EXHIBIT 4.1



 


THIS
NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


SURNA
INC.


 


CONVERTIBLE
PROMISSORY NOTE


 


	$_________
    	_____
__, 2014
	 	Boulder,
    Colorado


 


FOR
VALUE RECEIVED, Surna, Inc., a Nevada corporation (the “Company”) promises to pay to ________________________________
(the “Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of
_______________________ Dollars ($__,000.00), or such lesser amount as shall equal the outstanding principal amount hereof, together
with interest from the date of this Note on the unpaid principal balance at a rate equal to ten percent (10%) per annum, computed
on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid
and accrued interest and other amounts payable hereunder, if not converted pursuant to Section 6 herein, shall be due and payable
on the earlier of (i) ________, 2016 (the “Maturity Date”), or (ii) when, upon or after the occurrence of an Event
of Default (as defined below), such amounts are declared due and payable by Investor or made automatically due and payable in
accordance with the terms hereof. If the Note is held through the Maturity Date and not converted, the Investor shall be paid
an amount equal to the amount of the Note plus an additional amount equal to fifty percent (50%) of the Note (in lieu of the accrued
annual interest). This Note is one of the “Notes” issued pursuant to the Private Placement and Subscription Agreement
(as amended, modified or supplemented, the “Agreement”) between the Company and the Investors (as defined in the Agreement).


 


The
following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by
the acceptance of this Note, agrees:


 


1.
Definitions. As used in this Note, the following capitalized terms have the following meanings:


 


(a)
the “Company” includes the corporation initially executing this Note and any Person which shall succeed to
or assume the obligations of the Company under this Note.


 


(b)
“Event of Default” has the meaning given in Section 4 hereof.


 


(c)
“Investor” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall
at the time be the registered holder of this Note.


 


(d)
“Majority in Interest” shall mean, more than 65% of the aggregate outstanding principal amount of the Notes
issued pursuant to the Agreement.


 


(e)
“Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations, prospects
or financial or other condition of the Company; (b) the ability of the Company to pay or perform the Obligations in accordance
with the terms of this Note and the other Transaction Documents and to avoid an Event of Default, or an event which, with the
giving of notice or the passage of time or both, would constitute an Event of Default, under any Transaction Document; or (c)
the rights and remedies of Investor under this Note, the other Transaction Documents or any related document, instrument or agreement
through no fault of the Company.


 


(f)
“Agreement” has the meaning given in the introductory paragraph hereof.


 


(g)
“Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising,
owed by the Company to Investor of every kind and description (whether or not evidenced by any note or instrument and whether
or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note, the Agreement
and the other Transaction Documents, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’
fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute
or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United
States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or
not allowed or allowable as a claim in any such proceeding.


 




    	 



    	 



    


 


(h)
“Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a
joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental
authority.


 


(i)
“Securities Act” shall mean the Securities Act of 1933, as amended.


 


(j)
“Transaction Documents” shall mean this Note, each of the other Notes issued under the Agreement and the Agreement.


 


2.
Interest. Accrued interest on this Note shall be payable at maturity.


 


3.
Prepayment. Upon the prior written consent of Investor, the Company may prepay this Note in whole or in part; provided
that: (i) any prepayment of this Note may only be made in connection with the prepayment of all Notes issued under the Agreement
on a pro rata basis, based on the respective aggregate outstanding principal amounts of each such Note, and (ii) any such prepayment
will be applied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the
amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note.


 


4.
Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this
Note and the other Transaction Documents:


 


(a)
Failure to Pay. The Company shall fail to pay (i) when due any principal or interest payment on the due date hereunder
or (ii) any other payment required under the terms of this Note or any other Transaction Document on the date due and such payment
shall not have been made within five days of the Company’s receipt of Investor’s written notice to the Company of
such failure to pay; or


 


(b)
Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver,
trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing
its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its
creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable
statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect
to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such
relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding
commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or


 


(c)
Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or
custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings
seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency
or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not
be dismissed or discharged within 30 days of commencement; or


 


(d)
Material Adverse Effect. One or more conditions exist or events have occurred which could reasonably indicate, or reasonably
result in, a Material Adverse Effect.


 




    	 



    	 



    


 


5.
Rights of Investor upon Default. Upon the occurrence or existence of any Event of Default and at any time thereafter during
the continuance of such Event of Default, Investor may, with the consent of a Majority in Interest of the holders of the Notes
issued under the Agreement, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder
to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence
or existence of any Event of Default described in Sections 4(b) and 4(c), immediately and without notice, all outstanding Obligations
payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction
Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event
of Default, Investor may exercise any other right, power or remedy granted to it by the Transaction Documents or otherwise permitted
to it by law, either by suit in equity or by action at law, or both.


 


6.
Conversion.


 


