THIS
NOTE AND THE
COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS
NOTE HAVE NOT BEEN
AND WILL NOT
BE REGISTERED WITH THE
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF
ANY STATE PURSUANT TO
AN EXEMPTION FROM REGISTRATION
PROVIDED UNDER THE SECURITIES
ACT OF 1933,
AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE 
"1933 ACT”)


 


 


US
$66,780.00


 


 


RICH
PHARMACEUTICALS, INC.


8%
CONVERTIBLE REDEEMABLE NOTE DUE
AUGUST 14, 2015





 


FOR
VALUE RECEIVED, Rich Pharmaceuticals,
Inc. (the “Company”) promises
to pay to the
order of LG
CAPITAL FUNDING, LLC
and its authorized
successors and permitted
as- signs ("Holder"),
the aggregate principal face
amount of Sixty
Six Thousand Seven
Hundred Eighty Dollars exactly (U.S. $66,780.00)
on August 14,
2015 ("Maturity Date")
and to pay inter- est
on the principal
amount outstanding hereunder
at the rate
of 8% per
annum commencing on August
14, 2014. This
Note contains a
6% original issue
discount such that
the purchase price
of the note is
$63,000.00. The interest
will be paid
to the Holder
in whose name
this Note is
regis- tered on the
records of the
Company regarding registration
and transfers of
this Note. The
princi- pal of, and
interest on, this
Note are payable
at 1218 Union
Street, Suite #2,
Brooklyn, NY 11225 initially,
and if changed,
last appearing on
the records of
the Company as
designated in writing by
the Holder hereof
from time to time. The
Company will pay each interest
payment and the outstanding principal due upon this Note before or on the Maturity
Date, less any amounts re- quired by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed
to such Holder
at the last
address appearing on
the records of
the Company. The
for- warding of such check or wire transfer shall constitute
a payment of outstanding principal here- under and
shall satisfy and
discharge the liability for
principal on this Note
to the extent
of the sum represented
by such check
or wire transfer.
Interest shall be
payable in Common
Stock (as defined below) pursuant to paragraph 4(b) herein.


 


This
Note is subject
to the following
additional provisions:


 


1.   
This Note is
exchangeable for an
equal aggregate principal
amount of Notes of
different authorized denominations,
as requested by
the Holder surrendering
the same. No service
charge will be
made for such
registration or transfer
or exchange, except
that Holder shall pay
any tax or
other governmental charges
payable in connection
therewith.


 


2.      
The Company shall
be entitled to
withhold from all
payments any amounts required
to be withheld
under applicable laws.


 


3.    
This Note may
be transferred or
exchanged only in
compliance with the Securities
Act of 1933,
as amended ("Act")
and applicable state
securities laws. Any
attempted transfer to a
non-qualifying party shall
be treated by
the Company as
void. Prior to
due present- ment for
transfer of this
Note, the Company
and any agent
of the Company
may treat the
person in whose name
this Note is
duly registered on
the Company's records
as the owner
hereof for all other
purposes, whether or
not this Note
be overdue, and
neither the Company
nor any such agent
shall be affected
or bound by
notice to the
contrary. Any Holder
of this Note
electing to exercise the
right of conversion
set forth in
Section 4(a) hereof,
in addition to
the requirements set forth
in Section 4(a),
and any prospective
transferee of this
Note, also is
required to give
the Company written confirmation
that this Note
is being converted
("Notice of Conversion")
in the form annexed
hereto as Exhibit A.
The date of
receipt (including receipt
by telecopy) of
such Notice of Conversion shall be the Conversion Date.


 


