FIFTH AMENDMENT AND CONSENT AGREEMENT

This Fifth Amendment and Consent Agreement is made as of the 22nd day of February, 2012 (“Agreement”) among Attitude Drinks Inc., a Delaware corporation (the “Company”), and the signators hereto  who are “Subscribers” under certain Subscription Agreements with the Company dated October 23, 2007, January 8, 2008, September 29, 2008, January 27, 2009, March 30, 2009, July 15, 2010, January 21, 2011, March 17, 2011, and July 15, 2011, respectively (collectively “Subscription Agreements” – see Schedule 1).

WHEREAS, the Company is in need of additional funding for its business operations; and

WHEREAS, the Company is contemplating an additional investment of an aggregate of no minimum  and up to a maximum of $600,000 Purchase Price (“New Financing”) in secured promissory notes (“Notes”) and common stock purchase warrants (“Warrants”) of the Company; and

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.           All capitalized terms herein shall have the meanings ascribed to them in the Transaction Documents (as defined in the Subscription Agreements).

2.           The undersigned consent to the Company completing the New Financing and to the amendment of the Security Agreement, and Guaranty to include the New Financing as part of the Obligations and are secured by the Collateral pursuant to the security interest granted pari passu among Subscribers and the investors in the New Financing and in connection therewith authorize the Collateral Agent to make such additional filings at the discretion of the Collateral Agent to memorialize such agreement.

3.           Annexed hereto is the proposed Amended Schedule A to the Security Agreement, Guaranty and Collateral Agent Agreement which includes the New Financing.

4.           The undersigned Subscribers to the Subscription Agreements waive the rights granted to them pursuant to Section 12(b), Right of First Refusal and the restrictions contained in Sections 9(p) Negative Covenants and 9(q) Seniority of the Subscription Agreements, all of the aforementioned only to the extent such rights relate to the New Financing. Each of the undersigned Subscribers to the Subscription Agreements waives the ratchet/reset benefit that such Subscriber is entitled to as a result of any Subscriber’s conversion of a Note or exercise of a Warrant to the extent such conversion or exercise would result in a conversion price or exercise price less than $0.02, provided however all Subscribers will get the ratchet/reset benefit to the $0.02 floor as a result of any such conversion or exercise.  This waiver will not apply to any other issuances by the Company.

5.           The undersigned Subscribers waive the Company’s Reservation obligation as described in Section 9(f) of the Subscription Agreements, Section 3.2.1(c)(D)(e) of the Notes to the extent such requirement is in excess of 100% required reservation of shares for conversion of principal and interest of the Notes as set forth on Schedule 5(d)  until such time as the Company either increases its authorized shares or effectuates a reverse split of its Common Stock, but in any event no later than June 1, 2012.  For purposes of clarification commencing June 2, 2012, the Company is required to have a number of shares of Common Stock equal to 150% of the amount of Common Stock to all Subscribers to be able to convert all of the Notes (including interest that would accrue therein through the Maturity Date (as defined in the Notes) and 100% of the amount of Warrant Shares issuable upon exercise of the Warrants.