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.”
SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2008 • 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”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • April 11th, 2008 • Attitude Drinks Inc. • Beverages • New York
This Agreement is dated as of the 23rd day of October, 2007 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"):
SECURITY AGREEMENTSecurity Agreement • April 11th, 2008 • Attitude Drinks Inc. • Beverages • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • April 11th, 2008 • Attitude Drinks Inc. • Beverages • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of October 23, 2007, among Barbara R. Mittman (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire promissory Notes issued or to be issued by Attitude Drinks Inc. (“Parent”), a Delaware corporation, at or about the date of this Agreement and subsequent to the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes").
SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2008 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “ Agreement”), is dated as of January 8, 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”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • April 11th, 2008 • Attitude Drinks Inc. • Beverages • New York
This Agreement is dated as of the 8th day of January, 2007 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"):
FORM OF GUARANTYForm of Guaranty • April 11th, 2008 • Attitude Drinks Inc. • Beverages • New York
WAIVER AND CONSENTWaiver and Consent • April 11th, 2008 • Attitude Drinks Inc. • Beverages
Waiver and Consent Agreement made this 8th day of January, 2008 (“Waiver”) 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 (collectively “Subscription Agreements”).
