Exhibit 10.5


 


NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD,
PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.


 


ISSUE DATE: October 7, 2015


PRINCIPAL AMOUNT: $60,000


 


RX SAFES, INC.


 


  CONVERTIBLE PROMISSORY
NOTE DUE OCTOBER 7, 2016


 


THIS Note is a duly authorized issuance of $60,000
of RX SAFES, INC., a Nevada corporation (the "Company") designated as its Note.


 


FOR VALUE RECEIVED, the Company
promises to pay to KODIAK CAPITAL GROUP, LLC, the registered holder hereof (the "Holder"), the principal sum of sixty
thousand and 00/100 Dollars ($60,000) on October 7, 2016 (the “Maturity Date”).  The principal of this Note is
payable in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by
the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder
of this Note.  The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the
liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.


 


This Note is subject to the following additional provisions:


 


1.           The Note is exchangeable for an equal aggregate
principal amount of Note of different authorized denominations, as requested by the Holder surrendering the same.  No service
charge will be made for such registration or transfer or exchange.


 


2.           The Holder of this Note is entitled any time
after April 7, 2016, subject to the following provisions, to convert all or a portion of the principal amount of this Note into
shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by sixty five percent (65%) (the
“Conversion Price”). “Current Market Price” means the lowest traded sale price for the Common Stock as
reported by Bloomberg, LP for the ten (10) trading days ending on the trading day immediately before the relevant Conversion Date
(as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof)
of the Note to be converted, divided by the Conversion Price.


 


Conversion shall be effectuated
by surrendering the Note to the Company, accompanied by or preceded by email or other delivery to the Company of the form of conversion
notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof.
 No fractional shares of Common Stock or scrip representing fractions of shares 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 emails or otherwise delivers the conversion notice ("Notice
of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Certificates
representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date (“Delivery
Date”).


 






     

    	 	 	 



    

 


The Company shall pay any payments
incurred under this Section in immediately available funds upon demand as the Holder’s remedy for such delay.  Furthermore,
in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect
delivery of the Shares by close of business on the Delivery Date, unless such failure is due to causes beyond the Company’s
reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering
a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions
immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated
by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder
notwithstanding such revocation.


 


Notwithstanding anything to the
contrary contained in this Note, at any time during the period beginning on the Issue Date and ending on the date which is one
hundred eighty (180) days following the issue date, the Borrower shall have the right to prepay the outstanding Note (principal
and accrued interest), in full, in accordance with this section.  Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower
is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days
from the date of the Optional Prepayment Notice.  On the date fixed for prepayment (the “Optional Prepayment Date”),
the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified
by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date.  If the Borrower
exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional
Prepayment Amount”) equal to 100%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus
(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest,
if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to the Note.  If
the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note
within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the
Note pursuant to this section.


 


After the expiration of one hundred
eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.


 


Without in any way limiting the
Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery
of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances
described in this Note, which failure shall be governed by such Note) the Borrower shall pay to the Holder $500 per day in cash,
for each day beyond the Deadline that the Borrower fails to deliver such Common Stock.  Such cash amount shall be paid to
Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice
to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount
of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal
amount shall be convertible into Common Stock in accordance with the terms of this Note.  The Borrower agrees that the right
to convert is a valuable right to the Holder.  The damages resulting from a failure, attempt to frustrate, interference with
such conversion right are difficult if not impossible to qualify.  Accordingly, the parties acknowledge that the liquidated
damages provision contained in this Section) are justified.  


 



    	 	2	 



     

    

 


In lieu of delivering physical certificates
representing the Shares issuable upon conversion, provided the Company’s Transfer Agent is participating in the Depository
Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with
the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is
not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause
its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account
of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.


 


The Holder of the Note shall be
entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C.
§101 et seq. (the “Bankruptcy Code”).  In the event the Company is a debtor under the Bankruptcy
Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in
respect of such holder’s conversion privilege.  The Company hereby waives, to the fullest extent permitted, any rights
to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note. This Note has been issued subject to
investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities
Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed
transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive
reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not
cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this
Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's
Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or
not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.


