COMMON STOCK PURCHASE CLASS A WARRANT HARRISON VICKERS AND WATERMAN INC.Common Stock Purchase Warrant • September 28th, 2015 • Attitude Drinks Inc. • Beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ALPHA CAPITAL ANSTALT, Lettstrasse 32, 9490 Vaduz, Principality of Liechtenstein Fax: + 423 232 31 96 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HARRISON VICKERS AND WATERMAN INC., a Nevada corporation (the “Company”), up to 64,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF CLASS A COMMON STOCK PURCHASE WARRANT ATTITUDE BEER HOLDING CO.Attitude Drinks Inc. • December 31st, 2014 • Beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, and on or prior to the close of business on the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ATTITUDE BEER HOLDING CO., a Delaware corporation (the “Company”), a number shares equal to the number of share the Holder could acquire upon the complete conversion of the Note issued to it by the Company on or about the Issue Date (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE CLASS A WARRANT HARRISON VICKERS AND WATERMAN INC.Attitude Drinks Inc. • April 27th, 2015 • Beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HARRISON VICKERS AND WATERMAN INC., a Nevada corporation (the “Company”), up to 1,295,500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURED CONVERTIBLE NOTE DUE December 24, 2015Attitude Drinks Inc. • February 13th, 2015 • Beverages • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Attitude Beer Holding Co. a Delaware corporation, (the “Borrower”), having its principal place of business at 712 US Highway 1, Suite 200, North Palm Beach, FL 33408, due December 24, 2015 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 21st, 2011 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of October 23, 2007, by and among Attitude Drinks Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
EXHIBIT (10)(75-B) EQUITY PURCHASE AGREEMENT BY AND BETWEEN ATTITUDE DRINKS INCORPORATED AND SOUTHRIDGE PARTNERS II, LP Dated August 31, 2012Equity Purchase Agreement • February 19th, 2013 • Attitude Drinks Inc. • Beverages • New York
THIS EQUITY PURCHASE AGREEMENT entered into as of the 31ST day of August, 2012 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and ATTITUDE DRINKS INCORPORATED, a Delaware corporation (the "COMPANY").
EXHIBIT (10)(75-A) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2013 • Attitude Drinks Inc. • Beverages • New York
This Registration Rights Agreement ("Agreement"), dated August 31, 2012, is made by and between ATTITUDE DRINKS INCORPORATED, a Delaware corporation ("Company"), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the "Investor").
SECURED CONVERTIBLE NOTE DUE Ocotber 14, 2017Purchase Agreement • November 2nd, 2015 • Attitude Drinks Inc. • Beverages • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of HARRISON VICKERS AND WATERMAN INC., a Nevada corporation, (the “Borrower”), having its principal place of business at 4224 White Plains Road, 3rd Floor, Bronx, New York 10466, due October 14, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
EXHBIT (10)(163) FORM OF SECURITY AGREEMENTSecurity Agreement • December 31st, 2014 • Attitude Drinks Inc. • Beverages • New York
This SECURITY AGREEMENT, dated as of December 24, 2014 (this “Agreement”), is among Attitude Beer Holding Co., a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Tarpon Bay Partners LLC, as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes due December 24, 2015, in the original aggregate principal amount of up to $398,500 (collectively, the “Notes”) (collectively, the “Secured Parties”).
