Exhibit 4.1


 


THE
SECURITIES OFFERED HEREBY 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 PROVIDED BY SECTION 3(b) OF 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


 


FOR
VALUE RECEIVED, RX Safes, Inc. (the “Company”) promises to pay to the order of the 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, and after full cash payment for the shares convertible hereunder, 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 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 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, 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.


 


(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, 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 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.


 


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.


 






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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, or the Securities Purchase
Agreement under which this note was issued 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; 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 thirty (30) days after such appointment; or


 


(f)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; or


 


(g)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)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


 






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(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)If a majority of the
members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


(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 3 business days of the request of the Holder.


 


(m)The Company shall
not be “current” in its filings with the Securities and Exchange Commission; or


 


(n)The Company shall
lose the “bid” price for its stock in a market (including the OTCQB marketplace or other exchange).


 


Then, or at any time thereafter, unless cured
within 5 days, 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 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 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. In the event of a breach of Section 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. The penalty for a breach of Section 8(n) shall be
an increase of the outstanding principal amounts by 20%. In case 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%.


 


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.


 






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Make-Whole for
Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason 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)]


 


The Company must pay the Failure to Deliver
Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written
notice to the Company.


 


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.


 


12.The
Company shall issue irrevocable transfer agent instructions reserving 769,000 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions of this Note.
Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs
associated with issuing and delivering the shares. 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
	 	 	 
	 	/s/ Lorriane
    Yarde
	 	By:	Lorriane
    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: ____________________________________________________________


 


 


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