UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 24, 2016

HIGH PERFORMANCE BEVERAGES COMPANY

(Exact name of registrant as specified in its charter)

Nevada		000-55973		27-3566307
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5137 E. Armor St., Cave Creek, AZ 85331

(Address of principal executive offices) (Zip code)

602.326.8290

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Convertible Promissory Note

On August 24, 2016 (the “Effective Date”), High Performance Beverages Company, a Nevada corporation (the “Company”), sold an Original a 12% Convertible Promissory Note in the principal amount of $50,000 (the “Note”) for cash consideration of $40,227 with $9,773 being retained by the purchase of the Note through an original issue discount for due diligence and legal fees related to the Note purchase.

The Note may be converted into common stock of the Company at any time after the Maturity Date at a price 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. However, 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 the Note (as set forth in the 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, to the Conversion Price discount. Additionally, if an event of default occurs (as defined in the Note), the outstanding principal amount of the Note shall become at the holder’s electing immediately due an amount equal to 150% of the outstanding principal amount of the Note. Commencing 5 days after the occurrence of any event of default that results in the eventual acceleration of the Note, the Note will accrue an 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 by applicable law.

The Note matures on August 16, 2017 (“Maturity Date”). The Company may prepay the Note as follows:

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 the Note may not be prepaid without written consent from holder.

The Note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 9.99% of the issued and outstanding shares of the Company’s common stock.

Exchange Agreement and Exchange Note

Effective as of August 24, 2016 the Company entered into an exchange agreement (“Exchange Agreement”) with Iconic Holdings, LLC (“Holder’). On or before November 20, 2015, the Company had previously issued to an investor (the “Original Investor”) a promissory note in the amount of $250,000 (“Note A”) and on or before February 5, 2016, the Company had issued a promissory note to the Original Investor in the principal amount of $82,500 (“Note B” and collectively with Note A, the “Original Notes”). The Original Notes were purchased by the Holder on February 5, 2016 and exchanged into a new note in the principal amount of $108,897.55 (the “Exchange Note”).

In connection with the Exchange Agreement, the Holder entered into a Debt Assignment wherein the Holder acquired $110,000 of the Original Notes ($110,000 in principal and $0 in accrued but unpaid interest, together the “Note Portion”) from the Original Investor. Pursuant to the Exchange Agreement the Company issued the Exchange Note to the Holder in the aggregate original principal amount of $108,897.55 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution and not in satisfaction of the Note Portion, however, upon the issuance of the Exchange Note the Note Portion will be deemed cancelled.

The Exchange Note matures on August 16, 2017 and has an interest rate of 12% per annum.

The Conversion Price of the Exchange Note is 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. 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 the Exchange 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 to the Conversion Price discount.

Commencing 5 days after the occurrence of any event of default (as defined in the Exchange Note), in addition to the Exchange Note’s guaranteed interest at a rate equal to the lesser of 20% per annum or the maximum rate permitted under applicable law.

The foregoing descriptions of the Note and the Exchange Agreement, and Exchange Note referred to above do not purport to be complete and are qualified in its entirety by reference to the Note and Exchange Note, copies of which are attached to this Current Report on Form 8-K and incorporated into this Item by reference.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act’), for the private placement of the securities referenced herein pursuant to Section 4(2) of the Act since, among other things, the transaction did not involve a public offering. The Exchange Note was also issue in reliance on 3(a)(9) under the Act.

License Agreement

On August 1, 2016 the Company entered into a license Agreement (the “License Agreement”) with SC Company/ProProm Mexico (“Licensee”) . Pursuant to the License Agreement the Company granted Licensee the exclusive, non-sublicenseable and non-assignable right within Mexico, Central America and South America and any other areas granted in the future to use the Trademarks and Other IP solely in connection with the development, manufacture, distribution, marketing and sale of one or more “Sports Performance Drinks.

The initial term of the License Agreement is three years and provided Licensee is not in default under the Agreement the term of the Agreement shall be automatically extended for one additional three period upon mutually agreeable terms, unless either party notifies the other party in writing at least ninety (90) days prior to the then-scheduled expiration of the Term that such party elects not to extend the Term.

The term the Licensee shall pay the Company royalties in the amount of $10 a case by all sales and other transfers of licensed products and payments of $18,750 per quarter.

The foregoing descriptions of the License Agreement referred to above do not purport to be complete and are qualified in its entirety by reference to the Note, a copy of which are attached to this Current Report on Form 8-K and incorporated into this Item by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 with respect to the Note, the Exchange Agreement and the Exchange Note is hereby incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 with respect to the Note and the Exchange Agreement and the Exchange Note is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Original Issue 12% Convertible Promissory Note
4.2		12% Convertible Exchange Note
99.1		License Agreement between High Performance Beverages Co. and SC Company/ProProm Mexico
99.2		Exchange Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIGH PERFORMANCE BEVERAGES COMPANY

Dated: August 26, 2016	By:	/s/ Toby McBride
		Name: Toby McBride
		Title: Chief Executive Officer

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

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”).

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.

“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.

(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.

(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.

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:

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.

(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.

(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.

(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.]

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

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

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

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.

12% CONVERTIBLE EXCHANGE NOTE

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.

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:

“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 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.

(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.

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

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.

Section 3.00 Representations and Warranties of Holder.

Holder hereby represents and warrants to the Company that:

(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.

(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.

(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.

(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.

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.

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]

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

Exhibit 99.1

LICENSE AGREEMENT

This License Agreement (“Agreement”) is made effective this ____1_ day of August 2016 (“Effective Date”) by and between High Performance Beverages Co, Nevada corporation located at 5137 East Armor Street, Cave Creek, AZ 85331 (hereinafter collectively referred to as “Licensor”) and SC Company/ ProProm Mexico, a Mexico corporation located in Mexico City DF. for itself and its subsidiaries and assigns (hereinafter collectively referred to as “Licensee”). Licensor and Licensee may also be individually referred to as “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Licensor is the sole owner of all rights, title, and interest to the Licensor’s trademark, trade name, copyright, and intellectual property listed in Exhibit A, attached hereto and made a part hereof (the “Trademarks and Other IP”);

WHEREAS, Licensor desires to license to Licensee and Licensee desires to license from Licensor the Trademarks for the use and application to, the sale of, the manufacturing of, and the marketing of (the “Licensed Rights”) only those products defined in this Agreement as “Licensed Products”; and

WHEREAS, the Licensed Rights shall only be applicable within the United States and Canada, which shall be defined as the “Territory” for the purposes of this Agreement.

NOW, IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto mutually agree as follows:

1. LICENSE.

1.1 Grant of Exclusive License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, the exclusive, non-sub-licenseable, and non-assignable right, within the specified “Territory” (as defined below in Section 2), to use the Trademarks and Other IP solely in connection with the development, manufacture, distribution, marketing and sale of one or more “Sports Performance Drinks” (the “License”).

