Registration Shares & Priority Sample Clauses

Registration Shares & Priority. Based upon the transaction documents, the Company shall register for resale the following shares: Purchase Shares 1,700,000 Legal Fee Shares 60,600 Conversion Shares 4,200,000 (being 175% of the shares issuable upon conversion of the Initial Closing Notes and Second Closing Notes) Warrant Shares 2,400,000 Due Diligence Warrant Shares 1,000,000 MOMONA CAPITAL 490,000 M▇▇▇▇▇ ASSOCIATES INC. 490,000 ADVANTAGE DUTY FREE INC. 490,000 EFCOR 30,000 SMIVEL LLC a Florida limited liability company 1▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 200,000 TO: The Persons identified on Schedule A hereto: We have acted as counsel to Attitude Drinks, Inc., a Delaware corporation (the “Company”) and Attitude Drink Company, Inc., a Delaware corporation, (the “Subsidiary”) in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,200,000 principal amount of promissory notes (the "Notes"), issuance of common stock purchase warrants (“Warrants”) and shares of the Company’s $.001 Common Stock (“Purchase Shares”) to the Subscribers identified on Schedule A hereto, pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscribers entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscribers pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of certain corporate documents or records of the Company as described below: