Exhibit 10.2


 


EQUITY
PURCHASE AGREEMENT


 


BY
AND BETWEEN


 


COVENTRY
ENTERPRISES, LLC


 


AND


 


RX
SAFES, INC.


 


Dated


 


February
 25, 2015


 






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THIS
EQUITY PURCHASE AGREEMENT entered into as of the _ _ _ day of February, 2015 (this “AGREEMENT”), by and between RX
Safes, Inc., a Nevada corporation (the “COMPANY”), and COVENTRY ENTERPRISES, LLC (the “INVESTOR”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor,
from time to time as provided herein, and Investor shall purchase up to Ten Million Dollars ($10,000,000) of the Company’s
Common Stock (as defined below); and


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I


CERTAIN
DEFINITIONS


 


Section
1.1DEFINED TERMS as used in this Agreement, the following terms shall have the following meanings specified or
indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined)


 


“AGREEMENT”
shall have the meaning specified in the preamble hereof.


 


“BY-LAWS” shall have the meaning specified in Section 4.7.


 


“CLAIM NOTICE” shall have the meaning specified in Section 9.3(a).


 


“CLEARING
DATE” shall be the date in which the Put Shares (as defined in Section 2.2(a)) have been deposited into the Investor’s
brokerage account and have been cleared for sale.


 


“CLOSING”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“CLOSING
CERTIFICATE” shall mean the closing certificate of the Company in the form of Exhibit
B hereto.


 


“COMMITMENT
PERIOD” shall mean the period commencing on the Effective Date, and ending on the earlier of (i) the date on which Investor
shall have purchased Put Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount, or
(ii) the date occurring thirty six (36) months from the date of commencement of the Commitment Period, Or March 15 2018 whichever
is sooner.


 


“COMMON
STOCK” shall mean the Company's common stock, with no par value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


 


“COMMON
STOCK EQUIVALENTS” shall mean any securities that are convertible into or exchangeable for Common Stock or any options or
other rights to subscribe for or purchase Common Stock or any such convertible or exchangeable securities.


 


“COMPANY”
shall have the meaning specified in the preamble to this Agreement.


 


“DAMAGES”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


“DISPUTE
PERIOD” shall have the meaning specified in Section 9.3(a).


 






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“DOLLAR
VOLUME” shall mean the product of (a) the Closing Price multiplied by (b) the trading volume on the Principal Market on
a Trading Day.


 


“DTC”
shall have the meaning specified in Section 2.3.


 


“DWAC” shall have the meaning specified in Section 2.3.


 


“EFFECTIVE
DATE” shall mean the date that the Registration Statement is declared effective by the SEC.


 


“EXCHANGE
ACT” shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.


 


“FAST”
shall have the meaning specified in Section 2.3.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“INDEMNIFIED PARTY” shall have the meaning specified
in Section 9.3(a).


 


“INDEMNIFYING PARTY” shall have the meaning specified in Section 9.3(a).


 


“INDEMNITY NOTICE”
shall have the meaning specified in Section 9.3(b).


 


“INVESTMENT
AMOUNT” shall mean the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified
by the Company to Investor in accordance with Section 2.2.


 


“INVESTOR”
shall have the meaning specified in the preamble to this Agreement.


 


“LEGEND” shall have the meaning specified in Section
8.1.


 


“MARKET
PRICE” shall mean the lowest closing bid price for the twenty (20) Trading Days immediately preceding the date of delivery
of the Put Notice, as reported by OTC Markets or other reputable third party trading platform.


 


“MATERIAL
ADVERSE EFFECT” shall mean any effect on the business, operations, properties, or financial condition of the Company that
is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially
interfere with the ability of the Company to enter into and perform its obligations under any of this Agreement.


 


“MAXIMUM
COMMITMENT AMOUNT” shall mean Ten Million Dollars ($10,000,000).


 


“PERSON”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“PRINCIPAL
MARKET” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), OTCQX, the OTC Bulletin Board, or other
principal exchange which is at the time the principal trading exchange or market for the Common Stock.


 






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“PURCHASE
PRICE” shall mean 82% of the Market Price on such date on which the Purchase Price is calculated in accordance with the
terms and conditions of this Agreement, and subject to the adjustments set forth in Section 2.4.


 


“PUT”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.


 


“PUT
DATE” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section
2.2(b).


 


“PUT
NOTICE” shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Investment
Amount with respect to which the Company intends to require Investor to purchase shares of Common Stock pursuant to the terms
of this Agreement.


 


“PUT
SHARES” shall mean all shares of Common Stock issued or issuable pursuant to a Put that has been exercised or may be exercised
in accordance with the terms and conditions of this Agreement.


 


“REGISTERED
SECURITIES” shall mean the (a) Put Shares, and (b) any securities issued or issuable with respect to any of the foregoing
by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise. As to any particular Registered Securities, once issued such securities shall cease to be
Registrable Securities when (i) a Registration Statement has been declared effective by the SEC and such Registrable Securities
have been disposed of pursuant to a Registration Statement, (ii) such Registrable Securities have been sold under circumstances
under which all of the applicable conditions of Rule 144 are met, (iii) such time as such Registrable Securities have been otherwise
transferred to holders who may trade such shares without restriction under the Securities Act or (iv) in the opinion of counsel
to the Company, which counsel shall be reasonably acceptable to Investor, such Registrable Securities may be sold without registration
under the Securities Act or the need for an exemption from any such registration requirements and without any time, volume or
manner limitations pursuant to Rule 144(b)(i) (or any similar provision then in effect) under the Securities Act.


 


“REGISTRATION
STATEMENT” shall mean the Company’s effective registration statement on file with the SEC, and any follow up registration
statement or amendment thereto.


 


“REGULATION
D” shall mean Regulation D promulgated under the Securities Act.


 


“RULE
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the Securities and Exchange Commission.


 


“SECURITIES
ACT” shall have the meaning specified in the recitals of this Agreement.


 


“SEC
DOCUMENTS” shall mean, as of a particular date, all reports and other documents filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the Company's then most recently completed and reported fiscal year as of
the time in question (provided that if the date in question is within ninety days of the beginning of the Company's fiscal year,
the term shall include all documents filed since the beginning of the preceding fiscal year).


 


“SHORT
SALES” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“SUBSCRIPTION
DATE” shall mean the date on which this Agreement is executed and delivered by the Company and Investor.


 






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“THIRD
PARTY CLAIM” shall have the meaning specified in Section 9.3(a).


 


“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business. Agreement.


 


“TRANSACTION DOCUMENTS”
shall mean this Agreement and the Registration Rights.


 


“TRANSFER
AGENT” shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common
Stock upon the Company's appointment of any such substitute or replacement transfer agent).


 


“UNDERWRITER”
shall mean any underwriter participating in any disposition of the Registered Securities on behalf of Investor pursuant to the
Registration Statement.


 


“VALUATION
EVENT” shall mean an event in which the Company at any time during the Valuation Period takes any of the following actions:


 


(a)subdivides
or combines the Common Stock;


 


(b)pays
a dividend in shares of Common Stock or makes any other distribution of shares of Common Stock, except for dividends paid with
respect to any series of preferred stock authorized by the Company, whether existing now or in the future;


 


(c)issues
any options or other rights to subscribe for or purchase shares of Common Stock other than pursuant to this Agreement, and other
than options or stock grants issued or issuable to directors, officers and employees pursuant to a stock option program, whereby
the price per share for which shares of Common Stock may at any time thereafter be issuable pursuant to such options or other
rights shall be less than the Closing Price in effect immediately prior to such issuance;


 


(d)issues
any securities convertible into or exchangeable for shares of Common Stock and the consideration per share for which shares of
Common Stock may at any time thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall
be less than the Closing Price in effect immediately prior to such issuance;


 


(e)issues
shares of Common Stock otherwise than as provided in the foregoing subsections (a) through (d), at a price per share less, or
for other consideration lower, than the Closing Price in effect immediately prior to such issuance, or without consideration;
or


 


(f)makes
a distribution of its assets or evidences of indebtedness to the holders of Common Stock as a dividend in liquidation or by way
of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable
law or any distribution to such holders made in respect of the sale of all or substantially all of the Company's assets (other
than under the circumstances provided for in the foregoing subsections (a) through (e).


 


if
a Valuation Event occurs during any Valuation Period, a new Valuation Period shall begin on the Trading Day
immediately after the occurrence of such Valuation Event and end on the tenth (10th) Trading Day thereafter.


 






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ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1INVESTMENTS.


 


(a)PUTS.
Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), on any
Put Date the Company may exercise a Put by the delivery of a Put Notice. The number of Put Shares that Investor shall
purchase pursuant to such Put shall be determined by dividing the Investment Amount specified in the Put Notice by the
Purchase Price with respect to such Put Notice.


