NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.


 


Rich
Pharmaceuticals, Inc.


 


Convertible
Note


 


	Issuance
    Date: August 14, 2014	Original
    Principal Amount:$250,000
	Note
    No. RCHA-1	Consideration
    Paid at Close:   $55,000
	 	 


 


FOR
VALUE RECEIVED, Rich Pharmaceuticals, Inc., a Nevada corporation (the "Company"), hereby promises
to pay to the order of Vista Capital Investments, LLC or registered assigns (the "Holder") the amount
set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or
otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption
or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding
Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date")
until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case
in accordance with the terms hereof).


The
Original Principal Amount is $250,000 (two hundred fifty thousand) plus accrued and unpaid interest and any other fees. The Consideration
is $237,500 (two hundred thirty seven thousand five hundred) payable by wire transfer (there exists a $12,500 prorated
original issue discount (the “OID”)). The Holder shall pay $55,000 of Consideration upon closing of this Note. The
Holder may pay additional Consideration to the Company in such amounts and at such dates as Holder may choose in its sole discretion.
For purposes hereof, the term “Outstanding Balance” means the Original Principal Amount, as reduced or increased,
as the case may be, pursuant to the terms hereof for conversion, breach hereof or otherwise, plus any accrued but unpaid interest,
collection and enforcements costs, and any other fees or charges incurred under this Note. The Original Principal Amount due to
Holder shall be prorated based on the Consideration paid by Holder (plus an approximate 5% Original Issue Discount that is prorated
based on the Consideration paid by the Holder as well as any other interest or fees) such that the Company is only required to
repay the amount funded and the Company is not required to repay any unfunded portion of this Note.


(1)              
GENERAL TERMS


(a)               
Payment of Principal. The "Maturity Date" shall be two years from the date of each payment of Consideration,
as may be extended at the option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall
not have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not
have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of
time and the failure to cure would result in an Event of Default. 


(b)              
Interest. A one-time interest charge of twelve percent (12%) (“Interest Rate”) shall be applied on the
Issuance Date to the Original Principal Amount. Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein)
to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers
of Notes in cash or converted into Common Stock at the Conversion Price provided the Equity Conditions are satisfied. 


(c)               
Security. This Note shall not be secured by any collateral or any assets pledged to the Holder


(2)              
EVENTS OF DEFAULT. 


(a)               
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


(i)                
The Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note
(including, without limitation, the Company's failure to pay any redemption payments or amounts hereunder) or any other Transaction
Document; 


(ii)              
A Conversion Failure as defined in section 3(b)(ii)



    	1



    	 



    




(iii)            
The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary
of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company
any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company
shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the
foregoing;


(iv)            
The Common Stock is suspended or delisted for trading on the OTC Markets (the “Primary Market”). 


(v)              
The Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.


(b)              
Upon the occurrence of any Event of Default, the Outstanding Balance shall immediately increase to 120% of the Outstanding Balance
immediately prior to the occurrence of the Event of Default (the “Default Effect”). The Default Effect shall automatically
apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.


(3)              
CONVERSION OF NOTE.This Note shall be convertible into shares of the Company's Common Stock, on the terms and conditions
set forth in this Section 3.


(a)               
Conversion Right. Subject to the provisions of Section 3(c), at any time or times on or after the Issuance Date, the Holder
shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and
nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion Price (as defined below). The number of
shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient
of dividing the Conversion Amount by the Conversion Price. The Company shall not issue any fraction of a share of Common Stock
upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall
round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer agent
fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection with the issuance of shares
of the Company’s Common Stock to the Holder arising out of or relating to the conversion of this Note. 


(i)                
"Conversion Amount" means the portion of the Original Principal Amount and Interest to be converted, plus any
penalties, redeemed or otherwise with respect to which this determination is being made.


(ii)              
"Conversion Price" shall equal 60% of the lowest trade occurring during the twenty (20) consecutive Trading Days
immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to
adjustment as provided in this Note.


(b)              
Mechanics of Conversion.


(i)                
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"),
the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY
Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion
Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the
"Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common
Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided
that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities
Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's
or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the
Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock
to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule
144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal
portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and
in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder
a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common
Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares
of Common Stock upon the transmission of a Conversion Notice.


(ii)              
Company's Failure to Timely Convert. If within two (2) Trading Days after the Company's receipt of the facsimile or email
copy of a Conversion Notice the Company shall fail to issue and deliver to Holder via “DWAC/FAST” electronic transfer
the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (a
"Conversion Failure"), the Original Principal Amount of the Note shall increase by $2,000 per day until the Company
issues and delivers a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (under Holder’s and Company’s
expectation that any damages will tack back to the Issuance Date). Company will not be subject to any penalties once its transfer
agent processes the shares to the DWAC system. If the Company fails to deliver shares in accordance with the timeframe stated
in this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind
any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion
amount returned to the Outstanding Balance with the rescinded conversion shares returned to the Company (under Holder’s
and Company’s expectations that any returned conversion amounts will tack back to the original date of the Note).



    	2



    	 



    




(iii)            
DWAC/FAST Eligibility.If the Company fails for any reason to deliver to the Holder the Shares by DWAC/FAST electronic
transfer (such as by delivering a physical stock certificate), or if there is a Conversion Failure as defined in Section 3(b)(ii),
and if the Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company
written notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the
Holder whole by either of the following options at Holder’s election:


Market
Price Loss = [(High trade price for the period between the day of conversion and the day the shares clear in the Holder’s
brokerage account) x (Number of shares receivable from the conversion)] – [(Net Sales price realized by Holder) x (Number
of shares receivable from the conversion)].


Option
A – Pay Market Price Loss in Cash. The Company must pay the Market Price 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.


