SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT
(the “Agreement”), dated
as of March 26,
2015, by and
between RICH PHARMACEUTICALS,
INC.,
a Nevada corporation,
with headquarters located
at 9595 Wilshire
Blvd., Suite #900,
Beverly Hills, CA
90212 (the “Company”), and
ADAR BAYS,
LLC, a Florida
limited liability company,
with its address
at 3411 Indian
Creek Drive, Suite
403, Miami Beach,
FL 33140 (the
“Buyer”).


 


WHEREAS:


 


A.                     
The Company and
the Buyer are
executing and delivering
this Agreement in reliance
upon the exemption
from securities registration
afforded by the
rules and regulations
as promulgated by the
United States Securities
and Exchange Commission
(the “SEC”) under
the Securities Act of
1933, as amended
(the “1933 Act”);


 


B.                     
Buyer desires to
purchase and the
Company desires to
issue and sell,
upon the terms and
conditions set forth
in this Agreement
two 8% convertible
notes of the
Company, in the forms
attached hereto as
Exhibit A and
B in the
aggregate principal amount
of $59,360.00 (with the
first note being
in the amount
of $29,680.00 and
the second note
being in the
amount of $29,680.00 (together
with any note(s)
issued in replacement
thereof or as
a dividend thereon
or otherwise with respect thereto
in accordance with
the terms thereof,
the “Note”), convertible
into shares of common
stock, $0.001 par
value per share,
of the Company
(the “Common Stock”),
upon the terms
and subject to
the limitations and
conditions set forth
in such Note.
Each note shall contain
a 6% OID
such that the
purchase price shall
be $28,000.00 for
the first note
and $28,000.00 for the second note. The
first of the two notes (the “First Note”) shall be
paid for by the Buyer as set forth herein. The second note (the “Second
Note”) shall initially be paid for by the issuance of an offsetting $28,000.00 secured note issued to the Company by the
Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer
Note in cash such that the Second Note may not be converted until it has been paid for in
cash.


 


C.                     
The Buyer wishes
to purchase, upon
the terms and
conditions stated in
this Agreement, such principal
amount of Note
as is set
forth immediately below
its name on
the signature pages hereto;
and


 


NOW
THEREFORE, the Company
and the Buyer
severally (and not
jointly) hereby agree as
follows:


 


1.                      
Purchase and Sale
of Note.


 


a.                      
Purchase of Note.
On each Closing
Date (as defined
below), the Company shall
issue and sell
to the Buyer
and the Buyer
agrees to purchase
from the Company such
principal amount of
Note as is
set forth immediately
below the Buyer’s
name on the signature
pages hereto.




    	 



    	 



    




b.                     
Form of Payment.
On the Closing
Date (as defined
below), (i)
the Buyer shall pay
the purchase price
for the Note
to be issued
and sold to
it at the
Closing (as defined below)
(the “Purchase Price”)
by wire transfer
of immediately available
funds to the Company,
in accordance with
the Company’s written
wiring instructions, against
delivery of the Note
in the principal
amount equal to
the Purchase Price
as is set
forth immediately below
the Buyer’s name on
the signature pages
hereto, and (ii)
the Company shall
deliver such duly executed Note
on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


c.                      
Closing Date. The
date and time
of the issuance
and sale of
the Note pursuant to
this Agreement (the
“Closing Date”) shall
be on or
about March 26,
2015, or such other
mutually agreed upon
time. The closing
of the transactions
contemplated by this Agreement
(the “Closing”) shall
occur on the
Closing Date at
such location as
may be agreed
to by the parties.
Subsequent Closings shall
occur when the
Buyer Note is
repaid.


 


2.                      
Buyer’s Representations  and  Warranties.The
 Buyer  represents 
and warrants to the
Company that:


 


a.                      
Investment Purpose. As
of the date
hereof, the Buyer
is purchasing the Note
and the shares
of Common Stock
issuable upon conversion
of or otherwise pursuant
to the Note,
such shares of
Common Stock being
collectively referred to
herein as the “Conversion
Shares” and, collectively
with the Note,
the “Securities”) for
its own account
and not with a
present view towards
the public sale
or distribution thereof,
except pursuant to
sales registered or exempted
from registration under
the 1933 Act;
provided, however, that
by making the representations
herein, the Buyer
does not agree
to hold any
of the Securities
for any minimum or
other specific term
and reserves the
right to dispose
of the Securities at
any time in accordance with or pursuant to a registration statement or an exemption
under the 1933 Act.


