Exhibit 10.1


 


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:  $157,895.00	Issue
    Date: September 27, 2016
	Purchase
    Price: $150,000.00	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 One Hundred Fifty Seven Thousand Eight
Hundred Ninety Five Dollars ($157,895.00). 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:


 


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


 


Such
redemption must be closed and funded within 3 days of giving notice of redemption or the right to redeem shall be null and void.


 






    	 	1	 



     


    

 


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
1.3This Note is issued solely for value received, paid by Holder to Maker by wire (“Consideration”), plus
an additional $7,895 representing the Original Issue Discount (the “OID”).


 


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 date that is
6 months from the Issue 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 Fifty-Seven and One-Half Percent
(57.5%) of the lowest Trading Price (defined below) in the twenty calendar days 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.


 


In
the event the Company experiences a DTC “Chill” on its shares or the Company’s stock is NOT DWAC/FAST eligible,
or the Company has a “Yield Sign” on OTC Markets, at the time the Holder elects to convert the Note, the Conversion
Price shall be decreased to 50% instead of 57.5%.


 






    	 	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.


 


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
asAmounte 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.


 


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.


 






    	 	3	 



     


    

 


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).


 


(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.


 






    	 	4	 



     


    

 


(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.


 


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 Amount 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;


 






    	 	5	 



     


    

 


(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. 


 


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.


 






    	 	6	 



     


    

 


(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.


 


(e)         Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will
not be late or delinquent in filing its financial statements with the requisite reporting bodies.


 


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


 






    	 	7	 



     


    

 


(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.


 


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.        The Holder shall 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.


 






    	 	8	 



     


    

 


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.


 


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.


 






    	 	9	 



     


    

 


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.


 


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.


 


Section
5.10. Right of First Refusal. For a period of six months following the issuance of this Note, unless it shall have first delivered
to the Holder, at least forty eight (48) hours prior to the closing of such Future Offering (as defined herein), written notice
describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be
entered into in connection therewith, and providing the Holder an option during the forty eight (48) hour period following delivery
of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future
Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right
of First Refusal”) (and subject to the exceptions described below), the Maker will not conduct any equity financing (including
debt with an equity component) (“Future Offerings”). In the event the terms and conditions of a proposed Future Offering
are amended in any respect after delivery of the notice to the Holder concerning the proposed Future Offering, the Maker shall
deliver a new notice to the Holder describing the amended terms and conditions of the proposed Future Offering and the Holder
thereafter shall have an option during the twenty four (24) hour period following delivery of such new notice to purchase its
pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended.
The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right
of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public
offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or (ii) issuances of securities as consideration
for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary
purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product
or license by the Maker. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion
of the Maker’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional
options or warrants, or the issuance of additional securities, to any employee, officer, director or consultant of the Maker,
which issuance is duly approved by the Maker’s Board of Directors.





 






    	 	10	 



     


    

 


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. 


 


Conversion
Date: ___________________________________________


 


Applicable
Conversion Price: $____________


 


Signature:
___________________________________________


 


Name:
___________________________________________


 


Address:
___________________________________________


 


___________________________________________


 


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