NEITHER
THE ISSUANCE AND
SALE OF THE
SECURITIES REPRESENTED BY THIS NOTE NOR
THE SECURITIES INTO WHICH THESE SECURITIES
ARE CONVERTIBLE 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 PURSUANTTORULE144ORRULE144AUNDERSAIDACT.
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.


 


 


Principal
Amount: Up to $56,500


Date:
March 15, 2018


 


PROMISSORY
NOTE


 


Rich
Pharmaceuticals, Inc.,
(hereinafter
called the “Company”),
hereby promises
to pay to the order of GHS Investments,
LLC, a Nevada
Limited Liability Company, or its
registered assigns (the “Holder”)
the sum of up to $56,500 on the "Maturity
Date", as defined below, together with any interest
as set forth herein, and to pay
interest on the unpaid principal balance
hereof at the rate of ten percent (10%)
(the “Interest Rate”) per
annum from the date hereof (the “Issue
Date”) until the same becomes
due and payable, whether at maturity or upon acceleration
or by prepayment or otherwise.


 


 


This
Note is being issued
with a ten percent (10%) original issuance
discount and with an initial


$1,500
being withheld by the Holder to offset
transaction costs. Holder shall only retain
beneficial ownership over those amounts (and corresponding interest(s)) which Holder
has actually funded in accordance with the schedule
outlined in the Securities Purchase Agreement of same
Date. The Maturity Date for each
funded Tranche shall be nine (9)
calendar months from the date
the funds are received by the Company.


 


This
Note may not be prepaid in whole
or in part except as
otherwise explicitly set forth herein. Following any Event of
Default, all amounts owing pursuant to this Note
shall bear interest at the lower
of (a) the rate of twenty percent (20%)
per annum from the due date thereof
until the same is paid or (b) the maximum
rate allowed by law (“Default Interest”). Interest shall be computed
on the basis of a 365-day year
and the actual number of days
elapsed. All payments due hereunder
(to the extent not converted into
common stock) shall be made in lawful
money of the United States of
America.


 


All
payments shall be made
at such address as the Holder shall hereafter
give to the Company by written notice
made in accordance with the provisions
of this Note. Whenever any amount
expressed to be due by the terms of this Note
is due on any day which
is not a business day, the same shall
instead be due on the next succeeding
day which is a business day and, in the case
of any interest payment date
which is not the date
on which this Note is paid
in full, the extension




    	 	1	 



    	 	 	 



    

of
the due date thereof shall not be taken
into account for purposes of determining
the amount of interest due on such
date. As used in this Note,
the term “business day” shall mean any day
other than a Saturday, Sunday or a day on which
commercial banks in the city of New
York, New York are authorized
or required by law or executive
order to remain closed.


Each
capitalized term used
herein, and not otherwise
defined, shall have the meaning ascribed thereto in the supporting
documents of same date (attached
hereto).


 


This
Note is 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.


 


The
following terms shall apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1             
Conversion Right. The Holder shall have
the right and at any time following
execution of this Note, to convert
all or any part of
the outstanding and unpaid principal
amount of this Note into fully paid
and non- assessable shares of Common
Stock, as such Common Stock exists on the Issue
Date, or any
shares of capital stock or
other securities of the Company
into which such Common Stock shall hereafter
be changed or reclassified at
the conversion price (the “Conversion
Price”) determined as provided herein (a “Conversion”);
provided, however, that in no event
shall the Holder be entitled to
convert any portion of
this Note in excess of that
portion of this Note upon conversion
of which the sum of
(1) the number of shares of Common
Stock beneficially owned by the Holder and
its affiliates (other than shares
of Common Stock which may be deemed
beneficially owned through the ownership
of the unconverted portion of the Notes
or the unexercised or unconverted
portion of any other security of
the Company subject to a limitation
on conversion or
exercise analogous to the limitations
contained herein) and (2) the number of shares of Common
Stock issuable upon the conversion of the portion
of this Note
with respect to which the determination
of this proviso is being
made, would result in beneficial
ownership by the Holder and its
affiliates of more
than 4.99% of the outstanding shares of
Common Stock. For purposes of
the proviso to the immediately preceding sentence,
beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange
Act”), and Regulations 13D-G thereunder. The number
of shares of Common Stock to
be issued upon each conversion of this
Note shall be determined by dividing
the Conversion Amount (as defined below)
by the applicable Conversion Price then in
effect on the date specified
in the notice of conversion, (the “Notice
of Conversion”), delivered
to the Company by the Holder in accordance
with the Sections below; provided that the Notice
of Conversion is submitted by
facsimile or e-mail
(or by other means
resulting in, or reasonably expected
to result in, notice) to the
Company before 6:00 p.m.,
New York, New York time on such conversion date (the “Conversion
Date”).


 


The
number of shares
of Common Stock to be issued upon
each conversion of this Note shall be
determined by dividing the Conversion Amount
(as defined below) by the applicable
Conversion Price then in effect
on the date specified in the notice
of conversion, (the “Notice
of Conversion”), delivered to the
Company by the Holder in accordance
with the Sections below.