4.   
(a)  The Holder
of this Note
is entitled, at
its option, at
any time after 180
days, to convert all or any amount of
the principal face amount of this Note
then outstanding into shares of the
Company's common stock
(the "Common Stock")
without restrictive legend
of any nature, at
a price ("Conversion
Price") for each
share of Common
Stock equal to
58% of the average
of the three
lowest trading prices
of the Common
Stock as reported
on the National Quotations
Bureau OTCQB exchange
which the Company’s
shares are traded
or any exchange upon
which the Common
Stock may be
traded in the
future ("Exchange"),
for the ten
prior trad- ing days
including the day
upon which a
Notice of Conversion
is received by
the Company (pro- vided
such Notice of
Conversion is delivered
by fax or
other electronic method
of communica- tion to
the Company after
4 P.M. Eastern
Standard or Daylight
Savings Time if
the Holder wish- es
to include the
same day closing
price). If the
shares have not
been delivered within
3 business days, the
Notice of Conversion
may be rescinded.
Such conversion shall
be effectuated by
the Company delivering the
shares of Common
Stock to the
Holder within 3
business days of
receipt by the Company of the Notice of Conversion. Once the Holder has received
such shares of Common Stock, the
Holder shall surrender
this Note to
the Company, executed by
the Holder evidencing such Holder's intention
to convert this Note or a specified
portion hereof, and accom- panied by proper assignment hereof in blank. Accrued, but
unpaid interest shall be subject to conversion. No fractional shares or scrip representing
fractions of shares will be issued on con- version, but the
number of shares issuable shall
be rounded to the
nearest whole share. In the event the
Company experiences a
DTC “Chill” on
its shares, the
conversion price shall
be de- creased to 48% instead of 58%
while that “Chill” is in effect.


 


(b)  
Interest on any unpaid principal balance of this Note shall be paid at the
rate of 8% per annum.  Interest shall be paid by the Company in Common Stock ("Interest Shares").
The Holder may, at any time, send in a Notice of Conversion to the Company for In-
terest Shares based on the formula provided in Section 4(a) above. The
dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid prin-
cipal balance of this Note to the date of such notice.


 


(c) 
The Notes may
be prepaid with
the following penalties:
(i) if the
note is prepaid within
90 days of
the issuance date,
then at 140%
of the face
amount plus any
accrued interest; (ii) if
the note is
prepaid within 91
days after the
issuance date but
less than 180
days after the issuance
date, then at
150% of the
face amount plus
any accrued interest.
This Note may not
be prepaid after
the 180th
day. Such redemption
must be closed
and funded within
3 days of giving
notice of redemption
of the right
to redeem shall
be null and
void.


 



    	 



    	 



    

 





(d)  Upon (i) a
transfer of all
or substantially all
of the assets
of the Company to
any person in
a single transaction
or series of
related transactions, (ii)
a reclassification, capital reorganization
or other change
or exchange of
outstanding shares of
the Common Stock,
other than a forward
or reverse stock
split or stock
dividend, or (iii)
any consolidation or
merger of the Company
with or into
another person or
entity in which
the Company is not
the surviving entity (other
than a merger
which is effected
solely to change
the jurisdiction of
incorporation of the Company
and results in
a reclassification, conversion
or exchange of
outstanding shares of Common
Stock solely into
shares of Common
Stock) (each of
items (i), (ii)
and (iii) being
re- ferred to as
a "Sale Event"),
then, in each
case, the Company
shall, upon request
of the Holder, redeem this Note in
cash for 140% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of
the Holder, such Holder may convert the un- paid principal amount
of this Note
(together with the amount
of accrued but
unpaid interest) into shares of
Common Stock immediately
prior to such
Sale Event at the
Conversion Price.


 


(e)   
In case of any Sale
Event (not to include
a sale of all or
substantially all of the Company’s
assets) in connection
with which this
Note is not
redeemed or converted,
the Company shall cause
effective provision to
be made so
that the Holder
of this Note
shall have the right
thereafter, by converting
this Note, to
purchase or convert
this Note into
the kind and number
of shares of
stock or other
securities or property
(including cash) receivable
upon such reclassification, capital
reorganization or other
change, consolidation or
merger by a
holder of the number
of shares of
Common Stock that
could have been
purchased upon exercise
of the Note and
at the same
Conversion Price, as
defined in this
Note, immediately prior
to such Sale Event.
The foregoing provisions
shall similarly apply
to successive Sale
Events. If the
considera- tion received by
the holders of
Common Stock is
other than cash,
the value shall
be as deter- mined by
the Board of Directors of the
Company or successor person or
entity acting in good faith.


 


5. 
No provision of
this Note shall
alter or impair
the obligation of
the Com- pany, which
is absolute and
unconditional, to pay
the principal of,
and interest on,
this Note at the
time, place, and
rate, and in
the form, herein
prescribed.


