SECURED
CONVERTIBLE PROMISSORY NOTE 


Effective Date: May 27, 2015U.S. $362,500.00


 


FOR VALUE RECEIVED,
Rich Pharmaceuticals, Inc., a Nevada corporation (“Borrower”),
promises to pay to Typenex Co-Investment, LLC, a Utah limited liability company,
or its successors or assigns (“Lender”), $362,500.00 and any interest, fees, charges, and late fees on the date
that is twelve (12) months after the Purchase Price Date (as defined below) (the “Maturity Date”) in accordance
with the terms set forth herein and to pay interest on the Outstanding Balance (including all Tranches (as defined below), both
Conversion Eligible Tranches (as defined below) and Subsequent Tranches (as defined below) that have not yet become Conversion
Eligible Tranches) at the rate of ten percent (10%) per annum from the Purchase Price Date until the same is paid in full. This
Secured Convertible Promissory Note (this “Note”) is issued and made effective as of May 27, 2015 (the “Effective
Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated May 27, 2015, as the same may
be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). All interest calculations
hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound
daily and shall be payable in accordance with the terms of this Note. Certain capitalized terms used herein are defined in Attachment
1 attached hereto and incorporated herein by this reference.


This Note carries
an OID of $32,500.00. In addition, Borrower agrees to pay $5,000.00 to Lender to cover Lender’s legal fees, accounting costs,
due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for
this Note shall be $325,000.00 (the “Purchase Price”), computed as follows: $362,500.00 original principal balance,
less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the
Secured Investor Notes (as defined in the Purchase Agreement) and a wire transfer of immediately available funds in the amount
of the Initial Cash Purchase Price (as defined in the Purchase Agreement). This Note shall be comprised of eight (8) tranches (each,
a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $16,000.00 and any interest, costs,
fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in
the Purchase Agreement) (the “Initial Tranche”), (ii) a subsequent Tranche in the amount of $16,500.00,
plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction
Documents (the “Second Tranche”), and (iii) six (6) additional Tranches, each in the amount of $55,000.00, plus
any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents
(each, including the Second Tranche, a “Subsequent Tranche”). The Initial Tranche shall correspond to the Initial
Cash Purchase Price, the OID, and the Transaction Expense Amount, and may be converted any time subsequent to the Purchase Price
Date. The Second Secured Investor Notethe second Subsequent Secured Investor NoteSecured Investor NoteSecured Investor NoteSecured
Investor NoteSecured Investor Notethe Secured Investor Note costs, fees or charges


1.                  
Payment; Prepayment. All payments owing hereunder shall be in lawful money of the United
States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished
to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges,
if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower
has not received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered
and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower
shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding
Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its
right to prepay this Note, and (z) the date of prepayment, which shall be not less than five (5) Trading Days from the date of
the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower
shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender
in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount
in cash equal to 125% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the
“Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior
to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s
prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment
Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding
Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the
Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date
that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower
delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days
following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note. 


2.                  
Security. This Note is secured by that certain Security Agreement of even date herewith,
as the same may be amended from time to time (the “Security Agreement”), executed by Borrower in favor of Lender
encumbering the Secured Investor Notes, as more specifically set forth in the Security Agreement, all the terms and conditions
of which are hereby incorporated into and made a part of this Note.


3.                  
Conversion.


3.1.             
Conversion Price. Subject to the adjustments set forth herein, the conversion price
(the “Conversion Price”) for each Conversion (as defined below) shall be equal to the product of 65% (the “Conversion
Factor”) multiplied by the average of the three (3) lowest Closing Bid Prices in the twelve (12) Trading Days immediately
preceding the applicable Conversion. Additionally, if at any time after the Effective Date, the Conversion Shares are not DTC Eligible,
then the then-current Conversion Factor will automatically be reduced by an additional 5% for all future Conversions. Finally,
in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically
be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective
Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes
of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example,
the first time Borrower is not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 65% to
60% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section
4.1(a), then for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on
for each of the second and third occurrences of such Major Default.




