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
$29,680.00


 


 


RICH
PHARMACEUTICALS, INC.


8%
CONVERTIBLE REDEEMABLE NOTE DUE
MARCH 26, 2016


BACK
END NOTE


 


FOR
VALUE RECEIVED, Rich
Pharmaceuticals, Inc. (the
“Company”) promises to
pay to the order
of ADAR BAYS,
LLC and its
authorized successors and
permitted assigns ("Holder"),
the aggregate principal
face amount of
Twenty Nine Thousand
Six Hundred Eighty
Dollars exactly (U.S. $29,680.00) on
March 26, 2016 ("Maturity
Date") and to pay
interest on the principal
amount outstanding hereunder
at the rate
of 8% per
annum commencing on
March 26, 2015. This
Note contains a
6% OID such
that the purchase
price shall be
$28,000.00. 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 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140, initially, and if changed,
last appearing on
the records of
the Company as
designated in writing
by the Holder hereof from time to
time. The Company will pay each interest payment and the outstanding principal due
upon this Note before or on the Maturity Date, less any amounts required by law to be deducted
or withheld, to the
Holder of this Note
by check or wire
transfer addressed to such Holder
at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a
payment of outstanding principal hereunder and shall satisfy and discharge the liability
for principal on this Note to the extent
of the sum represented by such check
or wire transfer.
Interest shall be
payable in Common
Stock (as defined
below) pursuant to paragraph 4(b) herein.


 


This
Note is subject
to the following
additional provisions:




    	 



    	 



    




1.                      
This Note is
exchangeable for an
equal aggregate principal
amount of Notes of
different authorized denominations,
as requested by
the Holder surrendering
the same. No service
charge will be
made for such
registration or transfer
or exchange, except
that Holder shall pay
any tax or
other governmental charges
payable in connection
therewith.


 


2.                      
The Company shall
be entitled to
withhold from all
payments any amounts required
to be withheld
under applicable laws.


 


3.                      
This Note may
be transferred or
exchanged only in
compliance with the Securities
Act of 1933,
as amended ("Act"),
and applicable state
securities laws. Any
attempted transfer to a
non-qualifying party shall
be treated by
the Company as
void. Prior to
due presentment for
transfer of this
Note, the Company
and any agent
of the Company
may treat the
person in whose name
this Note is
duly registered on
the Company's records
as the owner
hereof for all other
purposes, whether or not
this Note be
overdue, and neither
the Company nor
any such agent shall
be affected or
bound by notice
to the contrary.
Any Holder of
this Note electing
to exercise the right
of conversion set
forth in Section
4(a) hereof, in
addition to the
requirements set forth in
Section 4(a), and
any prospective transferee
of this Note,
also is required
to give the Company
written confirmation that
this Note is
being converted ("Notice
of Conversion") in
the form annexed hereto
as Exhibit A.
The date of
receipt (including receipt
by telecopy) of
such Notice of Conversion shall be
the Conversion Date.


 


4.                      
(a) The Holder
of this Note
is entitled, at
its option, at
any time, and after
full cash payment
for the shares
convertible hereunder, to
convert all or
any amount of
the principal face amount
of this Note
then outstanding into
shares of the
Company's common stock (the
"Common Stock") at
a price ("Conversion
Price") for each
share of Common
Stock equal to 58%
of the average
of the three
lowest closing prices
of the Common
Stock as reported
on the National Quotations
Bureau OTCQB exchange
which the Company’s
shares are traded
or any exchange upon
which the Common
Stock may be
traded in the
future ("Exchange"), for
the ten prior trading
days including the
day upon which
a Notice of
Conversion is received
by the Company (provided such Notice
of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or
Daylight Savings Time if the Holder wishes to include
the same day closing price).
If the shares have not
been delivered with- in 3
business days, the
Notice of Conversion
may be rescinded.
Such conversion shall
be effectuated by
the Company delivering
the shares of
Common Stock to
the Holder within
3 business days of receipt
by the Company
of the Notice
of Conversion. Once the
Holder has received
such shares of Common Stock, the Holder
shall surrender this Note to the Company,
executed by the Holder evidencing
such Holder's intention
to convert this
Note or a
specified portion hereof,
and accompanied by proper assignment
hereof in blank.
Accrued but unpaid interest
shall be subject to conversion. No fractional shares or scrip representing
fractions of shares will be issued on conversion, but
the number of
shares issuable shall
be rounded to
the nearest whole
share. In the event the Company
experiences a DTC “Chill” on its shares, the conversion price shall be de- creased to 48% instead of 58% while that
“Chill” is in effect. In the event the Company is not “Current”
in its SEC
filings at the
time this note
is cash funded,
the discount shall
be decreased to 40%. In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares
of Company Common Stock
beneficially owned by the Holder
and its affiliates would exceed
9.9% of the outstanding shares
of the Common Stock
of the Company. While this Note
is in effect,
the Holder shall
open or maintain
a short position
in the Common
Stock of the Company.




