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






THE OPTIONS REPRESENTED BY THIS AGREEMENT ARE NOT
TRANSFERABLE. NEITHER THE OPTIONS NOR THE OPTIONED SHARES THAT MAY BE ISSUED
UPON EXERCISE OF THE OPTIONS HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN OR
WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 

STOCK OPTION AGREEMENT 
(U.S. Persons) 


This AGREEMENT is entered into as of the 21st day of
May, 2014 (the “Date of Grant”). 

BETWEEN: 

THE ALKALINE WATER COMPANY
INC., a company incorporated pursuant to the laws of the State of
Nevada, with an office at 7730 E. Greenway Road, Suite 203, Scottsdale, Arizona,
85260 

(the “Company”) 

AND: 

STEVEN P. NICKOLAS, a
businessman with an address at 7730 E. Greenway Road, Suite 203, Scottsdale,
Arizona 85260 

(the “Optionee”) 

WHEREAS: 

A.           
         The Company’s board of
directors (the “Board”) has approved and adopted a 2013 Equity Incentive
Plan (the “Plan”), whereby the Board is authorized to grant stock options
to purchase shares of common stock of the Company to the directors, officers,
employees, and consultants of the Company or any Parent or Subsidiary of the
Company (as defined herein);

B.                     The
Optionee is a director and executive officer of the Company; and 

C.                     The
Company wishes to grant stock options to purchase a total of 3,000,000
Optioned Shares (as defined herein) to the Optionee, as follows: 

                                           Incentive
Stock Options (as defined herein) 

                 
X                      
Non-Qualified Stock Options (as defined herein) 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows: 

1.                     DEFINITIONS


1.1                   
In this Agreement, the following terms shall have the following meanings: 

	 	(a) 	
      “1933 Act” means the Securities Act of 1933, as
      amended;







2 

	 	(b) 	
      “Accredited Investor Questionnaire” means a
      questionnaire substantially in the form of the Accredited Investor
      Questionnaire attached to this Agreement as Schedule “B”;

	 	 	 
	 	(c) 	
      “Board” has the meaning ascribed thereto in
      Recital A of this Agreement;

	 	 	 
	 	(d) 	
      “Code” means the Internal Revenue Code of
    1986;

	 	 	 
	 	(e) 	
      “Common Stock” means the shares of common stock of
      the Company;

	 	 	 
	 	(f) 	
      “Company Information” has the meaning ascribed
      thereto in Section 5.1(c) of this Agreement;

	 	 	 
	 	(g) 	
      “Exercise Price” means $0.1455 per
share;

	 	 	 
	 	(h) 	
      “Expiry Date” means May 21, 2024;

	 	 	 
	 	(i) 	
      “Incentive Stock Options” means any Options that
      meet all the requirements under section 422 of the Code.

	 	 	 
	 	(j) 	
      “Non-Qualified Stock Options” means any Options
      that do not qualify as Incentive Stock Options and, thus, do not meet the
      requirements under section 422 of the Code.

	 	 	 
	 	(k) 	
      “Notice of Exercise” means a notice in writing
      addressed to the Company at its address first recited hereto (or such
      other address of which the Company may from time to time notify the
      Optionee in writing), substantially in the form attached as Schedule “D”
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised and which notice shall
      be accompanied by an executed copy of (i) an Accredited Investor
      Questionnaire if the Optionee is at the time of exercise an accredited
      investor or, (ii) if the Optionee is not an accredited investor at the
      time of exercise, a Prospective Investor Suitability Questionnaire showing
      that the Optionee qualifies for an exemption from the registration
      requirements imposed by the 1933 Act;

	 	 	 
	 	(l) 	
      “Options” means the right and option to purchase,
      from time to time, all, or any part of the Optioned Shares granted to the
      Optionee by the Company pursuant to Section 2.1 of this
  Agreement;

	 	 	 
	 	(m) 	
      “Optioned Shares” means the shares of Common Stock
      that are issued pursuant to the exercise of the Options;

	 	 	 
	 	(n) 	
      “Parent” means a company or other entity that owns
      at least fifty percent (50%) of the outstanding voting stock or voting
      power of the Company;

