Replies to post #30138 on Attitude Drinks Inc. (fka ATTD)

[crestronwizard]

LOL. It's right there. I'm not responsible for teaching anyone to know how to read info that is clearly stated. LOL.

[Tigzirt]

EXHIBIT A

EQUITY PURCHASE AGREEMENT (EPA)
CONFIDENTIAL TERM SHEET

Issuer:
Attitude Drinks Incorporated (the “Issuer”), a Delaware corporation

Purchaser:
Southridge Partners II LP, a Delaware limited partnership (the “Purchaser”)

Advisor/Agent:
Southridge Advisors, LLC will act as Advisor to the Purchaser (“Advisor”) and will perform all administrative functions on behalf of the Purchaser.

EPA Facility:
Commitment to purchase up to $10,000,000 of the Company’s common stock (the “Commitment Amount”).

Securities:
Registered common stock issued in a private placement pursuant to the Securities Act of 1933.

Term:
Two years

Draw Down:
The Company may draw upon the Facility periodically during the Term (a “Draw Down”) by the Company’s delivery to the Purchaser of a written notice (a “Draw Down Notice”) requiring the Purchaser to purchase a dollar amount in shares of common stock (a “Draw Down Amount”). In no event may the shares issuable pursuant to a Draw Down Notice, when aggregated with the shares then held by the Purchaser on the date of the Draw Down, exceed 9.99% of the Company’s outstanding common stock.

Purchase Price:
The purchase price per share of common stock purchased under the EPA Facility shall equal 91% of the low closing bid price during the Valuation Period (the “Purchase Price”). On the date that a Draw Down Notice is delivered to Purchaser, the Company shall deliver an estimated amount of shares to Purchaser’s brokerage account equal to 125% of the investment amount indicated in the Notice divided by the closing bid price for the trading day immediately prior to the date of the Draw Down Notice (“Estimated Shares”). The Valuation Period shall begin the first trading day after the Estimated Shares have been delivered to Purchaser’s brokerage account and have been cleared for trading. At the end of the Valuation Period, if the number of Estimated Shares delivered to Purchaser is greater than the shares issuable pursuant to a Draw Down, then Purchaser shall return to Company the difference between the Estimated Shares and the actual number of shares issuable pursuant to the Draw Down. If the number of Estimated Shares is less the shares issuable under the Draw Down, then the Company shall issue additional shares to Purchaser equal to the difference.

Have fun!