COMMON STOCK PURCHASE CLASS A WARRANT HARRISON VICKERS AND WATERMAN INC.Harrison Vickers & Waterman Inc • April 27th, 2015 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, TARPON BAY PARTNERS LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HARRISON VICKERS AND WATERMAN INC., a Nevada corporation (the “Company”), up to 443,833,333 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of April 21, 2015 (this “Agreement”), is among Harrison Vickers and Waterman Inc., a Nevada corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Tarpon Bay Partners LLC, as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes due April , 2017, in the original aggregate principal amount of up to $7,174,166.67 (collectively, the “Notes”) (collectively, the “Secured Parties”).
SECURED CONVERTIBLE NOTE DUE April 20, 2017Purchase Agreement • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of HARRISON VICKERS AND WATERMAN INC., a Nevada corporation, (the “Borrower”), having its principal place of business at 4224 White Plains Road, 3rd Floor, Bronx, New York 10466, due APRIL 20, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
PURCHASE AGREEMENTPurchase Agreement • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of April 21, 2015 between HVW Holdings LLC maintaining an address at 4224 White Plains Road, 3rd Floor, Bronx, NY 10467 (the “Seller”) and Attitude Drinks, Inc. maintaining an address at 712 US Highway 1, Suite 200, North Palm Beach, FL 33408 (the “Purchaser”).
GUARANTYGuaranty • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
EXCHANGE AGREEMENTExchange Agreement • April 27th, 2015 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
This Exchange Agreement (this “Agreement”) is entered into as of April 21, 2015, by and among Attitude Beer Holding Co, a Delaware corporation (“ABH”), Attitude Drinks, Inc. (“ADI” and together with ABH the “Debtors”), Alpha Capital Anstalt (“Alpha”) and Tarpon Bay Partners LLC (“Tarpon” and together with Alpha the “Investors” and together with the Debtors, the “Parties”).
