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).
SECURED CONVERTIBLE NOTE DUE December 24, 2015Attitude Drinks Inc. • December 31st, 2014 • 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”).
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”).
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”).
AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • December 31st, 2014 • Attitude Drinks Inc. • Beverages • New York
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of WEST HARTFORD WOB, LLC, a Florida limited liability company (the “Company”), dated as of December 24, 2014, by and among New England WOB, LLC and Attitude Beer Holding Co. (each a “Member and collectively the “Members”).
EXHIBIT (10)(162) GUARANTYAttitude Drinks Inc. • December 31st, 2014 • Beverages • New York
EXHIBIT (10)(155) NON-CIRCUMVENTION – NO SHOP AGREEMENTNo Shop Agreement • December 31st, 2014 • Attitude Drinks Inc. • Beverages • New York
This Non-Circumvention – Commission Agreement (this “Agreement”) is entered into as of this December 24, 2013, among New England WOB, LLC (“NEWOB”), Attitude Beer Holding Co. (“ABH”) and the person identified on the signature page hereto as the principal (“Principal”).
EXHIBIT (10)(156) CONFIDENTIALITY, NONSOLICITATION AND NONCOMPETITION AGREEMENTNonsolicitation and Noncompetition Agreement • December 31st, 2014 • Attitude Drinks Inc. • Beverages • Florida
THIS CONFIDENTIALITY, NONSOLICITATION AND NONCOMPETITION AGREEMENT (this “Agreement”) is effective as of December 24, 2014, between NEW ENGLAND WOB, LLC (the “Franchisee,” “we,” “us” or our”) and ATTITUDE BEER HOLDING CO. (“you” or “your”).
EXHIBIT (10)(160) ESCROW AGREEMENTEscrow Agreement • December 31st, 2014 • Attitude Drinks Inc. • Beverages • New York
This Agreement is dated as of the 24th day of December, 2014 among Attitude Beer Holding Co., 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”):
EXHIBIT (10)(158) JOINT VENTURE AGREEMENTJoint Venture Agreement • December 31st, 2014 • Attitude Drinks Inc. • Beverages • New York
This Joint Venture Agreement is being entered into as of December 24, 2014, between New England WOB, LLC (“NEWOB”) , Attitude Beer Holding Co. (“ABH”), Attitude Drinks, Inc. (“Attitude”), Glenn E. Straub (“Straub”) and James D. Cecil (“Cecil” and together with Straub the “Current Members”)(each a “Party,” collectively the “Parties”).
