0001213900-12-000224 Sample Contracts

FUNDS ESCROW AGREEMENT
Funds 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"):

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SUBSCRIPTION AGREEMENT
Subscription 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”).

SUBSCRIPTION AGREEMENT
Subscription 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”).

THIRD MODIFICATION, WAIVER AND CONSENT AGREEMENT
Waiver 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 NOTE
Secured 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 AGREEMENT
Modification 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").

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 AGREEMENT
Modification 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").

INDEPENDENT CONTRACTOR AGREEMENT
Independent 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.

SUBLICENSE AGREEMENT
Sublicense Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages • Tennessee

THIS SUBLICENSE AGREEMENT (“Agreement”) is being made effective as of August 19, 2008 (the “Effective Date”), by and between Nutraceutical Discoveries, Inc., a Tennessee corporation having an office at 2450 E.J. Chapman Drive, Knoxville, Tennessee 37996 (the “Licensor”), and Attitude Drinks Incorporated, a Delaware corporation having its principal office at 10415 Riverside Drive, Suite 101, Palm Beach Gardens, Florida 33410 (the “Licensee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 19th, 2012 • 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”).

AMENDMENT, WAIVER AND CONSENT AGREEMENT
Waiver and Consent Agreement • January 19th, 2012 • Attitude Drinks Inc. • Beverages • New York

This Amendment, Waiver and Consent Agreement is made this 17th day of February, 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”), September 29, 2008 (“Alpha Funding”), and January 27, 2009 (“January 2009 Funding”) (collectively “Subscription Agreements”).

NUTRAGENESIS Innovations in Functional Nutrition*
Attitude Drinks Inc. • January 19th, 2012 • Beverages

NutraGenesis LLC, herein referred to as "NutraGenesis" is a developer, marketer and distributor of proprietary nutraceutical bulk branded raw materials designed for the dietary supplement, food and beverage and cosmeceutical industries.

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