ContractSubscription Agreement • January 27th, 2011 • Attitude Drinks Inc. • Beverages • New York
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages • New York
This Agreement is dated as of the 29th day of September, 2008 among Attitude Drinks Inc., a Delaware corporation (the "Company"), the parties identified on Schedule A hereto (each a “Subscriber”, and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
SUBSCRIPTION AGREEMENTSubscription Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 27, 2009, by and among Attitude Drinks Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
EXHIBIT (10)(164) SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2014 • Attitude Drinks Inc. • Beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 24, 2014, between Attitude Beer Holding Co., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 10th, 2011 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of March 17, 2011, by and between Attitude Drinks, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
ESCROW AGREEMENTEscrow Agreement • February 24th, 2012 • Attitude Drinks Inc. • Beverages • New York
This Agreement is dated as of the 22nd day of February, 2012 among Attitude Drinks, Inc., a Delaware corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
SECURED CONVERTIBLE NOTE DUE JulY 29, 2017Purchase Agreement • September 28th, 2015 • Attitude Drinks Inc. • Beverages • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of HARRISON VICKERS AND WATERMAN INC., a Nevada corporation, (the “Borrower”), having its principal place of business at 4224 White Plains Road, 3rd Floor, Bronx, New York 10466, due July 29, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
EXHIBIT (10)(111) ASSIGNMENT AND ESCROW AGREEMENTAssignment and Escrow Agreement • July 15th, 2013 • Attitude Drinks Inc. • Beverages • New York
This Assignment and Escrow Agreement (the “Agreement”), dated as of June 5, 2013, is being entered into among Attitude Drinks, Inc., a Delaware corporation (the “Company”), Alpha Capital Anstalt (the “Assignor”), Southridge Partners II LP (the “Assignee”) and Grushko & Mittman, P.C. (the “Escrow Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2012 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of February 22, 2012, by and between Attitude Drinks, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
PURCHASE AGREEMENTPurchase Agreement • April 27th, 2015 • Attitude Drinks Inc. • Beverages • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of April 21, 2015 between HVW Holdings LLC maintaining an address at 4224 White Plains Road, 3rd Floor, Bronx, NY 10467 (the “Seller”) and Alpha Capital Anstalt maintaining an address at Lettstrasse 32, 9490 Vaduz, Principality of Liechtenstein (the “Purchaser”).
OPERATING AGREEMENTOperating Agreement • September 30th, 2015 • Attitude Drinks Inc. • Beverages • New York
THIS OPERATING AGREEMENT (the “Agreement”) of MILFORD CRAFT, LLC, a Connecticut limited liability company (the “Company”), dated as of May __, 2015, by and among New England WOB, LLC and Attitude Beer Holding Co. (each a “Member and collectively the “Members”).
RE: Placement Agent Agreement for Private Placement of Secured Convertible Promissory Notes and WarrantsAttitude Drinks Inc. • February 24th, 2012 • Beverages • New York
This letter confirms our agreement that Attitude Drinks Incorporated, a Delaware corporation (“ATTD” or the "Company”) has engaged Perrin Holden & Davenport Capital Corp. (together with its affiliates and subsidiaries, “PHD” or the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the proposed private placement (the “Offering”) of secured convertible promissory notes (the “Notes”) and warrants to purchase common stock (“Warrants” and together with the Notes, the “Securities”) of the Company. The terms of the Securities and the gross proceeds of such Offering will be substantially in the form to be negotiated between the Placement Agent and the Company with one or more accredited investors (described below). The gross proceeds of the Offering will be on a best efforts basis (no minimum) up to an aggregate of $1,000,000 (which may include the conversion of existing indebtedness of the Company).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of September 29, 2008, by and among Attitude Drinks Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
SECURED CONVERTIBLE NOTE DUE December 24, 2015Attitude Drinks Inc. • July 1st, 2015 • Beverages
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Attitude Beer Holding Co. a Delaware corporation, (the “Borrower”), having its principal place of business at 712 US Highway 1, Suite 200, North Palm Beach, FL 33408, due December 24, 2015 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 14th, 2011 • Attitude Drinks Inc. • Beverages • New York
§ “Subscription Agreement” means the Subscription Agreement (and the exhibits and schedules thereto) entered into or to be entered into by the Company and Subscribers in reference to the sale and purchase of the Notes and Warrants;
THIRD MODIFICATION, WAIVER AND CONSENT AGREEMENTWaiver and Consent Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages • New York
This Third Modification, Waiver and Consent Agreement is made this 15th day of July, 2009 (“Agreement”) among Attitude Drinks Inc., a Delaware corporation (the “Company”), and the signators hereto who are Subscribers under certain Subscription Agreements with the Company dated October 23, 2007 (“Initial Closing”), January 8, 2008 (“Bridge Funding”), February 15, 2008 (“Second Closing”) as amended pursuant to the Modification, Waiver and Consent Agreement dated, September 9, 2008 (“Modification Agreement”), the Second Modification, Waiver and Consent Agreement dated January 27, 2009 ("Second Modification Agreement"), September 29, 2008 (“Alpha Funding”), and March 30, 2009 (“March 2009 Funding”) (collectively “Subscription Agreements”).