 


Section
2.2MECHANICS.


 


(a)PUT
NOTICE. At any time and from time to time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject
to the conditions set forth in Section 7.2; provided, however, that the Investment Amount identified in the applicable Put Notice,
when taken together with all prior Put Notices, shall not exceed the Maximum Commitment Amount.


 


(b)DATE
OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise
by Investor if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day
if it is received by facsimile or otherwise after 12:00 noon New York time on a Trading Day or at any time on a day which is not
a Trading Day. The Company shall have the right to deliver one Put Notices every 20 Trading Days.


 


Section
2.3CLOSINGS. The Closing of a Put shall occur upon the second Trading Day following the delivery of the Put
Notice, whereby Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately
available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common
Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating
in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon
request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially
reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the
applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent
Commission (“DWAC”) system, and provide proof satisfactory to the Investor of such delivery. In addition, on or
prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and
writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement
and effect the transactions contemplated herein.


 


Section
2.3ADJUSTMENTS. The Market Price shall be adjusted to a lower Market Price in the event that the Company issues
securities at a lower price than what the Market Price would have been or if it issues convertible securities with a better
discount (including an OID) than what the Market Price would have been as measured from the time of delivery of a Put Notice
to the time of delivery of a subsequent put notice.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


Investor
represents and warrants to the Company that:


 


Section
3.1INTENT. Investor is entering into this Agreement for its own account and Investor has no present arrangement
(whether or not legally binding) at any time to sell the Registered Securities to or through any person or entity; provided,
however, that Investor reserves the right to dispose of the Registered Securities at any time in accordance with federal and
state securities laws applicable to such disposition.


 






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Section
3.2NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The
Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of
its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section
3.3SOPHISTICATED INVESTOR. Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation
D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and
financial matters that it is capable of evaluating the merits and risks of an investment in the Registered Securities.
Investor acknowledges that an investment in the Registered Securities is speculative and involves a high degree of risk.


 


Section
3.4AUTHORITY. (a) Investor has the requisite power and authority to enter into and perform its obligations under
this Agreement and the transactions contemplated hereby in accordance with its terms; (b) the execution and delivery of this
Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all
necessary action and no further consent or authorization of Investor or its partners is required; and (c) this Agreement has
been duly authorized and validly executed and delivered by Investor and constitutes a valid and binding obligation of
Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws
relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of
general application.


 


Section
3.5NOT AN AFFILIATE. Investor is not an officer, director or “affiliate” (as that term is defined in
Rule 405 of the Securities Act) of the Company.


 


Section
3.6ORGANIZATION AND STANDING. Investor is a limited company duly organized, validly existing and in good standing
under the laws of the State of New York and has all requisite power and authority to own, lease and operate its properties
and to carry on its business as now being conducted. Investor is duly qualified and in good standing in every jurisdiction in
which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in
which the failure so to qualify would not have a material adverse effect on Investor.


 


Section
3.7ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and any other document or instrument
contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, and compliance with the
requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on Investor, (b) violate any provision of any indenture, instrument or agreement to which Investor is a party
or is subject, or by which Investor or any of its assets is bound, or conflict with or constitute a material default
thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or
agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party, or (d) require the approval of
any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal
obligation to which Investor is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8DISCLOSURE; ACCESS TO INFORMATION. Investor had an opportunity to review copies of the SEC Documents filed on
behalf of the Company and has had access to all publicly available information with respect to the Company.


 


Section
3.9MANNER OF SALE. At no time was Investor presented with or solicited by or through any leaflet, public
promotional meeting, television advertisement or any other form of general solicitation or advertising.


 






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ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to Investor that, except as disclosed in the SEC Documents:


 


Section
4.1ORGANIZATION OF THE COMPANY. The Company is a corporation duly organized and validly existing and in good
standing under the laws of the State of Nevada and has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it
makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse
Effect.


 


Section
4.2AUTHORITY. (a) The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to issue the Put Shares; (b) the execution and delivery of this Agreement by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary
corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is
required; and (c) each of this Agreement and has been duly executed and delivered by the Company and constitutes a valid and
binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of,
creditors' rights and remedies or by other equitable principles of general application.


 


Section
4.3CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of____________
shares of Common Stock, without par value per share, of which__________shares were issued and outstanding on or about
February __, 2015, and_________shares of preferred stock authorized, of which ________shares were issued or
outstanding on or about February __, 2015.