 


 


The
term “Conversion Amount” means, with respect to any
conversion of this Note,
the sum of (1) the principal amount of this Note
to be converted in such conversion plus
(2) at the





    	 	2	 



    	 	 	 



    

Company’s
option, accrued
and unpaid interest, if any, on
such principal amount at the interest
rates provided in this Note
to the Conversion Date,
plus (3) at the Company’s
option, Default Interest, if any,
on the amounts referred to in the immediately
preceding clauses (1) and/or (2) plus
(4) at the Holder’s option,
any amounts owed to the Holder.


 


		1.2	Conversion
                                         Price.



 


(a)              
Calculation
of Conversion Price.Holder,
at its discretion, shall have the right to convert
this Note in its entirety or
in part(s) into common stock of the
Company valued at a forty percent (40%)
discount off of
the lowest intra-day trading price
for the Company’s common stock
during the ten (10) trading days immediately preceding a conversion
date, as reported by Quotestream Media.


 


If
at any time after the execution
of this Note, the Company experiences
a "DTC Chill," the Conversion
Price Discount shall be increased by
five percent (5%). If at any time following
the execution of this Note, the Company
becomes ineligible to participate in the DTC's
"DWAC" system, the Conversion
Price Discount will be increased
by five percent (5%). Following any Event of Default,
the Conversion Price discount shall
be permanently increased by ten percent (10%).


 


 


1.3             
Authorized Shares.
The Company covenants that
during the period the conversion right exists
the Company will reserve from its
authorized and unissued Common Stock a sufficient
number of shares, free from preemptive
rights, to provide for the issuance
of Common Stock upon the full conversion
of this Note. The Company is
required at all times to have
authorized and reserved three
times the number of shares
that is actually issuable upon full conversion of the Note
(based on the Conversion Price of the Notes
in effect from time to time)(the “Reserved
Amount”). The Reserved Amount shall be increased
from time to time in accordance with the Company’s
obligations.


 


The
Company represents that upon issuance,
such shares will be duly and validly issued,
fully paid and non-assessable.
In addition, if
the Company shall issue
any securities or make any change
to its capital structure which would change
the number of shares of
Common Stock into which the Notes
shall be convertible at the then current
Conversion Price, the Company shall at the same
time make proper provision so that thereafter
there shall be a sufficient number
of shares of Common Stock authorized and reserved,
free from preemptive rights, for
conversion of the outstanding Notes.


 


The
Company (i) acknowledges that
it will irrevocably instruct
its transfer agent to issue
certificates for the Common Stock issuable
upon conversion of this Note,
and (ii) agrees that its issuance of this
Note shall constitute full authority
to its officers and agents who are
charged with the duty of executing
stock certificates to execute and
issue the necessary certificates for
shares of Common Stock in accordance
with the terms and conditions of this Note.


 


If,
at any time
the Company does not maintain
the Reserved Amount it will
be considered an Event of Default as
defined in this Note.


 


		1.4	Method
                                         of
                                         Conversion.



 


(a)              
Mechanics
of Conversion.
This Note may be converted by
the




    	 	3	 



    	 	 	 



    

Holder,
in whole or
in part, at any time following
execution by submitting to the Company
a Notice of Conversion (by
facsimile, e-mail or other reasonable
means of communication dispatched on
the Conversion Date prior to 6:00 p.m.,
New York, New York time).


 


(b)              
Surrender
of Note Upon Conversion.
Notwithstanding anything to the contrary set forth herein,
upon conversion of this Note
in accordance with the terms
hereof, the Holder shall not be required
to physically surrender this Note
to the Company unless the entire unpaid principal
amount of this Note is so
converted. The Holder and the
Company shall maintain records showing
the principal amount so converted
and the dates of such conversions
or shall use such other method, reasonably satisfactory
to the Holder and the Company, so
as not to require physical surrender
of this Note upon each such
conversion. In the event
of any dispute or discrepancy,
such records of the Holder shall, prima
facie, be controlling and
determinative in the absence of manifest
error. The Holder and any assignee,
by acceptance of this Note, acknowledge and
agree that, by reason
of the provisions of this paragraph,
following conversion of a portion
of this Note, the unpaid and
unconverted principal amount of this Note
represented by this Note may be less
than the amount stated on the face hereof.


 


(c)              
Payment
of Taxes.
The Company shall not be required
to pay any tax which may be payable
in respect of any transfer
involved in the issue and delivery
of shares of Common Stock or
other securities or
property on conversion of
this Note in a name other than
that of the Holder
(or in street name), and the Company
shall not be required to issue
or deliver any such shares or other securities
or property unless and until
the person or persons (other
than the Holder or the custodian
in whose street name
such shares are to be held for the Holder’s
account) requesting the issuance thereof
shall have paid to the Company
the amount of any such tax or
shall have established to the satisfaction
of the Company that such tax has been paid.


 


(d)              
Delivery of Common
Stock Upon Conversion. Upon receipt by
the Company from the Holder of
a facsimile transmission or e-mail
(or other reasonable means of communication)
of a Notice of Conversion meeting
the requirements for conversion as provided
in this Section, the Company shall
issue and deliver or cause
to be issued and delivered to
or upon the order of the Holder certificates
for the Common Stock issuable upon such
conversion within three (3) business days after such receipt (the “Deadline”)
(and, solely in the case of conversion of the entire
unpaid principal amount hereof, surrender
of this Note) in accordance with
the terms hereof and the Purchase Agreement.