    	2



    	 



    




(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 $29,680 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
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 un- paid 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 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 deter- mined by the Board
of Directors of the Company or
successor person or entity acting in
good faith.




    	3



    	 



    




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
material 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 material respect,
any covenant, term, provision, condition,
agreement or obligation of the Company
under this Note or any other
note issued to
the Holder; or


 


(d)                     
The Company shall
(1) become insolvent;
(2) admit in
writing its inability to
pay its debts
generally as they
mature; (3) make
an assignment for
the benefit of
creditors or commence proceedings
for its dissolution;
(4) apply for
or consent to
the appointment of
a trustee, liquidator
or receiver for
its or for
a substantial part
of its property
or business; (5)
file a petition
for bankruptcy relief,
consent to the
filing of such
petition or have
filed against it
an involuntary petition
for bankruptcy relief,
all under federal
or state laws
as applicable; or


 


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


 


(f)                      
Any governmental agency or
any court of
competent jurisdiction at
the in- stance 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)                     
Unless the judgment
or litigation has
been previously disclosed
in the Company’s filings
with the Securities
and Exchange Commission,
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) business days
or in any
event later than
five (5) days
prior to the
date of any
proposed sale thereunder; or




    	4



    	 



    




(h)                     
Intentionally Deleted.


 


(i)                      
The Company shall
have its Common
Stock delisted from
a market (including
the OTCMarkets marketplace)
or, if the
Common Stock trades
on an exchange,
then trading in the
Common Stock shall
be suspended for
more than 10
consecutive days;


 


(j)                      
Intentionally Deleted;


 


(k)                     
The Company shall
not deliver to
the Holder the
Common Stock pursuant to
paragraph 4 herein
without restrictive legend
within 3 business
days of its
receipt of a
Notice of Conversion; or


 


(l)                      
The Company shall
not replenish the
reserve set forth
in Section 12,
with- in 3 business
days of the
request of the
Holder; or


 


(m)                   
The Company’s Common
Stock has a
closing bid price
of less than $0.0005
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
forty thousand dollars
($40,000.00) 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 and a
market (including the
OTCMarkets)


 


Then,
or at any
time thereafter, unless
cured within 5
days, and in
each and every
such case, unless
such Event of
Default shall have
been waived in
writing by the
Holder (which waiver
shall not be deemed
to be a
waiver of any
subsequent default) at
the option of
the Holder and
in the Holder's sole
discretion, the Holder
may consider this
Note immediately due
and payable, with- out
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 permit- ted 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
$500per day beginning
on the 10th day. The
penalty for a
breach of Section
8(n) shall be
an increase of the outstanding principal amounts by 20%.
In case of a breach of Section 8(i), the out- standing principal due under this Note shall increase by 20%. If this Note
is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.




    	5



    	 



    




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.


 


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, dis- charged
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
4x the number
of shares of
Common Stock necessary
to al- low the
holder to convert
this note based
on the discounted
conversion price set
forth in Section 4(a)
herewith. The reserve
shall be replenished
as needed to
allow for conversions
of this Note maintaining the
number of shares necessary to
allow for conversions equal to
a 400% discounted value
of the Note.
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.


 


13.                  
The Company will
give the Holder
direct notice of
any corporate actions, including
but not limited
to name changes,
stock splits, recapitalizations
etc. This notice
shall be given to
the Holder as
soon as possible
under law.


 


14.                  
This Note shall
be governed by
and construed in
accordance with the
laws of New York
applicable to contracts
made and wholly
to be performed
within the State
of New
York and shall
be binding upon
the successors and
assigns of each
party hereto.  The
Holder and the Company
hereby mutually waive
trial by jury
and consent to
exclusive jurisdiction and
venue in the courts
of the State
of New York.
This Agreement may
be executed in
counterparts, and the facsimile
transmission of an
executed counterpart to
this Agreement shall
be effective as
an original.




    	6



    	 



    

 


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


 


 


Dated:
March 26,
2015


 


 


RICH
PHARMACEUTICALS, INC.


 





/s/
Ben Chang


By:
Ben Chang


Title:
CEO







    	7



    	 



    

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
Pharmaceuticals, 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:
______________________________________


 



    	8