For the purposes of this Agreement, “Sports Performance Drinks” shall be defined as follows:

“All non-alcoholic beverages designed to give a consumer enhanced physiological and/or performance effects and containing, vitamins, herbal ingredients, and/or other similar ingredients.”

Licensor shall notify Licensee of its intent to license other types of beverages other than Sports Performance Drinks and Licensor shall also provide Licensee with the details of any bona fide offers received from any third parties with respect to such a prospective license and thereupon Licensor and Licensee shall, for a period of thirty (30) days negotiate in good faith regarding same and Licensee shall, during such period, be given the right to match such third party offer to Licensor. Notwithstanding the foregoing, Licensee acknowledges that this is a one-time right of first refusal for the type of beverage other than Sports Performance Drinks referenced above and that this right only applies to the specific trademarks and product categories referenced above in connection with the Territory. Licensee further acknowledges that the foregoing right of first refusal is an accommodation to Licensee and Licensee agrees that if Licensor and Licensee shall be unable, for any reason or no reason, to agree within the thirty (30) day period referred to above on the terms of such a license and to enter into a written agreement in furtherance thereof within such period, Licensee shall have no rights with respect thereto and Licensor shall be free to enter into a license agreement for such branded product categories (as long as such agreement does not interfere with the Licensee's rights under this Agreement) with any third party on such terms as Licensor and such third party may then agree to which terms may be more favorable to such third party then those which were negotiated with Licensee during such thirty (30) day period.

1.2 Licensor’s Prior Approval of Licensed Products. Licensor has invested time and resources to develop the Licensor’s business, including without limitation its goodwill, reputation, brand-recognition, quality and image, all of which are valuable to Licensor and of the highest standards. Accordingly, Licensor must at all times have the right to ensure that any Sports Performance Drinks developed or used by Licensee pursuant to the License is consistent with Licensor’s standards, and Licensee’s rights under this Agreement are expressly contingent upon Licensor’s prior written approval of any Sports Performance Drinks developed or proposed by Licensee to contain any of the Trademarks and Other IP. All such approved products shall herein be referred to as the “Licensed Products.” Approval of Licensed Products shall be obtained pursuant to Section 10 below and shall not be unreasonably withheld or delayed.

1.3 No Co-Branding or Multiple Branding of Licensed Products. All Licensed Products shall include only the Trademarks and Other IP, and shall not be co-branded or bear any trademarks, brands, logos, or trade names in addition to the Trademarks and Other IP without Licensor’s prior written approval, which approval may be granted or withheld in the sole discretion of Licensor.

1.4 Retention of Intellectual Property Rights. Except for the specific terms of the License, Licensor expressly retains all ownership, use and other rights (including without limitation all intellectual property and proprietary rights) in and to the Trademarks and Other IP, including without limitation the rights to create, develop, license or otherwise produce other food products, beverages, and/or other products not considered “Sports Performance Drinks,” and the rights to create, develop, license or otherwise produce Sports Performance Drinks outside of the Territory. Without limiting the foregoing: (a) Outside the Territory, the Licensor shall at all times retain the rights to create, develop, license or otherwise produce and use the Trademarks and Other IP in connection with “sports” drinks designed to replenish electrolytes, sugars, water, and other nutrients commonly lost during physical exertion; (b) During the Term of this Agreement and thereafter, the Licensee shall be the owner of all Licensed Products it produces together with all marketing, packing and display materials it develops in support of their sale, but shall not own any intellectual property incorporated therein which is derived from the Trademarks and Other IP as such derivations shall be the property of Licensor; and (d) during the Term of this Agreement and thereafter, Licensor shall own the chemical formula for the Sports Performance Drink and any other Licensed Products.

1.5 No Competitive Licensee Products in the Territory. During the Term of this Agreement, Licensor agrees not to grant any license to any third party that will enable and third party to directly compete with the Licensee by selling other Sports Performance Drinks within the Territory. During the Term of this Agreement, Licensee agrees not to sell or market on its own behalf or enter into any other license with a third party to sell or market any other Sports Performance Drink or similar product.

1.6 Licensor Use of Trademarks and Other IP in Other Applications. Licensee acknowledges that Licensor has used, and expects to use, the Trademarks and Other IP in connection with other products and services throughout the world, that (subject to Licensee’s rights of first refusal pursuant to this Section 1) Licensor may grant additional licenses in the future for territories, products and categories not presently licensed, and that such future licenses and other approvals may be granted to any party(ies) selected by Licensor in Licensor’s sole discretion, including without limitation Licensee and/or third parties.

1.7 Scope of Use. This Agreement authorizes Licensee to use the License during the Term in the Territory in connection with the Licensed Products; no additional rights in the Trademarks and Other IP are granted. Upon the termination of this Agreement, the License shall be revoked and Licensee shall cease all use of the Trademarks and Other IP, except for the post-termination rights granted under this Agreement. Without limiting the foregoing, Licensee shall not use the words and names “High Performance Beverage” or any similar words in connection with its business name or to identify its company owned products without the express prior written consent of Licensor, which consent may be granted or withheld in the sole discretion of Licensor. Licensee shall retain ownership of marks that it independently creates during the Term of this Agreement that do not relate to, compete with, or are similar to Licensor’s Trademarks and Other IP.

1.8 No Licensee Application for Similar or Competing Intellectual Property. Throughout the Term, Licensee shall not make any application for any registration or other protection of copyright, trademark, trade name or other intellectual property anywhere in the world which is similar to or resembling the Trademarks and Other IP or any similar marks or names without the express prior written consent of Licensor, which consent may be granted or withheld in the sole discretion of Licensor.

1.9 Ownership of Trademarks and Other Intellectual Property.

1.9.1 Licensor is Owner. Licensor is, and shall remain during and after the Term of this Agreement the sole and exclusive owner of all Trademarks and Other IP and all: (a) rights, registrations and entitlements thereto; (b) applications, registrations and filings with respect to the Trademarks and Other IP; (c) renewals and extensions of any such applications, registrations and filings; and (d) all modifications, improvements and alterations of all property listed in subparts (a)—(c).

1.9.2 No Modifications. Licensee shall not modify, alter, improve or in any way change the Trademarks and Other IP without the prior written consent of Licensor, which consent may be granted or withheld in the sole discretion of Licensor. Licensor shall notify Licensee in writing of any modification or alteration of the Trademarks and Other IP in any way.

1.9.3 Licensee Acting for Licensor. If Licensee has obtained or obtains in the future, in the Territory, any right, title or interest in the Trademarks and Other IP, or in any marks or other intellectual property which are similar to the Trademarks and Other IP, then Licensee shall be deemed to have acted as an agent and for the benefit of Licensor for the limited purpose of obtaining such registrations and assigning them to Licensor. Nothing in this Section 1.9.3 shall be deemed to authorize Licensee to pursue any such acquisition of intellectual property.