 


Within
Five (5)
business days of having received common
stock pursuant to a Notice of Conversion
and prior to having traded any shares from that specific conversion, Holder may elect
to rescind the Notice of Conversion
and return the shares, at Holder's
expense, to the Company's Transfer Agent.
In the event of such rescission, the
principal amount outstanding under this Note
shall be adjusted to include
the Conversion Amount which was deducted
from the Note as part of the rescinded Notice
of Conversion.


 


(e)              
Obligation
of Company
to Deliver Common Stock.
Upon receipt by the Company of a Notice
of Conversion, the Holder
shall be deemed to be the holder of record of
the Common Stock issuable upon such
conversion, the outstanding principal amount and the amount
of accrued and unpaid interest on
this Note shall be reduced to reflect
such conversion, and, unless the
Company defaults on its obligations
under this Article I,
all rights with respect to the
portion of this Note being so converted
shall forthwith terminate except
the right to receive the Common Stock
or other securities, cash or other
assets, as herein provided, on such
conversion. If the Holder shall
have given a Notice of Conversion as
provided herein, the Company’s
obligation to issue and
deliver the certificates for Common
Stock shall be




    	 	4	 



    	 	 	 



    

absolute
and unconditional, irrespective of the absence
of any action by
the Holder to enforce the same,
any waiver or consent
with respect to any provision thereof,
the recovery of any judgment against
any person or any
action to enforce the same, any
failure or delay in the enforcement of any
other obligation of the Company
to the holder of record, or any setoff,
counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder
of any obligation to the Company,
and irrespective of any other circumstance
which might otherwise limit such obligation
of the Company to the Holder
in connection with such conversion.
The Conversion Date specified in the Notice
of Conversion shall be the Conversion
Date so long as the Notice
of Conversion is received by
the Company before 6:00 p.m., New
York, New York time, on such date.


 


(f)               
Delivery of Common
Stock by Electronic Transfer.In
lieu of delivering physical certificates
representing the Common Stock issuable upon conversion,
provided the Company is participating
in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer (“FAST”) program,
upon request of the Holder and
its compliance with the provisions contained
in Section 1.1 and in this Section
1.4, the Company shall use its best
efforts to cause its transfer
agent to electronically transmit the Common
Stock issuable upon conversion
to the Holder by crediting the account
of Holder’s Broker with
DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(g)  
Failure to Deliver
Common Stock Prior to Deadline.
Without in any way limiting the
Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties
agree that if delivery of the Common
Stock issuable upon conversion of this Note
is not delivered by the Deadline
the Company shall pay to the Holder
$2,000 per day in cash,
for each day beyond
the Deadline that the Company
fails to deliver such Common Stock. Such cash
amount shall be paid to Holder
by the fifth day of the month
following the month in which it has accrued
or, at the option of the Holder
(by written notice to the Company
by the first day of the month following
the month in which it has accrued),
shall be added to the principal amount
of this Note, in which event
interest shall accrue thereon in accordance
with the terms of this Note and such additional principal amount shall be
convertible into Common Stock in accordance
with the terms of this Note. The Company agrees
that the right to convert is a valuable
right to the Holder. The damages resulting
from a failure, attempt to frustrate,
interference with such conversion right are difficult
if not impossible to qualify.Accordingly
the parties acknowledge that the liquidated
damages provision contained in this Section are
justified. Any delay
or failure of performance by the Company
hereunder shall be excused if and to
the extent caused by Force Majeure.
For purposes of this agreement,
Force Majeure shall mean a cause or
event that is not reasonably foreseeable and
not caused by the Company, including
acts of God, fires, floods,
explosions, riots wars, hurricanes, etc.


 


1.5             
Concerning the Shares.
The shares of Common Stock issuable
upon conversion of this Note
may not be sold or transferred unless
(i) such shares are sold
pursuant to an effective registration statement under
the Act or (ii) the Company or
its transfer agent shall have been furnished
with an opinion of counsel (which opinion shall
be in form, substance and scope customary for
opinions of counsel in comparable transactions)
to the effect that the shares
to be sold or transferred may
be sold or transferred pursuant
to an exemption from such registration or (iii) such
shares are sold or transferred
pursuant to Rule 144 under the
Act (or a successor
rule) (“Rule 144”) or (iv) such
shares are transferred to an “affiliate”
(as defined in Rule 144) of the
Company who agrees to sell or otherwise
transfer the shares only in accordance
with this Section 1.5 and who is an
Accredited Investor. Except as otherwise
provided herein (and subject
to the removal provisions set forth
below), until such time as the
shares of Common




    	 	5	 



    	 	 	 



    

Stock
issuable upon conversion
of this Note have been registered under the Act
or otherwise may be sold
pursuant to Rule 144 without any restriction
as to the number of securities
as of a particular date that can then be immediately
sold, each certificate for shares of Common
Stock issuable upon conversion of this Note
that has not been so included
in an effective registration statement or that
has not been sold pursuant to an effective
registration statement or an exemption that permits removal
of the legend, shall bear
a legend substantially in the following form,
as appropriate:


 


