Global Lines Inc.: Exhibit 10.3 - Filed by newsfilecorp.com





THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN ISSUED IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). 

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 
(NON-U.S. AND
INTERNATIONAL SUBSCRIBERS)

	TO: 	ALKALINE 84, LLC (the “Company”), having
    an address at 14301 N. 87th Street, Suite 301, Scottsdale, Arizona 85260    
		
	 	 
	AND TO: 	GLOBAL LINES INC. (“Global”), having and
      address at 16400 Collins Avenue, Unit 2142, Sunny Isles Beach, Florida
      33160 


PURCHASE OF NOTES

1.            Subscription

1.1           On the basis of the representations and warranties and
subject to the terms and conditions set forth in this subscription agreement
(this “Agreement”), the undersigned (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase a note of the Company, in the
form attached hereto as Exhibit “A” (the “Note”), in the aggregate
principal amount of $25,000 (such subscription and agreement to purchase being
the “Subscription”), for the aggregate purchase price of $25,000 (the
“Subscription Amount”), which is tendered herewith.

1.2           The Note bears interest at 10% per annum which is payable
on Maturity (as defined herein). In the event that the acquisition of the
Company by Global is not completed on or before April 17, 2013, the principal
amount of the Note plus any accrued and unpaid interest thereon will be due and
payable on April 30, 2013. The Note will be secured by a General Security
Agreement to be executed by the Company in favour of the Subscriber.

1.3           The Company hereby agrees to sell the Note to the
Subscriber on the basis of the representations and warranties and subject to the
terms and conditions set forth in this Agreement. Subject to the terms of this
Agreement, the Agreement will be effective upon its acceptance by the Company
and Global.

1.4           Upon completion of the acquisition of the Company by
Global, the Note will become convertible into units (each, a “Unit”) of
Global at the price of $0.40 per Unit. Each Unit will consist of one common
share (each, a “Share”), one share purchase warrant (each, a “First
Warrant”) and one-half of one share purchase warrant (each whole warrant, a
“Second Warrant”). The First Warrant will entitle the Subscriber to
purchase, for a period of two years from issuance, one additional Share at an
exercise price of $0.50 per Share and each whole Second Warrant will entitle the
Subscriber to purchase, for a period of two years from issuance, one additional
Share at an exercise price of $0.60 per Share. The Units, Shares, the First
Warrants, the Second Warrants, and the Shares issuable upon exercise of the
First Warrants and the Second Warrants are collectively herein referred to as
the “Securities”.




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1.5           Unless otherwise provided, all dollar amounts referred to
in this Agreement are in lawful money of the United States.

2.            Payment

2.1           The Subscription Amount must accompany this Subscription
and shall be paid in accordance with the Note.

3.            Deliveries Required and Related
Matters

3.1           The Subscriber must complete, sign and return to the
Company the following deliveries on or prior to the Closing (as defined
herein):

	 	(a) 	
      the Subscription Amount, payable by bank draft, certified
      check or wire transfer;

	 	 	 
	 	(b) 	
      an executed copy of this Agreement; and

	 	 	 
	 	(c) 	
      such other supporting documentation that the Company or
      its legal counsel may reasonably request.



3.2           The Subscriber must complete, sign and return to Global the
following deliveries on or prior to the Closing (as defined herein):

	 	(a) 	
      an executed copy of this Agreement; and

	 	 	 
	 	(b) 	
      such other supporting documentation that Global or its
      legal counsel may reasonably request.



3.3           The Company must complete, sign and return to the
Subscriber the following deliveries on the Closing (as defined herein):

	 	(a) 	
      an executed copy of this Agreement;

	 	 	 
	 	(b) 	
      an executed copy of the General Security Agreement
      entered into between the Subscriber and the Company which secures the
      obligations of the Company under the Note; and

	 	 	 
	 	(c) 	
      an executed certificate evidencing the
  Note.



3.4           Global must complete, sign and return to the Subscriber on
the Closing (as defined herein) an executed copy of this Agreement.