1.9.4 No Licensee Challenge to Licensor. Licensee agrees not to take any action challenging or opposing, or to raise or cause to be raised, either during the Term of this Agreement or thereafter, on any grounds whatsoever, any questions concerning, or objections to, the validity of the Trademarks and Other IP or Licensor’s rights therein within the Territory.

1.9.5 Licensee Shall Assist Licensor to Protect IP. Whenever requested by Licensor, Licensee agrees to cooperate in good faith and assist Licensor in obtaining any registration or other protection for the Trademarks and Other IP in the Territory, including without limitation by providing information and samples regarding the Trademarks and Other IP and Licensed Products.

1.10 License; No Franchise, Joint Venture or Other Arrangement. This Agreement provides for the License within the Territory during the Term and does not constitute, and shall not be construed as, a franchise agreement, joint venture or other arrangement.

2. TERRITORY.

2.1 Definition. The “Territory” of the License shall be Mexico, Central America and South America, and no other areas are granted or guaranteed at this time or in the future.

2.2 No Licensed Products Outside of the Territory. Licensee shall not seek or otherwise transfer the Licensed Products to any individual or entity who intends to sell the Licensed Products outside the Territory or who Licensee has reason to believe may intend to sell the Licensed Products outside the Territory without the prior written consent of Licensor, which consent may be granted or withheld in the sole discretion of Licensor. Licensee further agrees that it shall not sell or distribute the Licensed Products via the internet or any other media or means to any party outside the Territory, or encourage any purchaser of the Licensed Products through the internet to resell or distribute the Licensed Products outside the Territory. Licensor shall notify Licensee of Licensor’s intent to sell or distribute any Sports Performance Drinks outside the Territory and Licensor shall also provide Licensee with the details of any bona fide offers received from any third parties with respect to such a prospective license outside of the Territory and thereupon Licensor and Licensee shall, for a period of thirty (30) days negotiate in good faith regarding selling or distributing Sports Performance Drinks outside of the Territory and Licensee shall, during such period, be given the right to match such third party offer to Licensor. Notwithstanding the foregoing, Licensee acknowledges that this is a one-time right of first refusal for each new prospective Territory and that this right only applies to the specific trademarks and product categories referenced above in connection with the Territory. Licensee further acknowledges that the foregoing right of first refusal is an accommodation to Licensee and Licensee agrees that if Licensor and Licensee shall be unable, for any reason or no reason, to agree within the thirty (30) day period referred to above on the terms of such a license and to enter into a written agreement in furtherance thereof within such period, Licensee shall have no rights with respect thereto and Licensor shall be free to enter into a license agreement for such branded product categories (as long as such agreement does not interfere with the Licensee's rights under this Agreement) with any third party on such terms as Licensor and such third party may then agree to which terms may be more favorable to such third party then those which were negotiated with Licensee during such thirty (30) day period.

2.3 Registration Fees. Licensor shall bear all costs, fees and expenses, if any, that may be related to the filing and/or maintenance of its status as a registered user of any and all of the Trademarks and Other IP in the Territory and in connection with Sports Performance Drinks or any Licensed Products.

3. TERM.

3.1 Initial Term. The initial Term of this Agreement shall be three (3) years from the Effective Date of this Agreement, unless earlier terminated as provided herein (the “Term”).

3.2 Extension of Term. Subject to the provisions of this Agreement (including without limitation the termination provisions), and provided Licensee is not in default under this Agreement, the Term shall be automatically extended for one (1) additional three (3) year period upon mutually agreeable terms, unless either party notifies the other party in writing at least ninety (90) days prior to the then-scheduled expiration of the Term that such party elects not to extend the Term, in which event the Term shall expire at the end of the current Term (each such extension is referred to herein as an “Extension Term”). There may be a total of one (1) successive Extension Term. The Term and any Extension Term may be collectively referred to as the Term.

4. ROYALTY PAYMENTS. Licensee shall pay to Licensor a royalty on Licensed Products sold as set forth in this Section 4 (the “Royalties).

4.1 Amount of Royalties. During the Term, Licensee shall pay Licensor Royalties in the amount of ten dollars ($10) a case by all sales and other transfers of the Licensed Products and $75,000 a year quarterly payments of $18,750.

4.2 Reports. Throughout the Term, Licensee shall provide Licensor with quarterly and annual written Licensed Product sales and activity reports (each, a “Report”) setting forth, in reasonable detail, the sales of Licensed Products and other activities pursuant to this Agreement undertaken by Licensee through this Agreement, including without limitation: (a) the Net Revenue for all applicable periods; (b) any deductions from gross sales to arrive at Net Revenue, with reasonable detail regarding the deductions; (c) the date and amount of any previous Royalty Payments made during the Term by Licensee to Licensor; (d) the current list of Licensed Products receivables, with ageing and by geographic areas; and (e) such other commercially reasonable information as Licensor shall request. The monthly and quarterly summary performance and royalty reconciliation Report shall be delivered to Licensor within ten (20) days after the end of the applicable period of the Term to which the Reports relate. The annual Reports shall be delivered within sixty (60) days after the end of the applicable year of the Term. Prior to the receipt of any Report, the Licensor agrees to execute a confidentiality agreement that is reasonable to the Licensee.

4.4 Payment of Royalties. All Royalties shall be paid by Licensee to Licensor in quarterly payments. First payment due at signing.

4.5 Books, Records and Reports; Inspection and Retention. Licensee shall keep true and accurate books of account and records in accordance with generally accepted accounting principles of all transactions with respect to the Licensed Products. Licensee shall keep such records and all Reports and make them available to Licensor for inspection and copying for a period of four (4) years after the expiration or earlier termination of the Term. Licensor shall have the right from time to time, and at any reasonable time, to review and or hire a third party auditor, who will be subject to an obligation of confidentiality, to audit relevant portions Licensee’s books and records to determine and verify the accuracy of Reports and Royalty payments.

4.6 Licensed Product Selling Prices. Licensee shall set the price of all Licensed Products at a price designed to maximize Net Revenue. Notwithstanding the foregoing, in order to reflect the high standards and quality of Licensor and of the Licensed Products, Licensee agrees that the selling prices for the Licensed Products shall not be below commercially reasonable levels within the territory being sold.

5. LICENSEE TO MAXIMIZE NET SALES; APPLICATION OF RESOURCES. The License is an exclusive licensee within the Territory with respect to the Licensed Products. Therefore, Licensor is depending on Licensee to maximize Net Revenue and Royalties. Accordingly, Licensee shall at all times throughout the Term act in good faith and apply commercially reasonable efforts to maximize Net Revenue, including without limitation application of commercially reasonable monetary and human resources for development, artwork, advertising, marketing, distribution and sales.

