SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT
(the “Agreement”), dated
as of June 8,
2016, by and
between Rich Pharmaceuticals,
Inc.,
a Nevada corporation,
with headquarters located
at 9595 Wilshire
Blvd Suite 900,
Beverly Hills, CA
90212 (the “Company”),
and LG Capital Funding,
LLC.,
a New York
Limited Liability Company,
with its address
at 1218 Union
Street, Suite #2,
Brooklyn, NY 11225
(the “Buyer”).


 


WHEREAS:


 


A.               
The Company and
the Buyer are
executing and delivering
this Agreement in reliance
upon the exemption
from securities registration
afforded by the
rules and regulations
as promulgated by the
United States Securities
and Exchange Commission
(the “SEC”) under
the Securities Act of
1933, as amended
(the “1933 Act”);


 


B.                
Buyer desires to
purchase and the
Company desires to
issue and sell,
upon the terms and
conditions set forth
in this Agreement
two 8% convertible
notes of the
Company, in the forms
attached hereto as
Exhibit A and
B in the
aggregate principal amount
of $168,500.00 (with the
first note being
in the amount
of $84,250.00 and
the second note
being in the
amount of


$84,250.00)
(together with any
note(s) issued in
replacement thereof or
as a dividend
thereon or otherwise with
respect thereto in
accordance with the
terms thereof, the
“Note”), convertible into
shares of common
stock, of the
Company (the “Common
Stock”), upon the
terms and subject
to the limitations and
conditions set forth
in such Note.
The first of
the two notes
(the “First Note”) shall
be paid for
by the Buyer
as set forth
herein. The second
note (the “Second
Note”) shall initially be
paid for by
the issuance of an
offsetting $84,250.00 secured
note issued to
the Company by the
Buyer (“Buyer Note”),
provided that prior
to conversion of
the Second Note, the
Buyer must have
paid off the
Buyer Note in cash
such that the
Second Note may
not be converted until it has been paid for in cash.


 


C.                
The Buyer wishes
to purchase, upon
the terms and
conditions stated in
this Agreement, such principal
amount of Note
as is set
forth immediately below
its name on
the signature pages hereto;
and


 


NOW
THEREFORE, the Company
and the Buyer
severally (and not
jointly) hereby agree as
follows:


 


1.                 
Purchase and Sale
of Note.


 


a.                  
Purchase of Note.
On each Closing
Date (as defined
below), the Company shall
issue and sell
to the Buyer
and the Buyer
agrees to purchase
from the Company such
principal amount of
Note as is
set forth immediately
below the Buyer’s
name on the signature
pages hereto.


 







    	 	 	 



     


    

b.                 
Form of Payment.
On each Closing
Date (as defined
below), (i)
the Buyer shall
pay the purchase
price for the
Note to be
issued and sold
to it at
the Closing (as defined
below) (the “Purchase
Price”) by wire
transfer of immediately
available funds to
the Company, in accordance
with the Company’s
written wiring instructions,
against delivery of
the Note in the
principal amount equal
to the Purchase
Price as is
set forth immediately
below the Buyer’s name
on the signature
pages hereto, and
(ii) the Company shall
deliver such duly executed Note
on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


c.                  
Closing Date. The
date and time
of the issuance
and sale of
the Note pursuant to
this Agreement (the
“Closing Date”) shall
be on or
about May 9,
2016, or such other
mutually agreed upon
time. The closing
of the transactions
contemplated by this Agreement
(the “Closing”) shall
occur on the
Closing Date at
such location as
may be agreed
to by the parties.
Subsequent Closings shall
occur when the
Buyer Note is
repaid.


 


 


2.                 
Buyer’s  Representations  and
 Warranties.The  Buyer 
represents  and warrants to
the Company that:


 


a.                  
Investment Purpose. As
of the date
hereof, the Buyer
is purchasing the Note
and the shares
of Common Stock
issuable upon conversion
of or otherwise pursuant
to the Note,
such shares of
Common Stock being
collectively referred to
herein as the “Conversion
Shares” and, collectively
with the Note,
the “Securities”) for
its own account
and not with a
present view towards
the public sale
or distribution thereof,
except pursuant to
sales registered or exempted
from registration under
the 1933 Act;
provided, however, that
by making the representations
herein, the Buyer
does not agree
to hold any
of the Securities
for any minimum or
other specific term
and reserves the
right to dispose
of the Securities at
any time in accordance with or pursuant
to a registration statement or an exemption under the 1933 Act.