“NEITHERTHEISSUANCEANDSALEOFTHESECURITIES
REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES
INTO WHICHTHESESECURITIESAREEXERCISABLEHAVEBEEN
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 THEHOLDER),INAGENERALLYACCEPTABLEFORM,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 to the Holder
a new certificate therefore
free of any transfer legend if
(i) the Company or its transfer agent shall
have received 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 Common
Stock may be made without registration under the Act,
which opinion shall be accepted
by the Company so that the sale
or transfer is effected or (ii) in the
case of the Common Stock issuable upon conversion
of this Note, such security is
registered for sale by the Holder
under an effective registration statement filed under
the Act or otherwise may
be sold pursuant to Rule 144
without any restriction
as to the number of securities as
of a particular date that can then be immediately sold.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, at the Deadline,
it will be considered an Event
of Default pursuant to this note.


 


		1.6	Effect
                                         of
                                         Certain Events.



 


(a)              
Effect
of Merger, Consolidation,
Etc. At
the option of the Holder, the sale,
conveyance or disposition of all
or substantially all of the assets of the Company, the effectuation
by the Company of a transaction or series of related transactions in which
more than 50% of the voting power of the Company is disposed
of, or the consolidation, merger or other
business combination of the Company with or into any
other Person (as defined below) or Persons
when the Company is not the survivor shall either:
(i) be deemed to be an Event
of Default (as defined in Article
III) pursuant to which the Company shall
be required to pay to the Holder
upon the consummation of and as a condition to such
transaction an amount equal to the Default Amount (as defined
in Article III) or (ii) be treated
pursuant to Section 1.6(b) hereof. “Person”
shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity
or organization.




    	 	6	 



    	 	 	 



    

(b)               
Adjustment Due
to Merger,
Consolidation, Etc.
If, at any
time when this Note is issued
and outstanding and prior to conversion
of all of the Notes, there shall
be any merger, consolidation, exchange
of shares, recapitalization, reorganization,
or other similar event,
as a result of which
shares of Common Stock of
the Company shall be changed
into the same or a different number
of shares of another class or
classes of stock or
securities of the Company or another
entity, or in case of any sale
or conveyance of all or
substantially all of the assets
of the Company other than in connection
with a plan of complete liquidation
of the Company, then
the Holder of this Note shall thereafter
have the right to receive upon conversion
of this Note, upon the basis and
upon the terms and conditions specified herein and in lieu
of the shares of Common Stock
immediately theretofore issuable upon conversion,
such stock, securities or assets which
the Holder would have been entitled to receive
in such transaction had this Note been
converted in full immediately prior to such
transaction (without regard to any
limitations on conversion set
forth herein), and
in any such case appropriate provisions
shall be made with respect to the rights and
interests of the Holder of this Note
to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Conversion
Price and of the number of
shares issuable upon conversion
of the Note) shall thereafter be applicable,
as nearly as may be practicable in relation
to any securities or assets
thereafter deliverable upon the conversion
hereof. The Company shall not affect
any transaction described in this Section 1.6(b) unless
(a) it first gives, to the extent
practicable, thirty (30) days prior
written notice (but in any event at least fifteen (15) days prior written notice)
of the record date of the special meeting
of shareholders to approve, or
if there is no such record date,
the consummation of, such
merger, consolidation, exchange of shares, recapitalization, reorganization
or other similar event
or sale of assets (during which
time the Holder shall be entitled
to convert this Note) and (b) the resulting
successor or acquiring entity (if
not the Company) assumes by written instrument
the obligations of this Section
1.6(b). The above provisions shall similarly
apply to successive consolidations, mergers,
sales, transfers or share
exchanges.


(c)         
Adjustment Due
to Distribution.
If the Company
shall declare
or make
any distribution of its
assets (or rights
to acquire
its assets) to holders
of Common
Stock as a dividend,
stock repurchase, by
way of return
of capital
or otherwise
(including any
dividend or
distribution
to the Company’s shareholders
in cash or
shares (or
rights to
acquire shares)
of capital
stock of a subsidiary
(i.e., a spin-off))
(a “Distribution”),
then the Holder
of this Note
shall be entitled, upon
any conversion
of this
Note after
the date of
record for
determining shareholders
entitled to such Distribution,
to receive the amount
of such
assets which would have been payable to
the Holder with respect
to the shares
of Common
Stock issuable
upon such
conversion had such Holder
been the
holder of
such shares of
Common Stock
on the record date
for the determination
of shareholders
entitled to such
Distribution.


 (d)              
Adjustment Due to Dilutive Issuance.If,
at any time when any Notes issued
under the Securities Purchase Agreement
of even date herewith are issued
and outstanding, the Company issues
or sells, or in accordance with
this Section 1.6(d) hereof is deemed to
have issued or sold,
any shares of Common Stock in connection
with a financing transaction based on a variable
price formula (the “Alternative Variable Price Formula”) that
is more favorable to the investor in such financing
transaction than the formula for
calculating the Conversion Price in
effect on the date of
such issuance (or deemed issuance)
of such shares of Common Stock (a “Dilutive
Issuance”), then immediately upon the Dilutive Issuance, the formula
for the Conversion Price will be adjusted
to match the Alternative Variable
Price Formula. If it is unclear
whether the Alternative Variable




    	 	7	 



    	 	 	 



    

Price
Formula is better or worse,
then Holder, in its sole discretion,
may elect at the time of such issuance
whether to switch to the Alternative
Variable Price Formula or not.


