THIS NOTE MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR.


 


	
         

        $___________
	
        State of Utah

        May 27, 2015



 


SECURED INVESTOR NOTE #1


 


FOR
VALUE RECEIVED, Typenex Co-Investment, LLC, a Utah limited liability company (“Investor”),
hereby promises to pay to Rich Pharmaceuticals, Inc., a Nevada corporation (“Company”,
and together with Investor, the “Parties”), the principal sum of $____________ together with all accrued and
unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1
(this “Note”). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith,
entered into by and between Investor and Company (as the same may be amended from time to time, the “Purchase Agreement”),
pursuant to which Company issued to Investor that certain Secured Convertible Promissory Note in the principal amount of $362,500.00
(as the same may be amended from time to time, the “Company Note”), convertible into shares of Company’s
Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase
Agreement.


1.                  
Principal and Interest. Interest
shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of eight percent
(8%) per annum until the full amount of the principal and fees has been paid. Interest shall
be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary
herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law,
as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note,
shall be due and payable on the date that is twelve (12) months from the date hereof (the “Investor Note Maturity
Date”); provided, however, that Investor may elect, in its sole discretion, to extend the Investor Note Maturity
Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Investor Note
Maturity Date.


2.                  
Payment. Unless prepaid, all principal and accrued interest under this Note
is payable in one lump sum on the Investor Note Maturity Date. All payments of interest
and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds.
All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal.
Payment of principal and interest hereunder shall be delivered to Company at the address furnished to Investor for that purpose.



3.                  
Prepayment by Investor. Investor may, with Company’s consent, pay, without penalty,
all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the
Investor Note Maturity Date.


4.                  
Security. The payment of this Note (and all the other Secured Investor Notes (as defined
in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the
same may be amended from time to time, the “Pledge Agreement”) executed by Investor, as Pledgor, in favor of
Company, as Secured Party, whereby Investor has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois
limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement
are hereby incorporated into and made a part of this Note.


5.                  
Termination of Security Interest. As
set forth in the Pledge Agreement, Company covenants and agrees
that upon the earlier of (i) the date on which all of the Secured Investor Notes are repaid in full and (ii) at Investor’s
election, the date that is six (6) months and three (3) days following the execution of the Pledge Agreement, or such later date
as specified by Investor in its sole discretion (the “Termination
Date”), the Pledge Agreement and all security interests granted thereunder with respect to the Collateral (as defined
in the Pledge Agreement) shall terminate, and Investor, as Company’s
attorney-in-fact, shall be authorized to terminate all UCC Financing Statements (Form UCC1) (each, a “Financing Statement”)
filed under the Pledge Agreement by way of filing a UCC Financing Statement Amendment (Form UCC3) with respect to each such Financing
Statement, and to take all other actions (including making all
filings) necessary to reflect that the Pledge Agreement and the security interests granted thereunder have terminated. For avoidance
of doubt, after the Termination Date, there shall be no collateral securing this Note.




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6.                  
Right of Offset. Notwithstanding anything to the contrary herein or in any of the other
Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Company Note) under the Company
Note or any other note issued by Company in connection with the Purchase Agreement, (ii) the Company Note is accelerated for any
reason, or (iii) of a breach of any material term, condition, representation, warranty, covenant or obligation of Company under
any Transaction Document, Investor shall be entitled to deduct and offset any amount owing by Company under the Company Note from
any amount owed by Investor under this Note (the “Investor Offset Right”), provided that if any of the foregoing
events occur and Investor has not yet exercised the Investor Offset Right, the Investor Offset Right shall be automatically exercised
on the date that is thirty (30) days prior to the Investor Note Maturity Date (an “Automatic
Offset”). Other than with respect to an Automatic Offset, Investor may only elect to exercise the Investor Offset Right
by delivering to Company an offset notice in a form substantially similar to Exhibit B to the Company Note or another
form of Investor’s choosing. In the event that Investor’s exercise of the Investor Offset Right under this Section
6 results in the full satisfaction of Investor’s obligations under this Note, then Company shall return this Note to Investor
for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide Investor with a lost note
affidavit in a form reasonably acceptable to Investor.


