Item 1.01 Entry into a Material Definitive Agreement.

On June 11, 2019, Rich Pharmaceuticals, Inc. (the “Company”) executed an Asset Assignment Agreement with Richard L. Chang Holdings, LLC (“Holdings”) pursuant to which the Company assigned to Holdings certain of the Company’s intellectual property assets related to its historical drug development business in consideration of Holding’s (or a third party) assumption of certain debt of the Company in the amount of $229,194 and the cancellation of debt owed by the Company to Holdings and Ben Chang in the amount of $1,216,064. The foregoing is only a brief description of the material terms of the Asset Assignment Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report.

On June 11, 2019, the Company executed an Asset Licensing Agreement with Geopulse Exploration, Inc. (“Geopulse”) pursuant to which Geopulse licensed to the Company the Online Marketplace Technology, and all related technologies, and its exchange URL and trade secrets, and data related to the Online Marketplace Technology. The Online Marketplace Technology is a marketplace/exchange software used in industries that are highly regulated. The technology is intended to facilitate the exchange of products that are certified and lab tested between vetted parties using a save escrow/payment mechanism. The Company intends to utilize the technology to customize launch, and manage a HEMP exchange for compliant HEMP products. In consideration for the license, the Company has agreed to issue 3,500,000,000 shares of restricted Company common stock to Geopulse. The issuance of the shares of Company common stock was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the shares was an accredited investor. The foregoing is only a brief description of the material terms of the Asset Licensing Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report.

On June 19, 2019, the Company executed a Promissory Note (the “Holdings Note”) in the amount of $181,108 with Holdings. The Holdings Note bears interests at the rate of 10% and must be repaid on or before May 19, 2020. The amounts under the Holdings Note may be converted by Holdings at any time into shares of Company common stock at a conversion price equal to 60% of the lowest trading price during the 10-day period prior to conversion (as determined in the Holdings Note). The Holdings Note contains certain representations, warranties, covenants and events of default, and increases in the conversion discount and amount of the principal and interest rates under the Holdings Note in the event of such defaults. The foregoing is only a brief description of the material terms of the Holdings Note and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report. The issuance of the Holdings Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the note was an accredited investor.

On June 19, 2019, the Company executed a Promissory Note (the “SDLG Note”) in the amount of $45,505 with SD Law Group APC (“SDLG”). The SDLG Note bears interests at the rate of 10% and must be repaid on or before May 19, 2020. The amounts under the SDLG Note may be converted by SDLG at any time into shares of Company common stock at a conversion price equal to 60% of the lowest trading price during the 10-day period prior to conversion (as determined in the SDLG Note). The SDLG Note contains certain representations, warranties, covenants and events of default, and increases in the conversion discount and amount of the principal and interest rates under the SDLG Note in the event of such defaults. The foregoing is only a brief description of the material terms of the SDLG Note and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report. The issuance of the SDLG Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the note was an accredited investor.