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: $335,000


Date:
January 5, 2017


 


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 $335,000 on
October 5, 2017, (the "Maturity Date") 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 $5,000 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.


 


 


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 rate of twenty percent
(20%) per annum from the due date thereof
until the same is paid (“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 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”). Notwithstanding the foregoing, the term "4.99%" above shall
be replaced with "9.99%" following any Event of Default if the Holder, in its sole discretion and in writing, elects
to demand the replacement. If the term "4.99%" is replaced with "9.99%" pursuant to the preceding sentence,
such increase to "9.99%" shall remain at 9.99% until decreased by the Holder in writing.


 


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.




    	 	2	 



    		 



    

 


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 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 within sixty (60) calendar days from the execution of this
Note and 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.




    	 	3	 



    		 



    

		1.4	Method
                                         of
                                         Conversion.



 


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




    	 	4	 



    		 



    

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 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




    	 	5	 



    		 



    

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 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




    	 	6	 



    		 



    

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.


 


(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 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.






    	 	7	 



    		 



    

(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




    	 	8	 



    		 



    

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) 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




    	 	9	 



    		 



    

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 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




    	 	10	 



    		 



    

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.


 


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 comply, in a timely manner, 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.




    	 	11	 



    		 



    

 


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 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




    	 	12	 



    		 



    

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.


 





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.


200
Stonehinge Lane


Suite
3


Carle
Place, NY 11514


 


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




    	 	13	 



    		 



    

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.


 


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




    	 	14	 



    		 



    

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, 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 1/5/2017



    	 	15