3.5           All parties to this Agreement acknowledge and agree that
Clark Wilson LLP has acted as counsel only to Global and is not protecting the
rights and interests of the Subscriber or the Company. The Subscriber and the
Company each acknowledges and agrees that Global and Clark Wilson LLP have given
each of the Subscriber and the Company the opportunity to seek, and are hereby
recommending that the Subscriber and the Company each obtain, independent legal
advice with respect to the subject matter of this Agreement and, further, the
Subscriber and the Company each hereby represents and warrants to Global and
Clark Wilson LLP that the Subscriber has sought independent legal advice or
waives such advice. 

4.            Conditions and Closing

4.1           The closing of the sale of the Note to the Subscriber (the
“Closing”) shall occur on or before April 17, 2013, or on such other date
as may be determined by the Company in its sole discretion (the “Closing
Date”).




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4.2           On the Closing Date, the Subscriber acknowledges that the
certificate representing the Note will be available for delivery, provided that
the Subscriber has satisfied the requirements of Section 3 hereof and the
Company has accepted this Agreement.

5.            Acknowledgements and Agreements of
Subscriber

5.1           The Subscriber acknowledges and agrees with the Company and
Global, as applicable, that:

	 	(a) 	
      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 U.S. Persons,
      as that term is defined in Regulation S under the 1933 Act (“Regulation
      S”), except in accordance with the provisions of 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) 	
      Global has not undertaken, and will have no obligation,
      to register any of the Securities under the 1933 Act or any other
      securities legislation;

	 	 	 
	 	(c) 	
      the decision to acquire the Securities will not be based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of Global and such decision will be based entirely upon a review
      of any public information (the “Public Record”) which has been
      filed by Global with the United States Securities and Exchange Commission
      (the “SEC”);

	 	 	 
	 	(d) 	
      the Subscriber understands and agrees that Global and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Agreement, and the Subscriber agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached, the Subscriber shall promptly notify Global and the Subscriber
      will hold harmless the Company and Global from any loss or damage it or
      they may suffer as a result of the Subscriber’s failure to correctly
      complete this Agreement;

	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber’s advisor(s) will have
      a reasonable opportunity to ask questions of and receive answers from
      Global 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 Global;

	 	 	 
	 	(f) 	
      the books and records of Global will be 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 will be made
      available for inspection by the Subscriber, the Subscriber’s lawyer and/or
      advisor(s);

	 	 	 
	 	(g) 	
      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 Global
      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;




	 	(h) 	
      the Subscriber understands and agrees that there may be
      material tax consequences to the Subscriber of an acquisition or
      disposition of the Securities. Global gives no opinion and make
  no representation with respect to the tax consequences to
      the Subscriber under federal, state, provincial, local or foreign tax law
      of the Subscriber’s acquisition or disposition of the
Securities;







- 4 -

	 	(i) 	
      neither the SEC nor any securities commission or similar
      regulatory authority has reviewed or passed on the merits of any of the
      Securities;

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

	 	 	 
	 	(k) 	
      Global 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 applicable laws.



6.            Representations, Warranties and Covenants of
the Subscriber

6.1           The Subscriber hereby represents and warrants to and
covenants with the Company and Global (which representations, warranties and
covenants shall survive the Closing), as at the time of Closing and as of the
date of the acquisition of any Securities, that:

	 	(a) 	
      the Subscriber is not a U.S. Person and is executing this
      Agreement outside of the U.S.;

	 	 	 
	 	(b) 	
      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;

	 	 	 
	 	(c) 	
      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;

	 	 	 
	 	(d) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber in accordance with its
      terms;

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

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

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

	 	 	 
	 	(h) 	
      the Subscriber will be purchasing the Securities for its
      own account for investment purposes only and not for the account of any
      other person and not for distribution, assignment or resale to others, and
      no other person has a direct or indirect beneficial interest is such
      Securities, and the Subscriber has not subdivided his interest in the
      Securities with any other person;

