0001079973-14-000509 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 29th, 2014 • Hangover Joe's Holding Corp • Beverages • New York

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 2, 2014 by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill, Suite 410, Great Neck, NY 11021 (the "Buyer").

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • September 29th, 2014 • Hangover Joe's Holding Corp • Beverages • California

This Note Purchase Agreement (the "Agreement") is made as of September 3, 2014 by and between Hangover Joe's Holding Corporation a Colorado corporation with principal offices at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company") and Tangiers Investment Group, LLC, a Delaware LLC with principal offices at 501 West Broadway, Suite 800, San Diego, CA 92101 (the "Purchaser"). As used herein, the term "Parties" shall be used to refer to the Company and Purchaser jointly.

10% CONVERTIBLE PROMISSORY NOTE OF HANGOVER JOE'S HOLDING CORPORATION
Convertible Note • September 29th, 2014 • Hangover Joe's Holding Corp • Beverages • California

This Note is a duly authorized Convertible Promissory Note of HANGOVER JOE'S HOLDING CORPORATION a corporation duly organized and existing under the laws of the State of Colorado (the "Company"), designated as the Company's 10% Convertible Promissory Note due September 3, 2015 ("Maturity Date") in the principal amount of $40,000 (the "Note").

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