys’ fees, incurred by the prevailing party in connection with such litigation or proceeding (whether incurred at the trial, appellate, or administrative levels, and in any bankruptcy case, arbitration or other proceeding), all of which may be incorporated into and be a part of any judgment or decision rendered in such proceeding.
 
7. Waiver of Notice.  The Payor hereby waives demand, notice, presentment, protest and notice of dishonor.
 
8. Governing Law.  This Note shall be governed by construed under the laws of the State of Nevada, without giving effect to conflicts of laws principles.
 
9. Lost, Stolen, Destroyed or Mutilated Note.  In case this Note shall be mutilated, lost, stolen or destroyed, the Payor shall issue a new Note of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Note, or in lieu of any Note lost, stolen or destroyed, upon receipt of evidence satisfactory to the Payor of the loss, theft or destruction of such Note.
 
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10. Amendment; Waiver.  Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Payor and the Holder.
 

 
the alkaline water company inc. A Nevada corporation
 
By: /s/ Richard Wright                                                                
 
Name:         Richard Wright                                                      
Title:           V.P. Sec/Treas                                                                



AGREED TO AND ACCEPTED:

HOLDER:

/s/ Neil Rogers                                                      
NEIL ROGERS





 

 
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ESCROW AGREEMENT
 
 
THIS AGREEMENT made as of the 30th day of November, 2015.
 
BETWEEN:
 
NEIL ROGERS, having an address at 43 Torrington Road, Maroubra 2031 NSW, Australia
 
(the “Lender”)
 
AND:
 
CLARK WILSON LLP, having an address at Suite 900 – 885 Georgia Street W., Vancouver, British Columbia V6C 3H1, Canada
 
(the “Escrow Agent”)
 
 
AND:
 
THE ALKALINE WATER COMPANY INC., having an address at 7730 E. Greenway Road, Suite 203, Scottsdale, Arizona 85260, U.S.A.
 
(the “Company”)
 
WHEREAS:
 
A. Pursuant to the terms and conditions of a Loan Agreement of even date herewith between the Company and the Lender (the ”Loan Agreement”) and the terms and conditions of this Agreement, the Company has agreed to issue $1.5 million worth of  shares of common stock in the capital of the Company (the “Shares”) to the Lender at a price per Share to be determined by the Company; and
 
B. The Lender and the Company wish to appoint the Escrow Agent to accept, hold and release the Shares pursuant to the terms of this Agreement.
 
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the terms and conditions set out herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
 
1.  
DEPOSIT INTO ESCROW
 
1.1 The Company will, upon the closing of the Loan Agreement, deliver one (1) share certificate representing the Shares (the “Certificate”) and a cancellation resolution (the “Cancellation Resolution”) to effect the cancellation of the Shares, substantially in the form set out in Schedule A, to the Escrow Agent.
 
1.2 The Lender will, upon the closing of the Loan Agreement, deliver a duly executed and medallion guaranteed stock power of attorney (the “Stock Power”) to effect the cancellation of the Shares, substantially in the form set out in Schedule B, to the Escrow Agent.
 
 
 
 

 
 
1.3 The Escrow Agent will hold the Certificate, the Cancellation Resolution, and the Stock Power (collectively, the “Stock Cancellation Documents”) in escrow subject to the terms and conditions of this Agreement.
 
1.4 The Company and the Lender hereby appoint the Escrow Agent as the agent for and on behalf of the Company and the Lender in respect of the Stock Cancellation Documents, on the terms and subject to the conditions set forth in this Agreement.
 
2.  
ESCROW PROVISIONS
 
2.1 The Lender and the Company hereby direct the Escrow Agent to retain the Stock Cancellation Documents and not to cause anything to be done to release the same from escrow except in accordance with this Agreement.
 
2.2 In the event that there is any Event of Default (as defined in the promissory note issued pursuant to the Loan Agreement) that is not cured in accordance with the Loan Agreement, the Lender will deliver a written notice to the Company and the Escrow Agent acknowledging such event, and if the Company does not object within five (5) business days, the Escrow Agent will deliver the Certificate and Stock Power to the Lender.
 
2.3 In the event that the Company repays the loan pursuant to the Loan Agreement and there is no Event of Default that is not cured in accordance with the Loan Agreement at the time of repayment, the Company will deliver a written notice to the Lender and the Escrow Agent acknowledging such event, and if the Lender does not object within five (5) business days, the Escrow Agent will deliver the Stock Cancellation Documents to the transfer agent of the Company (the “Transfer Agent”) and request the Transfer Agent to cancel the Shares.
 