	 	 	 
	 	(i) 	
      the Subscriber (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Securities; and (iii) has the ability to bear the
      economic risks of its prospective investment and can afford the complete
      loss of such investment;







- 5 -

	 	(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
      or any of them;

	 	 	 	 
	 	(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;

	 	 	 	 
	 	(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;

	 	 	 	 
	 	(m) 	
      the Subscriber understands and agrees that none of the
      Securities have been registered under the 1933 Act, or under any state
      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 U.S. Persons except in accordance with the
      provisions of 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;

	 	 	 	 
	 	(n) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of the period
      specified in Regulation S (such period hereinafter referred to as the
      “Distribution Compliance Period”) shall only be made in compliance
      with the safe harbor provisions set forth in Regulation S, pursuant to the
      registration provisions of the 1933 Act or an exemption therefrom, and
      that all offers and sales after the Distribution Compliance Period shall
      be made only in compliance with the registration provisions of the 1933
      Act or an exemption therefrom and in each case only in accordance with
      applicable state and provincial securities laws;

	 	 	 	 
	 	(o) 	
      the Subscriber acknowledges that it has not acquired the
      Securities as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 	 
	 	(p) 	
      hedging transactions involving the Securities may not be
      conducted unless such transactions are in compliance with the provisions
      of the 1933 Act and in each case only in accordance with applicable
      securities laws;

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

	 	 	 	 
	 	(r) 	
      the Subscriber will be purchasing the Securities pursuant
      to exemptions from prospectus or equivalent requirements under applicable
      laws or, if such is not applicable, the Subscriber
is permitted to purchase the Securities under the applicable
      laws of the securities regulators in the International Jurisdiction
  without the need to rely on any exemptions;







- 6 -

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

	 	 	 	 
	 	(t) 	
      the purchase of the Securities by the Subscriber does not
      trigger:

	 	 	 	 
	 		(i) 	
      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

	 	 	 	 
	 		(ii) 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction; and

	 	 	 	 
	 	(u) 	
      the Subscriber will, if requested by Global, deliver to
      Global, a certificate or opinion of local counsel from the International
      Jurisdiction which will confirm the matters referred to in subparagraphs
      (r), (s) and (t) above to the satisfaction of Global,, acting
      reasonably.



6.2           In this Agreement, the term “U.S. Person” shall have
the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and
for the purpose of the Agreement includes any person in the United States.

7.            Representations and Warranties will be Relied
Upon by the Company and Global

7.1           The Subscriber acknowledges 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 Company, Global and its
respective legal counsel in determining the Subscriber’s eligibility to purchase
the Note and the Securities under applicable legislation.

8.            Legending and Registration of
Securities

8.1           The Subscriber hereby acknowledges that upon the issuance
thereof, and until such time as the same is no longer required under the
applicable securities laws and regulations, the certificates or other document
representing any of the Securities will bear a legend in substantially the
following form:

“THE SECURITIES
REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). 

NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN 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 SECURITIES LAWS.”




- 7 -

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

9.            Resale Restrictions

9.1           The Subscriber acknowledges that the Securities are subject
to resale restrictions the United States and may not be traded except as
permitted by the applicable federal, state and foreign securities laws and the
rules made thereunder.

10.          Costs

10.1         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
Securities shall be borne by the Subscriber.

11.          Governing Law

11.1         This Agreement is governed by the laws of the State of
Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the courts of the State of
Nevada.

12.          Survival

12.1         This Agreement, including, without limitation, the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Securities by the
Subscriber pursuant hereto.

13.          Assignment

13.1         This Agreement is not transferable or assignable.

14.          Severability

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

15.          Entire Agreement

15.1         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 Securities and
there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the Company or
by anyone else.

16.          Notices

16.1         All notices and other communications hereunder shall be in
writing and shall 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 shall be directed to the address of the Subscriber set
forth on page 9 of this Agreement and notices to the Company or Global shall be
directed to them at the respective addresses set forth on page 1 of this
Agreement.




