SECURITIES
PURCHASE AGREEMENT


 


 


THIS
PURCHASE AGREEMENT (“Agreement”) is made
as of the 15th day of March,
2018 by and between Rich Pharmaceuticals, Inc., (the “Company”),
and GHS Investments, LLC (the “Investor”).


 


Recitals


 


A.       The
Investor wishes to purchase from the
Company and the Company
wishes to sell and issue to the
Investor, upon the terms and conditions stated
in this Agreement:


 


1.
Up to $56,500 of Securities,
in the form of a Convertible
Promissory Note (the "Note"), attached hereto in accordance
with the following schedule:


 


Twenty
five thousand dollars ($25,000) by wire
transfer on or about March 15,
2018, and up to an additional twenty
five thousand dollars ($25,000) at the
Investor's discretion, on or about
March 30, 2018.


 


In
consideration of the mutual promises made herein
and for other good and
valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.                 
Definitions. In addition to those
terms defined above and elsewhere in this Agreement,
for the purposes of this Agreement,
the following terms shall have
the meanings set forth below:


 


“Affiliate”
means, with respect to any
Person, any other Person which directly or indirectly through one or
more intermediaries Controls, is controlled
by, or is under
common control with, such Person.


 


“Business
Day” means a day,
other than a Saturday or Sunday,
on which banks in New York City
are open for the general
transaction of business.


 


 


“Common
Stock Equivalents” means any securities of
the Company or the Subsidiaries which would
entitle the holder thereof to acquire
at any time Common Stock, including without limitation, any debt, preferred stock,
rights, options, warrants or other instrument that is at
any time convertible into or exchangeable
for, or otherwise entitles the holder
thereof to receive, Common Stock.


 


“Company’s
Knowledge” means the actual
knowledge of the executive officers (as defined
in Rule 405 under the 1933 Act)
of the Company, after due inquiry.




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“Confidential
Information”
means trade secrets, confidential information
and know-how (including but not limited to ideas,
formulae, compositions, processes, procedures
and techniques, research and development information, computer program code, performance specifications, support documentation,
drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).


 


“Control”
(including the terms “controlling”,
“controlled by” or “under
common control with”) means the possession,
direct or indirect, of
the power to direct or
cause the direction of the management
and policies of a Person, whether
through the ownership of voting securities,
by contract or otherwise.


 


“Intellectual
Property” means all of the following:
(i) patents, patent applications, patent
disclosures and inventions (whether or not patentable
and whether or not reduced to practice);
(ii) trademarks, service marks, trade dress, trade names,
corporate names, logos, slogans and Internet domain
names, together with all goodwill associated
with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations,
applications and renewals for any of the foregoing; and
(v) proprietary computer software (including
but not limited to data, data bases
and documentation).


 


“Material
Adverse Effect”
means a material adverse
effect on (i) the assets, liabilities,
results of operations, condition (financial or otherwise),
business, or prospects of the
Company and its Subsidiaries taken as
a whole, or (ii) the ability
of the Company to perform its
obligations under the Transaction Documents.


 


“Person”
means an individual, corporation, partnership,
limited liability company,
trust, business trust, association, joint stock
company, joint venture, sole proprietorship, unincorporated organization, governmental
authority or any other form of entity
not specifically listed herein.


 


“Purchase
Price” means $50,000, representing
a 10% pro-rata original issuance discount on each
Tranche and an initial $1,500 being
withheld by the Investor to offset transaction
costs.


 


“SEC”
means the United
States Securities and Exchange Commission.


 


“Securities”
means the Note
and the common shares issuable
at conversion.


 


“Subsidiary”
of any
Person means another Person, an amount
of the voting securities, other
voting ownership or voting partnership interests
of which is sufficient to elect
at least a majority of its Board of Directors
or other governing body (or,
if there are no such voting interests, 50%
or more of the equity interests of which)
is owned directly or indirectly
by such first Person.


 


“Transaction
Documents” means this Agreement,
the Note, the Company Representation
Letter, and supporting documents.




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“1933
Act” means the Securities
Act of 1933, as amended, or any
successor statute, and the rules and
regulations promulgated thereunder.


 


“1934
Act” means the Securities
Exchange Act of 1934, as amended,
or any successor statute, and the rules and
regulations promulgated thereunder.