 


4.           No provision of this Note shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate,
and in the coin or currency, herein prescribed.  This Note is a direct obligation of the Company.


 


5.           The Holder of the 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 shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation
of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.


 


6.           This Note shall be governed by and construed
in accordance with the laws of the State of California. Each of the parties consents to the jurisdiction of the federal courts
whose districts encompass any part of the City of Newport Beach or the state courts of the State of California sitting in the City
of Newport Beach in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.
Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.


 


7.           The following shall constitute an "Event
of Default":


 


a.           The Company shall default in the payment of principal
on this Note and same shall continue for a period of five (5) days; or


 


b.           Any of the representations or warranties made
by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company
in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made;
or


 






    	 	3	 



     

    

  


c.           The Company shall fail to perform or observe,
in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall
continue uncured for a period of five (5) days after written notice from the Holder of such failure; or


 


d.           The Company fails to authorize or to cause its
Transfer Agent to issue the Shares upon exercise by the Holder through a Notice of conversion in accordance with the terms of this
Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for Shares issued to the Holder upon conversion
of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on
any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful,
as and when required by this Note, and any such failure shall continue uncured for five (5) business days; or


 


e.           The Company shall (1) make an assignment for
the benefit of creditors or commence proceedings for its dissolution; or (2) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or business; or


 


f.           A trustee, liquidator or receiver shall be appointed
for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty
(60) days after such appointment; or


 


g.           Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion
of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or


 


h.           Any money judgment, writ or warrant of attachment,
or similar process in excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be entered or filed against the
Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty
(30) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or


 


i.           Bankruptcy, reorganization, insolvency or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by
or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution
or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material
allegations of, or default in answering a petition filed in any such proceeding; or


 


j.           The Company shall have its Common Stock suspended
or delisted from an exchange from trading for in excess of fifteen trading days.


 


k.           The Company fails to file a registration statement
with the Securities and Exchange Commission for the underlying common stock of the Note by November 30, 2015.


 


Then, or at any time thereafter,
and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall
not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder
may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment,
demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments
contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law. Upon an Event of Default, the Conversion Price will become the
Current Market Price multiplied by fifty percent (50%) (“Default Conversion Price”).


 



    	 	4	 



     

    

  


8.           The Holder may not convert this Note to the extent
such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance
with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.99% of the then issued and outstanding
shares of Common Stock held by such Holder after application of this Section.  Since the Holder will not be obligated to report
to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at
issue would result in the issuance of shares of Common Stock in excess of 9.99% of the then outstanding shares of Common Stock
without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have
the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion
hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination
of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder.  If
the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the
permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company
shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted
on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess
of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder.  The provisions
of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than thirty (30) days
prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 


9.           Nothing contained in this Note shall be construed
as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect
of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in
accordance with the terms hereof.


 






    	 	5	 



     

    

 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed by an officer thereunto duly authorized.


 


Dated: October 7, 2015


 


RX SAFES, INC.


 


	By:		 
	 	 	 
	ATTESTOR	 
	 	 	 
	By:		 



 






    	 	6	 



     

    

 


EXHIBIT A - NOTICE OF CONVERSION


 


The undersigned hereby elects to
convert principal under the Note due October 7, 2016 of RX SAFES, INC. a Nevada corporation (the “Company”),
into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the
date written below.  If shares of Common Stock 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 Company in accordance therewith.  No fee will be charged to the holder for any conversion, except for such
transfer taxes, if any.


 


By the delivery of this Notice of
Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts
specified under Section 8 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


Conversion calculations:__________


Date to Effect Conversion:__________


Principal Amount of Debenture to be Converted:__________


Signature:__________


Name:__________


Shares to be issued to:__________


EIN:__________


Address for Delivery of Common Stock Certificates:__________


 


Or


 


DWAC Instructions:__________


Broker No:__________


Account No:__________


 



    	 	7	 



     

    

 


October 7, 2015


 


VIA ELECTRONIC
MAIL


 


Kodiak Capital Group, LLC


260 Newport Center Drive


Newport Beach, CA 92660


 


Re: Share
Structure of RX SAFES, INC.