	 	 	 
	 	(o) 	
      “Plan” has the meaning ascribed thereto in Recital
      A of this Agreement;

	 	 	 
	 	(p) 	
      “Prospective Investor Suitability Questionnaire”
      means a questionnaire substantially in the form of the Prospective
      Investor Suitability Questionnaire attached to this Agreement as Schedule
      “C”;

	 	 	 
	 	(q) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(r) 	
      “Securities” means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(s) 	
      “Shareholders” means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(t) 	
      “Subsidiary” means a company or other entity, at
      least fifty percent (50%) of the outstanding voting stock or voting power
      of which is beneficially owned, directly or indirectly, by the
    Company;

	 	 	 
	 	(u) 	
      “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(v) 	
      “Vested Options” means the Options that have
      vested in accordance with Section 2.2 of this
Agreement.







3 

1.2                  
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Plan. 

2.                    
THE OPTIONS 

2.1                  
The Company hereby grants to the Optionee, on the terms and conditions set out
in this Agreement and in the Plan, Options to purchase a total of 3,000,000
Optioned Shares at the Exercise Price. 

2.2                  
The Options will vest in accordance with Schedule “A” to this Agreement. The
Options may be exercised immediately after vesting. 

2.3                  
The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be
of no further force or effect whatsoever. 

2.4                  
The Company shall not be obligated to cause the issuance, transfer or delivery
of a certificate or certificates representing Optioned Shares to the Optionee,
until provision has been made by the Optionee, to the satisfaction of the
Company, for the payment of the aggregate Exercise Price for all Optioned Shares
for which the Options shall have been exercised, and for satisfaction of any tax
withholding obligations associated with such exercise. 

2.5                  
The Optionee shall have no rights whatsoever as a shareholder in respect of any
of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Options have
been properly exercised in accordance with the terms of this Agreement. 

2.6                  
The Options will terminate in accordance with the provisions of the Plan. 

2.7                  
Subject to the provisions of this Agreement and the Plan and subject to
compliance with any applicable securities laws, the Options shall be
exercisable, in full or in part, at any time after vesting, until termination.
If less than all of the shares included in the vested portion of any Options are
purchased, the remainder may be purchased at any subsequent time prior to the
Expiry Date. Only whole shares may be issued pursuant to the exercise of any
Options, and to the extent that any Option covers less than one (1) share, it is
not exercisable. 

2.8                  
Each exercise of the Options shall be by means of delivery of a Notice of
Exercise (which may be in the form attached hereto as Schedule “D”) to the
President of the Company at its principal executive office, specifying the
number of Optioned Shares to be purchased and accompanied by (i) payment in cash
or by certified check or cashier’s check in the amount of the full Exercise
Price for the Common Stock to be purchased, and (ii)(A) if the Optionee is at
the time of exercise an accredited investor, an executed copy of an Accredited
Investor Questionnaire dated the same date as the Notice of Exercise or, (B) if
the Optionee is not an accredited investor at the time of exercise, a
Prospective Investor Suitability Questionnaire dated the same date as the Notice
of Exercise showing that at the time of exercise the Optionee has such knowledge
and experience in financial and business matters that he is capable of
evaluating the merits and risks of the prospective investment in the Optioned
Shares. In addition to payment in cash or by certified check or cashier’s check
and if agreed to in advance by the Company, the Optionee or transferee of the
Options may pay for all or any portion of the aggregate Exercise Price by
complying with one or more of the following alternatives: 

	 	(a) 	
      by delivering to the Company shares of Common Stock
      previously held by the Optionee, or by the Company withholding shares of
      Common Stock otherwise deliverable pursuant to the exercise of the
      Options, which shares of Common Stock received or withheld shall have a
      fair market value at the date of exercise (as determined by the Board)
      equal to the aggregate exercise price to be paid by the Optionee upon such
      exercise; or

	 	 	 
	 	(b) 	
      by complying with any other payment mechanism approved by
      the Board at the time of exercise.



2.9                  
It is a condition precedent to the exercise of any Options and the issuance of
any Optioned Shares that the Optionee execute and/or deliver to the Company all
documents and withholding taxes required in accordance with applicable laws, as
determined by the Company in its sole discretion. 