 


(e)              
Purchase
Rights.
If, at any time when
any Notes are issued and
outstanding, the Company issues any convertible
securities or rights to purchase stock,
warrants, securities or other property (the “Purchase Rights”)
pro rata to the record holders of
any class of Common Stock, then the
Holder of this Note will be entitled
to acquire, upon the terms applicable
to such Purchase Rights, the aggregate
Purchase Rights which such Holder could
have acquired if such Holder had held
the number of shares
of Common Stock acquirable upon
complete conversion of this Note (without
regard to any limitations on
conversion contained herein) immediately before the date
on which a record is taken for
the grant, issuance or sale of such
Purchase Rights or, if
no such record is taken, the date
as of which the record holders
of Common Stock are to be determined
for the grant, issue or sale
of such Purchase Rights.


 


(f)               
Notice of Adjustments.
Upon the occurrence of each adjustment
or readjustment of the Conversion Price as
a result of the events described
in this Section 1.6, the Company,
at its expense, shall promptly compute
such adjustment or readjustment and prepare
and furnish to the Holder of a certificate
setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment
or readjustment is based. The Company
shall, upon the written request at any
time of the Holder, furnish to
such Holder a like certificate setting
forth (i) such adjustment or readjustment,
(ii) the Conversion Price at the time in effect
and (iii) the number of shares
of Common Stock and the amount, if any,
of other securities or property
which at the time would be received
upon conversion of the Note.


 


1.7             
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 or property. The Investor is authorized
to make all filings the Investor, in its discretion,
deems necessary to evidence its
security interests.


 


1.8             
Status as Shareholder. Upon submission of
a Notice of Conversion by
a Holder, (i) the shares
covered thereby (other than the shares,
if any, which
cannot be issued because their issuance
would exceed such Holder’s allocated portion of the Reserved
Amount or Maximum Share Amount) shall
be deemed converted into shares
of Common Stock and (ii) the Holder’s
rights as a Holder of
such converted portion of this Note
shall cease and terminate,
excepting only the right to receive
certificates for such shares of
Common Stock and to any remedies provided
herein or otherwise available at
law or in equity to such Holder because
of a failure by the Company to
comply with the terms of this
Note. Notwithstanding the foregoing,
if a Holder has not received certificates
for all shares of Common Stock prior
to the tenth (10th) business day after
the expiration of the Deadline
with respect to a conversion of any portion
of this Note for any reason,
then (unless the Holder otherwise elects to retain
its status as a holder
of Common Stock by so notifying
the Company) the Holder shall regain
the rights of a Holder of this
Note with respect to such unconverted
portions of this Note and the Company
shall, as soon as practicable, return such
unconverted Note to the Holder or,
if the Note has not been surrendered, adjust
its records to reflect that such portion of this
Note has not been converted.
In all cases, the Holder
shall retain all of its rights and
remedies (including, without limitation, (i)




    	 	8	 



    	 	 	 



    

the
right to receive Conversion Default Payments pursuant to Section
1.3 to the extent required thereby
for such Conversion Default
and any subsequent Conversion Default and
(ii) the right to have the Conversion
Price with respect to subsequent
conversions determined in accordance with Section
1.3) for the Company’s failure
to convert this Note.


 


1.9             
Prepayment. Maker may prepay this Note,
in accordance with the following schedule:
If within 60 calendar
days from the execution of this Note,
120% of all outstanding principal and interest
due on each outstanding Note in one payment;
After 60 calendar days from the
execution of the note and within 120
days from execution, 130% of all
outstanding principal and interest due on each
outstanding Note in one payment. Between 121 and
180 days from the date of execution,
the Note may be prepaid for
135% of all outstanding amounts due on each
outstanding Note in one payment.


 





ARTICLE
II. CERTAIN COVENANTS


 


2.1             
Distributions on Capital Stock.
So long as the Company shall
have any obligation under
this Note, the Company shall
not without the Holder’s written
consent (a) pay, declare or set
apart for such payment,
any dividend or other
distribution (whether in cash, property or other
securities) on shares of capital
stock other than dividends on shares of Common
Stock solely in the form of additional
shares of Common Stock or (b)
directly or indirectly or through any
subsidiary make any other
payment or distribution in respect
of its capital stock except for distributions
pursuant to any shareholders’
rights plan which is approved by a majority
of the Company’s disinterested directors.


 


2.2             
Restriction on Stock Repurchases.
So long as the Company shall
have any obligation under this Note,
the Company shall not without
the Holder’s written consent redeem,
repurchase or otherwise acquire (whether
for cash or in exchange for property
or other securities or otherwise)
in any one transaction or series
of related transactions any shares
of capital stock of the Company
or any warrants, rights or options
to purchase or acquire any
such shares.


