UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 26, 2015
RICH
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
NEVADA |
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000-54767 |
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46-3259117 |
(State
or other jurisdiction of
incorporation
or organization) |
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Commission
file number |
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(IRS
Employer
Identification
No.) |
9595
Wilshire Blvd, Suite 900
Beverly
Hills, CA 90212
(Address
of principal executive offices)
(323)
424-3169
(Registrant’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
1.01 Entry Into a Material Definitive Agreement.
On
March 31, 2015, Rich Pharmaceuticals, Inc. (the “Company”) completed a financing pursuant to a Securities Purchase
Agreement (the “SPA”) and two Convertible Promissory Notes in the aggregate principal amount of $59,360 (the “Notes”)
with Adar Bays, LLC (“Adar Bays”). The Notes bear interest at the rate of 8% and must be repaid on or before November
26, 2015 and March 26, 2016. The Notes may be converted by Adar Bays at any time after the date of issuance into shares of Company
common stock at a conversion price equal to 58% of the market price (as determined in the Notes). One of the Notes is secured
by a collateralized secured promissory note issued by Adar Bays to the Company. The SPA and Notes also contain certain representations,
warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes in
the event of such defaults. The foregoing is only a brief description of the material terms of the SPA and Notes, and does not
purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified
in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report. The
issuance of the Notes was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale
of securities not involving a public offering, and Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”). The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities
was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not
involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings
of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for
the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was
an accredited investor.
Item
3.02 Unregistered
Sales of Equity Securities
The
descriptions of the equity securities described in Item 1.01 issued by the Company are incorporated herein.
On
March 26, 2015, the Company issued 70,000,000 shares of Company common stock to satisfy the conversion of $25,200 of a convertible
note payable with Auctus Private Equity Fund, LLC. The issuance of the shares was made in reliance on the exemption provided by
Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance
upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the
securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor
who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d)
the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note
payable which was negotiated directly between the investor and the Company.
The
total number of outstanding shares of common stock of the Company as of March 26, 2015 after the above described issuance is 1,522,902,139.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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RICH
PHARMACEUTICALS, INC. |
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/s/ Ben Chang |
Dated:
April 3, 2015 |
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By: |
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Ben
Chang |
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Ben
Chang
Chief
Executive Officer |
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.
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.
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:
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.
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.
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.
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.
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:
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.
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 |
EXHIBIT
A
144
NOTE - $29,680
EXHIBIT
B
BACK
END NOTE
$29,680
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.
(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.
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
(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%.
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.
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
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:
______________________________________
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.
(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.
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
(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%.
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.
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
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:
______________________________________
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS
OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ADAR
BAYS, LLC
COLLATERALIZED SECURED PROMISSORY NOTE
BACK
END NOTE
$28,000.00 |
Miami,
FL |
|
March
26, 2015 |
1.
Principal and Interest
FOR
VALUE RECEIVED, Adar Bays, LLC, a Florida Limited Liability Company (the "Company") hereby absolutely and unconditionally
promises to pay to Rich Pharmaceuticals, Inc. (the “Lender"), or order, the principal amount of Twenty Eight Thousand
Dollars ($28,000.00) no later than November 26, 2015, unless the Lender does not meet the “current information requirements”
required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued
by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under
this Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest
at the rate of 8%.
2.
Repayments and Prepayments; Security.
a.
All principal under this Note shall be due and payable no later than November 26, 2015, unless the Lender does not meet the “current
information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may
declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross
cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note.
b.
The Company may pay this Note at any time. This note may not be assigned by the Lender, except by operation of law.
c.
This Note shall initially be secured by the pledge of the $29,680 8% convertible promissory note issued to the Company by the
Lender on even date herewith (the “Lender Note”). The Company may exchange this collateral for other collateral
with an appraised value of at least $28,000.00, by providing 3 days prior written notice to the Lender. If the Lender does
not object to the substitution of collateral in that 3 day period, such substitution of collateral shall be deemed to have been
accepted by the Lender. Notwithstanding the foregoing, an exchange of collateral for $28,000.00 in cash shall not require
the approval of the Lender. All collateral shall be retained by New Venture Attorneys, P.C., which shall act as the escrow
agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under the Lender Note until
it has made full cash payment for the portion of the Lender Note being converted.
3.
Events of Default; Acceleration.
a.
The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance
of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium,
receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of
creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid
interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note
by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.
b.
No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company
accepts and agrees that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it
under law.
4.
Notices.
a.
All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person,
by telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class,
certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender’s address as the Lender shall have
furnished the Company in writing and (ii) if to the Company at such address as the Company shall have furnished the Lender(s)
in writing.
b.
Each such notice, report or other communication shall for all purposes under this Note be treated as effective or having been
given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has
been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid,
or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.
5.
Miscellaneous.
a.
Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement
in writing.
b.
No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable
and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity
or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the
parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless
of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any
extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral,
and to the addition or release of any other party or person primarily or secondarily liable.
c.
If Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or
any part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses
of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys'
fees.
d.
This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference
to conflict of laws).
e.
This Note shall be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors
and assigns.
IN
WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date
first hereinabove written.
ADAR
BAYS, LLC |
|
By:
/s/ Authorized Signatory |
Title: |
|
APPROVED: |
|
RICH
PHARMACEUTICALS, INC. |
|
By:
/s/ Ben Chang |
Ben
Chang |
Title:
CEO |