 


Except
as otherwise disclosed in the SEC Documents or on Schedule 4.3, there are no outstanding securities which are
convertible into shares of Common Stock, whether such conversion is currently exercisable or exercisable only upon some
future date or the occurrence of some event in the future.


 


All
of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and
non-assessable.


 


Section
4.4COMMON STOCK. The Company is in full compliance with all reporting requirements of the Exchange Act, and the
Company has maintained all requirements for the continued listing or quotation of the Common Stock, and such Common Stock is
currently listed or quoted on the Principal Market which is presently the OTCQX.


 


Section
4.5SEC DOCUMENTS. The Company may make available to Investor true and complete copies of the SEC Documents
(including, without limitation, proxy information and solicitation materials). To the Company’s knowledge, the Company
has not provided to Investor any information that, according to applicable law, rule or regulation, should have been
disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and other federal laws,
rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the SEC Documents comply as to form and substance in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on
a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the
notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be
condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the
dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).


 


Section
4.6VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares shall be duly and validly issued,
fully paid, and non-assessable. The sales of the Put Shares pursuant to this Agreement, and the Company's performance of its
obligations hereunder, shall not (a) result in the creation or imposition of any liens, charges, claims or other encumbrances
upon the Put Shares, or any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to
preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares
shall not subject Investor to personal liability, in excess of the subscription price by reason of the ownership thereof.


 






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Section
4.7NO CONFLICTS. The execution, delivery and performance of this Agreement by the Company and the consummation by
the Company of the transactions contemplated hereby, including without limitation the issuance of the Put Shares, do not and
will not (a) result in a violation of the Company’s Articles of Incorporation or By-Laws or (b) conflict with, or
constitute a material default (or an event that with notice or lapse of time or both would become a material default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture,
instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company is
a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of
the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise
in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted
in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either
singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal,
state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this
Agreement or issue and sell the Common Stock in accordance with the terms hereof (other than any SEC, FINRA or state
securities filings that may be required to be made by the Company subsequent to any Closing, any registration statement that
may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is
assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.


 


Section
4.8NO MATERIAL ADVERSE CHANGE. Since December 31, 2014 no event has occurred that would have a Material Adverse
Effect on the Company.


 


Section
4.9LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the Company’s SEC filings, there are no lawsuits
or proceedings pending or to the knowledge of the Company threatened, against the Company, nor has the Company received any
written or oral notice of any such action, suit, proceeding or investigation, which would have a Material Adverse Effect. No
judgment, order, writ, injunction or decree or award has been issued by or, so far as is known by the Company, requested of
any court, arbitrator or governmental agency which would have a Material Adverse Effect.


 


Section
4.10 DILUTION. The number of shares of Common Stock issuable as Put Shares may increase substantially in certain circumstances,
including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the
period between the Effective Date and the end of the Commitment Period. The Company’s executive officers and directors have
studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential
dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such issuance is
in the best interests of the Company. The Company specifically acknowledges that, subject to Section 2.2(c), its obligation to
issue the Put Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.


 


ARTICLE
V


COVENANTS
OF INVESTOR


 


Section
5.1COMPLIANCE WITH LAW; TRADING IN SECURITIES. Investor's trading activities with respect to shares of the Common
Stock will be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and
regulations of FINRA and the Principal Market on which the Common Stock is listed or quoted.


 






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Section 5.2SHORT SALES AND CONFIDENTIALITY.
Neither Investor nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it will execute
any Short Sales during the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in
accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably
expected to be purchased under a Put Notice shall not be deemed a Short Sale.


 


Other than to
other Persons party to this Agreement, Investor has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction).


 


ARTICLE
VI


COVENANTS OF THE COMPANY


 


Section 6.1RESERVATION OF COMMON STOCK. The
Company will, from time to time as needed in advance of a Closing Date, reserve and keep available until the consummation of
such Closing, free of preemptive rights sufficient shares of Common Stock for the purpose of enabling the Company to satisfy
its obligation to issue the Put Shares to be issued in connection therewith. The number of shares so reserved from time to
time, as theretofore increased or reduced as hereinafter provided, may be reduced by the number of shares actually delivered
hereunder.


