The Alkaline Water Company Inc. - Exhibit 10.1 - Filed by newsfilecorp.com





THE ALKALINE WATER COMPANY INC.

(the “Issuer”) 


PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(UNITS) 


INSTRUCTIONS TO SUBSCRIBER 

	1. 	
      You must complete all the information in the boxes on
      page 2 and sign where indicated with an “X”.

	 	 
	2. 	
      You must complete and sign Exhibit A “Canadian Investor
      Questionnaire” that starts on page 14. The purpose of this form is to
      determine whether you meet the standards for participation in a private
      placement under applicable Canadian securities laws. In order for the
      Issuer to satisfy its obligations under applicable Canadian securities
      laws, you may be required to provide additional evidence to verify the
      information you have provided in Exhibit A.

	 	 
	3. 	
      If you are a “U.S. Purchaser”, as defined in Exhibit B,
      you must complete and sign BOTH Exhibit A “Canadian Investor
      Questionnaire” that starts on page 14 AND Exhibit B “United States
      Accredited Investor Questionnaire” that starts on page 28.

	 	 
	4. 	
      Unless you are subscribing through a person registered as
      a registered firm, registered individual or an exempt market dealer (each
      as defined in National Instrument 31-103 – Registration Requirements
      and Exemptions), or you are subscribing directly from the Issuer
      without the involvement of a finder, you must complete and sign Exhibit C
      “Risk Acknowledgement Form”, that starts on page 33.

	 	 
	5. 	
      If you are not an individual (that is, the subscriber is
      a corporation, partnership, trust or entity) or you are a portfolio
      manager, then complete and sign Exhibit D “Corporate Placee Registration
      Form” (Form 4C) that starts on page 34. If you have previously submitted
      this form to the TSX Venture Exchange, and there have been no changes to
      its content, then please check the box to that effect on page 2.

	 	 
	6. 	
      All subscription funds must be in U.S. Dollars. If you
      are paying for your subscription with funds drawn from a Canadian bank,
      you may pay by certified cheque or bank draft drawn on a Canadian
      chartered bank or by wire transfer to Clark Wilson LLP, legal counsel for
      the Issuer, pursuant to the wiring instructions set out in Exhibit F that
      is on page 38.

	 	 
	7. 	
      All subscription funds must be in U.S. Dollars. If you
      are paying for your subscription with funds drawn on any source other than
      a Canadian chartered bank, you may only pay by wire transfer to Clark
      Wilson LLP pursuant to the wiring instructions set out in Exhibit F that
      is on page 38.







THE ALKALINE WATER COMPANY INC. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

The undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from The Alkaline Water Company Inc. (the
“Issuer”) that number of units of the Issuer (each, a “Unit”) set
out below at a price of $0.75 per Unit. Each Unit is comprised of one common
share in the capital of the Issuer (each, a “Share”) and one-half of one
common share purchase warrant (each whole warrant, a “Warrant”). Each
Warrant will entitle the holder thereof to acquire one Share (each, a
“Warrant Share”) at a price of $0.90 per Warrant Share until 5:00 p.m.
(Vancouver time) on the date of expiration of the Warrant, which is two (2)
years following the Closing Date. The Subscriber agrees to be bound by the terms
and conditions set forth in the attached “Terms and Conditions of Subscription
for Units”. 

	Subscriber Information 	 	Units to be Purchased 
	 	 	 
	 	 	 
	(Name of Subscriber) 	 	(Number of Units) 
	 	 	 
	Account Reference (if applicable):
      ________________________________	 	 
	 	 	Total Subscription
      Price:_______________________________________ 
	X 	 	                                    
      (the “Subscription Amount”, plus wire fees if 
	(Signature of Subscriber – if the Subscriber is an Individual)
    	 	                                    
      applicable) 
	 	 	 
	 	 	 
	X 	 	 
	(Signature of Authorized Signatory – if the Subscriber is not
      an 	 	Please complete if purchasing as agent or
      trustee for a principal 
	Individual) 	 	(beneficial purchaser) (a “Disclosed Principal”)
      and not purchasing as 
	 	 	trustee or agent for accounts fully managed by
      it. 
	 	 	 
	(Name and Title of Authorized Signatory – if the Subscriber is
      not 	 	 
	an Individual) 	 	(Name of Disclosed Principal) 
	 	 	 
	  	 	(Address of Disclosed Principal) 
	(Subscriber’s
      Address, including postal or zip code)  	 	 
	 	 	(Account Reference, if applicable) 
	 	 	 
	(Telephone
      Number)                                               
      (Email Address) 	 	 
	 	 	 
	Register the Shares and Warrants as set forth below: 	 	Deliver the Shares and Warrants as set forth
      below: 
	 	 	 
	 	 	 
	(Name to Appear on Share and Warrant Certificate) 	 	(Attention - Name) 
	 	 	 
	 	 	 
	(Account Reference, if applicable) 	 	(Account Reference, if applicable) 
	 	 	 
	 	 	
	(Address, including postal or zip code) 	 	(Street Address, including postal or zip code –
      no PO Boxes permitted)  
	 	 	 
	 	 	(Telephone Number) 
	 	 	 
	Number and kind of securities of the Issuer held,
      directly or indirectly, or over which control or direction is
      exercised by, the Subscriber, if any (i.e., shares, warrants,
      options): 		1. State whether the Subscriber is an
      Insider of the Issuer: 
	              
      Yes   [  
      ]                 
      No    [   ]
	 	 	2. State whether the Subscriber is a
      member of the Pro Group: 
	 	 	              
      Yes   [  
      ]                 
      No    [   ]
	 	 	3. State whether the Subscriber has a
      current Form 4C on file with the 
	 	 	TSX Venture Exchange (if not an individual):
    
	 	 	              
      Yes   [  
      ]                 
      No    [   ]
	 	 	4. State whether the Subscriber is a
      registrant: 
	 	 	              
      Yes   [  
      ]                 
      No    [   ]


Page 2 




ACCEPTANCE 

The Issuer hereby accepts the Subscription (as defined herein)
on the terms and conditions contained in this private placement subscription
agreement (this “Agreement”) as of the _____day of __________________,
2018 (the “Closing Date”). 

THE ALKALINE WATER COMPANY INC. 

 

	Per:         
      ____________________________________________________
	                 Authorized
      Signatory 



	Address: 	14646 N. Kierland Blvd., Suite
      255 
	  	Scottsdale, AZ 85254 
	Attention: 	Richard A. Wright 
	Fax: 	480.656.2423 
	Email: 	ricky@wtfcpa.com 


Page 3 




TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

1.           
     Subscription 

1.1              
On the basis of the representations and warranties, and subject to the terms and
conditions, set forth in this Agreement, the Subscriber hereby irrevocably
subscribes for and agrees to purchase such number of Units as is set forth on
page 2 of this Agreement at a price of $0.75 per Unit for the Subscription
Amount shown on page 2 of this Agreement, which is tendered herewith (such
subscription and agreement to purchase being the “Subscription”), and the
Issuer agrees to sell the Units to the Subscriber, effective upon the Issuer’s
acceptance of this Agreement. 

1.2              
Each Unit will consist of one Share and one half of one Warrant. The Warrants
will be transferable. Each Warrant will entitle the holder thereof to purchase
one Warrant Share, as presently constituted, for a period of two (2) years
commencing from the Closing Date at an exercise price of $0.90 per Warrant Share
until the date of expiration of the Warrant. The Units, the Shares, the Warrants
and the Warrant Shares are referred to herein as the “Securities”. 

1.3              
The Subscriber acknowledges that the Units have been offered to the Subscriber
as part of an offering by the Issuer of additional Units to other subscribers
(the “Offering”). 

1.4              
All dollar amounts referred to in this Agreement are in lawful money of the
United States of America, unless otherwise indicated. 

2.               
 Payment 

2.1              
The Subscription Amount must accompany this Subscription and will be paid: (a)
if the Subscriber is drawing funds from a Canadian bank to pay for this
Subscription, by a certified cheque or bank draft drawn on a Canadian chartered
bank or by wire transfer to Clark Wilson LLP, the Issuer’s Counsel (the
“Issuer’s Counsel”) pursuant to wiring instructions provided in Exhibit F
at page 38; or (b) if the Subscriber is drawing funds from any source other than
a Canadian chartered bank to pay for this Subscription, then only by wire
transfer to the Issuer or Clark Wilson LLP (the “Issuer’s Counsel”)
pursuant to wiring instructions provided in Exhibit F at page 38. The Subscriber
irrevocably authorizes the Issuer’s Counsel to immediately deliver the
Subscription Amount to the Issuer upon receipt of the Subscription Amount from
the Subscriber, notwithstanding that such delivery may be made by the Issuer’s
Counsel to the Issuer prior to the closing of the Offering (the
“Closing”). The Subscriber authorizes the Issuer to treat the
Subscription Amount as an interest free loan until the Closing. 

2.2              
The Subscriber acknowledges and agrees that this Agreement, the Subscription
Amount and any other documents or monies delivered in connection herewith will
be held by or on behalf of the Issuer. In the event that this Agreement is not
accepted by the Issuer for whatever reason, which the Issuer expressly reserves
the right to do, the Issuer will return the Subscription Amount (without
interest thereon and less any wire charges) and any other documents delivered in
connection herewith to the Subscriber at the address of the Subscriber as set
forth on page 2 of this Agreement, or as otherwise directed by the Subscriber.


3.               
 Documents Required from Subscriber 

3.1              
The Subscriber must complete, sign and return to the Issuer the following
documents: 

	 	(a) 	
      this Agreement;



Page 4 





	 	(b) 	
      if the Subscriber is resident of Canada, the Canadian
      Investor Questionnaire (the “Canadian Questionnaire”) attached as
      Exhibit A that starts on page 14, along with any additional evidence that
      may be requested by the Issuer to verify the information provided in the
      Canadian Questionnaire;

	 	 	 
	 	(c) 	
      if the Subscriber is a U.S. Purchaser (as defined in
      Exhibit B), the United States Accredited Investor Questionnaire (the
      “U.S. Questionnaire” and, together with the Canadian Questionnaire,
      the “Questionnaires”) attached as Exhibit B that starts on page 28
      along with any additional evidence that may be requested by the Issuer to
      verify the information provided in the U.S. Questionnaire;

	 	 	 
	 	(d) 	
      the Selling Stockholder Questionnaire attached as Exhibit
      F that starts on page 41;

	 	 	 
	 	(e) 	
      unless the Subscriber is subscribing through a person
      registered as a broker or an exempt market dealer (as defined in National
      Instrument 31-103 – Registration Requirements and Exemptions), or
      unless the Subscriber is acquiring the Securities directly from the Issuer
      without involvement of a finder, the “Risk Acknowledgement Form” attached
      as Exhibit C that is on page 33;

	 	 	 
	 	(f) 	
      if the Subscriber is not an individual or is a portfolio
      manager and does not have a current Corporate Placee Registration Form on
      file with the TSX Venture Exchange (the “Exchange”), the Corporate
      Placee Registration Form attached as Exhibit D that starts on page 34,
      unless the Subscriber has previously submitted this form to the Exchange,
      there have been no changes to its content, and the Subscriber has checked
      the box to that effect on page 2 of this Agreement; and

	 	 	 
	 	(g) 	
      such other supporting documentation that the Issuer or
      the Issuer’s Counsel may request to establish the Subscriber’s
      qualification as a qualified investor,



and the Subscriber acknowledges and agrees that the Issuer will
not consider the Subscription for acceptance unless the Subscriber has provided
all of such documents to the Issuer. 

