THE ALKALINE WATER COMPANY INC.
2013 EQUITY INCENTIVE PLAN

1.            Purpose; Eligibility.

1.1         General Purpose . The name of this plan is The Alkaline Water Company Inc. 2013 Equity Incentive Plan (the “ Plan ”). The purposes of the Plan are to (a) enable The Alkaline Water Company Inc., a Nevada corporation (the “ Company ”), and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

1.2         Eligible Award Recipients . The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants and Directors after the receipt of Awards.

1.3        Available Awards . Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards and (e) Performance Compensation Awards.

2.          Definitions.

            “ Affiliate ” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

            “ Applicable Laws ” means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

            “ Award ” means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right, a Restricted Award, or a Performance Compensation Award.

            “ Award Agreement ” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.

            “ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

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            “ Board ” means the Board of Directors of the Company, as constituted at any time.

            “ Cause ” means: With respect to any Employee or Consultant:

With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:

The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

            “ Change in Control ”

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            “ Code ” means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

            “ Committee ” means the Board or a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section 3.3 and Section 3.4.

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            “ Common Stock ” means the common stock, $0.001 par value per share, of the Company, the preferred stock, $0.001 par value per share, of the Company, or such other securities of the Company as may be designated by the Committee from time to time in substitution thereof.

            “ Company ” means The Alkaline Water Company Inc., a Nevada corporation, and any successor thereto.

            “ Consultant ” means any individual who is engaged by the Company or any Affiliate to render consulting or advisory services.

            “ Continuous Service ” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.

            “ Covered Employee ” has the same meaning as set forth in Section 162(m)(3) of the Code, as interpreted by Internal Revenue Service.

            “ Director ” means a member of the Board.

            “ Disability ” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.9 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined under procedures established by the Committee. Except in situations where the Committee is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.9 hereof within the meaning of Section 22(e)(3) of the Code, the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant participates.

            “ Disqualifying Disposition ” has the meaning set forth in Section 14.11.

            “ Effective Date ” shall mean the date as of which this Plan is adopted by the Board.

            “ Employee ” means any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for purposes of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation within the meaning of IRC Section 424. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

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            “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

            “ Fair Market Value ” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed or quoted on any established stock exchange or public market, including without limitation, the New York Stock Exchange, the NASDAQ Stock Market, the OTC Bulletin Board operated by the Financial Industry Regulatory Authority, or one of marketplaces operated by the OTC Markets Group, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported the closing price on the date immediately preceding such date) as quoted on such exchange or public market on the day of determination, as reported in the source as the Committee deems reliable. In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.

            “ Free Standing Rights ” has the meaning set forth in Section 7.1(a).

            “ Good Reason ” means:

            “ Grant Date ” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such date as is set forth in such resolution.

            “ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

            “ Incumbent Directors ” means individuals who, on the Effective Date, constitute the Board, provided that any individual becoming a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least two- thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent Director. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

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            “ Negative Discretion ” means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award in accordance with Section 7.3(d)(iv) of the Plan; provided, that, the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as “performance- based compensation” under Section 162(m) of the Code.

            “ Non-Employee Director ” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.

            “ Non-qualified Stock Option ” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

            “ Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

            “ Option ” means an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to the Plan.

            “ Optionholder ” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

            “ Option Exercise Price ” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

            “ Outside Director ” means a Director who is an “outside director” within the meaning of Section 162(m) of the Code and Treasury Regulations Section 1.162 -27(e)(3) or any successor to such statute and regulation.

            “ Participant ” means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

            “ Performance Compensation Award ” means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 7.3 of the Plan.

            “ Performance Criteria ” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Affiliate, division, business unit or operational unit of the Company) and shall be limited to the following:

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Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or an Affiliate as a whole or any division, business unit or operational unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Committee may select Performance Criterion (o) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162 (m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period. In the event that applicable tax and/or securities laws change to permit the Committee discretion to alter the governing Performance Criteria without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval.

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            “ Performance Formula ” means, for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

            “ Performance Goals ” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter (but only to the extent the exercise of such authority after such period would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of Participants based on the following events:

            “ Performance Period ” means the one or more periods of time not less than one fiscal quarter in duration, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Compensation Award.

            “ Permitted Transferee ” means:

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            “ Plan ” means this The Alkaline Water Company Inc. 2013 Equity Incentive Plan, as amended and/or amended and restated from time to time.

            “ Related Rights ” has the meaning set forth in Section 7.1(a) .

            “ Restricted Award ” means any Award granted pursuant to Section 7.2(a) .

            “ Restricted Period ” has the meaning set forth in Section 7.2(a) .

