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






WARRANT AMENDMENT AGREEMENT 

            This
Warrant Amendment Agreement (the “Agreement”), dated as of August ___,
2014, is by and among The Alkaline Water Company Inc., a Nevada corporation (the
“Company”) and the undersigned holder of common stock purchase warrants
(“Existing Warrants”) of the Company (the “Holder”). 

            
WHEREAS, the Holder currently holds the Existing Warrants as set forth on the
Holder’s signature page attached hereto; and 

           
WHEREAS, the parties wish to amend certain terms of the Existing Warrants in
consideration for the immediate exercise of the Existing Warrants by the Holder
and, pursuant to Section 4(a)(2) of the Securities Act, the issuance of new
common stock purchase warrants of the Company (“New Warrants”) to the
Holder. 

            NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Holders and the Company agree as follows: 

ARTICLE I 
DEFINITIONS 


            Section
1.1        Definitions. Capitalized
terms not defined in this Agreement shall have the meanings ascribed to such
terms in the Existing Warrants. 

ARTICLE II 
EXERCISE OF WARRANTS,

AMENDMENTS AND OTHER AGREEMENTS 


            Section
2.1        Exercise of Existing
Warrants. Holder hereby agrees to exercise all of such Holder’s Existing
Warrants (except to the extent indicated on the signature page hereto) at an
exercise price of $0.10 per share, otherwise pursuant to the terms of the
Existing Warrants. At the Closing (as defined below), the Holder shall deliver
the aggregate cash exercise price for such Existing Warrants to the bank account
designated in writing by the Company. This Agreement shall act as a duly
executed Notice of Exercise and no additional notice shall be required by the
Holder for the exercise of the Existing Warrants. At the Closing, the Company
shall deliver to the Holder the shares underlying the Existing Warrants (the
“Existing Warrant Shares”) via DRS as set forth on the Holder’s signature page
hereto. Such Existing Warrant Shares shall be subject to an effective
registration statement registering the sale or resale, as the case may be, of
such Existing Warrant Shares. 

            Section
2.2        Issuance of New Warrants.
The Holder shall be issued New Warrants (hereinafter also referred to as
“Warrants”) in the form of the Existing Warrants to purchase up to a
number of shares of Common Stock equal to the number of Existing Warrants
exercised by the Holder hereunder provided that the exercise price
thereunder shall be $0.125 , subject to adjustment therein. The shares of Common
Stock underlying such Warrants shall be referred to herein as the “New Warrant Shares”. The date of the closing of the exercise of the Existing
Warrants and other transactions contemplated hereunder shall be referred to as
the “Closing”. The Company and the Holder hereby agree that the term
“Warrants” and “Warrant Shares” as defined under that certain Securities
Purchase Agreement, dated November 4, 2013 shall hereafter be deemed to include
the New Warrants and New Warrant Shares issued hereunder and the Company shall
have the same obligations to the Holder, and the Holder the same rights, with
respect to the New Warrants and New Warrant Shares as a holder of the Warrants
and Warrant Shares under such Securities Purchase Agreement (whether or not the
Holder was originally a party to such agreement). Notwithstanding anything in
this Agreement to the contrary, the Company shall not be required to file a
registration statement registering the New Warrants or New Warrant Shares for
sale or resale under the Securities Act. The New Warrants and underlying New
Warrant Shares may only be disposed of in compliance with state and federal
securities laws. 

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            Section
2.3        Filing of Form 8-K and
Prospectus Supplement. Within 1 Trading Day of the date hereof, the Company
shall issue a Current Report on Form 8-K (and any prospectus supplement relating
to the Existing Warrants if required by law), reasonably acceptable to each
Holder.