3.2              
As soon as practicable upon any request by the Issuer, the Subscriber will
complete, sign and return to the Issuer any additional documents,
questionnaires, notices and undertakings as may be required by any regulatory
authorities or applicable laws. 

3.3              
The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel
has acted as counsel only to the Issuer and is not protecting the rights and
interests of the Subscriber. The Subscriber acknowledges and agrees that the
Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to
seek, and are hereby recommending that the Subscriber obtain, independent legal
advice with respect to the subject matter of this Agreement and, further, the
Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel
that the Subscriber has sought independent legal advice or waives such
advice.

4.               
 Conditions and Closing 

4.1              
The Closing Date will occur on such date as may be determined by the Issuer in
its sole discretion. The Issuer may, at its discretion, elect to close the
Offering in one or more closings. 

4.2              
The Closing is conditional upon and subject to: 

Page 5 





	 	(a) 	
      the Issuer having obtained all necessary approvals and
      consents, including regulatory approvals for the Offering;

	 	 	 
	 	(b) 	
      the issue and sale of the Units being exempt from the
      requirement to file a prospectus and the requirement to deliver an
      offering memorandum under applicable securities legislation relating to
      the sale of the Units, or the Issuer having received such orders, consents
      or approvals as may be required to permit such sale without the
      requirement to file a prospectus or deliver an offering memorandum;
    and

	 	 	 
	 	(c) 	
      the Issuer having obtained approval of the Exchange for
      the Offering.



4.3              
The Subscriber acknowledges that the certificates representing the Shares and
the Warrants will be available for delivery within five (5) business days of the
Closing Date, provided that the Subscriber has satisfied the requirements of
Section 3 hereof and the Issuer has accepted this Agreement. 

5.                
Acknowledgements and Agreements of the Subscriber 

5.1              
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      except as provided in this Agreement, none of the
      Securities have been or will be registered under the United States
      Securities Act of 1933, as amended, (the “1933 Act”), or
      under any securities or “blue sky” laws of any state of the United States,
      and, unless so registered, may not be offered or sold in the United States
      or, directly or indirectly, to any U.S. Person (as defined in Section
      6.2), except in accordance with the provisions of Regulation S under the
      1933 Act (“Regulation S”), pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an 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, provincial and
      foreign securities laws;

	 	 	 
	 	(b) 	
      except as provided in this Agreement, the Issuer has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act or any other applicable securities laws;

	 	 	 
	 	(c) 	
      the Issuer will refuse to register the transfer of any of
      the Securities to a U.S. Person not made pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from the registration requirements of the 1933 Act and in each
      case in accordance with all applicable laws;

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and to acquire the
      Securities has not been based upon any oral or written representation as
      to fact or otherwise made by or on behalf of the Issuer and such decision
      is based entirely upon a review of any public information which has been
      filed by the Issuer with any Canadian provincial securities commissions on
      SEDAR and the United States Securities and Exchange Commission (the
      “SEC”) (collectively, the “Public Record”);

	 	 	 
	 	(e) 	
      the Issuer and others will rely upon the truth and
      accuracy of the acknowledgements, representations, warranties, covenants
      and agreements of the Subscriber contained in this Agreement and the
      Questionnaires, as applicable, and agrees that if any of such
      acknowledgements, representations and agreements are no longer accurate or
      have been breached, the Subscriber will promptly notify the
  Issuer;



Page 6 





	 	(f) 	
      there are risks associated with the purchase of the
      Securities, as more fully described in the Issuer’s periodic disclosure
      forming part of the Public Record;

	 	 	 	 
	 	(g) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of, and receive answers from, the
      Issuer in connection with the distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Issuer;

	 	 	 	 
	 	(h) 	
      a portion of this Offering may be sold pursuant to an
      agreement between the Issuer and one or more agents registered in
      accordance with applicable securities laws, in which case the Issuer will
      pay a fee and/or compensation securities on terms as set out in such
      agreement;

	 	 	 	 
	 	(i) 	
      finder’s fees or broker’s commissions may be payable by
      the Issuer to finders who introduce subscribers to the Issuer;

	 	 	 	 
	 	(j) 	
      the books and records of the Issuer were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, its legal counsel and/or
      its advisor(s);

	 	 	 	 
	 	(k) 	
      all of the information which the Subscriber has provided
      to the Issuer is correct and complete and if there should be any change in
      such information prior to the Closing, the Subscriber will immediately
      notify the Issuer, in writing, of the details of any such
change;

	 	 	 	 
	 	(l) 	
      the Issuer is entitled to rely on the representations and
      warranties of the Subscriber contained in this Agreement and the
      Questionnaires, as applicable, and the Subscriber will hold harmless the
      Issuer from any loss or damage it or they may suffer as a result of the
      Subscriber’s failure to correctly complete this Agreement or the
      Questionnaires, as applicable;

	 	 	 	 
	 	(m) 	
      there are restrictions on the Subscriber’s ability to
      resell any of the Securities and any resale of the Securities by the
      Subscriber will be subject to resale restrictions contained in the
      securities laws applicable to the Issuer, the Subscriber and any proposed
      transferee and it is the sole responsibility of the Subscriber to find out
      what those restrictions are and to comply with such restrictions before
      selling any of the Securities;

	 	 	 	 
	 	(n) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Issuer is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(o) 	
      there may be material tax consequences to the Subscriber
      of an acquisition or disposition of the Securities and the Issuer gives no
      opinion and makes no representation to the Subscriber with respect to the tax consequences to the
      Subscriber under federal, state, provincial, local or foreign tax laws
      that may apply to the Subscriber’s acquisition or disposition of the
Securities;



Page 7 





	 	(p) 	
      the Subscriber consents to the placement of a legend or
      legends on any certificate or other document evidencing any of the
      Securities setting forth or referring to the restrictions on
      transferability and sale thereof contained in this Agreement, with such
      legend(s) to be substantially as follows:




  
    
      
        UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
          THESE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [four months and one
            day from the Closing Date.] 

        and, if applicable: 

        WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND
          COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR
          OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR
          OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL
          [four months and one day from the Closing Date.];

        and: 

        “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
          ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
          OF THE ALKALINE WATER COMPANY INC. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE
          OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE
          UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
          SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER
          THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
          COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION
          THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
          APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE
          SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
          FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS
          CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON
          STOCK EXCHANGES IN CANADA.” 

      

    

  



	 	(q) 	
      the Issuer has advised the Subscriber that the Issuer is
      relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Securities through a person registered to sell securities under
      provincial securities laws and other applicable securities laws, and, as a
      consequence of acquiring the Securities pursuant to such exemption,
      certain protections, rights and remedies provided by applicable securities
      laws (including the various provincial securities acts), including
      statutory rights of rescission or damages, will not be available to the
  Subscriber;



Page 8 





	 	(r) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of any of the Securities;

	 	 	 
	 	(s) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(t) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Issuer and the Issuer reserves the
      right to reject this Subscription for any reason.



6.                
Representations and Warranties of the Subscriber 

6.1              
The Subscriber hereby represents and warrants to the Issuer (which
representations and warranties will survive the Closing) that: 

	 	(a) 	
      unless the Subscriber has completed Exhibit B, the
      Subscriber is not a U.S. Person (as defined in Section 6.2);

	 	 	 
	 	(b) 	
      the Subscriber is resident in the jurisdiction set out on
      page 2 of this Agreement;

	 	 	 
	 	(c) 	
      if the Subscriber is resident outside of
  Canada:




	 	(i) 	
      the Subscriber is knowledgeable of, or has been
      independently advised as to, the applicable securities laws having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the offer and
      sale of the Units,

	 	 	 
	 	(ii) 	
      the Subscriber is purchasing the Units pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      laws of the International Jurisdiction or, if such is not applicable, the
      Subscriber is permitted to purchase the Units under applicable securities
      laws of the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 
	 	(iii) 	
      the applicable securities laws of the International
      Jurisdiction do not require the Issuer to make any filings or seek any
      approvals of any kind from any securities regulator of any kind in the
      International Jurisdiction in connection with the offer, issue, sale or
      resale of any of the Securities,

	 	 	 
	 	(iv) 	
      the purchase of the Units by the Subscriber does not
      trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase, in
      the International Jurisdiction, or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Issuer in the International Jurisdiction, and



Page 9 





	 	(v) 	
      the Subscriber will, if requested by the Issuer, deliver
      to the Issuer a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Issuer, acting reasonably;




	 	(d) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Subscriber is a corporate entity, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Subscriber;

	 	 	 
	 	(e) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(f) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;

	 	 	 
	 	(g) 	
      the Subscriber has received and carefully read this
      Agreement;

	 	 	 
	 	(h) 	
      the Subscriber is aware that an investment in the Issuer
      is speculative and involves certain risks, including those risks disclosed
      in the Public Record and the possible loss of the entire Subscription
      Amount;

	 	 	 
	 	(i) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Issuer and agrees
      that the Issuer will not be responsible in any way for the Subscriber’s
      decision to invest in the Securities and the Issuer;

	 	 	 
	 	(j) 	
      the Subscriber is not an underwriter of, or dealer in,
      any of the Securities, nor is the Subscriber participating, pursuant to a
      contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 
	 	(k) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities 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; and

	 	 	 
	 	(l) 	
      no person has made to the Subscriber any written or oral
      representations:




	 	(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities, or

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the
      Securities.



6.2              
In this Agreement, the term “U.S. Person” will have the meaning ascribed
thereto in Regulation S, and for the purpose of this Agreement includes, but is
not limited to: (a) any person in the United States; (b) any natural person resident in the United
States; (c) any partnership or corporation organized or incorporated under the
laws of the United States; (d) any partnership or corporation organized outside
the United States by a U.S. Person principally for the purpose of investing in
securities not registered under the 1933 Act, unless it is organized or
incorporated, and owned, by accredited investors who are not natural persons,
estates or trusts; or (e) any estate or trust of which any executor or
administrator or trustee is a U.S. Person. 

Page 10 




7.               
   Registration Rights 

7.1              
The Issuer will prepare and file a registration statement with respect to the
Shares and the Warrant Shares (the “Registration Statement”) with the SEC
within 90 days following the Closing and will use commercially reasonable
efforts to have the Registration Statement declared effective by the SEC as soon
as possible after filing. The Registration Statement shall state, to the extent
permitted by Rule 416 under the 1933 Act, that it also covers such indeterminate
number of additional Shares in order to prevent dilution resulting from stock
splits, stock dividends or similar events. Notwithstanding any other provision
in this Section 8, if the Issuer receives a comment from the staff of the SEC
that effectively results in the Issuer having to reduce the number of Shares
included in such Registration Statement, then the Issuer, after having first
used commercially reasonable efforts to persuade the staff of the SEC to
withdraw such comment, may in its sole discretion reduce on a pro rata basis
(among all subscribers in the Offering) the number of Shares to be included in
the Registration Statement. 

7.2              
In connection with the preparation and filing of the Registration Statement, the
Subscriber will furnish to the Issuer, in writing, such information and
representations with respect to itself and the proposed distribution by it as
are reasonably necessary in order to assure compliance with applicable federal
and state securities laws. The Issuer will require the Subscriber to furnish to
the Issuer, among other things as may be determined by the Issuer in its sole
discretion, a certified statement as to the number of securities of the Issuer
beneficially owned by the Subscriber and the name of the natural person that has
voting and dispositive control over the Shares and the Warrant Shares. The
Subscriber will be responsible for payment of any legal fees it incurs in
connection with the Registration Statement. 