6. ATHLETE ENDORSERS. Exclusive to the Licensee and SC Company

7. LICENSEE EXPENSE OBLIGATIONS.

7.1 Each year during the Term, Licensee agrees to spend at least ten percent (5%) of Net Revenues per month on marketing the Licensed Products throughout the Territory (“Marketing Spend”).

8. GOVERNMENTAL APPROVALS, FEES AND COMPLIANCE WITH LAWS. Licensee shall at all times during the Term and any other applicable periods:

8.1 Obtain all governmental approvals, consents, registrations and other matters required under the laws of each country in the Territory in connection with this Agreement.

8.2 Comply with all applicable governmental laws, regulations and other restrictions.

9. PRODUCT STANDARDS; APPROVAL. No Licensed Products shall be in any way distributed, marketed or sold unless such products and/or marketing materials have received the approval of Licensor prior to distribution and/or use as set forth below.

9.1 Approval of Products and Materials. As noted above in this Section and Section 1.2, no Licensed Products, other products or materials shall be distributed, marketed or sold unless the same have been approved by Licensor. To facilitate Licensor’s approval, Licensee shall provide Licensor with all materials and products relating to the License and the Trademarks and Other IP prior to any use of such items (collectively, the “Materials”). The Materials shall include, without limitation: (a) all proposed distribution, marketing, advertising and other materials, including without limitation online, print, television, point of purchase, and all other media materials; (b) all proposed product specifications, formulae (including without limitation the formula for any proposed Sports Performance Drinks), designs, patterns and artwork; (c) all shipping and display packaging and containers; and (d) all prototype products and proposed products. Licensee shall be solely responsible for all costs related to the shipment of Materials to Licensor and the cost of all Materials. Licensee shall submit reasonable quantities of all Materials to Licensor for approval at least thirty (30) days prior to the proposed use of such Materials.

Licensor’s prior approval rights of the Materials shall extend to all aspects of the Materials, including without limitation the packaging, labeling, artwork, packaging, display materials, marketing and sales information and materials, graphics, design, name, and the taste, smell, contents and physical and physiological effects of any Sports Performance Drinks or other Licensed Products.

Licensor shall work in good faith with Licensee on any proposed approval matter; provided, however, that in the event of any dispute between Licensor and Licensee on an approval matter, the decision of Licensor shall be controlling, final and binding. If Licensor fails to approve or disapprove any Materials described in sections 10.1(a) through 10.1(d) in writing within thirty (30) days after receipt, then those Materials shall be deemed approved.

If Licensee does not agree with the decision of Licensor on any Licensed Product or other Materials decision, then Licensee’s sole and exclusive remedy shall be to terminate this Agreement by written notice to Licensor. Licensee agrees that it shall not produce, market, sell display or use, directly or indirectly, any Materials Which Licensor in its reasonable discretion determines are not suitable as a Licensed Product within the scope of the License or are not suitable in connection with a Licensed Product (as applicable).

9.2 Effect of Licensor Approval. Subject to compliance by Licensee with this Agreement, Licensee shall have the right to use any Materials following Licensor’s prior written approval of the applicable Materials. Any approval by Licensor of any Licensed Product or other Materials pursuant to this Agreement or otherwise shall constitute only Licensor’s approval, and shall not constitute any type of certification, including without limitation certification by Licensor that any Licensed Product complies with applicable governmental laws, regulations or other restrictions, has nutritional value, has no adverse health or other effects or of any other matter, all of which shall be the responsibility of Licensee.

9.3 Licensed Product Advertising, Marketing, Distribution and Sale. Licensee shall maintain the highest standards in its advertising, marketing, distribution and sale of the Licensed Products. Licensor shall have the right, at any time and from time to time, to prescribe reasonable retailing and marketing standards to protect the image of the Licensed Products and the Trademarks and Other IP.

9.4 Approval of Manufacturer of Licensed Products. All manufacturers of Licensed Products must be approved by the Licensor, which approval may not be unreasonably withheld, prior to Licensee’s use of any manufacturer to produce any Licensed Product.

9.5 Product Launch Date. Licensee agrees to market, distribute, and offer for sale the first Licensed Products contemplated by this Agreement on or before September 30, 2016.

10. QUALITY CONTROL. Licensor has the right, but not the obligation, to make on-site inspections during regular business hours and upon reasonable notice at Licensee’s manufacturing, distribution and sales points for the Licensed Products to ensure the ongoing quality of the Licensed Products. If, at any time, Licensee produces and sells a Licensed Product of lesser quality than the sample approved by Licensor pursuant to this Agreement, then Licensor shall have the right to give Licensee written notice of such deficiency, which notice shall include a reasonably detailed description of the deficiencies and specify a corrective action (each, a “Product Correction Notice”). Licensee shall promptly cease use of any deficient Licensed Products (unless the Product Correction Notice specifies otherwise) until its quality is improved to the reasonable satisfaction of Licensor and Licensee shall in no event use any deficient Licensed Products.

11. LABELING. All Licensed Products shall contain a label and/or hang-tag (each, a “label”) approved by Licensor as part of Licensor’s approval of the Materials. All labels for the Licensed Products shall include the circle “R” (®) or “TM” (Ô), as appropriate, denoting trademark registration, registration in the Territory, or trademark significance of the brand names, and where applicable, and as specifically requested by Licensor all items subject to copyright protection shall bear a proper and complete circle “C” (©) copyright notice , and in each case Licensor shall be identified as the owner of the Trademarks and Other IP according to the written specifications provided by Licensor to Licensee. Licensor shall have the right from time to time to designate the exact symbols or language to be used by Licensee to denote ownership by Licensor of any Trademarks and Other IP or other property.

12. WARNING LABEL. In addition to the labels designated in Section 12 above, when reasonably directed by Licensor, required by applicable governmental laws, regulations or restrictions, or required by good practice, Licensee shall place a warning label on each of the Licensed Products in a location agreed to by the parties. For purposes of this section, a warning label shall mean any written form of product warning, statement of risk, exculpatory language with respect to potential liability, or description of product materials deemed necessary by Licensor, required by applicable governmental laws, regulations or restrictions, or required by good practice.

13. REQUIRED USE OF TRADEMARK. The parties acknowledge that the faithful representation of the Trademarks and Other IP, as they appear in the applications and registrations of the trademarks, the receipt of copies of which Licensee will acknowledge upon receipt, is mandatory on the part of Licensee with respect to any reproduction issued by Licensee, whether appearing on the Licensed Products or in print or otherwise displayed in other Materials. Licensee further agrees that the Trademarks and Other IP will always be faithfully and as closely reproduced as reasonably possible, unless prior written authorization for modification is received from Licensor, which authorization will not be unreasonably withheld by Licensor. Each new or different use of the Trademarks and Other IP on a Licensed Product shall be submitted to Licensor for approval pursuant to the approval procedures set forth above in this Agreement.