 


Section 6.2LISTING OF COMMON STOCK. If the
Company applies to have the Common Stock traded on any other Principal Market, it shall include in such application the Put
Shares, and shall take such other action as is necessary or desirable in the reasonable opinion of Investor to cause the
Common Stock to be listed on such other Principal Market as promptly as possible. The Company shall use its commercially
reasonable efforts to continue the listing and trading of the Common Stock on the Principal Market (including, without
limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company's reporting, filing
and other obligations under the bylaws or rules of the FINRA and the Principal Market.


 


Section 6.3CERTAIN AGREEMENTS. From the date of
this Agreement to the earlier to occur of (a) the expiration of the Commitment Period or (b) the date in which the Company
has put to the Investor at least $5,000,000 worth of Put Shares, the Company covenants and agrees that it will not, without
the prior written consent of the Investor, enter into any other equity line of credit agreement with a third party during the
Commitment Period having terms and conditions substantially comparable to this Agreement. For the avoidance of doubt, nothing
contained in the Transaction Documents shall restrict, or require the Investor's consent for, any agreement providing for the
issuance or distribution of (or the issuance or distribution of) any equity securities pursuant to any agreement or
arrangement that is not commonly understood to be an “equity line of credit.”


 


ARTICLE
VII


CONDITIONS
TO DELIVERY OF


PUT NOTICES
AND CONDITIONS TO CLOSING


 


Section 7.1CONDITIONS PRECEDENT TO THE
OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK. The obligation hereunder of the Company to issue and sell the Put
Shares to Investor is subject to the satisfaction of each of the conditions set forth below.


 


(a)ACCURACY
OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all
material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such
time.


 


(b)PERFORMANCE BY
INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.


 


(c)PRINCIPAL MARKET
REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any Put Shares,
if the issuance of such shares would exceed the aggregate number of shares of Common Stock which the Company may issue
without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “EXCHANGE
CAP”).


 











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Section
7.2CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER A PUT NOTICE AND THE OBLIGATION OF INVESTOR TO PURCHASE
PUT SHARES. The right of the Company to deliver a Put Notice and the obligation of Investor hereunder to acquire and pay for the
Put Shares is subject to the satisfaction of each of the following conditions:


 


(a)EFFECTIVE
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for the sale
by Investor of the Registered Securities subject to such Put Notice, and (i) neither the Company nor Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or
has threatened to do so and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement
or related prospectus shall exist.


 


(b)ACCURACY
OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct in
all material respects (except for representations and warranties specifically made as of a particular date), except for any conditions
which have temporarily caused any representations or warranties herein to be incorrect and which have been corrected with no continuing
impairment to the Company or Investor.


 


(c)PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely
affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the
effect of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement.


 


(e)ADVERSE
CHANGES. Since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have
a Material Adverse Effect has occurred.


 


(f)NO
SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC,
the Principal Market or the FINRA and the Common Stock shall have been approved for listing or quotation on and shall not have
been delisted from the Principal Market.


 


(g)
The Company may not issue a put notice for more than a total of 25% of the total dollar/volume of the previous 20 trading days.
(i.e. If the Stock trades at $1 and trades 100,000 shares per day, equaling $2,000,000 total dollar/volume in 20 days , then the
Company on the 21st day can drawdown a maximum of $500,000).


 


(h)FIVE
PERCENT LIMITATION. On each Closing Date, the number of Put Shares then to be purchased by Investor shall not exceed the number
of such shares that, when aggregated with all other shares of Common Stock then owned by Investor beneficially or deemed beneficially
owned by Investor, would result in Investor owning more than 4.99% of all of such Common Stock as would be outstanding on such
Closing Date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For
purposes of this Section, in the event that the amount of Common Stock outstanding as determined in accordance with Section 16
of the Exchange Act and the regulations promulgated thereunder is greater on a Closing Date than on the date upon which the Put
Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for
purposes of determining whether Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would
own more than 4.99% of the Common Stock following such Closing Date.


 


(i)Principal
Market Regulation. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any Put
Shares, if the issuance of such shares would exceed the Exchange Cap.


 






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(j)NO
KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing such Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading
Days following the Trading Day on which such Put Notice is deemed delivered).


 


(k)NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of shares of Common Stock with respect to the applicable Closing,
if any, shall not violate the shareholder approval requirements of the Principal Market.


 


(l)NO
VALUATION EVENT. No Valuation Event shall have occurred since the Put Date.


 


(m)OTHER.
On the date of delivery of each Put Notice, Investor shall have received a certificate in substantially the form and substance
of Exhibit B hereto, executed by an executive officer of the Company and to the effect that all the conditions to such Closing
shall have been satisfied as at the date of each such certificate.


