NEITHER THESE SECURITIES NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THIS NOTE DOES NOT REQUIRE PHYSJCAL SURRENDER
OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION
OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST
SET FORTH BELOW.


 


10% CONVERTIBLE PROMISSORY NOTE


 


OF


 


WELL POWER, INC.


 


Issuance Date: August 6, 2014 


Total Face Value of Note: $250,000 


Original Issue Discount: $25,000


 


THIS NOTE is a duly authorized
Convertible Promissory Note of WELL POWER, INC. a corporation duly organized and existing under the laws of the State of Nevada
(the "Company"), designated as the Company's 10% Convertible Promissory Note due August 6, 2015 ("Maturity
Date") in the principal amount of $275,000 (the "Note").


 


FOR VALUE RECEIVED, the
Company hereby promises to pay to the order of Iconic Holdings, LLC or its registered assigns or successors-in-interest
("Holder") the principal sum of up to $275,000 and to pay "guaranteed" interest on the principal balance hereof
(which principal balance shall be increased by the Holder's payment of additional consideration as set forth herein and which increase
shall also include the prorated amount of the original issue discount in connection with Holders payment of additional consideration)
at the rate of 10%, all of which "guaranteed" interest shall be deemed earned as of the date of each such payment of
additional consideration by the Holder on the Maturity Date, to the extent such principal amount and "guaranteed" interest
have been repaid or converted into the Company's Common Stock, $0.001 par value per share (the "Common Stock"),
in accordance with the terms hereof.


 


The initial Purchase Price
will be $110,000 of consideration upon execution of the Note Purchase Agreement and all supporting documentation. The sum of $100,000
shall be remitted and delivered to the Company, and $10,000 shall be retained by the Purchaser through an original issue discount
for due diligence and legal bills related to this transaction. The Holder reserves the right to pay additional consideration at
any time and in any amount it desires, at its sole discretion. The principal sum (including the prorated amount of the original
issue discount) owed by the Company shall be prorated to the amount of consideration paid by the Holder and only the consideration
received by the Company, plus prorated "guaranteed" interest d other fees and prorated original issue discount, shall
be deemed owed by the Company. The original issue discount is set at 10% of any consideration paid. The Company is not responsible
to repay any unfunded portion of this Note.


 


In addition to the "guaranteed"
interest referenced above, and in the Event of Default pursuant to Section 2(e), additional interest will accrue from the date
of the Event of Default at the rate equal to the lower of 20% per annum or the highest rate permitted by law (the "Default
Rate").


 


This note may be prepaid
according to the following schedule: Within sixty (60) days of the date of execution, this note may be prepaid for one hundred
twenty five percent (125%) of face value plus accrued interest. Between sixty (60) and one hundred twenty (120) days from the date
of execution, this note may be prepaid for one hundred thirty percent (130%) of face value plus accrued interest. Between one hundred
twenty (120) and one hundred eighty (180) days from the date of execution, this note may be prepaid for one hundred thirty five
percent (135%) of face value. After one hundred eighty (180) days from the date of execution until the Due Date, this note may
not be prepaid without written consent from Tangiers. Whenever any amount expressed to be due by the terms of this Note is due
on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a
Business Day.


 


For purposes hereof the
following terms shall have the meanings ascribed to them below:


 


"Business Day"
shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required
by law or executive order to remain closed.


 


"Conversion Price"
shall be equal to the lower of $.08 or 55% of the lowest trading price of the Company's common stock during the 15 consecutive
trading days prior to the date on which Holder elects to convert all or part of the Note. If the Company is placed on "chilled"
status with the Depository Trust Company ("DTC"), the discount shall be increased by 10% until such chill is remedied.
If the Company is not Deposits and Withdrawal at Custodian ("DWAC") eligible through their Transfer Agent and
the Depository Trust Company's ("DTC") Fast Automated Securities Transfer ("FAST") system, the
discount will be increased by 5%. In the case of both, the discount shall be a cumulative 15%.


 


"Principal Amount”
shall refer to the sum of (i) the original principal amount of this Note (including the prorated amount of the original issue discount),
(ii) all accrued but unpaid interest hereunder, and (iii) any default payments owing under the Note but not previously paid or
added to the Principal Amount.


 






    	 



    	 



    

 


"Trading
Day" shall mean a day on which there is trading on the Principal Market.


 


"Underlying Shares"
means the shares of common stock into which the Note is convertible (including interest or principal payments in common stock as
set forth herein) in accordance with the terms hereof.


 


The following terms and
conditions shall apply to this Note:


 


Section 1.00 Conversion.


 


(a)                
Conversion Right. Subject to the terms hereof and restnct10ns and limitations contained herein,
the Holder shall have the right, at the Holder's option, at any time to convert the outstanding Principal Amount and interest under
this Note in whole or in part.


 


(b)                
The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein
as the "Conversion Date".


 


(i)                 
Stock Certificates or DWAC. The Company will deliver to the Holder, or Holder's authorized
designee, no later than two 2 Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall
be free of restrictive legends and trading restrictions) representing the number of shares of Common Stock being acquired upon
the conversion of this Note. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon
conversion of this Note, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC")
Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall use commercially reasonable
efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or its designee),
by crediting the account of the Holder's (or such designee's) prime broker with DTC through its Deposits and Withdrawal at Custodian
("DWAC") program (provided that the same time periods herein as for stock certificates shall apply).


 


(ii)               
Charges, Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the
conversion of this Note shall be made without charge to the Holder for any issuance fee, transfer tax, postage/mailing charge or
any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the
issuance of the Common stock to Holder and acknowledges that this is a material obligation of this Note.