2.10                 Nothing
in this Agreement shall obligate the Optionee to purchase any Optioned Shares
except those Optioned Shares in respect of which the Optionee shall have
exercised the Options in the manner provided in this Agreement or the Plan. 




4 

2.11            
     Reference is made to the Plan for particulars of the
rights and obligations of the Optionee and the Company in respect of: 

	 	(a) 	
      the terms and conditions on which the Options are granted
      except to the extent set forth herein; and,

	 	 	 
	 	(b) 	
      a consolidation or subdivision of the Company’s share
      capital or a corporate reorganization;



all to the same effect as if the provisions of the Plan were
set out in this Agreement and to all of which the Optionee assents. A copy of
the Plan is available to the Optionee at no charge, at the Company’s principal
executive office. Any provision of this Agreement that is inconsistent with the
Plan shall be considered void and replaced with the applicable provision of the
Plan. The Company may modify, extend or renew this Agreement or the Options
represented hereby or accept the surrender thereof (to the extent not previously
exercised) and authorize the granting of a new option in substitution therefore
(to the extent not previously exercised), subject at all times to the Plan, the
applicable rules of any applicable regulatory authority or stock exchange, and
any applicable laws. Notwithstanding the foregoing provisions of this Section
2.11, the Company shall not have the right to make any modification which would
materially alter the terms of the Options to the Optionee’s detriment or
materially impair any rights of the Optionee hereunder without the consent of
the Optionee. 

2.12          
       By accepting the Options, the Optionee
represents and agrees that none of the Optioned Shares purchased upon exercise
of the Options will be distributed in violation of applicable federal and state
laws and regulations. The Optionee further represents and agrees to provide the
Company with any other document reasonably requested by the Company or the
Company’s Counsel. 

3.           
          DOCUMENTS
REQUIRED FROM OPTIONEE 

3.1         
          The Optionee must
complete, sign and return to the Company an executed copy of this Agreement.


3.2         
          The Optionee shall
complete, sign and return to the Company as soon as possible, on request by the
Company, any documents, questionnaires, notices and undertakings as may be
required by regulatory authorities, and applicable law. 

4.            
         SUBJECT TO PLAN


The terms of the Options will be subject to the Plan, as may
from time to time be amended, and any inconsistencies between this Agreement and
the Plan, as the same may be from time to time amended, shall be governed by the
provisions of the Plan. A copy of the Plan will be delivered to the Optionee,
and will be available for inspection at the principal offices of the Company.


5.           
          ACKNOWLEDGEMENTS
OF THE OPTIONEE 

5.1         
          The Optionee acknowledges
and agrees that: 

	 	(a) 	
      the Securities have not been registered under the 1933
      Act or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons, except 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 securities laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      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;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon a review of publicly available
      information regarding the Company that is available on the website of the
      SEC at www.sec.gov (the “Company
Information”);







5 

	 	(d) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(e) 	
      the Optionee and the Optionee’s advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company 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
    Company;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee 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 Optionee, the Optionee’s attorney
      and/or advisor(s) (if applicable);

	 	 	 
	 	(g) 	
      the Company, its officers, directors, counsel and agents
      are entitled to rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, statements, answers, covenants and agreements
      contained in this Agreement and agrees that if any of such
      acknowledgements, representations, warranties, statements, answers,
      covenants, and agreements should become, by the passage of time after the
      date of this Agreement, no longer accurate or should be breached, the
      Optionee shall promptly notify the Company, and the Optionee will hold
      harmless the Company from any loss or damage it may suffer as a result of
      the Optionee’s failure to correctly complete or comply with the terms of
      this Agreement;

	 	 	 
	 	(h) 	
      the Optionee has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks regarding the
      exercise of the Options and the issuance of the Optioned Shares and with
      respect to applicable resale restrictions and it is solely responsible
      (and the Company is in not any way responsible) for compliance with
      applicable resale restrictions;