 


b.                     
Accredited Investor Status.
The Buyer is
an “accredited investor”
as that term
is defined in
Rule 501(a) of
Regulation D (an
“Accredited Investor”).


 


c.                      
Reliance on Exemptions.
The Buyer understands
that the Securities are
being offered and
sold to it
in reliance upon
specific exemptions from
the registration requirements of United
States federal and
state securities laws and
that the Company is relying
upon the truth
and accuracy of,
and the Buyer’s
compliance with, the
representations, warranties, agreements,
acknowledgments and understandings
of the Buyer
set forth herein
in order to determine
the availability of
such exemptions and
the eligibility of
the Buyer to
acquire the Securities.


 


d.                     
Information. The Buyer
and its advisors,
if any, have
been, and for so
long as the
Note remain outstanding
will continue to
be, furnished with
all materials relating to
the business, finances
and operations of
the Company and
materials relating to
the offer and sale
of the Securities
which have been
requested by the
Buyer or its
advisors. The Buyer
and its advisors, if
any, have been,
and for so
long as the
Note remain outstanding
will continue to
be, afforded the opportunity
to ask questions
of the Company.
Notwithstanding the foregoing,
the Company has not disclosed to
the Buyer any material nonpublic information
and will not disclose such information
unless such information is
disclosed to the public
prior to or promptly following such
disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors
or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties
contained in Section 3 below.
The Buyer understands
that its investment
in the Securities
involves a significant degree of risk. The Buyer is not aware of any facts
that may constitute a breach of any of the Company's representations and warranties made herein.




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e.                      
Governmental Review. The
Buyer understands that
no United States federal
or state agency
or any other
government or governmental
agency has passed
upon or made any
recommendation or endorsement
of the Securities.


 


f.                   
Transfer or Re-sale.
The Buyer understands
that (i)
the sale or
re- sale of the
Securities has not
been and is
not being registered
under the 1933
Act or any applicable
state securities laws,
and the Securities
may not be
transferred unless (a)
the Securities are sold
pursuant to an
effective registration statement
under the 1933
Act, (b)
the Buyer shall have delivered to
the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance
and scope customary for opinions
of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred
to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act
(or a successor rule) (“Rule
144”) of the Buyer
who agrees to sell
or otherwise transfer the Securities only in accordance with this Section 2(f)
and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144,
or (e) the Securities are sold pursuant to Regulation
S under the 1933 Act (or a successor rule)
(“Regulation S”), and the Buyer shall have delivered to the Company, at
the cost of the Buyer, an opinion of counsel that shall be in form, substance and
scope customary for
opinions of counsel
in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities
made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable,
any re-sale of
such Securities under circumstances
in which the
seller (or the person through
whom the sale
is made) may
be deemed to
be an underwriter
(as that term
is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii)
neither the Company nor any other person is under any obligation to register such
Securities under the 1933 Act or any state securities laws or to comply with the terms
and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or
anything else contained herein to the contrary,
the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.




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g.                  
Legends. The Buyer
understands that the
Note and, until
such time as the
Conversion Shares have
been registered under
the 1933 Act
may be sold
pursuant to Rule 144
or Regulation S
without any restriction
as to the
number of securities
as of a
particular date that can
then be immediately
sold, the Conversion
Shares may bear
a restrictive legend
in substantially the following
form (and a
stop-transfer order may
be placed against
transfer of the certificates
for such Securities):


 


“NEITHER
THE ISSUANCE AND
SALE OF THE
SECURITIES REPRESENTED BY
THIS  CERTIFICATE  NOR 
THE SECURITIES INTO
WHICH THESE
SECURITIES ARE EXERCISABLE
HAVE BEEN
REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR  SALE,
 SOLD, TRANSFERRED OR  ASSIGNED (I) IN
THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO
RULE  144  OR 
RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth
above shall be
removed and the
Company shall issue
a certificate without such
legend to the
holder of any
Security upon which
it is stamped,
if, unless otherwise required
by applicable state
securities laws, (a)
such Security is
registered for sale
under an effective registration
statement filed under
the 1933 Act
or otherwise may
be sold pursuant
to Rule 144 or
Regulation S without
any restriction as
to the number
of securities as
of a particular date
that can then
be immediately sold,
or (b) such
holder provides the
Company with an
opinion of counsel, in
form, substance and
scope customary for
opinions of counsel
in comparable transactions, to
the effect that
a public sale
or transfer of such
Security may be
made without registration under
the 1933 Act,
which opinion shall
be accepted by
the Company so
that the sale or transfer is
effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the
legend has been
removed, in compliance
with applicable prospectus delivery
requirements, if any. In the event that the Company does not accept the opinion of counsel
provided by the
Buyer with respect
to the transfer
of Securities pursuant
to an exemption from registration,
such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.


