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 $55,000.00 


 


ECOSCIENCES, INC.


12% CONVERTIBLE REDEEMABLE NOTE


DUE FEBRUARY 27, 2019


BACK END NOTE 3  OF 6


 


FOR VALUE RECEIVED, Ecosciences, Inc. (the
“Company”) promises to pay to the order of ADAR BAYS, LLC and its authorized successors and Permitted Assigns, defined
below, (“Holder”), the aggregate principal face amount Fifty Five Thousand Dollars exactly (U.S. $55,000.00)
on February 27, 2019 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder at
the rate of 12% per annum commencing on February 27, 2018. 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. This Note contains a 10% OID such that the purchase
price is $50,000.00. 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. 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.


 





 

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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 50% 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 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 40% instead of 50% 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).


 





 




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(b) Interest on any unpaid
principal balance of this Note shall be paid at the rate of 12% 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 this Note has not been cash paid, and if the $165,000 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 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.





 


 




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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


 





 







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(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 $0.005 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 thirty five thousand dollars ($35,000.00) 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)


 





 




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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 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 parties agree that damages shall be difficult to determine and in lieu of a penalty, the parties agree to a liquidated
damages payment of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered
to the Company. This liquidated damages payment shall increase to $500 per day beginning on the 10th day. In the event
of a breach of Section 8(p), the parties agree that damages shall be difficult to determine and in lieu of a penalty, the parties
agree to an increase of the outstanding principal amounts by 20% as a liquidated damages payment. In case of a breach of Section
8(i), the parties agree that damages shall be difficult to determine and in lieu of a penalty, the parties agree to an increase
of the outstanding principal amounts by 50% as a liquidated damages payment. 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.


 


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 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.


 





 

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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. If it shall be found
that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision
shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable
law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law
that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.


 


15. 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 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.


 





 




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


 


Dated: 2/27/2018


 


	 	ECOSCIENCES, INC.
	 	 	 
	 	By: 	 
	 	 	Joel Falitz
	 	Title:	President & CEO


 


 




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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 Ecosciences, 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:	 	 


 











 




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