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


 


 


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)                    
During the first six months this Note is in effect, the Company may re- deem this Note by paying to the Holder an amount as follows:
(i) if the redemption occurs within the first 90 days then an amount equal to 140% of the unpaid principal amount of this Note
along with any prepaid and earned interest, (ii) if the redemption occurs after the 91st day but before the 180th day following
the issuance of this Note, then an amount equal to 150% of the unpaid principal amount of this Note along with any prepaid and
earned interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days
of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.


 


(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 determined 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; o


 


(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




    	4



    	 



    

 


(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


 


(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 shall not be “current” (which includes the benefit of any ex- tension period) in its filings with the
Securities and Exchange Commission; or


 


(n)                     
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 $500 per 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.                                          
The Company shall issue irrevocable transfer agent instructions reserving 204,689,000 shares of its Common Stock for conversions
under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve
shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. The company should at all
times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably
request increases from time to time to re- serve such amounts.


 


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.


 


 


By: /s/
Ben Chang


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