7.3              
The Subscriber shall indemnify and hold harmless the Issuer, its directors,
officers, agents and employees, each person who controls the Issuer (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: (a) the Subscriber’s failure to comply with the prospectus delivery
requirements of the 1933 Act; (b) 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 to the
extent that: (i) such untrue statement or omission is contained in any
information so furnished in writing by the Subscriber to the Issuer specifically
for inclusion in the Registration Statement, (ii) such untrue statements or
omissions are based solely upon information regarding the Subscriber furnished
in writing to the Issuer by the Subscriber expressly for use therein, or (iii)
such information relates to the Subscriber or the Subscriber’s proposed method
of distribution of the Shares and the Warrant Shares and was reviewed and
expressly approved in writing by the Subscriber expressly for use in the
Registration Statement or in any amendment or supplement thereto; or (c) the use
by the Subscriber of an outdated or defective Registration Statement after the
Issuer has notified the Subscriber in writing that the Registration Statement is
outdated or defective. 

7.4              
If a claim for indemnification hereunder is unavailable to the Issuer (by reason
of public policy or otherwise), then the Subscriber, in lieu of indemnifying the
Issuer, shall contribute to the amount paid or payable by the Issuer as a result
of such losses, in such proportion as is appropriate to reflect the relative fault of the Subscriber and the Issuer 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 the Subscriber and the Issuer 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,
the Subscriber or the Issuer, 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.

Page 11 




8.                
  Representations and Warranties will be Relied Upon by the Issuer
  

8.1              
The Subscriber acknowledges and agrees that the representations and warranties
contained herein are made by it with the intention that such representations and
warranties may be relied upon by the Issuer and the Issuer’s Counsel in
determining the Subscriber’s eligibility to purchase the Securities under
applicable laws, or, if applicable, the eligibility of others on whose behalf
the Subscriber is contracting hereunder to purchase the Securities under
applicable laws. The Subscriber further agrees that, by accepting delivery of
the certificates representing the Shares and the Warrants, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of the Securities and will
continue in full force and effect notwithstanding any subsequent disposition by
the Subscriber of such Securities.

9.                
Acknowledgement and Waiver 

9.1              
The Subscriber has acknowledged that the decision to acquire the Securities was
solely made on the basis of the Public Record. The Subscriber hereby waives, to
the fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Securities. 

10.              
Legending and Registration of Subject Securities 

10.1            
The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing the Shares and Warrants to the effect that the
securities represented by such certificates are subject to a hold period and may
not be traded until the expiry of such hold period except as permitted by
applicable securities legislation. 

10.2             The
Subscriber hereby acknowledges and agrees to the Issuer making a notation on its
records or giving instructions to the registrar and transfer agent of the Issuer
in order to implement the restrictions on transfer set forth and described in
this Agreement. 

11.              
Collection of Personal Information 

11.1             The
Subscriber acknowledges and consents to the fact that the Issuer is collecting
the Subscriber’s personal information for the purpose of fulfilling this
Agreement and completing the Offering. The Subscriber acknowledges that its
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Issuer to (a) stock exchanges or securities regulatory authorities, (b) the
Issuer’s registrar and transfer agent, (c) tax authorities, (d) authorities pursuant to the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)
and (e) any of the other parties involved in the Offering, including legal
counsel, and may be included in record books in connection with the Offering. By
executing this Agreement, the Subscriber is deemed to be consenting to the
foregoing collection, use and disclosure of the Subscriber’s personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) for the foregoing purposes and
for the purposes described in Exhibit E to this Agreement, and to the retention
of such personal information for as long as permitted or required by applicable
laws or business practice. Notwithstanding that the Subscriber may be purchasing
the Units as agent on behalf of an undisclosed principal, the Subscriber agrees
to provide, on request, particulars as to the nature and identity of such
undisclosed principal, and any interest that such undisclosed principal has in
the Issuer, all as may be required by the Issuer in order to comply with the
foregoing. By completing this Agreement, the Subscriber authorizes the indirect
collection of the information described in this Section 11.1 by all applicable
regulators and consents to the disclosure of such information to the public
through (i) the filing of a report of trade with all applicable regulators and
(ii) the filing of this Agreement on SEDAR. 

Page 12 




Furthermore, the Subscriber is hereby notified that: 

	 	(a) 	
      the Issuer may deliver to any securities commission
      having jurisdiction over the Issuer, the Subscriber or this Subscription,
      including any Canadian provincial securities commissions, the United
      States Securities and Exchange Commission and/or any state securities
      commissions (collectively, the “Commissions”), certain personal
      information pertaining to the Subscriber, including the Subscriber’s full
      name, residential address and telephone number, the number of securities
      of the Issuer owned by the Subscriber, the number of Units purchased by
      the Subscriber, the total Subscription Amount paid for the Units, the
      prospectus exemption relied on by the Issuer and the date of distribution
      of the Units;

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Commissions under the authority granted to them in applicable securities
      laws;

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of applicable securities laws;
    and

	 	 	 
	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:



Administrative Assistant to the
Director of Corporate Finance 
Ontario Securities Commission 
Suite 1903,
Box 55 
20 Queen Street West 
Toronto, ON M5H 3S8 
Telephone: (416)
593-8086. 


12.              
Costs 

12.1             The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Units will be borne by the
Subscriber. 

Page 13 




13.              
Governing Law 

13.1             This
Agreement is governed by the laws of the Province of British Columbia and the
federal laws of Canada applicable therein. The Subscriber, in its personal or
corporate capacity and, if applicable, on behalf of each beneficial or
undisclosed purchaser for whom it is acting, irrevocably attorns to the
exclusive jurisdiction of the courts of the Province of British Columbia. 

14.              
Survival 

14.1             This
Agreement, including, without limitation, the representations, warranties and
covenants contained herein, will survive and continue in full force and effect
and be binding upon the Issuer and the Subscriber, notwithstanding the
completion of the purchase of the Units by the Subscriber. 

15.              
Assignment 

15.1             This
Agreement is not transferable or assignable. 

16.              
Severability 

16.1             The
invalidity or unenforceability of any particular provision of this Agreement
will not affect or limit the validity or enforceability of the remaining
provisions of this Agreement. 

17.              
Entire Agreement 

17.1             Except
as expressly provided in this Agreement and in the exhibits, agreements,
instruments and other documents attached hereto or contemplated or provided for
herein, this Agreement contains the entire agreement between the parties with
respect to the sale of the Units and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Issuer or by anyone else. 

18.              
Notices 

18.1             All
notices and other communications hereunder will be in writing and will be deemed
to have been duly given if mailed or transmitted by any standard form of
telecommunication, including facsimile, electronic mail or other means of
electronic communication capable of producing a printed copy. Notices to the
Subscriber will be directed to the address of the Subscriber set forth on page 2
of this Agreement and notices to the Issuer will be directed to it at the
address of the Issuer set forth on page 3 of this Agreement. 

19.              
Beneficial Subscribers 

19.1             Whether
or not explicitly stated in this Agreement, any acknowledgement, representation,
warranty, covenant or agreement made by the Subscriber in this Agreement,
including the exhibits hereto or any other documents delivered by the Subscriber
to the Issuer in connection herewith, will be treated as if made by the
Disclosed Principal, if any. 

20.              
Execution of Subscription Agreement

20.1             The
Issuer and the Issuer’s Counsel will be entitled to rely on delivery by email or
other means of electronic communication capable of producing a printed copy of
an executed copy of this Agreement, and acceptance by the Issuer of such email
or other form of electronic copy will be equally effective to create a valid and
binding agreement between the Subscriber and the Issuer in accordance with the terms hereof. If less than a complete copy of this
Agreement is delivered to the Issuer or the Issuer’s Counsel prior to or at the
Closing, the Issuer and the Issuer’s Counsel are entitled to assume that the
Subscriber accepts and agrees to all of the terms and conditions of the pages
not delivered prior to or at the Closing (without any alterations to such page). 

Page 14 




21.              
  Counterparts and Electronic Means 

21.1             This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered will constitute an original, and all of which together
will constitute one instrument. Delivery of an executed copy of this Agreement
by email transmission or other means of electronic communication capable of
producing a printed copy will be deemed to be execution and delivery of this
Agreement as of the Closing Date. 

22.              
Exhibits 

22.1             The
exhibits attached hereto form part of this Agreement. 

23.              
Indemnity 

23.1             The
Subscriber will indemnify and hold harmless the Issuer and the Issuer’s Counsel,
where applicable, the Issuer’s directors, officers, employees, agents, advisors
and shareholders, from and against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all fees, costs
and expenses whatsoever reasonably incurred in investigating, preparing or
defending against any claim, lawsuit, administrative proceeding or investigation
whether commenced or threatened) arising out of or based upon any representation
or warranty of the Subscriber contained in this Agreement, the Questionnaires,
as applicable, or in any document furnished by the Subscriber to the Issuer in
connection herewith being untrue in any material respect, or any breach or
failure by the Subscriber to comply with any covenant or agreement made by the
Subscriber to the Issuer in connection therewith. 

Page 15 




EXHIBIT A 

CANADIAN INVESTOR QUESTIONNAIRE

	TO: 	THE ALKALINE WATER COMPANY
      INC. (the “Issuer”) 
	 	 
	RE: 	Purchase of units (the
      “Units”) of the Issuer 
	 	 


Capitalized terms used in this Canadian Investor Questionnaire
(this “Questionnaire”) and not specifically defined have the meaning
ascribed to them in the Private Placement Subscription Agreement between the
Subscriber and the Issuer to which this Exhibit A is attached. 

In connection with the purchase of Units by the undersigned or
the Disclosed Principal (in either case, the “Subscriber”), the
Subscriber hereby represents, warrants and certifies to the Issuer that the
Subscriber: 

	 	(i) 	
      is purchasing the Units as principal (or deemed principal
      under the terms of National Instrument 45-106 – Prospectus Exemptions
      as adopted by the Canadian Securities Administrators (“NI
      45-106”));

	 	 	 
	 	(ii) 	
      (A)        is resident
      in or is subject to the laws of one of the following (check
  one):




	 	[ ] Alberta 	[ ] New Brunswick 	[ ] Prince Edward Island 
	 	 	 	 
	 	[ ] British Columbia 	[ ] Nova Scotia 	[ ] Quebec 
	 	 	 	 
	 	[ ] Manitoba 	[ ] Ontario 	[ ] Saskatchewan 
	 	 	 	 
	 	[ ] Newfoundland and Labrador 	  	[ ] Yukon 
	 	 	 	 
	 	[ ] Northwest Territories 	  	  
	 	 	 	 
	 	[ ] United States: _____________________________________________(List State of Residence) 
	 	 	 	 
	 	or 	  	  




	 	(B) 	
      [ ]  is resident in a country other than Canada or the
  United States; and




	 	(iii) 	
      has not been provided with any offering memorandum in
      connection with the purchase of the Units.



