Exhibit
4.1


 


Note:
August 16, 2016


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES 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 PHYSICAL 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 SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN
THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.


 


12%
CONVERTIBLE PROMISSORY NOTE


 


OF


 


HIGH
PERFORMANCE BEVERAGES CO.


 


Issuance
Date: August 16, 2016


Total Face Value of Note: $50,000


 


This
Note is a duly authorized Convertible Promissory
Note of High Performance Beverages Co. a corporation duly organized and existing under the laws of the State of Nevada (the “Company”),
designated as the Company's 12% Convertible Promissory Note due August 16, 2017 (“Maturity Date”) in the principal
amount of $50,000 (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 (the “Holder”)
the Principal Sum of $50,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal
balance hereof at an amount equivalent to 12% of the Principal Sum, to the extent such Principal Sum and “guaranteed”
interest and any other interest, fees, liquidated damages and/or items due to Holder herein have been repaid or converted into
the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof. The sum of $40,227 shall
be remitted and delivered to the Company, and $9,773 shall be retained by the Purchaser through an original issue discount (the
“OID”) for due diligence and legal bills related to this transaction.


 


In
addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2.00(a), additional
interest will accrue from the date of the Event of Default at the rate equal to the lower of 22% per annum or the highest rate
permitted by law (the “Default Rate”).


 




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This
Note will become effective only upon the execution by both parties, including the execution of Exhibits B, C, D and E and the
Irrevocable Transfer Agent Instructions (the “Date of Execution”) and delivery of the initial payment of consideration
by the Holder (the “Effective Date”).


 


This
Note may be prepaid by the Company, in whole or in part, according to the following schedule:


 


	Days
    Since Effective Date	 	Prepayment
    Amount
	Under
    30	 	100%
    of Principal Amount
	31-60	 	110%
    of Principal Amount
	61-90	 	120%
    of Principal Amount
	91-120	 	130%
    of Principal Amount
	121-150	 	140%
    of Principal Amount
	151-180	 	150%
    of Principal Amount


 


After
180 days from the Effective Date this Note may not be prepaid without written consent from Holder, which consent may be withheld,
delayed or denied in Holder’s sole and absolute discretion. 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. If the Note is in default, per Section 2.00(a) below, the Company may not prepay the Note without written
consent of the Holder.


 


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 60% of the lowest trading price of the Company’s common stock during the 10 consecutive
Trading Days prior to the date on which Holder elects to convert all or part of the Note. For the purpose of calculating the Conversion
Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market) shall be considered to be the beginning
of the next Business Day. If the Company is placed on “chilled” status with the Depository Trust Company (“DTC”),
the discount shall be increased by 10%, i.e., from 40% to 50%, until such chill is remedied. If the Company is not
Deposits and Withdrawal at Custodian (“DWAC”) eligible through their Transfer Agent and DTC’s Fast Automated
Securities Transfer (“FAST”) system, the discount will be increased by 5%, i.e., from 40% to
45%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 40% to 55%. Any default
of this Note not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e.,
from 40% to 50%, in addition to any other discount, as provided above, to the Conversion Price discount.


 




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“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount,
prorated if the Note has not been funded in full), (ii) all guaranteed and other accrued but unpaid interest hereunder, (iii)
any fees due hereunder, (iv) liquidated damages, and (v) any default payments owing under the Note, in each case previously paid
or added to the Principal Amount.


 


“Principal
Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted.


 


“Trading
Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.


 


“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated
damages and/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 restrictions
and limitations contained herein, the Holder shall have the right, at the Holder's sole option, at any time and from time to time
to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock as per
the Conversion Formula. The date of any conversion notice (“Conversion Notice”) hereunder shall be referred
to herein as the “Conversion Date”.


 


(b)     Stock
Certificates or DWAC. The Company will deliver
to the Holder, or Holder’s authorized designee, no later than 2 Trading Days after the Conversion Date, a certificate or
certificates (which certificate(s) shall be free of restrictive legends and trading restrictions if the shares of Common Stock
underlying the portion of the Note being converted are eligible under a resale exemption pursuant to Rule 144(b)(1)(ii) and Rule
144(d)(1)(ii) of the Securities Act of 1933, as amended) 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 DTC’s FAST program, the Company shall
instead 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) broker with DTC through
its DWAC program (provided that the same time periods herein as for stock certificates shall apply).


