EXHIBIT 10.2




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


 


US $75,000.00


 


RICH CIGAR, INC.


8% CONVERTIBLE
REDEEMABLE NOTE


DUE MARCH 24, 2018


BACK END NOTE




FOR VALUE RECEIVED, Rich Cigar, Inc.
(the "Company") promises to pay to the order of EAGLE EQUITIES, LLC and its
authorized successors and Permitted Assigns, defined below,
("Holder"), the aggregate principal face amount Seventy Five Thousand
Dollars exactly (U.S. $75,000.00) on March 24, 2018 ("Maturity Date")
and to pay interest on the principal amount outstanding hereunder at the rate
of 8% per annum commencing on March 24, 2017. This Note shall contain an 10% OID
such that the purchase price shall be $67,500.00. 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 91 Shelton Ave, Suite 107, New Haven, CT
06511, 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. Permitted Assigns means any Holder
assignment, transfer or sale of all or a portion of this Note accompanied by an
Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase
Agreement.




 _/s/RD___ Initials










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. To the extent that Holder subsequently transfers, assigns, sells or
exchanges any of the multiple lesser denomination notes, Holder acknowledges
that it will provide the Company with Opinions of Counsel as provided for in
Section 2(f) of the Securities Purchase Agreement. 




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"), applicable state securities laws and Sections 2(f) and 5(f)
of the Securities Purchase Agreement. 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 prequalified
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. All
notices of conversion will be accompanied by an Opinion of Counsel. 




4. (a) The Holder of this Note is
entitled, at its option, at any time, after full cash payment for this Note, to
convert all or any amount of the principal face amount of this Note then
outstanding into shares of the Company's common stock (the "Common
Stock") at a price ("Conversion Price") for each share of Common
Stock equal to 55% of the lowest trading price of the Common
Stock as reported on the National Quotations Bureau OTC Markets 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 together with an
Opinion of Counsel, 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. 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. To the extent the Conversion Price of the Company's
Common Stock closes below the par value per share, the Company will take all
steps necessary to solicit the consent of the stockholders




_/s/RD___ Initials




-2-








to reduce the par value to the lowest value possible under
law. The Company agrees to honor all conversions submitted pending this increase.
In the event the Company experiences a DTC "Chill" on its shares, the
Conversion Price shall be decreased to 45% instead of 55% 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 4.99% of the
outstanding shares of the Common Stock of the Company (which may be increased
up to 9.9% upon 60 days' prior written notice by the Investor).




(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"). Holder may, at any time, send in a Notice of Conversion to the
Company for Interest Shares based on the formula provided in Section 4(a)
above. The dollar amount converted into Interest Shares shall be all or a
portion of the accrued interest calculated on the unpaid principal balance of
this Note to the date of such notice. 




(c) This Note may not be prepaid,
except that if the $75,000 Rule 144 convertible redeemable note issued by the
Company of even date herewith is redeemed by the Company within 6 months of the
issuance date of such Note, all obligations of the Company under this Note and
all obligations of the Holder under the Holder issued Back End Note will be
automatically be deemed satisfied and this Note and the Holder issued Back End
Note will be automatically be deemed cancelled and of no further force or effect.





(d) Upon (i) a transfer of all or
substantially all of the assets of the Company to any person in a single
transaction or series of related transactions, (ii) a reclassification, capital
reorganization (excluding an increase in authorized capital) or other change or
exchange of outstanding shares of the Common Stock, other than a forward or
reverse stock split or stock dividend, or (iii) any consolidation or merger of
the Company with or into another person or entity in which the Company is not
the surviving entity (other than a merger which is effected solely to change
the jurisdiction of incorporation of the Company and results in a
reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of Common Stock) (each of items (i), (ii) and (iii) being
referred to as a "Sale Event"), then, in each case, the Company
shall, upon request of the Holder, redeem this Note in cash for 150% of the
principal amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the
unpaid principal amount of this Note (together with the amount of accrued but
unpaid interest) into shares of Common Stock immediately prior to such Sale
Event at the Conversion Price. 




(e) In case of any Sale Event (not
to include a sale of all or substantially all of the Company's assets) in
connection with which this Note is not redeemed or converted, the Company shall
cause effective provision to be made so that the Holder of this Note shall have
the right thereafter, by converting this Note, to purchase or convert this Note
into the kind and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation or merger by a holder of the number of shares of
Common Stock that could have been purchased upon exercise of the




_/s/RD___ Initials 




-3-







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. The Company hereby expressly
waives demand and presentment for payment, notice of non-payment, protest,
notice of protest, notice of dishonor, notice of acceleration or intent to
accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all
sums owing and to be owing hereto. 




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 (which does not include a "going concern opinion); (2) admit in
writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its
dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or
business; (5) file a petition for bankruptcy relief, consent to the filing of
such petition or have filed against it an involuntary petition for bankruptcy
relief, all under federal or state laws as applicable; or 




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




 __/s/RD__ Initials




-4-







(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




(i) The Company shall have its
Common Stock delisted from an exchange (including the OTC Markets 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 or ceases to file its 1934
act reports with the SEC;




(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 which includes an Opinion of Counsel expressing an opinion which
supports the removal of a restrictive legend; or




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




(m) The Company's Common Stock has
a closing bid price of less than $0.10 per share for at least 5 consecutive
trading days; or 




(n) The aggregate dollar trading
volume of the Company's Common Stock is less than three thousand dollars
($3,000.00) in any 5 consecutive trading days; or 




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




(p) The Company shall lose the
"bid" price for its stock in a market (including the OTC marketplace or other
exchange) 




Then, or at any time thereafter, unless cured (except for
8(m) and 8(n)) which are incurable defaults, the sole remedy of which is to allow
the Holder to cancel both this Note and the Holder Issued Note, and in each and
every such case, unless such Event of Default shall have been 




__/s/RD__ Initials  




-5-








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(p) 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%. Further, if a
breach of Section 8(o) occurs or is continuing after the 6 month anniversary of
the Note, then the Holder shall be entitled to use the lowest closing bid price
during the delinquency period as a base price for the conversion. For example,
if the lowest closing bid price during the delinquency period is $0.01 per
share and the conversion discount is 50% the Holder may elect to convert future
conversions at $0.005 per share. 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. 




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




_/s/RD___ Initials 




-6-







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" opinion to allow for salability of the conversion shares or (ii)
accept such opinion from Holder's counsel.




12. Prior to cash funding of this
Note, The Company will issue irrevocable transfer agent instructions reserving
3x the number of shares of Common Stock necessary to allow the holder to
convert this note based on the discounted conversion price set forth in Section
4(a) herewith. Upon full conversion of this Note, the reserve representing this
Note shall be cancelled. The Company will pay all transfer agent costs
associated with issuing and delivering the shares. If such amounts are to be
paid by the Holder, it may deduct such amounts from the Conversion Price.
Conversion Notices may be sent to the Company or its transfer agent via
electric mail. The Company will instruct its transfer agent to provide the
outstanding share information to the Holder in connection with its conversions.





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 Nevada applicable to contracts
made and wholly to be performed within the State of Nevada 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 or in the Federal
courts sitting in the county or city 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.




_/s/RD___ Initials 




-7-






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


Dated: 03/27/17


 


RICH CIGAR, INC. 


By:/s/ Richard Davis


 __________________________________ 


Title: Chief Exec Officer


 _________________________________ 


 


 


_/s/RD___ Initials  


-8-







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 Rich
Cigar, 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:  ___________________________________