 


 


2.3             
Borrowings. So long as
the Issuer shall have any obligation
under this Note, the Issuer
shall not, without
providing the Holder
with written notice, create,
incur, assume guarantee, endorse,
contingently agree to purchase or otherwise
become liable upon the obligation of any person,
firm, partnership, joint venture or corporation,
except by the endorsement of negotiable
instruments for deposit or collection,
or suffer to exist


any
liability for borrowed
money, except (a) borrowings in
existence or committed on the date
hereof and of which the Issuer
has informed Holder in writing
prior to the date hereof, (b) indebtedness
to trade creditors or financial institutions
incurred in the ordinary course of business
or (c) borrowings, the proceeds
of which shall be used
to repay this Note.


 


 


2.4             
Sale of Assets.
So long as the Company shall
have any obligation under this Note,
the Company shall not, without
the Holder’s written consent, sell,
lease or otherwise dispose of any
significant portion of its assets outside
the ordinary course of business.Any
consent to the disposition of
any assets may
be conditioned on a specified use of the proceeds
of disposition.


 


		2.5	Advances
                                         and Loans.
                                         So long
                                         as the Company
                                         shall have any
                                         obligation





    	 	9	 



    	 	 	 



    

under
this Note,
the Company shall not,
without the Holder’s
written consent, lend money, give credit or
make advances to any person, firm, joint
venture or corporation, including, without limitation, officers,
directors, employees, subsidiaries and affiliates
of the Company, except loans,
credits or advances (a) in existence
or committed on the date hereof and
which the Company has informed Holder
in writing prior to the date
hereof, (b) made in the ordinary course
of business or (c) not in excess of
$50,000.


 


ARTICLE
III. EVENTS OF DEFAULT


 


If
any of
the following events of default (each, an
“Event of Default”) shall occur:


 


3.1             
Failure to Pay Principal or Interest.The
Company fails to pay the principal
hereof or interest thereon when
due on this Note, whether at maturity,
upon acceleration or otherwise.


 


3.2             
Conversion and the Shares.The
Company fails to issue shares
of Common Stock to the Holder
(or announces or threatens in writing
that it will
not honor its obligation
to do so) upon exercise by the
Holder of the conversion rights of
the Holder in accordance with
the terms of this Note, fails to transfer
or cause its transfer
agent to transfer (issue) (electronically or in certificated
form) any certificate for shares
of Common Stock issued to the Holder
upon conversion of or otherwise pursuant
to this Note as and when required by this Note,
the Company directs its
transfer agent not to transfer
or delays, impairs, and/or hinders
its transfer agent in transferring (or
issuing) (electronically or in certificated
form) any certificate for shares
of Common Stock to be issued to the Holder
upon conversion of or otherwise pursuant
to this Note as and when required by this Note,
or fails to remove (or directs its
transfer agent not to remove or impairs, delays,
and/or hinders its transfer agent from removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for
any shares of Common Stock issued
to the Holder upon conversion of
or otherwise pursuant to this Note as
and when required by this Note
(or makes any written announcement, statement or
threat that it does not intend
to honor the obligations described in this paragraph)
and any such failure shall continue uncured (or any written
announcement, statement or threat not to honor
its obligations shall not be rescinded
in writing) for three (3) business
days after the Holder
shall have delivered a Notice
of Conversion. It is an
obligation of the Company to remain
current in its obligations to its transfer
agent. It shall be an
event of default of
this Note, if a conversion
of this Note is delayed, hindered
or frustrated due to a balance owed
by the Company to its transfer agent.
If at the option of the Holder,
the Holder advances any funds to
the Company’s transfer agent in
order to process a conversion,
such advanced funds shall be paid by
the Company to the Holder within forty
eight (48) hours of a demand
from the Holder.


 


3.3             
Breach of Covenants.
The Company breaches any
covenant or other term or condition
contained in this Note and any
collateral documents including but not limited
to the Purchase Agreement.


 


3.4             
Breach of Representations and Warranties.Any
representation or warranty of the Company made
herein or in any agreement, statement
or certificate given
in


writing
pursuant hereto or in connection herewith
(including, without limitation, the Purchase
Agreement), shall be false or
misleading in any material
respect when made and the breach of which
has (or with the passage of time
will have) a material adverse effect
on the rights of the Holder with respect to this Note
or the Purchase Agreement.




    	 	10	 



    	 	 	 



    

3.5             
Receiver or Trustee.
The Company or any subsidiary
of the Company shall make an assignment
for the benefit of creditors,
or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial
part of its property or business, or such a receiver
or trustee shall otherwise be appointed.


 


3.6             
Judgments. Any money judgment,
writ or similar process shall
be entered or filed against the Company
or any subsidiary of
the Company or any of its property
or other assets for more
than $50,000, and shall remain unvacated, unbonded or
unstayed for a period of twenty (20) days
unless otherwise consented to by the Holder, which consent will
not be unreasonably withheld.


 


3.7             
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings,
voluntary or involuntary, for relief
under any bankruptcy law
or any law for the relief of
debtors shall be instituted by or against
the Company or any subsidiary
of the Company.


 


3.8             
Delisting of Common Stock.
The Company shall fail to maintain,
in good standing, the listing
of the Common Stock on the OTC Bulletin
Board or an equivalent replacement exchange, the Nasdaq
National Market, the Nasdaq SmallCap Market or the New
York Stock Exchange.


 


3.9             
Failure to Comply with the Exchange Act.
The Company shall fail to timely
comply with the reporting requirements
of the Exchange Act; and/or the Company
shall cease to be subject to the
reporting requirements of the Exchange Act.