2.4 If either of the Company or the Lender objects to the deliveries contemplated in Section 2.2 or 2.3, then the Escrow Agent will continue to retain the Stock Cancellation Documents until such objection is resolved between the Lender and the Company. Notwithstanding this Section 2.4, the Escrow Argent will still be able to deliver and interplead the Stock Cancellation Documents in accordance with Section 4.12 of this Agreement.
 
2.5 The Escrow Agent is authorized by each of the Company and the Lender to make the deliveries required by this Section 2.
 
2.6 In the event the Escrow Agent has not received any written notices pursuant to this Section 2 by the end of the third month (or such other longer time as is determined by the Company in its sole discretion) from the date hereof, the Escrow Agent will deliver the Stock Cancellation Documents to the Transfer Agent and request the Transfer Agent to cancel the Shares.
 
3.  
INDEPENDENT LEGAL ADVICE
 
3.1 With respect to the preparation of this Agreement and the rights and obligations herein, each of the Lender and Company acknowledge that each has been advised to seek independent legal advice with respect to this Agreement and the documents delivered pursuant hereto and that Clark Wilson LLP is not protecting the rights and interests of any party to this Agreement.
 
 
 
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4.  
ESCROW AGENT
 
4.1 In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Escrow Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
 
4.2 The Company and the Lender agree from time to time and at all times hereafter to save, defend, hold harmless and fully indemnify the Escrow Agent, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Escrow Agent’s compliance in good faith with the terms hereof.
 
4.3 In case proceedings should hereafter be taken in any court respecting the Stock Cancellation Documents, the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 4.2 against its costs of such proceedings.
 
4.4 The Escrow Agent will have no responsibility in respect of loss of the Stock Cancellation Documents except the duty to exercise such care in the safekeeping thereof as it would exercise if the Stock Cancellation Documents belonged to the Escrow Agent.  The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel.
 
4.5 The Escrow Agent will not be bound in any way by any contract between the other parties hereto whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of the Escrow Agent will be to hold the Stock Cancellation Documents as herein directed and to deliver the same to such persons and to comply with other such conditions as are herein set forth.  The Escrow Agent will not be required to pass upon the sufficiency of any of the written notices pursuant to Section 2 or the Stock Cancellation Documents to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so execute, sign or otherwise authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be essential for their validity, but it shall be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with the Escrow Agent as specified in this Agreement.
 
4.6 In the event that the Stock Cancellation Documents are attached, garnished or levied upon under any court order, or if the delivery of the Stock Cancellation Documents is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting the Stock Cancellation Documents or affecting any act by the Escrow Agent, the Escrow Agent may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary.  If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, firm, corporation or other entity by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.
 
 
 
3

 
 
4.7 Except as herein otherwise provided, the Escrow Agent is authorized and directed to disregard, in its sole discretion, any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation.  It will, however, at its sole discretion, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and, in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association, corporation or other entity, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated.
 
4.8 If the Escrow Agent receives any valid court order contrary to the instructions contained in this Agreement, the Escrow Agent may continue to hold the Stock Cancellation Documents until the lawful determination of the issue between the parties hereto.
 
4.9 If written notice of protest is made by either of the Company and/or the Lender to the Escrow Agent to any action contemplated by the Escrow Agent under this Agreement, and such notice sets out reasons for such protest, the Escrow Agent may, at its sole discretion, continue to hold the Stock Cancellation Documents until the right to the Stock Cancellation Documents is legally determined by a court of competent jurisdiction or otherwise.
 
4.10 The Escrow Agent may resign as Escrow Agent by giving not less than five (5) days’ notice thereof to the Company and the Lender.  The Company may terminate the Escrow Agent by giving not less than five (5) days’ notice to the Escrow Agent.  The resignation or termination of the Escrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent and/or the Company may agree upon.  All indemnities granted to the Escrow Agent herein will survive the termination of this Agreement or the termination or resignation of the Escrow Agent.  In the event of termination or resignation of the Escrow Agent for any reason, the Escrow Agent shall, within that five (5) days’ notice period, deliver the Stock Cancellation Documents to the new escrow agent to be named by the Company.
 
