KonaRed Corp (Form: 10-K, Received: 04/13/2016 14:21:50)

This SUBSCRIPTION AGREEMENT (this “Agreement”), made as of the last date set forth on the signature page hereof, is between KonaRed Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).

W I T N E S S E T H:

WHEREAS, the Company is offering (the “Offering”) up to 12,500,000 units (“Units”) at a price of $0.04 per Unit or $500,000 (the “Maximum Offering”). Each Unit will consist of: (1) one share of the Company’s common stock (the “Common Stock”); and (2) a five-year warrant to purchase one share of the Company’s Common Stock exercisable at $0.055 per share (the “Warrant”). The Units are being offered to an unlimited number of Accredited Investors until the earlier of: (A) that date upon which subscriptions for the Maximum Offering have been received and accepted by the Company; (B) February 28, 2016, subject to a 30-day extension at the option of the Company; or (C) that date upon which the Offering is terminated by the Company.

WHEREAS, the Subscriber desires to purchase that number of shares of Units set forth on the signature page hereof on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:

I. SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER

1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of shares of Units, and the Company agrees to sell the number of Units to the Subscriber as is set forth on the signature page hereof, at a per share price equal to $0.04 per Unit (the “Purchase Price”). The Purchase Price is payable by wire transfer of immediately available funds to:

Bank of America

965 Avenida Pico

San Clemente, CA 92673

Tel 949.492.7832

Account name: KonaRed Corporation

Account #: 325015164739

ABA#: 121000358

Investor Name: ________________________

1.2 The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to risks relating to the Units, the Company and its operations.

1.3 The Subscriber represents that the Subscriber is an “Accredited Investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act, as indicated by the Subscriber’s responses to the questions contained in Article V hereof.

1.4 The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes.

1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement and any documents which may have been made available upon request (collectively referred to as the “Offering Materials”). The Subscriber agrees to the terms of the Warrant. The Subscriber hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering.

1.6 In making the decision to invest in the Units and the underlying securities, the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase hereunder. The Subscriber disclaims reliance on any advertisements of the Offering and statements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment other than the Offering Materials.

1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby.

1.8 The Subscriber hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. The Subscriber understands that the Units have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Units or any of the underlying securities unless it is registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.

1.9 The Subscriber understands that the Units are being sold to the Subscriber by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Units.

1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Units and the underlying securities that such securities have not been registered and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Units or the underlying securities. The legend to be placed on each certificate shall be in form substantially similar to the following:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended and may not be sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of (i) an effective registration statement for such securities under said act or (ii) an opinion of company counsel that such registration is not required.”

1.11 The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to make such inquiries that the Company deems necessary in order to verify the accredited investor status of the Subscriber and otherwise verify any other information provided to the Company by the Subscriber. The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity.

1.12 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.

1.13 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

1.14 The Subscriber acknowledges that if he or she is a Registered Representative of an FINRA member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 5.3 below.

1.15 The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.

1.16 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of (a) any sale or distribution of the Units or the underlying securities by the Subscriber in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article V herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

II.	REPRESENTATIONS BY AND COVENANTS OF THE COMPANY

The Company hereby represents and warrants to the Subscriber that:

2.1 Organization, Good Standing and Qualification. The Company is corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to conduct its business.

2.2 Authorization; Enforceability. The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company necessary for the (a) authorization execution, delivery and performance of this Agreement by the Company; and (b) authorization, sale, issuance and delivery of the Units and the underlying securities contemplated hereby and the performance of the Company’s obligations hereunder has been taken. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

2.3 No Conflict; Governmental Consents. (a) The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Certificate of Incorporation or the Bylaws of the Company, and will not conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any material lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company.

(b) No consent, approval, authorization or other order of any governmental authority is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Units, except such filings as may be required to be made with the SEC, FINRA and with any state or foreign blue sky or securities regulatory authority.

III.	TERMS OF SUBSCRIPTION

3.1 All funds paid hereunder shall be deposited with the Company in the account identified in Section 1.1 hereof.

3.2 At any time on or after the date hereof, the Company may conduct a closing of the purchase and sale of the Units (a “Closing”) and may conduct subsequent Closings on an interim basis until the earlier of: (A) that date upon which subscriptions for the Maximum Offering have been received and accepted by the Company; (B) February 28, 2016, subject to a 30-day extension at the option of the Company; or (C) that date upon which the Offering is terminated by the Company.

3.3 The Subscriber understands and agrees that the Company reserves the right to reject this subscription, in whole or part in any order at any time prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription.

3.4 Pending any Closings, all funds paid hereunder shall be deposited by the Company in the account identified in Section 1.1 hereof. The Subscriber acknowledges and agrees that this Agreement and any other documents delivered in connection herewith will be held by the Company. In the event that this Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, this Agreement, the purchase price received (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Agreement. If this Agreement is accepted by the Company, the Company is entitled to treat purchase price received as an interest free loan to the Company until such time as the subscription is accepted.

IV.	MISCELLANEOUS

4.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefor, addressed as follows:

if to the Company, to it at:

KonaRed Corporation

1101 Via Callejon #200

San Clemente, CA 92673-4230

Tel 808.212.1553

Attention: John Dawe, Chief Financial Officer

if to the Subscriber, to the Subscriber’s address indicated on the signature page of this Agreement.

Notices shall be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given or delivered when received.

