EXHIBIT (10)(197)


 


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 $16,500.00


 


ATTITUDE DRINKS INCORPORATED 


 


PROMISSORY NOTE DUE MAY 1, 2016


 


THIS Note is a duly authorized issuance
of up to $16,500.00 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 Sixteen Thousand and Five Hundred and 00/100 Dollars (US $16,500.00) on May 1, 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):'


 


	 	 	Late Payment For Each $10,000	 
	 	 	of Note Principal or Interest	 
	No. Business Days Late	 	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 1, 2015


	 	ATTITUDE DRINKS INCORPORATED
	 	 
	 	By: Tommy E. Kee
	 	/s/ Tommy E. Kee
	 	Title CFO


 


	ATTESTOR	 
	 	 	 
	By:	/s/ Connie A. Kee	 
	Name: 	Connie A. Kee