ESCROW AGREEMENTEscrow Agreement • February 24th, 2012 • Attitude Drinks Inc. • Beverages • New York
This Agreement is dated as of the 22nd day of February, 2012 among Attitude Drinks, Inc., a Delaware corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2012 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of February 22, 2012, by and between Attitude Drinks, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
RE: Placement Agent Agreement for Private Placement of Secured Convertible Promissory Notes and WarrantsAttitude Drinks Inc. • February 24th, 2012 • Beverages • New York
This letter confirms our agreement that Attitude Drinks Incorporated, a Delaware corporation (“ATTD” or the "Company”) has engaged Perrin Holden & Davenport Capital Corp. (together with its affiliates and subsidiaries, “PHD” or the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the proposed private placement (the “Offering”) of secured convertible promissory notes (the “Notes”) and warrants to purchase common stock (“Warrants” and together with the Notes, the “Securities”) of the Company. The terms of the Securities and the gross proceeds of such Offering will be substantially in the form to be negotiated between the Placement Agent and the Company with one or more accredited investors (described below). The gross proceeds of the Offering will be on a best efforts basis (no minimum) up to an aggregate of $1,000,000 (which may include the conversion of existing indebtedness of the Company).
FIFTH AMENDMENT AND CONSENT AGREEMENTAnd Consent Agreement • February 24th, 2012 • Attitude Drinks Inc. • Beverages
This Fifth Amendment and Consent Agreement is made as of the 22nd day of February, 2012 (“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, January 8, 2008, September 29, 2008, January 27, 2009, March 30, 2009, July 15, 2010, January 21, 2011, March 17, 2011, and July 15, 2011, respectively (collectively “Subscription Agreements” – see Schedule 1).