4.2 Except as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.

4.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

4.4 Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of the Units as herein provided, subject, however, to the right hereby reserved by the Company to enter into the same agreements with other Subscribers and to add and/or delete other persons as Subscribers.

4.5 NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE STATE COURTS LOCATED IN THE STATE OF NEW YORK OR THE FEDERAL COURTS FOR SUCH STATE, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.

4.6 In order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds in establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds against one of the other parties to the action), then the other party shall be entitled to recover from such claimant all of its/their reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefor.

4.7 The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless so expressed herein.

4.8 It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

4.9 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

4.10 This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

4.11 Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.

V.	CONFIDENTIAL INVESTOR QUESTIONNAIRE

5.1 The Subscriber represents and warrants that he, she or it comes within one category marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The Subscriber acknowledges the significance to the Company of the foregoing representations and answers contained in the Confidential Investor Questionnaire contained in this Article V and such answers have been provided under the assumption that the Company will rely on them. The undersigned agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below.

Category A ___

The Subscriber is (i) an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000, exclusive of the value of his or her primary residence or (ii) a self-directed retirement account (“Retirement Account”) whose participant’s net worth (or joint net worth with his or her spouse) presently exceeds $1,000,000.

Explanation: In calculating net worth you may include equity in personal property and real estate, including your principal residence, cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.

Category B ___

The Subscriber is (i) an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year or (ii) a Retirement Account and the Retirement Account participant meets the tests in clause (i).

Category C ___

The Subscriber is a director or executive officer of the Company which is issuing and selling the Units.

Category D ___

The Subscriber is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning of Title 1 of ERISA and (i) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (ii) the plan has total assets in excess of $5,000,000 or (iii) is a self directed plan with investment decisions made solely by persons that are accredited investors. (describe entity):

Category E ___

The Subscriber is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940. (describe entity)

Category F ___

The Subscriber is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Units and with total assets in excess of $5,000,000. (describe entity)

Category G ___

The Subscriber is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, where the purchase is directed by a “sophisticated investor” as defined in Regulation 506(b)(2)(ii) under the Act.

Category H ___

The Subscriber is a revocable trust and the grantor is an accredited investor (describe entity) (please provide the information described beneath Category A or Category B above for each accredited investor):

Category I ___

The Subscriber is an entity (other than a trust) in which all of the equity owners are “accredited investors” within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Agreement and the information described beneath Category A or Category B above. (describe entity)

Category J ___

The Subscriber is not within any of the categories above and is therefore not an accredited investor.

The Subscriber agrees that the undersigned will notify the Company at any time on or prior to the closing in the event that the representations and warranties in this Agreement shall cease to be true, accurate and complete.

5.2 SUITABILITY (please answer each question)

(a) For all Subscribers, please state whether you have participated in other private placements before:

YES_______ NO_______

(b) Please indicate frequency of such prior participation in the investments listed below:

	Public Companies	Private Companies

Frequently

Occasionally

Never

(c) For all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the Units for which you seek to subscribe?

YES_______ NO_______

5.3 FINRA AFFILIATION .

Are you affiliated or associated with an FINRA member firm (please check one):

Yes _________ No __________

If Yes, please describe:

_____________________________________________________________________________________

*If Subscriber is a Registered Representative with an FINRA member firm, have the following acknowledgment signed by the appropriate party:

The undersigned FINRA member firm acknowledges receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

_________________________________

Name of FINRA Member Firm

By: ___________________________________ Date:____________________________

Authorized Officer

NUMBER OF UNITS _________________ X $0.04 = $____________

Dated: , 2016



Signature		Signature (if purchasing jointly)


Name Typed or Printed		Name Typed or Printed


Title (if Subscriber is an Entity)		Title (if Subscriber is an Entity)


Entity Name (if applicable)		Entity Name (if applicable)


Address		Address


City, State and Zip Code		City, State and Zip Code


Telephone		Telephone


Facsimile		Facsimile


E-Mail		E-Mail


Tax ID # or Social Security #		Tax ID # or Social Security #

Name in which securities should be issued: ________________________________________

Manner in which title is to be held: (check only one)

o Individual Ownership

Joint Subscription:	Entity
o Community Property	o Partnership
o Joint Tenant with Right of Survivorship (JTWRS)	o Company
o Tenants in Common (TIC)	o Self-Directed Retirement Account
o Tenants by Entirety (TBE)	o Trust
(If Securities are being subscribed for as a joint	o Other_________________________
subscription, both parties must sign.)	(Complete Cert. of Signatory–Annex A)

This Subscription Agreement is agreed to and accepted as of ________________, 2016.

	KonaRed Corporation

	By:
		Name: Shaun Roberts
		Title: Chief Executive Officer

ANNEX A TO EXHIBIT A

CERTIFICATE OF SIGNATORY

(To be completed if the Units are

being subscribed for by an entity)

I,____________________________________, am the __________________________________

__________________________________________ (the “Entity”).

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Units, and certify further that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this ________ day of _________________, 2016


	(Signature)

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 SECURITIES ACT’S REGISTRATION REQUIREMENTS AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

KONARED CORPORATION

Warrant Shares: [*]

Initial Exercise Date: [*], 2016

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, [*] or its assigns or successors in interest (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Exercise Date ”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from KonaRed Corporation, a Nevada corporation (the “ Company ”), up to [*] shares (as subject to adjustment hereunder, the “ Warrant Shares ”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(b) hereof).

Section 1 . Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “ Subscription Agreement ”).