            “ Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

            “ Securities Act ” means the Securities Act of 1933, as amended.

            “ Stock Appreciation Right ” means the right pursuant to an Award granted under Section 7.1 to receive, upon exercise, an amount payable in cash or shares equal to the number of shares subject to the Stock Appreciation Right that is being exercised multiplied by the excess of (a) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (b) the exercise price specified in the Stock Appreciation Right Award Agreement.

            “ Stock for Stock Exchange ” has the meaning set forth in Section 6.3.

            “ Ten Percent Shareholder ” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

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3.            Administration.

3.1                    Authority of Committee . The Plan shall be administered initially by the Board, except that the Board may, in its discretion, establish a committee composed of two (2) or more members of the Board to administer the Plan, which committee may be an executive, compensation or other committee, including a separate committee especially created for this purpose. Subject to the terms of the Plan, the Committee’s charter and Applicable Laws, and in addition to other express powers and authorization conferred by the Plan, the Committee shall have the authority:

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The Committee also may modify the purchase price or the exercise price of any outstanding Award, provided that shareholder approval shall be required before the repricing is effective if such shareholder approval is necessary to satisfy any Applicable Laws.

3.2                     Committee Decisions Final . All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

3.3                     Delegation . The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term “ Committee ” shall apply to any person or persons to whom such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

3.4                    Committee Composition . If the Board establishes a committee to administer the Plan, except as otherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors who are also Outside Directors. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3 and/or Section 162(m) of the Code. However, if the Board intends to satisfy such exemption requirements, with respect to Awards to any Covered Employee and with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors who are also Outside Directors. Within the scope of such authority, the Board or the Committee may (a) delegate to a committee of one or more members of the Board who are not Outside Directors the authority to grant Awards to eligible persons who are either (i) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Award or (ii) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code or (b) delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. Nothing herein shall create an inference that an Award is not validly granted under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at all times consist solely of two or more Non-Employee Directors who are also Outside Directors.

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3.5                    Indemnification . In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including attorney’s fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted under the Plan, and against all amounts paid by the Committee in settlement thereof (provided, however, that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after institution of any such action, suit or proceeding, such Committee shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

4.            Shares Subject to the Plan.

4.1                    Subject to adjustment in accordance with Section 11, a total of 7,700,000 shares of Common Stock shall be available for the grant of Awards under the Plan. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

4.2                    Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner.

4.3                    Any shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award.

5.                       Eligibility.

5.1                    Eligibility for Specific Awards . Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors and those individuals whom the Committee determines are reasonably expected to become Employees, Consultants and Directors following the Grant Date.

5.2                    Ten Percent Shareholders . A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise Price is at least 110% of the Fair Market Value of the Common Stock at the Grant Date and the Option is not exercisable after the expiration of five years from the Grant Date.

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6.           Option Provisions.

              Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options shall be separately designated Incentive Stock Options or Non-qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: 6.1 Term . Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of 10 years from the Grant Date. The term of a Non-qualified Stock Option granted under the Plan shall be determined by the Committee; provided, however, no Non-qualified Stock Option shall be exercisable after the expiration of 10 years from the Grant Date.

6.2                     Exercise Price of an Incentive Stock Option . Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.3                    Consideration . The Option Exercise Price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion of the Committee, upon such terms as the Committee shall approve, the Option Exercise Price may be paid: (i) by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of attestation equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “ Stock for Stock Exchange ”); (ii) a “cashless” exercise program established with a broker; (iii) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Option Exercise Price at the time of exercise; (iv) any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Committee. Unless otherwise specifically provided in the Option, the exercise price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded an exercise by a Director or Officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 shall be prohibited with respect to any Award under this Plan.

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6.4                     Transferability of an Incentive Stock Option . An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.5                    Transferability of a Non-qualified Stock Option . A Non-qualified Stock Option may, in the sole discretion of the Committee, be transferable to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award Agreement. If the Non- qualified Stock Option does not provide for transferability, then the Non-qualified Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.6                    Vesting of Options . Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions of individual Options may vary. No Option may be exercised for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.

6.7                    Termination of Continuous Service . Unless otherwise provided in an Award Agreement or in an employment agreement the terms of which have been approved by the Committee, in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months following the termination of the Optionholder’s Continuous Service or (b) the expiration of the term of the Option as set forth in the Award Agreement; provided that, if the termination of Continuous Service is by the Company for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Award Agreement, the Option shall terminate.