            Section
2.4        Conditions to Holder’s
Obligations. The obligations of the Holder hereunder in connection with the
Closing are subject to the following conditions being met: 

            (a)       
the accuracy in all material respects on the date of the Closing of the
representations and warranties of the Company contained herein; 

            (b)       
a registration statement registering the all of the Existing Warrant Shares for
sale or resale, as the case may be, shall be effective as of the Closing Date
and the Company shall have filed a prospectus supplement to such registration
statement permitting the sale or resale, as the case may be, of the Existing
Warrant Shares; 

            (c)       
all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing shall have been performed; 

            (d)       
the delivery of a Secretary’s Certificate, attaching the Board of Directors
resolutions approving the transactions contemplated hereby; 

            (e)       
there shall have been no Material Adverse Effect with respect to the Company
since the date hereof; and 

            (f)       
from the date hereof to the Closing, trading in the Common Stock shall not have
been suspended by the Commission (except for any suspension of trading of
limited duration agreed to by the Company, which suspension shall be terminated
prior to the Closing), and, at any time prior to the Closing, trading in
securities generally as reported by Bloomberg Financial Markets shall not have
been suspended or limited, or minimum prices shall not have been established
on securities whose trades are reported by such service, or on any Trading
Market, nor shall a banking moratorium have been declared either by the United
States or New York State authorities nor shall there have occurred any material
outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in,
any financial market which, in each case, in the reasonable judgment of each
Holder, makes it impracticable or inadvisable to consummate the transactions
hereunder. 

2




ARTICLE III 
REPRESENTATIONS AND WARRANTIES



            Section
3.1        Representations and Warranties
of the Company. The Company hereby make the representations and warranties
set forth below to the Holder that as of the date of its execution of this
Agreement: 

            (a)       
Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
this Agreement and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of such Company and no further
action is required by such Company, its board of directors or its stockholders
in connection therewith. This Agreement has been duly executed by the Company
and, when delivered in accordance with the terms hereof will constitute the
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


            (b)       
No Conflicts. The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s certificate or articles of incorporation, bylaws or
other organizational or charter documents, or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a
default) under, result in the creation of any lien upon any of the properties or
assets of the Company, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any material agreement, credit facility, debt or other material instrument
(evidencing Company debt or otherwise) or other material understanding to which
the Company is a party or by which any property or asset of the Company is bound
or affected, or (iii) conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected. 

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            (c)       
Organization; Capitalization. The Company is a duly organized and validly
existing corporation in good standing under the laws of the State of Nevada. The
Warrants and Warrant Shares, when issued in accordance with the terms of this
Agreement and the Warrants, will be duly authorized, validly issued, fully paid
and nonassessable.

            (d)       
Issuance of the New Warrants; Registration of Existing Warrant Shares.
The New Warrants are duly authorized and, when issued and paid for in accordance
with this Agreement, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens imposed by the Company. The New
Warrant Shares underlying the New Warrants, when issued in accordance with the
terms of the Warrants, will be validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company. The Company has reserved
from its duly authorized capital stock the maximum number of shares of Common
Stock issuable pursuant to this Agreement and the Existing Warrants. The Company
has prepared and filed a registration statement(s) in conformity with the
requirements of the Securities Act, which are currently effective and available
for use by the Company for the sale, or by the Holder for resale, as the case
may be, of the Existing Warrant Shares. No stop order preventing or suspending
the effectiveness of such registration statement or suspending or preventing the
use of the prospectuses thereunder has been issued by the Commission and no
proceedings for that purpose have been instituted or, to the knowledge of the
Company, are threatened by the Commission. At the time such registration
statements and any amendments thereto became effective, at the date of this
Agreement and at the Closing Date, such registration statement and any
amendments thereto conformed and will conform in all material respects to the
requirements of the Securities Act and did not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and
the prospectus and any amendments or supplements thereto, at time such
prospectus or any amendment or supplement thereto was issued and at the Closing
Date, conformed and will conform in all material respects to the requirements of
the Securities Act and did not and will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. 

            Section
3.2        Representations and Warranties
of the Holder. The Holder hereby makes the representations and warranties
set forth below to the Company that as of the date of its execution of this
Agreement: 

            (a)       
Due Authorization. The Holder represents and warrants that (i) the
execution and delivery of this Agreement by it and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
action on its behalf and (ii) this Agreement has been duly executed and
delivered by the Holder and constitutes the valid and binding
obligation of the Holder, enforceable against it in accordance with its terms.