 


b.                 
Accredited Investor Status.
The Buyer is
an “accredited investor”
as that term
is defined in
Rule 501(a) of
Regulation D (an
“Accredited Investor”).


 


c.                  
Reliance on Exemptions.
The Buyer understands
that the Securities are
being offered and
sold to it
in reliance upon
specific exemptions from
the registration requirements of United
States federal and
state securities laws and
that the Company is relying
upon the truth
and accuracy of,
and the Buyer’s
compliance with, the
representations, warranties, agreements,
acknowledgments and understandings
of the Buyer
set forth herein
in order to determine
the availability of
such exemptions and
the eligibility of
the Buyer to
acquire the Securities.


 


d.                 
Information. The Buyer
and its advisors,
if any, have
been, and for so
long as the
Note remain outstanding
will continue to
be, furnished with
all materials relating to
the business, finances
and operations of
the Company and
materials relating to
the offer and sale
of the Securities
which have been
requested by the
Buyer or its
advisors. The Buyer
and its advisors, if
any, have been,
and for so
long as the
Note remain outstanding
will continue to
be, afforded the opportunity
to ask questions
of the Company.
Notwithstanding the foregoing,
the Company has not
disclosed to the
Buyer any material
nonpublic information and
will not




    	 	2	 



     


    

disclose
such information unless
such information is
disclosed to the
public prior to
or promptly following such
disclosure to the
Buyer. Neither such
inquiries nor any
other due diligence investigation
conducted by Buyer
or any of
its advisors or
representatives shall modify,
amend or affect Buyer’s
right to rely
on the Company’s
representations and warranties
contained in Section 3
below. The Buyer
understands that its
investment in the
Securities involves a significant
degree of risk.
The Buyer is
not aware of
any facts that
may constitute a
breach of any of
the Company's representations
and warranties made
herein.


 


e.                  
Governmental Review. The
Buyer understands that
no United States federal
or state agency
or any other
government or governmental
agency has passed
upon or made any
recommendation or endorsement
of the Securities.


 


f.                   
Transfer or Re-sale.
The Buyer understands
that (i)
the sale or
re- sale of
the Securities has
not been and
is not being
registered under the
1933 Act or
any applicable state securities
laws, and the
Securities may not
be transferred unless
(a) the Securities are
sold pursuant to
an effective registration
statement under the
1933 Act, (b)
the Buyer shall have delivered to
the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance
and scope customary for opinions
of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred
to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”))
of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance
with this Section 2(f) and who is an Accredited Investor, (d)
the Securities are sold pursuant to Rule 144, or (e) the Securities are sold
pursuant to Regulation S
under the 1933
Act (or a
successor rule) (“Regulation
S”), and the
Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion
of counsel that shall be in form, substance and scope customary for opinions of
counsel in corporate transactions, which opinion
shall be accepted by the
Company; (ii) any sale of
such Securities made in reliance
on Rule 144 may
be made only
in accordance with the
terms of said Rule
and further, if said Rule
is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is defined in
the 1933 Act) may require
compliance with some other exemption
under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other person is
under any obligation
to register such
Securities under the
1933 Act or
any state securities laws or
to comply with the terms and conditions
of any exemption thereunder (in each case).
Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may
be pledged as
collateral in connection
with a bona
fide margin account or
other lending arrangement.


 


g.                 
Legends. The Buyer
understands that the
Note and, until
such time as the
Conversion Shares have
been registered under
the 1933 Act
may be sold
pursuant to Rule 144
or Regulation S
without any restriction
as to the
number of securities
as of a
particular date that can
then be immediately
sold, the Conversion
Shares may bear
a restrictive legend
in substantially the following
form (and a
stop-transfer order may
be placed against
transfer of the certificates
for such Securities):




    	 	3	 



     


    

