EXHIBIT
(10)(122)


  




NEITHER
THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED
AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION
OR SAFE HARBOR THEREFROM.





	 





	No.	US
$7,500.00	 



 


ATTITUDE
DRINKS INCORPORATED


 


PROMISSORY
NOTE DUE MAY 22, 2016


 


THIS
Note is a duly authorized issuance of up to $7,500.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 712
U.S. Highway 1, Suite #200, North Palm Beach, Florida 33408 (the “Company”) designated as its Note, pursuant to the
Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.


 


FOR
VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the “Holder”),
the principal sum of Seven Thousand Five Hundred and 00/100 Dollars (US $7,500.00) on May 22, 2016 (the “Maturity Date”).
The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company’s
common stock, $.00001 par value per share (“Common Stock”) as set forth below, or in United States dollars, at the address
last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding
principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire
transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the
extent of the sum represented by such check or wire transfer plus any amounts so deducted.


 


This
Note is subject to the following additional provisions:


 


1.      The
Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that
the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the
number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal
aggregate principal amount of Note of different authorized denominations, as requested by the Holder surrendering the same.
No service charge will be made for such registration or transfer or exchange.


 




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2.     The
Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all
or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common
Stock equal to the Current Market Price multiplied by eighty percent (80%) (the “Conversion Price”). “Current
Market Price” means the average of the closing bid prices for the Common Stock as reported by Bloomberg, LP or, if not
so reported, as reported on the over-the-counter market, for the five (5) trading days ending on the trading day immediately
before the relevant Conversion Date (as defined below). The amount of shares issuable pursuant to a conversion shall equal
the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.


 


Conversion
shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to
the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder’s
intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of
shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date
on which notice of conversion is given (the “Conversion Date”) shall be deemed to be the date on which the Holder
faxes or otherwise delivers the conversion notice (“Notice of Conversion”), substantially in the form annexed
hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the
Company at facsimile number ________ ) ATTN: Chief Financial Officer. Certificates representing
Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. (“Delivery
Date”)


 


The
Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section)
could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments
to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of
the Company or the Transfer Agent, in accordance with the following schedule (where “No. Business Days Late” refers
to the number of business days which is beyond three (3)) business days after the Delivery Date):’





	 	 	 
	No.
Business Days Late	 	Late
Payment For Each $10,000

of Note Principal or Interest

Amount Being Converted


	 	 	 
	1	 	$100
	2	 	$200
	3	 	$300
	4	 	$400
	5	 	$500
	6	 	$600
	7	 	$700
	8	 	$800
	9	 	$900
	10	 	$1,000
	>10	 	$1,000+$200
for each Business Day Late beyond 10 days



 




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The
Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder’s remedy for
such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company
fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such
failure is due to causes beyond the Company’s reasonable control or that of its Transfer Agent, the Holder will be entitled to
revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder
shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however,
that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice
shall remain due and owing to the Converting Holder notwithstanding such revocation.


 


If,
by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company’s reasonable control
or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery
Date, the Holder of the Note being converted (a “Converting Holder”) purchases, in an arm’s-length open market transaction
or otherwise, shares of Common Stock (the “Covering Shares”) in order to make delivery in satisfaction of a sale of
Common Stock by the Converting Holder (the “Sold Shares”), which delivery such Converting Holder anticipated to make
using the Shares to be issued upon such conversion (a “Buy-In”), the Converting Holder shall have the right, to require
the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all
other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the
Buy-In Adjustment Amount (as defined below). The “Buy-hi Adjustment Amount” is the amount equal to the excess, if any,
of (x) the Converting Holder’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y)
the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The
Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting
Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock
having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common
Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting
Holder will be $1,000.


 






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In lieu of delivering physical certificates
representing the Common Stock issuable upon conversion, provided the Company’s Transfer Agent is participating in the
Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its
compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and
the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use
its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the
Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission
system.


 


The
Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement
of any case under 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company is a debtor under
the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.
S .C. §362 in respect of such holder’s conversion privilege. The Company hereby waives, to the fullest extent permitted,
any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.


 


3.     
This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged
only in compliance with the Securities Act of 1933, as amended (the “Act”), and other applicable state and foreign securities
laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name
of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note
in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior
to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the Company’s Note Register as the owner hereof for the purpose of receiving payment as herein provided
and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected
by notice to the contrary.


 


4.     
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation
of the Company.


 


5.     
The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will
not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under
circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws
relating to the sale of securities.


 


6.     
This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents
to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection
with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.


 




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Each of the parties hereby waives the right to a trial
by jury in connection with any dispute arising under this Note.


 


7.     The
following shall constitute an “Event of Default”:


 


		a.	The
Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days;
or



 


		b.	Any
of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore
or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading
in any material respect at the time made; or



 


		c.	The
Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or
obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the
Holder of such failure; or



 


		d.	The
Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion
rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any
certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such
transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent
to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement,
and any such failure shall continue uncured for ten (10) business days; or



 


		e.	The
Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit
of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator
or receiver for its or for a substantial part of its property or business; or



 


		f.	A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or



 


		g.	Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or
assets of the Company and shall not be dismissed within sixty (60) days thereafter; or



 




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		h.	Any
money judgment, writ or warrant of attachment, or similar process in excess of Two Hundred Thousand
                                                                                                                                          ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets
                                                                                                                                          and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5)
                                                                                                                                          days prior to the date of any proposed sale thereunder; or





 


			Bankruptcy, reorganization, insolvency
                                                                                                                                          or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of
                                                                                                                                          debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within
                                                                                                                                          sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in
                                                                                                                                          any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding;
                                                                                                                                          or



 


			The Company shall have its Common
                                                                                                                                          Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading
                                                                                                                                          days.



 


Then,
or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by
the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the
Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days
of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and
all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.


 


8.     The
Holder may not convert this Note to the extent such conversion would result in the Holder, together with any
affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules
promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder
after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of
Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance
of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other
shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and
obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and
to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which
portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the
permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the
Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be
converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for
conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the
Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not
less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 






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9.     Nothing
contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or
to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a
shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.


 


IN
WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.


	 	 	 	 	 
	Dated: May 22, 2015	 	 
	 	 	ATTITUDE DRINKS INCORPORATED
	 	 	 
	 	 	By:  Tommy E. Kee
	 	 	/s/ Tommy E. Kee
	ATTESTOR	 	Title CFO
	 	 	 
	By:	/s/ Connie A. Kee	 	 	 
	Name: Connie A. Kee