Section 2 . Exercise .

a) Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise form annexed hereto and within five (5) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased payable at the Holder’s election by certified or official bank check or by wire transfer to an account designated by the Company. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall use its commercially reasonable efforts to deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price . The exercise price per share of the Common Stock under this Warrant shall be $0.055, subject to adjustment hereunder (the “ Exercise Price ”).

A-1

c) Mechanics of Exercise .

i. Delivery of Certificates Upon Exercise . Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”), by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is five (5) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (such date, the “ Warrant Share Delivery Date ”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such Warrant Shares, having been paid.

ii. Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights . If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 2(c)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

d) Company’s Right to Call this Warrant . Subject to the terms and conditions set forth herein, upon twenty (20) days prior written notice to the Holder (each, a “ Call Notice ”), the Company shall have the right to call any or all of the Warrants at a call price of $0.005 per underlying Share (the “ Call Price ”). Warrant holders shall have the period from the date of the Call Notice until 5 p.m., Eastern Standard time, on the twentieth (20th) day following the Call Notice (the “ Call Date ”) to exercise the Warrant pursuant to the terms hereof. Any Warrants which have been called but remain unexercised by the Call Date shall automatically terminate and no longer entitle the Holder to exercise such Warrant or to receive any consideration therefor, other than the Call Price. For any Warrants which are not exercised by the Call Date, the Company shall promptly as possible following the Call Date pay the Call Price to the Holder of any Warrants which have been called and not exercised. The Company may not deliver a Call Notice unless the closing price on the Common Stock’s Trading Market is greater than $0.20 per share for twenty consecutive Business Days. For purposes of this provision, “ Trading Market ” shall mean prices quoted on www.NASDAQ.com.. The Company's right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's initial purchase of Warrants.

Section 3 . Certain Adjustments .

a) Adjustments for Stock Splits, Combinations, Certain Dividends and Distributions . If the Company shall, at any time or from time to time after the Initial Exercise Date, effect a split of the outstanding Common Stock (or any other subdivision of its shares of Common Stock into a larger number of shares of Common Stock), combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, or make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, in each event (i) the number of shares of Common Stock for which this Warrant shall be exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock that a record holder of the same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (ii) the Exercise Price then in effect shall be adjusted to equal (A) the Exercise Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment.

b) Adjustment for Other Dividends and Distributions . If the Company shall, at any time or from time to time after the Initial Exercise Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a).

c) Adjustments for Reclassification, Exchange or Substitution . If the Common Stock for which this Warrant is exercisable at any time or from time to time after the Initial Exercise Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Section 3(a), Section 3(b), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3(d)), then, and in each event, an appropriate revision to the Exercise Price shall be made and provisions shall be made (by adjustments of the Exercise Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock for which this Warrant was exercisable immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

d) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets . If at any time or from time to time after the Initial Exercise Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c)), or a merger or consolidation of the Company with or into another corporation where the holders of the Company’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company’s properties or assets to any other person (an “ Organic Change ”), then as a part of such Organic Change an appropriate revision to the Exercise Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Exercise Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Exercise Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

e) Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holder .

i. Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4 . Transfer of Warrant .

a) Transferability . Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations reasonably requested in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be substantially identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions . If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of applicable securities laws.

e) Representation by the Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5 . Miscellaneous .

a) No Rights as Stockholder Until Exercise . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day. “ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

d) Authorized Shares . The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation in any material respect of any applicable law or regulation, or of any requirements of the

Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be reasonably necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, reasonably necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be reasonably necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of this Warrant and the Subscription Agreement.

f) Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date.

h) Notices . Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.

i) Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the prior written consent of the Company and the holders of a majority of the then outstanding warrants issued pursuant to the Subscription Agreement.

m) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

	KONARED CORPORATION


	By:
		Name: Shaun Roberts
		Title: Chief Executive Officer

NOTICE OF EXERCISE

TO: KONARED CORPORATION

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

(3) Accredited Investor . The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

________________________________________________________________________

Signature of Authorized Signatory of Investing Entity :

_________________________________________________

Name of Authorized Signatory:

_________________________________________________

Title of Authorized Signatory:

___________________________________________________________________

Date:

___________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information. Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

		Dated: ______________, _______

	Holder’s Signature:	______________________________________

	Holder’s Address:	______________________________________



		______________________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

PART I
ITEM 1.	Description of Business		1
ITEM 1A.	Risk Factors		15
ITEM 1B.	Unresolved Staff Comments		15
ITEM 2.	Properties		15
ITEM 3.	Legal Proceedings		16
ITEM 4.	Mine Safety Disclosures		16

PART II
ITEM 5.	Market for Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities		17
ITEM 6.	Selected Financial Data		21
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		21
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		28
ITEM 8.	Financial Statements and Supplementary Data:		29
		Report of Independent Registered Public Accounting Firm	30
		Audited Balance Sheets at December 31, 2015 and December 31, 2014	31
		Audited Statements of Operations for the years ended December 31, 2015 and December 31, 2014	32
		Audited Statement of Stockholders’ Equity for the period from December 31, 2013 through December 31, 2015	33
		Audited Statements of Cash Flows for the years ended December 31, 2015 and December 31, 2014	34
		Audited Supplementary Disclosure of Cash Flow Information for the years ended December 31, 2015 and December 31, 2014	35
		Audited Non-Cash Investing and Financing Activities for the years ended December 31, 2015 and December 31, 2014	35
		Notes to Audited Financial Statements	36
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		70
ITEM 9A.	Controls and Procedures		70
ITEM 9B.	Other Information		71

PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance		72
ITEM 11.	Executive Compensation		77
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		80
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		84
ITEM 14.	Principal Accounting Fees and Services		85

PART IV
ITEM 15.	Exhibits, Financial Statements Schedules		86
SIGNATURES			90

●	Coca Cola acquired Zico Coconut Water in January 2014;
●	Pepsi acquired a majority stake in O.N.E. Coconut Water in April 2012;
●	InBev has made a series of investments in Sambazon (in August 2012, December 2011, and December 2008);
●	InBev has also made a series of investments in Vita Coco in May 2012 and December 2010; and
●	Undertaking of a long-term strategic deal wherein Coca-Cola will acquire an approximately 16.7% equity stake

	●	Broadline Distributors : The broadline distributors channel includes wholesalers who specialize in distribution of natural food products to retail stores. A broadline distributor services a wide variety of accounts with a wide variety of products ranging from food, beverages and supplies in the natural channel selling to retailers like Whole Foods Markets.

	●	Direct to Retail : During our growth phase we have developed a direct to retail sales channel to grocery stores such as Albertson’s and specialty retail stores. We intend to continue to service and develop this channel further. Direct to retailer includes major retail chains with 500 locations or more where the KonaRed product ships direct to the retailers distribution centers and the retailers are responsible for the distribution to each retail store.

	●	Online Retail : The KonaRed brand has gained an increasing following of Internet based customers who purchase our products directly through our website. We plan to expand this channel though on-line marketing initiatives in parallel with our brand recognition marketing campaigns. In April, 2016 we re-launched our website after a major overhaul which included addition of the Shopify platform to promote efficient online sales.

	●	Raw Material Ingredient Sales : In 2016 we launched our coffee fruit raw ingredient materials division and will be expanding this revenue channel in cooperation with VDF.

Quarter Ended:		High		Low

FY2015:
March 31, 2015	$	0.2299	$	0.07
June 30, 2015	$	0.2216	$	0.105
September 30, 2015	$	0.1765	$	0.073
December 31, 2015	$	0.826	$	0.05
FY2014:
March 31, 2014	$	1.36	$	0.654
June 30, 2014	$	0.789	$	0.48
September 30, 2014	$	0.5475	$	0.25
December 31, 2014	$	0.3473	$	0.1359

	Year ended December 31, 2015			Year ended December 31, 2014

Total sales	$	635,503		$	1,254,234
Cost of goods sold		541,069			1,094,037
GROSS MARGIN		94,434			160,197
Research and development		6,502			3,931
Advertising and marketing		435,390			967,164
General and administrative		1,822,434			1,745,569
Non-cash compensation		1,170,115			2,046,991
Operating expenses		3,434,441			4,763,655
Loss from operations		(3,340,007	)		(4,603,458	)
Other non-cash income (expense)		(204,990	)		1,838
Interest expense		(255,372	)		(1,007	)
NET LOSS	$	(3,800,369	)	$	(4,602,627	)

Net loss per share, fully diluted	$	(0.04	)	$	(0.06	)

	As of December 31, 2015		As of December 31, 2014

Current Assets	$	645,107	$	843,217
Current Liabilities		463,063		207,794
Net Working Capital (Deficit)	$	182,044	$	635,423

	Year ended December 31, 2015			Year ended December 31, 2014

Net cash (used) by operating activities	$	(2,009,549	)	$	(3,008,496	)
Net cash provided/(used) in investing activities		—			(14,674	)
Net cash provided by financing activities		2,118,331			2,850,001
Increase (decrease) in cash during the period		108,782			(173,169	)
Cash, beginning of period		39,987			213,156
Cash, end of period	$	148,769		$	39,987

	Page

Report of Independent Registered Public Accounting Firm	30

Audited Financial Statements for the years ended December 31, 2015 and December 31, 2014:

Balance Sheets	31

Statements of Operations	32

Statement of Stockholders’ Equity/(Deficit)	33

Statements of Cash Flows	34

Supplementary Disclosure of Cash Flow Information	35

Non Cash Investing and Financing Activities	35

Notes to Financial Statements	36

	December 31, 2015			December 31, 2014

ASSETS

CURRENT ASSETS
Cash	$	148,769		$	39,987
Accounts receivable		33,227			274,640
Accounts receivable - related party		18,000			3,600
Inventory		439,158			508,338
Prepaid expenses		5,953			16,000
Other current assets		—			652
TOTAL CURRENT ASSETS		645,107			843,217

OTHER ASSETS
Fixed assets (net of accumulated depreciation)		10,247			12,691
TOTAL OTHER ASSETS		10,247			12,691
TOTAL ASSETS	$	655,354		$	855,908

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	211,429		$	195,183
Accounts payable - related party		3,156			—
Short term debt, net of discounts		235,237			—
Unearned revenue		1,434			3,443
Derivative liability		11,807			9,168
TOTAL CURRENT LIABILITIES		463,063			207,794

LONG-TERM LIABILITIES
Convertible notes payable, net of discounts		548,881			140,001
TOTAL LONG-TERM LIABILITIES		548,881			140,001
TOTAL LIABILITIES		1,011,944			347,795

COMMITMENTS AND CONTINGENCIES		—			—

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred shares, 10,000 shares with par value $0.001 authorized; no shares issued and outstanding at December 31, 2015 and December 31, 2014.		—			—
Common shares, 877,500,000 shares with par value $0.001 authorized; 108,769,514 and 83,496,530 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively		108,787			83,497
Additional paid in capital		19,616,012			16,705,636
Accumulated deficit		(20,081,389	)		(16,281,020	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(356,590	)		508,113