14. TRADEMARK INFRINGEMENT OR MISUSE. Licensee agrees to cooperate with Licensor in protecting and defending the Trademarks and Other IP in the Territory, including protection against counterfeiting and other acts of infringement by third parties. In the event that Licensee becomes aware of any claim or dispute involving the Trademarks and Other IP, or of any counterfeiting or other acts of Trademarks and Other IP infringement in the Territory, Licensee shall promptly give Licensor notice of the nature and extent of same. Licensor has no obligation to take any action whatsoever with respect to any such matter, unless Licensee's rights to use the Trademarks and Other IP pursuant to this Agreement are jeopardized and/or unless Licensor’s ability to fulfill any obligation under this Agreement is impeded, in which case Licensor will take all action reasonably necessary to protect the rights granted to Licensee hereunder. In all other events, Licensor may act as it deems appropriate in its sole and absolute discretion with respect to any such matter, including, without limitation, instituting appropriate legal action. Alternatively, Licensor may authorize Licensee to take action with respect to any such matter, subject however, to any conditions imposed upon Licensee (including, but not limited to, an agreement by Licensee to pay all costs associated therewith). In the event that Licensor authorizes Licensee to take action, Licensee may decline to take such action.

15. GOODWILL. Licensee recognizes the great value of the publicity and goodwill associated with the registered Trademarks and Other IP, and agrees that value and goodwill exclusively belongs to Licensor. Licensee agrees that all goodwill associated with Licensee’s use of the Trademarks and Other IP pursuant to the License and this Agreement shall inure to the benefit of Licensor and that Licensee shall not acquire any rights as a result of the License and use thereof, except the use rights provided by this Agreement. Licensee further acknowledges that the Trademarks and Other IP have acquired a secondary meaning in the mind of the purchasing public and all such rights, as between Licensor and Licensee, are owned by Licensor.

16. INSURANCE & INDEMNITY.

17.1 Insurance

17.1.1 Licensee Insurance. Licensee shall obtain and maintain at its expense during the Term and for four (4) years thereafter standard product liability and general liability insurance policies (collectively, the “Insurance”), in occurrence forms, covering Licensee and Licensor against any claims, damages, liabilities, causes of action, costs and expenses (including without limitation attorneys’ fees) arising in connection with or in any way relating to: (a) any actual or alleged defect or failure to perform of a Licensed Product or of any Materials used in connection therewith; (b) any use by Licensee, directly or indirectly, of the License and the Trademarks and Other IP; (c) any default by Licensee under this Agreement; (d) any indemnification obligations of Licensee under this Agreement; and (e) any injury or death to any person or damage to property caused by Licensee’s use of the License or the Trademarks or Other IP. All policies required by this section shall: (i) be in forms, and issued by carriers, reasonably acceptable to Licensor, and shall be admitted to do business in California; (ii) be in an amount of at least one (1) million Dollars (US $500,000.00) per occurrence and at least two (2) million Dollars (US $500,000.00) in aggregate coverage. These coverages are minimum required amounts and Licensee shall carry higher amounts if it is commercially reasonable to do so.

Licensee shall provide Licensor with a copy of all Insurance policies, as well as certificates of insurance and an endorsement naming Licensor as an additional insured at least thirty (30) days prior to the first shipment of Licensed Products under this Agreement, and Licensee shall further provide Licensor with proof of payment of Insurance premiums whenever requested. All Insurance policies shall contain provisions requiring at least thirty (30) days’ prior written notice to Licensor prior to any cancellation or modification, and shall also contain commercially reasonable waiver of subrogation provisions. In addition to the insurance coverages listed in this Section 17.1.1, Licensee shall also carry any other coverages which are consistent with commercially reasonable practices.

This Agreement shall terminate if Licensee fails to provide the required Insurance within 15 (fifteen) days after notice from Licensor, without Licensor being required to give any further notice or warning. Notwithstanding the foregoing, in the event Licensee fails to obtain and/or maintain any required insurance, then Licensor shall have the right, but not the obligation, to obtain and maintain such insurance at the cost and expense of Licensee, and upon written demand by Licensor to Licensee, Licensee shall immediately pay Licensor the cost of all such insurance, all reasonable costs of Licensor and Default Interest from the date the cost was incurred until the date the amounts are paid to Licensor.

Licensee shall insure the Licensed Products held by it at any time against losses by fire, theft, flood or other similar occurrences, at the wholesale selling price of such Licensed Products, and the loss payable portion of the Insurance shall list Licensor to the extent of the greater of the current average Royalty payments or Minimum Royalties for the period of the loss.

17.2 Indemnity.

17.2.1 By Licensee. Licensee shall indemnify, defend (with counsel reasonably acceptable to Licensor), protect and hold harmless Licensor and each director, officer, shareholder, owner, manager, employee, agent, attorney and other representative of Licensor, from and against any and all losses, damages, claims, causes of action, liabilities, expert witness fees, court fees and costs, and any other costs and expenses (including without limitation attorneys’ fees) incurred or paid by Licensor arising out of or in connection with: (a) the inaccuracy of any representation or breach of warranty made by Licensee in this Agreement; (b) any uncured default of this Agreement by Licensee; or (d) any third party claim of damage or injury caused by defects or alleged defects in the design, content, manufacture of the Licensed Products, or the marketing, distribution or sale of the Licensed Products.. The indemnification and other provisions of this Section 17.2.1 shall survive the expiration or earlier termination of this Agreement.

17.2.2 By Licensor. Licensor shall indemnify, defend (with counsel reasonably acceptable to Licensee), protect and hold harmless Licensee and each director, officer, shareholder, owner, manager, employee, agent, attorney and other representative of Licensee, from and against any and all losses, damages, claims, causes of action, liabilities, expert witness fees, court fees and costs, and any other costs and expenses (including without limitation attorneys’ fees) incurred or paid by Licensee arising out of or in connection with: (a) the inaccuracy of any representation or breach of warranty made by Licensor in this Agreement; (b) any uncured default of this Agreement by Licensor or (c) any third-party lawsuit alleging that Licensee’s use of the License and the Trademarks and Other IP and Materials is infringing on or otherwise violating the rights (including but not limited rights related to trademarks, trade names, copyright, or right of publicity) of any third party. The indemnification and other provisions of this Section 17.2.2 shall survive the expiration or earlier termination of this Agreement.

