Exhibit 4.2


 


Exchange Note: August 16, 2016


 


THIS
12% CONVERTIBLE NOTE IS ISSUED IN EXCHANGE FOR CERTAIN DEBTS OWED TO GHS INVESTMENTS, LLC ON OR BEFORE FEBRUARY 5, 2016 BY THE
COMPANY. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON NOVEMBER 20, 2015 AND DECEMBER 31, 2015.


 


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 EXCHANGE NOTE


 


OF


 


HIGH
PERFORMANCE BEVERAGE, CO.


 


Issuance
Date: August 16, 2016


Exchange
Date: August 16, 2016


Issuance
Date of Original Notes for Purposes of Rule 144: November 20, 2015 and December 31, 2015


Total
Face Value of Exchange Note: $108,897.55


 


This
Note is a duly authorized Convertible Exchange
Note of High Performance Beverage, Co., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”),
designated as the Company's 12% Convertible Exchange Note due August 16, 2017 (“Maturity Date”) in the principal
amount of $108,897.55 (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 $108,897.55 (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.








 






    	 	1	 



     


    

 


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 20% 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, C1, C2 and the Irrevocable
Transfer Agent Instructions (the “Effective Date”).


 


This
Note may not be prepaid in whole or in part except as otherwise provided herein. 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 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.


 


“Conversion
Price Floor” shall be equal to $.00005.


 


“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.


 






    	 	2	 



     


    

 


“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.


 


(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.


 






    	 	3	 



     


    

 


(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.


 


(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.


 






    	 	4	 



     


    

 


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 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; or (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.


 


(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 125% 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 20% per annum or the maximum
rate permitted under applicable law. Additionally, commencing 5 days after the occurrence of any Event of Default that results
in the eventual acceleration of this Note, the definition of “Conversion Price Floor” is hereby deleted and all references
to “Conversion Price Floor” are also deleted in their entirety. 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.


 






    	 	5	 



     


    

 


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.


 


(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:


 






    	 	6	 



     


    

 


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 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.


 


(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.


 






    	 	7	 



     


    

 


(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.


 


(i)        
Securities
Laws Disclosure; Publicity. The Company shall (a) by 9:30 a.m. Eastern Time on the Trading Day immediately following the
Effective Date, 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.


 






    	 	8	 



     


    

 


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.


 






    	 	9	 



     


    

 




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


 


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




 


This Convertible Exchange 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	 




 


 


 


[SIGNATURE PAGE TO CONVERTIBLE EXCHANGE NOTE]


 












    	 	10	 



     


    

 


EXHIBIT A - FORM OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert all or part of that certain $108,897.55 Convertible Exchange Note identified as
the Note)


 


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




 


	 	Re:	$108,897.55 Convertible Exchange Note (this “Note”)
issued by High Performance Beverage, Co., a Nevada corporation (the “Company”), to Iconic on August 16, 2016.
The debt underlying this Note was memorialized in that certain $110,000 Assignment of Debt (the “Debt”), wherein
Iconic purchased $27,500 of a $250,250 Convertible Note (“Note A”) dated November 20, 2015 and an $82,500 Note
(“Note B”) dated December 31, 2015, on February 5, 2016 from the GHS Investments, Inc. (the “Assignor”).
The Assignor acquired Note A from the Company on November 20, 2015. The Assignor acquired Note B from the Company on December
31, 2015




 


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 of High Performance Beverage,
Co. 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




 


  


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