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	655,354		$	855,908

	Year ended December 31, 2015			Year ended December 31, 2014

REVENUE:
Product sales	$	571,824		$	1,124,994
Product sales - related party		39,600			35,947
Shipping and delivery		24,079			93,293
Total sales		635,503			1,254,234

Cost of goods sold		541,069			1,094,037
GROSS MARGIN		94,434			160,197

OPERATING EXPENSES:
Research and development		6,502			3,931
Advertising and marketing		435,390			967,164
General and administrative expenses		2,992,549			3,792,560
Total operating expenses		3,434,441			4,763,655

Loss from operations		(3,340,007	)		(4,603,458	)

OTHER INCOME (EXPENSE):
Interest expense		(255,372	)		(1,007	)
Amortization expense - notes discounts		(128,200	)		—
Change in fair market value of derivative liabilities		(35,037	)		1,838
Loss on equity modification		(41,753	)		—
Total other income (expense)		(460,362	)		831
Loss before income taxes	$	(3,800,369	)	$	(4,602,627	)
Provision for income taxes		—			—
Net loss	$	(3,800,369	)	$	(4,602,627	)

Basic and diluted loss per common share	$	(0.04	)	$	(0.06	)
Basic and diluted weighted average shares outstanding		91,278,322			77,208,523

	Common Stock				Additional			Accumulated
	Shares		Amount		Paid In Capital			Deficit			Total

Ending balance – December 31, 2013		72,366,667		72,367		11,969,774			(11,678,393	)		363,748
Common shares issued for cash		1,818,182		1,818		998,182			—			1,000,000
Common shares issued under equity line		3,697,889		3,698		1,696,303			—			1,700,001
Common shares issued for services		4,052,759		4,053		837,655			—			841,708
Common shares issued for equity line underwriting fees		903,633		904		(904	)		—			—
Common shares issued as compensation		657,400		657		397,465			—			398,122
Additional paid-in capital related to option grants		—				807,161			—			807,161
Net loss – year ended December 31, 2014		—		—		—			(4,602,627	)		(4,602,627	)
Ending balance – December 31, 2014		83,496,530	$	83,497	$	16,705,636		$	(16,281,020	)	$	508,113

Common shares issued for cash		3,333,334		3,333		346,667			—			350,000
Common shares issued under equity line		8,550,000		8,550		621,300			—			629,850
Common shares issued for services		6,344,022		6,345		591,926			—			598,271
Common shares issued for equity line underwriting fees		2,708,656		2,724		(2,724	)		—			—
Common shares issued as compensation		4,238,341		4,238		346,645			—			350,883
Common shares issued for interest payments		98,631		100		6,171			—			6,271
Additional paid-in capital related to option grants		—		—		220,960			—			220,960
Additional paid-in capital related to warrant issuances		—		—		453,046			—			453,046
Additional paid-in capital related to convertible notes beneficial conversion features		—		—		209,743			—			209,743
Additional paid-in capital related to convertible notes redemption		—		—		74,889			—			74,889
Additional paid-in capital related to equity modification		—		—		41,753			—			41,753
Net loss – year ended December 31, 2015		—		—		—			(3,800,369	)		(3,800,369	)
Ending Balance – December 31, 2015		108,769,514	$	108,787	$	19,616,012		$	(20,081,389	)	$	(356,590	)

	Year Ended December 31, 2015			Year Ended December 31, 2014

OPERATING ACTIVITIES:
Net loss	$	(3,800,369	)	$	(4,602,627	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		6,020			2,204
Depreciation expense		2,444			1,983
Stock issued for compensation		350,883			398,123
Stock issued for services		598,272			841,707
Option grants expense		220,960			807,161
Change in fair market value of derivative liabilities		35,037			(1,838	)
Amortization of notes payable discounts		197,905			216
Loss on equity modification		41,753			—
Change in operating assets and liabilities:
Accounts receivable		220,993			(254,022	)
Inventory		69,180			(118,211	)
Prepaid expenses		10,047			(8,500	)
Other current assets		652			2,848
Accounts payable and accrued liabilities		19,402			(79,501	)
Accrued interest		19,281			—
Unearned revenue		(2,009	)		1,961
NET CASH USED IN OPERATING ACTIVITIES		(2,009,549	)		(3,008,496	)

INVESTING ACTIVITIES:
Purchase of fixed assets		—			(14,674	)
NET CASH USED IN INVESTING ACTIVITIES		—			(14,674	)

FINANCING ACTIVITIES:
Proceeds from short term debt		325,000			—
Proceeds from short term debt - related party		500,000			—
Repayments on short term debt - related party		(500,000	)		—
Proceeds from convertible notes payable		1,213,481			150,000
Repayments on convertible notes payable		(400,000	)		—
Proceeds from issuance of common stock for cash		979,850			2,700,001
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,118,331			2,850,001

NET INCREASE (DECREASE) IN CASH		108,782			(173,169	)

