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


 


 


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) 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.



    	 	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 in-
clude 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)	The
                                         Notes may
                                         be prepaid
                                         with the
                                         following penalties:



 





	PREPAY DATE	PREPAY AMOUNT
	≤ 90 days	140% of principal plus accrued interest
	>90 days <=180 days  	150% of principal plus 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 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 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.


 







    	 	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
receiver 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
3 business days
of the request
of the Holder.


 


(m)            The
Company shall not
be “current” in
its filings with
the Securities and Exchange
Commission (which includes the
benefit of extension);
or


 


(n)             The
Company shall lose
the “bid” price
for its stock
in a market
(including the OTCQB marketplace
or other exchange).


 


Then,
or at any
time thereafter, unless
cured within 5
days, 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, with- out
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, 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 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(n)
shall be an
in- crease 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 20%. 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
al- low 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.


 


12.           
The Company shall
issue irrevocable transfer
agent instructions reserving 674,000,000
shares of its
Common Stock for
conversions under this
Note (the “Share
Reserve”). Upon full conversion
of this Note,
any shares remaining
in the Share
Reserve shall be
cancelled. The Company shall
pay all transfer
agent costs associated
with issuing and
delivering the share certificates
to Holder. If
such amounts are
to be paid
by the Holder,
it may deduct
such amounts from the
Conversion Price. The
company should at
all times reserve
a minimum of
four times the amount
of shares required
if the note
would be fully
converted.  The Holder
may reasonably request increases
from time to
time to reserve
such amounts. The
Company will instruct
its transfer agent to
provide the outstanding
share information to
the Holder in
connection with its
conversions.



    	 	6	 



     


    




 


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