    	1



    	 



    

3.2.             
Conversions. Lender has the right at any time after the Purchase Price Date until the
Outstanding Balance has been paid in full, including without limitation until any Optional Prepayment Date (even if Lender has
received an Optional Prepayment Notice), at its election, to convert (each instance of conversion is referred to herein as a “Conversion”)
all or any part of the Conversion Eligible Outstanding Balance into shares (“Conversion Shares”) of fully paid
and non-assessable common stock, $0.001 par value per share (“Common Stock”), of Borrower as per the following
conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”)
divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion
Notice”) may be effectively delivered to Borrower by any method of Lender’s choice (including but not limited to
facsimile, email, mail, overnight courier, or personal delivery), and all Conversions shall be cashless and not require further
payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance with Section 8
below. 


4.                  
Defaults and Remedies.


4.1.             
Defaults. The following are events of default under this Note (each, an “Event
of Default”): (a) Borrower shall fail to pay any principal, interest, fees, charges, or any other amount when due and
payable hereunder; or (b) Borrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; or (c) a receiver,
trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall
remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (d) Borrower shall become
insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable
grace periods, if any; or (e) Borrower shall make a general assignment for the benefit of creditors; or (f) Borrower shall file
a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (g) an involuntary proceeding shall
be commenced or filed against Borrower; or (h) Borrower shall default or otherwise fail to observe or perform any covenant, obligation,
condition or agreement of Borrower contained herein or in any other Transaction Document, other than those specifically set forth
in this Section 4.1 and Section 4 of the Purchase Agreement; or (i) any representation, warranty or other statement made or furnished
by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this
Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (j) the occurrence
of a Fundamental Transaction without Lender’s prior written consent; or (k) Borrower shall fail to maintain the Share Reserve
as required under the Purchase Agreement; or (l) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading
Days prior written notice to Lender; or (m) any money judgment, writ or similar process shall be entered or filed against Borrower
or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded
or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; or (n) Borrower shall fail to deliver
to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Price Date; or (o)
Borrower shall fail to be DTC Eligible; or (p) Borrower shall default or otherwise fail to observe or perform any covenant set
forth in Section 4 of the Purchase Agreement.


4.2.             
Remedies. Upon the occurrence of any Event of Default, Borrower shall within one (1)
Trading Day deliver written notice thereof via facsimile, email or reputable overnight courier (with next day delivery specified)
(an “Event of Default Notice”) to Lender. At any time and from time to time after the earlier of Lender’s
receipt of an Event of Default Notice and Lender becoming aware of the occurrence of any Event of Default, Lender may accelerate
this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory
Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its
option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via
written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased
as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance
shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the
Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable
at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately
due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence
of any Event of Default described in clauses (c), (d), (e), (f) or (g) of Section 4.1, the Outstanding Balance as of the date of
acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written
notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice given




    	2



    	 



    

by Lender to Borrower, interest shall
accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the
lesser of 22% per annum or the maximum rate permitted under applicable law (“Default Interest”). Additionally,
following the occurrence of any Event of Default, Borrower may, at its option, pay any Conversion in cash instead of Conversion
Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount equal to the number of Conversion
Shares set forth in the applicable Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that
occurs during the period beginning on the date the applicable Event of Default occurred and ending on the date of the applicable
Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment,
demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any
and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may
be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the
Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right
to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Notes
as required pursuant to the terms hereof.


4.3.             
Cross Default. A breach or default by Borrower of any covenant or other term or condition
contained in any Other Agreements shall, at the option of Lender, be considered an Event of Default under this Note, in which event
Lender shall be entitled (but in no event required) to apply all rights and remedies of Lender under the terms of this Note.


5.                  
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional,
valid, binding and enforceable obligation of Borrower not subject to offset (except as set forth in Section 18 below), deduction
or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors
and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.


6.                  
Waiver. No waiver of any provision of this Note shall be effective unless it is in
the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall
constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent
shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent
specifically set forth in writing. 


