True Drinks Holdings, Inc. NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • July 3rd, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • July 3rd, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS AMENDMENT TO ESCROW AGREEMENT (this “Amendment”) is made as of June 20, 2013 by and among Axiom Capital Management, Inc. (the “Broker”) True Drinks Holdings, Inc. (the “Company”), and Union Bank, N. A., as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Escrow Agreement (defined below).
May 24, 2013Placement Agent Agreement • July 3rd, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
This letter (the “Agreement”) constitutes the agreement between True Drinks Inc., a Nevada corporation (the “Company”) and Axiom Capital Management, Inc. (“Axiom”, the “Placement Agent”) that Axiom shall serve as the placement agent for the Company, during the Term (defined under Paragraph B. below), in connection with the proposed Bridge Offering (the “Bridge Offering” or “Offering”) by the Company of Securities which may be comprised of any combination of senior debt, preferred equity, convertible notes (debentures) or common equity, and warrants in any combination as further defined in the Offering Documents described below (the “Securities”) to accredited investors who invest in the Bridge Offering (the “Purchasers”). It is currently contemplated that the Bridge Offering will raise up to three million dollars ($3,000,000). The Bridge Offering will be coordinated with, and conditioned upon the completion of satisfactory due diligence by the Purchasers and the Company’s execution and
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • July 3rd, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS COLLATERAL AGENT AGREEMENT (this “Agreement”) is made effective as of June 20, 2013, between Union Bank, N.A. or an affiliate thereof (“Collateral Agent”), True Drinks Holdings, Inc., corporation duly organized and validly existing under the laws of the State of Nevada (the “Debtor”) and each of the lenders set forth on the signature pages hereto (each a “Lender” and collectively the “Lenders”).
SECURITY AGREEMENTSecurity Agreement • July 3rd, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of June 20, 2013, is by and among True Drinks Holdings, Inc., a company incorporated in the State of Nevada (the “Company”) and the holders of the Secured Notes identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Union Bank, N.A., or an affiliate thereof, as agent for the Purchasers (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
Re: True Drinks Holdings, Inc. Bridge Note Offering (the “Offering”)Note Subscription Agreement • July 3rd, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products
True Drinks Holdings, Inc. (the “Company”) proposes to amend the terms of the Note Subscription Agreement and the exhibits thereto (collectively, the “Subscription Documents”) pursuant to the terms of this letter agreement (this “Agreement”) prior to the initial closing in the offering contemplated by the Subscription Documents (the “Offering”). If you wish to participate in the Offering please execute this amendment and return per the instructions on the signature page hereto at your earliest convenience. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Documents.
ESCROW AGREEMENTEscrow Agreement • July 3rd, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of June 20, 2013 by and among Axiom Capital Management, Inc. (the “Broker”) (the “Company”), and Union Bank, N. A., as escrow agent (the “Escrow Agent”).