 


3.10         
Liquidation. Any dissolution, liquidation, or winding
up of Company or any substantial
portion of its business.


 


3.11         
Cessation of Operations.
Any cessation of operations by Company
or Company admits it is otherwise
generally unable to pay its debts
as such debts become due, provided, however,
that any disclosure of the Company’s ability
to continue as a “going concern”
shall not be an admission that the Company cannot
pay its debts as they become
due.


 


3.12         
Maintenance of Assets.
The failure by Company
to maintain any material intellectual property rights,
personal, real property or other assets which
are necessary to conduct its business
(whether now or in the future).


 


3.13         
Financial Statement Restatement.The restatement
of any financial statements filed by
the Company with the SEC for any date
or period from two years
prior to the Issue Date of this
Note and until this Note is no longer
outstanding, if the result of
such restatement would, by comparison
to the original financial statement, have constituted
a material adverse effect on the rights of the Holder
with respect to this Note
or supporting documents.


 


3.14         
Reverse Splits.
The Company effectuates a reverse
split of its Common Stock without at
least twenty (20) days prior written
notice to the Holder.


 


 


3.15         
Replacement of Transfer Agent.
In the event that the Company
proposes to replace its transfer
agent, the Company fails to provide, prior
to the effective date of such
replacement, a fully executed Irrevocable
Transfer Agent Instructions in a form as initially




    	 	11	 



    	 	 	 



    

delivered
pursuant to the Purchase
Agreement (including but not limited
to the provision to irrevocably reserve
shares of Common Stock in the
Reserved Amount) signed by the successor
transfer agent to Company and
the Company.


 


3.16         
Cross-Default. Notwithstanding anything to the contrary contained
in this Note or the other related
or companion documents, a breach or
default by the Company
of any covenant or other term
or condition contained in any of the
Other Agreements, after the passage
of all applicable notice and cure or grace
periods, shall, at the option of
the Holder, be considered a default under
this Note and the Other Agreements,
in which event the Holder
shall be entitled (but in no event required)
to apply all rights and remedies of the Holder
under the terms of this Note and the Other
Agreements by reason of a default
under said Other Agreement or hereunder.“Other Agreements” means,
collectively, all agreements and
instruments between, among or by: (1) the Company,
and, or for the benefit of, (2)
the Holder and any affiliate of the
Holder, including, without limitation, promissory notes; provided, however, the term
“Other Agreements” shall not include
the related or companion documents
to this Note. Each of the loan transactions
will be cross-defaulted with
each other loan transaction and with all other existing and
future debt of Company.


 


Upon
the occurrence
and during the continuation of any
Event of Default specified in Section
3.1 (solely with respect to failure
to pay the principal
hereof or interest thereon when due at
the Maturity Date), the Note shall become
immediately due and payable and the Company shall
pay to the Holder, in full satisfaction
of its obligations hereunder, an amount equal to the Default
Sum (as defined herein).UPON
THE OCCURRENCE AND DURING THE CONTINUATION
OF ANY EVENT OF DEFAULT SPECIFIED
IN SECTION 3.2, THE NOTE SHALL
BECOME IMMEDIATELY DUE AND
PAYABLE AND THE COMPANY
SHALL PAY TO THE HOLDER,
IN FULL SATISFACTION OF ITS OBLIGATIONS
HEREUNDER, AN AMOUNT EQUAL
TO: (Y) THE DEFAULT SUM
(AS DEFINED


HEREIN);
MULTIPLIED BY (Z)
TWO (2). Upon
the occurrence and during the continuation
of any Event of Default specified
in Sections 3.1 (solely with respect
to failure to pay the principal hereof
or interest thereon
when due on this Note upon a Trading Market
Prepayment Event pursuant to
Section 1.7 or upon acceleration), 3.3, 3.4,
3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or


3.
15 exercisable through the delivery
of written notice to the Company
by such Holders (the “Default
Notice”), and upon the occurrence of an
Event of Default specified the remaining
sections of Articles III (other than failure to pay the principal
hereof or interest thereon
at the Maturity Date specified
in Section 3,1 hereof), the Note
shall become immediately due and payable and the Company
shall pay to the Holder, in full
satisfaction of its obligations hereunder,
an amount equal to 150% times
the sum of (w) the then
outstanding principal amount of this Note
plus (x) accrued and unpaid
interest on the unpaid principal amount
of this Note to the date of payment
(the “Mandatory Prepayment Date”)
plus (y) Default Interest,
if any, on the amounts referred
to in clauses (w) and/or
(x) plus (z) any amounts owed
to the Holder pursuant to Sections
1.3 and 1.4(g) hereof (the then
outstanding principal amount of this
Note to the date of payment
plus the amounts referred to in
clauses (x), (y) and (z) shall
collectively be known as the “Default
Sum”) .


 


If
the Company
fails to pay the Default Amount within
five (5) business days of written
notice that such amount is due and payable,
then the Holder shall have the
right at any time, so long as
the Company remains in default
(and so long and to the extent
that there are sufficient
authorized shares), to require the Company, upon written
notice, to immediately issue, in lieu
of the Default Amount, the number
of shares of Common Stock of the Company
equal to the Default Amount divided
by the Conversion Price then
in effect.




