FINANCING
    AGREEMENT


 


FOR
VALUE RECEIVED, Alkame Holdings, Inc, ("ALKM"), a Nevada corporation (the "Borrower") with at least [69,000,000]
common shares issued and outstanding, promises to pay to Macallan Partners, LLC or its Assignees (the "Lender") the
Principal Sum along with the Interest and any other fees according to the terms herein. This Agreement will become effective only
upon execution by both parties and delivery of the first payment of consideration by the Lender (the "Effective Date").


 


The
Principal Sum is $45,000 plus accrued and unpaid interest and any other fees. The loan amount will be evidenced by a Convertible
Debenture issued by the Borrower to the Lender, including all material terms of this Agreement. The Convertible Debenture shall
bear interest at a rate of twelve percent (12%) per annum. All installments shall be payable under a full recourse Convertible
Debenture(s) for $45,000 (the "Investor Note"), subject to certain prepayment requirements, set forth below.
The installment amount shall be paid by Lender, as follows: $45,000 in cash, after the lender has received proof from the
borrower and its transfer agent of common shares being irrevocably placed in a reserve account for benefit of the lender.


 


The
prepayment of any amount of the Principal Sum shall be subject to a prepayment penalty. Upon prepayment, the Company shall be
required to pay the principal amount outstanding, plus all accrued and unpaid interest plus all expenses and fees plus a prepayment
penalty as further outlined herein.


 


The
Maturity Date is February 15, 2015 unless earlier converted pursuant to the Conversion section below.


 


At
no time will the Lender convert any amount of the Debenture into common stock that would result in the Lender owning more than
4.99% of the common stock outstanding.


 


Furthermore:


 


		1.	Prepayment
                                         Penalty. Prepayment of any amount of the Principal Sum shall be subject to a prepayment
                                         premium. Upon prepayment, the Borrower shall be required to pay the principal amount
                                         outstanding, plus all accrued and unpaid interest plus all expenses and fees plus a prepayment
                                         penalty premium. Upon the Prepayment Date the Company shall pay a prepayment penalty
                                         based upon the following schedule: If prepayment is made within 60 days from the date
                                         of this debenture then 125% of the outstanding principal balance plus all accrued and
                                         unpaid interest thereon, if prepayment is made between 61-120 days from the date of this
                                         debenture then 135% of the outstanding principal balance plus all accrued and unpaid
                                         interest thereon, if prepayment is made between 121-180 days from the date of this debenture
                                         then 150% of the outstanding principal balance plus all accrued and unpaid interest thereon,
                                         (the "Prepayment"). No prepayment shall be permitted after 180 days from the
                                         date of this debenture.



 


		2.	Conversion(s).
                                         The Lender has the right, at any time after the Effective Date, at its election,
                                         to convert all or part of the outstanding and unpaid Principal Sum and accrued interest
                                         (and any other fees) under any convertible balance due by the Borrower, into fully paid
                                         and nonassessable shares of common stock of the Borrower as per this conversion formula:
                                         Number of shares receivable upon conversion equals the dollar conversion amount divided
                                         by the Conversion Price. The Conversion price is equal to 50% of the lowest traded price
                                         during the 20 days prior to the election to convert. Notice of Lender's conversion may
                                         be delivered to Borrower by method of Lender's choice (including but not limited to email,
                                         facsimile, mail, overnight
courier, or persona! delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection
is delivered from Borrower to Lender regarding calculations in the conversion notice within 24 hours of delivery of the conversion
notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such conversion
notice and waived any objection thereto. The Borrower shall deliver the shares from any conversion to Lender (in any name directed
by Lender) within two (2) business days of conversion notice delivery.






In
the event that the outstanding shares of the common stock subject to the conversion are changed into or exchanged for a different
number or kind of shares of the Borrower or other securities of the Borrower by reason of merger, consolidation, re-capitalization,
re-classification, stock split, stock dividend or combination of shares, the Borrower shall make an appropriate and equitable
adjustment in the number and kind of shares as to which the conversion shall be applicable, to the end that after such event the
Lender's proportionate interest is preserved after the occurrence of such event.


 


		3.	Convertible
                                         Debenture. The borrowings under this Agreement shall be evidenced by a Convertible
                                         Debenture, in the form attached as Exhibit A, hereto.