In connection with the purchase of the Units, the Subscriber
hereby represents, warrants and certifies to, and covenants and agrees with, the
Issuer that the Subscriber meets one or more of the following criteria: 

Page 16 





	I. 	
      SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR”
      EXEMPTION




	(a) 	
      the Subscriber is not a trust company or trust company
      registered under the laws of Prince Edward Island that is not registered
      or authorized under the Trust and Loan Companies Act (Canada) or
      under comparable legislation in another jurisdiction of Canada,
  and

	 	 
	(b) 	
      ___________the Subscriber is an “accredited investor”
      within the meaning of NI 45-106, by virtue of satisfying the indicated
      criterion below (YOU MUST INITIAL OR PLACE A CHECK-MARK IN THE
      APPROPRIATE BOX(ES)) (see certain guidance with respect to
      accredited investors that starts on page 22
below):




		[ ] 	(i) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, 

	 	 	  	       
		[ ] 	(ii) 	
      an individual registered under the securities legislation
      of a jurisdiction of Canada as a representative of a person referred to in
      paragraph (i), 

	 	 	  	       
		[ ] 	(iii) 	
      an individual formerly registered under the securities
      legislation of a jurisdiction of Canada, other than an individual formerly
      registered solely as a representative of a limited market dealer under one
      or both of the Securities Act (Ontario) or the Securities
      Act (Newfoundland and Labrador), 

	 	 	  	       
		[ ] 	(iv) 	
      an individual who, either alone or with a spouse,
      beneficially owns financial assets having an aggregate realizable value
      that, before taxes but net of any related liabilities, exceeds $1,000,000
      (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS
      CERTIFICATE), 

	 	 	  	       
		[ ] 	(v) 	
      an individual who beneficially owns financial assets
      having an aggregate realizable value that, before taxes but net of any
      related liabilities, exceeds $5,000,000 (YOU MUST ALSO COMPLETE
      AND SIGN APPENDIX “A” TO THIS CERTIFICATE), 

	 	 	  	       
		[ ] 	(vi) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year
      (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS
      CERTIFICATE), 

	 	 	  	       
		[ ] 	(vii) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX
      “A” TO THIS CERTIFICATE), 

	 	 	  	       
		[ ] 	(viii) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements and that has not been created or
      used solely to purchase or hold securities as an accredited
investor as defined in this paragraph (viii),



Page 17 





	 	[ ] 	(ix) 	an investment fund that
      distributes or has distributed its securities only to




	 	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	 
	 	(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in Sections 2.10 [Minimum amount
      investment] or 2.19 [Additional investment in investment funds]
      of NI 45-106, or

	 	 	 
	 	(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under Section 2.18 [Investment fund
      reinvestment] of NI 45-106,




	 	[ ] 	(x) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
  legislation of a jurisdiction of Canada or a foreign jurisdiction,  

	 	 	  	       
	 	[ ] 	(xi) 	
      an entity organized in a foreign jurisdiction that is
      analogous to the entity referred to in paragraph (i) in form and function,
      or 

	 	 	  	       
	 	[ ] 	(xii) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors; 

	 	 	  	       
	 	[ ] 	(xiii) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt; 





	II. 	
      SUBSCRIBERS PURCHASING UNDER THE “FAMILY, FRIENDS AND
      BUSINESS ASSOCIATES” EXEMPTION




	(a) 	
      the Subscriber is (YOU MUST INITIAL OR PLACE A
      CHECK-MARK IN THE APPROPRIATE BOX(ES)):




	 	[ ] 	(i) 	
      a director, executive officer or control person of the
      Issuer, or of an affiliate of the Issuer, 

	 	  	  	
       

	 	[ ] 	(ii) 	
      a spouse, parent, grandparent, brother, sister, child or
      grandchild of ______________________________ (print name of
      person), who is a director, executive officer or control person of the
      Issuer or of an affiliate of the Issuer, 

	 	 	  	
       

	 	[ ] 	(iii) 	
      a parent, grandparent, brother, sister, child or
      grandchild of the spouse of ______________________________ (print name
      of person), who is a director, executive officer or control person of
      the Issuer or of an affiliate of the Issuer, 

	 	 	  	
       

	 	[ ] 	(iv) 	
      __________ a close personal friend (see guidance on
      making this determination that starts on page 23 below) of
      ______________________________ (print name of person), who is
      a director, executive officer, founder or control person of the Issuer, or
      of an affiliate of the Issuer, and has been for____________________
      (print number) years based on the following factors: 

	 	 	 	 
	 	 	 	 
	 	 	 	 


Page 18 






	 	 	 	
       

	 	 	 	
       

	 	 	 	
       

	 	 	 	
       

				
      (explain the nature of the close personal
      friendship), 

	 	 	  	
       

		[ ] 	(v) 	
      a close business associate (see guidance on making
      this determination that starts on page 23 below)
      of ______________________________ (print name of person), who
      is a director, executive officer, founder or control person of the Issuer,
      or of an affiliate of the Issuer, and has been for 
      _______________ (print number) years based on the following
      factors:

	 	 	  	
       

	 	 	  	
       

	 	 	  	
       

	 	 	  	
       

	 	 	  	
				
      (explain the nature of the close business
      association), 

	 	 	  	
       

		[ ] 	(vi) 	
      a founder of the Issuer or a spouse, parent, grandparent,
      brother, sister, child, grandchild, close personal friend or close
      business associate (see guidance on making these determinations
      that starts on page 23 below) of ______________________________
      (print name of person), who is a founder of the Issuer, and, if a
      close personal friend or close business associate of such person, has been
      for __________________(print number) years based on the following
      factors: 

	 	 	 	
       

	 	 	 	
       

	 	 	 	
       

	 	 	 	
       

	 	 	 	
       

				
      ______________________________________________(explain
      the nature of the close personal friendship or business
      association), 

	 	 	  	
       

		[ ] 	(vii) 	
      a parent, grandparent, brother, sister, child or
      grandchild of the spouse of ______________________________ (print name
      of person), who is a founder of the Issuer, 

	 	 	  	
       

		[ ] 	(viii) 	
      a company of which a majority of the voting securities
      are beneficially owned by, or a majority of the directors are, persons or
    companies described in subsections II(a)(i) to II(a)(vii) above, or  

	 	 	  	
       

		[ ] 	(ix) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons or companies described
  in subsections II(a)(i) to II(a)(viii) above;






	(b) 	
      if the Subscriber is resident in the Province of Ontario
      or is subject to the securities laws of the Province of Ontario, the
      Subscriber has provided the Issuer with a signed risk acknowledgement form
      (to be provided by the Issuer on request), and

	 	 
	(c) 	
      if the Subscriber is resident in the Province of
      Saskatchewan or is subject to the securities laws of the Province of
      Saskatchewan, and the Subscriber is relying on the indicated criterion as
      set out in subsections II(a)(iv), II(a)(v) or II(a)(viii) or II(a)(ix), if
      the distribution is based in whole or in part on a close personal friendship or a close business
      association, the Subscriber has provided the Issuer with a signed risk
      acknowledgement form (to be provided by the Issuer on request);
or



Page 19 





	III. 	
      SUBSCRIBERS PURCHASING UNDER THE MINIMUM AMOUNT
      INVESTMENT





	(a) 	
      the Subscriber is not an “individual” as that term is
      defined in applicable Canadian securities laws,

	 	 
	(b) 	
      the Subscriber is purchasing the Units as principal for
      its own account and not for the benefit of any other person,

	 	 
	(c) 	
      the Units have an acquisition cost to the Subscriber of
      not less than $150,000, payable in cash at the Closing, and

	 	 
	(d) 	
      the Subscriber was not created and is not being used
      solely to purchase or hold securities in reliance on the prospectus
      exemption provided under Section 2.10 of NI 45-106, it pre-existed the
      Offering and has a bona fide purpose other than investment in the
      Units.



Definitions 

For the purposes of this Canadian Investor Questionnaire and
Appendix “A” attached to this Canadian Investor Questionnaire: 

	 	(a) 	
      an issuer is “affiliated” with another issuer
      if:

	 	 	 	 
	 		(i) 	
      one of them is the subsidiary of the other, or

	 	 	 	 
	 		(ii) 	
      each of them is controlled by the same
  person;




	 	(b) 	
      “control person” means:

	 	 	 	 
	 		(i) 	
      a person who holds a sufficient number of the voting
      rights attached to all outstanding voting securities of an issuer to
      affect materially the control of the issuer, or

	 	 	 	 
	 		(ii) 	
      each person in a combination of persons, acting in
      concert by virtue of an agreement, arrangement, commitment or
      understanding, which holds in total a sufficient number of the voting
      rights attached to all outstanding voting securities of an issuer to
      affect materially the control of the issuer,




	 		
      and, if a person or combination of persons holds more
      than 20% of the voting rights attached to all outstanding voting
      securities of an issuer, the person or combination of persons is deemed,
      in the absence of evidence to the contrary, to hold a sufficient number of
      the voting rights to affect materially the control of the
issuer;

	 	 	 	 
	 	(c) 	
      “director” means:

	 	 	 	 
	 		(i) 	
      a member of the board of directors of a company or an
      individual who performs similar functions for a company, and

	 	 	 	 
	 		(ii) 	
      with respect to a person that is not a company, an
      individual who performs functions similar to those of a director of a
      company;



Page 20 





	 	(d) 	
      “eligibility adviser” means:

	 	 	 	 
	 		(i) 	
      a person that is registered as an investment dealer and
      authorized to give advice with respect to the type of security being
      distributed, and

	 	 	 	 
	 		(ii) 	
      in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must
  not:




	 	(A) 	
      have a professional, business or personal relationship
      with the issuer, or any of its directors, executive officers, founders or
      control persons, and

	 	 	 
	 	(B) 	
      have acted for or been retained personally or otherwise
      as an employee, executive officer, director, associate or partner of a
      person that has acted for or been retained by the issuer or any of its
      directors, executive officers, founders or control persons within the
      previous 12 months;




	 	(e) 	
      “executive officer” means, for an issuer, an
      individual who is:

	 	 	 	 
	 		(i) 	
      a chair, vice-chair or president,

	 	 	 	 
	 		(ii) 	
      a vice-president in charge of a principal business unit,
      division or function including sales, finance or production, or

	 	 	 	 
	 		(iii) 	
      performing a policy-making function in respect of the
      issuer;




	 	(f) 	
      “financial assets” means:

	 	 	 	 
	 		(i) 	
      cash,

	 	 	 	 
	 		(ii) 	
      securities, or

	 	 	 	 
	 		(iii) 	
      a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;




	 	(g) 	
      “foreign jurisdiction” means a country other than
      Canada or a political subdivision of a country other than
Canada;

	 	 	 	 
	 	(h) 	
      “founder” means, in respect of an issuer, a person
      who,

	 	 	 	 
	 		(i) 	
      acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and

	 	 	 	 
	 		(ii) 	
      at the time of the distribution or trade is actively
      involved in the business of the issuer;




	 	(i) 	
      “fully managed account” means an account of a
      client for which a person makes the investment decisions if that person
      has full discretion to trade in securities for the account without
      requiring the client’s express consent to a transaction;

	 	 	 	 
	 	(j) 	
      “individual” means a natural person, but does not
      include

	 	 	 	 
	 		(i) 	
      a partnership, unincorporated association, unincorporated
      syndicate, unincorporated organization or trust, or

	 	 	 	 
	 		(ii) 	
      a natural person in the person's capacity as a trustee,
      executor, administrator or personal or other legal
  representative;



Page 21 





	 	(k) 	
      “investment fund” means a mutual fund or a
      non-redeemable investment fund, and, for great certainty in British
      Columbia, includes an employee venture capital corporation and a venture
      capital corporation as such terms are defined in National Instrument 81-
      106 Investment Fund Continuous Disclosure;

	 	 	 
	 	(l) 	
      “jurisdiction” or “jurisdiction of Canada”
      means a province or territory of Canada except when used in the term
      “foreign jurisdiction”;

	 	 	 
	 	(m) 	
      “non-redeemable investment fund” means an
      issuer:




	 	(i) 	
      whose primary purpose is to invest money provided by its
      securityholders,

	 	 	 
	 	(ii) 	
      that does not invest




	 	(A) 	
      for the purpose of exercising or seeking to exercise
      control of an issuer, other than an issuer that is a mutual fund or a
      non-redeemable investment fund, or

	 	 	 
	 	(B) 	
      for the purpose of being actively involved in the
      management of any issuer in which it invests, other than an issuer that is
      a mutual fund or a non-redeemable investment fund,
and




	 	(iii) 	
      that is not a mutual fund;




	 	(n) 	
      “person” includes:

	 	 	 	 
	 		(i) 	
      an individual,

	 	 	 	 
	 		(ii) 	
      a corporation,

	 	 	 	 
	 		(iii) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 	 	 
	 		(iv) 	
      an individual or other person in that person’s capacity
      as a trustee, executor, administrator or personal or other legal
      representative;




	 	(o) 	
      “related liabilities” means:

	 	 	 	 
	 		(i) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 	 
	 		(ii) 	
      liabilities that are secured by financial assets;
    and




	 	(p) 	
      “spouse” means, an individual who:

	 	 	 	 
	 		(i) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual,

	 	 	 	 
	 		(ii) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or

	 	 	 	 
	 		(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta).



