Roy Warren Sample Contracts

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director, officer: CEO until September 13th, 2013
director until July 19th, 2007
Attitude Drinks Inc. – RE: Placement Agent Agreement for Private Placement of Secured Convertible Promissory Notes and Warrants (July 20th, 2011)

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.

Attitude Drinks Inc. – RE: Placement Agent Agreement for Private Placement of Secured Convertible Promissory Notes and Warrants (July 6th, 2011)

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 $400,000.

Attitude Drinks Inc. – RE: Placement Agent Agreement for Private Placement of Secured Convertible Promissory Notes and Warrants (June 1st, 2011)

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 up to an aggregate of $900,000.

Attitude Drinks Inc. – RE: Placement Agent Agreement for Private Placement of Secured Convertible Promissory Notes and Warrants (May 10th, 2011)

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 non-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 $600,000.

Attitude Drinks Inc. – NOTICE OF WAIVER OF CERTAIN CONDITIONS (April 11th, 2008)

This Notice of Waiver of Certain Conditions (“the Waiver”) is made to be effective as of February 8th, 2008 in favor of Attitude Drinks Inc., a Delaware corporation, (the “Company”) by (i) Roy G. Warren, (ii) Alpha Capital Anstalt, and (iii) Whalehaven Capital Fund Limited, who were each a Subscriber under that certain Subscription Agreement dated as of October 23, 2007 (the “Subscription Agreement”).

Attitude Drinks Inc. – NOTICE OF WAIVER OF CONDITIONS (April 11th, 2008)

This Notice of Waiver of Conditions (“the Waiver”) is made to be effective as of April 8, 2008 in favor of Attitude Drinks Inc., a Delaware corporation, (the “Company”) by (i) Roy G. Warren, (ii) Alpha Capital Anstalt, and (iii) Whalehaven Capital Fund Limited, who were each a Subscriber under that certain Subscription Agreement dated as of October 23, 2007 (the “Subscription Agreement”) and (iv) Mahoney Associates, (v) CMS Capital, and (vi) Momona Capital LLC, who are holders of the Company’s Secured Convertible Notes issued under that certain Subscription Agreement dated as of January 8, 2008 (the “January 8th Subscription Agreement”).

Attitude Drinks Inc. – NOTICE OF WAIVER OF CERTAIN CONDITIONS (March 3rd, 2008)

This Notice of Waiver of Certain Conditions (“the Waiver”) is made to be effective as of February 8th, 2008 in favor of Attitude Drinks Inc., a Delaware corporation, (the “Company”) by (i) Roy G. Warren, (ii) Alpha Capital Anstalt, and (iii) Whalehaven Capital Fund Limited, who were each a Subscriber under that certain Subscription Agreement dated as of October 23, 2007 (the “Subscription Agreement”).

Bravo Foods International Corp – Exhibit Coca-Cola Enterprises, Inc. July 29, 2005 Bravo! Foods International Corp. 11300 U.S. Highway 1, Suite 202 North Palm Beach, FL 33408 Ladies and Gentlemen: On Wednesday, July 13, 2005, Coca-Cola Enterprises Inc. ("CCE") purchased, from nine separate investors in Bravo! Foods International Corp. ("Bravo"), options (the "Options") to acquire securities that would entitle CCE to acquire approximately 69 million shares of Bravo's common stock, representing approximately 23% of the authorized shares of Bravo's common stock. This is in furtherance of our discussions with you concerning a pro (August 3rd, 2005)
China Premium Food Corp – Vesting $1.00 $2.00 $3.00 $4.00 $5.00 Dates Options Options Options Options Options ------- ------- ------- ------- ------- ------- 1/1/2001 25% 25% 25% 25% 25% 7/1/2001 25% 25% 25% 25% 25% 1/1/2002 25% 25% 25% 25% 25% 7/1/2002 25% 25% 25% 25% 25% General Conditions - Options 4.9. Provided that, these Signing and Performance Options shall vest only if McCormack is employed by the Company on the applicable Vesting Date. If McCormack is not employed by the Company on the applicable Vesting Date, then the option to purchase common shares appurtenant to such options shall be null and void and McCo (May 4th, 2001)
China Premium Food Corp – Exhibit Share Transfer Agreement SHARE TRANSFER AGREEMENT This Agreement is made and entered into by and between the following two parties on November 12 , 2000 in Shanghai : 1. China Premium Food Corp. (formerly known as China Peregrine Food Corp., hereinafter referred to as "Party A"), a corporation duly established and existing under the law of Delaware, USA, with its business place at: 11300 US Highway 1, North Palm Beach, Florida 33408; and 2. Hangzhou Dairy Complex Company (hereinafter referred to as "Party B"), a company duly established and existing under the PRC law, with its legal ad (December 8th, 2000)