f8k033112ex10i_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	 	 	 	 	  
	  	
January 2010

	 	 	50,000	 	 	 	 	  
	  	
Libra January 2008

	 	 	5,000	 	 	 	 	  
	  	
  Total

	 	 	1,620,845	 	 	 	162,085	 	
3/31/2014


	  	  	 	 	 	 	 	 	 	 	  
	
WHALEHAVEN  CAPITAL FUND LIMITED

	
February 2008

	 	 	78,392	 	 	 	 	 	  
	
560 Sylvan Avenue, 3rd Fl.

	
March 2009 & Allonges

	 	 	20	 	 	 	 	 	  
	
Englewood Cliffs, NJ 07632

	  	 	 	78,412	 	 	 	7,841	 	
3/31/2014


	
Attn: Michael Finkelstein

	  	 	 	 	 	 	 	 	 	  
	
Fax: (201) 408-5125

	  	 	 	 	 	 	 	 	 	  
	
SMIVEL LLC

	
February 2008

	 	 	4,000	 	 	 	400	 	
3/31/2014


	
12642 SW 103rd Court

	  	 	 	 	 	 	 	 	 	  
	
Miami, Florida 33176

	  	 	 	 	 	 	 	 	 	  
	  	  	 	 	 	 	 	 	 	 	  
	
CMS CAPITAL, INC.

	
January 2008

	 	 	18,852	 	 	 	1,885	 	
3/31/2014


	
9612 Van  Nuys Blvd. #108

	  	 	 	 	 	 	 	 	 	  
	
Panorama City, CA 91402

	  	 	 	 	 	 	 	 	 	  





 


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