 


To Whom
It May Concern:


 


The purpose
of this
letter is to
confirm the
share structure
of RX SAFES, INC. (the
“Company”). By
execution below,
I hereby verify
that the information
provided is current
and accurate
as of
the date of
this document
and that
at any
time while
the Note entered
into as of
the date
hereof remains outstanding,
I will
provide the
Company’s current
share structure to
Kodiak Capital Group, LLC
upon request.


 


Shares
of RX SAFES, INC. authorized:__________


 


Shares
of RX SAFES, INC. issued
and outstanding:__________


 


Furthermore,
prior to finalizing
this issuance, upon
being provided a
conversion notice
and opinion letter,
I agree
to provide
Kodiak Capital Group, LLC
(via email) with:


 


A
copy of
the certificate(s)
to be
issued pursuant
to the
Note as
of the date
hereof (if physical
shares are to
be issued
in lieu of
DWAC);


 


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


 


Very truly
yours,


 


Island Stock Transfer


_____________


 


Acknowledged
and Agreed



RX SAFES, INC.


_____________


 



    	 	8	 



     

    

 


October 7, 2015


 


Island Stock Transfer


15500 Roosevelt Boulevard


Suite 301


Clearwater, FL 33760


 


Ladies
and Gentlemen:


 


RX
SAFES, INC. a Nevada corporation (the
"Company") and
Kodiak Capital Group, LLC
(the "Investor")
have entered
into a
Note dated
as of October 7, 2015 (the
"Agreement") providing
for the
issuance of the Convertible
Promissory Note in the principal amount
of $60,000 (the "Note").


 


A
copy of
the Note is
attached hereto.
You should
familiarize yourself
with your
issuance and
delivery obligations,
as Transfer
Agent, contained
therein. The
shares to
be issued
are to
be registered in
the names of
the registered holder
of the securities submitted
for conversion or
exercise.


 


You
are hereby
irrevocably authorized
and instructed
to reserve
a sufficient
number of
shares of
common stock (“Common
Stock”) of
the Company (initially,
30,000,000 shares)
for issuance
upon full
conversion of the
Note in accordance with
the terms
thereof. The amount of Common
Stock so reserved
may be
increased, from time
to time,
by written instructions
of the Investor.


 


The
ability to
convert the Note
in a
timely manner
is a
material obligation
of the
Company pursuant
to the
Note. Your
firm is
hereby irrevocably
authorized and
instructed to
issue shares of
Common Stock of the
Company (without any restrictive
legend) to the Investor
without any further
action or confirmation by the
Company: (A) upon
your receipt from the Investor
of: (i) a notice
of conversion ("Conversion Notice")
executed by the Investor; and
(ii) an opinion of counsel of the
Investor, in
form, substance
and scope customary for
opinions of counsel in
comparable transactions (and satisfactory
to the
transfer agent),
to the
effect that the
shares of Common Stock of the
Company issued to
the Investor pursuant to
the Conversion Notice
are not "restricted securities"
as defined in
Rule 144 and should be
issued to the
Investor without
any restrictive legend; (B) the
number of shares to
be issued
is less
than 9.99%
of the
total issued common
stock of the Company.
If the
number of
shares issued to the
Investor is greater
than 4.99% of the
total issued common stock
of the company, the
transfer agent must
notify the Investor immediately; and (C) the
Company has reviewed the Conversion Notice to confirm its accuracy within one (1) business day of receipt.


 



    	 	9	 



     

    

 







The
Company hereby
requests that your
firm act immediately,
without delay and
without the
need for
any action or
confirmation by
the Company
with respect
to the
issuance of
Common Stock pursuant to
any Conversion Notices received
from the Investor.
The Company also requires that as long
as this convertible note is still
outstanding to the
Investor, that the
transfer agent must disclose the shares
authorized and outstanding to the
Investor as requested.