7.                  
Rights Upon Issuance of Securities. 


7.1.             
INTENTIONALLY OMITTED.


7.2.             
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without
limiting any provision hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision
hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one
or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately
prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2 shall become effective
immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section
7.2 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall
be adjusted appropriately to reflect such event.


7.3.             
Other Events. In the event that Borrower (or any subsidiary) shall take any action
to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect Lender from dilution
or if any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with
equity features), then Borrower’s board of directors shall in good faith determine




    	3



    	 



    

and implement an appropriate adjustment
in the Conversion Price so as to protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will
increase the Conversion Price as otherwise determined pursuant to this Section 7, provided further that if Lender does not
accept such adjustments as appropriately protecting its interests hereunder against such dilution, then Borrower’s board
of directors and Lender shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make
such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by Borrower.


8.                  
Method of Conversion Share Delivery. On or before the close of business on the third
(3rd) Trading Day following the date of delivery of a Conversion Notice (the “Delivery Date”), Borrower
shall deliver to Lender or its broker (as designated in the Conversion Notice), via reputable overnight courier, a certificate
representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered
in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares
by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable
Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above.


9.                  
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with
the timeframe stated in Section 8, Lender, at any time prior to selling all of those Conversion Shares, may rescind in whole or
in part that particular Conversion attributable to the unsold Conversion Shares, with a corresponding increase to the Outstanding
Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding period under Rule
144). In addition, for each Conversion, in the event that Conversion Shares are not delivered by the fourth Trading Day (inclusive
of the day of the Conversion), a late fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Conversion Share Value
rounded to the nearest multiple of $100.00 (but in any event the cumulative amount of such late fees for each Conversion shall
not exceed 200% of the applicable Conversion Share Value) will be assessed for each day after the third Trading Day (inclusive
of the day of the Conversion) until Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance
(such fees, the “Conversion Delay Late Fees”). For illustration purposes only, if Lender delivers a Conversion
Notice to Borrower pursuant to which Borrower is required to deliver 100,000 Conversion Shares to Lender and on the Delivery Date
such Conversion Shares have a Conversion Share Value of $20,000.00 (assuming a Closing Trade Price on the Delivery Date of $0.20
per share of Common Stock), then in such event a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00
per day and $20,000.00 multiplied by 2%, which is $400.00) would be added to the Outstanding Balance of the Note until such Conversion
Shares are delivered to Lender. For purposes of this example, if the Conversion Shares are delivered to Lender twenty (20) days
after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding Balance would be
$10,000.00 (20 days multiplied by $500.00 per day). If the Conversion Shares are delivered to Lender one hundred (100) days after
the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding Balance would be $40,000.00
(100 days multiplied by $500.00 per day, but capped at 200% of the Conversion Share Value).


10.               
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note
or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction
Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding
4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable
upon such issuance) (the “Maximum Percentage”), then Borrower must not issue to Lender shares of Common Stock
which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined
pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage
to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve
the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of
the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage.
Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender,
with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%”
above shall be replaced with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding
any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding
sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth
below. By written notice to Borrower, Lender




    	4



    	 



    

may increase, decrease or waive the
Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing
61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


11.               
Payment of Collection Costs. If this Note is placed in the hands of an attorney for
collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration
or legal proceeding, or Lender otherwise takes action to collect amounts due under this Note or to enforce the provisions of this
Note, then Borrower shall pay the costs incurred by Lender for such collection, enforcement or action including, without limitation,
attorneys’ fees and disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that
are charged to Lender pursuant to any Conversion or issuance of shares pursuant to this Note.


12.               
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter
related to this Note, Lender has the right to have any such opinion provided by its counsel. Lender also has the right to have
any such opinion provided by Borrower’s counsel.


13.               
Governing Law. This Note shall be construed and enforced in accordance with, and all
questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal
laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah.
The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this
reference.


14.               
Resolution of Disputes. 


14.1.          
Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound
by the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


14.2.          
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a
dispute as to any Calculation (as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in
the Purchase Agreement.