18. NO TRANSFERS BY LICENSEE. Licensee shall not sell, assign, encumber, sublicense or otherwise transfer or attempt to transfer any of Licensee’s rights or obligations under this Agreement (including without limitation the License) (each, a “Transfer”) without the prior written consent of Licensor, which consent may be granted or withheld in the sole discretion of Licensor. Any attempt by a non-approved transferee to do business under the License shall entitle Licensor to immediately terminate this Agreement by written notice to Licensee.

19. Termination.

19.1 By Licensee. Upon mutual agreement.

19.2 By Licensor. Upon mutual agreement or any default

20. POST TERMINATION/EXPIRATION RIGHTS AND OBLIGATIONS. All of the following rights and obligations shall apply upon any termination of this Agreement, whether by expiration of the term hereof or by earlier termination pursuant to the provisions of this Agreement.

20.1 No Further Production of Licensed Products. No further manufacture or production of Licensed Products by the Licensee (other than work already then in progress) shall occur after termination of this Agreement.

20.2 Sale of Existing Inventory of Licensed Products; Purchase Right. Provided that Licensee: (a) has paid all amounts due to Licensor up through the effective date of termination (including without limitation all Royalties); (b) pays Licensor the Minimum Royalty payment for the current period in which the termination occurred and for subsequent “Inventory Sale Period” (as defined below); and (c) is not in default of any material obligation under this Agreement at the time of termination, then, Licensee shall have a period of sixty (60) days after the effective date of termination in which to sell any inventory of Licensed Products (the “Inventory Sale Period”). All terms of this Agreement shall continue in force during any Inventory Sale Period including the payment of Royalties. Licensor may prevent any Inventory Sale Period by requiring Licensee to sell to Licensor all Licensed Product inventory from Licensee at Licensee’s actual cost, plus four percent (4%). In the event of any such required sale and purchase, Licensor shall receive a credit against the purchase price for any amounts due to Licensor from Licensee.

20.3 Removal of Trademarks and Other IP. Subject to the Inventory Sale Period, Licensee shall promptly cease future plans for making references to the Trademarks and Other IP in any advertising or promotional and business materials and other Materials, including without limitation all references to Licensee having previously been a licensee of the Trademarks and Other IP as practicable.

20.4 Delivery of Ingredients and Materials to Licensor. Subject to the Inventory Sale Period, Licensee shall deliver to Licensor (a) all packing, marketing, advertising, display and other Materials (other than the Licensed Products) bearing the Trademarks and Other IP; and (b) ingredients which are unique to the Licensed Products at a price of actual.

20.5 Delivery of Inventory List and Report. Within thirty (30) days after termination or expiration of this Agreement, Licensee shall furnish Licensor with a full and complete inventory of Licensed Products manufactured or in the process of manufacture, and all Licensed Products out for sale, including the cost price of such products to the extent that Licensee’s divulgence of such information does not violate its trade secret rights in confidential or proprietary business information. In addition, Licensee shall concurrently provide Licensor with a Report pursuant to Section 4.3.

20.6 Continuing Obligations. The termination of this Agreement shall not relieve Licensee of any duties and obligations contained herein during the Inventory Sale Period, including without limitation the obligations to furnish Reports, make Royalty payments, and pay advertising or brand support expenses on any Licensed Product sold or distributed.

21. REPRESENTATIONS AND WARRANTIES.

21.1 By Licensor. As a material inducement for Licensee’s entry into and consummation of this Agreement, Licensor represents, warrants and covenants to Licensee that the facts set forth in this Section 22.1 are true and correct as of the date hereof and shall be true and correct as throughout the Term.

21.1.1. Licensor is a corporation, duly formed and in good standing in the state of Nevada.

21.1.2. (i) Licensor has the full right and authority to enter into and perform this Agreement; (ii) Licensor is authorized to sign this Agreement; (iii) the execution, consent or acknowledgment of no other party is necessary in order to validate Licensor’s entry into and performance of this Agreement; (iv) Licensor’s entry into and performance of this Agreement does not violate any agreement binding on Licensor; and (v) this Agreement is a legal, valid, binding and enforceable obligation of Licensor.

21.1.3. Licensor is the owner of the Trademarks and Other IP.

21.2 By Licensee. As a material inducement for Licensor’s entry into and consummation of this Agreement, Licensee represents, warrants and covenants to Licensor that the facts set forth in this Section 22.2 are true and correct as of the date hereof and shall be true and correct as throughout the Term.

21.2.1. Licensee is a corporation, duly formed and in good standing in the Mexico.

21.2.2. (i) Licensee has the full right and authority to enter into and perform this Agreement; (ii) Licensee is authorized to sign this Agreement; (iii) the execution, consent or acknowledgment of no other party is necessary in order to validate Licensee’s entry into and performance of this Agreement; (iv) Licensee’s entry into and performance of this Agreement does not violate any agreement binding on Licensee; and (v) this Agreement is a legal, valid, binding and enforceable obligation of Licensee; and Licensee has provided a certified copy of all Corporate Resolutions authorizing the entry into this Agreement and all terms and conditions and no other corporate or shareholder proceedings on the part of the Licensee are necessary to authorize such documents or to consummate the transactions contemplated herein.

21.2.3 There is no pending Proceeding that has been commenced by or against the Licensee or that otherwise relates to or may affect the business or any of the assets owned or used by the Licensee.

21.2.4 Licensee has disclosed all outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, board of director’s resolutions, shareholders’ resolutions or commitments obligating the Licensee to issue any additional shares of its company, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from the Licensee any shares of its company.

22. LIMITATION OF REMEDIES. In the event of a default by either party to this Agreement, the other party shall have all available remedies pursuant to this Agreement, at law or in equity, except that in the event of a default, the non-defaulting party shall only be entitled to seek direct damages and shall not be entitled to seek or recover from the defaulting party consequential (including without limitation lost profits), exemplary, or punitive damages. Nothing in this Section 22 shall: (a) prevent either party from seeking contract damages (damages for direct benefits (established with reasonable certainty) that the aggrieved party would have received from full performance by the other party, less reasonable mitigation amounts as established by the party in default), or tort damages for any fraud or intentional torts; or (b) prevent Licensor from bringing an action for payment of Royalties.

23. GENERAL PROVISIONS.

23.1 Further Assurances. Licensee and Licensor shall each promptly sign and deliver any and all additional documents and perform any and all acts reasonably necessary to perform its obligations and carry out the intent expressed in this Agreement.

23.2 Survival. Each indemnification, representation, warranty and covenant in this Agreement shall survive the expiration or earlier termination of this Agreement.

