Exhibit 10.2


 


NEITHER THIS NOTE NOR THE SECURITIES
INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE
MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.


 


CONVERTIBLE
PROMISSORY NOTE


 


	Principal
    Amount:  $50,000.00	Issue
    Date: September 27, 2016
	 	Maturity
    Date: March 27, 2018


 


For
good and valuable consideration, Medifirst Solutions Inc., a Nevada corporation (“Maker”), hereby makes
and delivers this Promissory Note (this “Note”) in favor of Blackbridge Capital Growth Fund, LLC , or
its assigns (“Holder”), and hereby agrees as follows:


 


ARTICLE
I.


PRINCIPAL
AND INTEREST


 


Section
1.1. For value received, Maker promises to pay to Holder at such place as Holder or its assigns may designate in writing,
in currently available funds of the United States, the Principal Amount of Fifty Thousand Dollars ($50,000.00). Maker’s
obligation under this Note shall accrue interest at the rate of nine percent (9%) per annum from the date hereof until
paid in full. Interest shall be computed on the basis of a 365-day year or 366-day year, as applicable, and actual days lapsed.
Accrual of interest shall commence on the first business day to occur after the Issue Date and continue until payment in full
of the Principal Amount has been made or duly provided for.


 


Section
1.2.


a.       All
payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such
payment is physically received by the Holder. 


 


b.       All
principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before March 27,
2018 (the “Maturity Date”).


 


c.       Maker
shall prepay all or part of the principal and interest of the Note with the following penalties:


 






    	 	1	 



     

    

 


	PREPAY
    DATE	PREPAY
    AMOUNT
	Any
    time	120%
    of principal to be prepaid plus 100% accrued interest on such prepaid principal


 


d.       This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Maker and will not impose personal liability upon the holder thereof.


 


Section
1.3. This Note is issued in exchange solely for Holder’s surrender of the Convertible Note previously issued by Maker,
and subsequently acquired by Holder, pursuant to an Assignment and Assumption Agreement dated on even date hereof (the “Assumption
Agreement”), which represents amounts due and owing by Maker to the original holder thereof as of at least six months prior
to the date of this Note, and for no other consideration from Holder. All obligations of Maker to Holder, pursuant to and in connection
with the Assumption Agreement, are replaced and superseded in their entirety by the terms of this Note.


 


ARTICLE
II.


CONVERSION
RIGHTS; CONVERSION PRICE


 


Section
2.1. Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Issuance
Date of this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable
shares of Common Stock of the Maker (the “Notice Shares”) at the Conversion Price determined as provided herein. Promptly
after delivery to Maker of a Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any
other form provided by the Holder, properly completed and duly executed by the Holder or its assigns (a “Conversion Notice”),
the Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion
of this Note to be converted as shall be determined in accordance herewith.


 


No
fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable
shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the “Conversion Date”)
shall be deemed to be the date on which the Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker.
Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date
the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be made to the address specified
by the Holder or its assigns in the Notice of Conversion.


 


Section
2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal to Fifty Percent (50%) of
the lowest Trading Price (defined below) during the in the twenty Trading Days (defined below) prior to the day the Holder requests
Conversion, and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice.
The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount
divided by the Conversion Price.


 






    	 	2	 



     

    

 


“Trading
Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading
market (the “OTC MARKETS”) as reported by a reliable reporting service (“Reporting Service”) mutually
acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTC MARKETS is not the principal trading market for such security,
the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading
Day” shall mean any day on which the Common Stock is tradable for any period on the OTC MARKETS, or on the principal securities
exchange or other securities market on which the Common Stock is then being traded.