CASH, Beginning of Period		39,987			213,156

CASH, End of Period	$	148,769		$	39,987

	Year Ended December 31, 2015		Year Ended December 31, 2014

Cash paid during the year for:
Interest	$	128,458	$	15,693
Taxes	$	—	$	—

	Year Ended December 31, 2015		Year Ended December 31, 2014

Discounts on derivative	$	241,710	$	11,006
Discounts on warrants	$	453,046	$	—
Interest paid by stock issuances	$	6,271	$	—
Shares issued as commitment fees - offering costs	$	2,724	$	904
Discounts from beneficial conversion features	$	209,743	$	—
Settlement of derivative liability	$	274,108	$	—

ASSET	Depreciation Term

Furniture and equipment	5 - 7 years
Warehouse fixtures	10 years

Assumptions:	December 31, 2015	December 31, 2014

Dividend yield	0.00%	0.00%
Risk-free rate for term	1.31%	1.65%
Volatility	133%	117%
Maturity dates	3 years	4 years
Stock Price	$0.055	$0.141

Warrant	Risk free rate*	Dividend yield	Volatility period	Volatility rate	Estimated life	Exercise Price	Grant Date Stock price

November 23, 2015 Warrants	0.85%	0.0%	2.0 years	89%	6.0 years	$0.17	$0.17
September 30, 2015 Warrants	1.37%	0.0%	2.0 years	89%	5.0 years	$0.08	$0.08
August 18, 2015 Warrants	1.78%	0.0%	2.0 years	89%	6.0 years	$0.10	$0.10
January 27, 2014 Warrants (re-priced)	1.56%	0.0%	2.0 years	91%	4.65 years	$0.15	$0.14
January 27, 2014 Warrants (original)	1.56%	0.0%	2.0 years	91%	4.65 years	$0.65	$0.14
October 4, 2013 Warrants	1.40%	0.0%	5 years	429%	1.5 years	$0.65	$0.65

	Number of Warrants		Weighted-Average Exercise Price	Weighted-Average Remaining Term (in years)*		Intrinsic Value**

Outstanding at December 31, 2013	3,966,666	$	0.65	2.79	$	Nil
January 27, 2014 - Granted with Units	1,818,182		0.65	4.08		Nil
Outstanding at December 31, 2014	5,784,848	$	0.63	3.20	$	Nil
August 18, 2015 - Granted for loan fee	3,750,000		0.10	5.64		Nil
September 30, 2015 - Granted for loan fee	3,125,000		0.08	4.75		Nil
November 23, 2015 - Granted for loan fee	5,000,000		0.07	5.90		Nil
Outstanding at December 31, 2015	17,659,848	$	0.24	4.76	$	Nil

Level components:	As of December 31, 2015		As of December 31, 2014
Cash	$	148,769	$	39,987
Accounts receivable		33,227		274,640
Accounts receivable - related party		18,000		3,600
Inventories, net of allowance		439,158		508,338
Prepaid expenses		5,953		16,000
Other current assets		-		652
Acc/payable and accrued liabilities		211,429		195,183
Accounts payable - related party		3,156		-
Short term debt, net of discounts		235,237		-
Unearned revenue		1,434		3,443
Level 1 total	$	1,096,363	$	1,041,843

Derivative liability	$	11,807	$	9,168
Level 2 total	$	11,807	$	9,168
		-		-
Level 3 total	$	Nil	$	Nil

	December 31, 2015		December 31, 2014

Raw materials	$	100,702	$	157,839
Finished goods		338,456		350,499
Inventory allowance		—		—
Total	$	439,158	$	508,338

Description		Convertible Notes		Total
Fair Value at December 31, 2013	$	—	$	—
Increase due to issuance of senior convertible debenture		11,006		11,006
Change in Fair Value		(1,838)		(1,838)
Fair Value at December 31, 2014	$	9,168	$	9,168
Increase due to issuance of subordinate convertible debenture		241,710		241,710
Reduction due to redemption of subordinate convertible debenture		(274,108)		(274,108)
Change in Fair Value		35,037		35,037
Fair Value at December 31, 2015	$	11,807	$	11,807

Option	Risk free rate*	Dividend yield	Volatility period	Volatility rate	Estimated life	Exercise Price	Grant Date Stock price

December 19, 2014 Options	0.85%	0.0%	2.5 years	205%	2.5 years	$0.17	$0.17
November 25, 2013 Options	0.57%	0.0%	3 years	34%	1.0 years	$0.70	$0.72

	Number of Options		Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term (in years)*		Intrinsic Value**

Outstanding at December 31, 2013	3,250,000	$	0.90 1	0.70 1	$	-
January 7, 2014 – Grant to director	750,000		-	-		-
December 19, 2014 - Cancellations	(3,750,000)		-	-		-
December 19, 2014 - Grants to directors, officers and employee	6,750,000		0.17	4.97		nil
Outstanding at December 31, 2014	7,000,000	$	0.19	3.86	$	-
(no option issuances were made in 2015)	-		-	-		-
Outstanding at December 31, 2015	7,000,000	$	0.19	3.86	$	-

	Options Outstanding				Options Exercisable
Exercise Prices	Options Outstanding	Weighted Average Exercise Price	Aggregate Intrinsic Value**	Weighted Average Remaining Contractual Life (years)*	Options Outstanding	Weighted Average Exercise Price	Aggregate Intrinsic Value**	Weighted Average Remaining Contractual Life (years)*

$0.70	250,000	$0.70	$nil	0.90	250,000	$0.70	$nil	0.90
$0.17	6,750,000	$0.17	$nil	3.97	6,750,000	$0.17	$nil	3.97
Totals	7,000,000	$0.19	$nil	3.86	7,000,000	$0.19	$nil	3.86