	 	 	 
	 	(i) 	
      the Optionee acknowledges that if the Options qualify as
      Incentive Stock Options, there may be no regular federal income tax
      liability upon the exercise of the Options, although the excess, if any,
      of the fair market value of such Optioned Shares on the date of exercise
      over the Exercise Price may be treated as a tax preference item for
      federal alternative minimum tax purposes and may subject the Optionee to
      the alternative minimum tax in the year of exercise;

	 	 	 
	 	(j) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its 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 Optionee contained herein or in any document furnished by the Optionee
      to the Company in connection herewith being untrue in any material respect
      or any breach or failure by the Optionee to comply with any covenant or
      agreement made by the Optionee to the Company in connection
    therewith;

	 	 	 
	 	(k) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company’s common
      stock on the OTC Bulletin Board;

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

	 	 	 
	 	(m) 	
      no documents in connection with this Agreement have been
      reviewed by the SEC or any state securities administrators;

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

	 	 	 
	 	(o) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.







6 

6.                     
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE 

The Optionee hereby represents and warrants to and covenants
with the Company (which representations, warranties and covenants shall survive
the closing) that: 

	 	(a) 	
      the Optionee is a director and executive officer of the
      Company;

	 	 	 
	 	(b) 	
      the Optionee is a U.S. Person;

	 	 	 
	 	(c) 	
      the Optionee has received and carefully read this
      Agreement and the Company Information;

	 	 	 
	 	(d) 	
      the Optionee has received a brief description of the
      Securities and the Optionee understands that the proceeds from the
      exercise of the Options will be used by the Company as working capital for
      general corporate purposes;

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

	 	 	 
	 	(f) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Optionee is a corporation, 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 Optionee;

	 	 	 
	 	(g) 	
      the Optionee:




	 	(i) 	
      has adequate net worth and means of providing for its
      current financial needs and possible personal contingencies,

	 	 	 
	 	(ii) 	
      has no need for liquidity in this investment,
  and

	 	 	 
	 	(iii) 	
      is able to bear the economic risks of an investment in
      the Securities for an indefinite period of time, and can afford the
      complete loss of such investment;




	 	(h) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Optionee is providing evidence of such knowledge and experience in
      these matters through the information requested in this
  Agreement;

	 	 	 
	 	(i) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption “Risk Factors” appearing in the
      Company’s various disclosure documents, filed with the SEC;

	 	 	 
	 	(j) 	
      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 Optionee, or of any agreement, written or oral, to which
      the Optionee may be a party or by which the Optionee is or may be
      bound;

	 	 	 
	 	(k) 	
      the Optionee is 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 Optionee has not subdivided his interest in the
      Securities with any other person;

	 	 	 
	 	(l) 	
      the Optionee is not an underwriter of, or dealer in, the
      shares of the Company’s common stock, nor is the Optionee participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;







7 

	 	(m) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations, statements, answers and agreements contained in this
      Agreement, and agrees that if any of such acknowledgements,
      representations, statements, answers and agreements are no longer accurate
      or have been breached, the Optionee shall promptly notify the
    Company;

	 	 	 
	 	(n) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Optionee’s decision to acquire the Securities;

	 	 	 
	 	(o) 	
      the Optionee 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,

	 	 	 
	 	(p) 	
      no person has made to the Optionee 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,

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

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company’s common stock on the OTC Bulletin Board.



7.                    
 ACKNOWLEDGEMENT AND WAIVER 

The Optionee hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Optionee might be entitled in connection with the distribution of any of the
Securities. 

8.                     
PROFESSIONAL ADVICE 

The acceptance of the Options and the sale of Common Stock
issued pursuant to the exercise of Options may have consequences under federal
and state tax and securities laws which may vary depending upon the individual
circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or
she has been advised to consult his or her personal legal and tax advisor in
connection with this Agreement and his or her dealings with respect to Options.
Without limiting other matters to be considered with the assistance of the
Optionee’s professional advisors, the Optionee should consider: (a) whether upon
the exercise of Options, the Optionee will file an election with the Internal
Revenue Service pursuant to Section 83(b) of the Code and the implications of
alternative minimum tax pursuant to the Code; (b) the merits and risks of an
investment in the underlying Optioned Shares; and (c) any resale restrictions
that might apply under applicable securities laws. 

