Exhibit
4.1


 


Note:
September 22, 2016


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNTIED 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: September 22, 2016 Total Face Value of Note: $110,000 Initial Consideration: $10,000 Initial Original Issue Discount: $1,000
Initial Principal Sum Due: $11,000


 


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 in the principal amount of $110,000 (the “Note”). This Note will become
effective only upon execution by both parties and delivery of the first payment of consideration by the Holder (the
“Effective Date”).


 


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 $110,000 (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. Upon the execution of this Note the sum of $10,000 shall be remitted
and delivered to the Company, and $1,000 shall be retained by the Purchaser through an original issue discount (the
“OID”) for due diligence and legal bills related to this transaction. The OID is set at 10% of any
consideration paid. The Holder may pay additional Consideration to the Company in such amounts and at such dates (each, an “Additional
Consideration Date”) as Holder may choose in its sole discretion. The Principal Sum due to Holder shall be prorated
based on the Consideration actually paid by Holder (plus the “guaranteed” interest and 10% OID, both which are
prorated based on the Consideration actually paid by the Holder, as well as any other interest or fees) such that the Company
is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this Note. The
Maturity Date is one year from the Effective Date of each payment (the “Maturity Date”) and is the date
upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and
payable.


 






    


    


    

 


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”).


 


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.


 






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“Conversion
Price” shall be equal to lower of: (a) 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 or (b) 60% of the
lowest trading price of the Company’s common stock during the 10 consecutive Trading Days prior to the Effective Date. 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.


 


“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) any additional payments made by the Holder towards the Principal Sum (iii)
all guaranteed and other accrued but unpaid interest hereunder, (iv) any fees due hereunder, (v) liquidated damages, and (vi)
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).


 






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(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.


 


(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”).


 




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(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.


 


(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) any default of any mortgage,
indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed
by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee
now exists or shall be created hereafter; (vii) if the Company is subject to any Bankruptcy Event; (viii) 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; (ix) failure of the
Company to remain in good standing with the State of Nevada; (x) 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; (xi) failure by the Company to maintain the Required Reserve in accordance with
the terms of Section 1.00(e); (xii) failure of Company’s Common Stock to maintain a closing bid price in its Principal Market
for more than 3 consecutive Trading Days; (xiii) any delisting from a Principal Market for any reason; (xiv) failure by Company
to pay any of its Transfer Agent fees in excess of $4,000 or to maintain a Transfer Agent of record; (xv) failure by Company to
notify Holder of a change in Transfer Agent within 24 hours of such change; (xvi) 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; (xvii)
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; or (xviii) failure
of the Company to abide by the terms of the right of first refusal contained in Section 4.00(k).


 






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(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.


 


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.


 






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(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.


 


(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 and each Additional Consideration Date, as relevant. The Company agrees that this is a material term of this
Note and any breach of this Section 4.00(c) will result in a default of the Note.


 






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(d)Piggyback
Registration Rights. 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.


 


(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.


 






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(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.


 


(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 filing of such press release
or 8-K, the Company represents to the Holder that it shall have publicly disclosed all material, nonpublic 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.


 






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(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.


 


(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.


 


[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:	        
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Email:	 
	 	 	 
	 	Address:	 




 


This
Convertible Promissory Note of September 22, 2016 is accepted this ____ day of September, 2016 by


 





	Iconic Holdings, LLC	 
	 	 	 	 
	By:	 	 
	 	Name:	 	 
	 	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 $110,000 Convertible Promissory Note identified as the
Note)


 





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




 


	 	Re:	$110,000 Convertible Promissory Note (this “Note”)
originally issued by High Performance
Beverages Co., a Nevada corporation, to Iconic Holdings, LLC on September 22, 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, $0.0001 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/Fees 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 $110,000 with Iconic Holdings, LLC.


 


The
documents agreed to and dated September 22, 2016 are as follows:


 


12%
Convertible Promissory Note of High Performance Beverages Co.


