COMMON STOCK PURCHASE CLASS A WARRANT HARRISON VICKERS AND WATERMAN INC.Harrison Vickers & Waterman Inc • April 27th, 2015 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, TARPON BAY PARTNERS LLC 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 443,833,333 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).
COMMON STOCK PURCHASE CLASS A WARRANT HARRISON VICKERS AND WATERMAN INC.Harrison Vickers & Waterman Inc • September 15th, 2015 • Services-business services, nec
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).
SECURED CONVERTIBLE NOTE DUE MAY 20, 2018Purchase Agreement • June 27th, 2016 • Harrison Vickers & Waterman Inc • Services-business services, nec • 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 11231 U.S. Highway 1 #201, North Palm Beach, Florida 33408, issued May 20, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of April 21, 2015 (this “Agreement”), is among Harrison Vickers and Waterman Inc., a Nevada 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 April , 2017, in the original aggregate principal amount of up to $7,174,166.67 (collectively, the “Notes”) (collectively, the “Secured Parties”).
Agreement and Plan of Merger among Harrison, Vickers & Waterman, Inc. and PEN Merger Sub, LLC and Pacific Energy Network LLC and The Members of Pacific Energy Network LLCAgreement and Plan of Merger • October 14th, 2022 • Harrison Vickers & Waterman Inc • Retail-eating & drinking places • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated July 15, 2022 (“Effective Date”), is entered into among Harrison, Vickers & Waterman, Inc., a Wyoming corporation (“Parent”), PEN Merger Sub, LLC, a California limited liability company (“Merger Sub”), Pacific Energy Network LLC a California limited liability company (“Target”), and Robert William Tetsch on behalf of the members of Target (as specifically set forth on Exhibit A attached hereto, collectively, “Target Members”).
SECURED CONVERTIBLE NOTE DUE JULY 29, 2017Purchase Agreement • September 15th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • 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”).
CAMBRIDGE CRAFT, LLC OPERATING AGREEMENT As of September 25, 2015 OPERATING AGREEMENTOperating Agreement • November 16th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
THIS OPERATING AGREEMENT (the “Agreement”) of CAMBRIDGE CRAFT, LLC, a Connecticut limited liability company (the “Company”), dated as of September 25, 2015, by and among New England WOB, LLC and Attitude Beer Holding Co. (each a “Member and collectively the “Members”).
SUBSCRIPTION AGREEMENT HARRISON, VICKERS & WATERMAN, INC.Subscription Agreement • October 14th, 2022 • Harrison Vickers & Waterman Inc • Retail-eating & drinking places • Wyoming
This SUBSCRIPTION AGREEMENT (this “Agreement”) effective ___________________, by and between, HARRISON, VICKERS & WATERMAN, INC. a Wyoming Corporation (the “Seller”) and _________________________ (the “Purchaser”) with respect to the following facts and circumstances:
PURCHASE AGREEMENTPurchase Agreement • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • 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 Attitude Drinks, Inc. maintaining an address at 712 US Highway 1, Suite 200, North Palm Beach, FL 33408 (the “Purchaser”).
SECURED NEGOTIABLE CONVERTIBLE NOTE DUE APRIL 25, 2018Security Agreement • June 27th, 2016 • Harrison Vickers & Waterman Inc • Services-business services, nec • 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 11231 U.S. Highway 1, #201, North Palm Beach, FL 33408, due April 25, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SHARP PERFORMANCE, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 12th, 2010 • Sharp Performance Inc • Services-business services, nec • New York
GUARANTYGuaranty • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
CONTRIBUTION AGREEMENTContribution Agreement • September 23rd, 2009 • Sharp Performance Inc • Connecticut
THIS CONTRIBUTION AGREEMENT (“Agreement”) made as of the 6th day of June, 2009, by and among the undersigned who is the holder of the Membership Interest of Sharp Performance Associates, LLC, a Limited Liability Company organized under the laws of Connecticut, (collectively, the “Contributor”), and Sharp Performance, Inc., a Nevada corporation (“Issuer”).
EXCHANGE AGREEMENTExchange Agreement • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
This Exchange Agreement (this “Agreement”) is entered into as of April 21, 2015, by and among Attitude Beer Holding Co, a Delaware corporation (“ABH”), Attitude Drinks, Inc. (“ADI” and together with ABH the “Debtors”), Alpha Capital Anstalt (“Alpha”) and Tarpon Bay Partners LLC (“Tarpon” and together with Alpha the “Investors” and together with the Debtors, the “Parties”).
JOINT VENTURE AGREEMENTArea Development Agreement • February 16th, 2016 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
THIS OPERATING AGREEMENT (the “Agreement”) of ___________, LLC, a Florida limited liability company (the “Company”), dated as of ___________, 2016, by and among Southeast Florida Craft, LLC and Attitude Beer Holding Co. (each a “Member and collectively the “Members”).
SECURITIES AGREEMENTSecurities Agreement • September 10th, 2013 • Sharp Performance Inc • Services-business services, nec • Connecticut
This Securities Agreement (this “Agreement”) is dated as of September 6, 2013, by HVW Holdings LLC, a Connecticut limited liability company (the “Management”), Sharp Performance, Inc., a Nevada corporation (the “Company”), and Robert Sharp; and
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 10th, 2013 • Sharp Performance Inc • Services-business services, nec • Connecticut
This Asset Purchase Agreement (this “Agreement”) is dated as of September 5th, 2013, HARRISON VICKERS AND WATERMAN, LLC, a New York limited liability company (the “Company”), and Sharp Performance, Inc., a Nevada corporation (the “Purchaser”); and
MANAGEMENT AGREEMENTManagement Agreement • September 10th, 2013 • Sharp Performance Inc • Services-business services, nec • Connecticut
This Management Agreement ("Agreement") is made on the 6th day of September, 2013 (“Effective Date”) between HVW HOLDINGS LLC (the “Management”), a Connecticut limited liability company, with principal offices at 44 Strawberry Hill Avenue, Stamford, CT 06902, and Sharp Performance, Inc. (the “Company”) a Nevada corporation, with principal offices at 12 Fox Run, Sherman CT 06874.
PLEDGE AGREEMENTPledge Agreement • September 10th, 2013 • Sharp Performance Inc • Services-business services, nec • Connecticut
PLEDGE AGREEMENT ("Agreement") entered into as of the 5th day of September 2013, by and among the persons set forth on Schedule 1 (the “Secured Party”), and Sharp Performance, Inc. (“Pledgor” or the “Company”).