Guidance On Accredited Investor Exemptions for
Individuals 

An individual accredited investor is an individual: 

	 	(a) 	
      who, either alone or with a spouse, beneficially owns
      financial assets (please see the guidance below regarding what financial
      assets are) having an aggregate realizable value that.
  before taxes but net of any related liabilities (please see the
      guidance below regarding what related liabilities are), exceeds
  $1,000,000;



Page 22 





	 	(b) 	
      whose net income before taxes exceeded $200,000 in each
      of the 2 most recent calendar years or whose net income before taxes
      combined with that of a spouse exceeded $300,000 in each of the 2 most
      recent calendar years and who, in either case, reasonably expects to
      exceed that net income level in the current calendar year;

	 	 	 
	 	(c) 	
      who, either alone or with a spouse, has net assets
      (please see the guidance below regarding calculating net assets) of at
      least $5,000,000; and

	 	 	 
	 	(d) 	
      who beneficially owns financial assets (please see the
      guidance below regarding what financial assets are) having an aggregate
      realizable value that, before taxes but net of any related liabilities
      (please see the guidance below regarding what related liabilities are),
      exceeds $5,000,000.



The monetary thresholds above are intended to create
bright-line standards. Subscribers who do not satisfy these monetary thresholds
do not qualify as accredited investors. 

Spouses 

Sections (a), (b) and (c) above are designed to treat spouses
as a single investing unit, so that either spouse qualifies as an accredited
investor if the combined financial assets of both spouses exceed $1,000,000, the
combined net income of both spouses exceeds $300,000, or the combined net assets
of both spouses exceed $5,000,000. Section (d) above does not treat spouses as a
single investing unit.

If the combined net income of both spouses does not exceed
$300,000, but the net income of one of the spouses exceeds $200,000, only the
spouse whose net income exceeds $200,000 qualifies as an accredited investor.


Financial Assets and Related Liabilities 

For the purposes of Sections (a) and (d) above, “financial
assets” means: (1) cash, (2) securities, or (3) a contract of insurance, a
deposit or an evidence of a deposit that is not a security for the purposes of
securities legislation. These financial assets are generally liquid or
relatively easy to liquidate. The value of a subscriber’s personal residence is
not included in a calculation of financial assets. 

The calculation of financial assets must exclude “related
liabilities”, meaning: (1) liabilities incurred or assumed for the purpose
of financing the acquisition or ownership of financial assets, or (2)
liabilities that are secured by financial assets. 

As a general matter, it should not be difficult to determine
whether financial assets are beneficially owned by an individual, an
individual’s spouse, or both, in any particular instance. However, in the case
where financial assets are held in a trust or in another type of investment
vehicle for the benefit of an individual, there may be questions as to whether
the individual beneficially owns the financial assets. The following factors are
indicative of beneficial ownership of financial assets: 

	
  physical or constructive possession of evidence of ownership of the
  financial asset; 

  
	
  entitlement to receipt of any income generated by the financial asset;
  



Page 23 




	
  risk of loss of the value of the financial asset; and 

  
	
  the ability to dispose of the financial asset or otherwise deal with it as
  the individual sees fit. 



For example, securities held in a self-directed RRSP for the
sole benefit of an individual are beneficially owned by that individual. 

In general, financial assets in a spousal RRSP can be included
for the purposes of the $1,000,000 financial asset test in Section (a) above
because Section (a) takes into account financial assets owned beneficially by a
spouse. However, financial assets in a spousal RRSP cannot be included for
purposes of the $5,000,000 financial asset test in Section (d) above.

Financial assets held in a group RRSP under which the
individual does not have the ability to acquire the financial assets and deal
with them directly do not meet the beneficial ownership requirements in either
Sections (a) or (d) above. 

Net Assets

For the purposes of Section (c) above, “net assets”
means all of a subscriber’s total assets minus all of the subscriber’s total
liabilities. Accordingly, for the purposes of the net asset test, the
calculation of total assets includes the value of a subscriber’s personal
residence, and the calculation of total liabilities includes the amount of any
liability (such as a mortgage) in respect of the subscriber’s personal
residence. 

To calculate a subscriber’s net assets under the net asset
test, subtract the subscriber’s total liabilities from the subscriber’s total
assets. The value attributed to assets should reasonably reflect their estimated
fair value. Income tax is considered a liability if the obligation to pay it is
outstanding at the time of the distribution of the security to the subscriber by
the Company. 

Guidance On Accredited Investor Exemptions for
Corporations, Trusts and Other Entities

Accredited investors that are corporations, trusts or other
entities include: 

	 	(a) 	
      a corporation, trust or other entity, other than an
      investment fund, that has net assets (please see the guidance below
      regarding calculating net assets) of at least $5,000,000 as shown on its
      most recently prepared financial statements in accordance with applicable
      generally accepted accounting principles and that has not been created or
      used solely to purchase or hold securities as an accredited
    investor;

	 	 	 
	 	(b) 	
      a corporation, trust or other entity in respect of which
      all of the owners of interests, direct, indirect or beneficial, except the
      voting securities required by law to be owned by directors, are persons
      that are accredited investors; and

	 	 	 
	 	(c) 	
      a trust established by an accredited investor for the
      benefit of the accredited investor’s family members of which a majority of
      the trustees are accredited investors and all of the beneficiaries are the
      accredited investor’s spouse, a former spouse of the accredited investor
      or a parent, grandparent, brother, sister, child or grandchild of that
      accredited investor, of that accredited investor’s spouse or of that
      accredited investor’s former spouse.



Net Assets

For the purposes of Section (a) above, “net assets”
means all of the subscriber’s total assets minus all of the subscriber’s total
liabilities. The minimum net asset threshold of $5,000,000 specified in Section
(a) above must be shown on the entity’s most recently prepared
financial statements. The financial statements must be prepared in accordance
with applicable generally accepted accounting principles. 

Page 24 




Guidance on Close Personal Friend and Close Business
Associate Determination

A “close personal friend” of a director, executive
officer, founder or control person of an issuer is an individual who knows the
director, executive officer, founder or control person well enough and has known
them for a sufficient period of time to be in a position to assess their
capabilities and trustworthiness and to obtain information from them with
respect to the investment.

The following factors are relevant to this determination: 

	 	(a) 	
      the length of time the individual has known the director,
      executive officer, founder or control person,

	 	 	 
	 	(b) 	
      the nature of the relationship between the individual and
      the director, executive officer, founder or control person including such
      matters as the frequency of contacts between them and the level of trust
      and reliance in the other circumstances, and

	 	 	 
	 	(c) 	
      the number of “close personal friends” of the director,
      executive officer, founder or control person to whom securities have been
      distributed in reliance on the private issuer exemption or the family,
      friends and business associates exemption.



An individual is not a close personal friend solely because the
individual is: 

	 	(a) 	
      a relative,

	 	 	 
	 	(b) 	
      a member of the same club, organization, association or
      religious group,

	 	 	 
	 	(c) 	
      a co-worker, colleague or associate at the same
      workplace,

	 	 	 
	 	(d) 	
      a client, customer, former client or former
    customer,

	 	 	 
	 	(e) 	
      a mere acquaintance, or

	 	 	 
	 	(f) 	
      connected through some form of social media, such as
      Facebook, Twitter or LinkedIn.



The relationship between the individual and the director,
executive officer, founder or control person must be direct. For example, the
exemption is not available to a close personal friend of a close personal friend
of a director of the issuer. Further, a relationship that is primarily founded
on participation in an internet forum is not considered to be that of a close
personal friend. 

A “close business associate” is an individual who has
had sufficient prior business dealings with a director, executive officer,
founder or control person of the issuer to be in a position to assess their
capabilities and trustworthiness and to obtain information from them with
respect to the investment. 

The following factors are relevant to this determination: 

	 	(a) 	
      the length of time the individual has known the director,
      executive officer, founder or control person,



Page 25 





	 	(b) 	
      the nature of any specific business relationships between
      the individual and the director, executive officer, founder or control
      person, including, for each relationship, when it began, the frequency of
      contact between them and when it terminated if it is not ongoing, and the
      level of trust and reliance in the other circumstances,

	 	 	 
	 	(c) 	
      the nature and number of any business dealings between
      the individual and the director, executive officer, founder or control
      person, the length of the period during which they occurred, and the
      nature and date of the most recent business dealing, and

	 	 	 
	 	(d) 	
      the number of “close business associates” of the
      director, executive officer, founder or control person to whom securities
      have been distributed in reliance on the private issuer exemption or the
      family, friends and business associates exemption.



An individual is not a close business associate solely because
the individual is: 

	 	(a) 	
      a member of the same club, organization, association or
      religious group,

	 	 	 
	 	(b) 	
      a co-worker, colleague or associate at the same
      workplace,

	 	 	 
	 	(c) 	
      a client, customer, former client or former
    customer,

	 	 	 
	 	(d) 	
      a mere acquaintance, or

	 	 	 
	 	(e) 	
      connected through some form of social media, such as
      Facebook, Twitter or LinkedIn.



The relationship between the individual and the director,
executive officer, founder or control person must be direct. For example, the
exemptions are not available for a close business associate of a close business
associate of a director of the issuer. Further, a relationship that is primarily
founded on participation in an internet forum is not considered to be that of a
close business associate. 

General 

The Subscriber agrees that the above representations and
warranties will be true and correct both as of the execution of this
Questionnaire and as of the Closing and acknowledges that they will survive the
completion of the issue of the Units. 

The Subscriber acknowledges that the foregoing representations
and warranties are made by the Subscriber with the intent that they be relied
upon in determining the suitability of the Subscriber to acquire the Units and
that this Questionnaire is incorporated into and forms part of the Agreement and
the undersigned undertakes to immediately notify the Issuer of any change in any
statement or other information relating to the Subscriber set forth herein which
takes place prior to the closing time of the purchase and sale of the Units.

The Subscriber undertakes to immediately notify the Issuer of
any change in any statement or other information relating to the Subscriber set
forth in the Agreement or in this Questionnaire which takes place prior to the
Closing. 