 


Section
2.3. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Maker shall
reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker
is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the
Maker), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed
to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this
Note, the number of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the surviving
corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a holder of the number of shares of Common Stock into which this Note is
convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation (if other than the Maker) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by the
Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as
determined in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of
the number of shares of common stock into which this Note is convertible which shall be as nearly equivalent as practicable
to the adjustments provided for in this Section 2.3(a). For purposes of this Section 2.3(a), “common stock of the
successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any
such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants
or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a) shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 






    	 	3	 



     

    

 


Section
2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration
under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable
upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under
the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in
form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration
requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been
so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a
legend substantially in the following form, as appropriate:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THOSE LAWS.


 


Upon
the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker
shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend,
if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance
and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act
covering such securities is in effect.


 


Section
2.5. Reservation of Common Stock.


 


(a)     The
Maker covenants that during the period the Note is outstanding, it will reserve from its authorized and unissued Common Stock
a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker
further covenants that its issuance of this Note 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 shares of Common Stock of the Maker issuable
upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares
of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted).


 






    	 	4	 



     

    

 


(b)    The
Maker 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 Note, 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 necessary or appropriate to protect the rights of Holder
against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares
of Common Stock issuable upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior
to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Maker to perform its obligations under this Note.


 


(c)     Upon
the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably
satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder.


 


(d)    Before
taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the
shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary
in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted
Conversion Price.


 


(e)     Before
taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible
or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may
be necessary from any public regulatory body or bodies having jurisdiction thereof.


 


(f)     If
at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion
of the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of the Holder’s
request to hold such meeting for the sole purpose of increasing the number of authorized shares of Common Stock.


 






    	 	5	 



     

    

 


Section
2.6. Maximum Conversion.


 


The
Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with that number of shares
of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder
and its affiliates on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes
with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial
ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such
Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


Section
3.1. The Holder represents and warrants to the Maker:


 


(a)     The
Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not
offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that
will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities;


 


(b)     That
Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities
Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the registration provisions of the Act and
any continued reliance on such exemption is predicated on the representations of the Holder set forth herein;


 


(c)     Holder
(i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment,
(iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present
time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not
readily marketable that is disproportionate to Holder’s net worth, and Holder’s investment in this Note will not cause
such overall commitment to become excessive;


 


(d)     Holder
is an “accredited investor” (as defined in Regulation D promulgated under the Act) and the Holder’s total
investment in this Note does not exceed 10% of the Holder’s net worth; and


 


(e)     Holder
recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their entire
investment should consider investing in the Maker and this Note.


 






    	 	6	 



     

    

 


Section
3.2.The Maker represents and warrants to Holder:


 


(a)     Organization
and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such
qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other
organization, whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any equity or other ownership
interest.


 


(b)    Authorization;
Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate
the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the
execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby
(including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable
upon conversion or exercise hereof) have been duly authorized by the Maker’s Board of Directors and no further consent or
authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and
delivered by the Maker by its authorized representative, and such authorized representative is the true and official representative
with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv)
this Note constitutes, a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its
terms.


 


(c)     Issuance
of Shares. The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the
Maker and will not impose personal liability upon the holder thereof.


 


(d)    Acknowledgment
of Dilution. The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Notice Shares upon conversion of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon
conversion of this Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership
interests of other shareholders of the Maker.


 






    	 	7	 



     

    

 


ARTICLE
IV.


EVENTS
OF DEFAULT


 


Section
4.1.Default. The following events shall be defaults under this Note: (“Events of Default”):


 


(a)     default
in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount
or such part thereof shall become due and payable hereunder; or


 


(b)    failure
on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of
the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which
written notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding
that the Maker remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested,
to the Maker; or


 


(c)     any
representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading
in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent
it is corrected by the Maker within a period of 5 business days after the date on which written notice specifying such failure,
stating that such notice is a “Notice of Default” hereunder and demanding that the Maker remedy same, shall have been
given by the Holder by registered or certified mail, return receipt requested; or


 


(d)    any
of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law
for the relief of debtors (collectively, the “Bankruptcy Law”): (A) commencement of a voluntary case or proceeding,
(B) consent to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment
of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (each, a “Custodian”), of
it or for all or substantially all of its property, (D) a general assignment for the benefit of its creditors, or (E) admission
in writing its inability to pay its debts as the same become due; or


 


(e)     entry
by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker
in an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or
(C) orders the liquidation of the Maker, and such order or decree remains unstayed and in effect for 60 days.


