Exhibit 10.2

NOTE PURCHASE AGREEMENT

      This Note Purchase Agreement (the "Agreement") is made as of April 1, 2015 by and between HDS International Corp. a Nevada corporation with principal offices at 9272 Olive Blvd, St Louis, MO 63132 (the "Company") and Iconic Holdings, LLC, a Delaware LLC with principal offices at 7200 Wisconsin Ave, Suite 206, Bethesda, MD 20814 (the "Purchaser"). As used herein, the term "Parties" shall be used to refer to the Company and Purchaser jointly.

WHEREAS:

A.

The Parties jointly warrant and represent that they have a pre-existing relationship prior to the date of this Agreement.

B.

Purchaser warrants and represents that it is sophisticated and experienced in acquiring the debt instruments issued by small early-stage companies that have not achieve profitability, positive cash flow or both.

C.

Purchaser warrants and represents that it is an "accredited investor," as that term is defined in Rule 501 of the Securities Act of 1933, as amended (the "1933 Act").

D.

Purchaser warrants and represents that prior to entering into this Agreement that it has received and completed its review of the Company's corporate and financial statements as included in the filings and disclosures as listed for the Company with the Securities and Exchange Commission which has allowed Purchaser to make an informed investment decision with respect to purchase of that certain Convertible Promissory Note in the stated original principal amount of $600,000 (the "Note") attached in Exhibit A and dated April 1, 2015.

E.

The Purchaser acknowledges and agrees that it is acquiring the Note for investment purposes only and not with a view to a distribution.

F.

The Purchaser acknowledges and agrees that: (i) the Note is a "restricted security," as that term is defined in the 1933 Act and (ii) no registration rights have been granted to Purchaser to register the Note.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

 

 

 

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      The Company hereby represents and warrants to the Purchaser as follows:

      The Purchaser hereby represents and warrants to the Company as follows:

 

 

delivered by the Purchaser, constitutes a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(a)

the Purchaser is an accredited investor (as that term is defined in Rule 501(a)(1) of Regulation D of the 1933 Act;

(b)

the Purchaser is sophisticated and experienced in acquiring the securities of small public companies;

(c)

the Purchaser has reviewed the Company's Annual and Quarterly Reports together with the audited financial statements contained therein;

(d)

the Purchaser has had sufficient opportunity to review and evaluate the risks and uncertainties associated with the purchase of the Company's securities;

(e)

the Purchaser is acquiring the Note from the Company for investment purposes only and not with a view to a distribution.

The Company shall not be obligated, unless previously detailed in Section 2.1(2), to pay any commission, brokerage fee or finder's fee based on any alleged agreement or understanding between the Purchaser and a third person in respect of the transactions contemplated hereby. The Purchaser hereby agrees to indemnify the Company against any claim by any third person for any commission, brokerage or finder's fee or other payment with respect to this Agreement or the

 

transactions contemplated hereby based on any alleged agreement or understanding between the Purchaser and such third person, whether express or implied from the actions of the Purchaser.

This Agreement shall bind and inure to the benefit of the Company, the Purchaser and their respective successors and assigns.

This Agreement and the other writings and agreements referred to in this Agreement or delivered pursuant to this Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto.

All notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be personally served, sent via facsimile or e-mail, or sent in writing via an internationally recognized overnight courier or by registered or certified mail, return receipt requested and postage prepaid to the address of each party listed on the first page of this Agreement or to such other address as the party to whom notice is to be given may have furnished to the other parties to this Agreement in writing in accordance with the provisions of this Section 8. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of facsimile or e-mail, immediately (iii) in the case of an internationally-recognized overnight courier, on the next business day after the date when sent and (iv) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

This Agreement may not be modified or amended, or any of the provisions of this Agreement waived, except by written agreement of the Company and the Purchaser.

In the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys' fees and other costs and expenses by the other parties to the dispute.

This section is controlled by Section 3.00(i) of the Convertible Promissory Note dated April 1, 2015.

The captions by which the sections and subsections of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation. Exhibit A is attached hereto and each of the attachments listed in Exhibit A are each with Exhibit A incorporated by reference herein.

If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.

This Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.

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       IN WITNESS WHEREOF, each of the undersigned has duly executed this Note Purchase Agreement as of the date first written above.

FOR THE COMPANY:

                                    HDS International Corp.

                                        By:  PAUL A. RAUNER

Name:  PAUL A. RAUNER

FOR THE PURCHASER:

Iconic Holdings, LLC

                                        By:  JUSTIN EDERLE

                                        Name:  Justin Ederle

Its:  Manager

 [SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]

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EXHIBIT A

(Copy of Convertible Promissory Note, Board Resolution, and Irrevocable Instructions to Stock Transfer Agent, are each attached hereto.)

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