SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT
(the “Agreement”), dated
as of May 5,
2015, by and
between Rich Pharmaceuticals,
Inc.,
a Nevada corporation,
with headquarters located
at 9595 Wilshire
Blvd., 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 $137,800.00 (with
the first note
being in the
amount of $68,900.00
and the second
note being in
the amount of $68,900.00)
(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, $0.001 par
value per share,
of the Company
(the “Common Stock”),
upon the terms
and subject to
the limitations and
conditions set forth
in such Note.
The Notes shall contain
a 6% original
issue discount such
that the purchase
price of each
Note shall be $65,000.00. 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 $65,000.00
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 the
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
first issuance and
sale of the Note
pursuant to this
Agreement (the “Closing
Date”) shall be
on or about
May 5, 2015,
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.
The Closing of the
Second Note shall
be on or
before the dates
specified in the
Buyer Note.


 


 


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 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.




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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):




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“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:




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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.




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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 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 requirements of
the Over-the-Counter Markets (the “OTC Markets”) for OTC Pink Status and does not reasonably anticipate that the Common
Stock will be not reported 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. Except as
disclosed in the
Company’s public filings, 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. The
Company’s filings with
the SEC contains
a 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.




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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.


 


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. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses
shall be $3,000 in legal fees (and similar amounts for the Second Note) which shall be deduced from each Note when funded.




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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 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’sreporting, filing and other obligations under the bylaws
or rules of the Financial Industry Regulatory Authority
(“FINRA”) and such
exchanges, as applicable. The
Company shall 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.                  
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.




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		5.	Governing Law;
Miscellaneous.



 


a.                  
Governing Law.
This Agreement shall
be governed by
and construed in accordance
with the laws
of the State
of Nevada 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 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 or any other Transaction Document 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.




    	9



    	 



    




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,
or (iv) 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 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 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.


Beverly
Hills, Ca 90212


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.




    	10



    	 



    




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.


 


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, CEO


 


LG CAPITAL
FUNDING, LLC.


 


By: /s/ Joseph Lerman


Name: Joseph Lerman


Title:Manager


 


AGGREGATE
SUBSCRIPTION AMOUNT:





	Aggregate Principal Amount of Note:	$137,800.00
	Aggregate Purchase Price:	 
	Note 1: $68,900.00 less $3,900.00 in OID, less $3,000.00 in legal fees and $12,500.00 to Steven James Davis, a Professional Corporation
	Note 2: $68,900.00 less $3,900.00 in OID, less $3,000.00 in legal fees




    	12



    	 



    

 EXHIBIT
A


144
NOTE - $68,900




    	13



    	 



    

 EXHIBIT
B BACK END NOTE
1


$68,900




    	14