Option
B – Add Market Price Loss to Outstanding Balance. The Company must pay the Market Price Loss by adding the Market Price
Loss to the Outstanding Balance (under Holder’s and the Company’s expectation that any Market Price Loss amounts will
tack back to the Issuance Date).


In
the case that conversion shares are not deliverable by DWAC/FAST electronic transfer an additional 10% discount to the Conversion
Price will apply.


(iv)            
DTC Eligibility & Sub-Penny. If the Company fails to maintain its status as “DTC Eligible” for any reason,
or, if the Conversion Price is less than $0.01, the Principal Amount of the Note shall increase by ten thousand dollars ($10,000)
(under Holder’s and Company’s expectation that any Principal Amount increase will tack back to the Issuance Date).
In addition, the Conversion Price shall be redefined to equal the lesser of (a) $0.05 or (b) 50% of the lowest trade occurring
during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder
elects to convert all or part of this Note, subject to adjustment as provided in this Note.


(v)              
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion
Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which
notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder
and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall
use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this
Note upon conversion.


(c)   
Limitations on Conversions or Trading.


(i)                
Beneficial Ownership. The Company shall not effect any conversions of this Note and the Holder shall not have the right
to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after
giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially
own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.99%
of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as
payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may
hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock
in excess of 9.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially
owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction
contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the
limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible
shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount
of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in
the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a)
and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this
Note. The provisions of this Section may be waived by Holder upon written notification to the Company.


(d)  
Other Provisions.


(i)                
Share Reservation.The Company shall at all times reserve and keep available out of its authorized Common Stock the
full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note; and within five (5)
Business Days following the receipt by the Company of a Holder's notice that such minimum number of Underlying Shares is not so
reserved, the Company shall promptly reserve a sufficient number of shares of Common Stock to comply with such requirement. The
Company will at all times reserve at least 12,500,000 shares of Common Stock for conversion.


(ii)              
Prepayment.During the first 180 days this Note is in effect, upon 20 business days’ notice to Holder (“Notice
Period”), the Company may redeem this Note by paying to the Holder an amount as follows (“Redemption Amount”):
(i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 135% of the Outstanding
Balance of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 90th day
this Note is in effect, but before the 180th day this Note is in effect, then for an amount equal to 145% of the Outstanding Balance
of this Note along with any accrued interest. This Note may not be redeemed after 180 days without written consent of the Holder.
The redemption must be closed and paid for within 3 business days following the Notice Period or the redemption will be invalid
and the Company may not redeem this Note. The Holder may convert this Note pursuant to the terms hereof at all times, including
during the Notice Period, until the Redemption Amount has been received in full.



    	3



    	 



    




(iii)            
All calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.


(iv)            
Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein
for the Company's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security.
The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law. 


(4)              
Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding,
the Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant
to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10)
of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance
of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages
charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately
due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.


(5)              
INTENTIONALLY DELETED.


(6)              
REISSUANCE OF THIS NOTE.


(a)               
Assignability. The Company may not assign this Note. This Note will be binding upon the Company and its successors and
will inure to the benefit of the Holder and its successors and assigns and may be assigned by the Holder to anyone of its choosing
without Company’s approval. 


(b)              
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the
Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.


 


(7)              
NOTICES.Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be those set forth in the communications and documents that each party has provided the other immediately
preceding the issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person
as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness
of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication,
(ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.


The
addresses for such communications shall be:


 


If
to the Company, to:


 


Rich
Pharmaceuticals, Inc.


9595
Wilshire Blvd, Ste 900


Beverly
Hills, CA 90212 





Attn:
Ben Chang


Email:
b.chang@richpharmaceuticals.com





 


If
to the Holder:


 


VISTA
CAPITAL INVESTMENTS, LLC


4342
Vista Way


La
Mesa CA 91941


Attn:
David Clark, Principal







(8)              
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of California,
without giving effect to conflicts of laws thereof. 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 California or in the federal courts located in the
city and county of San Diego, in the State of California. Both parties and the individuals signing this Agreement agree to submit
to the jurisdiction of such courts.


(a)               
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to
insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be
in writing.


[Signature
Page Follows]







    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date
set forth above.


 


  COMPANY:    


  


  Rich Pharmaceuticals, Inc.  


     


 
  By: /s/  Ben
Chang


    Name:Ben Chang  


    Title:Chief Executive Officer  


   





HOLDER:





 


VISTA
CAPITAL INVESTMENTS, LLC.


 





By:/s/
David Clark





Name:
David Clark





Title:
Principal


 


[Signature
Page to Convertible Note No. RCHA-1]


 




    	 



    	 



    

 


EXHIBIT A


NOTICE OF CONVERSION


[Company Contact, Position]            


Rich Pharmaceuticals, Inc.            


[Company Address]            


[Contact Email Address}     


       


The undersigned hereby elects to convert a portion of the $________ Convertible Note _______ issued to Vista Capital Investments, LLC on ____________ into Shares of Common Stock of ____________ according to the conditions set forth in such Note as of the date written below.


 


By accepting this notice of conversion, you are acknowledging that the number of shares to be delivered represents less than 10% (ten percent) of the common stock outstanding.  If the number of shares to be delivered represents more than 9.99% of the common stock outstanding, this conversion notice shall immediately automatically extinguish and debenture Holder must be immediately notified.


               


Date of Conversion:  


Conversion Amount:    


Conversion Price:    


Shares to be Delivered:    


               


Shares delivered in name of:   


         


VISTA CAPITAL INVESTMENTS, LLC


               


 Signature:          


By:
Title:    
     
 


Vista
Capital Investments, LLC    
     


               











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