 






    	 	8	 



     

    

 


Section
4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note, then, in
addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights
and remedies:


 


a.       Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such
amounts shall be immediately due and payable.


 


b.       Pursue any other rights or remedies available to Holder at law or in equity.


 


c.       Receive liquidated damages of $500 per day per Event of Default the Maker is in Default pursuant to this Note.


 


Section
4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and
expenses, including reasonable attorneys’ fees and disbursement and court costs, incurred by the Holder in collecting or
otherwise enforcing this Note or in attempting to collect or enforce this Note.


 


Section
4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred
upon or reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law,
and every such right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein;
and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient,
by the Holder.


 


Section
4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences
but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.


 


Section
4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided
herein.


 






    	 	9	 



     

    

 


ARTICLE
V.


MISCELLANEOUS


 


Section
5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served
or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served
(which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the
United States mail, certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address
of the Holder shall be 450 7th Ave., Suite 609, New York, NY 10123; and the address of the Maker shall be 4400 Route
9 South, Suite 1000, Freehold, NJ 07728. Both the Holder or its assigns and the Maker may change the address for service by delivery
of written notice to the other as herein provided.


 


Section
5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker
and the Holder.


 


Section
5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be
the benefit of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred,
this Note shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page
of this Note.


 


Section
5.4. Governing Law. This Note shall be governed by the internal laws of the State of New York, without regard to conflicts
of laws principles.


 


Section
5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note,
if mutilated, the Maker will make and deliver a new Note of like tenor.


 


Section
5.6. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation,
the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder
or any other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms
hereof.


 


Section
5.7. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive
in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is
enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will
not in any way be affected or impaired thereby.


 


Section
5.8. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning
of such section.


 






    	 	10	 



     

    

 


Section
5.9. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all
of which shall be deemed to constitute one instrument.


 


IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed this Note as of the date first written above.


 


	Medifirst
Solutions Inc.
	 
	 	 
	 	 
	By: 	Bruce Schoengood	 
	Its:	 CEO	 


 


 


	Acknowledged
        and Agreed:

         
	 
	Blackbridge
Capital Growth Fund, LLC .
	 



 


	 	 	 
	By:	Alexander
                                         Dillon
	 
	Its:	Partner
    	 


 



    	 	11	 



     

    




 


EXHIBIT
1


CONVERSION
NOTICE


_______________________________________________________________________________


(To
be executed by the Holder in order to Convert the Note)


 


TO:


 


The
undersigned hereby irrevocably elects to convert US$___________ of the Principal Amount of the above Note into Shares of
Common Stock of Medifirst Solutions Inc., according to the conditions stated therein, as of the Conversion Date written below.
If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Maker in accordance
therewith. Holder will pay all transfer agent and legal opinion costs associated with this notice.


 


Furthermore,
prior to finalizing this issuance, upon being provided a conversion notice and opinion letter, please provide Blackbridge Capital
Growth Fund LLC (via email) with:


 


		i)	A
                                         copy of the certificate(s) to be issued pursuant to the Agreement(s) as of the date hereof;
	 	 	 



		ii)	The
                                         FedEx Priority Overnight tracking number (or a copy of the packing slip if available)
                                         for any physical certificate(s) to be issued



 


Conversion
Date:


 


Applicable
Conversion Price: $


 


	Signature:	__________________________________


 


Name:



Address:



 


Mail
Certificate To:


 


Tax
I.D. or Soc. Sec. No: 


 


Principal
Amount to be converted: 


US
$


 


Amount
of Note unconverted:


US
$


 


Number
of shares of Common Stock to be issued:


 


 


12