“NEITHER
THE ISSUANCE AND
SALE OF THE
SECURITIES REPRESENTED BY
THIS  CERTIFICATE  NOR 
THE SECURITIES INTO
WHICH THESE
SECURITIES ARE EXERCISABLE
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
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
a certificate without such
legend to the
holder of any
Security upon which
it is stamped,
if, unless otherwise required
by applicable state
securities laws, (a)
such Security is
registered for sale
under an effective registration
statement filed under
the 1933 Act
or otherwise may
be sold pursuant
to Rule 144 or
Regulation S without
any restriction as
to the number
of securities as
of a particular date
that can then
be immediately sold,
or (b) such
holder provides the
Company with 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
Security may be
made without registration under
the 1933 Act,
which opinion shall
be accepted by
the Company so
that the sale or transfer is
effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the
legend has been
removed, in compliance
with applicable prospectus delivery
requirements, if any. 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, within 2 business days, it will be considered an Event of Default under the Note.


 


h.                 
Authorization; Enforcement. This
Agreement has been
duly and validly authorized.
This Agreement has
been duly executed
and delivered on
behalf of the Buyer,
and this Agreement
constitutes a valid
and binding agreement
of the Buyer
enforceable in accordance with
its terms.


 


i.                   
Residency. The Buyer
is a resident
of the jurisdiction
set forth immediately below
the Buyer’s name
on the signature
pages hereto.


 


3.                 
Representations and Warranties
of the Company.
The Company represents and
warrants to the
Buyer that, except
as otherwise disclosed
in the Company’s
public filings and reports
with the Securities
and Exchange Commission:




    	 	4	 



     


    

a.                  
Organization and Qualification.
The Company and
each of its subsidiaries,
if any, is
a corporation duly
organized, validly existing
and in good
standing under the laws
of the jurisdiction
in which it
is incorporated, with
full power and
authority (corporate and other)
to own, lease,
use and operate
its properties and
to carry on
its business as
and where now owned,
leased, used, operated
and conducted.


 


b.                 
Authorization; Enforcement. (i)
The Company has
all requisite corporate power
and authority to
enter into and
perform this Agreement,
the Note and
to consummate the transactions
contemplated hereby and
thereby and to
issue the Securities,
in accordance with the
terms hereof and
thereof, (ii) the
execution and delivery
of this Agreement, the
Note by the
Company and the
consummation by it
of the transactions
contemplated hereby and thereby
(including without limitation,
the issuance of
the Note and
the issuance and reservation
for issuance of the
Conversion Shares issuable
upon conversion or
exercise thereof) have been
duly authorized by
the Company’s Board
of Directors and
no further consent
or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been
duly executed and delivered by the Company by its authorized representative, and such
authorized representative is the true
and official representative with authority to
sign this Agreement and
the other documents executed in
connection herewith and bind the
Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of
such instruments will constitute, a legal, valid and binding obligation
of the Company
enforceable against the
Company in accordance
with its terms.


 


 


c.                  
Issuance of Shares.
The Conversion Shares
are duly authorized and
reserved for issuance
and, upon conversion
of the Note
in accordance with
its respective terms, will
be validly issued,
fully paid and
non-assessable, and 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.


 


d.                 
Acknowledgment of Dilution.
The Company understands
and acknowledges the potentially
dilutive effect to
the Common Stock
upon the issuance
of the Conversion Shares
upon conversion of
the Note. The
Company further acknowledges
that its obligation to
issue Conversion Shares
upon conversion of
the Note in
accordance with this Agreement,
the Note is
absolute and unconditional
regardless of the
dilutive effect that
such issuance may have
on the ownership
interests of other
shareholders of the
Company.


 


e.                  
No Conflicts. The
execution, delivery and
performance of this Agreement,
the Note by
the Company and
the consummation by
the Company of
the transactions contemplated hereby
and thereby (including,
without limitation, the
issuance and reservation
for issuance of the
Conversion Shares) will
not (i) conflict
with or result
in a violation
of any provision of
the Certificate of
Incorporation or By-laws,
or (ii) violate
or conflict with,
or result in a
breach of any
provision of, or
constitute a default
(or an event
which with notice
or lapse of time
or both could
become a default)
under, or give
to others any
rights of termination, amendment,
acceleration or cancellation
of, any agreement,
indenture, patent, patent
license or




    	 	5	 



     