SECURED CONVERTIBLE NOTESecured Convertible Note • January 19th, 2012 • Attitude Drinks Inc. • Beverages • New York
FOR VALUE RECEIVED, ATTITUDE DRINKS INC., a Delaware (hereinafter called "Borrower"), hereby promises to pay to (the "Holder") or order, without demand, the sum of , with interest accruing thereon as follows: fifty percent (50%) due and payable on December 28, 2008 (90 days after Closing Date), and fifty percent (50%) due and payable on March 29, 2009 (180 days after the Closing Date) (the "Maturity Date"), if not retired sooner.
MODIFICATION AND WAIVER AGREEMENTModification and Waiver Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages
This Modification and Waiver Agreement ("Agreement") dated as of June 30, 2008 is entered into by and among Attitude Drinks Inc., a Delaware corporation (the "Company") and the subscribers identified on the signature page hereto (each herein a "Subscriber" and collectively "Subscribers" or the "Parties").
FORM OF PROMISSORY NOTES EXCHANGE AGREEMENTExchange Agreement • August 18th, 2015 • Attitude Drinks Inc. • Beverages • New York
THIS EXCHANGE AGREEMENT (this “Exchange Agreement”), is dated as of May 21, 2015, by and between Attitude Drinks Incorporated, a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
ASSET PURCHASE AGREEMENT BETWEEN RFC BB HOLDINGS, LLC AND ATTITUDE DRINKS, INC.Asset Purchase Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated August 8,, 2008 is by and between RFC BB HOLDINGS, LLC, a Delaware limited liability company (“Seller”), and ATTITUDE DRINKS, INC., a Delaware corporation (“Buyer”).
MODIFICATION AND AMENDMENT AGREEMENTModification and Amendment Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages • New York
This Modification and Amendment Agreement ("Agreement") dated as of January 10 2010 is entered into by and between Attitude Drinks, Inc., a Delaware corporation (the "Company") and Alpha Capital Anstalt ("Holder").
SUBSCRIPTION AGREEMENTLockup Agreement • May 9th, 2011 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 21, 2011, by and between Attitude Drinks, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
MANUFACTURING AGREEMENTManufacturing Agreement • March 5th, 2009 • Attitude Drinks Inc. • Beverages
THIS AGREEMENT is made this 16th day of December, 2008 between O-AT-KA MILK PRODUCTS COOPERATIVE, INC. ("Vendor") and ATTITUDE DRINK COMPANY ("Vendee").
GUARANTYGuaranty • April 27th, 2015 • Attitude Drinks Inc. • Beverages • New York
AGREEMENT AND PLAN OF MERGER AMONG MASON HILL HOLDINGS, INC., MH 09122007, INC., AND ATTITUDE DRINK COMPANY, INC.Agreement and Plan of Merger • April 11th, 2008 • Attitude Drinks Inc. • Beverages • Delaware
AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of September 14 2007, among MASON HILL HOLDINGS, INC., a Delaware corporation, [the parent corporation after the Merger] (“MHHI”), MH 09122007, Inc., a Delaware corporation and a wholly-owned subsidiary of MHHI (“Acquisition”), and Attitude Drink Company, Inc., a Delaware corporation [the corporation to be acquired] (“ADCI”), such corporation in its capacity as the surviving corporation being herein sometimes called the “Surviving Corporation,” and Acquisition and ADCI being herein sometimes called the “Constituent Corporations.”
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages
This Independent Contractor Agreement ("Agreement") is entered into by F&M Merchant Group a Texas LLC ("Contractor) and Attitude Drink Company Inc.("Client") on November 1, 2008.