 


h.                     
Authorization; Enforcement. This
Agreement has been
duly and validly authorized.
This Agreement has
been duly executed
and delivered on
behalf of the Buyer,
and this Agreement
constitutes a valid
and binding agreement
of the Buyer
enforceable in accordance with
its terms.


 


i.                       
Residency. The Buyer
is a resident
of the jurisdiction
set forth immediately below
the Buyer’s name
on the signature
pages hereto.


 


3.                      
Representations  and  Warranties 
of  the  Company.The 
Company represents and warrants
to the Buyer
that:




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a.                      
Organization and Qualification.
The Company and
each of its subsidiaries,
if any, is
a corporation duly
organized, validly existing
and in good
standing under the laws
of the jurisdiction
in which it
is incorporated, with
full power and
authority (corporate and other)
to own, lease,
use and operate
its properties and
to carry on
its business as
and where now owned,
leased, used, operated
and conducted.


 


b.                     
Authorization; Enforcement. (i)
The Company has
all requisite corporate power
and authority to
enter into and
perform this Agreement,
the Note and
to consummate the transactions
contemplated hereby and
thereby and to
issue the Securities,
in accordance with the
terms hereof and
thereof, (ii) the
execution and delivery
of this Agreement, the
Note by the
Company and the
consummation by it
of the transactions
contemplated hereby and thereby
(including without limitation,
the issuance of
the Note and
the issuance and reservation
for issuance of
the Conversion Shares
issuable upon conversion
or exercise thereof) have
been duly authorized by the Company’s
Board of Directors and no further consent
or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been
duly executed and delivered by the Company by its authorized representative, and such
authorized representative is the true
and official representative with authority to
sign this Agreement and the
other documents executed in connection
herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company
of the Note, each of such instruments will constitute, a legal, valid and binding obligation
of the Company
enforceable against the
Company in accordance
with its terms.


 


c.                      
Issuance of Shares.
The Conversion Shares
are duly authorized and
reserved for issuance
and, upon conversion
of the Note
in accordance with
its respective terms, will
be validly issued,
fully paid and
non-assessable, and free
from all taxes,
liens, claims and encumbrances
with respect to
the issue thereof
and shall not
be subject to
preemptive rights or other
similar rights of
shareholders of the
Company and will
not impose personal
liability upon the holder
thereof.


 


d.                     
Acknowledgment of Dilution.
The Company understands
and acknowledges the potentially
dilutive effect to
the Common Stock
upon the issuance
of the Conversion Shares
upon conversion of
the Note. The
Company further acknowledges
that its obligation to
issue Conversion Shares
upon conversion of
the Note in
accordance with this Agreement,
the Note is
absolute and unconditional
regardless of the
dilutive effect that
such issuance may have
on the ownership
interests of other
shareholders of the
Company.




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e.                      
No Conflicts. The
execution, delivery and
performance of this Agreement,
the Note by
the Company and
the consummation by
the Company of
the transactions contemplated hereby
and thereby (including,
without limitation, the
issuance and reservation
for issuance of the
Conversion Shares) will
not (i) conflict
with or result
in a violation
of any provision of
the Certificate of
Incorporation or By-laws,
or (ii) violate
or conflict with,
or result in a
breach of any
provision of, or
constitute a default
(or an event
which with notice
or lapse of time
or both could
become a default)
under, or give
to others any
rights of termination, amendment,
acceleration or cancellation
of, any agreement,
indenture, patent, patent
license or instrument to
which the Company
or any of
its subsidiaries is
a party, or
(iii) result in
a violation of any
law, rule, regulation,
order, judgment or
decree (including federal
and state securities
laws and regulations and
regulations of any
self-regulatory organizations to
which the Company
or its securities are subject) applicable to the Company or any of its subsidiaries
or by which any property or asset of the Company or any of
its subsidiaries 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). All consents, authorizations, orders,
filings and registrations
which the Company
is required to
obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof. The Company is not in violation of the reporting requirements
of the OTC Markets marketplace (the “OTC Markets”) and does not reasonably
anticipate that the Common Stock will be not be reported on
the OTC Markets
in the foreseeable
future, nor are
the Company’s securities
“chilled” by DTC. The Company and
its subsidiaries are unaware of any facts
or circumstances which might
give rise to
any of the
foregoing.