Irrevocable
Transfer Agent Instructions


Notarized
Certificate of Chief Executive Officer


Disbursement
Instructions


Company
Capitalization Table


 


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 September 22,
2016.


 


 


 



 





By:


 


Its:


 




    13


    


    

 


EXHIBIT
C


 

NOTARIZED CERTIFICATE OF CHIEF EXECUTIVE OFFICER OF


 

High Performance Beverages Co.


 

(Two Pages)


 


The
undersigned, _______________________ is the duly elected Chief Executive Officer of High Performance Beverages Co.,
a Nevada corporation (the “Company”).


 


I
hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial
books and records, including, but not limited to, the Company’s records relating to the following:


 


		(A)	The
                                         issuance of that certain Convertible Promissory Note dated September 22, 2016 (the “Note
                                         Issuance Date”) issued to Iconic Holdings, LLC (the “Holder”)
                                         in the stated original principal amount of $110,000 (the “Note”);
	 	 	 
		(B)	The
                                         Company’s Board of Directors duly approved the issuance of the Note to the Holder;
	 	 	 
		(C)	The
                                         Company has not received and does not contemplate receiving any new consideration from
                                         any persons in connection with any later conversion of the Note and the issuance of the
                                         Company’s Common Stock upon any said conversion;
	 	 	 
		(D)	To
                                         my best knowledge and after completing the aforementioned review of the Company’s
                                         stockholder and corporate records, I am able to certify that the Holder (and the persons
                                         affiliated with the Holder) are not officers, directors, or directly or indirectly, ten
                                         percent (10.00%) or more stockholders of the Company and none of said persons has had
                                         any such status in the one hundred (100) days immediately preceding the date of this
                                         Certificate;
	 	 	 
		(E)	The
                                         Company’s Board of Directors have approved duly adopted resolutions approving the
                                         Irrevocable Instructions to the Company’s Stock Transfer Agent dated September
                                         22, 2016;
	 	 	 
		(F)	Mark
                                         the appropriate selection:



 


___
The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or


 


___
The Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the
Securities Exchange Act of 1934, as amended, (ii) since _________, 201__, it has no longer been a shell company,
as so defined, and (iii) on_______, 201__, it provided Form 10-type information in a filing with the Securities and
Exchange Commission.


 





		(G)	I
                                         understand the constraints imposed under Rule 144 on those persons who are or may be
                                         deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the
                                         Securities Act of 1933, as amended.
	 	 	 
		(H)	I
                                         understand that all of the representations set forth in this Certificate will be relied
                                         upon by counsel to Iconic Holdings, LLC in connection with the preparation of a legal
                                         opinion.



 


I
hereby affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.


 





	Signed:	 	 	Date:	 
	 	 	 	 	 
	Name:	 	 	Title:	 




 


SUBSCRIBED
AND SWORN TO BEFORE ME ON THIS _________ DAY OF ______________ 2016.


 


Commission
Expires:___________          


 





 



Notary
Public


 




    14


    


    

 


EXHIBIT
D


 





	TO:	Iconic Holdings, LLC
	 	 
	FROM:	High Performance Beverages Co.
	 	 
	DATE:	September 22, 2016
	 	 
	RE:	Disbursement of Funds




 


Pursuant
to that certain Convertible Promissory Note between the parties listed above and dated September 22, 2016, a disbursement of funds
will take place in the amount and manner described below:


 


	Please
    disburse to:	 
	Amount
    to disburse:	$10,000
	Form
    of distribution	Wire
	Name	High
    Performance Beverages Co.
	Company
    Address	 

                                                                                 

                                                                                 

	Wire
    Instructions:	Bank:

         

        ABA
        Routing Number: 

Account Number: 

SWIFT Code: 

Account Name: 

Phone:



 


TOTAL:
$10,000


 


For:
High Performance Beverages Co.


 





	By:	 	 	Dated:	September 22, 2016
	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 	 	 
	Its:	 	 	 	 




 




    15


    


    

 


EXHIBIT
E


 


 


 


16