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 THERULESANDREGULATIONS
PROMULGATED THEREUNDER (THE 
"1933 ACT”)


 


 


US
$84,250.00


 


 


RICH
PHARMACEUTICALS, INC.


8%
CONVERTIBLE REDEEMABLE NOTE DUE
JUNE 8, 2017


BACK
END NOTE


 


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
Eighty Four Thousand
Two Hundred Fifty dollars
exactly (U.S. $84,250.00)
on June 8,
2017 ("Maturity Date")
and to pay
interest on the principal
amount outstanding hereunder
at the rate
of 8% per
annum commencing on
June 8, 2016. The
interest will be
paid to the
Holder in whose
name this Note
is registered on
the records of the
Company regarding registration
and transfers of
this Note. The
principal of, and
interest on, this Note
are payable at
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 required by law to be
deducted or withheld, to
the Holder of this
Note by check or
wire transfer addressed to
such Holder at the
last address appearing
on the records
of the Company. The forwarding
of such check or wire transfer shall constitute a payment of outstanding principal
hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such
check or wire transfer. Interest shall be payable in Common Stock (as defined below)
pur- suant 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.



    	 	1	 



     


    




 


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


 


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


 


4.                 
(a)  The Holder
of this Note
is entitled, at
its option, at
any time 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") at a
price ("Conversion Price")
for each share
of Common Stock
equal to 50%
of the lowest
trading price of
the Common Stock
as reported on
the National Quotations
Bureau OTC MARKETS
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 twenty
prior trading days
including the day
upon which a
Notice of Conversion is
received by the
Company or its
transfer agent (provided
such Notice of
Conversion is delivered
by fax or
other electronic method
of communication to
the Company or
its transfer agent after
4 P.M. Eastern
Standard or Daylight
Savings Time if
the Holder wishes
to include the
same day closing
price). If the
shares have not
been delivered 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. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the
number of shares
issuable shall be
rounded to the
nearest whole share.
To the extent
the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company
will take all
steps necessary to
solicit the consent
of the stockholders
to reduce the
par value to the lowest value possible under law. The Company agrees to honor
all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares,
the conversion price shall be decreased to 40% instead of 50% while that “Chill” is in effect.
If the Company violates Section
4(e) of the Securities Purchase
Agreement between the parties dated June 8, 2016, the conversion price shall
be 30% instead of 50% and the prepay premium under this Note shall increase to 170%.
In no event shall the Holder be allowed
to effect a conversion if such conversion, along with all other shares of Company Common Stock







    	 	2	 



     


    

beneficially
owned by the
Holder and its
affiliates would exceed
9.9% of the
outstanding shares of the
Common Stock of
the Company. 


 


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


 


(c)              
This Note may
not be prepaid,
except that if
the $84,250 Rule
144 convertible redeemable note
issued by the
Company of even
date herewith is
redeemed by the Company
within 6 months
of the issuance
date of such
Note, all obligations
of the Company
under this Note and
all obligations of
the Holder under
the Holder Issued
Note will each
be automatically be
deemed satisfied and
this Note and
the Holder Issued
Note will be
automatically be deemed cancelled
and of no
further force or
effect.


 


(d)              
Upon (i) a
transfer of all
or substantially all
of the assets
of the Company to
any person in
a single transaction
or series of
related transactions, (ii)
a reclassification, capital reorganization
or other change
or exchange of
outstanding shares of
the Common Stock,
other than a forward
or reverse stock
split or stock
dividend, or (iii)
any consolidation or
merger of the Company
with or into
another person or
entity in which
the Company is
not the surviving
entity (other than a
merger which is
effected solely to
change the jurisdiction
of incorporation of
the Company and results
in a reclassification,
conversion or exchange
of outstanding shares
of Common Stock solely
into shares of
Common Stock) (each
of items (i),
(ii) and (iii)
being referred to
as a "Sale
Event"), then, in
each case, the
Company shall, upon
request of the
Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the unpaid principal
amount of this
Note (together with
the amount of accrued
but unpaid interest)
into shares of Common Stock
immediately prior to
such Sale Event at
the Conversion Price.


 


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


 




    	 	3	 



     


    

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


 


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


 


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


 


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



 


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


 


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


 


(c)              
The Company shall
fail to perform
or observe, in
any respect, any
material 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) admit in writing
its inability to pay its debts generally as
they mature; (2)
make an assignment
for the benefit
of creditors or
commence proceedings for
its dissolution; (3)
apply for or
consent to the
appointment of a
trustee, liquidator or
re- ceiver for its
or for a
substantial part of
its property or
business; (4) file
a petition for
bankruptcy relief, consent to
the filing of
such petition or
have filed against
it an involuntary
petition for bankruptcy relief,
all under federal
or state laws
as applicable; or


 


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


 


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


 


		(g)	Unless
                                         the judgment
                                         or litigation
                                         has been
                                         previously disclosed
                                         in the








    	 	4	 



     


    

Company’s
filings with the
Securities and Exchange
Commission, One or
more money judgments,
writs or warrants
of attachment, or
similar process, in
excess of fifty
thousand dollars ($50,000) in
the aggregate, shall be
entered 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 thereunder; or


 


 


		(h)	Intentionally
                                         Left Blank;
                                         or



 


(i)                
The Company shall
have its Common
Stock delisted from
a trading market
(including the OTC
BB market or
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 or ceases
to file its
1934 act reports
with the SEC;


 


		(j)	Intentionally
                                         Left Blank;



 


(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 5 business
days of the
request of the
Holder; or


 


		(m)	The
                                         Company’s Common
                                         Stock has
                                         a closing
                                         bid price
                                         of less
                                         than



$0.0006
per share for
at least 5
consecutive trading days;
or


 


(n)              
The aggregate dollar
trading volume of
the Company’s Common
Stock is less than
thirty thousand dollars
($30,000.00) in any
5 consecutive trading
days; or


 


(o)              
The Company shall
cease to be
“current” in its
filings with the
Securities and Exchange Commission;
or.