4.11 Notwithstanding anything herein to the contrary, the Escrow Agent may act upon any written instructions given jointly by the Company and the Lender.
 
4.12 Notwithstanding anything herein to the contrary, in the event of any dispute arising between either of the Company and/or the Lender pertaining to this Agreement or any matters arising pursuant hereto, the Escrow Agent may, in its sole discretion, deliver and interplead the Stock Cancellation Documents into court and such delivery and interpleading will be an effective discharge to the Escrow Agent.
 
5.  
FEES
 
5.1 The Company will pay all of the compensation of the Escrow Agent and will reimburse the Escrow Agent for any and all reasonable expenses, disbursements and advances made by the Escrow Agent in the performance of its duties hereunder, including reasonable fees, expenses and disbursements incurred by its counsel.
 
6.  
GENERAL
 
6.1 Except as otherwise provided in this Agreement, no alteration, amendment, change or addition to this Agreement will be binding upon the parties hereto unless reduced to writing and signed by the parties.
 
 
 
4

 
 
6.2 This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators and successors.
 
6.3 The parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.
 
6.4 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties acknowledge that the courts of the Province of British Columbia shall have exclusive jurisdiction with respect to any matter arising under or related to this Agreement and the parties to this Agreement hereby irrevocably attorn and submit to such jurisdiction.
 
6.5 Any notice required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail, the notice to the following address:
 
To the Company:
 
7730 E. Greenway Road, Suite 203
Scottsdale, Arizona 85260
Attention:
Richard A. Wright, Vice-President, Secretary, Treasurer and director
Email:
Ricky@wtfcpa.com
 
To the Lender:
 
Neil Rogers
43 Torrington Road
Maroubra 2031 NSW
Australia
Email:
coach.rogers@hotmail.com

To the Escrow Agent:
 
Clark Wilson LLP
900 – 885 West Georgia Street
Vancouver, British Columbia
Canada V6C 3H1
Attention:
Virgil Z. Hlus
Email:
VHlus@cwilson.com
Facsimile:
(604) 687-6314
 
 
 
5

 
 
(or to such other address as any party may specify by notice in writing to another party).  Any notice delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy on a business day will be deemed conclusively to have been effectively given on the day the notice was delivered, or the electronic communication was successfully transmitted, as the case may be.  Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.
 
6.6 Time is of the essence of this Agreement.
 
6.7 It is understood and agreed by the parties to this Agreement that the only duties and obligations of the Escrow Agent are those specifically stated herein and no other.
 
6.8 The parties expressly acknowledge that any previous agreement entered into by them will terminate and have no further force or effect upon the execution and delivery of this Agreement by all parties hereto.
 
6.9 This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.  This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.
 
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6

 

IN WITNESS WHEREOF the parties have caused this Escrow Agreement to be executed as of the day and year first written above.
 
CLARK WILSON LLP
 
Per:  /s/ Signed 
        Authorized Signatory
 

EXECUTED by NEIL ROGERS in the presence of:
 
 
_________________________________________________________________________
Signature
 
 
_________________________________________________________________________
Name
 
 
_________________________________________________________________________
Address
 
 
_________________________________________________________________________
Occupation
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
/s/ Neil Rogers                                                               
NEIL ROGERS


THE ALKALINE WATER COMPANY INC.

Per:  /s/ Richard A. Wright                                           
         Richard A. Wright, Vice-President, Secretary, Treasurer and Director

 
7

 
 

SCHEDULE A

FORM OF CANCELLATION RESOLUTION

CANCELLATION RESOLUTION
CORPORATE RESOLUTION AUTHORIZING RETIREMENT/OUTRIGHT
CANCELLATION WITHOUT REISSUANCE OF THE
ATTACHED CERTIFICATES

THE ALKALINE WATER COMPANY INC.

__________ ___________COMMON STOCK______________________
CLASS OF STOCK

RESOLVED, THAT ISLAND STOCK TRANSFER STOCK, TRANSFER AGENT FOR THE ABOVE CLASS OF STOCK FOR THE ABOVE COMPANY, IS AUTHORIZED BY THE COMPANY TO CANCEL ALL CERTIFICATE(S) LISTED BELOW, WHICH ARE PRESENTED TO THE STOCK TRANSFER AGENT FOR OUTRIGHT CANCELLATION, AND DECREASE THE OUTSTANDING SHARES ON THE BOOKS OF THE COMPANY.