 


f.                      
Absence of Litigation.
Except as disclosed
in the Company’s public
filings, there is
no action, suit,
claim, proceeding, inquiry
or investigation before
or by any court,
public board, government
agency, self-regulatory organization
or body pending
or, to the knowledge
of the Company
or any of
its subsidiaries, threatened
against or affecting
the Company or any
of its subsidiaries,
or their officers
or directors in
their capacity as
such, that could have
a material adverse
effect. The Company’s
public filings contain
a summary description of any
pending or, to
the knowledge of
the Company, threatened
proceeding against or affecting
the Company or
any of its
subsidiaries, without regard
to whether it
would have a material adverse effect.
The Company and its subsidiaries are unaware of any facts or circumstances which might
give rise to any
of the foregoing.


 


g.                     
Acknowledgment Regarding Buyer’
Purchase of Securities.
The Company acknowledges and
agrees that the
Buyer is acting
solely in the
capacity of arm’s
length purchasers with respect
to this Agreement
and the transactions
contemplated hereby. The Company
further acknowledges that
the Buyer is
not acting as
a financial advisor
or fiduciary of the
Company (or in
any similar capacity)
with respect to
this Agreement and
the transactions contemplated hereby
and any statement
made by the
Buyer or any
of its respective representatives
or agents in connection
with this Agreement
and the transactions
contemplated hereby is not
advice or a recommendation
and is merely incidental
to the Buyer’ purchase
of the Securities. The Company further represents to the Buyer that the Company’s
decision to enter into this Agreement has been based solely on the independent evaluation
of the Company and its representatives.


 


h.                     
No Integrated Offering. Neither
the Company, nor any
of its affiliates, nor
any person acting
on its or
their behalf, has
directly or indirectly
made any offers or
sales in any
security or solicited
any offers to
buy any security
under circumstances that
would require registration under
the 1933 Act
of the issuance
of the Securities
to the Buyer.
The issuance of the
Securities to the
Buyer will not
be integrated with
any other issuance
of the Company’s securities
(past, current or
future) for purposes of
any shareholder approval provisions
applicable to the
Company or its
securities.




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i.                       
Title to Property.
The Company and
its subsidiaries have
good and marketable title
in fee simple
to all real
property and good
and marketable title
to all personal property
owned by them
which is material
to the business
of the Company
and its subsidiaries,
in each case free
and clear of
all liens, encumbrances
and defects except
such as are
described in Schedule 3(i)
or such as
would not have
a material adverse
effect. Any real
property and facilities
held under lease
by the Company
and its subsidiaries
are held by
them under valid, subsisting and
enforceable leases with such exceptions as would not have a material adverse effect.


 


j.                       
Bad Actor. No officer or
director of the Company would be
disqualified under Rule
506(d) of the
Securities Act as
amended on the
basis of being
a "bad actor" as
that term is
established in the
September 19, 2013
Small Entity Compliance
Guide published by the
Securities and Exchange
Commission.


 


 


k.                     
Breach of Representations
and Warranties by
the Company. If
the Company breaches any
of the representations
or warranties set
forth in this
Section 3, and
in addition to any
other remedies available
to the Buyer
pursuant to this
Agreement, it will
be considered an Event
of default under
the Note.


 


4.                      
COVENANTS.


 


a.                      
Expenses. At the
Closing, the Company
shall reimburse Buyer
for expenses incurred by
them in connection
with the negotiation,
preparation, execution, delivery and
performance of this
Agreement and the
other agreements to
be executed in
connection herewith (“Documents”),
including, without limitation,
reasonable attorneys’ and
consultants’ fees and expenses,
transfer agent fees,
fees for stock
quotation services, fees
relating to any amendments
or modifications of
the Documents or
any consents or
waivers of provisions
in the Documents, fees
for the preparation
of opinions of
counsel, escrow fees,
and costs of restructuring
the transactions contemplated by the Documents. When possible, the Company must pay these fees
directly, otherwise the Company must make immediate payment
for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission
of an invoice by the Buyer. The Company’s total obligation with respect to this transaction is to reimburse Buyer’s
expenses which shall be $2000 in legal fees (and similar amounts for the Second Note)
which shall be deduced from each Note when funded.