 


2.                 
Purchase and Sale of the Securities.
Subject to the terms and conditions of
this Agreement, the Company
shall sell and issue to the Investor
a Promissory Note in the principal amount
of $56,500. 


 


2.1       Security
As Security for the Company's obligations contained herein and in all
Notes issued by the Company
to the Holder, following any Event
of Default which remains uncured for thirty
(30) calendar days, the Holder shall
be granted an unconditional first priority
interest in and to, any and all property
of the Company and its subsidiaries, of any kind or description,
tangible or intangible, whether now existing
or hereafter arising or acquired until
the balance of all Notes
has been reduced to $0. "Any
and all property," as described herein
shall be inclusive of, but not limited
to, assets reported by the Company
on its SEC filings, cash, inventory,
accounts receivable, intellectual property rights, equipment and property. The Investor
is authorized to make all filings
the Investor, in its discretion, deems
necessary to evidence its security
interests.


 


3.                 
Closing. Upon confirmation that the
other conditions to closing
specified herein have been satisfied or duly waived by the Investor,
the Company shall deliver to the Investor,
a Note registered the name of
the Investor and the Investor shall cause
a wire transfer in same day funds to
be sent to the account of the Company
as instructed in writing by the Company,
in an amount representing the Purchase
Price for the Note (the “Closing
Date”).


 


4.                 
Representations and Warranties of the Company.
The Company hereby represents and warrants to the Investor
that, except as set forth in the schedules
delivered herewith (collectively, the “Disclosure Schedules”) and as
disclosed in the Company’s SEC Filings:


 


4. 
1 Organization, Good Standing and Qualification. Each of
the Company and its Subsidiaries
is a corporation duly organized, validly existing and
in good standing under the laws
of the jurisdiction of its incorporation and
has all requisite corporate power and authority to carry
on its business as now conducted and
to own its properties. Each of
the Company and its Subsidiaries is
duly qualified to do business as a foreign
corporation and is in good standing
in each jurisdiction in which the conduct
of its business or its ownership
or leasing of property makes such qualification
or leasing necessary unless the failure to so qualify
has not and could not reasonably
be expected to have a Material Adverse Effect.
The Company’s Subsidiaries are listed
on the Company’s public disclosures filed with
the SEC.


 


4.2             
Authorization. The Company has full
power and authority and, has taken all requisite
action on the part of the Company, its officers,
directors and stockholders necessary




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for
(i) the authorization, execution and delivery of the Transaction
Documents, (ii) authorization of the performance of all obligations of the
Company hereunder or thereunder, and
(iii) the authorization, issuance (or reservation
for issuance) and delivery of the Securities.
The Transaction Documents constitute the legal,
valid and binding obligations
of the Company, enforceable against the Company
in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability, relating to or affecting creditors’ rights generally.


 


4.3              
Capitalization. As of the date hereof,
the authorized common stock of the Company
on the date hereof
is2,010,000,0;00(b) the
number of shares
of capital stock
issued and outstanding
as of 3.15.18 is 1,550,477,82;1 (c)
the number of shares
of capital stock
issuable pursuant to the Company’s
stock plans30,000,000 ; and (d) the number
of shares of capital stock issuable
and reserved for issuance pursuant to securities
(other than the Securities) exercisable
for, or convertible into or exchangeable
for any shares of capital stock
of the Company as of 3.15.18 are429,522,179.
All of the issued and
outstanding shares
of the Company’s
capital stock
have been duly authorized and validly
issued and are fully
paid, nonassessable and free of
pre- emptive rights. All of the issued
and outstanding shares of capital stock
of each Subsidiary have been duly authorized
and validly issued and are fully
paid, nonassessable and free of pre-emptive
rights, were issued in full compliance
with applicable state and federal securities law and any rights of third parties
and are owned by the Company, beneficially
and of record, subject to no lien, encumbrance
or other adverse claim. No Person is entitled
to pre-emptive or similar statutory
or contractual rights with respect
to any securities of the Company.
Other than described herein and
in the Company's periodic reports filed
with the SEC, there are no outstanding
warrants, options, convertible securities or other rights, agreements or arrangements
of any character under which
the Company or any of its
Subsidiaries is or may be obligated
to issue any equity securities
of any kind and except
as contemplated by this Agreement, neither
the Company nor any of its Subsidiaries
is currently in negotiations
for the issuance of any equity securities
of any kind.