 


(c)     Charges
and 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, legal opinion and related charges, 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, as well
as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such issuance. Any such fees
or charges, as noted in this Section that are paid by the Holder (whether from the Company’s delays, outright refusal to
pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes
of Rule 144.


 




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(d)     Delivery
Timeline. If the Company fails to deliver
to the Holder such certificate or certificates (or shares through the DWAC program) pursuant to this Section (free of any restrictions
on transfer or legends, if eligible) 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
Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 


(e)     Reservation
of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its
authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder, five times the number of shares of Common
Stock as shall be issuable (taking into account the adjustments under this Section 1.00, but without regard to any ownership limitations
contained herein) upon the conversion of this Note (consisting of the Principal Amount) to Common Stock (the “Required
Reserve”). 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 eligible). If the amount of shares on reserve in Holder’s
name at the Company’s transfer agent for this Note shall drop below the Required Reserve, the Company will, within 2 Trading
Days of notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve is
met. In the event that the Company does not instruct the transfer agent to increase the number of shares so that the Required
Reserve is met, the Holder will be allowed, if applicable, to provide this instruction as per the terms of the Irrevocable Transfer
Agent Instructions attached to this Note. The Company agrees that the maintenance of the Required Reserve is a material term of
this Note and any breach of this Section 1.00(e) will result in a default of the Note.


 


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


 


(g)     Conversion
Delays. If the Company fails to deliver shares
in accordance with the timeframe stated in Section 1.00(b), the Holder, at any time prior to selling all of those shares, may
rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. The rescinded conversion
amount will be returned to the Principal Sum with the rescinded conversion shares returned to the Company, under the expectation
that any returned conversion amounts will tack back to the Effective Date.


 


(h)     Shorting
and Hedging. Holder may not engage in any
“shorting” or “hedging” transaction(s) in the Common Stock prior to conversion.


 




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(i)     Conversion
Right Unconditional. If the Holder shall
provide a Conversion Notice as provided herein, the Company's obligations to deliver Common Stock shall be absolute and unconditional,
irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the Holder of any obligation to the Company.


 


Section
2.00 Defaults and Remedies.


 


(a)     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 Trading Days after the due date;
(ii) a default in the timely issuance of underlying shares upon and in accordance with terms of Section 1.00, which default continues
for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following
the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8K, in each case
in accordance with the provisions and the deadlines referenced Section 4.00(i); (iv) failure by the Company for 3 days after notice
has been received by the Company to comply with any material provision of this Note; (v) failure of the Company to remain compliant
with DTC, thus incurring a “chilled” status with DTC; (vi) if the Company is subject to any Bankruptcy Event; (vii)
any failure of the Company to satisfy its “filing” obligations under the Securities Exchange Act of 1934, as amended
(the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com
and their affiliates; (viii) failure of
the Company to remain in good standing under the laws of the State of Nevada; (ix) any failure of the Company to provide the Holder
with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares,
public float, etc. within 1 Trading Day of request by Holder; (x) failure by the Company to maintain the Required Reserve in accordance
with the terms of Section 1.00(e); (xi) failure of Company’s Common Stock to maintain a closing bid price in its Principal
Market for more than 3 consecutive Trading Days; (xii) any delisting from a Principal Market for any reason; (xiii) failure by
Company to pay any of its Transfer Agent fees in excess of $4,000 or to maintain a Transfer Agent of record; (xiv) failure by
Company to notify Holder of a change in Transfer Agent within 24 hours of such change; (xv) any trading suspension imposed by
the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934
Act; (xvi) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or
its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered
with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; (xvii) failure
of the Company to abide by the terms of the right of first refusal contained in Section 4.00(k).


