High Performance Beverages Comp. (TBEV)

[corduroy19]

"The Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at any time at Centaurian’s option. It is convertible at a price per share equal to fifty percent (50%) of the lowest closing bid price or closing sale price for a share of Common Stock during the ten (10) consecutive trading days immediately preceding the date of conversion (the “Conversion Price”), to be adjusted for any stock splits, stock dividends, stock combinations, re-classifications or other similar corporate actions. No effect shall be given to conversions that would result in Centaurian or its affiliates holding an aggregate of more than 4.99% of the Company’s outstanding Common Stock, which may be increased at Centaurian’s option to 9.99% upon sixty-one (61) days’ prior notice to the Company. If at any time after September 17, 2015 the Company issues or sells any shares of Common Stock for consideration per share (the “New Issuance Price”) lower than the Conversion Price the Conversion Price in effect shall be reduced to the New Issuance Price."