 


(p)              
The Company shall
lose the “bid”
price for its
stock and a
market (including the
OTCBB marketplace or
other exchange)


 


Then,
or at any
time thereafter, unless
cured (except for 
8(m) and 8(n)
which are incurable
de- faults, the sole
remedy of which
is to  allow
the Holder to
cancel both this
Note and the
Holder Issued Note, and
in each and
every such case,
unless such Event
of Default shall have
been waived in writing
by the Holder
(which waiver shall
not be deemed
to be a
waiver of any
subsequent default) at
the option of
the Holder and
in the Holder's
sole discretion, the
Holder may consider this
Note immediately due
and payable, without
presentment, demand, protest
or (further) notice
of any kind
(other than notice
of acceleration), all
of which are
hereby expressly waived, anything
herein or in any
note or other
instruments contained to
the contrary notwithstanding,
and the Holder
may immediately, and
without expiration of
any period of
grace, en- force any and all of
the Holder's rights and remedies provided herein
or any other rights or remedies afforded
by law. Upon an Event
of Default, interest
shall accrue at
a default interest rate of 24% per
annum or, if such rate is usurious or not 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 notice was delivered to
the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(p) shall
be an increase of the outstanding principal amounts by 20%. In case of a breach of Section
8(i), the outstanding principal due under this
Note shall increase by 50%. Further, if a breach of Section 8(o) occurs or is continuing after the 6 month anniversary
of the Note,
then the Holder
shall be entitled to
use the lowest
closing bid price during the delinquency
period as a base price for the conversion. For example, if the lowest closing bid price during
the delinquency period is
$0.01 per share and the
conversion discount is 50% the Holder
may elect to convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal due
under this Note shall increase by 10%.



    	 	5	 



     


    




 


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


 


Make-Whole
for Failure to
Deliver Loss. At
the Holder’s election,
if the Company fails
for any reason
to deliver to
the Holder the
conversion shares by
the by the
3rd business day following
the delivery of
a Notice of
Conversion to the
Company and if
the Holder incurs a
Failure to Deliver
Loss, then at
any time the
Holder may provide
the Company written notice
indicating the amounts
payable to the
Holder in respect
of the Failure
to Deliver Loss
and the Company must
make the Holder
whole as follows:


Failure
to Deliver Loss
= [(High trade
price at any
time on or
after the day
of exercise) x
(Number of conversion
shares)]


 


The
Company must pay
the Failure to
Deliver Loss by
cash payment, and
any such cash
payment must be made
by the third
business day from
the time of
the Holder’s written
notice to the
Company.


 


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


 


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


 


11.             
The Company represents that it is not a “shell” issuer and has never been a
“shell” issuer or that if it previously has been a “shell” issuer that
at least 12 months have passed
since the Company has reported form 10 type information indicating it is no longer a “shell issuer.  The Company will instruct its counsel to either (i) write a Rule 144 or similar opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel,
provided such legal opinion is, in the reasonable determination of Company counsel, factually
and legally correct.



    	 	6	 



     


    




 


12.           
Prior to cash
funding of this
Note, The Company
will issue irrevocable transfer
agent instructions reserving
3x the number
of shares of
Common Stock necessary
to allow the
holder to convert
this note based
on the discounted
conversion price set
forth in Section 4(a)
herewith. The reserve
shall be replenished
as needed to
allow for conversions
of this Note using
said 3x reserve.
Upon full conversion
of this Note,
the reserve representing
this Note shall be
cancelled. The Company
will pay all
transfer agent costs associated
with issuing and
delivering the shares.
If such amounts
are to be
paid by the
Holder, it may
deduct such amounts
from the Conversion Price.
Conversion Notices may
be sent to
the Company or
its transfer agent
via electric mail.


 


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 or in
the Federal courts
sitting in the
county or city
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.



    	 	7	 



     


    




 


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


 


 Dated:
 6/8/2016


 


 


RICH
PHARMACEUTICALS, INC.


By:
/s/ Ben Chang


Title:
CEO



 







    	 	8	 



     


    

EXHIBIT
A


 


 


NOTICE
OF CONVERSION


 


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


 


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


 


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


 





Date
 of  Conversion: ____________________


Applicable
Conversion  Price:  _____________________


Signature:
 _____________________


[Print
Name of Holder
and Title of
Signer]


Address:
 _____________________


_____________________


 


SSN
or EIN:  _____________________


Shares
are to be registered in the following name: _____________________


Name:
 _____________________ 


Address:
 _____________________


Tel:_____________________


Fax:
_____________________


SSN
or EIN:  _____________________


 


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


 


Account
Name:  _____________________


Address:
 _____________________






    	 	9