 


The
issuance and sale of the Securities hereunder
will not obligate the Company
to issue shares of Common
Stock or other securities to any
other Person (other than the Investor)
and will not result in the adjustment
of the exercise, conversion, exchange
or reset price of any
outstanding security.


 


The
Company does not have
outstanding stockholder purchase rights or “poison pill” or any
similar arrangement in effect giving any
Person the right to purchase any equity
interest in the Company upon the occurrence
of certain events.


 


4.4              
Valid Issuance. The issued Securities
have been duly and validly authorized and, when issued
and paid for pursuant to this
Agreement, shall be free and clear of
all encumbrances and restrictions (other than
those created by the Investor), except
for restrictions on transfer
set forth in the Transaction Documents
or imposed by applicable securities laws. Upon
the due conversion of the Debenture,
the Converted Shares will be validly
issued, fully paid and non-assessable free and
clear of all encumbrances and restrictions,
except for restrictions on transfer
set forth in the Transaction Documents
or imposed by applicable securities
laws and except for those created by the Investor.
The Company has reserved a




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sufficient
number of shares
of Common
Stock for issuance upon the exercise
of the Debenture, free and clear
of all encumbrances and restrictions,
except for restrictions on transfer
set forth in the Transaction
Documents or imposed by applicable securities
laws and except for those created by the Investor.


 


4.5             
Consents. The execution, delivery and
performance by the Company of the Transaction
Documents, and the offer, issuance and sale of the Securities
require no consent of, action
by or in respect of, or filing with,
any Person, governmental body, agency,
or official other than filings that have been
made pursuant to applicable state securities laws, and post-sale filings pursuant
to applicable state and federal securities laws which the Company
undertakes to file within the applicable
time periods. Subject to the accuracy
of the representations and warranties of the Investor
set forth in Section 5 hereof,
the Company has taken all action necessary to exempt (i) the issuance
and sale of the Securities, (ii) the issuance
of the Shares upon due conversion
of the Debenture, and (iii) the other transactions
contemplated by the Transaction Documents from the provisions
of any shareholder rights plan
or other “poison pill” arrangement,
any anti-takeover, business combination or control share law or statute
binding on the Company or to which the
Company or any of its assets
and properties may be subject and any
provision of the Company’s Articles of Incorporation
or By-laws that is or could reasonably
be expected to become applicable
to the Investor as a result of the transactions
contemplated hereby, including without limitation, the issuance of the Securities
and the ownership, disposition or voting of the Securities
by the Investor or the exercise of any
right granted to the Investor pursuant
to this Agreement or the other Transaction
Documents.


 


4.6             
Delivery of SEC Filings; Business.
The Company has made available or
shall make available, within twenty calendar days from the execution
of this Agreement, to the Investor
through the EDGAR system, true and complete
copies of the Company’s most recent Annual Report on Form
10-K for its last fiscal year (the
“10-K”), and all other reports filed by the Company
pursuant to the 1934 Act since the filing of the 10-K
and prior to the date hereof (collectively,
the “SEC Filings”). The SEC
Filings are the only filings required of the Company pursuant to the 1934
Act for such period. The Company
and its Subsidiaries are engaged
in all material respects only in the business
described in the SEC Filings and the SEC
Filings contain a complete and accurate description in all
material respects of the business
of the Company and its Subsidiaries, taken
as a whole.


 


4.7             
Use of Proceeds.
The net proceeds of the sale
of the Note
hereunder shall be used by the Company
for working capital and general
corporate purposes. The Company agrees
that it shall not use the funds
from this Agreement, at
any time, to lend money, give credit
or make advances to any officers, directors,
employees, subsidiaries and affiliates
of the Company.