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17.          Counterparts and Electronic Means

17.1         This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Agreement by electronic facsimile 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 date hereinafter
set forth.

18.          Exhibits

18.1         The exhibits attached hereto form part of this
Agreement.

19.          Indemnity

19.1         The Subscriber will indemnify and hold harmless the
Company and Global and, where applicable, their respective 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 or in any document furnished by the Subscriber to the Company or
Global 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 Company or Global in connection therewith.




- 9 -

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company and
Global.

	  Subscriber
    Information 	 
	
  Bank
    Gutenberg AG 	 
	  (Name of
    Subscriber) 	 
	
  Account
    Reference (if applicable): 	 
	
  X 	 
	  (Signature of
    Subscriber – if the Subscriber is an Individual) 	 
	
  X /s/
    Signed 	 
	  (Signature of
    Authorized Signatory – if the Subscriber is not an 	 
	  Individual)
    
	 
	  (Name and
    Title of Authorized Signatory – if the Subscriber is not an 	 
	  Individual)
    
 	 
	  (SIN, SSN, or
      other Tax Identification Number of the Subscriber) 
 	 
	  (Subscriber’s
      Address, including city and Postal Code) 	 
	  	 
	 	 
	  (Telephone
      Number) 	 






ACCEPTANCE

The Company and Global hereby accept the subscription as set
forth above on the terms and conditions contained in this Private Placement
Subscription Agreement as of the 17th day of April, 2013.

	ALKALINE 84, LLC 

 	 
	Per: 	/s/
      Signed 	 
	  	Authorized Signatory 	 
	

GLOBAL LINES INC.


 	 
	Per: 	/s/
      Signed 	 
	  	Authorized Signatory 	 






EXHIBIT “A”

FORM OF NOTE

[see attached]





THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO
WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").


NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S.
PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THIS
SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

Issue Date: April 17, 2013

U.S. $25,000

10% NOTE

FOR VALUE RECEIVED, ALKALINE 84, LLC (the
“Company”) promises to pay to BANK GUTENBERG AG or its registered
assigns (the “Holder”), the principal sum of TWENTY-FIVE THOUSAND
DOLLARS ($25,000) in lawful currency of the United States (the “Principal
Amount”) on April 30, 2013 or such earlier date as the Note may be permitted
to be repaid as provided hereunder (the “Maturity Date”), and to pay
interest to the Holder on the aggregate outstanding principal amount of this
Note at rate of 10% per annum, subject to S10ection 3.1 below, payable on the
Maturity Date (except that, if any such date is not a Business Day, then such
payment shall be due on the next succeeding Business Day) in cash, subject to
the right of the Holder to convert the Principal Amount (plus any accrued and
unpaid interest thereon) as provided for in the Subscription Agreement (as
defined herein). Interest shall be calculated on the basis of a 360-day year and
shall accrue daily commencing on the Issue Date until payment in full of the
Principal Amount, together with all accrued and unpaid interest and other
amounts which may become due hereunder, has been made. The Company may prepay
any portion of the Principal Amount (together with accrued and unpaid interest
thereon) without the prior written consent of the Holder subject to the
prepayment terms and conditions set out in Section 4 hereto.

This Note is subject to the following additional
provisions:

1.            Subscription Agreement

This Note has been issued pursuant to the Subscription
Agreement pursuant to which the Holder purchased this Note, and this Note is
subject in all respects to the terms of the Subscription Agreement and
incorporates the terms of the Subscription Agreement to the extent that they do
not conflict with the terms of this Note. This Note may not be transferred or
exchanged.

