X0306 4 2015-11-25 0 0001134765 True Drinks Holdings, Inc. TRUU 0001106662 Smith Vincent C 2560 E. CHAPMAN AVENUE #173 ORANGE CA 92869 0 0 1 0 Series C Convertible Preferred Stock 2015-11-25 4 P 0 30000 100.00 A Common Stock 20000000 56471 I Red Beard Holdings, LLC Common Stock Warrant (Right to Acquire) 0.15 2015-11-25 4 P 0 7000002 0.00 A Common Stock 7000002 7000002 I Red Beard Holdings, LLC On November 25, 2015, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with Red Beard Holdings, LLC, a Delaware limited liability company ("Red Beard"), pursuant to which Red Beard (i) purchased 10,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of November 25, 2015 (the "Initial Investment"), (ii) agreed to purchase an additional 10,000 shares of Series C Preferred on December 18, 2015 (the "Second Investment"), and (iii) agreed to purchase an additional 10,000 shares of Series C Preferred on January 18, 2016, in each case for $100.00 per share (the "Final Investment"). (Continued from Footnote 1) Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment and the Final Investment, the Reporting Person is reporting the acquisition of an aggregate of 30,000 shares of Series C Preferred pursuant to the Purchase Agreement. Each share of Series C Preferred has a stated value of $100 per share (the "Stated Value") and is convertible into that number of shares of the Issuer's Common Stock (the "Common Stock") equal to the Stated Value, divided by $0.15 per share. As a result, the 30,000 shares of Series C Preferred are convertible into 20,000,000 shares of Common Stock (the "Conversion Shares"). The shares of Series C Preferred are exercisable immediately upon issuance and have no expiration date. The securities reported in this row are held by Red Beard. The Reporting Person is the Manager of Red Beard and has sole power to vote and dispose of the securities held by Red Beard. Pursuant to the Purchase Agreement, Red Beard also acquired warrants (the "Warrants") to purchase that number of shares of Common Stock equal to 35% of the Conversion Shares, which have an exercise price of $0.15 per share. Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment and the Final Investment, the Reporting Person is reporting the acquisition of Warrants to purchase an aggregate of 7,000,002 shares of Common Stock. The Warrants have a five-year term and are immediately exercisable. /s/ Vincent C. Smith 2015-12-03