7.                  
Default. If any of the events specified below shall occur (each, an “Investor
Note Default”) Company may declare the unpaid principal balance under this Note, together with all accrued and unpaid
interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to Investor.
If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Investor Note
Default will have occurred) if Investor, after receiving written notice from Company demanding cure of such default, either (i)
cures the default within fifteen (15) days of the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days,
immediately initiates steps that Company deems in Company’s reasonable discretion to be sufficient to cure the default and
thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably
practical. Each of the following events shall constitute an Investor Note Default:


7.1.             
Failure to Pay. Investor’s failure to make any payment when due and payable under
this Note (a “Payment Default”);


7.2.             
Breaches of Covenants. Investor’s failure to observe or perform any other covenant,
obligation, condition or agreement contained in this Note;


7.3.             
Representations and Warranties. If any representation, warranty, certificate, or other
statement (financial or otherwise) made or furnished by or on behalf of Investor to Company in writing in connection with this
Note or any of the other Transaction Documents, or as an inducement to Company to enter into the Purchase Agreement, shall be false
or misleading in any material respect when made or furnished; and


7.4.             
Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or
similar law or rule against Investor, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator,
assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties
of Investor.


8.                  
Binding Effect; Assignment. This Note shall be binding on the Parties and their respective
heirs, successors, and assigns; provided, however, that neither Party shall assign any of its rights hereunder without
the prior written consent of the other Party, except that Investor may assign this Note to any of its Affiliates without the prior
written consent of Company and, furthermore, Company agrees that it shall not unreasonably withhold, condition or delay its consent
to any other assignment of this Note by Investor.


9.                  
Governing Law. This Note shall be governed by and interpreted in accordance with the
laws of the State of Utah for contracts to be wholly performed in such state and without giving effect to the principles thereof
regarding the conflict of laws.


10.               
Purchase Agreement; Arbitration of Disputes. By acceptance of this Note, each Party
agrees to be bound by the applicable terms, conditions and general provisions of the Purchase Agreement and the other Transaction
Documents, including without limitation the Arbitration Provisions (as defined in the Purchase Agreement) attached as an exhibit
to the Purchase Agreement.




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11.               
Customer Identification–USA Patriot Act Notice. Company hereby notifies Investor
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”),
and Company’s policies and practices, Company is required to obtain, verify and record certain information and documentation
that identifies Investor, which information includes the name and address of Investor and such other information that will allow
Company to identify Investor in accordance with the Act.


12.               
Lawful Interest. It being the intention of Company and Investor to comply with all
applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary
in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note
providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess
of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection,
of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof (“Excess Interest”).
If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:


12.1.          
the provisions of this Section 12 shall govern and control;


12.2.          
Investor shall not be obligated to pay any Excess Interest;


12.3.          
any Excess Interest that Company may have received hereunder shall, at the option of Company,
be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to
exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;


12.4.          
the applicable interest rate or rates shall be automatically subject to reduction to the maximum
lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction
Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or
rates; and


12.5.          
Investor shall not have any action or remedy against Company for any damages whatsoever or
any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.


13.               
Pronouns. Regardless of their form, all words used in this Note shall be deemed singular
or plural and shall have the gender as required by the text.


14.               
Headings. The various headings used in this Note as headings for sections or otherwise
are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall
not limit or otherwise affect the meanings thereof.


15.               
Time of Essence. Time is of the essence with this Note.


16.               
Severability. If any part of this Note is construed to be in violation of any law,
such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this
Note shall remain in full force and effect.


17.               
Attorneys’ Fees. If any arbitration or action at law or in equity is necessary
to enforce this Note or to collect payment under this Note, Company shall be entitled to recover reasonable attorneys’ fees
directly related to such enforcement or collection actions.


18.               
Amendments and Waivers; Remedies. No failure or delay on the part of either Party hereto
in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Party
hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver
of any provision of this Note, and any consent to any departure by either Party from the terms of any provision of this Note, shall
be effective (i) only if it is made or




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given in writing and signed by Investor
and Company and (ii) only in the specific instance and for the specific purpose for which made or given.


19.               
Notices. Unless otherwise provided for herein, all notices, requests, demands, claims
and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”
Either Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered
by providing notice thereof in the manner set forth in the Purchase Agreement.


20.               
Final Note. This Note, together with the other Transaction Documents, contains the
complete understanding and agreement of Investor and Company and supersedes all prior representations, warranties, agreements,
arrangements, understandings, and negotiations of Investor and Company with respect to the subject matter of the Transaction Documents.
THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


[Remainder of page intentionally left blank;
signature page follows]




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IN WITNESS WHEREOF, the
Parties have executed this Note as of the date set forth above.


 


INVESTOR: Typenex
Co-Investment, LLC


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its
Manager


 


 


By:/s/ John M. Fife


John M. Fife, President


 


 


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


COMPANY:


Rich
Pharmaceuticals, Inc.


 


By: /s/ Ben Chang


Name: Ben Chang


Title: CEO



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