6.8                    Extension of Termination Date . An Optionholder’s Award Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service for any reason would be prohibited at any time because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal securities law or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate on the earlier of (a) the expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a period after termination of the Participant’s Continuous Service that is three months after the end of the period during which the exercise of the Option would be in violation of such registration or other securities law requirements.

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6.9                    Disability of Optionholder . Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall terminate.

6.10                    Death of Optionholder . Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death, but only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration of the term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Award Agreement, the Option shall terminate.

6.11                   Incentive Stock Option $100,000 Limitation . To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-qualified Stock Options.

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No Restricted Award may be granted or settled for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.

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8.            Securities Law Compliance.

              Each Award Agreement shall provide that no shares of Common Stock shall be purchased or sold thereunder unless and until (a) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant has executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee may require. The Company shall use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Awards unless and until such authority is obtained.

9.              Use of Proceeds from Stock.

                Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute general funds of the Company.

10.             Miscellaneous.

10.1                    Acceleration of Exercisability and Vesting . The Committee shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

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10.2                    Shareholder Rights . Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Common Stock certificate is issued, except as provided in Section 11 hereof.

10.3                    No Employment or Other Service Rights . Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

10.4                    Transfer; Approved Leave of Absence . For purposes of the Plan, no termination of employment by an Employee shall be deemed to result from either (a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing, in either case, except to the extent inconsistent with Section 409A of the Code if the applicable Award is subject thereto.

10.5                    Withholding Obligations . To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock of the Company.

11.            Adjustments Upon Changes in Stock.

                 In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the exercise price of Options and Stock Appreciation Rights and the maximum number of shares of Common Stock subject to all Awards stated in Section 4 will be equitably adjusted or substituted, as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 11, unless the Committee specifically determines that such adjustment is in the best interests of the Company or its Affiliates, the Committee shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification of such Non-qualified Stock Options within the meaning of Section 409A of the Code. Any adjustments made under this Section 11 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, any adjustments or substitutions will not cause the Company to be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

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12.           Effect of Change in Control.

12.1                   Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary:

To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control with respect to the shares of Common Stock subject to their Awards.

12.2                  In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.

12.3                  The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.

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13.             Amendment of the Plan and Awards.

13.1                    Amendment of Plan . The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided in Section 11 relating to adjustments upon changes in Common Stock and Section 13.3, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder approval.

13.2                    Shareholder Approval . The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

13.3                    Contemplated Amendments . It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

13.4                    No Impairment of Rights . Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

13.5                    Amendment of Awards . The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

14.          General Provisions.

14.1                    Forfeiture Events . The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant, a termination of the Participant’s Continuous Service for Cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates. 14.2 Clawback . Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

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14.3                   Other Compensation Arrangements . Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

14.4                   Sub-plans . The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub- plans shall be deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

14.5                   Deferral of Awards . The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program.

14.6                   Unfunded Plan . The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

14.7                   Delivery . Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of this Plan, 30 days shall be considered a reasonable period of time.

14.8                   No Fractional Shares . No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated. 14.9 Other Provisions . The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Committee may deem advisable.

14.10                  Section 409A . The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.

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14.11                   Disqualifying Dispositions . Any Participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Grant Date of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of such Incentive Stock Option (a “ Disqualifying Disposition ”) shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.

14.12                   Section 16 . It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed in this Section 14.12, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.

14.13                   Section 162(m) . To the extent the Committee issues any Award that is intended to be exempt from the deduction limitation of Section 162(m) of the Code, the Committee may, without shareholder or grantee approval, amend the Plan or the relevant Award Agreement retroactively or prospectively to the extent it determines necessary in order to comply with any subsequent clarification of Section 162(m) of the Code required to preserve the Company’s federal income tax deduction for compensation paid pursuant to any such Award.

14.14                  Beneficiary Designation . Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. 14.15 Expenses . The costs of administering the Plan shall be paid by the Company. 14.16 Severability . If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby.

14.17                  Plan Headings . The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.

14.18                   Non-Uniform Treatment . The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective Award Agreements.

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15.         Effective Date of Plan.

             The Plan shall become effective as of the Effective Date, but no Award shall be exercised (or, in the case of a stock Award, shall be granted) unless and until the Plan has been approved by the shareholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

16.          Termination or Suspension of the Plan.

               The Plan shall terminate automatically on October 7, 2023. No Award shall be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant to Section 13.1 hereof. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated. Unless the Company determines to submit Section 7.3 of the Plan and the definition of “Performance Goal” and “Performance Criteria” to the Company’s shareholders at the first shareholder meeting that occurs in the fifth year following the year in which the Plan was last approved by shareholders (or any earlier meeting designated by the Board), in accordance with the requirements of Section 162(m) of the Code, and such shareholder approval is obtained, then no further Performance Compensation Awards shall be made to Covered Employees under Section 7.3 after the date of such annual meeting, but the Plan may continue in effect for Awards to Participants not in accordance with Section 162(m) of the Code.

