Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Attitude Drinks Inc. | f8k033112_attitude.htm |
| EX-10.2 - FORM OF TEN PERCENT NOTE - Attitude Drinks Inc. | f8k033112ex10ii_attitude.htm |
EXHIBIT 10.1
EXTENSION AGREEMENT
This Extension Agreement is made as of the 31st day of March, 2012 (“Agreement”) among Attitude Drinks Inc., a Delaware corporation (the “Company”), and the noteholders (“Noteholders”) of the Notes as described on Schedule A hereto.
WHEREAS, the Maturity Date of the Notes is March 31, 2012; and
WHEREAS, the Company wishes to extend the Maturity Date of the Notes to March 31, 2014 and wishes the Noteholders to consent to such extension.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby consent and agree as follows:
1. The Maturity Date of the Notes is extended to March 31, 2014.
2. In consideration of the extension of the Maturity Date of the Notes, the Company shall issue to each Noteholder a convertible note in the principal amount representing ten percent (10%) of the principal amount owed to each Noteholder and as further described on Schedule A (“Ten Percent Notes”) in the form annexed hereto as Exhibit B. The Conversion Price of such Ten Percent Notes shall be equal to seventy-five percent (75%) of the average of the three lowest closing bid prices for the Common Stock as reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding a Conversion Date, but in no event greater than $0.02, subject to further reductions as described in the Ten Percent Notes.
3. This Agreement constitutes the entire agreement among the parties, and supersedes all prior and contemporaneous agreements and understandings of the parties in connection herewith. No changes, modifications, terminations or waivers of any of the provisions hereof shall be binding unless in writing and signed by all of the parties thereto.
4. This Agreement may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement may also be executed by either party hereto by facsimile signature, which shall be deemed to be an original signature of such party hereon.
[Signatures to Follow]
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Extension Agreement as of the date first written above.
"COMPANY"
ATTITUDE DRINKS INC.
a Delaware corporation
By: /s/ Roy G. Warren
Its: President and Chief Executive Officer
/s/ Smivel LLC
SMIVEL, LLC
By: Joseph Smith, Partner
| /s/ Alpha Capital Anstalt | /s/ CMS Capital |
| ALPHA CAPITAL ANSTALT |
CMS CAPITAL
|
| /s/ Whalehaven Capital Fund Limited | /s/ Libra Finance, S.A |
| WHALEHAVEN CAPITAL FUND LIMITED | LIBRA FINANCE, S.A. |
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SCHEDULE A TO EXTENSION AGREEMENT
|
SUBSCRIBER
|
ORIGINAL ISSUE DATE
|
OUTSTANDING PRINCIPAL AMOUNT
|
TEN PERCENT
NOTE AMOUNT
|
NEW MATURITY
DATE
|
||||||
|
ALPHA CAPITAL ANSTALT
|
February 2008
|
271,150 | ||||||||
|
Pradafant 7
|
August 2008 original debt
|
|||||||||
|
9490 Furstentums
|
assigned November, 2009
|
253,750 | ||||||||
|
Vaduz, Lichtenstein
|
September 2008
|
263,333 | ||||||||
|
Attn: Konrad Ackerman
|
December 2008
|
60,833 | ||||||||
|
Fax: 011-42-32323196
|
January 2009 & Allonges
|
120,000 | ||||||||
|
January 2009 (Redemption)
|
70,834 | |||||||||
|
March 2009 & Allonges
|
414,834 | |||||||||
|
November 2009
|
111,111 | |||||||||
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January 2010
|
50,000 | |||||||||
|
Libra January 2008
|
5,000 | |||||||||
|
Total
|
1,620,845 | 162,085 |
3/31/2014
|
|||||||
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WHALEHAVEN CAPITAL FUND LIMITED
|
February 2008
|
78,392 | ||||||||
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560 Sylvan Avenue, 3rd Fl.
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March 2009 & Allonges
|
20 | ||||||||
|
Englewood Cliffs, NJ 07632
|
78,412 | 7,841 |
3/31/2014
|
|||||||
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Attn: Michael Finkelstein
|
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Fax: (201) 408-5125
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SMIVEL LLC
|
February 2008
|
4,000 | 400 |
3/31/2014
|
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12642 SW 103rd Court
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Miami, Florida 33176
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CMS CAPITAL, INC.
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January 2008
|
18,852 | 1,885 |
3/31/2014
|
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9612 Van Nuys Blvd. #108
|
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Panorama City, CA 91402
|
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