    

instrument
to which the
Company or any
of its subsidiaries
is a party,
or (iii) result
in a violation of
any law, rule,
regulation, order, judgment
or decree (including
federal and state
securities laws and regulations
and regulations of
any self-regulatory organizations
to which the
Company or its securities
are subject) applicable
to the Company
or any of
its subsidiaries or
by which any property
or asset of
the Company or
any of its
subsidiaries is bound
or affected (except
for such conflicts, defaults,
terminations, amendments, accelerations,
cancellations and violations
as would not, individually
or in the
aggregate, have a
material adverse effect).
All consents, authorizations, orders,
filings and registrations
which the Company
is required to
obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof. The Company is not
in violation of the
listing requirements of the OTC
Marketplace (the “OTC MARKETS”)
and does not
reasonably anticipate that
the Common Stock
will be delisted
by the OTC MARKETS in
the foreseeable future, nor
are the Company’s securities
“chilled” by FINRA. The Company and its subsidiaries are unaware of any
facts or circumstances which might give rise
to any of
the foregoing.


 


f.                   
Absence of Litigation.
There is no
action, suit,
claim, proceeding, inquiry
or investigation before or
by any court, public board,
government agency, self-regulatory organization
or body pending
or, to the
knowledge of the
Company or any
of its subsidiaries, threatened
against or affecting
the Company or
any of its
subsidiaries, or their
officers or directors in
their capacity as
such, that could
have a material
adverse effect. Schedule
3(f) contains a complete
list and summary
description of any
pending or, to
the knowledge of
the Company, threatened proceeding
against or affecting
the Company or
any of its
subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing.


 


g.                 
Acknowledgment Regarding Buyer’
Purchase of Securities.
The Company acknowledges and
agrees that the
Buyer is acting
solely in the
capacity of arm’s
length purchasers with respect
to this Agreement
and the transactions
contemplated hereby. The Company
further acknowledges that
the Buyer is
not acting as
a financial advisor
or fiduciary of the
Company (or in
any similar capacity)
with respect to
this Agreement and
the transactions contemplated hereby
and any statement
made by the
Buyer or any
of its respective representatives
or agents in
connection with this
Agreement and the
transactions contemplated hereby is
not advice or a
recommendation and is
merely incidental to the
Buyer’ purchase of the Securities.
The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based
solely on the independent evaluation of the Company and its representatives.


 


h.                 
No Integrated Offering.
Neither the Company,
nor any of its affiliates,
nor any person
acting on its
or their behalf,
has directly or
indirectly made any
offers or sales in
any security or
solicited any offers
to buy any
security under circumstances
that would require registration
under the 1933
Act of the
issuance of the
Securities to the
Buyer. The issuance of
the Securities to
the Buyer will
not be integrated
with any other
issuance of the Company’s
securities (past, current
or future) for
purposes of any
shareholder approval provisions applicable
to the Company
or its securities.




    	 	6	 



     


    

i.                   
Title to Property.
The Company and
its subsidiaries have
good and marketable title
in fee simple
to all real
property and good
and marketable title
to all personal property
owned by them
which is material
to the business
of the Company
and its subsidiaries,
in each case free
and clear of
all liens, encumbrances
and defects except
such as are
described in Schedule 3(i)
or such as
would not have
a material adverse
effect. Any real
property and facilities held
under lease by
the Company and
its subsidiaries are
held by them
under valid, subsisting and
enforceable leases with
such exceptions as
would not have
a material adverse effect.


 


j.                   
Bad Actor. No officer or
director of the Company would be disqualified
under Rule 506(d)
of the Securities
Act as amended
on the basis
of being a
"bad actor" as that
term is established
in the September
19, 2013 Small
Entity Compliance Guide published
by the Securities
and Exchange Commission.


 


 


k.                 
Breach of Representations
and Warranties by
the Company. If
the Company breaches any
of the representations
or warranties set
forth in this
Section 3, and
in addition to any
other remedies available
to the Buyer
pursuant to this
Agreement, it will
be considered an Event
of default under
the Note.


