Exhibit
4.2


 


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)


 


US
$50,000.00             


 


RX
SAFES, INC.

8% CONVERTIBLE REDEEMABLE NOTE

DUE FEBRUARY 25, 2016

BACK END NOTE


 


FOR
VALUE RECEIVED, RX Safes, Inc. (the “Company”) promises to pay to the order of COVENTRY ENTERPRISES, LLC and its authorized
successors and permitted assigns ("Holder"), the aggregate principal face amount of Fifty Thousand dollars exactly
(U.S. $50,000.00) on February 25, 2016 ("Maturity Date") and to pay interest on the principal amount outstanding
hereunder at the rate of 8% per annum commencing on February 25, 2015. The interest will be paid to the Holder in whose name this
Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest
on, this Note are payable at 80 S.W. 8th Street, Suite 2000, Miami, FL 33130, initially, and if changed, last appearing
on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest
payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be
deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing
on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal
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. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.


 


This
Note is subject to the following additional provisions:


  


1.This
Note is exchangeable for an equal aggregate principal amount of Notes 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, except that
Holder shall pay any tax or other governmental charges payable in connection therewith.


 






    	 



    	 



    

 


2.The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and
applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. 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 records as the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing
to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a),
and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being
converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including
receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


 


4.(a)The
Holder of this Note is entitled, at its option, after the expiration of the requisite Rule 144 holding period and after full cash
payment for the promissory note issued by the Holder to the Company simultaneously with the issuance by the Company of this Note
(the “Holder Issued Note”)) , to convert all or any amount of the principal face amount of this Note then outstanding
into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a
price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest closing bid price
of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are
traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty
prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice
of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or
Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within
3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the
shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder
has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing
such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank.
Accrued but unpaid interest shall be subject to conversion. No fractional shares 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. In the event the Company
experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that
“Chill” is in effect. In the event the Company is not “Current” in its SEC filings at the time this
note is cash funded, the discount shall be decreased to 40%. In no event shall the Holder be allowed to effect a conversion if
such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would
exceed 9.9% of the outstanding shares of the Common Stock of the Company. The interest rate, conversion discount and lookback
period will be adjusted for the benefit of the Holder if the Company offers a more favorable interest rate (including and OID)
conversion discount or lookback period to another party while this note is in effect.


 






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(b)Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company
in Common Stock ("Interest Shares"). The Holder may, at any time, send in a Notice of Conversion to the Company for
Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall
be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such
notice. Notwithstanding the foregoing, in the event of a prepayment on this Note, interest shall be paid in cash


 


(c)During
the first 120 days after the Note has been issued (and after it has been cash funded), it may be prepaid at 125% of the face
amount plus any accrued interest This Note may not be prepaid after the 120th day without the Note holders
consent. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or
the redemption will be invalid and the Company may not redeem this Note. Notwithstanding the foregoing, if the $50,000 Rule
144 convertible redeemable note issued by the Company on February 25, 2015 is redeemed by the Company within 120 days of the
issuance date of such Note, all obligations of the Company under this Note and all obligations of the Holder under the Holder
Issued Note will each be automatically be deemed satisfied and this Note and the Holder Issued Note will be automatically be
deemed cancelled and of no further force or effect.


 


(d)Upon
(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of
related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of
the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the
Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is
effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being
referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note
in cash for 135% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election
of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but
unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


(e)In
case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with
which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of
this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number
of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital
reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have
been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such
Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or
successor person or entity acting in good faith.


 






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5.No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.Intentionally
Deleted.


 


7.The
Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.