 


ARTICLE
VIII

LEGENDS


 


Section
8.1NO STOCK LEGEND OR STOCK TRANSFER RESTRICTIONS. No legend shall be placed on the share certificates
representing the Put Shares.


 


Section
8.2INVESTOR'S COMPLIANCE. Nothing in this Article VIII shall affect in any way Investor's obligations under any
agreement to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX


NOTICES;
INDEMNIFICATION


 


Section
9.1NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid,
or (d) transmitted by hand delivery, telegram, facsimile, or email as a PDF, addressed as set forth below or to such other address
as such party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, or email as a PDF, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or
(ii) on the second business day following the date of mailing by express courier service or on the fifth business day after deposited
in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur.


 


The
addresses for such communications shall be:


 


If to the Company:


 


RX
Safes, Inc.


170
Green Valley Parkway Suite #300 

Henderson, NV 89102


Attn:
Lorraine Yarde, CEO


 






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If
to Investor:


 


Coventry
Enterprises, LLC

 80 SW 8th Street Suite 22000


Miami, FL 33130.


Attn:
Jack Bodenstein


jackbodenstein@gmail.com

fax:248-569-9176


 


Either
party hereto may from time to time change its address or facsimile number for notices under this Section 9.1 by giving at least
ten (10) days' prior written notice of such changed address or facsimile number to the other party hereto.


 


Section
9.2INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who
controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an
“Indemnified Party”) from and against any Damages, joint or several, and any action in respect thereof to which
the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of
warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Indemnifying Party contained in
this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue
statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light
of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the
Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages
result primarily from Indemnified Party's failure to perform any covenant or agreement contained in this Agreement or
Indemnified Party's negligence, recklessness or bad faith in performing its obligations under this Agreement; provided,
however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but
only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged
omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the
Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment
thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 


Section
9.3METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party (as defined
below) under Section 9.2 shall be asserted and resolved as follows:


 


(a)In
the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted
against or sought to be collected from such Indemnified Party by a person other than a party hereto or an affiliate thereof
(a “THIRD PARTY CLAIM”), the Indemnified Party shall deliver a written notification, enclosing a copy of all
papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's
claim for indemnification that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together
with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party
Claim (a “CLAIM NOTICE”) with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to
provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim,
the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to
the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The
Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar
days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the
“DISPUTE PERIOD”) whether the Indemnifying Party disputes its liability or the amount of its liability to
the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend
the Indemnified Party against such Third Party Claim.


 






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(i)If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party
shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense
of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and
diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the
Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any
relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the
Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying Party shall have full control
of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified
Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of
the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other
action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided
further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the
Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the
Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of
any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the
preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation.
Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party
Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party
Claim.


 


(ii)If
the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to
prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice
whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense
of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the
Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with
the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full
control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested
by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the
Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has
notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of
its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in
favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to
bear the costs and expenses of the Indemnified Party's defense pursuant to this clause (ii) or of the Indemnifying Party's
participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in
full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The
Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party
pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such
participation.


 






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(iii)If
the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the
Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be
conclusively deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the
amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the
amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good
faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30)
days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems
appropriate.


 


(b)In
the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a
Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2
specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the
estimated amount, determined in good faith, of such claim (an “INDEMNITY NOTICE”) with reasonable promptness to
the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's
rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably
prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount
of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether
the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amount of
Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 9.2
and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party
has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the
Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the
dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute
such legal action as it deems appropriate.


 


(c)The
Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any
such Claim.


 


(d)The
indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of New York without regard to the principles of conflicts of law. Each of the Company and Investor hereby submit to the exclusive
jurisdiction of the United States Federal and state courts located in New York with respect to any dispute arising under this
Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.


 


Section
10.2 JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction
Documents.


 


Section
10.3 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and Investor and their respective
successors. Neither this Agreement nor any rights of Investor or the Company hereunder may be assigned by either party to any
other person.


 


Section
10.4 THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


Section
10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor. Additionally, this
Agreement shall terminate at the end of Commitment Period or as otherwise provided herein; provided, however, that the
provisions of Articles IX, and Sections 10.1 and 10.2 shall survive the termination of this Agreement for a period of
twenty four (24) months.


 






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Section
10.6 ENTIRE AGREEMENT, AMENDMENT; NO WAIVER. This Agreement and the instruments referenced herein contain the entire understanding
of the Company and Investor with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to
be charged with enforcement.


