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 UNDER
THE SECURITIES ACT OF
1933, AS AMENDED,
AND THE RULES
AND REGULATIONS PROMULGATED
THEREUNDER (THE "1933
ACT”)


 


 


US
$68,900.00


 


 


RICH
PHARMACEUTICALS, INC.


8%
CONVERTIBLE REDEEMABLE NOTE DUE
MAY 5, 2016


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 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
$65,000.00. 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.


 


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, after
the expiration of
the requisite Rule
144 holding period
and after full
cash payment for
the promissory note issued
by the Holder
to the Company
simultaneously with the
issuance by the
Company of this Note
(the “Holder Issued
Note”), 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 Com- mon 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").
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)                
This Note may
not be prepaid,
except that if
the $68,900 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 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.




    	 



    	 



    




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 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
and not cure
such breach within
10 days; 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


 


(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; or




    	 



    	 



    

 


		(h)	Intentionally Deleted



 


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


 


		(j)	Intentionally Deleted;



 


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


 


(l)                   
The Company
shall not replenish
the reserve set
forth in Section
12, with- in 5
business days of
the request of
the Holder ;
or


 


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



$0.0004
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 forty thousand
dollars ($40,000.00) in
any 5 consecutive
trading days; or


 


(o)                 
The Company
shall cease to
be “current” (which
includes the benefit
of any extension period)
in its filings
with the Securities
and Exchange Commission;
or


 


(p)     
The Company shall
lose the “bid” price for
its stock in 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, 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 be accrue
at a default interest
rate of 22.5% per
annum or, if
such rate is
usurious or not
permitted by current
law, then at
the highest rate of interest permitted
by law. Further, if the Note
becomes due and payable, the Holder may use the outstanding principal and interest
due under the Note to offset any payment obligations it may have to the Company. In the event of a breach of 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. Once cash funded, the penalty for a breach of Section 8(p)
shall be an increase of the outstanding principal amounts by 20%. Once cash funded, in the event 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 outstanding principal
due under this Note shall increase by 10%.




    	 



    	 



    




If
the Holder shall
commence an action
or proceeding to
enforce any provisions
of this Note,
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
De- liver 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)]


 


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 issuer. Further.
The Company will
instruct its counsel
to either (i)
write a 144
opinion to allow
for salability of the
conversion shares or
(ii) accept such
opinion from Holder’s
counsel.


 


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 al- low
the holder to
convert this note
based on the
discounted conversion price
set forth in
Section 4(a) herewith. The company
should at all times reserve a minimum
of three times the amount of shares
required if the
note would be
fully converted.  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
including any overnight
fees. 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.




    	 



    	 



    




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


 


 


Dated:  


 


 


RICH PHARMACEUTICALS,
INC.


 


By: /s/ Ben Chang


Title: CEO




    	 



    	 



    

 


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”) accord- ing 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: 












    	1