 


4.8             
No Conflict, Breach, Violation or Default.
The execution, delivery and performance of the Transaction
Documents by the Company and the
issuance and sale of the Securities will
not conflict with or result in a breach
or violation of any of the terms
and provisions of, or constitute a default
under (i) the Company’s Articles
of Incorporation or the Company’s Bylaws, both as
in effect on the date hereof (true and
complete copies of which have been made available to the Investor
through the EDGAR system), or (ii)(a)
any statute, rule,




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regulation
or order of any
governmental agency or body or any court, domestic or foreign, having
jurisdiction over the Company, any Subsidiary or any
of their respective assets
or properties, or (b) any agreement
or instrument to which the Company
or any Subsidiary is a party or by which
the Company or a Subsidiary is
bound or to which any of their respective assets
or properties is subject.


 


4.9             
Brokers and Finders. No Person will have, as a result
of the transactions contemplated by the Transaction
Documents, any valid right, interest or claim against or upon the Company,
any Subsidiary or an Investor for
any commission, fee or other
compensation pursuant to any agreement, arrangement or understanding
entered into by or on behalf of the Company.


 


4.10         
No Directed Selling Efforts or General
Solicitation. Neither the Company
nor any Person acting on its behalf
has conducted any general solicitation or general advertising (as those
terms are used in Regulation
D) in connection with the offer
or sale of any of
the Securities.


 


4.11         
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 of any Company security
or solicited any offers to buy any security,
under circumstances that would adversely affect reliance by the Company on
Section 4(2) for the exemption from
registration for the transactions contemplated
hereby or would require registration of
the Securities under the 1933 Act.


 


4.12         
Private Placement. The offer
and sale of the Securities to the Investor
as contemplated hereby is exempt from the registration
requirements of the 1933 Act.


 


5.                 
Representations and Warranties of the Investor.
The Investor hereby represents and warrants to the Company
that:


 


5.1             
Organization and Existence. Such Investor is a validly
existing corporation, limited partnership
or limited liability company and has all requisite corporate, partnership
or limited liability company power and
authority to invest in the Securities pursuant
to this Agreement.


 


5.2             
Authorization. The execution, delivery
and performance by such Investor of the Transaction
Documents to which such Investor is a party have
been duly authorized and will each constitute the valid
and legally binding obligation of such
Investor, enforceable against such Investor in accordance with their respective
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability, relating to or affecting creditors’ rights generally.


 


5.3             
Purchase Entirely for Own Account.
The Securities to be received
by such Investor hereunder will be acquired
for such Investor’s own account,
not as nominee or agent,
and not with a view to the resale
or distribution of any part thereof
in violation of the 1933 Act, and such
Investor has no present intention of selling,
granting any participation in, or




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otherwise
distributing the same
in violation of the 1933 Act without
prejudice, however, to such Investor’s right at
all times to sell or otherwise
dispose of all or any
part of such Securities in compliance
with applicable federal and state securities laws. Nothing contained herein shall be deemed
a representation or warranty
by such Investor to hold the Securities
for any period of time.
Such Investor is not a broker-dealer registered with the SEC under
the 1934 Act or an entity engaged in
a business that would require it to be so
registered.


 


5.4             
Investment Experience. Such Investor acknowledges that it can
bear the economic risk and complete loss of its investment
in the Securities and has such knowledge and experience in financial
or business matters that it is capable
of evaluating the merits and risks
of the investment contemplated hereby.


 


5.5             
Disclosure of Information.
Such Investor has had an opportunity to receive all information related
to the Company requested by it and
to ask questions of and
receive answers from the Company regarding the
Company, its business and the
terms and conditions of the offering
of the Securities. Such Investor acknowledges receipt of copies
of the SEC Filings. Neither such inquiries nor any
other due diligence investigation conducted
by such Investor shall modify, amend
or affect such Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement.


 


5.6             
Restricted Securities. Such Investor understands that the Securities
are characterized as “restricted securities” under the U.S. federal
securities laws inasmuch as they are being acquired from the Company
in a transaction not involving
a public offering and that under such laws and applicable regulations such securities may
be resold without registration under the 1933 Act
only in certain limited circumstances.


 


5.7             
Legends. It is understood that, except
as provided below, certificates evidencing the Securities
may bear the following or any similar
legend:


 


(a)              
“The securities
represented hereby may not be transferred unless


(i)
such securities have been registered for sale
pursuant to the Securities Act of
1933, as amended, (ii) such securities may be sold
pursuant to Rule 144(i), or (iii)
the Company has received an opinion of
counsel reasonably satisfactory to it that
such transfer may lawfully be made without registration under the Securities
Act of 1933 or qualification under applicable state securities laws.”


