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 RULESAND
REGULATIONS PROMULGATED THEREUNDER (THE
 "1933 ACT”)









 


US $68,900.00


 


 


RICH
PHARMACEUTICALS, INC.


8%
CONVERTIBLE REDEEMABLE NOTE DUE
MAY 5, 2016


 


 


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 Eight
Thousand Nine Hundred Dollars
exactly (U.S. $68,900.00)
on May 5,
2016 ("Maturity Date")
and to pay
interest on the principal
amount outstanding hereunder
at the rate
of 8% per
annum commencing on
May 5, 2015. This
Note contains a
6% original issue
discount such that
the purchase price
of the note
is $65,000. 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 outstand- ing 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.




    	 



    	 



    




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, 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 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 trading
days including the
day upon which
a Notice of Conversion
is received by the
Company (provided such Notice
of Conversion is delivered by
fax or other electronic
method of communication
to the Company
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.
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
accompanied 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 conversion, 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 decreased to 48% instead of 58% while that “Chill” is in effect.
In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other
shares of Company
Common Stock beneficially
owned by the
Holder and its
affiliates would exceed 9.9% of
the outstanding shares
of the Common
Stock of the
Company. The interest
rate, conversion discount and lookback period
will be adjusted for the benefit of
the Holder if the company offers
a more favorable interest rate (including
an OID) conversion discount or lookback
period to another
party while this
note is in
effect (a “Ratchet”).
However, if the
Company completes its S1 registration
statement with the Holder in the 180 days after the
issuance of the Note, the Ratchet shall be removed.




    	2



    	 



    




(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 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:
(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 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 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 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 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 trustee,
liquidator or receiver
for its or
for a substantial
part of its
property or business;
(5) 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




    	4



    	 



    




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


 


		(h)	Intentionally Deleted;
or



 


(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


 


(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;
or


 


Then,
or at any
time thereafter, unless
cured within 5
days, and in
each and every
such case, un- less
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 permit- ted 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.  In case of a breach
of Section 8(i), the outstanding
principal due under this Note shall increase by 50%. If this Note is not paid at maturity, the out- standing 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,
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.




    	5



    	 



    




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,
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 678,817,000 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 con- version
of this Note,
the any shares
remaining in the
Share Reserve shall
be cancelled. 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
shall pay for
all costs associated
with the issuance of
the shares, if
such amounts are
to be paid
by the Holder,
it may deduct
such amounts from
the Conversion Price.


 


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 Nevada
applicable to contracts
made and wholly
to be performed
within the State
of Nevada 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.




    	6



    	 



    




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


 


 


Dated: May 5, 2015


 


RICH PHARMACEUTICALS,
INC.


 


By: /s/ Ben Chang


Ben Chang


Title: CEO




    	7



    	 



    




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
intoShares 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:
 








    	8