9.                     
LEGENDING OF SUBJECT SECURITIES 

9.1                   
The Optionee hereby acknowledges that 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 representing any of the Optioned Shares will
bear a legend in substantially the following form: 


  
    
      
        NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
          UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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 (AS DEFINED HEREIN) OR TO
          U.S. PERSONS 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. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

      

    

  






8 

9.2                   
The Optionee hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement. 

10.                   
RESALE RESTRICTIONS 

This Agreement and the Options represented hereby are not
transferable. Optioned Shares received upon exercise of any Options will be
subject to resale restrictions contained in the securities legislation
applicable to the Company and the Optionee. The Optionee acknowledges and agrees
that the Optionee is solely responsible (and the Company is not in any way
responsible) for compliance with applicable resale restrictions. 

11.                   
NO EMPLOYMENT RELATIONSHIP 

The grant of an Option shall in no way constitute any form of
agreement or understanding binding on the Company or any related company,
express or implied, that the Company or any related company will employ or
contract with an Optionee, for any length of time, nor shall it interfere in any
way with the Company’s or, where applicable, a related company’s right to
terminate Optionee’s employment at any time, which right is hereby reserved.


12.                   
GOVERNING LAW 

This Agreement is governed by the laws of the State of Nevada
and the federal laws of the United States of America as applicable therein. The
Optionee irrevocably attorns to the jurisdiction of the courts of the State of
Arizona. 

13.                   
COSTS 

The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee. 

14.                   
SURVIVAL 

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 shares underlying the
Options by the Optionee pursuant hereto. 

15.                   
ASSIGNMENT 

This Agreement is not transferable or assignable. 

16.                   
CURRENCY 

Unless explicitly stated otherwise, all funds in this Agreement
are stated in United States dollars. 

17.                   
SEVERABILITY 

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. 




9 

18.                   
COUNTERPARTS AND ELECTRONIC MEANS 

This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same 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 first above written. 

19.                   
ENTIRE AGREEMENT 

This Agreement is the only agreement between the Optionee and
the Company with respect to the Options, and this Agreement and the Plan, once
approved, supersede all prior and contemporaneous oral and written statements
and representations and contain the entire agreement between the parties with
respect to the Options. 

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written. 

THE ALKALINE WATER COMPANY INC. 

	Per: 	/s/ Richard A. Wright 	 
	  	Authorized Signatory 	 



	WITNESSED BY: 	)	
	  	)	
	  	)	
	  	)	
	  	)	
	Name 	)	 /s/ Steven P. Nickolas 
	  	)	STEVEN P. NICKOLAS 
	  	)	 
	Address 	)	
	  	)	
	  	)	 
	  	)	
	  	)	
	Occupation 	)	






SCHEDULE “A” 

VESTING SCHEDULE 


	Date 	NumberofStockOptionstoVest    
	May21,2014 	1,500,000 
	November21,2014 	1,500,000 












SCHEDULE “B”




ACCREDITED INVESTOR QUESTIONNAIRE




All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Stock Option Agreement. 


The Optionee covenants, represents and warrants to the Company that he or she satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the Securities Act of 1933 (the
“Securities Act”), as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which the Optionee satisfies) 

	 	__________ 	
Category 1					 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 Securities, with
    total assets in excess of $5,000,000; 

	 	 	 		 	
	 	__________ 	
Category 2												
      A natural person whose individual net worth, or joint net worth with that
        person’s spouse, exceeds $1,000,000. For purposes of this Category 2, "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 Securities are acquired, but includes (i) any mortgage amount in excess of the home's fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the date of the acquisition of Securities for the purpose of investing in the Securities; 

	 	 	 		 	
	 	__________ 	
Category 3					
      A natural person who had an individual income in excess of $200,000 in each of
        the two most recent years or joint income with that person’s spouse in excess of
  $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; 

	 	 	 		 	
	 	__________ 	
Category 4																					
      A “bank” as defined under Section (3)(a)(2) of the Securities Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940	(United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small        Business Investment Act of 1958 (United States); a plan with total assets in
excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974	(United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000, or, if a self- directed plan, whose investment decisions are made solely by persons that are accredited investors; 