 


(b)     Remedies.
If an Event of Default occurs, the outstanding
Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election,
immediately due and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means 150%
of the outstanding Principal Amount of this Note, will be automatically added to the Principal Sum of the Note and tack back to
the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the
eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note’s “guaranteed”
interest, at a rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law. Finally, commencing
5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, an additional permanent
10% increase to the Conversion Price discount will go into effect. In connection with such acceleration described herein, the
Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder
may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior
to payment hereunder and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives
full payment pursuant to this Section 2.00(b). No such rescission or annulment shall affect any subsequent event of default or
impair any right consequent thereon. Nothing herein shall limit the Holder's right to pursue any other remedies available to it
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Issuer's failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant
to the terms hereof.


 




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Section
3.00 Representations and Warranties of Holder.


 


Holder
hereby represents and warrants to the Company that:


 


(a)     Holder
is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the
“1933 Act”), and will acquire this Note and the Underlying Shares (collectively, the “Securities”)
for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933
Act, in a manner which would require registration under the 1933 Act or any state securities laws. Holder has such knowledge and
experience in financial and business matters that such Holder is capable of evaluating the merits and risks of the Securities.
Holder can bear the economic risk of the Securities, has knowledge and experience in financial business matters and is capable
of bearing and managing the risk of investment in the Securities. Holder recognizes that the Securities have not been registered
under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities
is registered under the 1933 Act or unless an exemption from registration is available. Holder has carefully considered and has,
to the extent Holder believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the
suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors
were deemed necessary, and has determined that the Securities are a suitable investment for it. Holder has not been offered the
Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices
or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar
or meeting where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means
of general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from
the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Securities and
the Company, and all such questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder
any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and Holder
is relying on its own investigation and evaluation of the Company and the Securities and not on any other information.


 


(b)     The
Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its
incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly
qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material
adverse effect on its business or properties.


 




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(c)     All
corporate action has been taken on the part of the Holder, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note. The Holder has taken all corporate action required to make all of the obligations of the
Holder reflected in the provisions of this Note, valid and enforceable obligations.


 


(d)     Each
certificate or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend),
unless or until registered under the 1933 Act:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,
THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


Section
4.00 General.


 


(a)     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.


 


(b)     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.


 


(c)     Funding
Window. The Company agrees that it will not
enter into a convertible debt financing transaction with any party other than the Holder for a period of 20 Trading Days following
the Effective Date. 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)     Piggyback
Registration Rights. The Company shall include
on the next registration statement (other than a registration statement on Form S-4 or Form S-8) that the Company files with the
SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion
of this Note. Failure to do so will result in liquidated damages of 30% of the outstanding Principal Sum of this Note, but not
less than $20,000, being immediately due and payable to the Holder at its election in the form of a cash payment or an addition
to the Principal Sum of this Note. Provided however this Section shall be null and void and without force and effect if the shares
issuable upon conversion of the Note may be sold under Rule 144 without volume limitation.


 




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(e)     Terms
of Future Financings. So long as this Note
is outstanding, upon any issuance by the Company or any of its subsidiaries of any convertible debt security (whether such debt
begins with a convertible feature or such feature is added at a later date) with any term more favorable to the holder of such
security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then
the Company shall notify the Holder of such additional or more favorable term and such term, at the Holder's option, shall become
a part of this Note and its supporting documentation.. The types of terms contained in the other security that may be more favorable
to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion look back periods,
interest rates, original issue discount percentages and warrant coverage.


 


(f)     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
and Venue. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the
parties shall be brought only in the state courts of California or in the federal courts located in San Diego County, California.


 


(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.


 


(iv)     Delivery
of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only
by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney
as set forth in its most recent SEC filing.


 


(v)     Notices.
Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent
by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier
service for delivery.


 


(g)     No
Bad Actor. No officer or director of the
Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as amended, on the basis of being a “bad
actor” as that term is established in the September 13, 2013 Small Entity Compliance Guide published by the SEC.


 


(h)     Usury.
If it shall be found that any interest or other
amount deemed interest due hereunder violates any applicable law governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to
the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive
the Company from paying all or a portion of the principal, fees, liquidated damages or interest on this Note.