Year	Amount
2016	$123,957
2017	$127,227
2018	$53,965
2019 and thereafter	$Nil

Three Month Period Ended	Due Date	Amount

March 31, 2016	May 15, 2016	$75,000
June 30, 2016	August 14, 2016	$100,000
September 30, 2016	November 14, 2016	$100,000
December 31, 2016	February 14, 2017	$100,000
March 31, 2017	May 15, 2017	$100,000
June 30, 2017	August 14, 2017	$100,000
September 30, 2017	November 14, 2017	$100,000
December 31, 2017	February 14, 2018	$100,000
March 31, 2018	May 15, 2018	$100,000
June 30, 2018	August 14, 2018	$125,000
September 30, 2018	November 14, 2018	$125,000
December 31, 2018	February 14, 2019	$125,000
March 31, 2019	May 15, 2019	$125,000
Each quarter end thereafter	45 days after each quarter end	$150,000

i.	our Company reports $25,000,000 or more of gross sales in any fiscal year in our audited financial statements for such fiscal year;
ii.	our Company has a class of securities listed for trading on the New York Stock Exchange, the American Stock Exchange or NASDAQ;
iii.	our Company maintains an aggregate market capitalization of our company’s outstanding capital stock of at least $125,000,000 for twenty (20) consecutive trading days based on the closing prices for the shares of our common stock as reported on the OTC Bulletin Board; or
iv.	our Company has a change of control as defined in the VDF Warrant.

Income tax benefit at statutory rate resulting from net operating Loss carry-forward	(35	%)
Deferred income tax valuation allowance	35	%
Actual tax rate	0	%

Year Ended	Estimated NOL Carry-forward			NOL Expires		Estimated Tax Benefit from NOL			Valuation Allowance		Net Tax Benefit

2010	$	(2,163,191	)		2030	$	(757,117	)	$	757,117	$	—
2011	$	(2,707,508	)		2031	$	(947,628	)	$	947,628	$	—
2012	$	(2,895,416	)		2032	$	(1,013,396	)	$	1,013,396	$	—
2013	$	(3,912,278	)		2033	$	(1,369,297	)	$	1,369,297	$	—
2014	$	(2,557,259	)		2034	$	(895,040	)	$	895,040	$	—
2015	$	(2,397,312	)		2035	$	(839,059	)	$	839,059	$	—
	$	(16,632,964	)			$	(5,821,537	)	$	5,821,537	$	—

Name	Positions Held with the Company	Age	Date First Elected or Appointed

Shaun Roberts	Chief Executive Officer, Directors, Board Chair	46	October 4, 2013
Kyle Redfield	President and Chief Operating Officer	34	August 10, 2015
John Dawe	Chief Financial Officer, Secretary & Treasurer	57	March 18, 2014
Steven Schorr	Director	62	October 4, 2013
Gonzalo Camet	Director, Member of Compensation Committee	45	October 4, 2013
William Van Dyke	Director, Member of Compensation Committee	52	March 18, 2014

Name	Option Awards (#)		Option Awards ($)		Stock Awards ($)		Total Compensation ($)
For the year ended December 31, 2015:
Gonzalo Camet	Nil	$	Nil	$	Nil	$	Nil
Steven Schorr	Nil	$	Nil	$	Nil	$	Nil
William Van Dyke	Nil	$	Nil	$	Nil	$	Nil
For the year ended December 31, 2014:
Gonzalo Camet	750,000	$	114,236	$	52,146	$	166,382
Steven Schorr	1,000,000	$	152,314	$	52,146	$	204,460
William Van Dyke	750,000	$	114,236	$	52,146	$	166,382

Name and Principal Positions	Fiscal Year	Salary ($)	Restricted Stock Awards/SARs (1) ($)	Securities Underlying Options/SARs (1) (#)	All Other Compensation (2) ($)

Shaun Roberts CEO	2015 2014	$130,000 $130,000	$Nil $Nil	Nil 2,500,000 (3)	$Nil $316,888 (3)
Kyle Redfield (4) President & COO	2015	$275,000	$250,595	Nil	$Nil
John Dawe CFO and Secretary & Treasurer	2015 2014	$125,000 $76,500 (5)	$100,000 (5) $49,325 (5)	Nil 750,000 (5)	$Nil $114,236 (5)

Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance

Stock Option Plan, approved by shareholders	6,750,000 restricted common shares	$0.19 per share	4,250,000 restricted common shares

Option/SAR (1) Grants in Last Fiscal Year Issued to Executive
Name	Fiscal Year	Number of Securities Underlying Options or SAR’s	Percent of Total Options or SARs Granted to Employee in Fiscal Year (3)	Exercise Price ($/share)	Expiration Date	Grant Date Value ($) (2)

Shaun Roberts 2829 Ala Kalanikaumaka St., Suite F-133, Koloa, HI 96756	2015 2014	Nil 2,500,000 (4)	Nil 37.0%	n/a $0.17	December 19, 2019	$Nil $380,786 (5)
Kyle Redfield (6) 1101 Via Callejon #200, San Clemente, CA 92673-4230	2015	Nil	Nil	n/a	n/a	$Nil
John Dawe (7) 1101 Via Callejon #200, San Clemente, CA 92673-4230	2015 2014	Nil 750,000 (7)	Nil 11.1%	n/a $0.17	December 19, 2019	$Nil $114,236