 


		4.	COVENANTS.



 


a.                  
Expenses. At the
Closing, the Company
shall reimburse Buyer
for expenses incurred by
them in connection
with the negotiation,
preparation, execution, delivery and
performance of this
Agreement and the
other agreements to
be executed in
connection herewith (“Documents”),
including, without limitation,
reasonable attorneys’ and
consultants’ fees and expenses,
transfer agent fees,
fees for stock
quotation services, fees
relating to any amendments
or modifications of
the Documents or
any consents or
waivers of provisions
in the Documents, fees
for the preparation
of opinions of
counsel, escrow fees,
and costs of restructuring
the transactions contemplated by the Documents. When possible, the Company must pay these fees
directly, otherwise the Company must make immediate payment
for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission
of an invoice by the Buyer.


 


b.                 
Listing. The Company
shall promptly secure
the listing of
the Conversion Shares upon
each national securities
exchange or automated
quotation system, if
any, upon which shares
of Common Stock
are then listed
(subject to official
notice of issuance)
and, so long as
the Buyer owns
any of the
Securities, shall maintain,
so long as
any other shares
of Common Stock shall
be so listed,
such listing of
all Conversion Shares
from time to
time issuable upon conversion
of the Note.
The Company will
obtain and, so
long as the
Buyer owns any of the Securities,
maintain the listing and trading of its Common Stock on the
OTC MARKETS or any equivalent
replacement exchange, the Nasdaq National
Market (“Nasdaq”), the Nasdaq SmallCap
Market (“Nasdaq SmallCap”),
the New York
Stock Exchange (“NYSE”),
or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules of the Financial Industry Regulatory  Authority
 (“FINRA”)  and 
such  exchanges,  as 
applicable. The  Company  shall




    	 	7	 



     


    

promptly
provide to the
Buyer copies of
any notices it
receives from the
OTC MARKETS and any
other exchanges or
quotation systems on
which the Common
Stock is then
listed regarding the continued
eligibility of the
Common Stock for
listing on such
exchanges and quotation systems.


 


c.                  
Corporate Existence.
So long as
the Buyer beneficially
owns any Note,
the Company shall
maintain its corporate
existence and shall
not sell all
or substantially all of the
Company’s assets, except
in the event
of a merger
or consolidation or
sale of all
or substantially all of the Company’s
assets, where the surviving or successor
entity in such transaction (i)
assumes the Company’s
obligations hereunder and
under the agreements
and instruments entered into
in connection herewith
and (ii) is
a publicly traded
corporation whose Common Stock
is listed for
trading on the OTC
MARKETS, Nasdaq, Nasdaq
SmallCap, NYSE or AMEX.


 


d.                 
No Integration. The
Company shall not
make any offers
or sales of any
security (other than
the Securities) under
circumstances that would
require registration of the
Securities being offered
or sold hereunder
under the 1933
Act or cause
the offering of
the Securities to be
integrated with any
other offering of
securities by the
Company for the
purpose of any stockholder
approval provision applicable
to the Company
or its securities.


 


e.                  
Exclusivity. Once the
$84,250 note has
been funded, and
while such note is
outstanding, the Company
shall not enter
into any debt
financing or convertible security
financings or a
registered offering with
any third parties
without the prior
written consent of the
lender. Excluded from
this limitation is
traditional bank financing
and equipment leasing.


 


 


f.                   
Breach of Covenants.
If the Company
breaches any of
the covenants set forth in
this Section 4, and
in addition to any
other remedies available to
the Buyer pursuant to
this Agreement, it
will be considered
an event of
default under the
Note.


 


		5.	Governing
                                         Law; Miscellaneous.



 


a.                  
Governing Law. This
Agreement shall be
governed by and construed
in accordance with
the laws of
the State of
New York without
regard to principles
of conflicts of laws.
Any action brought
by either party
against the other
concerning the transactions contemplated
by this Agreement
shall be brought
only in the
state courts of
New York or in
the federal courts
located in the
state and county
of New York.
The parties to
this Agreement 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 Buyer 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 Agreement
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




    	 	8	 



     


    

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 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.


 


b.                 
Counterparts; Signatures by
Facsimile. This Agreement
may be executed in one
or more counterparts, each of
which shall be deemed an original
but all of which shall constitute
one and the
same agreement and
shall become effective
when counterparts have been
signed by each
party and delivered
to the other
party. This Agreement,
once executed by
a party, may be
delivered to the
other party hereto
by facsimile transmission
of a copy
of this Agreement bearing
the signature of
the party so
delivering this Agreement.


