ESCROW AGREEMENTEscrow Agreement • June 1st, 2011 • Attitude Drinks Inc. • Beverages • New York
This Agreement is dated as of the 15th day of July, 2010 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”):
RE: Placement Agent Agreement for Private Placement of Secured Convertible Promissory Notes and WarrantsAttitude Drinks Inc. • June 1st, 2011 • 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 up to an aggregate of $900,000.
SUBSCRIPTION AGREEMENTLockup Agreement • June 1st, 2011 • Attitude Drinks Inc. • Beverages • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of July 15, 2010, by and between Attitude Drinks, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