Page 26 




By completing this Questionnaire, the Subscriber authorizes
the indirect collection of this information by each applicable regulatory
authority and acknowledges that such information may be made available to the
public under applicable laws. 

DATED as of the _______day of __________________, 2018. 

 

	 	 
	 	Print Name of Subscriber (or person signing as
      agent of the Subscriber) 



 

	 	By: 	  
	 		Signature of Subscriber (or
      Authorized Signatory) 
	 	 	  
	 	 	  
	 	 	Print Name and Title of
      Authorized 
	 	 	Signatory (if Subscriber is not
      an individual) 


Page 27 




APPENDIX “A” 
TO CANADIAN INVESTOR QUESTIONNAIRE



Form 45-106F9 

Form for Individual Accredited Investors 


	WARNING! 
This investment is risky. Don’t
      invest unless you can afford to lose all the money you 
pay for
      this investment. 





	SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY
      HOLDER 
	1. About your investment





	
      Type of securities: Units of the Issuer at a price of
      $0.75 per Unit. Each Unit will consist of one common share in the capital
      of the Issuer and one-half of one non- transferable warrant. Each whole
      warrant will entitle the holder thereof to purchase one common share in
      the capital of the Issuer, as presently constituted, for a period of two
      (2) years commencing from the Closing Date (as defined in the Private
      Placement Subscription Agreement to which this Appendix “A” is attached)
      at an exercise price of $0.90 per Warrant Share until the date of
      expiration of the Warrant. 
	
      Issuer: THE ALKALINE WATER COMPANY
      INC. (the “Issuer”) 





	Purchased from: The Issuer. 
	SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER 
	2. Risk acknowledgement





	
This investment is risky. Initial that you understand that:
    	Your 
initials 
	Risk of loss – You could lose your entire investment of
      $__________. [Instruction: Insert the total dollar amount of the
      investment.] 	
	Liquidity risk – You may not be able to sell your
      investment quickly – or at all. 	  
	Lack of information – You may receive little or no
      information about your investment. 	  
	Lack of advice – You will not receive advice from the
      salesperson about whether this investment is suitable for you unless the
      salesperson is registered. The salesperson is the person who meets with,
      or provides information to, you about making this investment. To check
      whether the salesperson is registered, go to www.aretheyregistered.ca. 	



Page 28 






	3. Accredited investor status
  



	You must meet at least one of the following criteria to be able
      to make this investment. Initial the statement that applies to you. (You
      may initial more than one statement.) The person identified in section 6
      is responsible for ensuring that you meet the definition of accredited
      investor. That person, or the salesperson identified in section 5, can
      help you if you have questions about whether you meet these criteria. 	Your

initials



	• 	Your
      net income before taxes was more than $200,000 in each of the 2 most
      recent calendar years, and you expect it to be more than $200,000 in the
      current calendar year. (You can find your net income before taxes on your
      personal income tax return.) 	  
	• 	Your
      net income before taxes combined with your spouse’s was more than $300,000
      in each of the 2 most recent calendar years, and you expect your combined
      net income before taxes to be more than $300,000 in the current calendar
      year. 	  
	• 	Either
      alone or with your spouse, you own more than $1 million in cash and
      securities, after subtracting any debt related to the cash and securities.
    	  
	• 	Either
      alone or with your spouse, you have net assets worth more than $5 million.
      (Your net assets are your total assets (including real estate) minus your
      total debt.) 	  




	4. Your name and signature 
	By signing this form, you confirm that you have read this form
      and you understand the risks of making this investment as identified in
      this form. 
	First and last name (please print): 




	Signature: 	Date: 




	SECTION 5 TO BE COMPLETED BY THE SALESPERSON 
	5. Salesperson information 
	
      [Instruction: The salesperson is the person who meets
      with, or provides information to, the purchaser with respect to
      making this investment. That could include a representative of the
      issuer or selling security holder, a registrant or a person who is
      exempt from the registration requirement.]  

	
      First and last name of salesperson (please print):
  





	Telephone: 	Email: 




	Name of firm (if registered): 
	SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY
      HOLDER 
	6. For more information about this investment 
	For investment in a non-investment fund 
	The Alkaline Water Company Inc. 
	14646 N. Kierland Blvd., Suite 255 
	Scottsdale, AZ 85254 
	Telephone: 480.656.2423 (Attn: Richard A. Wright) 
	Email: ricky@wtfcpa.com 
	For more information about prospectus exemptions, contact
      your local securities regulator. You can find contact information
      at www.securities-administrators.ca.
      







EXHIBIT B 

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE

	TO: 	THE ALKALINE WATER COMPANY
      INC. (the “Issuer”) 
	 	 
	RE: 	Purchase of units (the
      “Units”) of the Issuer 
	 	 


Capitalized terms used in this U.S. Questionnaire (this
“Questionnaire”) and not specifically defined have the meaning ascribed
to them in the Private Placement Subscription Agreement (the “Subscription
Agreement”) between the undersigned, or if the undersigned is purchasing the
Units as agent on behalf of a disclosed beneficial subscriber, such beneficial
subscriber, as applicable (in either case, the “Subscriber”) and the
Issuer to which this Exhibit B is attached. 

This Questionnaire applies only to persons that are U.S.
Purchasers. A “U.S. Purchaser” is: (a) any U.S. Person, (b) any person
purchasing the Units on behalf of any U.S. Person, (c) any person that receives
or received an offer of the Units while in the United States, or (d) any person
that is in the United States at the time the Subscriber’s buy order was made or
the Subscription Agreement was executed or delivered.

The Subscriber understands and agrees that none of the
Securities have been or will be registered under the 1933 Act, or applicable
state, provincial or foreign securities laws, and the Units are being offered
and sold to the Subscriber in reliance upon the exemption provided in Section
4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act for
non-public offerings. The Units or Securities are being offered and sold within
the United States only to “accredited investors” as defined in Rule 501(a) of
Regulation D. The Securities offered hereby are not transferable except in
accordance with the restrictions described herein. 

The Subscriber represents, warrants, and certifies to, and
covenants and agrees with, the Issuer (which representations, warranties,
covenants, agreements and certifications will survive the Closing), and
acknowledges that the Issuer is relying thereon, that: 

	1. 	
      it is not resident in Canada;

	 	 
	2. 	
      it has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of an
      investment in the Securities and it is able to bear the economic risk of
      loss of its entire investment;

	 	 
	3. 	
      the Issuer has provided to it the opportunity to ask
      questions and receive answers concerning the terms and conditions of the
      Offering and it has had access to such information concerning the Issuer
      as it has considered necessary or appropriate in connection with its
      investment decision to acquire the Securities;

	 	 
	4. 	
      it is acquiring the Securities for its own account, for
      investment purposes only and not with a view to any resale, distribution
      or other disposition of the Securities in violation of the United States
      securities laws;

	 	 
	5. 	
      it (a) has adequate net worth and means of providing for
      its current financial needs and possible personal contingencies, (b) has
      no need for liquidity in an investment in the Securities, and (c) is able
      to bear the economic risks of an investment in the Securities for an
      indefinite period of time;



Page 30 





	6. 	
      if the Subscriber is an individual (that is, a natural
      person and not a corporation, partnership, trust or other entity), then it
      satisfies one or more of the categories indicated below (please place an
      “X” on the appropriate lines):




	 	________	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, exceeds US$1,000,000. For purposes of
      this category, “net worth” means the excess of total assets at fair market
      value (including personal and real property, but excluding the estimated
      fair market value of a person’s primary home) over total liabilities.
      Total liabilities excludes any mortgage on the primary home in an amount
      of up to the home’s estimated fair market value as long as the mortgage
      was incurred more than 60 days before the Units are purchased, but
      includes (a) any mortgage amount in excess of the home’s fair market value
      and (b) any mortgage amount that was borrowed during the 60 day period
      before the Closing Date for the purpose of investing in the Units,
  

	 	 	     
	 	________ 	
      a natural person who had an individual income in excess
      of US$200,000 in each of the two most recent years, or joint income with
      their spouse in excess of US$300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year, or 

	 	 	     
	 	________	
      a director or executive officer of the Issuer;
  




	7. 	
      if the Subscriber is a corporation, partnership, trust or
      other entity), then it satisfies one or more of the categories indicated
      below (please place an “X” on the appropriate
lines):




	 	________	
      an organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a
      Massachusetts or similar business trust or partnership, not formed for the
      specific purpose of acquiring the Units, with total assets in excess of
      US$5,000,000, 

	 	 	     
	 	________	
      a private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States), 

	 	 	     
	 	________	
      a trust with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act, or 

	 	 	     
	 	________	
      an entity in which all of the equity owners satisfy the
      requirements of one or more of the categories set forth in Section 6 of
      this Questionnaire; 




	8. 	
      it has not purchased the Securities 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, internet,
      television or other form of telecommunications, or any seminar or meeting
      whose attendees have been invited by general solicitation or general
      advertising;

	 	 
	9. 	
      if the Subscriber decides to offer, sell or otherwise
      transfer any of the Securities, it will not offer, sell or otherwise
      transfer any of such Securities, directly or indirectly,
  unless:




	 	(a) 	
      the sale is to the Issuer,



Page 31 





	 	(b) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      1933 Act and in compliance with applicable local laws and regulations in
      which such sale is made;

	 	 	 
	 	(c) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the 1933 Act provided by Rule 144
      thereunder and in accordance with any applicable state securities or “blue
      sky” laws, or

	 	 	 
	 	(d) 	
      the Securities are sold in a transaction that does not
      require registration under the 1933 Act or any applicable state laws and
      regulations governing the offer and sale of securities, and

	 	 	 
	 	(e) 	
      it has, prior to such sale pursuant to subsection (c) or
      (d), furnished to the Issuer an opinion of counsel of recognized standing
      reasonably satisfactory to the Issuer, to such
effect;




	10. 	
      it understands and acknowledges that, upon the issuance
      thereof, and until such time as the same is no longer required under the
      applicable requirements of the 1933 Act or applicable U.S. state laws and
      regulations, the certificates representing the Securities, and all
      securities issued in exchange therefor or in substitution thereof, will
      bear a legend (in addition to the legends required by Canadian securities
      laws and the TSX Venture Exchange) in substantially the following
    form:



“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE ALKALINE WATER COMPANY INC. (THE
“ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE
904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF
PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL
OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH
EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN
SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” 

Delivery of certificates bearing such a
legend may not constitute “good delivery” in settlement of transactions on
Canadian stock exchanges or over-the-counter markets. If the Issuer is a
“foreign issuer” with no “substantial U.S. market interest” (all within the
meaning of Regulation S under the 1933 Act) at the time of sale, a new
certificate, which will constitute “good delivery”, will be made available to
the purchaser upon provision to the Issuer by the Subscriber of a declaration,
together with such other evidence of the availability of an exemption, as the
Issuer or its transfer agent may reasonably require. 