ORIGINAL CERTIFICATE(S) PRESENTED FOR CANCELLATION (PLEASE TYPE)
 
 
 Registered
Name
                   
 Certificate
Number
 Number
of Shares
 Cancellation
Date
 Restricted or
Free Trading
 
 

DECREASING THE NUMBER OF SHARES OUTSTANDING BY ______________ SHARES.

(NOTE – THIS RESOLUTION IS ONLY USED TO DECREASE THE CONTROL BOOK, NOT FOR A CORPORATE STOCK TRANSFER).

I, THE UNDERSIGNED, QUALIFIED OFFICER OF THE ABOVE NAMED COMPANY, DO HEREBY INDEMNIFY ISLAND STOCK TRANSFER AND THEIR EMPLOYEES AGAINST ANY AND ALL ACTIONS TAKEN BY THE ABOVE COMPANY, AND CERTIFY THAT THIS IS A TRUE COPY OF A RESOLUTION, SET FORTH AND ADOPTED ON THE BELOW DATE, AND THAT THE SAID RESOLUTION HAS NOT BEEN IN ANY WAY RESCINDED, ANNULLED OR REVOKED BUT THE SAME IS STILL IN FULL FORCE AND EFFECT.


X_____________________                                     ­­­­­­­­­­­­­­­­­­­­­­________________________
              OFFICER’S SIGNATURE                                                                                                      OFFICER’S NAME PRINTED

______________________                                      ________________________
                TITLE OF OFFICER                                                                                                               DATE


_______________________________________                                                                         ___________________________________________
              TELEPHONE NUMBER                                                                                                             FACSIMILE NUMBER
 
NOTE

NOTE-ALL CERTIFICATE(S) LISTED ABOVE FOR OUTRIGHT CANCELLATION MUST BE PRESENTED TO ISLAND STOCK TRANSFER PRIOR TO THE EXECUTION OF THIS RESOLUTION.

NOTE-IF ANY CERTIFICATE(S) IS (ARE) NOT IN THE POSSESSION/CONTROL OF THE COMPANY AND THE COMPANY WISHES TO STOP THE TRANSFER OF THE CERTIFICATE(S), PLEASE HAVE AN OFFICER COMPLETE A STOP TRANSFER RESOLUTION, NOT A CANCELLATION RESOLUTION.

NOTE-THIS RESOLUTION WILL NOT TAKE THE PLACE OF A STOP TRANSFER RESOLUTION, IF YOU WISH TO PLACE A STOP ON A CERTIFICATE PLEASE COMPLETE A STOP TRANSFER RESOLUTION.

 
8

 

 
SCHEDULE B

FORM OF STOCK POWER OF ATTORNEY

All certificates to be transferred must be enclosed with this stock power
 
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatsoever.  The signature of the person executing this power must be guaranteed by an eligible Guarantor Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or Savings Association participating in a Medallion Program approved by the Securities Transfer Association, Inc.  No other form of signature guarantee is acceptable.

STOCK POWER

For value received I/we hereby sell, assign and transfer unto

The Alkaline Water Company Inc.
     (Print or Type Name)

7730 E Greenway Road, Suite 203, Scottsdale, AZ
    (Address of Transferee)


SS# or Tax ID 99-0367049_________________________________


_[Number of Shares]______________ shares of  The Alkaline Water Company Inc.
                                                                                  (Name of Company)
 
Represented by certificate number(s)___[Certificate Number]________________________________.


The undersigned does (do) hereby irrevocably constitute and appoint Island Stock Transfer to transfer the said stock on the books of said company with full power of substitution in the premises.

(Must check one)   Note:  If any cost basis information below is not completed the issuer will be notified and given two weeks to provide the data.  If the data is not provided at the end of the two weeks, the request will not be processed and will  be rejected back to the issuer.   

Original Cost  $[Amount]_____                                                                                          Original Issuance/Purchase Date__[Date of Issue]                             

Current Cost for this transaction____$0____________

Gift____     Purchase/Sell__X__ (Includes both Private and Public Purchases)  Compensation _____ (Includes payment for services)
       


Date ___________________________   


_______________________________________________________
(Signature of Registered Holder completing the stock power)

Neil Rogers
(Print Name of Registered Holder)                                                                         


_______________________________________________________
(Signature of Joint Registered Holder completing the stock power)

_______________________________________________________   
(Print Name of Joint Registered Holder)                                                                         



 
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