- 2 - 

	 	__________ 	Category 5 	A private business development company as
      defined in Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States); 
	 	 	  	  
	 	__________	Category 6 	A director or executive officer of the Company;    
	 	 	  	  
	 	__________ 	Category 7 	A trust with total assets in excess of
      $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 Securities Act; 
	 	 	  	  
	 	__________ 	Category 8 	An entity in which all of the equity owners
      satisfy the requirements of one or more of the foregoing categories;  


Note that the Optionee claiming to satisfy one of the above
categories of Accredited Investor may be required to supply the Company with a
balance sheet, prior years’ federal income tax returns or other appropriate
documentation to verify and substantiate the Optionee’s status as an Accredited
Investor. 

	
      If the Optionee is an entity which initialled the last
      category in reliance upon the Accredited Investor categories above, state
      the name, address, total personal income from all sources for the previous
      calendar year, and the net worth (exclusive of home, home furnishings and
      personal automobiles) for each equity owner of the said entity: 

	 
	 


All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, the
Optionee agrees that, if necessary, this Questionnaire may be presented to such
parties as the Company deems appropriate to establish the availability, under
the Securities Act or applicable state securities law, of exemption from
registration in connection with the issuance of the Securities hereunder. 

The Optionee hereby certifies that the information contained in
this Questionnaire is complete and accurate and the Optionee will notify the
Company promptly of any change in any such information. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______day of __________________, 20__. 

	 	X
  
	 	Signature 
	 	 
	 	 
	 	 
	 	Print or Type Name 
	 	 
	 	 
	 	 
	 	Social Security/Tax I.D. No.







SCHEDULE “C” 

PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Stock Option Agreement. 

The purpose of this Questionnaire is to assure the Company that
the Optionee will meet the standards imposed by the Securities Act of 1933 (the
“Securities Act”) and the appropriate exemptions of applicable state securities
laws. The Company will rely on the information contained in this Questionnaire
for the purposes of such determination. The Option and the Optioned Shares
(together, the “Securities”) will not be registered under the Securities Act and
has been issued in reliance upon the exemption from registration afforded by
Section 3(b) and/or Section 4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder. This Questionnaire is not an offer of any securities of
the Company in any state other than those specifically authorized by the
Company. 

Please attach additional pages if necessary to answer any
question fully. 

REPRESENTATIONS OF OPTIONEE 

This item is presented in alternative form. Please initial in
the space provided the applicable alternative. 

	_____	
      ALTERNATIVE ONE: The Optionee covenants, represents and
      warrants to the Company that he or she has such knowledge and experience
      in financial and business matters that he or she is capable of evaluating
      the relative merits and risks of an investment in the Securities and
      Company and is not utilizing a purchaser representative in connection with
      evaluating such merits and risks. The Optionee is providing evidence of
      its knowledge and experience in these matters through the information
      requested below in this Questionnaire. 

	 	     
	_____	
      ALTERNATIVE TWO: The Optionee covenants, represents and
      warrants to the Company that he or she has chosen to use the services of a
      purchaser representative acceptable to the Optionee in connection with the
      Optionee’s acquisition of the Securities. The Optionee hereby acknowledges
      that the person named below is his or her purchaser representative who
      will assist and advise the Optionee in evaluating the merits and risks of
      an investment in the Securities and the Company and affirms that such
      purchaser representative has previously disclosed in writing any material
      relationship that exists between the purchaser representative (or its
      affiliates) and the Company (or its affiliates) that is mutually
      understood to be contemplated, or that has existed at any time during the
      previous two years, and any compensation received or to be received as a
      result of such relationship. 

	 	 
	 	  
	 	  
	 	(name of Purchaser
      Representative) 
	 	 
	 	  
	 	  
	 	(address of Purchaser
      Representative) 
	 	  
	 	
      If the Optionee utilizes a purchaser representative, this
      Questionnaire must be accompanied by a completed and signed purchaser
      representative Questionnaire, a copy of which can be obtained from the
      Company upon request. 