Certificates representing the Warrants,
and all certificates issued in exchange therefor or in substitution thereof,
will bear the following legend in substantially the following form: 

“THE SECURITIES REPRESENTED HEREBY,
AND THE SECURITIES INTO WHICH THE SECURITIES REPRESENTED HEREBY ARE EXERCISABLE,
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE EXERCISED BY
OR ON BEHALF OF A “U.S. PERSON” OR A PERSON IN THE UNITED STATES UNLESS THE
WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND
“U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”; 

Page 32 





	11. 	
      it understands and agrees that there may be material tax
      consequences to the Subscriber of an acquisition or disposition of the
      Securities. The Issuer gives no opinion and makes no representation with
      respect to the tax consequences to the Subscriber under United States,
      state, local or foreign tax law of the Subscriber’s acquisition or
      disposition of the Securities. In particular, no determination has been
      made whether the Issuer will be a “passive Foreign investment company”
      within the meaning of Section 1291 of the United States Internal
      Revenue Code;

	 	 
	12. 	
      it understands and agrees that the financial statements
      of the Issuer have been prepared in accordance with International
      Financial Reporting Standards, which differ from United States generally
      accepted accounting principles, and thus may not be comparable to
      financial statements of United States companies;

	 	 
	13. 	
      it consents to the Issuer making a notation on its
      records or giving instructions to any transfer agent of the Issuer in
      order to implement the restrictions on transfer set forth and described in
      this Questionnaire and the Subscription Agreement;

	 	 
	14. 	
      it is resident in the United States of America, its
      territories and possessions or any state of the United States or the
      District of Columbia (collectively the “United States”), is a “U.S.
      Person” as such term is defined in Regulation S or was in the United
      States at the time the Securities were offered or the Subscription
      Agreement was executed;

	 	 
	15. 	
      it understands that the Issuer has no obligation to
      register any of the Securities or to take action so as to permit sales
      pursuant to the 1933 Act (including Rule 144 thereunder); and

	 	 
	16. 	
      it understands and acknowledges that the Issuer is not
      obligated to remain a “foreign issuer”.



The Subscriber agrees that the above representations and
warranties will be true and correct both as of the execution of this
Questionnaire and as of the Closing and acknowledges that they will survive the
completion of the issue of the Units. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


Page 33 




The Subscriber acknowledges that the foregoing representations
and warranties are made by the Subscriber with the intent that they be relied
upon in determining the suitability of the Subscriber to acquire the Securities
and that this Questionnaire is incorporated into and forms part of the
Agreement. The Subscriber undertakes to immediately notify the Issuer of any
change in any statement or other information relating to the Subscriber set
forth herein which takes place prior to the Closing. 

By completing this Questionnaire, the Subscriber authorizes
the indirect collection of this information by each applicable regulatory
authority and acknowledges that such information may be made available to the
public under applicable laws.

Dated _____________________________, 2018. 

	 	X
  
	 	Signature of individual (if Subscriber is an
  
	 	individual) 
	 	 
	 	X
  
	 	Authorized signatory (if Subscriber is not an
    
	 	individual) 
	 	  
	 	 
	 	Name of Subscriber (please print) 
	 	  
	 	 
	 	Name of authorized signatory (please print)
  


Page 34 




EXHIBIT C 

RISK ACKNOWLEDGEMENT FORM

	Risk Acknowledgement under BCI 32-513 
	Registration Exemption for Trades 
	in Connection with Certain Prospectus-Exempt
      Distributions 
	 
	Name of Issuer: THE ALKALINE WATER COMPANY INC. 
	 
	Name of Seller: 
	 
	I acknowledge that 
	 
	        
      o            the
      person selling me these securities is not registered with a securities
      regulatory authority and is prohibited from telling me that this
      
                      
      investment is suitable for me; 
	 
	        
      o            the
      person selling me these securities does not act for me; 
	 
	        
      o            this
      is a risky investment and I could lose all my money; and 
	 
	        
      o            I am
      investing entirely at my own risk. 
	 
	Date 
	 
	________________________________________________________
	Signature of Subscriber 
	 
	________________________________________________________ 
	Print name of Subscriber 
	 
	________________________________________________________
	Name of salesperson acting on behalf of seller 
	 
	Sign two copies of this document. Keep one copy for your
      records. 


National Instrument 45-106 Prospectus Exemptions may
require you to sign an additional risk acknowledgement form. If you want advice
about the merits of this investment and whether these securities are a suitable
investment for you, contact a registered adviser or dealer.

Page 35 




EXHIBIT D 

FORM 4C 
CORPORATE PLACEE REGISTRATION FORM



This Form will remain on file with the Exchange and must be
completed if required under section 4(b) of Part II of Form 4B. The corporation,
trust, portfolio manager or other entity (the “Placee”) need only file it on one
time basis, and it will be referenced for all subsequent Private Placements in
which it participates. If any of the information provided in this Form changes,
the Placee must notify the Exchange prior to participating in further placements
with Exchange listed Issuers. If as a result of the Private Placement, the
Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded
that they must file a Personal Information Form (2A) or, if applicable,
Declarations, with the Exchange. 

	1. 	
      Placee Information:

	 	 	 
		(a) 	
      Name:___________________________________________________________________________________

	 	 	 
		(b) 	
      Complete
      Address:_________________________________________________________________________

	 	 	 
		(c) 	
      Jurisdiction of Incorporation or
      Creation:_________________________________________________________




	2. 	(a) 	Is the Placee purchasing
      securities as a portfolio manager: (Yes/No)?
    ____________________________



	 	(b) 	
      Is the Placee carrying on business as a portfolio manager
      outside of Canada: 
(Yes/No)? __________




	3. 	
      If the answer to 2(b) above was “Yes”, the undersigned
      certifies that:

	 	 	 
		(a) 	
      it is purchasing securities of an Issuer on behalf of
      managed accounts for which it is making the investment decision to
      purchase the securities and has full discretion to purchase or sell
      securities for such accounts without requiring the client’s express
      consent to a transaction;

	 	 	 
		(b) 	
      it carries on the business of managing the investment
      portfolios of clients through discretionary authority granted by those
      clients (a “portfolio manager” business) in ____________________
      [jurisdiction], and it is permitted by law to carry on a portfolio manager
      business in that jurisdiction;

	 	 	 
		(c) 	
      it was not created solely or primarily for the purpose of
      purchasing securities of the Issuer;

	 	 	 
		(d) 	
      the total asset value of the investment portfolios it
      manages on behalf of clients is not less than $20,000,000; and

	 	 	 
		(e) 	
      it has no reasonable grounds to believe, that any of the
      directors, senior officers and other insiders of the Issuer, and the
      persons that carry on investor relations activities for the Issuer has a
      beneficial interest in any of the managed accounts for which it is
      purchasing.



Page 36 





	4. 	
      If the answer to 2(a). above was “No”, please provide the
      names and addresses of Control Persons of the
Placee:





	Name * 	City 	Province or State 	Country 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




		
      * If the Control Person is not an individual, provide the
      name of the individual that makes the investment decisions on behalf of
      the Control Person.

	 	 
	5. 	
      Acknowledgement - Personal Information and Securities
      Laws




	 	(a) 	
      “Personal Information” means any information about an
      identifiable individual, and includes information contained in sections 1,
      2 and 4, as applicable, of this Form.



The undersigned hereby acknowledges and
agrees that it has obtained the express written consent of each individual to:


	 	(i) 	
      the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and

	 	 	 
	 	(ii) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.




	 	(b) 	
      The undersigned acknowledges that it is bound by the
      provisions of applicable Securities Law, including provisions concerning
      the filing of insider reports and reports of
  acquisitions.




	Dated and certified (if applicable), acknowledged and
      agreed, at ___________________________________________on
      ___________________________, 2018. 



	 	 
	 	(Name of Purchaser - please print) 
	 	 
	 	 
	 	(Authorized Signature) 
	 	 
	 	 
	 	(Official Capacity - please print) 
	 	 
	 	 
	 	(Please print name of individual whose
      signature appears above) 


THIS IS NOT A PUBLIC DOCUMENT 

Page 37 




EXHIBIT E 

ACKNOWLEDGEMENT – PERSONAL INFORMATION

	1. 	
      TSX Venture Exchange Inc. and its affiliates, authorized
      agents, subsidiaries and divisions, including the TSX Venture Exchange
      (collectively referred to as the “Exchange”) collect Personal Information
      in certain Forms that are submitted by the individual and/or by an Issuer
      or Applicant and use it for the following
purposes:




	 	(a) 	
      to conduct background checks;

	 	 	 
	 	(b) 	
      to verify the Personal Information that has been provided
      about each individual;

	 	 	 
	 	(c) 	
      to consider the suitability of the individual to act as
      an officer, director, insider, promoter, investor relations provider or,
      as applicable, an employee or consultant, of the Issuer or
    Applicant;

	 	 	 
	 	(d) 	
      to consider the eligibility of the Issuer or Applicant to
      list on the Exchange;

	 	 	 
	 	(e) 	
      to provide disclosure to market participants as to the
      security holdings of directors, officers, other insiders and promoters of
      the Issuer, or its associates or affiliates;

	 	 	 
	 	(f) 	
      to conduct enforcement proceedings; and

	 	 	 
	 	(g) 	
      to perform other investigations as required by and to
      ensure compliance with all applicable rules, policies, rulings and
      regulations of the Exchange, securities legislation and other legal and
      regulatory requirements governing the conduct and protection of the public
      markets in Canada.



As part of this process, the Exchange
also collects additional Personal Information from other sources, including but
not limited to, securities regulatory authorities in Canada or elsewhere,
investigative, law enforcement or self-regulatory organizations, regulations
service providers and each of their subsidiaries, affiliates, regulators and
authorized agents, to ensure that the purposes set out above can be
accomplished. 

The Personal Information the Exchange
collects may also be disclosed: 

	 	(a) 	
      to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and

	 	 	 
	 	(b) 	
      on the Exchange’s website or through printed materials
      published by or pursuant to the directions of the
  Exchange.




		
      The Exchange may from time to time use third parties to
      process information and/or provide other administrative services. In this
      regard, the Exchange may share the information with such third party
      service providers.

	 	 
	2. 	
      The Commissions may indirectly collect the Personal
      Information under the authority granted to them by securities legislation.
      The Personal Information is being collected for the purposes of
  the administration and enforcement of the
securities legislation of the jurisdiction of each such Commission. 



Page 38 




For questions about the collection of Personal Information by
the British Columbia Securities Commission, please contact the Administrative
Assistant to the Director of Corporate Finance, 12th Floor, 701 West Georgia
Street, Box 10142, Vancouver, BC V7Y 1L2, phone: (604) 899-6854. 

Page 39 




EXHIBIT F 

US DOLLAR WIRE INSTRUCTIONS 

INSTRUCTIONS FOR WIRING FUNDS TO CLARK WILSON LLP 

DO NOT DIRECT DEPOSIT


	BENEFICIARY: 	CLARK WILSON LLP 
	  	900-885 WEST GEORGIA STREET 
	  	VANCOUVER, BRITISH COLUMBIA 
	  	CANADA V6C 3H1 
	  	 
	BENEFICIARY
      BANK: 	BMO
      BANK OF MONTREAL 
	  	595 BURRARD STREET 
	  	VANCOUVER, BRITISH COLUMBIA 
	  	CANADA V7X 1L7 
	  	 
	SWIFT CODE:
    	                 BOFMCAM2 
	BENEFICIARY
      ACCOUNT NUMBER: 	                 4648326 
	BANK TRANSIT
      NUMBER: 	                 00040 
	BANK CODE: 	                 001 
	  	 
	INTERMEDIARY
      BANK: 	WELLS FARGO BANK N.A. 
	  	(fka Wachovia Bank) 
	SWIFT CODE:
    	PNBPUS3NNYC 
	FEDWIRE ABA NUMBER: 	026005092 



IMPORTANT Instructions for Sending
Party: 

	Quote Clark Wilson LLP File No. 40610/0001-VZH 


PLEASE ENSURE THAT APPLICABLE WIRE FUNDS FOR YOUR BANK
AND $25.00 
FOR THE RECEIVING BANK’S WIRE CHARGES ARE ADDED TO YOUR
WIRED 
SUBSCRIPTION AMOUNT. 