 


(b)              
If required by the authorities
of any state in connection with
the issuance of sale of the Securities,
the legend required by such state authority.


 


5.8             
Accredited Investor. Such Investor is an
accredited investor as defined in Rule 501(a) of Regulation
D, as amended, under the 1933 Act.


 


5.9             
No General Solicitation. Such Investor did
not learn of the investment in
the Securities as a result of
any public advertising or general
solicitation.




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5.10         
Brokers and Finders. No Person will have, as a result
of the transactions contemplated by the Transaction
Documents, any valid right, interest or claim against or upon the Company,
any Subsidiary or an Investor for
any commission, fee or other
compensation pursuant to any agreement, arrangement or understanding
entered into by or on behalf of such
Investor.


 


		6.	Conditions
                                         to
                                         Closing.



 


6.1             
Conditions to the Investor’s
Obligations. The obligation
of the Investor to purchase the Note
at Closing is subject to the fulfillment
to such Investor’s satisfaction, on or prior to the Closing
Date, of the following conditions, any of which
may be waived by the Investor:


 


(a)              
The representations
and warranties made by the Company
in Section 4 hereof qualified as to
materiality shall be true and correct at all
times prior to and on the Closing Date,
except to the extent any
such representation or warranty expressly
speaks as of an earlier date,
in which case such
representation or warranty shall be true
and correct as of such earlier date, and, the representations
and warranties made by the Company
in Section 4 hereof not qualified
as to materiality shall be true and
correct in all material respects at all
times prior to and
on the Closing Date, except to
the extent any such representation or
warranty expressly speaks
as of an earlier date, in which
case such representation or warranty
shall be true and correct in all material
respects as of such earlier date.
The Company shall have performed in all material
respects all obligations and conditions herein required to be performed or
observed by it on or prior to the Closing
Date.


 


(b)              
The Company
shall have obtained any and all consents, permits,
approvals, registrations and waivers necessary or appropriate for consummation
of the purchase and sale of the Securities,
and the consummation of the other transactions
contemplated by the Transaction Documents, all of which
shall be in full force and effect.


 


(c)              
No judgment, writ,
order, injunction,
award or decree
of or by any court, or judge, justice
or magistrate, including any bankruptcy court or
judge, or any
order of or by any governmental authority, shall have been issued,
and no action or proceeding
shall have been instituted by any governmental authority, enjoining or preventing
the consummation of the transactions
contemplated hereby or in the other Transaction
Documents.


 


(d)              
The Company
shall have executed and delivered
the Convertible Note and supporting documentation.


 


(e)              
The Company
shall have executed and delivered
the Irrevocable Transfer Agent Instructions.


 


(f)               
No stop order
or suspension of trading shall have been imposed
by the public markets on which
the Company’s common stock is traded
or quoted, the SEC or any
other governmental or regulatory body with
respect to public trading in the Common Stock.




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6.2             
Conditions to Obligations of
the Company. The Company's
obligation to sell and issue the
Note at Closing is subject to the fulfillment
to the satisfaction of the Company
on or prior to the Closing Date of the following conditions,
any of which may be waived by
the Company:


 


(a)              
The representations
and warranties made by the Investor in Section
5 hereof, other than the representations
and warranties contained in Sections 5.3, 5.4,
5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment
Representations”), shall be true and correct in all
material respects when made, and shall be true and correct in all
material respects on the Closing Date with the same
force and effect as if they had been
made on and as of said date.
The Investment Representations shall be true and
correct in all respects when made, and
shall be true and correct in all respects
on the Closing Date with the same
force and effect as if they had been made
on and as of said date. The Investor
shall have performed in all material respects all obligations and conditions herein
required to be performed or observed
by them on or prior
to the Closing Date.


 


(b)              
The Investor
shall have delivered the Purchase Price to the Company
in accordance with the schedule outlined
herein.


 


 


		6.3	Termination
                                         of Obligations
                                         to Effect Closing; Effects.