15.               
Cancellation. After repayment or conversion of the entire Outstanding Balance, this
Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.


16.               
Amendments. The prior written consent of both parties hereto shall be required for
any change or amendment to this Note.


17.               
Assignments. Borrower may not assign this Note without the prior written consent of
Lender. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred
by Lender without the consent of Borrower.


18.               
Offset Rights. Notwithstanding anything to the contrary herein or in any of the other
Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms
of the Secured Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note
from amounts otherwise owed by Lender under the Secured Investor Notes (the “Lender Offset Right”), and (b)
at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes
from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower
Offset Right, Borrower must deliver to Lender (i) a completed and signed Borrower Offset Right Notice in the form attached hereto
as Exhibit D, (ii) the original Investor Note being offset marked “cancelled” or, in the event the applicable
Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (iii) a
check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results
in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked
“cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably
acceptable to Borrower. For




    	5



    	 



    

the avoidance of doubt, Borrower shall
not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by
way of a Borrower Offset Right.


19.               
Time is of the Essence. Time is expressly made of the essence with respect to each
and every provision of this Note and the documents and instruments entered into in connection herewith.


20.               
Notices. Whenever notice is required to be given under this Note, unless otherwise
provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”


21.               
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply
with any of the terms or provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to
accurately estimate because of the parties’ inability to predict future interest rates, future share prices, future trading
volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest
or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed,
liquidated damages (under Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the
Purchase Price Date for purposes of determining the holding period under Rule 144).


22.               
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS
SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY
ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH
PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


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




    	6



    	 



    

IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


BORROWER:


Rich
Pharmaceuticals, Inc.


 





By: /s/ Ben Chang,
CEO


Name: Ben Chang


Title: CEO


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


LENDER:


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its Manager


 





By:/s/ John Fife


John M. Fife, President


 




    	7



    	 



    

ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


A1.              
“Approved Stock Plan” means any stock option plan which has been approved by the board of directors of
Borrower and is in effect as of the Purchase Price Date, pursuant to which Borrower’s securities may be issued to any employee,
officer or director for services provided to Borrower.


A2.              
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


A3.              
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and
last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for
the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities
exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic
bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is
reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing
Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined
by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute
shall be resolved in accordance with the procedures in Section 14.2. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.


A4.              
“Conversion Eligible Outstanding Balance” means the Outstanding Balance of this Note less the sum of
each Subsequent Tranche that has not yet become a Conversion Eligible Tranche (i.e., Lender has not yet paid the outstanding balance
of the Secured Investor Note that corresponds to such Subsequent Tranche).


A5.              
“Default Effect” means multiplying the Conversion Eligible Outstanding Balance as of the date the applicable
Event of Default occurred by (a) 15% for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default,
and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with
the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred;
provided that the Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times
hereunder with respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default
pursuant to Section 4.1(b) hereof.


A6.              
“DTC” means the Depository Trust Company.


A7.              
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Lender’s brokerage firm for the benefit of Lender.


A8.              
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


A9.              
“Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or
issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions
of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.


A10.          
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any




    	8



    	 



    

of its subsidiaries is the surviving
corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one
or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of
its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares
of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities
making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or
entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including
any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with
the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower
or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify
the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


A11.          
“Major Default” means any Event of Default occurring under Sections 4.1(a) (payments), or 4.1(l) (Share
Reserve), or 4.1(q) (breaches of certain covenants) of this Note.


A12.          
“Mandatory Default Amount” means the greater of (a) the Outstanding Balance (including all Tranches,
both Conversion Eligible Tranches and Subsequent Tranches that have not yet become Conversion Eligible Tranches) divided by the
Conversion Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default
Amount is demanded, or (b) the Outstanding Balance following the application of the Default Effect.


A13.          
“Market Capitalization” means the product equal to (a) the average VWAP of the Common Stock for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on
Borrower’s most recently filed Form 10-Q or Form 10-K.


A14.          
“Minor Default” means any Event of Default that is not a Major Default.