 


		4.	Conversion
                                         Delays. If Borrower fails to deliver shares in accordance with the timeframe stated
                                         in Section 2; the Lender, at any time prior to selling all of those shares, may rescind
                                         any portion, in whole or in part, of that particular conversion attributable to the unsold
                                         shares and have the rescinded conversion amount returned to the Principal Sum with the
                                         rescinded conversion shares returned to the Borrower (under Lender's and Borrower's expectations
                                         that any returned conversion amounts will tack back to the original date of the Debenture).
                                         In addition, for each conversion, in the event that shares are not delivered by the fourth
                                         business day (inclusive of the day of conversion), a penalty of $2,000 per day will be
                                         assessed for each day after the third business day (inclusive of the day of the conversion)
                                         until share delivery is made; and such penalty will be added to the Principal Sum of
                                         the Debenture (under Lender's and Borrower's expectations that any penalty amounts will
                                         tack back to the original date of the Debenture).



 






    	1



    	 



    

  





		5.	Notification
                                         about balance of Authorized Shares. During the course of this Agreement, the
                                         Borrower will notify the Lender if the balance of the authorized shares falls below 1100.000.00(1
                                         j. And if so, the Lender has the right to suspend its impending installments until more
                                         shares are authorized to accommodate further conversions.



 


		6.	Terms
                                         of Future Financings. So long as the Debenture is outstanding, upon any issuance
                                         by the Borrower or any of its subsidiaries of any security with any term more favorable
                                         to the holder of such security or with a term in favor of the holder of such security
                                         that was not similarly provided to the Lender in the Debenture, then the Borrower shall
                                         notify the Lender of such additional or more favorable term and such term, at Lender's
                                         option, shall become a part of the transaction documents with the Lender. The types of
                                         terms contained in another security that may be more favorable to the holder of such
                                         security include, but are not limited to, terms addressing conversion discounts.




 


During
the course of this agreement, the Borrower must notify the lender if any of these conditions occur:


 


(I)           If conversion shares are not deliverable by DWAC.


		(II)	If
                                         the shares are ineligible for deposit into the DTC system and only eligible for Xclearing
                                         deposit.



 


		7.	Default.
                                         The following are events of default under the Debenture and this Agreement: (i) the
                                         Borrower shall fail to pay any principal under the Debenture when due and payable (or
                                         payable by conversion) thereunder; or (ii) the Borrower shall fail to pay any interest
                                         or any other amount under the Debenture when due and payable (or payable by conversion)
                                         thereunder; or (iii) a receiver, trustee or other similar official shall be appointed
                                         over the Borrower or a material part of its assets and such appointment shall remain
                                         uncontested for twenty (20) days or shall not be dismissed or discharged within sixty
                                         (60) days; or (iv) the Borrower shall become insolvent or generally fails to pay, or
                                         admits in writing its inability to pay, its debts as they become due, subject to applicable
                                         grace periods, if any; or (v) the Borrower shall make a general assignment for the benefit
                                         of creditors; or (vi) the Borrower shall file a petition for relief under any bankruptcy,
                                         insolvency or similar law (domestic or foreign); or (vii) an involuntary insolvency proceeding
                                         shall be commenced or filed against the Borrower; or (viii) the Borrower shall lose its
                                         status as "DTC Eligible" or the borrower's shareholders shall lose the ability
                                         to deposit (either electronically or by physical certificates, or otherwise) shares into
                                         the DTC System; or the shares of the Borrower no longer allow for DWAC transfer for the
                                         shares; or (ix) the Borrower shall become delinquent in its filing requirements as a
                                         fully-reporting issuer registered with the SEC; or (x) the borrower shall fail
                                         to maintain sufficient common shares authorized and available to satisfy the lender's
                                         conversions for as long as this debenture remains unpaid in whole or in part.



 


		8.	Remedies.
                                         In the event of any default, the outstanding principal amount of the Debenture, plus
                                         accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect
                                         thereof shall be accelerated and shall become, at the Lender's election, immediately
                                         due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount
                                         means the greater of (i) the outstanding principal amount of the Debenture, plus all
                                         accrued and unpaid interest, liquidated damages, fees and other amounts hereon, divided
                                         by the Conversion Price on the date the Mandatory Default Amount is either demanded or
                                         paid in full, whichever has a lower Conversion Price, multiplied by the VWAP (volume
                                         weighted average price) on the date the Mandatory Default Amount is either demanded or
                                         paid in full, whichever has a higher VWAP, or (ii) 150% of the outstanding principal
                                         amount of the Debenture, plus 100% of the accrued and unpaid interest, liquidated damages,
                                         fees and other amounts hereon. Commencing five (5) days after the occurrence of any event
                                         of default that results in the acceleration of the Debenture, a default interest rate
                                         shall be applicable to all borrowings. The default interest rate shall accrue at an interest
                                         rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable
                                         law. In connection with such acceleration described herein, the Lender need not provide,
                                         and the Borrower hereby waives, any presentment, demand, protest or other notice of any
                                         kind, and the Lender may immediately and without expiration of any grace period enforce
                                         any and all of its rights and remedies hereunder and all other remedies available to
                                         it under applicable law. Such acceleration may be rescinded and annulled by Lender at
                                         any time prior to payment hereunder and the Lender shall have all rights as a holder
                                         of the note until such time, if any, as the Lender receives full payment pursuant to
                                         this Section 10. No such rescission or annulment shall affect any subsequent event of
                                         default or impair any right consequent thereon. Nothing herein shall limit Lender's right
                                         to pursue any other remedies available to it at law or in equity including, without limitation,
                                         a decree of specific performance and/or injunctive relief with respect to the Borrower's
                                         failure to timely deliver certificates representing shares of Common Stock upon conversion
                                         of the Debenture as required pursuant to the terms hereof.