2.            Events of Default

2.1           “Event of Default”, wherever used herein, means any
one of the following events (whatever the reason and whether it shall be
voluntary or involuntary or effected by operation of law or pursuant to any
judgment, decree or order of any court, or any order, rule or regulation of any
administrative or governmental body):




- 2 -

	 	(a) 	
      any default in the payment of the Principal Amount of
      this Note when the same becomes due hereunder or thereunder, or if the
      Company makes default in the observance or performance of something
      required to be done or some covenant or condition required to be observed
      or performed in this Note, the Subscription Agreement or the General
      Security Agreement and, if such default is capable of being cured by the
      Company, the same is not cured within 15 calendar days (or, if such
      default is capable of being cured by the Company but not within such
      period of time and the Company has commenced taking action to cure such
      default within such period of time and diligently and in good faith
      continues taking such action, such greater period of time, not exceeding
      an additional 15 calendar days as may be necessary to cure such default);
      and

	 	 	 
	 	(b) 	
      the Company shall commence, or there shall be commenced
      against the Company a case under any applicable bankruptcy or insolvency
      laws as now or hereafter in effect or any successor thereto, or the
      Company commences any other proceeding under any reorganization,
      arrangement, adjustment of debt, relief of debtors, dissolution,
      insolvency or liquidation or similar law of any jurisdiction whether now
      or hereafter in effect relating to the Company or there is commenced
      against the Company any such bankruptcy, insolvency or other proceeding
      which remains undismissed for a period of 60 days; or the Company is
      adjudicated insolvent or bankrupt; or any order of relief or other order
      approving any such case or proceeding is entered; or the Company suffers
      any appointment of any custodian or the like for it or any substantial
      part of its property which continues undischarged or unstayed for a period
      of 60 days; or the Company makes a general assignment for the benefit of
      creditors; or the Company shall fail to pay, or shall state that it is
      unable to pay, or shall be unable to pay, its debts generally as they
      become due; or the Company shall call a meeting of its creditors with a
      view to arranging a composition, adjustment or restructuring of its debts;
      or the Company shall by any act or failure to act expressly indicate its
      consent to, approval of or acquiescence in any of the foregoing; or any
      corporate or other action is taken by the Company for the purpose of
      effecting any of the foregoing.



2.2           If any Event of Default occurs, subject to any cure period,
the full Principal Amount, together with interest and other amounts owing in
respect thereof to the date of acceleration shall become, at the Holder’s
election, immediately due and payable in cash. Upon payment of the full
Principal Amount, together with interest and other amounts owing in respect
thereof, in accordance herewith, this Note shall promptly be surrendered to or
as directed by the Company. The Holder need not provide and the Company hereby
waives any presentment, demand, protest or other notice of any kind, and the
Holder may immediately and without expiration of any grace period enforce any
and all of its rights and remedies hereunder and all other remedies available to
it under applicable law. Such declaration may be rescinded and annulled by the
Holder at any time prior to payment hereunder and the Holder shall have all
rights until such time, if any, as the full payment under this Section 2.2 shall
have been received by it. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon.

3.            Security

As security for the obligations of the Company to the Holder
pursuant to this Note, the Company has entered into the General Security
Agreement for the benefit of the Holder.

4.            Prepayment

The Company may, from time to time at its option, upon ten (10)
days’ prior written notice (a “Prepayment Notice”) to the Holder, prepay
(each a “Prepayment”) all or part of this Note (with all accrued and
unpaid interest thereon) prior to the Maturity Date (the “Outstanding
Principal”). The Prepayment (less any tax required to be withheld by the
Company) shall be paid by cheque or by such other reasonable means as the
Company deems desirable. The mailing of such cheque from the Company’s
registered office, or the payment by such other reasonable means as the Company
deems desirable, on or before the prepayment date shall be deemed to be payment
on the Prepayment date unless the cheque is not paid upon presentation or
payment by such other means is not received. Notwithstanding the foregoing, the
Company shall be entitled to require at any time, and from time to time, that
the Prepayment be paid to the Holder only upon presentation and surrender of
this Note at the registered office of the Company or at any other place or places
designated by the Prepayment Notice. If only a part of the Note is to be
prepaid, a new certificate for the balance shall be issued at the expense of the
Company.