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Issued to Executive
Name	Fiscal Year	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Securities Underlying Unexercised Options/SARs at Fiscal year-end (#)		Value of Unexercised In-the-Money Options/SARs at Fiscal year-end (1) ($)
				Exercisable	Unexercisable	Exercisable	Unexercisable
Shaun Roberts 2829 Ala Kalanikaumaka St., Suite F-133, Koloa, HI 96756	2015 2014	Nil Nil	$Nil $Nil	2,500,000 1,000,000	n/a 1,500,000	$Nil $Nil	n/a n/a
Kyle Redfield (2) 1101 Via Callejon #200, San Clemente, CA 92673-4230	2015	Nil	Nil	Nil	Nil	$Nil	$Nil
John Dawe (7) 1101 Via Callejon #200, San Clemente, CA 92673-4230	2015 2014	Nil Nil	$Nil $Nil	750,000 750,000	n/a n/a	$Nil $Nil	n/a n/a

Security Ownership of Certain Beneficial Owners
Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)	Percent of Class (2)

Common Stock	Shaun Roberts 2829 Ala Kalanikaumaka St., Suite F-133, Koloa, HI 96756	12,038,314 (3)	9.9%
Common Stock	Steven Schorr 2829 Ala Kalanikaumaka St., Suite F-133, Koloa, HI 96756	8,634,647 (4)	7.2%

Security Ownership of Management
Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)	Percent of Class (2)

Common Stock	Shaun Roberts - CEO, Board Chair 2829 Ala Kalanikaumaka St., Suite F-133, Koloa, HI 96756	12,038,314 (3)	9.9%
Common Stock	Kyle Redfield - President & COO 1101 Via Callejon #200, San Clemente, CA 92673-4230	3,100,163 (4)	2.6%
Common Stock	John Dawe - CFO, Secretary & Treasurer 1101 Via Callejon #200, San Clemente, CA 92673-4230	1,962,878 (5)	1.6%
Common Stock	Gonzalo Camet - Director Malecón Paul Harris 200 Dpto. 504, Lima, Peru 04	7,023,122 (6)	5.8%
Common Stock	Steven Schorr - Director 2829 Ala Kalanikaumaka St., Suite F-133, Koloa, HI 96756	8,634,647 (7)	7.2%
Common Stock	William Van Dyke - Director 1101 Via Callejon #200, San Clemente, CA 92673-4230	1,014,107 (8)	0.9%

Common Stock	All Directors and Officers as a Group	22,489,342	28.0%

Exhibit Number	Description	Filed
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation	(attached as an exhibit to our Registration Statement on Form S-1, filed on August 22, 2011)
3.2	Bylaws	(attached as an exhibit to our Registration Statement on Form S-1, filed on August 22, 2011)
3.3	Articles of Merger dated effective September 9, 2013	(attached as an exhibit to our current report on Form 8-K, filed on September 13, 2013)
3.4	Certificate of Change dated effective September 9, 2013	(attached as an exhibit to our current report on Form 8-K, filed on September 13, 2013)
(10)	Material Contracts
10.1	Binding Letter agreement dated June 5, 2013 with Sandwich Isles Trading Company, Inc.	(attached as an exhibit to our current report on Form 8-K, filed on June 11, 2013)
10.2	Asset Purchase Agreement dated October 4, 2013 with Sandwich Isles Trading Co. Inc.	(attached as an exhibit to our current report on Form 8-K, filed on October 10, 2013)
10.3	Employment Agreement dated October 4, 2013 with Shaun Roberts	(attached as an exhibit to our current report on Form 8-K, filed on October 10, 2013)
10.4	Consultant Agreement dated October 4, 2013 with Bioponic Phytoceuticals, Inc. (a company controlled by Steven M. Schorr)	(attached as an exhibit to our current report on Form 8-K, filed on October 10, 2013)
10.5	Binding Letter agreement dated June 5, 2013 with Sandwich Isles Trading Company, Inc.	(attached as an exhibit to our current report on Form 8-K, filed on June 11, 2013)
10.6	Form of subscription agreement	(attached as an exhibit to our current report on Form 8-K, filed on November 25, 2013)
10.7	Form of warrant	(attached as an exhibit to our current report on Form 8-K, filed on November 25, 2013)
10.8	Termination Agreement dated as of December 16, 2013 and effective November 1, 2013 between KonaRed Corporation and Bioponic Phytoceuticals, Inc.	(attached as an exhibit to our current report on Form 8-K filed on December 18, 2013)
10.9	2013 Stock Option Plan	(attached as an exhibit to our current report on Form 8-K filed on January 10, 2014)
10.10	Form of Stock Option Agreement (US persons)	(attached as an exhibit to our current report on Form 8-K filed on January 10, 2014)
10.11	Form of Stock Option Agreement (non-US persons)	(attached as an exhibit to our current report on Form 8-K filed on January 10, 2014)
10.12	Form of Stock Option Agreement (US persons – no plan)	(attached as an exhibit to our current report on Form 8-K filed on January 16, 2014)
10.13	Form of securities purchase agreement (non US purchaser)	(attached as an exhibit to our current report on Form 8-K, filed on February 3, 2014)
10.14	Form of securities agreement (US purchaser)	(attached as an exhibit to our current report on Form 8-K, filed on February 3, 2014)
10.15	Form of warrant certificate (non US Purchaser)	(attached as an exhibit to our current report on Form 8-K, filed on February 3, 2014)
10.16	Form of warrant certificate (US Purchaser)	(attached as an exhibit to our current report on Form 8-K, filed on February 3, 2014)