A15.          
“OID” means an original issue discount.


A16.          
“Optional Prepayment Liquidated Damages Amount” means an amount equal to the difference between (a) the
product of (i) the number of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the
Conversion Price as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii) the
Closing Trade Price of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender, and
(b) the applicable Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable Optional
Prepayment Amount were $50,000.00, the Conversion Price as of the date the Optional Prepayment Amount was paid to Lender was equal
to $0.75 per share of Common Stock, and the Closing Trade Price of a share of Common Stock as of such date was equal to $1.00,
then the Optional Prepayment Liquidated Damages Amount would equal $16,666.67 computed as follows: (a) $66,666.67 (calculated as
(i) (1) $50,000.00 divided by (2) $0.75 multiplied by (ii) $1.00) minus (b) $50,000.00.


A17.          
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement that affects Borrower’s ongoing business operations.


A18.          
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased,
as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense
Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation
Conversion Delay Late Fees) incurred under this Note.




    	9



    	 



    

A19.          
“Purchase Price Date” means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.


A20.          
“Trading Day” means any day on which the Common Stock is traded or tradable for any period on the Common
Stock’s principal market, or on the principal securities exchange or other securities market on which the Common Stock is
then being traded.


A21.          
“VWAP” means the volume weighted average price of the Common stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 




    	10



    	 



    

EXHIBIT A


Typenex Co-Investment, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


Rich Pharmaceuticals, Inc.Date: __________________


Attn: Ben Chang, CEO


9595 Wilshire Blvd, Suite 900


Beverly Hills, California 90212


 


CONVERSION NOTICE


 


The above-captioned Lender
hereby gives notice to Rich Pharmaceuticals, Inc., a Nevada corporation (the “Borrower”), pursuant to that certain
Secured Convertible Promissory Note made by Borrower in favor of Lender on May 27, 2015 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below.
In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.


A.Date
of Conversion: ____________


B.Conversion
#: ____________


C.Conversion
Amount: ____________


		D.	Conversion Price: _______________



		E.	Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note: ____________*



		G.	Remaining Balance of Secured Investor Notes: ____________*



H. Outstanding
Balance of Note Net of Balance of Secured Investor Notes: ____________* (F minus G)


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.


 


The Conversion Amount converted hereunder shall
be deducted from the following Conversion Eligible Tranche(s):





	Conversion Amount	Tranche No.
		
		
		


 


So that DTC processing can begin, please
deliver, via reputable overnight courier, a certificate representing DTC Eligible Conversion Shares to:


 


Name: _____________________________________


Address:_____________________________________


_____________________________________


 


To the extent the Conversion Shares are not
DTC Eligible, please deliver, via reputable overnight courier, a certificate representing the non-DTC Eligible Conversion Shares
to the party at the address set forth above.


 


Sincerely,


 


Lender:


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its Manager


 


 


By:


John M. Fife, President


 


 




    	11



    	 



    

EXHIBIT B 


 


Rich Pharmaceuticals, Inc.


9595 Wilshire Blvd, Suite 900


Beverly Hills, California 90212


 


 


Typenex Co-Investment, LLCDate: _____________


Attn: John Fife


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


NOTICE OF EXERCISE


OF BORROWER OFFSET RIGHT


 


The above-captioned Borrower hereby
gives notice to Typenex Co-Investment, LLC, a Utah limited liability company (the “Lender”), pursuant to that
certain Secured Convertible Promissory Note made by Borrower in favor of Lender on May 27, 2015 (the “Note”),
of Borrower’s election to exercise the Borrower Offset Right as set forth below. In the event of a conflict between this
Notice of Exercise of Borrower Offset Right and the Note, the Note shall govern. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.


 


		A.	Effective Date of Offset: ____________, 201_



B.Amount
of Offset: ____________


		C.	Investor Note(s) Being Offset: _______________



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Notice of Exercise of Borrower Offset Right and such
Transaction Documents.


 


Sincerely,


Borrower:


Rich
Pharmaceuticals, Inc.


 


By: 


Name: 


Title: 



    	12