 


(a)              
The obligations
of the Company, on the one hand, and
the Investor, on the other hand,
to effect the Closing shall terminate
as follows:


 








(i)                
Upon the
mutual written consent of the Company
and the Investor;


 


(ii)             
By the
Company if any of the conditions
set forth in Section
6.2 shall have become incapable of fulfillment,
and shall not have been waived by the Company;


 


		(iii)	By
                                         the
                                         Investor if any
                                         of the conditions set
                                         forth in Section



6.1
shall have become incapable of fulfillment,
and shall not have
been waived by the Investor; orprovided, however,
that, except in the case of clause
(i) above, the party seeking
to terminate its obligation to effect
the Closing shall not then be
in breach of any of its representations,
warranties, covenants or agreements contained in this Agreement
or the other Transaction Documents if such
breach has resulted in the circumstances giving rise
to such party’s seeking to terminate
its obligation to effect the
Closing.


 


		7.	Survival
                                         and Indemnification.



 


7.1     
Survival. The representations, warranties,
covenants and agreements contained in this Agreement shall survive the Closing
of the transactions contemplated by this Agreement.




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7.2  
Indemnification. The Company agrees
to indemnify and hold harmless each
Investor and its Affiliates and their
respective directors, officers, employees and agents from and against any and all
losses, claims, damages, liabilities
and expenses (including without limitation
reasonable attorney fees and disbursements and other expenses incurred in connection
with investigating, preparing or defending any action, claim
or proceeding, pending or threatened
and the costs of enforcement
thereof) (collectively, “Losses”)
to which such Person may become subject as a result
of any breach of representation,
warranty, covenant or agreement made by or to be performed
on the part of the Company under the Transaction
Documents, and will reimburse any such Person for all such amounts as they are
incurred by such Person.


 


7.3
Conduct of Indemnification
Proceedings. Promptly after
receipt by any Person (the “Indemnified
Person”) of notice of any demand,
claim or circumstances which would or might give rise
to a claim or the commencement
of any action, proceeding or investigation
in respect of which indemnity may
be sought pursuant to Section 7.2, such
Indemnified Person shall promptly notify the Company
in writing and the Company shall
assume the defense thereof, including
the employment of counsel reasonably satisfactory
to such Indemnified Person, and shall
assume the payment of all
fees and expenses; provided, however,that
the failure of any Indemnified
Person so to notify the Company
shall not relieve the Company
of its obligations hereunder except to
the extent that the Company
is materially prejudiced by such
failure to notify. In any such proceeding,
any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such
counsel shall be at the expense
of such Indemnified Person unless: (i) the
Company and the Indemnified Person
shall have mutually agreed to the retention
of such counsel; or (ii) in the
reasonable judgment of counsel to such
Indemnified Person representation
of both parties by the same counsel would
be inappropriate due to actual or potential
differing interests between them. The Company shall not be liable
for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably
withheld, but if settled with such consent,
or if there be a final judgment
for the plaintiff, the Company shall indemnify
and hold harmless such Indemnified Person
from and against any loss or liability
(to the extent stated above)
by reason of such settlement
or judgment. Without the prior written consent
of the Indemnified Person, which consent shall not be unreasonably
withheld, the Company shall not
affect any settlement of any pending
or threatened proceeding in respect
of which any Indemnified Person
is or could have been a party
and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release
of such Indemnified Person from all
liability arising out of such proceeding.


 


		8.	Miscellaneous.



 


8.1             
Successors and Assigns.
This Agreement may not be assigned
by a party hereto without the prior
written consent of the Company or the Investor,
as applicable, provided, however, that an Investor may assign
its rights and delegate its duties
hereunder in whole or in part to an
Affiliate or to a third party acquiring
some or all of its Securities
in a private transaction without the prior
written consent of the Company, after
notice duly given by such Investor
to the Company. The provisions of this
Agreement shall inure to the benefit
of and be binding upon the respective permitted
successors and assigns of the parties.
Nothing in this Agreement, express
or implied, is intended to confer
upon any party other than the parties
hereto




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or
their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement,
except as expressly provided in
this Agreement.


 


8.2             
Counterparts; This Agreement may
be executed in two or
more counterparts, each of which shall
be deemed an original, but all
of which together shall constitute one
and the same instrument. This Agreement
may also be executed via facsimile,
which shall be deemed an original.