17.           Choice of Law.

               The law of the State of Nevada shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of law rules.

As adopted by the Board of Directors of The Alkaline Water Company Inc. on October 7, 2013.

As approved by the shareholders of The Alkaline Water Company Inc. on October 7, 2013.

As amended by the Board of Directors of The Alkaline Water Company Inc. on October 31, 2014 and January 20, 2016.

L OAN A GREEMENT

             THIS LOAN AGREEMENT (the “Agreement” ) is made and entered into this 25th day of January, 2016 (the “Effective Date” ), by and between THE ALKALINE WATER COMPANY INC. (the “Borrower” ) and TURNSTONE CAPITAL INC. (the “Lender” ).

R ECITALS :

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 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” .

A GREEMENT :

             N OW , T HEREFORE , 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 March 31, 2016 or such other later date as is mutually agreed upon by the Borrower and the Lender.

            3.        Conditions Precedent . The Lender’s obligation under this Agreement are subject to the following conditions precedent:

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                       (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 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:

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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             I N W ITNESS W HEREOF , the parties hereto have executed this Loan Agreement as of the day and year first above written.

T HE L ENDER :

Turnstone Capital Inc.

By: /s/Yenny Martinez                                               
Its: Director

T HE B ORROWER :

The Alkaline Water Company Inc.

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

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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;

            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;

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            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:

            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.

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NON-NEGOTIABLE
PROMISSORY NOTE

            For value received THE ALKALINE WATER COMPANY INC., a Nevada Corporation (the “ Payor ”) promises to pay to TURNSTONE CAPITAL INC. (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 March 31, 2016 or such date as is mutually agreed upon by the Payor and the Holder.

             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.

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             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.

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ESCROW AGREEMENT

THIS AGREEMENT made as of the 25th day of January, 2016.

BETWEEN:

TURNSTONE CAPITAL INC. , having an address at 25 Mason Complex, Stoney Ground, PO Box 193, Stoney Ground The Valley, British Anguilla

(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 shares of common stock in the capital of the Company (the “ Shares ”) to the Lender; 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.

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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 fourth (4th) 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.

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.

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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.

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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

To the Lender:

Turnstone Capital Inc.
25 Mason Complex, Stoney Ground
PO Box 193
Stoney Ground The Valley, British Anguilla
Email: <>

(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.

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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.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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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

TURNSTONE CAPITAL INC.

Per: /s/ Yenny Martinez                                   
Director

THE ALKALINE WATER COMPANY INC.

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

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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.

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)

NOTE

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

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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.

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.

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

Date January 25, 2016

A MENDMENT A GREEMENT

             THIS AMENDMENT AGREEMENT (the “Agreement” ) is made and entered into this 25th day of January, 2016 (the “Effective Date” ), by and between THE ALKALINE WATER COMPANY INC., a Nevada Corporation (the “Borrower” ) and NEIL ROGERS

(the “Lender” ).

R ECITALS :

WHEREAS:

     A.        Pursuant to a Loan Agreement dated November 30, 2015 (the “ Loan Agreement ”), the Borrower borrowed from the Lender an aggregate of $750,000.00 (the “Loan ”) as is evidenced by a Non-Negotiable Promissory Note dated November 30, 2015 (the “ Note ”);

     B.        The Borrower and the Lender wish to extend the maturity date of the Loan to March 31, 2016.

A GREEMENT :

             N OW , T HEREFORE , in consideration of the mutual covenants contained herein, it is agreed:

            1.        Section 2 of the Loan Agreement be deleted in its entirety and replaced with the following:

“2. Term . All sums due and payable under the Loan Agreement shall be paid by the Borrower to the Lender on or before March 31, 2016.”

            2.        Section 1 of the Note be deleted in its entirety and replaced with the following:

“1. Term . All outstanding principal and interest shall be due and payable on or before March 31, 2016.”

            3.        Governing Law; Jurisdiction and Venue. This Agreement 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 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.

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            4.        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.

            5.        Amendment or Waiver . This Agreement may not be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Lender and the Borrower.

            6.        Effect of Amendments. Except as amended hereby, the Parties agree that the Loan Agreement and the Note each continue to be binding, unchanged, and in full force and effect.

             I N W ITNESS W HEREOF , the parties hereto have executed this Loan Agreement as of the day and year first above written.

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