- 3 -

5.            Notices

Any and all notices or other communications or deliveries to be
provided by the Holder hereunder shall be in writing, sent by a nationally
recognized overnight courier service or by facsimile, addressed to the Company,
Attn: President at 14301 N. 87th Street, Suite 301, Scottsdale, AZ 85260,
facsimile: 480-272-7275 or such other address as the Company may specify for
such purposes by notice to the Holder delivered in accordance with this Section
5. Any and all notices or other communications or deliveries to be provided by
the Company hereunder shall be in writing and delivered personally, by
facsimile, sent by a nationally recognized overnight courier service addressed
to the Holder at the facsimile telephone number or address of such Holder
appearing on the books of the Company, or if no such facsimile telephone number
or address appears, at the address of the Holder to which this Note was
delivered. Any notice or other communication or deliveries hereunder shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section 5 prior to 5:30 p.m. (Mountain Time
Zone), (ii) the date after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section 5later than 5:30 p.m. (Mountain Time Zone) on any date
and earlier than 11:59 p.m. (Mountain Time Zone) on such date, (iii) the second
business day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.

6.            Definitions

For the purposes hereof, in addition to the terms defined
elsewhere in this Note: (i) capitalized terms not otherwise defined herein have
the meanings given to such terms in the Subscription Agreement, and (ii) the
following terms shall have the following meanings:

	 	(a) 	
      “Business Day” means any day except Saturday,
      Sunday and any day which shall be a federal legal holiday in the United
      States or a day on which banking institutions in the State of Arizona are
      authorized or required by law or other government action to
  close;

	 	 	 
	 	(b) 	
      “General Security Agreement” means the General
      Security Agreement entered into between the Holder and the Company which
      secures the obligations of the Company under this Note in favor of the
      Holders;

	 	 	 
	 	(c) 	
      “Issue Date” shall have the meaning shown on the
      first page of this Note;

	 	 	 
	 	(d) 	
      “Outstanding Principal” has the meaning set out in
      Section 4 hereto;

	 	 	 
	 	(e) 	
      “Person” means a corporation, an association, a
      partnership, organization, a business, an individual, a government or
      political subdivision thereof or a governmental agency;

	 	 	 
	 	(f) 	
      “Prepayment” has the meaning set out in Section 4
      hereto;

	 	 	 
	 	(g) 	
      “Prepayment Notice” has the meaning set out in
      Section 4 hereto; and

	 	 	 
	 	(h) 	
      “Subscription Agreement” means the Subscription
      Agreement, dated as of February 21, 2013, to which the Company, the Holder
      and Global Lines Inc. are parties, as amended, modified or supplemented
      from time to time in accordance with its terms.



7.            Replacement of Note if Lost or Destroyed

If this Note shall be mutilated, lost, stolen or destroyed, the
Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Note, or in lieu of or in substitution for a lost,
stolen or destroyed Note, a new Note for the principal amount of this Note so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of
such Note, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.




- 4 -

8.            Governing Law

All questions concerning the construction, validity,
enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of Nevada,
without regard to the principles of conflicts of law thereof.

9.            Waivers

Any waiver by the Company or the Holder of a breach of any
provision of this Note shall not operate as or be construed to be a waiver of
any other breach of such provision or of any breach of any other provision of
this Note. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be
in writing.

10.          Usury

If any provision of this Note is invalid, illegal or
unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances. If it shall be found
that any interest or other amount deemed interest due hereunder violates
applicable laws governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.
The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on this Note as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of this indenture, and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefits or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impeded
the execution of any power herein granted to the Holder, but will suffer and
permit the execution of every such as though no such law has been enacted.

11.          Next Business Day

Whenever any payment or other obligation hereunder shall be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by a duly authorized officer as of the date first above indicated.

	 	ALKALINE 84, LLC 
	 	  
	 	  
	 	  
	 	Per:            _______________________________
	 	           
             Authorized Signatory