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 April 20, 2017Purchase Agreement • April 27th, 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 APRIL 20, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
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”).
GUARANTYGuaranty • April 27th, 2015 • Attitude Drinks Inc. • Beverages • New York
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 27th, 2015 • Attitude Drinks Inc. • Beverages • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of April 21, 2015, by and between Attitude Drinks, Inc. (“Pledgor”), and Tarpon Bay Partners LLC (“Pledgee”) as collateral agent on behalf of Alpha Capital Anstalt (“Alpha”) and Tarpon Bay Partners LLC (“Tarpon” and together with Alpha the “Investors”);
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 27th, 2015 • Attitude Drinks Inc. • Beverages • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 21, 2015, by and among Harrison Vickers and Waterman Inc., a Nevada corporation (the “Purchaser” or “Company”), and the sellers listed on Schedule A hereto (each a “Seller” and collectively the “Sellers”).
