Exhibit 4.1


 


PROMISSORY NOTE


 


	$150,000.00	March 8, 2016


 


The undersigned, Medifirst Solutions,
Inc., a Nevada corporation, ("Maker") promises to pay to the order of Medical Lasers Manufacturer, Inc., a Florida
corporation doing business as Laser Lab Corp., with offices located at 101 Spanish River Road, 305, Boca Raton, Florida 33432
("Holder") the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00), with interest thereon at the rate
of six percent (10%) per annum, until paid. The entire principal balance of this Note and accrued interest shall be due and
payable in full on September 8, 2017 ("Maturity Date"). This Promissory Note is being issued by the Maker in
connection with that certain Product and Know-How License Agreement (the “License Agreement”) dated as of March
8, 2016 between the Maker’s wholly-owned subsidiary, Medical Laser Manufacturer, Inc., a Nevada corporation, and the
Holder. The rights and obligations herein are subject to the License Agreement, including the provision for automatic
reduction of principal owed hereunder.


 


1.       Payment; Maturity;
Default Interest.


 


(a)       All
principal and interest due under this Note shall be due and payable on September 8, 2017 (the “Maturity Date”)
unless paid or converted earlier in accordance with the terms of this Note. Except as specified herein, all payments of principal
shall be in lawful money of the United States of America. All payments shall be applied first to any then-outstanding interest
and second to any then-outstanding principal. If any payments on this Note become due on a Saturday, Sunday, or a public holiday
under the laws of the State of New Jersey, such payment shall be made on the next succeeding business day and such extension of
time shall be included in computing interest in connection with such payment. The Company may prepay this Note at any time without
the consent of Holder and with no pre-payment penalty.


 


2.       Representations
and Warranties. The Company hereby represents and warrants to Holder as follows:


 


(a)       This
Note has been duly authorized, executed and delivered and is a valid and binding agreement of the Company;


 


(b)       The
Company (i) is a corporation duly created and existing in good standing under the laws of the State of Nevada; (ii) has the power
and authority to own the properties and assets which it purports to own and to carry on its business as now conducted; (iii) has
the power and authority to execute and deliver all documents required hereunder; and (iv) to the best of its knowledge has complied
with all filing and other requirements of federal, state and local laws, insofar as such laws relate to its doing business;


 






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3.       Default;
Remedies. Each of the following shall be an “Event
of Default” hereunder:


 


(a)       Failure
to pay any amounts when due under this Note.


 


(b)       A
breach by the Company of any representation, warranty, covenant or agreement made by the Company in this Note.


 


(c)       The
Company engages in any liquidation of the Company or files any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes
any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing.


 


(d)       An
involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect, or a custodian, receiver,
trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control
of any property of the Company.


 


(e)       Company
shall have a 7-day cure period (the “Cure Period”) for any Event of Default. Following the expiration
of the Cure Period, Holder shall be immediately be entitled to exercise all remedies available under this Note or otherwise.


 


4.       Miscellaneous.


 


(a)       Governing
Law. The terms of this Note shall be construed in accordance with the laws of the State of New Jersey, as applied to
contracts entered into by New Jersey residents within the State of New Jersey and to be performed entirely within the State of
New Jersey.


 


(b)       Successors
and Assigns; Assignment. This Note is non-negotiable and non-assignable by Holder.


 


(c)       Notices.
All notices required or permitted hereunder shall be in writing and shall be given to the addresses set forth on the signature
pages hereto.


 


(d)       Modification;
Amendment; Waiver. No modification, amendment or waiver of any provision of this Note or consent to the departure therefrom
shall be effective without the written consent of the Company and the Holder, and with respect to any waiver, it shall be effective
only in the specific instance and for the specific purpose for which it was given.


 


	Company:	 	Accepted and agreed to by:
	Medifirst Solutions, Inc	 	Medical Lasers Manufacturer, Inc.,
	 	 	 	a Florida corporation
	 	 	 	 
	By:	/s/ Bruce Schoengood	 	By:	/s/
    Bradley Schoengood
	 	Bruce Schoengood

                                                                                Chief Executive Officer

                                                                                Address:
	 	 	Bradley Schoengood

                                                                                President

		 	 	
		 		
		 	 	 


 


 




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