 


8.3             
Titles and Subtitles. The titles
and subtitles used in this Agreement are used
for convenience only and are
not to be considered in construing or
interpreting this Agreement.


 


8.4             
Notices. Unless otherwise provided, any
notice required or permitted under
this Agreement shall be given in writing
and shall be deemed effectively given
as hereinafter described (i) if given
by personal delivery, then such notice
shall be deemed given upon such delivery,
(ii) if given by fax,
then such notice shall be deemed given
upon receipt of confirmation of complete
transmittal, (iii) if given by mail,
then such notice shall be deemed given upon the earlier
of (A) receipt of such
notice by the recipient or (B)
three days after such
notice is deposited in first class mail,
postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then
such notice shall be deemed given one business
day after delivery to such carrier. All notices shall be addressed
to the party to be notified at the address
as follows, or at such other address as such party may designate by ten
days’ advance written notice to the other party:


 


If
to the Company:


 


____________________ 


____________________


 


Attn:


Fax:



Tel:


 





 


If
to the Investor:


 


GHS
Investments, LLC


420
Jericho Turnpike, Suite 207


Jericho,
NY 11753





 


8.5             
Expenses. The parties hereto shall pay
their own costs and expenses in connection herewith. In the event
that legal proceedings are commenced by any
party to this Agreement against another party to this
Agreement in connection with
this Agreement or the other
Transaction Documents, the party or parties
which do not prevail in such proceedings
shall severally, but not jointly, pay their pro rata share
of the reasonable attorneys’ fees and other




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reasonable
out-of-pocket costs and expenses incurred by the
prevailing party in such proceedings.


 


8.6             
Amendments and Waivers. Any term of
this Agreement may be amended and
the observance of any term of this Agreement
may be waived (either generally or
in a particular instance and either retroactively or prospectively),
only with the written consent
of the Company and the Investor. Any amendment
or waiver effected in accordance with
this paragraph shall be binding upon each
holder of any Securities purchased under
this Agreement at the time outstanding,
each future holder of all such Securities, and the Company.


 


8.7             
Severability. Any provision of this Agreement
that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition
or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted
as if it were written so as
to be enforceable to the maximum
extent permitted by applicable
law, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable
law, the parties hereby waive any provision of law
which renders any provision hereof prohibited or
unenforceable in any respect.


 


8.8             
Entire Agreement. This Agreement,
including the Exhibits and the Disclosure
Schedules, and the other Transaction Documents
constitute the entire agreement among the parties
hereof with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings,
both oral and written, between the parties
with respect to the subject matter hereof and thereof.


 


8.9             
Further Assurances. The parties
shall execute and deliver all such
further instruments and documents and take all such other actions as may reasonably
be required to carry out the transactions contemplated hereby and
to evidence the fulfillment of
the agreements herein contained.


 


8.10         
Governing Law; Consent
to Jurisdiction; Waiver of Jury
Trial. This Agreement shall
be governed by, and
construed in accordance with, the internal
laws of the State of Nevada, without
regard to principles of conflicts
of law. Each of the parties hereto irrevocably
submit to the exclusive jurisdiction
of the state and federal courts sitting
in New York City, New York over
any action or proceeding arising out of or
relating to this Agreement and
the parties hereto hereby irrevocably agree that
all claims in respect of such
action or proceeding may be heard and
determined in such court. The parties
hereto agree that a final judgment
in any such action or proceeding shall
be conclusive and may be enforced in
other jurisdictions by suit on the judgment
or in any other manner provided by law.
The parties hereto further waive any
objection to venue in the State
of New York and
any objection to an action or proceeding
in the State of New York on the
basis of forum non conveniens.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties have executed
this Agreement or caused their
duly authorized officers to execute this
Agreement as of the date first
above written.


 


	The
    Company:	Rich
                                         Pharmaceuticals, Inc.

         

         

         

        By:
        /s/ Ben Chang

        Name:
        Ben Chang

        Title:
        CEO

	 	 
	The
    Investor:	GHS
                                         Investments, LLC.

         

         

         

        By:
        /s/ Sarfraz Hajee

        Member





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Disclosure
Schedules/ Exhibits









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