 


The
Company shall
indemnify you
and your
officers, directors,
principals, partners,
agents and
representatives, and
hold each
of them harmless
from and
against any and
all loss,
liability, damage, claim
or expense (including
the reasonable fees and
disbursements of
its attorneys) incurred by or asserted
against you
or any of them arising
out of
or in connection
with the instructions set
forth herein, the performance
of your duties hereunder
and otherwise in
respect hereof, including the
costs and expenses of defending yourself
or themselves against any
claim or liability hereunder, except
that the
Company shall
not be
liable hereunder
as to matters
in respect
of which
it is
determined that
you have
acted with gross
negligence or
in bad faith.
You shall
have no
liability to the Company in
respect to any action
taken or any
failure to
act in
respect of this
if such
action was taken
or omitted to be taken
in good
faith, and you
shall be entitled
to rely in this regard on the
advice of counsel.


 


The
Board of
Directors of
the Company
has approved the
foregoing (irrevocable
instructions) and
does hereby extend
the Company’s
irrevocable agreement
to indemnify your
firm for all
loss, liability
or expense in
carrying out the authority and direction herein contained on the terms herein
set forth.


 


Notwithstanding anything herein contained to the contrary, Island Stock
Transfer is not a party to the Agreement and is acting only in the capacity of an administrator. In addition, the Company must
be current in all amounts owed to Island Stock Transfer and in good standing with Island Stock Transfer, before the issuance of
any shares of the Common Stock hereunder. In the event of any dispute or ligation between the Company and the Investor as a result
of the failure to be current in all amounts owed to Island Stock Transfer and in good standing with Island Stock Transfer which
might cause a delay in the issuance of shares of the Common Stock hereunder, Island Stock Transfer shall not be included in any
litigation between the Company and the Investor nor have any liability to the Company or the Investor. Should the Company be unable
to pay any fee associated with an issuance to the Investor, the Investor may, at their own discretion, agree to pay such fee in
order for the issuance to be administered.


 


The Company agrees that in the event that the Island Stock Transfer resigns
as the Company’s transfer agent, the Company shall engage a suitable replacement transfer agent that will agree to serve
as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable Instructions within one (1) business
day.


 


The Investor is intended to be and are third party beneficiaries
hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.


 


Very truly yours,


 


RX SAFES, INC.


__________


 


Acknowledged and Agreed:


Island Stock Transfer


__________


 






    	 	10	 



     

    

 





CORPORATE RESOLUTION OF THE
BOARD OF DIRECTORS OF RX SAFES, INC.


 


We, the undersigned, do hereby certify that at a meeting
of the Board of Directors of RX SAFES, INC., a Nevada corporation (the “Corporation”), duly held on October 7, 2015,
at which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made,
seconded and carried, was duly adopted and is now in full force and effect:


 


WHEREAS,
the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Note dated October
7, 2015 (the “Agreement”), in connection with the issuance of a Convertible Promissory Note of the Corporation, in
the aggregate principal amount of $60,000 (the “Note”), convertible into shares of common stock, par value $0.0001
per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth
in such Note, along with an irrevocable letter agreement with Island Stock Transfer, the Corporation’s transfer agent, with
respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note; the issuance
of such shares of common stock in connection with a conversion of the Note; and the indemnification of Island Stock Transfer for
all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement (the
“Letter Agreement”);


 


NOW, THEREFORE, BE IT:


 


RESOLVED,
that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in
pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue
such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the
holder of the Note) without any further action or confirmation by the Corporation; and the Corporation indemnifies Island Stock
Transfer for all loss, liability, or expense in carrying out the authority and direction contained in the Letter Agreement:


 


RESOLVED,
that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take
such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper
to implement the provisions of the foregoing resolutions:


 


The undersigned, do hereby certify that we are members
of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified
at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws and the laws of
Nevada, as transcribed


by us from the minutes; and that the same have not in any way been modified,
repealed or rescinded and are in full force


and effect.


 






    	 	11	 



     

    

 


IN WITNESS WHEREOF, We have hereunto set our hands as
President/CEO and Members of the Board of Directors of the Corporation.


 


Dated: October 7, 2015


_________________


CEO


_________________


Member of the Board


 


 


 


12