- 2 - 

FOR INDIVIDUAL INVESTORS 

	1. 	
      Name:
      _______________________________________________________________________________________________

	 	 
	2. 	
      Residential Address & Telephone Number: 
      ___________________________________________________________________

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	3. 	
      Length of Residence in State of Residence: 
      ___________________________________________________________________

	 	 
	4. 	
      U.S.
      Citizen:                                        
      _____Yes                           
      _____ No

	 	 
	5. 	
      Social Security Number:
      __________________________________________________________________________________

	 	 
	6. 	
      Business Address & Telephone Number:
      _____________________________________________________________________

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	7. 	
      Preferred Mailing
      Address:               
      _____ 
      Residence             
      _____  Business

	 	 
	8. 	
      Date of Birth: 
      __________________________________________________________________________________________

	 	 
	9. 	
      Employer and Position:
      ___________________________________________________________________________________

	 	 
	10. 	
      Name of Business:
      ______________________________________________________________________________________

	 	 
	11. 	
      Business or Professional Education and Degrees:

	 	 
		
      School                                         
      Degree                                                                            
      Year Received

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	12. 	
      Prior Employment (last 5 years):

	 	 
		
      Employer                                    
      Nature of
      Duties                                                                                                 
      Dates of Employment

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






- 3 - 

	13. 	
      Relationship to the Company, if any: _______

	 	 
	14. 	
      Is the Optionee an officer of director of a publicly-held
      company?

	 	 
		
                                        
      ____ Yes           
      ____  No

	 	 
		
      If yes, specify
      company:__________________________________________________________________________________

	 	 
	15. 	
      Does the Optionee beneficially own 10% or more of the
      voting securities of a publicly-held company?

	 	 
		
                                        
      ____ Yes           
      ____  No

	 	 
		
      If yes, specify company:
      __________________________________________________________________________________

	 	 
	16. 	
      Within the last 5 years, has the Optionee personally
      invested in investments sold by means of private placements in reliance on
      exemptions from registration under the Securities Act and state securities
      laws?

	 	 
		
                                        
      ____ Yes           
      ____  No

	 	 
	17. 	
      Prior investments by the Optionee which were purchased in
      reliance on exemptions from registration under the Securities Act and
      State securities laws (initial the highest number
  applicable):





	 Amount (Cumulative)  
	  	  	  	  
	Real Estate: 	Up to 	$50,000 to 	Over 
	               
         None: _______	$50,000 _______	$250,000 _______	$250,000 _______
	  	  	  	  
	Securities: 	Up to 	$50,000 to 	Over 
	               
         None: _______	$50,000 _______	$250,000 _______	$250,000 _______
	  	  	  	  
	Other: 	Up to 	$50,000 to 	Over 
	               
         None: _______	$50,000 _______	$250,000 _______	$250,000 _______





	18. 	
      Does the Optionee consider itself to be an experienced
      and sophisticated investor?

	 	 
		
                                        
      ____ Yes           
      ____  No

	 	 
		
      If so, please provide evidence of investment
      sophistication and/or experience:

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	19. 	
      Does the Optionee, or any person authorized to execute
      this Questionnaire, consider itself to have such knowledge of the Company
      and its business and such experience in financial and business matters to
      enable it to evaluate the merits and risks of an investment in the
      Securities and the Company, should the Optionee be given an opportunity to
      so invest?

	 	 
		
                                        
      ____ Yes           
      ____  No







- 4 - 

	20. 	
      If the Optionee is an individual, please indicate the
      Optionee’s and his/her spouse’s combined gross income during the preceding
      two years (initial the highest number
applicable):





	            
      2012 	            
      2011 
	 	 
	            
      Less than $75,000 	            
      Less than $75,000 
	 	 
	            
      $75,001 to $100,000 	            
      $75,001 to $100,000 
	 	 
	            
      $100,001 to $200,000 	            
      $100,001 to $200,000 
	 	 
	            
      $200,001 to $300,000 	            
      $200,001 to $300,000 
	 	 
	            
      $Over $300,000 	            
      $Over $300,000 




	21. 	
      If the Optionee is an individual, please indicate the
      Optionee’s and his/her spouse’s combined estimated net worth (exclusive of
      home, home furnishings and personal automobiles) (initial the highest
      number applicable):





	            
      Less than $100,000 	            
      $300,0001 to $500,000 
	 	 
	            
      $100,001 to $200,000 	            
      $500,001 to $1,000,000 
	 	 
	            
      $200,001 to $300,000 	            
      Over $1,000,000 




	22. 	
      Regardless of the amount of the proposed
    investment:

	 	 	 
		(a) 	
      Will the Optionee’s proposed investment exceed 10% of its
      individual net worth, or the Optionee’s joint net worth with its spouse as
      determined in paragraph 22 above?