 




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(i)     Securities
Laws Disclosure; Publicity. The Company shall
(a) by 9:30 a.m. Eastern Time on the Trading Day immediately following the Date of Execution, issue a press release disclosing
the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including a copy of this
Note as an exhibit thereto, with the SEC within the time required by the 1934 Act. From and after the issuance of such press release,
the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to the
Holder by the Company, or any of its officers, directors, employees, or agents in connection with the transactions contemplated
by this Note. The Company and the Holder shall consult with each other in issuing any other press releases with respect to the
transactions contemplated hereby, and neither the Company nor the Holder shall issue any such press release nor otherwise make
any such public statement without the prior consent of the Company, with respect to any press release of the Holder, or without
the prior consent of the Holder, with respect to any press release of the Company, none of which consents shall be unreasonably
withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall
promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of the Holder, or include the name of the Holder in any filing with the SEC or any
regulatory agency or Principal Market, without the prior written consent of the Holder, except to the extent such disclosure is
required by law or Principal Market regulations, in which case the Company shall provide the Holder with prior notice of such
disclosure permitted hereunder.


 


The
Company agrees that this is a material term of this Note and any breach of this Section 4.00(i) will result in a default of the
Note.


 


(j)     Attempted
Below-par Issuance. In the event that (i)
any requested conversion hereunder shall be at a Conversion Price that is less than then-current par value of the Company’s
Common Stock and that any or all of such requested conversion would be precluded by state law or otherwise and (ii) within three
business days of the requested conversion, the Company shall not have reduced its par value such that all of the requested conversion
may then be accomplished, then the Company and the Holder agree to the following conversion protocol: the Holder shall generate
and transmit to the Company (X) a “preliminary” Conversion Notice for the full number of shares of Common Stock of
the above-referenced conversion at the Conversion Price without regard to any below-par value conversion issues; (Y) a “par
value” Conversion Notice for the number of shares of Common Stock for the above-referenced conversion with the Conversion
Price increased from the Conversion Price set forth in the “preliminary” Conversion Notice to a Conversion Price at
par value; and (Z) a “liquidated damages” Conversion Notice for that number of shares of Common Stock that represents
the difference between the number of shares of Common Stock in the “preliminary” Conversion Notice and the number
of shares of Common Stock in the “par value” Conversion Notice and the Conversion Price of such “liquidated
damages Common Shares” would be the par value of the Common Stock. The Company acknowledges that any failure by it to provide
the Holder with its full conversion rights under this Note (as a result of a proposed “below par” conversion) will
cause the Holder to incur substantial economic damages and losses of types and in amounts that are impossible to compute and ascertain
with certainty as a basis for recovery by the Holder of actual damages and that liquidated damages would represent a fair, reasonable,
and appropriate estimate thereof. Accordingly, in the event that the Holder is precluded from exercising any or all of its conversion
rights hereunder as a result of a proposed “below par” conversion, the Company agrees that, in lieu of actual damages
for such failure, liquidated damages may be assessed and recovered by the Holder without being required to present any evidence
of the amount or character of actual damages sustained by reason thereof. The amount of such liquidated damages shall be an amount
equivalent to the trading price (without discount) utilized in the “preliminary” Conversion Notice multiplied by the
number of shares calculated on the “liquidated damages” Conversion Notice. Such amount shall be assessed and become
immediately due and payable to the Holder (at its election) in the form of a cash payment, an addition to the Principal Sum of
this Note, or the immediate issuance of that number of shares of Common Stock as calculated on the “liquidated damages”
Conversion Notice. Such liquidated damages are intended to represent estimated actual damages and are not intended to be a penalty,
but, by virtue of their genesis and subject to the election of the Holder (as set forth in the immediately preceding sentence),
will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 