(a)
Conversion. This Note shall be convertible at the option of the Investor into that number of shares of the Company’s
Common Stock as is determined by dividing such principal amount and accrued interest by the lesser of (i) $1.00 per share or (ii)
eighty percent (80%) of the prior thirty day weighted average market price for the Company’s common stock (both (i) and
(ii) adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations). Before Investor shall be
entitled to convert this Note into shares of Common Stock under this Section 6(a), the Investor shall execute and deliver to the
Company a common stock purchase agreement reasonably acceptable to the Company containing customary representations and warranties
and transfer restrictions. Upon conversion, Company shall place Investor’s Common Stock (“Converted Stock”)
into the escrow account of the Company’s Transfer Agent. The Converted Stock shall include a lock-up agreement for the six
month period following the Rule 144 six month holding period (“Lockup”). During the Lockup, Company agrees to release
to Investor up to ten percent (10%) of Investor’s Converted Stock, per month, for a period of six months. On the one year
anniversary of conversion, no matter how much Converted Stock has been released to Investor, Company agrees to release to Investor,
without restriction, all remaining Converted Stock. In addition, before Investor shall be entitled to convert this Note into 100%
of the shares of Common Stock the Investor is entitled to, Investor shall surrender this Note, duly endorsed, at the office of
the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same
pursuant to this Section, and shall state therein the amount of the unpaid principal amount of this Note to be converted and the
name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon
as practicable thereafter, issue instructions to its transfer agent to issue to Investor a certificate or certificates for the
number of shares of Common Stock to which Investor shall be entitled upon conversion (bearing such legends as are required by
the common stock purchase agreement, the Agreement and applicable state and federal securities laws in the opinion of counsel
to the Company), together with a replacement Note (if any principal amount is not converted) and any other securities and property
to which Investor is entitled upon such conversion under the terms of this Note. The conversion shall be deemed to have been made
immediately prior to the close of business on the date of the surrender of this Note, and the Person or Persons entitled to receive
the shares of Common Stock upon such conversion shall be treated for all purposes as the record Investor or Investors of such
shares of Common Stock as of such date.


 


(b)
Fractional Shares; Interest; Effect of Conversion. No fractional shares shall be issued upon conversion of this Note. In
lieu of the Company issuing any fractional shares to Investor upon the conversion of this Note, the Company shall pay to Investor
an amount equal to the product obtained by multiplying the conversion price by the fraction of a share not issued pursuant to
the previous sentence. In addition, the Company shall pay to Investor any interest accrued on the amount to be paid to the Company
pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section
6(a), the Company shall be forever released from all its obligations and liabilities under this Note.


 


7.
Successors and Assigns. Subject to the restrictions on transfer described in Sections 9 and 10 below, the rights and obligations
of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of
the parties.


 


8.
Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company
and the holders of a Majority in Interest.


 




    	 



    	 



    


 


9.
Transfer of this Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition
of this Note, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together
with a written opinion of Investor’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect
that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state
law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence,
the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note, all in
accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 9
that the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory to the Company, the Company shall
so notify Investor promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the
Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer
instructions to its transfer agent in connection with such restrictions. Subject to the foregoing transfers of this Note shall
be registered upon registration books maintained for such purpose by or on behalf of the Company as provided in the Note and Warrant
Purchase Agreement. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder
hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for
all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the
contrary.


 


10.
Assignment by the Company. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned,
by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the holders of a Majority
in Interest.


 


11.
Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder
shall in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Agreement,
or at such other address or facsimile number as the Company shall have furnished to Investor in writing. All such notices and
communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business
day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited
with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class
with postage prepaid.


 


12.
Pari Passu Notes. Investor acknowledges and agrees that the payment of all or any portion of the outstanding principal
amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Notes
issued pursuant to the Agreement or pursuant to the terms of such Notes. In the event Investor receives payments in excess of
its pro rata share of the Company’s payments to the Investors of all of the Notes, then Investor shall hold in trust all
such excess payments for the benefit of the holders of the other Notes and shall pay such amounts held in trust to such other
holders upon demand by such holders.


 


13.
Payment. Payment shall be made in lawful tender of the United States.


 


14.
Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed
in accordance with the laws of the State of Colorado, without regard to the conflicts of law provisions of the State of Colorado,
or of any other state.


 


15.
Usury. All agreements between the Company and the Investor, whether now existing or hereafter arising and whether written
or oral, are expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of this
Note or otherwise, shall the amount paid, or agreed to be paid, to the Investor for the use, forbearance or detention of the money
to be loaned under this Note or otherwise, exceed the maximum amount permissible under applicable law. If from any circumstances
whatsoever fulfillment of any provision of this Note or of any other document evidencing, securing or pertaining to the indebtedness
evidenced by this Note, at the time performance of such provision shall be due, shall involve transcending the limit of validity
prescribed by law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from
any such circumstances the Investor shall ever receive anything of value as interest or deemed interest by applicable law under
this Note or any other document evidencing, securing or pertaining to the indebtedness evidenced by this Note or otherwise an
amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction
of the principal amount owing under this Note or on account of any other indebtedness of the Company to the Investor relating
to this Note, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this
Note and such other indebtedness, such excess shall be refunded to the Company. In determining whether or not the interest paid
or payable with respect to any indebtedness of the Company to the Investor, under any specific contingency, exceeds the highest
lawful rate, the Company and the Investor shall, to the maximum extent permitted by applicable law, (i) characterize any non-principal
payment as an expense, fee or premium rather than as interest, (ii) amortize, prorate, allocate and spread the total amount of
interest throughout the full term of such indebtedness so that the actual rate of interest on account of such indebtedness is
uniform throughout the term of such indebtedness, and/or (iii) allocate interest between portions of such indebtedness, to the
end that no such portion shall bear interest at a rate greater than that permitted by law. The terms and provisions of this Section
shall control and supersede every other conflicting provision of all agreements between the Company and the Investor. The Investor
has been advised by the Company to seek the advice of an attorney and an accountant in connection with the issuance of this Note.
The Company has had the opportunity to seek the advice of any attorney and accountant of the Company’s choice in connection
with issuance of this Note.


 




    	 



    	 



    


 


IN
WITNESS WHEREOF, the undersigned has executed this Convertible Promissory Note as of the date first set forth above.


 


	SURNA, INC.	 
	 	 	 
	By: 	 	 
	Tom Bollich, CEO	 
	 	 	 
	By:	 	 
	 	 	 
	 	 
	Investor (Lender)