Page 40 




EXHIBIT F 

SELLING STOCKHOLDER QUESTIONNAIRE 

THE ALKALINE WATER COMPANY INC. 
14646 N. Kierland
Blvd., Suite 255 
Scottsdale, AZ 85254 


Ladies and Gentlemen: 

      
     The undersigned acknowledges that the undersigned
is a beneficial owner of securities of The Alkaline Water Company Inc. (the
“Company”). The undersigned understands that the undersigned will be
named as a selling stockholder in the prospectus that forms a part of the
Company’s Registration Statement on Form S-1 (the “Registration
Statement”). The Registration Statement registers for resale under the
Securities Act of 1933, as amended (the “Securities Act”), the securities
the undersigned beneficially owns that are disclosed in response to Question
5(b) of this Selling Stockholder Questionnaire (the “Registrable
Securities”). The Company will use the information that the undersigned
provides in this Selling Stockholder Questionnaire (this “Questionnaire”)
to ensure the accuracy of the Registration Statement and the prospectus. 

            Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus. Accordingly, holders and
beneficial owners of securities to be registered under the Registration
Statement are advised to consult their own securities counsel regarding the
consequences of being named or not being named as a selling securityholder in
the Registration Statement and the related prospectus. 

            The
undersigned acknowledges that by completing, dating, executing and returning
this Questionnaire to the Company, the undersigned is giving written notice to
the Company of its desire to have the securities disclosed in response to
Question 5(b) of this Questionnaire included in the Registration Statement. 

		
      Please answer every question.

	 	 
		
      If the answer to any question is “none” or “not
      applicable,” please so state.

	 	 
	1. 	
      Name. Type or print the full legal name of the
      selling securityholder.

	 	 
	 	 
	 	 
	2. 	
      Contact Information. Provide the address,
      telephone number, fax number and email address of the selling
      securityholder.




	 	Address: 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Phone: 	 	 
	 	 	 	 
	 	Fax: 	 	 
	 	 	 	 
	 	Email: 	 	 


Page 41 





	3. 	
      Relationship with the Company. Describe the nature
      of any position, office or other material relationship the selling
      securityholder has had with the Company or any of its affiliates (e.g.,
      directors, executive officers or 10% or more stockholders of the Company)
      during the past three years.

	 	 
	 	 
	 	 
	 	 
	 	 
	4. 	
      Organizational Structure. Please indicate or (if
      applicable) describe how the selling securityholder is
  organized.




	 	Is the selling securityholder a natural
      person? 	____Yes 	____No 
	 	 	 	 
	 	(If so, please mark the box and skip to
      Question 5.) 	  	  
	 	  	  	  
	 	Is the selling securityholder a reporting
      company 	____Yes 	____No 
	 	under the Securities Exchange Act of 1934, as
    	  	  
	 	amended (the “Exchange Act”)? 	  	  
	 	 	 	 
	 	(If so, please mark the box and skip to
      Question 5.) 	  	  
	 	  	  	  
	 	Is the selling securityholder a
      majority-owned 	____Yes 	____No 
	 	subsidiary of a reporting company under the
    	  	  
	 	Exchange Act? 	  	  
	 	 	 	 
	 	(If so, please mark the box and skip to
      Question 5.) 	  	  
	 	  	  	  
	 	Is the selling securityholder a registered
      investment 	____Yes 	____No 
	 	company under the Investment Company Act of
    	  	  
	 	1940? 	  	  
	 	 	 	 
	 	(If so, please mark the box and skip to
      Question 5.) 	  	  


If the answer to all of the foregoing
questions is “no,” please describe: (i) the exact legal description of the
selling securityholder (e.g., corporation, partnership, limited liability
company, etc.); (ii) whether the legal entity so described is managed by another
entity and the exact legal description of such entity (repeat this step until
the last entity described is managed by a person or persons, each of whom is
described in any one of (a) through (d) above); (iii) the names of each person
or persons having voting and investment control over the Company’s securities
that the entity owns (e.g., director(s), general partner(s), managing member(s),
etc.).

	 	(a) 	
      Legal Description of Entity:

	 	 	 
	 	 	 


Page 42 





	 	(b) 	
      Name of Entit(ies)/(y) Managing Such Entity (if
      any):

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(c) 	
      Name of Entit(ies)/(y) Managing such Entit(ies)/(y)
      (if any):

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(d) 	
      Name(s) of Natural Person(s) Having Voting or
      Investment Control Over the Shares Held by such
  Entit(ies)/(y):

	 	 	 
	 	 	 



	5. 	
      Ownership of the Company’s Securities. This
      question covers beneficial ownership of the Company’s securities. Please
      consult Appendix A to this Questionnaire for information as
      to the meaning of “beneficial ownership.” State (a) the number of shares
      of the Company’s common stock (including any shares issuable upon exercise
      of warrants or other convertible securities) that the selling
      securityholder beneficially owned as of the date this Questionnaire is
      signed and (b) the number of such shares of the Company’s common stock
      that the selling securityholder wishes to have registered for resale in
      the Registration Statement:




	 	(a) 	
      Number of shares of common stock, convertible
      debentures, warrants and other equity securities or convertible securities
      owned:

	 	 	 
	 	 	 
	 	 	 
	 	(b) 	
      Number of shares of common stock and shares of common
      stock underlying convertible debentures, warrants and other equity
      securities or convertible securities owned to be registered for resale in
      the Registration Statement:

	 	 	 
	 	 	 



	6. 	
      Acquisition of Shares. If the selling
      securityholder did not acquire the securities to be sold directly from the
      Company please describe below the manner in which the securities were
      acquired including, but not limited to, the date, the name and address of
      the seller(s), the purchase price and pursuant to which documents (the
      “Acquisition Documents”) and please forward such documents as
      provided below.

	 	 
	 	 
	 	 
	 	 
	 	 
	7. 	
      Broker-Dealer Status.




	 	(a) 	Is the selling securityholder a
      broker-dealer? 	____Yes 	____No 


Page 43 





	 	(b) 	If the answer to Section 7(a) is
      “yes,” did the 	____Yes 	____No 
	 	  	selling securityholder receive
      the Registrable 	  	  
	 	  	Securities as compensation for
      investment 	  	  
	 	  	banking services to the Company?
    	  	  
	 	  	  	  	  
	 	  	Note: If the answer to 7(b) is
      “no,” SEC 	  	  
	 	  	guidance has indicated that the
      selling 	  	  
	 	  	securityholder should be
      identified as an 	  	  
	 	  	underwriter in the Registration
      Statement. 	  	  
	 	  	  	  	  
	 	  	  	  	  
	 	(c) 	Is the selling securityholder an
      affiliate of a 	____Yes 	____No 
	 	  	broker-dealer? 	  	  
	 	  	  	  	  
	 	  	  	  	  
	 	(d) 	If the selling securityholder is
      an affiliate of a 	____Yes 	____No 
	 	  	broker-dealer, does the selling
      securityholder 	  	  
	 	  	certify that it purchased the
      Registrable 	  	  
	 	  	Securities in the ordinary course
      of business, 	  	  
	 	  	and at the time of the purchase
      of the 	  	  
	 	  	Registrable Securities to be
      resold, the selling 	  	  
	 	  	securityholder had no agreements
      or 	  	  
	 	  	understandings, directly or
      indirectly, with any 	  	  
	 	  	person to distribute the
      Registrable Securities? 	  	  
	 	  	  	  	  
	 	  	Note: If the answer to 7(d) is
      “no,” SEC 	  	  
	 	  	guidance has indicated that the
      selling 	  	  
	 	  	securityholder should be
      identified as an 	  	  
	 	  	underwriter in the Registration
      Statement. 	  	  



	8. 	
      Plan of Distribution. The undersigned has reviewed
      the proposed “Plan of Distribution” as set forth in Appendix B
      to this Questionnaire and agrees that the statements contained
      therein reflect its intended method(s) of distribution or, to the extent
      these statements are inaccurate or incomplete, the undersigned has
      communicated in writing to one of the parties listed above its signature
      any changes to the proposed “Plan of Distribution” that are required to
      make these statements accurate and complete. The undersigned acknowledges
      and agrees that the Company may make changes to the “Plan of Distribution”
      to address any comments from the Securities and Exchange Commission or may
      make any other changes necessary or advisable upon consultation with its
      counsel.

	 	 
		
      ________(Please insert an “X” to the left if you
      have made any changes)

	 	 
	9. 	
      Legal Proceedings with the Company. Is the Company
      a party to any pending legal proceeding in which the selling
      securityholder is named as an adverse party?

	 	 
		
      ___
      Yes                     
      ___ No



State any exceptions here: 

Page 44 





	 	 
	 	 
	 	 
	 	 
	10. 	
      Reliance on Responses. The undersigned
      acknowledges and agrees that the Company and its legal counsel shall be
      entitled to rely on its responses in this Questionnaire in all matters
      pertaining to the Registration Statement and the sale of any Registrable
      Securities pursuant to the Registration Statement.

	 	 
		
      The undersigned hereby acknowledges and is advised of the
      SEC’s Compliance and Disclosure Interpretation 239.10 regarding short
      selling:

	 	 
		
      “An Issuer filed a Form S-3 registration statement for
      a secondary offering of common stock which is not yet effective. One of
      the selling shareholders wanted to do a short sale of common stock
      “against the box” and cover the short sale with registered shares after
      the effective date. The issuer was advised that the short sale could not
      be made before the registration statement become effective, because the
      shares underlying the short sale are deemed to be sold at the time such
      sale is made. There would, therefore, be a violation of Section 5 if the
      shares were effectively sold prior to the effective date.”

	 	 
		
      By returning this Questionnaire, the undersigned will be
      deemed to be aware of the foregoing interpretation.

	 	 
		
      If the Company is required to file a new or additional
      registration statement to register Registrable Securities beneficially
      owned by the selling securityholder, the undersigned hereby agrees to
      complete and return to the Company, upon the request of the Company, a new
      Questionnaire (in a form substantially similar to this
    Questionnaire).

	 	 
		
      If the selling securityholder transfers all or any
      portion of its Registrable Securities after the date on which the
      information in this Questionnaire is provided to the Company, the
      undersigned hereby agrees to notify the transferee(s) at the time of
      transfer of its rights and obligations hereunder.

	 	 
		
      By signing below, the undersigned represents that the
      information provided herein is accurate and complete. The undersigned
      agrees to promptly notify the Company of any inaccuracies or changes in
      the information provided herein that may occur subsequent to the date
      hereof at any time while the Registration Statement remains
    effective.

	 	 
		
      By signing below, the undersigned consents to the
      disclosure of the information contained herein and the inclusion of such
      information in the Registration Statement and the related prospectus and
      any amendments or supplements thereto. The undersigned understands that
      such information will be relied upon by the Company in connection with the
      preparation or amendment of the Registration Statement and the related
      prospectus.



[SIGNATURE PAGE FOLLOWS] 

Page 45 




IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent. 

	Dated: ______________________________	Beneficial Owner: 
	 	 
	 	_________________________________
	 	 
	  	By: ______________________________ 
	  	[Name:] 
	  	[Title:] 


AS SOON AS POSSIBLE, PLEASE EMAIL OR FAX A COPY OF THE
COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: 

The Alkaline Water Company Inc. 

Attn: Virgil Hlus
Fax: 1-604-687-6314

E-mail: vhlus@cwilson.com 


Page 46