23.3 Notices. Any notice or other communication given pursuant to or in connection with this Agreement (“notice”) shall be in writing. All such notices shall be personally delivered, or sent by United States registered or certified mail, Email, or sent by a nationally recognized courier service such as Federal Express, addressed as follows:

IF TO LICENSOR:	HIGH PERFORMANCE BEVERAGES CO.
	5137 E. Armor St
	Cave Creek, AZ 85331

	Email:	Toby@hpbev.com
	Attention:	Toby McBride CEO/CFO

IF TO LICENSEE:	SC Company and Proprom Mexico
	Barras #46 col Lindavista Código postal 07300
	Ciudad de México, Mx.

	Email:	sircalderon@att.net
	Attention:	Chief Executive Officer
	Email:	guadalupefuentes@proprom.com
	Attention:	Director of Proprom Mexcio

Delivery of any notice shall be deemed made on the date of its actual delivery if personally delivered, and on the date indicated in the return receipt or courier's records as the date of its delivery or first attempted delivery if sent by mail or courier. Any notice given by e-mail shall be deemed delivered when received by the e-mail provider of the receiving party if received before 4:00 p.m. (Pacific Time) on the business day received; otherwise, notice shall be deemed to have occurred on the next business day. The transmittal confirmation receipt produced by the email provider of the sending party shall be prima facie evidence of its receipt. Either party may also send a courtesy notice to the other party by email, but such notice shall only be a courtesy notice and only the other methods of notice specified in this section shall constitute actual notice. Any party may change its address or fax number for notice purposes by giving notice to the other party.

23.4 Cost Recovery. In any action involving Licensor and Licensee arising out of or in any way relating to this Agreement, the License, the Licensed Products or the Trademarks and Other IP, the prevailing party shall recover from the other party, in addition to any damages, injunctive or other relief, all costs (whether or not allowable as “cost” items by law) reasonably incurred at, before and after trial or on appeal, or in any bankruptcy or arbitration proceeding, including without limitation attorneys’ and witness (expert and otherwise) fees, deposition costs, copying charges and other expenses. Notwithstanding the foregoing, each party shall be responsible for its own legal and administrative costs in connection with this Agreement.

23.5 Interpretation. Any rule of contract interpretation to the effect that ambiguities or uncertainties are to be interpreted against the drafting party or the party who caused it to exist shall not be employed in the interpretation of this Agreement or any document executed in connection herewith. Each party has had an opportunity to consult with separate legal counsel of their choice prior to execution and delivery of this Agreement. Section headings are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement

23.6 Severability. If any provision of this Agreement or its application to any party or circumstance is held invalid or unenforceable, then the remainder of this Agreement and the affected provision to the extent it is not so held shall remain valid and enforceable and in full force and effect.

23.7 No Partnership. This Agreement shall not be construed as creating a partnership or joint venture between Licensor and Licensee or between either of them and any third party or cause either of them to be responsible in any manner for the other’s or any third party’s debts or obligations (except as expressly set forth herein).

23.8 No Beneficiaries. No parties other than Licensor and Licensee and their permitted successors and assigns shall have any rights or remedies under or by reason of this Agreement.

23.9 No Waiver. A waiver by any party of a right or of a default by any other party is effective only if it is in writing and shall not be construed as a waiver of any other right or default.

23.10 Governing Law; Venue. This Agreement shall be interpreted, enforced and governed under the laws and judicial decisions of the State of California. Venue for any disputes arising in connection with this Agreement shall be in the applicable Court in Orange County, California. Each party consents to the jurisdiction of such court, agrees to accept service of process by mail, and hereby waives any jurisdictional or venue defenses otherwise available to them.

23.11 Incorporation. The recitals at the beginning of this Agreement and the exhibit referenced herein and attached to this Agreement are incorporated into this Agreement.

23.12 Counterparts. This Agreement may be executed in counterparts, all of which shall constitute one instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more Parties hereto, and an executed copy of this Agreement may be delivered by one or more Parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any Party hereto, all Parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

23.13 Headings. Section headings are for reference purposes only and do not affect this Agreement.

23.14 Payments. All payments due hereunder shall be made to Licensor via bank wire transfer/ bank transfer to Licensor’s designated financial institution in accordance with written wire transfer instructions delivered to Licensee from time to time. Licensee shall use a prime American bank for all wire transfer payments under this Agreement. In connection with the foregoing, each party shall be responsible for all wire transfer fees charged by its own bank.

23.15 Time of the Essence. Time is of the essence in the performance of each obligation in this Agreement.

23.16 Confidentiality. The parties hereto agree that this Agreement and the terms thereof shall be kept confidential and not disclosed to any third party without express written permission of the other party hereto, unless such disclosure is ordered and/or requested by courts and/or other governmental authorities or to the legal or other professional advisors of such parties.

23.17 Entire Agreement; Binding Effect; Amendments. This Agreement: (i) is intended by Licensor and Licensee as the final expression and the complete and exclusive statement of their agreement with respect to the terms included in this Agreement and any prior or contemporaneous agreements or understandings, oral or written, which may contradict, explain or supplement these terms shall not be admissible or effective for any purpose; (ii) shall be binding upon and inure to the benefit of Licensor and Licensee and their permitted successors and assigns; and (iii) may not be amended or modified except by a writing signed by Licensor and Licensee which expressly states that it amends this Agreement.

NOW THEREFORE, Licensor and Licensee have executed this Agreement as of the date first set forth above.

“LICENSOR”		“LICENSEE”

By:		By:
High Performance Beverages Co.		SC Company and Pro Prom Mx.

By:		By:
Name:	Toby McBride	Name:	Sergio F. Calderón
Title:	CEO	Title:	Chief Operations Officer

By:		By:	Proprom Mexico
Name:	Mike Holley	Name:	Guadalupe Fuentes Wilson
Title:	President	Title:

Exhibit A

Exhibit 99.2

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of August 16, 2016 is entered into by and between High Performance Beverage, Co., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”) and Iconic Holdings, LLC, a Delaware limited liability company (the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly.

WHEREAS:

A. The Company warrants and represents that it issued that certain Promissory Note to GHS Investments, LLC (the “Original Investor”) on or before November 20, 2015, in the total stated amount of $250,250 (“Note A”).

B. The Company warrants and represents that in connection with the issuance of Note A the Company received the sum of $250,250 from the Original Investor on or before November 20, 2015 (“Note A Effective Date”).

C. The Company warrants and represents that it issued that certain Promissory Note to the Original Investor on or before December 31, 2015, in the total stated amount of $82,500 (“Note B”).

D. The Company warrants and represents that in connection with the issuance of Note B the Company received the sum of $82,500 from the Original Investor on or before December 31, 2015 (“Note B Effective Date”). As used herein, the term, “Original Notes” shall be used to refer to Note A and Note B jointly.

E. The Company warrants and represents that the Original Notes were sold to the Holder on February 5, 2016, as evidenced by that certain Assignment of Debt Agreement (the “Debt Assignment”), and exchanged into a new note in the principal amount of $108,897.55 (the “Exchange Note”).