 


 


b.                     
Listing. The Company
shall promptly secure
the listing of
the Conversion Shares upon
each national securities
exchange or automated
quotation system, if
any, upon which shares
of Common Stock
are then listed
(subject to official
notice of issuance)
and, so long as
the Buyer owns
any of the
Securities, shall maintain,
so long as
any other shares
of Common Stock shall
be so listed,
such listing of
all Conversion Shares
from time to
time issuable upon conversion
of the Note.
The Company will
obtain and, so
long as the
Buyer owns any of the Securities, maintain the trading of its Common Stock
on the OTC Markets or any equivalent replacement market, the Nasdaq stock market (“Nasdaq”), the New York Stock Exchange
(“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the
Company’s reporting, filing and other
obligations under the bylaws or rules
of the Financial Industry
Regulatory Authority (“FINRA”)
and such exchanges,
as applicable. The Company shall promptly provide to the Buyer copies of any
notices it receives from the OTC Markets and any other markets on which the Common Stock is then reported regarding the continued
eligibility of the
Common Stock for
reporting on such
markets.




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c.                      
Corporate Existence.
So long as
the Buyer beneficially
owns any Note,
the Company shall
maintain its corporate
existence and shall
not sell all
or substantially all of the
Company’s assets, except
in the event
of a merger
or consolidation or
sale of all
or substantially all of the Company’s
assets, where the surviving or
successor entity in such transaction (i)
assumes the Company’s
obligations hereunder and
under the agreements
and instruments entered into
in connection herewith
and (ii) is
a publicly traded
corporation whose Common Stock
is reported on
the OTC Markets,
Nasdaq, NYSE or
AMEX.


 


d.                     
No Integration. The
Company shall not
make any offers
or sales of any
security (other than
the Securities) under
circumstances that would
require registration of the
Securities being offered
or sold hereunder
under the 1933
Act or cause
the offering of
the Securities to be
integrated with any
other offering of
securities by the
Company for the
purpose of any stockholder
approval provision applicable
to the Company
or its securities.


 


e.                      
Breach of Covenants.
If the Company
breaches any of
the covenants set forth in
this Section 4, and
in addition to any
other remedies available to
the Buyer pursuant to
this Agreement, it
will be considered
an event of
default under the
Note.


 


5.                      
Governing Law; Miscellaneous.


 


a.                      
Governing Law. This
Agreement shall be
governed by and construed
in accordance with
the laws of
the State of
New York without
regard to principles
of conflicts of laws.
Any action brought
by either party
against the other
concerning the transactions contemplated
by this Agreement
shall be brought
only in the
state courts of
New York or in
the federal courts
located in the
state and county
of New York.
The parties to
this Agreement hereby irrevocably
waive any objection
to jurisdiction and
venue of any
action instituted hereunder and
shall not assert
any defense based
on lack of
jurisdiction or venue
or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the event
that any provision
of this Agreement
or any other
agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision
shall be deemed
inoperative to the
extent that it
may conflict therewith
and shall be deemed
modified to conform
with such statute
or rule of
law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail
or overnight delivery
(with evidence of
delivery) to such
party at the
address in effect for
notices to it under
this Agreement and agrees that
such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.




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b.                     
Counterparts; Signatures by
Facsimile. This Agreement
may be executed in one
or more counterparts, each of
which shall be deemed an original
but all of which shall constitute
one and the
same agreement and
shall become effective
when counterparts have been
signed by each
party and delivered
to the other
party. This Agreement,
once executed by
a party, may be
delivered to the
other party hereto
by facsimile transmission
of a copy
of this Agreement bearing
the signature of
the party so
delivering this Agreement.


 


c.                      
Headings. The headings
of this Agreement
are for convenience
of reference only and
shall not form
part of, or
affect the interpretation
of, this Agreement.


 


d.                     
Severability. In the
event that any
provision of this
Agreement is invalid or
unenforceable under any
applicable statute or
rule of law,
then such provision
shall be deemed inoperative
to the extent
that it may
conflict therewith and
shall be deemed
modified to conform with
such statute or
rule of law.
Any provision hereof
which may prove
invalid or unenforceable under
any law shall
not affect the
validity or enforceability
of any other
provision hereof.


 


e.                      
Entire Agreement; Amendments.
This Agreement and
the instruments referenced herein
contain the entire
understanding of the
parties with respect
to the matters covered
herein and therein
and, except as
specifically set forth
herein or therein,
neither the Company nor
the Buyer 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 majority
in interest of
the Buyer.