 


If the Company fails to deliver to the Holder
such certificate or certificates (or shares through DTC) pursuant to this Section (free of any restrictions on transfer or legends)
prior to 3 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to
$2,000 per day, until such certificate or certificates are delivered. The Company acknowledges that it would be extremely difficult
or impracticable to determine the Holder's actual damages and costs resulting from a failure to deliver the Common Stock and the
inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those
damages and costs. Such liquidated damages will be automatically added to the Principal Amount of the Note.


 


(c)                
Reservation and Issuance of Underlying Securities. The Company covenants that it will at all
times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion
of this Note (and repayments in Common Stock), free from preemptive rights or any other actual contingent purchase rights of persons
other than the Holder, not less than three times the number of shares of Common Stock as shall be issuable (taking into account
the adjustments under this Section 1 but without regard to any ownership limitations contained herein) upon the conversion of this
Note to Common Stock (the "Required Reserve"). These shares shall be reserved in proportion with the consideration actually
received by the Company and the total sharers reserved will be increased with future payments of consideration by Holder to ensure
the Required Reserve is met. The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be
duly authorized, validly issued, fully-paid, non-assessable and freely-tradable. If the amount of shares on reserve at the Transfer
Agent for this Note in Holder's name shall drop below the Required Reserve, the Company will, within two (2) business days of written
notification from Holder, instruct the Transfer Agent to increase the number of shares so that the Required Reserve is met. The
Company agrees that this is a material term of this Note and any breach of this will result in a default of the Note.


 


(d)                
Conversion Limitation. The Holder will not submit a conversion to the Company that would result
in the Holder owning more than 9.99% of the then total outstanding shares of the Company ("Restricted Ownership Percentage").


 


Section 2.00Defaults and Remedies.


 


(e)                
Events of Default. An "Event of Default" is: (i) a default in payment of
any amount due hereunder which default continues for more than 5 business days after the due date; (ii) a default in the timely
issuance of underlying shares upon and in accordance with terms hereof, which default continues for 3 Business Days after the Company
has failed to issue shares or deliver stock certificates within the 3rd day following the Conversion Date; (iii) failure by the
Company for 3 days after notice has been received by the Company to comply with any material provision of the Note Purchase Agreement;
(iv) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (v) if the Company
is subject to any Bankruptcy Event; (vi) any failure of the Company to satisfy its "filing" obligations under the rules
and guidelines issued by OTC Markets News Service, OTC Markets.com and their affiliates; (vii) any failure of the Company to provide
the Holder with information related to the corporate structure including, but not limited to, the number of authorized and outstanding
shares, public float, etc. within 1 day of request by Holder; (viii) failure to have sufficient number of authorized but unissued
shares of the Company's Common Stock available for any conversion; (ix) failure of Company's Common Stock to maintain a bid price
in its trading market which occurs for at least 3 consecutive Trading Days; (x) any delisting for any reason; (xi) failure by Company
to pay any of its Transfer Agent fees or to maintain a Transfer Agent of record; (xii) any trading suspension imposed by the Securities
and Exchange Commission under Sections 120) or 12(k) of the 1934 Act; (xiii) any breach of Section 1.00 (c); (xiv) or any default
after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company in excess of $50,000
or for money borrowed the repayment of which is guaranteed by the Company in excess of $50,000, whether such indebtedness or guarantee
now exists or shall be created hereafter.


 



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Remedies. If an Event
of Default occurs and is continuing with respect to the Note, the Holder may declare all of the then outstanding Principal Amount
of this Note, including any interest due thereon, to be due and payable immediately without further action or notice. In the event
of such acceleration, the amount due and owing to the Holder shall be increased to 150% of the outstanding Principal Amount of
the Note held by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Additionally, this Note
shall accrue interest on any unpaid principal from and after the occurrence and during the continuance of an Event of Default at
a rate of 20%. Finally, the Note will accrue liquidated damages of $1,000 per day from and after the occurrence and during the
continuance of an Event of Default. The Company acknowledges that it would be extremely difficult or impracticable to determine
the Holder's actual damages and costs resulting from an Event of Default and any such additional amounts are the agreed upon liquidated
damages representing a reasonable estimate of those damages and costs. The remedies under this Note shall be cumulative and automatically
added to the principal value of the Note.


 


Section 3.00 General.


 


(f)                 
Payment of Expenses. The Company agrees to pay all reasonable charges and expenses,
including attorneys' fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting
any amount due under this Note.


 


(g)                
Assignment, Etc. The Holder may assign or transfer this Note to any transferee at its
sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and
its successors and permitted assigns.


 


(h)                
Governing Law; Jurisdiction.


 


(i)                 
Governing Law. This note will be governed by and
construed in accordance with the laws of the state of California without regard to any conflicts of laws or provisions thereof
that would otherwise require the application of the law of any other jurisdiction.


 


(ii)               
Jurisdiction. Any dispute or claim arising to or
in any way related to this Note or the rights and obligations of each of the parties hereto shall be settled by binding arbitration
in San Diego, California. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration
Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both parties'
review and deletion of those arbitrators on the approved list having a conflict of interest with either party. The Company agrees
that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on such judgment or in any other lawful manner.


 


(iii)             
No Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights
it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this note.





 



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IN WITNESS WHEREOF, the Company has
caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.


 


 


WELL POWER, INC.


 


By: /s/ Dan Patience


Name: Dan Patience


Title: President


Date: 8/6/2014


 


This Note is acknowledged as:Note of
August 6, 2014


 








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