Alkaline Water Company Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






 

February 1, 2017 

PAYOFF AGREEMENT 

This Payoff Agreement
(“Agreement”) is made and entered into between Gibraltar Business Capital, LLC
(“Gibraltar”), Alkaline 88, LLC, Alkaline Water Corp, and The Alkaline Water
Company Inc. (herein collectively referred to as “Client”), and Steven P.
Nickolas (“Guarantor”). 

Gibraltar, Client, and Guarantor
hereby agree as follows: 

1.    
Payoff. Client agrees to pay Gibraltar an amount equal to the outstanding
indebtedness and obligations owing from Client to Gibraltar (the “Gibraltar
Obligations”). This Agreement will confirm that, upon receipt via wire transfer
of immediately available funds to Gibraltar in the aggregate amount of
$628,782.94 (the “Payoff Amount”), all of the Gibraltar Obligations shall be
terminated and satisfied in full as of the close of business on February 1, 2017
(“Payoff Date”). This Agreement is only good for the Payoff Date referenced
herein. 

The Payoff Amount shall be sent
by wire transfer in accordance with the following instructions: 

Gibraltar Business Capital, LLC 
Wells Fargo Bank, N.A.

ABA Routing Number: 121000248 
Account Number: 4122095029

2.     UCC
Termination Statements. Upon receipt by Gibraltar of the Payoff Amount, by
wire transfer as set forth above, and a counterpart of this Agreement executed
by Client and Guarantor, Gibraltar shall authorize Client or its agent to file
UCC Termination Statements to terminate all UCC Financing Statements in
Gibraltar’s favor with respect to the Gibraltar Obligations, and Gibraltar
agrees to sign and deliver to Client such documents and take such other actions
as Client shall reasonably request to terminate all of Gibraltar’s liens and
security interests in all assets of Client or held for the account of Client.


3.    
Tender of Collections to Client. All payments1 received by
Gibraltar on behalf of Client, after receipt of the Payoff Amount, shall be
forwarded to Client within five (5) business days after receipt of the same in
accordance with the following instructions: 

	Bank: 	   Wells Fargo Bank, N.A. 
	Address: 	   100 W. Washington St. 20th
      Floor, Phoenix, AZ 85003 
	Account Name: 	   Alkaline 88, LLC 
	ABA Routing Number: 	   122105278 
	Account Number: 	   2072500297 
	Reference: 	   Gibraltar 



	1 	
      $25.00 wire fee will be applied to all
    transactions.



 



 

4.    
Reimbursement to Gibraltar. Client shall reimburse Gibraltar for all
payments received by Gibraltar on behalf of Client if the instrument
constituting such payment is returned for nonpayment or for any other reason,
after receipt of the Payoff Amount. Client agrees, with respect to all payments
forwarded to Client pursuant to Section 3 hereof which are returned for
nonpayment or for any other reason, to repay Gibraltar the amount of any check
or other payment instrument, upon demand, if the instrument constituting such
payment is returned. 

5.    
Indemnification; Authorization of Payment. Client agrees to indemnify and
hold Gibraltar harmless for all payments and all reasonable out-of-pocket costs,
expenses, claims, and damages incurred in performance by Gibraltar of its
obligations under this Agreement. By signing this Agreement, Client acknowledges
the Payoff Amount referred to herein is due and owing to Gibraltar and confirms
its agreement to the terms and provisions of this Agreement.

6.    
General Release. Client, Guarantor, and their successors and assigns do
each hereby fully, finally, and forever release and waive any and all claims,
demands, actions, causes of action, damages, claims, debts, demands,
liabilities, obligations, costs, expenses, and other rights of any nature
whatsoever, whether known or unknown, presently existing or arising in the
future, in law or in equity, against Gibraltar, as well as the successors,
officers, predecessors, assigns, agents, employees, attorneys, and
representatives of Gibraltar, arising out of or in any way relating to the
agreements evidencing or in any manner related to the Gibraltar Obligations, the
administration of the financing provided under any and all such agreements,
and/or the actions taken by Gibraltar in any way connected with the foregoing.


7.    
Notices to Parties. All notices to the parties shall be in writing and
sent by first class United States mail, postage prepaid, or by reputable
messenger service, or by hand delivery to the following addresses: 

If to Gibraltar: 
  
Gibraltar Business Capital, LLC 
   400 Skokie Blvd, Suite 375

   Northbrook, IL 60062 
   Attention: Mark Stoeberl,
Chief Credit Officer

If to Client: 
   Alkaline
88, LLC 
   Alkaline Water Corp 
   The Alkaline Water
Company Inc. 
   7730 E Greenway Rd, Suite 203
  
Scottsdale, AZ 85260 
   Attention: Steven P. Nickolas, Manager

8.    
Severability of Invalid Provisions. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction only, be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 



 


9.    
Warranty of Signing Representative. The representative signing this
Agreement on behalf of Gibraltar and Client each represents and warrants that he
or she has been duly authorized by his or her respective board of directors,
managers and/or members, or partners to execute and deliver this Agreement and
that upon execution and delivery hereof by all parties hereto, this Agreement
will be binding and enforceable in accordance with its terms against such party
for whom such representative has signed. 

10.   
Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the successors and assigns of all parties hereto. 

11.   
Counterpart Execution. This Agreement may be executed in several
counterparts, without the requirement that all parties sign each counterpart.
Each of such counterparts shall be an original, but all counterparts together
shall constitute one and the same instrument. 

12.   
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without giving effect to
conflict of law principles. 

13.    Jury
Waiver. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR
IN TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS
AGREEMENT. 

14.   
Integrated Agreement and Subsequent Amendment. This Agreement constitutes
the entire agreement between the parties hereto concerning the subject matter
hereof and may not be altered or amended except by written agreement signed by
Gibraltar, Client and Guarantor. All other prior and contemporaneous agreements,
arrangements, and understandings between the parties hereto as to the subject
matter hereof are rescinded. 

[SIGNATURE PAGE FOLLOWS] 
 



 

IN WITNESS WHEREOF, the Client,
Gibraltar and Guarantor have executed this Payoff Agreement as of the date first
above written. 

Client: 

	GIBRALTAR BUSINESS CAPITAL, LLC 	ALKALINE WATER CORP




	By: 	/s/
      Mark J. Stoeberl 	 	By: 	/s/
      Richard A. Wright 
	  	       Mark J. Stoeberl 	 	  	       Richard A. Wright
  
	Its: 	       Chief Credit Officer
    	 	Its: 	       President
  


THE ALKALINE WATER COMPANY INC.


	 	By: 	/s/
      Richard A. Wright 
	 	  	       Richard A. Wright
  
	 	Its: 	       Vice President and
      Secretary 


ALKALINE 88, LLC 

	 	By: 	The Alkaline Water Company Inc. 
	 	Its: 	Manager 



	 	By: 	/s/
      Richard A. Wright 
	 	  	         Richard A.
      Wright 
		Its: 	         Vice
      President and Secretary 


Guarantor: 

	 	
       

	 	
      STEVEN P. NICKOLAS