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(k)     Right
of First Refusal. From and after the date of this Note and at all times hereafter while the Note is outstanding, the Parties
agree that, in the event that the Company receives any written or oral proposal (the “Proposal”) containing
one or more offers to provide additional capital or equity or debt financing (the “Financing Amount”), the
Company agrees that it shall provide a copy of all documents received relating to the Proposal together with a complete and accurate
description of the Proposal to the Holder and all amendments, revisions, and supplements thereto (the “Proposal Documents”)
no later than 3 business days from the receipt of the Proposal Documents. Following receipt of the Proposal Documents from the
Company, the Holder shall have the right (the “Right of First Refusal”), but not the obligation, for a period
of 5 business days thereafter (the “Exercise Period”), to invest, at similar or better terms to the Company,
an amount equal to or greater than the Financing Amount, upon written notice to the Company that the Holder is exercising the
Right of First Refusal provided hereby. In furtherance of the Right of First Refusal, the Company agrees that it will cooperate
and assist the Holder in conducting a due diligence investigation of the Company and its corporate and financial affairs and promptly
provide the Holder with information and documents that the Holder may reasonably request so as to allow the Holder to make an
informed investment decision. However, the Company and the Holder agree that the Holder shall have no more than 5 business days
from and after the expiration of the Exercise Period to exercise its Right of First Refusal hereunder. This Right of First Refusal
shall extend to all purchases of debt held by, or assigned to or from, current stockholders, vendors, or creditors, all transactions
under Sections 3(a)9 and/or 3(a)10 or the Securities Act of 1933, as amended, and all equity line-of-credit transactions. In the
event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction
while this note is outstanding, without giving Right of First Refusal to the Holder, a liquidated damages charge of 25% of the
outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable
to the Holder at its election in the form of cash payment or addition to the balance of this Note. Such liquidated damages will
be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 


[Signature
Page to Follow.]


 




    	 	10	 



     


    

 


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.


 


	 	HIGH
    PERFORMANCE BEVERAGES CO.
	 	 
	 	By:	/s/
    Toby McBride
	 	Name:	Toby
    McBride
	 	Title:
    	CEO
	 	Email:	Toby@hpbev.et
	 	Address:	5137
    E Armor St. Cave Creek AZ 85331


 


This
Convertible Promissory Note of August 16, 2016 is accepted this 16 day of August, 2016 by


 


Iconic Holdings,
LLC 


 





	By:	/s/
    Michael Sobeck	 
	 	Name:
    Michael Sobeck	 
	 	Title:
    Manager	 


 




    	 	11	 



     


    

 







EXHIBIT
A


 


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert all or part of that certain $50,000 Convertible Promissory Note identified as the
Note)


 


	DATE:	 	 




	FROM:	Iconic
    Holdings, LLC (the “Holder”)




 


	 	Re:	$50,000
    Convertible Promissory Note (this “Note”) originally issued by High Performance Beverages Co., a Nevada corporation,
    to Iconic Holdings, LLC on August 16, 2016.




 


The
undersigned on behalf of Iconic Holdings, LLC, hereby elects to convert $_______________________ of the aggregate outstanding
Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share,
of High Performance Beverages Co. (the “Company”), according to the conditions hereof, as of the date written below.
If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The undersigned represents
as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned
will not exceed the “Restricted Ownership Percentage” contained in this Note.


 


	Conversion
    information:	 
	 	Date
    to Effect Conversion
	 	 
	 	 
	 	Aggregate
    Principal Sum of Note Being Converted
	 	 
	 	 
	 	Aggregate
    Interest/ Fee of Principal Amount Being Converted
	 	 
	 	 
	 	Remaining
    Principal Balance
	 	 
	 	 
	 	Number
    of Shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable
    Conversion Price
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address




 






    	 	12	 



     


    

 


EXHIBIT
B


 


WRITTEN
CONSENT OF THE BOARD OF DIRECTORS OF


 


HIGH
PERFORMANCE BEVERAGES CO.


 


The
undersigned, being directors of High Performance Beverages Co., a Nevada corporation (the “Company”), acting pursuant
to the Bylaws of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:


 


Convertible
Note with Iconic Holdings, LLC 


 


The
board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a Convertible
Promissory Note in the amount of $50,000 with Iconic Holdings, LLC.


 


The
documents agreed to and dated August 16, 2016 are as follows:


 


12%
Convertible Promissory Note of High Performance Beverages Co.


Irrevocable
Transfer Agent Instructions


Notarized
Certificate of Corporate Secretary


Disbursement
Instructions


 


The
board of directors further agree to authorize and approve the issuance of shares to the Holder at Conversion prices that are below
the Company’s then current par value.


 


IN
WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of August 16,
2016.


 


	/s/
    Toby McBride	 
	By:	Toby
    McBride	 
	Its:	CEO	 




 


 


13