 


c.                  
Headings. The headings
of this Agreement
are for convenience
of reference only and
shall not form
part of, or
affect the interpretation
of, this Agreement.


 


d.                 
Severability. In the
event that any
provision of this
Agreement 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 provision hereof
which may prove
invalid or unenforceable under
any law shall
not affect the
validity or enforceability
of any other
provision hereof.


 


e.                  
Entire Agreement; Amendments.
This Agreement and
the instruments referenced herein
contain the entire
understanding of the
parties with respect
to the matters covered
herein and therein
and, except as
specifically set forth
herein or therein,
neither the Company nor
the Buyer makes
any representation, warranty,
covenant or undertaking
with respect to such
matters. No provision
of this Agreement
may be waived
or amended other
than by an instrument
in writing signed
by the majority
in interest of
the Buyer.


 


f.                   
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, (iv) via electronic mail
or (v) 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 delivery via electronic mail,
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




    	 	9	 



     


    

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:


Rich
Pharmaceuticals, Inc.


9595 Wilshire
Blvd Suite 900


Attn:
Ben Chang, CEO


 


 


If
to the Buyer:


LG
CAPITAL FUNDING, LLC


1218
Union Street, Suite
#2,


Brooklyn,
NY 11225 Attn: Joseph
Lerman





 


Each
party shall provide
notice to the
other party of
any change in
address.


 


g.                 
Successors and Assigns.
This Agreement shall
be binding upon
and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the
Buyer shall assign
this Agreement or
any rights or
obligations hereunder without
the prior written consent
of the other.
Notwithstanding the foregoing,
the Buyer may
assign its rights hereunder
to any person
that purchases Securities
in a private
transaction from the
Buyer or to any
of its “affiliates,”
as that term
is defined under
the 1934 Act,
without the consent
of the Company.


 


h.                 
Third Party Beneficiaries.
This Agreement is
intended for the benefit
of the parties
hereto and their
respective permitted successors
and assigns, and
is not for the
benefit of, nor
may any provision
hereof be enforced
by, any other
person.


 


i.                   
Survival. The representations
and warranties of
the Company and the
agreements and covenants
set forth in
this Agreement shall
survive the closing
hereunder notwithstanding any due
diligence investigation conducted
by or on
behalf of the
Buyer. The Company agrees
to indemnify and
hold harmless the
Buyer and all
their officers, directors, employees
and agents for
loss or damage
arising as a
result of or
related to any
breach or alleged breach
by the Company
of any of
its representations, warranties
and covenants set
forth in this Agreement
or any of
its covenants and
obligations under this
Agreement, including advancement of expenses as they are incurred.


 


j.                   
Further Assurances. Each
party shall do
and perform, or
cause to be done
and performed, all
such further acts
and things, and
shall execute and
deliver all such other
agreements, certificates, instruments
and documents, as
the other party
may reasonably request in
order to carry
out the intent
and accomplish the
purposes of this
Agreement and the consummation
of the transactions
contemplated hereby.




    	 	10	 



     


    

k.                 
No Strict Construction.
The language used
in this Agreement
will be deemed to
be the language
chosen by the
parties to express
their mutual intent,
and no rules
of strict construction will
be applied against
any party.


 


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




    	 	11	 



     


    

IN
WITNESS WHEREOF, the
undersigned Buyer and
the Company have
caused this Agreement to
be duly executed
as of the
date first above
written.


 


Rich
Pharmaceuticals, Inc.


 


By:
/s/ Ben Chang





Ben
Chang


Chief
Executive Officer


 


 


	LG
        CAPITAL FUNDING, LLC.

         

        By:
         /s/ Joseph Lerman

	Name:
    Joseph
    Lerman
	Title:  Manager
	AGGREGATE
    SUBSCRIPTION AMOUNT:
	Aggregate
Principal Amount of
Note:  $168,500.00
	Aggregate
    Purchase Price:
	Note
    1: $84,250.00 less
    $6,250.00 in legal
    fees
	Note
    2: $84,250.00 less
    $3,900.00 in legal
    fees.




    	 	12	 



     


    

EXHIBIT
A


144 NOTE -
$84,250




    	 	13	 



     


    

EXHIBIT
B


BACK
END NOTE $84,250



    	 	14