 


Section
10.7 FEES AND EXPENSES. The Company agrees to pay its own expenses in connection with the preparation of this Agreement and performance
of its obligations hereunder. The Company shall pay all stamp or other similar taxes and duties levied in connection with issuance
of the Put Shares pursuant hereto.The Company will pay all costs associated with the issuance and rush transfer of shares etc
to the Investor for each put. The first five thousand dollars of each put for the first six puts shall go to the Investor legal
fees for the transaction.


 


Section
10.8 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of
the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the
other parties hereto by facsimile transmission or email of a copy of this Agreement bearing the signature of the parties so delivering
this Agreement.


 


Section
10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided
that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section
10.10 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


Section
10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


Section
10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to Investor. The Company therefore agrees
that Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving
actual damages.


 


Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not
to be considered in construing or interpreting this Agreement.


 


Section
10.14 REPORTING ENTITY FOR THE COMMON STOCK. The reporting entity relied upon for the determination of the Closing Price for the
Common Stock on any given Trading Day for the purposes of this Agreement shall be OTC Market. or any successor thereto. The written
mutual consent of Investor and the Company shall be required to employ any other reporting entity.


 






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Section
10.15 PUBLICITY. The Company and Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or
otherwise make any such public statement without the prior written consent of the other parties, which consent shall not be
unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in
which such case the disclosing party shall provide the other parties with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of Investor without the prior written consent
of such Investor, except to the extent required by law. Investor acknowledges that this Agreement and all or part of the
Transaction Documents may be deemed to be “material contracts” as that term is defined by Item 601(b)(10)
of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or
registration statements filed under the Securities Act or the Exchange Act. Investor further agrees that the status of such
documents and materials as material contracts shall be determined solely by the Company, in consultation with its
counsel.


 






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[SIGNATURE PAGE]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Equity Purchase Agreement to be executed by the undersigned, thereunto
duly authorized, as of the date first set forth above.


 





	 	RX
    SAFES, INC
	 	 
	 	By:	/s/
    Lorraine Yarde
	 	 	Name:
    Lorraine Yarde
	 	 	Title:
      CEO
	 	 	 
	 	COVENTRY
    ENTERPRISES, LLC
	 	 	 
	 	By:	/s/ Jack
    Bodenstein
	 	 	Name:
    Jack Bodenstein
	 	 	Title:
      Manager




 






    	18



    	 



    

 


EXHIBITS


 


	EXHIBIT A	Put Notice




 


	EXHIBIT B	Closing Certificate




 






    	19



    	 



    

 


EXHIBIT
A


 


FORM
OF PUT NOTICE


 


TO:
Coventry Enterprises, LLC


 


We
refer to the Equity Purchase Agreement dated_______________(the “Agreement”) entered into by RX Safes, Inc.
(the “Company”) and you. Capitalized terms defined in the Agreement shall, unless otherwise defined, have the
same meaning when used herein.


 


We
hereby:


 


	 	1.	Give
    you notice that we require you to purchase $_________________(the “Investment Amount”) in Put
    Shares;




 


		2.	Certify
                                         that, as of the date hereof, to the best of our knowledge, the conditions set forth in
                                         Section 7.2 of the Agreement are satisfied.



 


Date:____________,
20__


 





	 	RX SAFES, INC.
	 	 
	 	 
	 	Name: Lorraine Yarde
	 	Title: Chief Executive Officer




 






    	20



    	 



    

 


EXHIBIT
B


 

FORM OF


 

CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER


 

OF


 

RX SAFES, INC.


 


Pursuant
to Section 7.2(m) of that certain Equity Purchase Agreement dated February ___, 2015 (the “Agreement”) by and between
the Company and Coventry Enterprises, LLC (the “Investor”), the undersigned, in his capacity as the Chief Executive
Officer of RX Safes, Inc. (the “Company”), and not in his individual capacity, hereby certifies, as of the
date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.The
representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction
Date as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a
particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including
the Condition Satisfaction Date, except for any conditions which have temporarily caused any representations or warranties of
the Company set forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the
Company or Investor; and


 


2.All
of the Company’s conditions to Closing set forth in Section 7.2 of the Agreement have been satisfied as of the Condition
Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the_____________day of ___________, 20   .








  


	 	By:	 
	 	Lorraine
    Yarde, Chief Executive Officer




 


 


21