SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT (the
“Agreement”) dated October 29, 2014, by and between Alkame Holdings, Inc., a Nevada corporation, with headquarters
located at 3651 Lindell Road, Suite D # 356, Las Vegas, NV 89103 (the “Company”), and Union Capital, LLC, a
New York Limited Liability Company, with its address 338 Crown Street, Brooklyn, NY 11225 (the “Buyer”).


 


WHEREAS:


 


A.                 
The Company and Buyer are executing and delivering the Agreement in reliance upon the exemption
from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended ( the “1933 Act”)


 


B.                 
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions
set forth in the Agreement two 8% convertible notes of the Company, in the forms attached hereto as Exhibit A and B in aggregate
principle amount of $110,000.00 (with the first not being in the amount of $55,000.00 and the second note being the amount of $55,000.00
(together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance
with the terms thereof, the “Note”), convertible into shares of into shares of common stock, $0.001 par value per share,
of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such
Note. The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second
note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000.00 secured notes issued
to the Company by the Buyer (“Buyer Note”) provided that prior to conversion of the Second Note the Buyer must have
paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid forth in cash. Both notes
have a 10% OID such that the purchase price of each note shall be $50,000.00


 


C.                 
The Buyer wishes to purchase, upon the terms and conditions stated in the Agreement, such
principal amount of Note as is set forth immediately below its name on the signature pages hereto, and


 


NOW THEREFORE, the
Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.                  
Purchase and Sale of Note.


 


a.                  
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and
sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below
the Buyer’s name on the signature pages hereto. 


 


b.                  
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the
purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by
wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions,
against delivery of the Note in the principle amount equal to the Purchase Price as is set forth immediately below the Buyer’s
name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the
Buyer, against delivery of such Purchase Price. 


 


c.                   
Closing Date. The date and time of the issuance and sale of the Note pursuant to the
Agreement (the “Closing Date”) shall be on or about October 29, 2014, or such other mutually agreed upon time. The
closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such
location as may be agreed to by the parties. Subsequent Closing shall occur when the Buyer Note is repaid. Notwithstanding the
foregoing, the Company may elect to opt out of closing the Second Note by giving the Buyer 60 days prior written notice (which
must occur no later than day 120) that it does not desire to have the Buyer fund the Buyer Note. 


 


2.                  
Buyer’s Representations and Warranties. The Buyer represents and warrants to
the Company that: 


 


a.                  
Investment Purpose. As of the date hereof the buyer is purchasing the Note and the
shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively
referred to herein as the “Conversion Shares” and collectively with the Note the “Securities” for its own
account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted
view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the
1933 Act; provided, however, that by making the representations herein, the Buyer doesn’t agree to hold any
of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance
with or pursuant to a registration statement or an exemption under the 1933 Act. 


 


b.                  
Accredited Investor Status. The Buyer is an “accredited Investor” as that
term is defined in Rule 501(a) of Regulation D (an ‘Accredited Investor”).


 


c.                   
Reliance on Exemptions. The Buyer understands that the Securities are being offered
and sold to it in reliance upon specific exemptions from the registration requirements of United Stated federal and state securities
laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations,
warranties, agreements, acknowledgements, and understandings of the Buyer set forth herein in order to determine the availability
of such exemptions and the eligibility of the Buyer to acquire the Securities.


 



    	 



    	 



    

 





d.                  
Information. The Buyer and its advisors, if any, have been, and for so long as the
Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale advisors, if any, have been, and for so long as the Note remain outstanding
will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not
disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed
to the public prior to or promptly following such disclosure to the Buyer. Neither such inquires nor any other due diligence investigation
conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s
representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves
a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company’s representations
and warranties made herein.


e.                   
Governmental Review. The Buyer understands that no United States federal or state agency
or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. 


 


f.                   
Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities
has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not
be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act. (b) the Buyer
shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be
sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities
are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule)
(“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section
2(f) and who is an Accredited Investor. (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant
to Regulations A under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the
Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel
in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on
Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of
such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter
(as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such
Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder
(in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged
as collateral in connection with a bona fide margin account or other lending arrangement.


 


g.                   
Legends. The Buyer understands that the Note, and until such time as the Conversion
Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulations A without any restriction as to
the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive
legend in substantially the following form ( and a stop-transfer order may be placed against transfer of the certificates for such
Securities): (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion
of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion
shall be accepted by the Company


 


“NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The legend set forth above
shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction
as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company
with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect
that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted
by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by
a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.
In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities
pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of
Default pursuant to Section 3.2 of the Note.


 


h.                  
Authorization; Enforcement. This Agreement has been duly and validly authorized. This
Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement
of the Buyer enforceable in accordance with its terms.


 


i.                    
Residency. The Buyer is a resident of the jurisdiction set forth immediately below
the Buyer’s name on the signature pages hereto. 


 



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3.                  
Representations And Warranties Of The Company. The Company represents
and warrants to the Buyer that:


 


a.                  
Organization and Qualification. The Company and each of its Subsidiaries (as defined
below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which
it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry
on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries
of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as
a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or
the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in
good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect
on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole,
or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest


 


b.                  
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority
to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue
the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by
the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance
of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof)
have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its
Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by
its authorized representative, and such authorized representative is the true and official representative with authority to sign
this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement
constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid
and binding obligation of the Company enforceable against the Company in accordance with its terms.


 


c.                   
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance
and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable,
and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Company and will not impose personal liability up the holder thereof.


 


d.                  
Acknowledgment of Dilution. The Company understands and acknowledges the potentially
dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further
acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the
Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of
other shareholders of the Company. 


