SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2016 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is “None” or “Not Applicable”, so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.
SECOND CONSENT, WAIVER AND MODIFICATION AGREEMENTSecond Consent, Waiver and Modification Agreement • January 7th, 2016 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
This Second Consent, Waiver and Modification Agreement (“Agreement”) is made and entered into as of December 31, 2015, by and among Be Active Holdings Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in each of the February 2014 Securities Purchase Agreements, December 2014 Securities Purchase Agreements, February 2014 Transaction Documents and December 2014 Transaction Documents (all as defined below), all of the foregoing as amended pursuant to a Consent, Waiver and Modification Agreement dated as of September 21, 2015 (“Consent Agreement”) and the December 2015 Securities Purchase Agreement and December 2015 Transaction Documents (as defined below).
SECURED CONVERTIBLE NOTE DUE DECEMBER 31, 2016Convertible Security Agreement • January 7th, 2016 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of BE ACTIVE HOLDINGS, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 1010 Northern Blvd., Great Neck, NY 11021, due DECEMBER 31, 2016 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