			
			
                                        
      ____ Yes           
      ____  No

	 	 	 
		(b) 	
      Will the Optionee be able to bear the economic risk of
      its investment in this transaction?

	 	 	 
			
                                        
      ____ Yes           
      ____  No

	 	 	 
	23. 	
      Please provide answers to the following
  questions.

	 	 	 
		(a) 	
      State total assets of the Optionee, including cash,
      stocks and bonds, automobiles, real estate, and any other
assets:

	 	 	 
			
      $

	 	 	 
		(b) 	
      State total liabilities of the Optionee including real
      estate indebtedness, accounts payable, taxes payable and any other
      liabilities:

	 	 	 
			
      $

	 	 	 
		(c) 	
      State annual income of the Optionee including salary,
      securities income, rental income and any other income:

			
		
       
	$
	 	 	 
		(d) 	
      State annual expenses of the Optionee, excluding ordinary
      living expenses, including real estate payments, rent, property taxes and
      other expenses:







- 5 - 

	 	  	$
  
	 	 	 
		
      (e) 
	
      Does the Optionee expect the amount of its assets, liabilities, income and
      expenses, as stated above, to be subject to significant change in the
    future: 

	 	 	 
	 	  	
                                        
      ____ Yes           
      ____  No

	 	 	 
	 	  	If yes, explain: 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, the
Optionee agrees that, if necessary, this Questionnaire may be presented to such
parties as the Company deems appropriate to establish the availability, under
the Securities Act or applicable state securities law, of exemption from
registration in connection with the issuance of the Securities hereunder. 

The Optionee hereby certifies that the information contained in
this Questionnaire is complete and accurate and the Optionee will notify the
Company promptly of any change in any such information.

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ____ day of _____________________, 20__. 

	 	X
  
	 	Signature 
	 	 
	 	 
	 	Print or Type Name 
	 	 
	 	 
	 	Social Security/Tax I.D. No.







SCHEDULE “D” 

NOTICE OF EXERCISE 

	TO: 	The Alkaline Water Company Inc.
    
	  	7730 E. Greenway Road, Suite 203
    
	 	Scottsdale, Arizona
      85260 


This Notice of Exercise shall constitute a proper Notice of
Exercise pursuant to section 2.8 of the Stock Option Agreement dated May 21,
2014 (the “Agreement”), between The Alkaline Water Company Inc. (the “Company”)
and the undersigned. The undersigned hereby elects to exercise the Optionee’s
options to purchase ____________________ shares of the common stock of the
Company at a price of $0.1455 per share, for aggregate consideration of
$____________, on the terms and conditions set forth in the Agreement. Such
aggregate consideration, in the form specified in section 2.8 of the Agreement,
accompanies this notice. 

The Optionee hereby represents and warrants to the Company that
all representations and warranties set out in the Agreement are true as of the
date of the exercise of the options under the Agreement. 

The Optionee hereby further represents and warrants to the
Company that the shares are being purchased only for investment and without
intention to sell or distribute such shares. 

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows: 


	Registration Information: 	 	Delivery Instructions: 
	 	 	 
	 	 	 
	Name to appear on
      certificates 	 	Name
  
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	City, State, and Zip
      Code 	 	 
    
	 	 	 
	 	 	 
	  	 	Telephone Number 



DATED at _____________________________, the _______ day
of______________, _______. 

	 	X 
	 	Signature 
	 	 
	 	 
	 	(Name and, if applicable, Office) 
	 	 
	 	 
	 	(Address) 
	 	 
	 	 
	 	(City, State, and Zip Code) 
	 	 
	 	 
	 	Fax Number or E-mail Address 
	 	 
	 	 
	 	Social Security/Tax I.D. No.