F. The Company warrants and represents that the Original Notes were issued to the Original Investor on the basis of a pre-existing business relationship that the Company had with the Original Investor.

G. The Parties acknowledge and agree that in connection with this Agreement, the Holder entered into that certain Debt Assignment wherein the Holder acquired $110,000 of the Original Notes ($110,000 in principal and $0 in accrued but unpaid interest, together the “Note Portion”) from the Original Investor as more particularly set forth in that certain Debt Assignment by and between the Original Investor and the Holder, dated February 5, 2016 and attached hereto.

H. The Parties acknowledge and agree that prior to entering into this Agreement, the Company and the Holder have had a pre-existing business relationship and that this Agreement is not the product or the result of any advertising or general solicitation.

I. The Holder warrants and represents that it is sophisticated and experienced in acquiring the securities of small public companies that has allowed it to evaluate the risks and uncertainties involved in acquiring said securities and thereby make an informed investment decision.

J. The Parties acknowledge and agree that contemporaneously with such purchase of the Note Portion by the Holder from the Original Investor, and as a condition to such purchase, the Company and the Holder desire to exchange the Note Portion for a new convertible promissory note (the “Exchange Note”), all on the terms set forth herein.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1.00 Exchange of Note. The Parties agree that solely in consideration of the surrender of the Note Portion, that:

(a) Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of August 16, 2016 in the aggregate original principal amount of $108,897.55 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution for and not in satisfaction of the Note Portion, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the Exchange Note issued pursuant to this Section the Note Portion will be deemed cancelled and will be promptly surrendered to the Company. The Parties further agree that the “Closing” and the “Closing Date” for this Agreement shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.00(a).

2.00 Representations of the Company. The Company hereby makes to the Holder the following representations and warranties as of the date of this Agreement and on each and every closing date hereafter:

(a) Authorization; Enforcement. The execution and delivery of this
Agreement and the Exchange Note by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith. This Agreement and the Exchange Note when delivered in accordance with the terms hereof will constitute a valid and binding obligation enforceable against the Company in accordance with its terms.

(b) No Conflicts. The execution, delivery and performance of this Agreement and the Exchange Note by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s or any of its subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien or encumbrance upon any of the properties or assets of the Company or any subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing a Company or subsidiary debt or otherwise) or other material understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary thereof is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse effect on the Company or its business of financial condition.

(c) Filings, Consents and Approvals. The Company is not required to obtain any approval, consent, waiver, authorization or order of, give any notice to, or make any filing, qualification or registration with, any court or other federal, state, local, foreign or other governmental authority or other person or entity in connection with the execution, delivery and performance by the Company of this Agreement, the Exchange Note and both of them. No further approval is required for the issuance or sale of the Exchange Note or any shares of Common Stock issuable upon the conversion or exchange of, in payment of interest on, or otherwise pursuant to the Exchange Note (“Underlying Shares”).

(d) Issuance and Reservation of Securities. The Exchange Note and the Underlying Shares are duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Note, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon.

(e) Private Placement. No registration under the Securities Act of 1933, as amended (the “1933 Act”), is required for the issuance of the Exchange Note or any Underlying Shares in accordance with the terms hereof and thereof.

(f) No Inside Information. Neither the Company nor any Person acting on its behalf has provided the Holder or its counsel with any information that constitutes or might constitute material, non-public information concerning the Company.

(g) Equal Consideration. Except as otherwise set forth herein, no consideration has been offered or paid to any person to amend or consent to a waiver, modification, forbearance, exchange or any other action with respect to any provision of the Note Portion.

(h) Survival & Delivery of Documents to the Holder. All of the Company’s warranties and representations contained in this Agreement shall survive the execution, delivery and acceptance of this Agreement by the Parties hereto and continue for a period of 5 years after the date of this Agreement.

(i) Documents RE: Exchange Note. Further, contemporaneous with the execution and delivery of this Agreement to the Holder, the Company hereby further delivers the following: (i) a duly executed copy of the Original Notes and original proof of consideration for the Original Notes (attached hereto as Exhibit C1) and (ii) a duly executed and notarized copy of the Notarized Certificate of Chief Executive Officer (attached hereto as Exhibit C2).

(j) Holding Period for Exchange Note. Pursuant to Rule 144 promulgated under the 1933 Act, the holding period of the Exchange Note (and the underlying shares of Common Stock issuable upon conversion thereof or in payment of interest thereon) shall begin on the Original Notes Effective Date. The Company agrees not to take a position contrary to this Section.

(k) Balances. As of the date hereof, the balance outstanding under the Original Notes, including principal, interest, and accrued fees, are as follows:

Description	Balance

Debt Purchased	$	110,000 ($27,500 from Note A and
	$	82,500 from Note B)
Interest Purchased	$	0
Fees Purchased	$	0
Remaining Debt	$
Remaining Accrued Interest	$
Remaining Accrued Fees	$

(l) Legal Opinion. The Company hereby agrees to allow the Holder’s legal counsel to issue a legal opinion to the Holder and the Company’s Transfer Agent regarding this Agreement and the transactions contemplated hereby, in form and substance reasonably acceptable to said agent, including an opinion that all shares issuable upon conversion of the Exchange Note may be issued without a restrictive legend and sold pursuant to Rule 144, if applicable.

(m) Transfer Consent and Documentation. The Company hereby consents to the following:

(i) the transfer of the Note Portion from the Original Investor to the Holder as contemplated in the Debt Assignment, an executed copy of which has been furnished to the Company;

(ii) the Company hereby waives any requirement for any legal opinion in connection with such transfer, and represents and warrants that no further consent of or action by any other person or entity is required in connection with such transfer.

(n) Conversion Procedures. The form of Conversion Notice included in the Exchange Note sets forth the totality of the procedures required of a Holder in order to convert Exchange Note. No additional legal opinion or other information or instructions shall be required of the Holder to convert the Exchange Note. The Company shall honor all conversions of the Exchange Note and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth therein.

3.00 Miscellaneous.

(a) Matter of Further Assurances & Cooperation. The Holder and the Company hereby agree and the Company further agrees that it shall provide further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement without unreasonable delay and in no event later than 1 business after it receives any reasonable written request from the Holder.

(b) Governing Law; Jurisdiction.

(v) Notices. Any notice required or permitted hereunder 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.

[The remainder of this page has been left intentionally blank.]

[Signature page to follow.]

IN WITNESS WHEREOF, this Agreement is executed as of the date first set forth above.

FOR THE COMPANY

High Performance Beverage, Co.

By:	/s/ Toby McBride
Name:	Toby McBride
Title:	CEO

FOR THE HOLDER:

Iconic Holdings, LLC

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

[SIGNATURE PAGE TO EXCHANGE AGREEMENT]