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            (b)       
No Conflicts. The execution, delivery and performance of this Agreement
by the Holder and the consummation by the Holder of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Holder’s organizational or charter documents, or (ii) conflict
with or result in a violation of any agreement, law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority which would interfere with the ability of the Holder to perform its
obligations under this Agreement. 

            (c)       
Own Account. Such Purchaser understands that the New Warrants and the New
Warrant Shares, when issued, will be “restricted securities” and have not been
registered under the Securities Act or any applicable state securities law and
is acquiring the New Warrants and New Warrant Shares as principal for its own
account and not with a view to or for distributing or reselling such New
Warrants and New Warrant Shares or any part thereof in violation of the
Securities Act or any applicable state securities law, has no present intention
of distributing any of such New Warrants and New Warrant Shares in violation of
the Securities Act or any applicable state securities law and has no direct or
indirect arrangement or understandings with any other persons to distribute or
regarding the distribution of such New Warrants or New Warrant Shares in
violation of the Securities Act or any applicable state securities law (this
representation and warranty not limiting such Purchaser’s right to sell the New
Warrants and New Warrant Shares pursuant to a registration statement or
otherwise in compliance with applicable federal and state securities laws). Such
Purchaser is acquiring the New Warrants and New Warrant Shares hereunder in the
ordinary course of its business. 

            (d)       
Purchaser Status. At the time such Purchaser was offered the New
Warrants, it was, and as of the date hereof it is, and on each date on which it
exercises any New Warrants, it will be an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. 

            (e)       
General Solicitation. Such Purchaser is not entering into this Agreement
as a result of any advertisement, article, notice or other communication
regarding the transactions contemplated hereunder published in any newspaper,
magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement. 

ARTICLE IV 
MISCELLANEOUS 


            Section
4.1        Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be made in accordance with the provisions of the
Purchase Agreement. 

5




            Section
4.2        Survival. All warranties
and representations (as of the date such warranties and representations were
made) made herein or in any certificate or other instrument delivered by it or
on its behalf under this Agreement shall be considered to have been relied upon
by the parties hereto and shall survive the exercise of the Existing Warrants
and the issuance of the New Warrants. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties; provided however that no party may assign this Agreement or the
obligations and rights of such party hereunder without the prior written consent
of the other parties hereto. 

            Section
4.3        Execution. This Agreement
may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof. 

            Section
4.4        Severability. If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement. 

            Section
4.5        Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be determined pursuant to the Governing Law provision of
the Warrant. 

            Section
4.6        Entire Agreement. The
Agreement, together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules. 

            Section
4.7        Construction. The headings
herein are for convenience only, do not constitute a part of this Agreement and
shall not be deemed to limit or affect any of the provisions hereof. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will
be applied against any party. 

            Section
4.8        Termination. This Agreement
may be terminated by any Holder, as to such Holder’s obligations hereunder, by
written notice to the other parties, if the Closing has not been consummated on
or before August 22, 2014. 

6




            Section
4.10      Fees and Expenses. Except as expressly
set forth herein, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection
with the delivery of any Warrants or Warrant Shares. 

*********************** 

7




            IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above. 

THE ALKALINE WATER COMPANY
INC.

 

By:
__________________________________________
      
Name: 
       Title: 


8




[HOLDER SIGNATURE PAGES TO WTER 
WARRANT AMENDMENT AGREEMENT]



      
     IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above. 

 

Name of Holder:
__________________________________________________________________________________________________
Signature
of Authorized Signatory of Holder:
___________________________________________________________________________
Name
of Authorized Signatory:
______________________________________________________________________________________
Title
of Authorized Signatory:
_______________________________________________________________________________________
Email
Address of Holder:
___________________________________________________________________________________________


Registration Name and Address for Existing Warrant Shares and
New Warrants: 



______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________

Tax ID#: ______________


Address for Delivery of New Warrants for Holder (if not same as
above): 

 

 

Number of Existing Warrants: ______________
[Excluded
Existing Warrants:________________] 


Aggregate Exercise Price (@ $0.10): $______________


New Warrants (100% of Existing Warrants):
_________________


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