 


e.                   
No Conflicts. The execution, delivery and performance of this Agreement, the Note by
the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation,
the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any
provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision
of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument
to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations
to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property
or assets of the Company or any of its subsidiaries is bound or affected (expect for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate have a material adverse effect). All
consents authorizations orders filings and registrations which the Company is required to obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the
National Quotations Bureau (the “OTCQB”) and does note reasonably anticipate that the Common Stock will be delisted
by the OTCQB in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company and
its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. 


f.                   
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or
directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary
description of any pending or, to the knowledge of the Company, threated proceeding against or affecting the Company or any of
its subsidiaries without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unware
of any facts or circumstances which might give rise to any of the foregoing. 


 


g.                   
Acknowledgement Regarding Buyer’s Purchase of Securities. The Company acknowledges
and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and
the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement
made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated
hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further
represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent
evaluation of the Company and its representatives.


 



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h.                  
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy
any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.
The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past,
current or future) that are other than accredited investors for purposes of any shareholder approval provisions applicable to the
Company or its securities.


 


i.                    
Title to Property. The Company and its subsidiaries have good and marketable title
in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the
business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as
are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under
lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as would not have a material adverse effect.


 


j.                    
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d)
of the Securities Act as amended on the basis of being a “bad actor’ as that term is established in the September 19,
2013 Small Entity Compliance Guide published by the Securities and Exchange Commission. 


 


k.                  
Breach of Representations and Warranties by the Company. If the Company breaches any
of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer
pursuant to this Agreement, it will be considered an Event of default under the Note.


 


4.                  
COVENANTS.


 


a.                  
Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by
them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements
to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and
consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or
modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions
of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company
must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and
expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation
with respect to this transaction is to reimburse Buyer’ expenses shall be $2,500 in legal fees (an similar amounts for the
Second Note) which shall be deduced from each Note when funded.


 


b.                  
Listing. The Company shall promptly secure the listing of the Conversion Shares upon
each national securities exchange or automated quotation system, if any, upon when shares of common stock are then used subject
to official notice of issuance and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares
of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note.
The Company will obtain and so long as the Buyer owns any of the Securities maintain the listing and trading of its Common Stock
on the OTCOB or any equivalent replacement exchange the Nasdaq National Market (“Nasdaq”) the Nasdaq SmallCap Market
(“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (‘AMEX’)
and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the
Financial Industry Regulatory Authority (“FINRA’) and such exchanges as applicable. The Company shall promptly provide
to the Buyer copies of any notices it receives from the OTCOB and any other exchanges or quotation systems on which the Common
Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.


 


c.                   
Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall
maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event
of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor
entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered
into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCQB, Nasdaq,
Nasdaq SmallCap, NYSE or AMEX.


 


d.                  
No Integration. The Company shall not make any offers or sales of any security (other
than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under
the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for
the purpose of any stockholder approval provision applicable to the Company or its securities.


 


e.                   
Breach of Covenants. If the Company breaches any of the covenants set forth in this
Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement it will considered an event
of default under the Note.


 






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5.                  
Governing Law: Miscellaneous


 


a.                  
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against
the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in
the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney’s fees and costs. In the even that any provision of this Agreement
or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof
via registered or certified mail or overnight deliver (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. 


 


b.                  
Counterparts: Signature by Facsimile. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed
by a party may be delivered to the other party hereto by facsimile transmission of a copy of the Agreement bearing the signature
of the part so delivering this Agreement.


 


c.                   
Headings. The headings of this Agreement are for convenience of reference only and
shall not form part of, or affect the interpretation of, this Agreement.


 


d.                  
Severability. In the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statue or rule of law. Any provision
hereof which may provide invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
hereof.


 


e.                   
Entire Agreement Amendments. This Agreement and the instruments referenced herein contain
the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
for herein or therein, within respect to such matters. No provision of this Agreement may be waived or amended other than by an
instrument in writing signed by the majority in interest of the Buyer.


 


f.                   
Notices. All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to
such other address as such party shall have specified most recently by written notice. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier services, fully prepaid, addressed to such address or upon actual receipt of such mailing
whichever shall first occur. The addresses for such communication shall be:


 


If to the Company


 


Alkame Holdings, Inc


3651 Lindell Road, Suite
D #356


Las Vegas, NV 89103


Attn: Robert Eakle, CEO


 


If to the Buyer:


 


UNION CAPITAL, LLC


338 Crown Street


Brooklyn, NY 11225


Attn: Yakov Borenstein,
Manager


 


Each party shall provide
notice to the other party of any change in address.


 



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g.Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither
the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent
of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities
in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act,
without the consent of the Company.


 


h.Third Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.Survival.
The representation and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to
indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth
in this Agreement or any of it covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


j.Further Assurances.
Each party shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


k.No Strict Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.


 


l.Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


IN WITNESS WHEREOF, the undersigned Buyer and
the Company have caused this Agreement to be duly executed as of the date first above written.


 


ALKAME HOLDINGS, INC.


 


By: /s/ Robert Eakle


Name Robert Eakle,


Title CEO


 


UNION CAPITAL, LLC


 


By: /s/ Yakov Borenstein


Name: Yakov Borenstein


Title: Manager


 


	AGGREGATE SUBSCRIPTION AMOUNT:	 
	Aggregate Principal Amount of Note:	$110,000.00
	Aggregate Purchase Price:	 
	Note 1: $55,000.00 less $5,000 in OID and $2,500.00 in legal 	 
	feesNote 2: $55,000.00 less $5,000 in OID and $2,500.00 in legal fees	 


 




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EXHIBIT A

144 NOTE - $55,000


 




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EXHIBIT B

BACK END NOTE 1

$5,000


 








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