 


8.If
one or more of the following described "Events of Default" shall occur:


 


(a)The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note shall
be false or misleading in any respect; or


 


(c)The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder and not cure such breach within 10 days; or


 


(d)The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its dissolution; (4) 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; (5) file a petition for bankruptcy
relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under
federal or state laws as applicable; or


 


(e)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


 


(f) Any
governmental agency or any court of competent jurisdiction at the in-stance of any governmental
agency shall assume custody or control of the whole or any substantial portion of the
properties or assets of the Company; or



 






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(g)Unless
previously disclosed in the Company’s filings with the Securities and Exchange Commission, one or more money judgments,
writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) 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 fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder;
or


 


(h)The
Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered
and failed to cure such default within the appropriate grace period; or


 


(i)The
Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on
an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


(j)Intentionally
Deleted;


 


(k)The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion; or


 


(l)The
Company shall not replenish the reserve set forth in Section 12, within 5 business days of the request of the Holder ; or


 


(m)The
Company’s Common Stock has a closing bid price of less than $0.05 per share for at least 5 consecutive trading days; or


 


(n)The
aggregate dollar trading volume of the Company’s Common Stock is less than thirty thousand dollars ($30,000.00) in any 5
consecutive trading days; or


 


(o)The
Company shall cease to be “current” in its filings with the Securities and Exchange Commission; or


 


(p)The
Company shall lose the “bid” price for its stock and a market (including the OTCBB marketplace or other exchange)


 


Then,
or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable defaults, the sole remedy of
which is to allow the Holder to cancel both this Note and the Holder issued collateralized note), and in each and every such
case (except for 8(m) and 8(n)), 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 this Note immediately due and payable, without presentment, demand, protest or
(further) notice of any kind (other than notice of acceleration), 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, and without
expiration of any period of grace, 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, interest shall be accrue at a default interest rate of 24% per
annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
Further, if the Note becomes due and payable, the Holder may use the outstanding principal and interest due under the Note to
offset any payment obligations it may have to the Company. In the event of a breach of 8(k) the penalty shall be $250 per day
the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This
penalty shall increase to $500 per day beginning on the 10th day. Once cash funded, the penalty for a breach of
Section 8(p) shall be an increase of the outstanding principal amounts by 20%. Once cash funded, in the event of a breach of
Section 8(i), the outstanding principal due under this Note shall increase by 50%. If this Note is not paid at maturity, the
outstanding principal due under this Note shall increase by 10%.


 






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If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging
an attorney, then, if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason, except in circumstances beyond
the control of the Company due to an act of god, to deliver to the Holder the conversion shares by the by the 3rd business day
following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any
time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure
to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]


 


9.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.


 


10.Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.


 


11.The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9)
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 






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12.Prior
to cash funding of this Note, the Company will issue irrevocable transfer agent instructions reserving 3x the number of shares
of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section
4(a). The Company shall bear all costs (except the fees for legal opinions) for the issuing and delivery of the shares. Once cash
funded, the company should at all times reserve a minimum of three times the amount of shares required if the note would be fully
converted. The Holder may reasonably request increases from time to time to reserve such amounts.


 


13.The
Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.


 


14.This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder
and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the
State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart
to this Agreement shall be effective as an original.








 






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


 


	Dated:	2/25/15	 	 	 



 


	 	RX
    SAFES, INC.
	 	 
	 	By:	/s/ Lorraine Yarde




	 	Title:	CEO


 






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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


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


 


The
undersigned hereby irrevocably elects to convert $________of the above Note
into___________ Shares of Common Stock of RX Safes, Inc. (“Shares”) according to the
conditions set forth in such Note, as of the 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 and other taxes
and charges payable with respect thereto.


 


Date of
Conversion: ___________________________________________________________


Applicable
Conversion Price: ____________________________________________________


Signature: __________________________________________________________________


[Print Name
of Holder and Title of Signer]


 


Address:                                                                                                                                                                


                                                                                                                                                               


 


SSN or EIN: _______________________________


Shares are
to be registered in the following name: _________________________________________________


 


Name:                                                                                                                                                                     


Address:
                                                                                                                                                              


Tel:                                                                  


Fax:                                                                    


SSN or EIN:                                                    


 


Shares are
to be sent or delivered to the following account:


 


Account
Name:                                                                                                                                                   


Address:
                                                                                                                                                             





 


 


9