    	 	12	 



    	 	 	 



    

ARTICLE
IV. MISCELLANEOUS


 


4.1             
Failure or Indulgence Not Waiver. No
failure or delay on the part of
the Holder in the exercise of any power,
right or privilege hereunder shall
operate as a waiver thereof, nor shall
any single or partial exercise
of any such power, right or privilege
preclude other or further exercise thereof
or of any other right,
power or privileges.All rights and remedies existing
hereunder are cumulative to,
and not exclusive of, any rights
or remedies otherwise available.


 


4.2             
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:


 


_____________________ 


_____________________ 


_____________________ 


 


 


If
to the Holder:


 


GHS
Investments, LLC.


420
Jericho Turnpike


Suite
207


Jericho,
NY 11753


 


4.3             
Amendments. This Note and any
provision hereof may only be amended
by an instrument in writing signed
by the Company and
the Holder. The term “Note”
and all reference thereto, as used throughout this instrument, shall mean
this instrument (and the other
Notes issued pursuant to the Purchase
Agreement) as originally executed,
or if later amended or supplemented, then as
so amended or supplemented.


 


4.4             
Assignability. This Note shall be
binding upon the Company and its successors
and assigns, and shall inure to be the benefit
of the Holder and its successors
and assigns. Notwithstanding
anything in this Note to
the contrary, this Note may be
pledged as collateral in connection
with a bona fide  margin account
or other lending arrangement.


 


4.5             
Cost of Collection.
If default is made
in the payment of this Note, the
Company shall pay
the Holder hereof costs of collection,
including reasonable attorneys’ fees.




    	 	13	 



    	 	 	 



    

4.6             
Governing Law.This
Note shall be governed by
and construed in accordance
with the laws of the State
of Nevada without regard to principles
of conflicts of laws.Any action
brought by either party against
the other concerning the transactions
contemplated by this Note shall
be brought only in the state
or federal courts located in the County,
City and State of New York. The parties
to this Note 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 Holder 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 Note
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.


 


4.7             
Certain Amounts.Whenever pursuant to this Note
the Company is required to pay an amount
in excess of the outstanding principal
amount (or the portion thereof
required to be paid at that time) plus accrued
and unpaid interest plus Default Interest on such
interest, the Company and the Holder
agree that the actual damages to
the Holder from the receipt of cash
payment on this Note may be difficult
to determine and the amount to
be so paid by the Company
represents stipulated damages and not a penalty and
is intended to compensate the
Holder in part for loss of the opportunity
to convert this Note and to earn
a return from the sale of shares
of Common Stock acquired upon conversion
of this Note at a price in excess
of the price paid for such
shares pursuant to this Note. The Company
and the Holder hereby agree that such
amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder
from the receipt of a cash payment without
the opportunity to convert this
Note into shares of Common
Stock.


 


4.8             
Purchase Agreement. By its acceptance
of this Note, each party
agrees to be bound by the applicable
terms of the Securities Purchase Agreement
and supporting documents .


 


4.9             
Notice of Corporate Events.
Except as otherwise provided below,
the Holder of this Note shall have
no rights as a Holder of Common
Stock unless and only to the extent that
it converts this Note into Common
Stock. The Company shall provide
the Holder with prior notification of
any meeting of the Company’s shareholders
(and copies of proxy materials and other information sent to shareholders).
In the event of any taking by
the Company of a record of its shareholders for
the purpose of determining shareholders
who are entitled to receive
payment of any dividend or other distribution,
any right to subscribe for, purchase
or otherwise acquire (including by way
of merger, consolidation, reclassification or recapitalization)
any share of any class or any other
securities or property, or to receive
any other right, or for the purpose
of determining shareholders who are entitled
to vote in connection with any proposed
sale, lease or conveyance of
all or substantially all of the assets
of the Company or any proposed liquidation,




    	 	14	 



    	 	 	 



    

dissolution
or winding
up of the Company, the Company
shall mail a notice to the Holder,
at least twenty (20) days prior to the record date
specified therein (or thirty (30) days prior to the consummation
of the transaction or event,
whichever is earlier), of the
date on which any such
record is to be taken for the purpose
of such dividend, distribution, right or other
event, and a brief statement
regarding the amount and character of such
dividend, distribution, right or other event to the extent
known at such time. The Company
shall make a public announcement
of any event requiring notification to the Holder
hereunder substantially simultaneously
with the notification to the Holder
in accordance with the terms
of this Section 4.9.


 


4.10         
Remedies.The Company acknowledges
that a breach by
it of its obligations hereunder will
cause irreparable harm to the Holder, 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 Note
will be inadequate and agrees, in the event
of a breach or threatened breach
by the Company of the provisions
of this Note, that the Holder 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 Note and to enforce specifically
the terms and provisions thereof, without
the necessity of showing economic loss and
without any bond or other security
being required. 


 


 


IN
WITNESS WHEREOF,
Company has caused this Note
to be signed in its name by
its duly authorized officer:


 


 


Rich
Pharmaceuticals, Inc.


 


By:
/s/ Ben Chang





Print:
Ben Chang





Title/Date:
CEO/3.15.16




    	 	15