 


		9.	No
                                         Short Selling. Lender must agree that as long as the Debenture from Borrower to Lender
                                         remains outstanding, Lender will not short sell the Common Stock or hedge the transaction
                                         which establishes a net short position with respect to the Common Stock of Borrower.
                                         Borrower agrees that upon delivery of a conversion notice by Lender, Lender will own
                                         the shares of Common Stock described in the conversion notice and any sale of those shares
                                         issuable under such conversion notice would not be considered a short sale.



 


		10.	Assignability.
                                         The Borrower may not assign the Debenture. The Debenture is binding upon the Borrower
                                         and its successors and will inure to the benefit of the Lender and its successors and
                                         assigns and may be assigned by the Lender to anyone of its choosing without Borrower's
                                         approval.



  


		11.	Governing
                                         Law. This Agreement will be governed by, and construed and enforced in accordance
                                         with, the laws of the State of Delaware, without regard to the conflict of laws principles
                                         thereof. Any action brought by either party against the other concerning the transactions
                                         contemplated by this Agreement shall be brought only in the state courts of New York
                                         or in the federal courts for located in New York. Both parties and the individuals signing
                                         this Agreement agree to submit to the jurisdiction of such courts.



 


		12.	Delivery
                                         of Process by Lender to Borrower. In the event of any action or proceeding
                                         by Lender against Borrower, and only by Lender against Borrower, service of copies of
                                         summons and/or complaint and/or any other process which may be served in any such action
                                         or proceeding may be made by Lender via U.S. Mail, overnight delivery service such as
                                         FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a
                                         copy of such process to the Borrower at its last known attorney as set forth in its most
                                         recent SEC filing.






 


		13.	Attorney
                                         Fees. In the event any attorney is employed by either party to the Debenture with
                                         regard to any legal or equitable action, arbitration or other proceeding brought by such
                                         party for the enforcement of the Debenture or because of an alleged dispute, breach,
                                         default or misrepresentation in connection with any of the provisions of the Debenture,
                                         the prevailing party in such proceeding will be entitled to recover from the other party
                                         reasonable attorneys' fees and other costs and expenses incurred, in addition to any
                                         other relief to which the prevailing party may be entitled. In connection with the issuance
                                         of the Convertible Debenture, the Borrower shall pay attorney fees incurred by the Lender
                                         of $5,000. Borrower shall also be responsible for payment of banking fees as agreed with
                                         the investment banker.



 



    	2



    	 



    




		14.	Permitted
                                         Borrowings. Borrower shall have the right to enter into secured or unsecured borrowings
                                         from commercial banks and comparable commercial credit institutions for the purpose of
                                         financing inventory and fixed assets, upon approval of the Board of Directors of the
                                         Borrower ("Permitted Borrowings"). Permitted Borrowings shall not require the
                                         prior approval of the Lender. All other borrowings by the Borrower shall be subject to
                                         the prior written approval of the Lender.




 


		15.	Opinion
                                         of Counsel. In the event that an opinion of counsel is needed for any matter related
                                         to the Debenture, Lender has the right to have any such opinion provided by its counsel.
                                         Lender also has the right to have any such opinion provided by Borrower's counsel.



 


		16.	Notices.
                                         Any notice required or permitted hereunder (including Conversion Notices) must be
                                         in writing and either personally served, sent by facsimile or email transmission, or
                                         sent by overnight courier. Notices will be deemed effectively delivered at the time of
                                         transmission if by facsimile or email, and if by overnight courier the business day after
                                         such notice is deposited with the courier service for delivery.



 


 


	The
                                         Borrower

         

        /s/
        Robert Eakle

        Robert
        Eakle

        CEO
	The
                                         Lender

         

         

         

        /s/
        Authorized Signatory



 




    	 



    	 



    

 


Attachment A 


CONVERTIBLE DEBENTURE 


[see attached]



 



    	3