(10)(1) Subscription Agreement for Securities
THIS SUBSCRIPTION AGREEMENT (this “ Agreement ”), is dated as of October 23, 2007, by
and among Attitude Drinks Inc., a Delaware corporation (the “ Company ”), and the subscribers identified on
the signature page hereto (each a “ Subscriber ” and collectively “ Subscribers ”).
WHEREAS , the Company and the Subscribers are executing and delivering this Agreement in reliance
upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or
Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the
“ Commission ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”).
WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the
Company shall issue and sell to the Subscribers, as provided herein, and the Subscribers, in the aggregate, shall
purchase for up to $1,200,000 (the " Purchase Price ") of principal amount of promissory notes of the
Company (“ Note ” or “ Notes ”), a form of which is annexed hereto as Exhibit A , convertible into shares of
the Company's Common Stock, $0.001 par value (the " Common Stock ") at a per share conversion price set
forth in the Note (“ Conversion Price ”); and share purchase warrants (the “ Warrants ”), in the form annexed
hereto as Exhibit B , to purchase shares of Common Stock (the “ Warrant Shares ”). The Notes, shares of
Common Stock issuable upon conversion of the Notes (the “ Shares ”), the Warrants and the Warrant Shares
are collectively referred to herein as the " Securities "; and
WHEREAS , the aggregate proceeds of the sale of the Notes and the Warrants contemplated hereby
shall be held in escrow pursuant to the terms of a Funds Escrow Agreement to be executed by the parties
substantially in the form attached hereto as Exhibit C (the “ Escrow Agreement ”).
NOW, THEREFORE , in consideration of the mutual c