 


6. 
The Company hereby
expressly waives demand
and presentment for
pay- ment, notice of
non-payment, protest, notice
of protest, notice
of dishonor, notice
of acceleration or intent
to accelerate, and
diligence in taking
any action to
collect amounts called
for hereunder and shall
be directly and
primarily liable for
the payment of
all sums owing
and to be
owing hereto.


 


7. 
The Company agrees
to pay all
costs and expenses,
including reasonable attorneys' fees
and expenses, which
may be incurred
by the Holder
in collecting any
amount due under this
Note.


 


8.  
If one or
more of the
following described "Events
of Default" shall
occur:


 


(a)  
The Company shall
default in the
payment of principal
or interest on
this Note or any
other note issued
to the Holder
by the Company;
or


 


(b)  
Any of the
material representations or
warranties made by
the Company herein or
in any certificate
or financial or
other written statements
heretofore or hereafter
fur- nished by or
on behalf of
the Company in
connection with the
execution and delivery
of this Note, or
the Securities Purchase
Agreement under which
this note was
issued shall be
false or misleading in
any respect; or


 


(c) The Company shall
fail to perform
or observe, in
any material respect,
any covenant, term, provision, condition,
agreement or obligation of the Company
under this Note or any other
note issued to
the Holder; or


 


(d) 
The Company shall
(1) become insolvent;
(2) admit in
writing its inability to
pay its debts
generally as they
mature; (3) make
an assignment for
the benefit of
creditors or commence proceedings
for its dissolution;
(4) apply for
or consent to
the appointment of
a trus- tee, liquidator
or receiver for
its or for
a substantial part
of its property
or business; (5)
file a peti- tion
for bankruptcy relief,
consent to the
filing of such
petition or have
filed against it
an invol- untary petition
for bankruptcy relief,
all under federal
or state laws
as applicable; or


 


(e)
A trustee, liquidator
or receiver shall
be appointed for
the Company or
for a substantial part of
its property or
business without its consent
and shall not
be discharged with- in
sixty (60) days
after such appointment;
or


 


(f)  Any governmental agency or
any court of
competent jurisdiction at
the in- stance of
any governmental agency
shall assume custody
or control of
the whole or
any substan- tial portion
of the properties
or assets of
the Company; or


 


(g)  Unless the judgment
or litigation has
been previously disclosed
in the Company’s filings
with the Securities
and Exchange Commission,
one or more
money judg- ments, writs
or warrants of
attachment, or similar
process, in excess
of fifty
thousand dollars ($50,000)
in the aggregate,
shall be entered
or filed against
the Company or
any of its
properties or other assets
and shall remain
unpaid, unvacated, unbonded
or unstayed for
a period of
fifteen


(15)
days or in
any event later
than five (5)
days prior to
the date of
any proposed sale
thereun- der.


 


(h)  
Intentionally Deleted.


 


(i)  The Company shall
have its Common
Stock delisted from
an exchange (including the OTC
Markets) or, if the Common Stock trades
on an exchange, then trading in the
Common Stock shall
be suspended for
more than 10
consecutive days;


 


(j)  
Intentionally Deleted;


 


(k) 
The Company shall not deliver to the Holder the Common Stock pursuant
to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice
of Conversion; or


 


(l) 
The Company shall
not replenish the
reserve set forth
in Section 12,
with- in 3 business
days of the
request of the
Holder; or


 



    	2



    	 



    




 


(m) 
The Company shall
not be “current”
(which includes the
benefit of any
ex- tension period) in
its filings with
the Securities and
Exchange Commission.


 


(n)  
The Company shall
lose the “bid”
price for its
stock in a
market for three consecutive
trading days (including
the OTC Markets
or other exchange).


 


Then,
or at any
time thereafter, unless
cured, and in
each and every
such case, unless
such Event of Default shall
have been waived
in writing by
the Holder (which
waiver shall not
be deemed to be
a waiver of
any subsequent default)
at the option
of the Holder
and in the
Holder's sole discre- tion,
the Holder may
consider this Note
immediately due and
payable, without presentment,
de- mand, protest or
(further) notice of
any kind (other
than notice of
acceleration), all of
which are hereby expressly
waived, anything herein
or in any
note or other
instruments contained to
the contrary notwithstanding, and
the Holder may
immediately, and without
expiration of any
period of grace, enforce
any and all
of the Holder's
rights and remedies
provided herein or
any other rights or
remedies afforded by
law. Upon an
Event of Default,
interest shall accrue
at a default interest
rate of 16%
per annum or,
if such rate
is usurious or
not permitted by
current law, then
at