 


f.                      
Notices. All notices,
demands, requests, consents,
approvals, and other communications
required or permitted
hereunder shall be
in writing and,
unless otherwise specified herein,
shall be (i)
personally served, (ii)
deposited in the
mail, registered or
certified, return receipt requested,
postage prepaid, (iii)
delivered by reputable
air courier service
with charges prepaid, or
(iv) transmitted by
hand delivery, telegram,
or facsimile, addressed
as set forth below
or to such
other address as
such party shall
have specified most
recently by written notice.
Any notice or
other communication required
or permitted to
be given hereunder
shall be deemed effective
(a) upon hand
delivery or delivery
by facsimile, with
accurate confirmation generated by
the transmitting facsimile
machine, 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 (b)
on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:




    	9



    	 



    




If
to the Company,
to:


 


RICH
PHARMACEUTICALS, INC.


9595
Wilshire Blvd., Suite
#900,


Beverly
Hills, CA 90212


Attn:
Ben Chang, CEO


 


If
to the Buyer:


 


ADAR
BAYS, LLC


3411
Indian Creek Drive,
Suite 403


Miami
Beach, FL 33140


Attn:
Sarah Eisenberg


 


Each
party shall provide
notice to the
other party of
any change in
address.


 


g.                     
Successors and Assigns.
This Agreement shall
be binding upon
and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the
Buyer shall assign
this Agreement or
any rights or
obligations hereunder without
the prior written consent
of the other.
Notwithstanding the foregoing,
the Buyer may
assign its rights hereunder
to any person
that purchases Securities
in a private
transaction from the
Buyer or to any
of its “affiliates,”
as that term
is defined under
the 1934 Act,
without the consent
of the Company.


 


h.                     
Third Party Beneficiaries.
This Agreement is
intended for the benefit
of the parties
hereto and their
respective permitted successors
and assigns, and
is not for the
benefit of, nor
may any provision
hereof be enforced
by, any other
person.


 


i.                       
Survival. The representations
and warranties of
the Company and the
agreements and covenants
set forth in
this Agreement shall
survive the closing
hereunder notwithstanding any due
diligence investigation conducted
by or on
behalf of the
Buyer. The Company agrees
to indemnify and
hold harmless the
Buyer and all
their officers, directors, employees
and agents for
loss or damage
arising as a
result of or
related to any
breach or alleged breach
by the Company
of any of
its representations, warranties
and covenants set
forth in this Agreement or any of
its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


 


j.                       
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.


 


k.                     
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.




    	10



    	 



    




l.                       
Remedies. The Company
acknowledges that a
breach by it
of its obligations hereunder
will cause irreparable
harm to the
Buyer by vitiating
the intent and
purpose of the transaction
contemplated hereby. Accordingly,
the Company acknowledges
that the remedy at
law for a
breach of its
obligations under this
Agreement will be
inadequate and agrees, in
the event of
a breach or
threatened breach by
the Company of
the provisions of
this Agreement, that the
Buyer shall be
entitled, in addition
to all other available
remedies at law
or in equity, and
in addition to
the penalties assessable
herein, to an
injunction or injunctions restraining,
preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or
other security being
required.


 


IN
 WITNESS  WHEREOF, 
the  undersigned  Buyer 
and  the  Company 
have  caused  this Agreement
to be duly
executed as of
the date first
above written.


 


	RICH
    PHARMACEUTICALS, INC.
	 
	By:
    /s/ Ben Chang
	Ben
    Chang
	Chief
    Executive Officer
	 
	ADAR
    BAYS, LLC.
	 
	By:
    /s/ Sarah Eisenberg
	Name:
    Sarah Eisenberg
	Title
    Manager


 


 


	AGGREGATE
    SUBECRIPTION AMOUNT
	 	 
	Aggregate Principal
    Amount of Note: 	$59,360.00
	 	 
	Aggregate Purchase
    Price	 
	 	 
	Note
    1: $29,680 less
    $1,680.00 in OID,
    less $2,000.00 in
    legal fees
    and $2,000 in
    due diligence fees
    to Brighton Capital
	 	 
	Note
    2: $29,680 less
    $1,680.00 in OID,
    less $2,000.00 in
    legal fees and
    $2,000 in due
    diligence fees to Brighton
    Capital




    	11



    	 



    




EXHIBIT
A


144
NOTE - $29,680




    	12



    	 



    




EXHIBIT
B 


BACK
END NOTE


$29,680






    	13