the
highest rate of
interest permitted by
law. In the
event of a
breach of Section
8(k) the penalty shall
be $250 per
day the shares
are not issued
beginning on the
4th day
after the conversion
no- tice was delivered to
the Company. This penalty shall
increase to $500
per day beginning on
the 10th day.
The penalty for
a breach of
Section 8(n) shall
be an increase
of the outstanding
princi- pal amounts by
20%. In case
of a breach
of Section 8(i),
the outstanding principal due
under this Note shall increase
by 20%. If
this Note is
not paid at
maturity, the outstanding
principal due under this Note shall increase by 10%.


 


If
the Holder shall
commence an action
or proceeding to
enforce any provisions
of this Note,
in- cluding, without limitation,
engaging an attorney,
then if the
Holder prevails in
such action, the Holder
shall be reimbursed
by the Company
for its attorneys’
fees and other
costs and expenses incurred
in the investigation,
preparation and prosecution
of such action
or proceeding.


 


9. 
In case any
provision of this
Note is held
by a court
of competent jurisdic- tion
to be excessive
in scope or
otherwise invalid or
unenforceable, such provision
shall be ad- justed
rather than voided,
if possible, so
that it is
enforceable to the
maximum extent possible, and
the validity and
enforceability of the
remaining provisions of
this Note will
not in any
way be affected or
impaired thereby.


 


10. 
Neither this Note
nor any term
hereof may be
amended, waived, dis- charged
or terminated other
than by a
written instrument signed
by the Company
and the Holder.


 


11. The Company represents
that it is
not a “shell”
issuer and has
never been a “shell”
issuer or that
if it previously
has been a
“shell” issuer that
at least 12
months have passed since
the Company has
reported form 10
type information indicating
it is no
longer a “shell
issu- er. Further. The
Company will instruct
its counsel to
either (i) write
a 144- 3(a)
(9) opinion to allow
for salability of
the conversion shares
or (ii) accept
such opinion from
Holder’s counsel.


 


12.
The Company shall issue irrevocable transfer agent instructions reserving
8,373,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”).
The reserve shall be replenished as needed to allow for conversions of this Note. Upon full
conversion of this Note, any shares remaining
in the Share Reserve shall be cancelled.
The Com- pany shall pay all costs associated with issuing and delivering the shares.


 


13. The Company will
give the Holder
direct notice of
any corporate actions, including
but not limited
to name changes,
stock splits, recapitalizations
etc. This notice
shall be given to
the Holder as
soon as possible
under law.


 


14. This Note shall
be governed by
and construed in
accordance with the
laws of New York
applicable to contracts
made and wholly
to be performed
within the State
of New
York and shall
be binding upon
the successors and
assigns of each
party hereto. The
Holder and the Company
hereby mutually waive
trial by jury
and consent to
exclusive jurisdiction and
venue in the courts
of the State
of New York.
This Agreement may
be executed in
counterparts, and the facsimile
transmission of an
executed counterpart to
this Agreement shall
be effective as
an original.


 


 


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


 


 


Dated:
 8/14/14 


 


RICH PHARMACEUTICALS,
INC.


 


By: /s/
Ben Chang


Title: CEO


 




    	3



    	 



    

 


EXHIBIT
A





NOTICE
OF CONVERSION


 


(To
be Executed by
the Registered Holder
in order to
Convert the Note)


 


The
undersigned hereby irrevocably elects to
convert $ of the
above Note into Shares of
Common Stock of
Rich Pharmaceuticals, Inc.
(“Shares”) ac- cording to
the conditions set
forth in such
Note, as of
the date written
below.


 


If
Shares are to
be issued in
the name of
a person other
than the undersigned,
the undersigned will pay
all transfer and
other taxes and
charges payable with
respect thereto.


 


Date
of Conversion:


Applicable
Conversion Price:


Signature:



[Print
Name of Holder
and Title of
Signer]


Address:



 


SSN
or EIN:  


Shares
are to be
registered in the
following name


 


Name:



Address:



Tel:


Fax


SSN
or EIN:


 


Shares
are to be
sent or delivered
to the following
account:


 


Account
Name: 


Address:


 



    	4